GTCPS_ESM Version of 16 December 2022
EUROMASTER SERVICES AND MANAGEMENT
GENERAL TERMS AND CONDITIONS
FOR THE PURCHASE OF SERVICES
1. SCOPE AND INTERPRETATION
These General Terms and Conditions for the Purchase of Services are intended to apply to any relationship between a Provider (hereinafter the “Provider”) performing or having undertaken to perform one or more services (hereinafter, the “Services”), regardless of its nature and Euromaster Services and Management, registered with the Trade and Companies Register under unique number 824 393 151 RCS Clermont-Ferrand, acting in its own name and on its own behalf and/or in the name and on behalf of one or more Euromaster group companies (hereinafter individually or collectively referred to as the “Purchaser”). The Purchaser and the Provider are hereinafter collectively referred to as the “Parties”.
These General Terms and Conditions for the Purchase of Services (hereinafter the “GTCPS”) supplement one or more purchase orders placed by the Purchaser and accepted by the Provider and/or any documents such as specifications, plans, technical documents, appendices and/or special or application conditions provided by the Purchaser and/or drawn up with the Provider and expressly accepted by the Purchaser (hereinafter the “Other Documents”). This or these purchase orders placed and/or these Other Documents form an indivisible contractual whole governing the relations between the Parties (hereinafter referred to collectively as the “Contract”).
In view of the above, it is expressly understood that only the Contract governs the relations between the Parties and that consequently, no general terms and conditions (including all contractual conditions submitted or invoked by the Provider under an offer or by virtue of an order confirmation) other than those of the Contract shall apply to the Parties. The Contract may only be modified or amended by a written document signed by both Parties.
It is understood between the Parties that the provisions of these GTCPS shall prevail over the purchase orders exchanged between the Parties and the Other Documents.
The acceptance of the Contract by the Provider, in particular but not exclusively by the acceptance of an order from the Purchaser, the performance of a service by the Provider previously accepted by the Purchaser, implies that the Provider has first read the GTCPS in force on the date of such acceptance and accepts the GTCPS and that, consequently, it undertakes to comply with and perform them. The GTCPS, as well as any updates thereto, are available online on the Purchaser’s website at the following address: https://www.euromastergroup.com/.
2. REPRESENTATIONS AND WARRANTIES OF THE PROVIDER
2.1 General representations and warranties
The Provider guarantees the perfect performance of the Services in accordance with the terms and conditions of the Contract, during the agreed term of the Contract and/or within the deadlines agreed in the Contract and acknowledges that it is subject to a duty to inform, advise and warn the Purchaser.
In this respect, the Provider shall assist and advise the Purchaser in defining its needs and shall propose any action or technical solution enabling an improvement in the quality of the Services and/or a reduction in costs. In addition, the Provider shall inform the Purchaser during the performance of the Contract, of any event, of any information as well as of all laws, rules, regulations, standards and procedures applicable to it and which are applicable to the Services which may affect the economics, price, quality, performance or use of the Services and/or the Contract.
In addition, the Provider represents and warrants to the Purchaser:
a. that it is a company duly incorporated and validly existing under the laws of the country where it is incorporated and has the requisite power and authority to enter into the Contract and to perform the obligations under the Contract;
b. that the Contract does not conflict with, violate or constitute a breach of any contractual, financial, commercial or legal obligation of any kind to which the Provider, its affiliates and/or their employees are subject and, as long as the Contract is in force, the Provider, the Provider’s affiliates and/or their employees do not have and will not make obligations that constitute a breach or which would have a significant and negative impact on the Provider’s performance of the Services;
c. the perfect performance of the Services and that it will perform them with the utmost diligence and professionalism, that it undertakes to comply with its obligations under the Contract and to comply with the laws, rules, regulations, standards and procedures applicable to it, which are applicable to the Services and which are applicable to the Contract (hereinafter the “Applicable Laws”);
d. that it has obtained and undertakes to retain, throughout the term of the Contract, at its sole expense, all administrative or other authorisations, licences and agreements necessary to comply with its commitments under the Contract and necessary for the exercise of its activity and the performance of the Services;
e. that, in its capacity as a professional deemed to be a specialist in its field of activity, declares that it has had all the useful and necessary information as to the needs of the Purchaser in order to be able to fully perform the Services and the Contract. The Provider acknowledges that it has had the opportunity to ask all the necessary questions and has received appropriate answers from the Purchaser.
f. that it is not in a situation of economic dependence on the Client at the time of signing the Contract, and undertakes to alert the Client in writing throughout the term of the Contract, if its percentage of turnover achieved with it exceeds thirty percent (30%) of its overall turnover;
g. to undertake to comply with the Client’s “Purchasing” department’s rules communicated to it, which are essential to the Contract and which in particular highlight the ethical, legal and environmental commitments that the Provider must comply with.
2.2 Labour representations and warranties
The Provider represents and warrants to the Purchaser:
a. that it will assign sufficient number of personnel for the performance of the Services and the Contract and with the required levels of qualification, experience, training and skills necessary for the performance of the tasks assigned to them and knowing the requirements of the Contract; and that it shall endeavour to minimise the impact of any deficiency or reassignment of one of its employees or an employee of a subcontractor, assigned to the performance of the Services and to ensure the continuity of the provision of the Services under the same conditions and under the same deadlines; it being specified here that the Purchaser shall have the right to request the replacement of an employee of the Provider or a subcontractor, in the event of a proven problem of behaviour and/or proven problem of competence of the said employee, affecting the proper performance of the Services, the Provider undertakes, in this case, within five (5) working days to replace him or have him replaced;
b. that it will be responsible for the management and remuneration of all its staff, temporary, and other agents that it may have to involve under its responsibility for the performance of the Services and the performance of the Contract;
c. (i) that upon signing the Contract, it has filed with the tax authorities all mandatory tax returns, (ii) that the Services will be performed in accordance with Applicable Laws, including labour laws, and international labour law treaties, (iii) that the direct or indirect personnel employed by the Provider are lawfully employed with respect to labour laws, including Articles L. 8221-3, L. 5221-8, L. 5221-11 and L. 8251-1 of the French Labour Code, (iv) for Services performed in France, in accordance with Articles L. 8222-1, L. 8222-2, L. 8222-3 and R. 8222-1 and Articles L. 8254-1, L. 8254-2, L. 8254-3, L.
8254-4 of the French Labour Code, the Provider undertakes to deliver to the Purchaser, no later than the date of signature of the Contract and every six (6) months until the end of the Contract, the documents provided for in Article D. 8222-5 of the French Labour Code and the certificate required by Articles D. 8254-2, D. 8254-4 and D. 8254-5 of the French Labour Code;
d. that in the event that the Services are performed in whole or in part on one or more of the Purchaser’s sites, that it shall ensure compliance with and ensure compliance by its employees and/or subcontractors required to work on said site(s), in strict compliance with the safety instructions and procedures, the health and safety rules, the internal regulations and the access constraints to the said site(s) as well as all the rules and practices in force at the Purchaser, as communicated to it at the request of the Provider; it being specified that to this end, the Provider shall inform its employees and subcontractors of the need, if required, to sign the entry registers, to wear visible identification signs (badges) and to comply with all safety instructions and procedures that may be communicated to it by the Purchaser;
e. that it will comply with the provisions of the United Nations International Convention on the Rights of the Child of 20 November 1989 which prohibit child labour; and not to use, in any form whatsoever, forced or compulsory labour as defined in Article 1 of the Convention of 25 June 1957 of the International Labour Organization on the abolition of forced labour.
The Provider guarantees compliance with these obligations by its personnel and any subcontractors.
The Provider acknowledges that the commitments listed above are essential conditions for the commitment of the Parties.
3. ASSIGNMENT AND SUBCONTRACTING
As this Contract has been entered into on the basis of the Provider’s own qualities, experience and know-how, the Provider is not authorised to assign or transfer the Contract in whole or in part to a third party, in particular by contract, subcontracting, assignment of assets, transaction, contribution to company, merger or otherwise.
However, and by way of derogation from the foregoing, the Provider may be authorised to subcontract part of the performance of the Services to one or more subcontractors, subject to having obtained the Purchaser’s express prior authorisation.
The Provider must attach to its request for authorisation to subcontract part of the performance of the Services sent to the Purchaser, the qualification of each subcontractor to perform the part of the Services it wishes to entrust as well as the measures taken by the Provider to ensure the quality of the services entrusted in subcontracting.
In the event that the Purchaser accepts that part of the Services is subcontracted, the Provider must communicate to the Purchaser each signed subcontracting agreement and the Purchaser shall approve each subcontractor as well as the payment terms of each subcontracting agreement.
The Provider shall take all necessary steps to ensure that each subcontractor is duly remunerated for its services and that the Purchaser may not at any time be sought by a subcontractor to obtain payment and/or damages of any kind under the Contract or under a subcontract.
The Provider shall inform each subcontractor of its obligations and shall be responsible for the performance of the Services by each approved subcontractor and for each subcontractor’s compliance with all provisions of the Contract.
The Provider shall thus remain fully responsible for the Services performed by each of the subcontractors and for compliance with the provisions of the Contract by each of them.
The Provider may under no circumstances change subcontractors or appoint an additional subcontractor without the Purchaser’s prior written consent and without complying with all provisions of this article.
Finally, it is expressly agreed that subcontractors who have been authorised by the Purchaser in accordance with the provisions of this article are not themselves authorised to subcontract the Services again, for which the Provider shall be liable.
Failure to comply with the provisions of this article shall be considered as a material breach of the Contract.
4. PRICE – INVOICING – PAYMENT TERMS
Unless otherwise stipulated in the Contract, the prices appearing in the Contract are firm and non-revisable. All prices are exclusive of value added tax. Unless expressly agreed otherwise, the Provider is responsible for all costs and expenses incurred for the performance of the Services, including travel, accommodation, meals, etc. When the Purchaser expressly agrees in advance to reimburse the Provider for certain costs (for example: transport costs, accommodation costs, etc.), the Provider shall make its best efforts to optimise these costs, and the Purchaser shall only reimburse the actual and reasonable costs incurred subject to the presentation of the relevant supporting documents by the Provider and compliance, where applicable, with the Purchaser’s policy on this matter which has been communicated to it.
Unless otherwise stipulated in the Contract, the Services shall be invoiced in Euros and in arrears, by the Provider and shall be paid by the Purchaser within forty-five (45) days, end of month, invoice date. Invoices will be paid by bank transfer to the bank account, the details of which will have been communicated by the Provider. In the event of a periodic invoice within the meaning of point 3 of I of Article 289 of the French General Tax Code, this period may not exceed 45 days from the date of issue of the invoice.
In case of late payment of an invoice of the Provider, the rate of the late payment interest of the penalty due on the day following the date scheduled for payment of the invoice shall be equal to three times the French legal interest rate and the amount of the fixed compensation for collection costs due shall be forty euros (€40) per invoice.
The Provider shall issue invoices with the mandatory information required by the Applicable Laws. In addition, the invoice must mention the additional information as indicated in the Contract. Each invoice must be sent to the billing address provided by the Purchaser and shown on the purchase order. They shall be dated from the day of the end of the full performance of the Services. The Purchaser is not responsible for late payment of invoices containing incomplete, incorrect or disputed information. Upon request, the Provider agrees to submit its invoicing in PDF format or any other electronic means approved and/or notified by the Purchaser. The Purchaser shall not be held liable for late payment of the assigned receivables in the event of late, incomplete or insufficient information that does not allow for modifying the payment terms.
In the event of a dispute regarding an invoice, the Provider may not suspend the performance of the Services pending the resolution of the dispute. The Provider authorises the Purchaser to deduct any amounts which are or would be due by the Provider to the Purchaser under the Contract or otherwise from any payment due and payable by the Purchaser whether under the Contract or otherwise.
5. INTELLECTUAL PROPERTY
5.1 The Purchaser’s intellectual property rights
The Purchaser is the owner of the “EUROMASTER” trademark, and its other trademarks, filed and registered in the territory (hereinafter the “Trademarks”) as well as its company name, logos, trade names, signs, designs, models, advertising materials, representations of its products and services, photographs, films and more generally all its intellectual property rights. The said intellectual property rights of the Purchaser and the Trademarks are hereinafter collectively referred to as the “Protected Elements”.
The Contract does not give the Provider any right of any kind whatsoever and in any country whatsoever over the Protected Elements, either during the term of the Contract or after its termination, particularly for the purpose of a company name, trade name, sign, domain name, source code, meta tag or element of search engine optimisation on the Internet, verbal or written commercial reference or for its own advertising, without the Purchaser’s express, prior authorisation.
Any use of the Protected Elements by the Provider, including the Trademarks, within the strict framework of this Contract must have been explicitly authorised by the Purchaser in advance and may only be carried out in the manner and in the form agreed by the Purchaser.
Upon termination of the Contract, the Provider shall destroy all of the products, articles, documents, media and/or any other element covered by the Contract on which the Protected Elements appear and shall provide the Purchaser with a sworn declaration attesting to their effective destruction.
5.2 Assignment of the intellectual property rights relating to the Deliverables
The Provider assigns to the Purchaser, on an automatic, irrevocable, exclusive, final and worldwide basis, as and when they are completed, all intellectual property rights (with the exception of the author’s moral rights, if any) relating to any deliverable to be created or provided as part of the performance of the Services (hereinafter the “Deliverables”), on any current and future medium and by any current and future means, as well as the material ownership of the physical media.
In respect of this assignment, the rights assigned by the Provider to the Purchaser particularly include:
• the usage rights (for any use whatsoever, whether for its own use or use on behalf of a third party);
• the commercial rights;
• the reproduction right (in such number as the Purchaser sees fit, in any format, by any process, on any media, known or unknown on the date hereof, and whatever the purpose of the reproduction);
• the performance right (in all public and private venues and by all communication networks, technical means and processes known or unknown on the date hereof, in all formats, whatever the purpose of the performance); and
• the rights to adapt, modify, correct, develop, integrate, transcribe and translate.
This assignment of rights is effective both for France and abroad and for the maximum duration of legal protection of the intellectual property rights concerned.
The assignment price of these rights relating to the Deliverables is included in the price of the Services.
As a result of this assignment, the Provider undertakes not to use the Deliverables in any way. The Purchaser shall have the exclusive right to obtain, maintain and renew, in its name and/or on its behalf, all the intellectual property rights relating to Deliverables and to carry out any filing, registration or other formality relating thereto.
5.3 Warranty of quiet possession (“garantie d’éviction”)
The Provider warrants the Purchaser against any disturbance of use caused by a dispute relating to the intellectual property rights associated with the Deliverables and shall be required to compensate it for the financial consequences of any infringement action or action based on an intellectual property right brought by any third party against it and linked to the establishment or use of the Deliverables or any of their components.
Consequently, the Provider undertakes, at the Purchaser’s option, either (i) to compensate the Purchaser in this respect if applicable, (ii) to obtain authorisation to continue to use the Deliverable(s) in question, or (iii) to modify and/or replace the Deliverable(s) in question with equivalent specifications and qualities, all at the Provider’s own expense and without prejudice to any other compensation that the Purchaser may be entitled to claim against the Provider.
Failure to comply with the provisions of this article shall be considered as a material breach of the Contract.
6. LIABILITY AND INSURANCE
The Provider shall be solely liable for the performance of the Services vis-à-vis the Purchaser and its own suppliers, any subcontractors and its personnel, and guarantees, without limitation of amount, the Purchaser against all the harmful consequences, direct and/or indirect, that may result from the performance of the Services or the Contract.
The Provider warrants that it holds liability insurance policies with sufficient coverage for all risks incurred in the performance of its activities, taken out with insurance companies that are known to be solvent, and undertakes to maintain such insurance policies in force throughout the term of the Contract and shall provide the Purchaser, prior to the commencement of the performance of the Services, and then once every 12 months, with any certificate proving that such insurance policies are in force.
7. TERMINATION OF THE CONTRACT
7.1 Termination for fault
Without prejudice to any other right that a Party may have under Applicable Laws or the Contract, and subject to the performance of the reversibility service provided for below, either Party (the “Non- Defaulting Party”) may terminate, as of right, in part or in full the Contract, by giving written notice to the other Party (the “Defaulting Party”) if the Defaulting Party commits a breach of the Contract and does not remedy such breach within fifteen (15) calendar days of receiving written notice from the Non-Defaulting Party. Furthermore, the Purchaser may also immediately terminate the Contract if the Provider commits acts having a negative impact on the image, brand, value of clients and reputation of the Purchaser, without prejudice to its rights to damages.
7.2 Termination for change of control
The Provider shall inform the Purchaser of any Change of Control as soon as possible and no later than thirty (30) days following the entry into force of the latter. For the purposes of this clause, “Change of Control” means the acquisition by a third party of the direct or indirect Control of the Provider, whether by merger, acquisition or any other means of Control and “Control” means that an entity has, directly or indirectly, the management and decision-making power of another legal entity, either by holding a fraction of the share capital, or by contract or otherwise, and is deemed to exist as soon as 50% (fifty per cent) or more of the share capital or voting rights is held.
In case of a Change of Control of the Provider, the Purchaser may, without being held liable and without any compensation whatsoever, terminate the Contract, automatically, by written notice to the Provider within thirty (30) days following (i) the effective date of the Change of Control or (ii) the date of the Purchaser’s knowledge of the Change of Control, the latest date prevailing.
7.3 Reversibility service
Until the expiry or termination of the Contract, the Provider must continue to perform any order, work in progress, Deliverables and more generally the Services that remain subject to the provisions of the Contract. In addition, the Provider undertakes, at the Purchaser’s request, to cooperate fully in the transfer of the Services already performed and of all documents, information, results, resources and access rights necessary for the takeover and continuation of the Services by the Purchaser or by another provider, a third party to the Contract.
Termination of the contract in accordance with the procedure set out above shall in no way deprive the Non-Defaulting Party of its right to take any action or claim that it may have in relation to the Defaulting Party’s failure to perform its contractual obligations or in the event of breach or non-compliance with an obligation stipulated in the Contract by the Defaulting Party, in particular, but not exclusively, with a view to obtaining compensation for any loss that it may have suffered. It is understood that the Defaulting Party that has committed a breach that has led to the termination of the Contract shall not, under any circumstances, be entitled to compensation or damages of any kind whatsoever in connection with the termination of the Contract at the initiative of the Non-Defaulting Party.
Termination of the Contract shall have no effect on any clauses which by their nature survive the termination of this Contract.
The Parties undertake to consider as confidential all information of any kind whatsoever that they have obtained directly or indirectly from the other Party or during the performance of the Services and more generally of the Contract, including the Contract itself (hereinafter the “Confidential Information”). Consequently, the Parties undertake not to reveal, disclose or assign the Confidential Information to persons, entities or companies that are third parties to the Contract, without the prior written authorisation of the other Party, unless such communication is necessary for the performance of the obligations arising from the Contract, if this is required by an administrative or judicial authority due to a legal or regulatory obligation or if such information is already in the public domain. This obligation applies throughout the term of the Contract and for a period of five (5) years after its expiry.
With respect to Confidential Information that is identifiable as business secret information, such information shall remain subject to the terms and conditions of this article beyond the above-mentioned term for as long as it is considered a business secret under Applicable Laws.
The Parties guarantee the confidentiality commitments stipulated above by their employees, representatives and any subcontractors.
Without prejudice to any other rights or remedies that either Party may have, the Parties acknowledge and agree that the payment of damages shall not be an appropriate remedy for any breach of the provisions of this article and that the Party suffering a breach of the confidentiality commitments given under this article shall have the right to seek enforcement of the commitments given, as well as any other remedy, in respect of any breach of any of the provisions of this article, no proof of particular harm being necessary for the enforcement of rights under this article.
By way of derogation from the foregoing, the Provider authorises the Purchaser to disclose the Confidential Information that they may be required to disclose in the context of the performance of the Contract, to the other companies in its group and to the companies of the Michelin group to which it belongs, in accordance with competition law and, more specifically, in compliance with the rules relating to the exchange of sensitive information.
9. IT SECURITY
The Provider is responsible for maintaining the security of its computer network, data centres, systems and any means used to perform the Services and the Contract, in accordance with all Applicable Laws, and for the implementation of all reasonable measures necessary for the prevention of security problems, in particular a breach of data protection or other unauthorised access, the transmission of malicious code or an interruption of the Services.
10. PERSONAL DATA PROTECTION
Each of the Parties undertakes, for the processing that it may be required to implement within the framework of the Contract, to comply with all the obligations resulting from the application of the Applicable Laws relating to the protection of personal data and privacy likely to apply to personal data processed under the Contract, including those of EU Regulation 2016/679 of 27 April 2016 (GDPR), the obligations arising from the application of French Law no. 78-17 of 6 January 1978 amended by Law No. 2018-493 of 20 June 2018, as well as the texts adopted within the European Union.
The Parties undertake to work together actively to enable completion of the reporting formalities incumbent upon them and, if necessary, to obtain authorisations from the competent supervisory authorities. If necessary, they shall inform the data subjects of the processing of their Personal Data. The parties undertake to put in place appropriate security measures with regard to the processing carried out. The Parties shall refrain from any action which could put the other Party in breach of the applicable Personal Data Protection legislation.
11. FORCE MAJEURE
A “Force Majeure” event is considered to be any unforeseeable, irresistible event beyond the control of the Parties, and which prevents compliance, in whole or in part, with the contractual obligations of a Party. Force Majeure events may, provided the foregoing criteria are met, include but are not limited to (i) civil or foreign war, (ii) riots, (iii) strikes (excluding strikes occurring exclusively within either Party), (iv) production stoppages, (v) fires, (vi) extensive flooding, (vii) governmental decisions, (viii) enactment or enforcement of any law, regulation, court order or other lawful governmental action, or any other unforeseeable restriction, (ix) trade war, (x) explosion, (xi) natural disasters, and (xii) epidemic or pandemic diseases.
For clarification purposes, the previous list is not exhaustive. If a Force Majeure event prevents a Party (the “Affected Party”) from complying with any of its obligations under the Contract, the performance of the obligation is suspended and the Affected Party may not be held liable for non-performance of its obligations, during the time and to the extent that the Force Majeure event remains irresistible and beyond the control of the Affected Party and whose effects cannot be mitigated by commercially reasonable measures.
The Affected Party shall notify the other Party in writing, within thirty (30) days of the occurrence or commencement of the said Force Majeure event, of its inability to perform the Contract, as well as the measures that are taken to mitigate the impact of such Force Majeure event and, if possible, an estimate of the duration of the suspension of the performance of its contractual obligations. The occurrence of a Force Majeure event does not discharge or release the Provider from its obligation to implement its management plans for the continuity of the Services if this is possible in view of the events. If a Force Majeure event lasts more than thirty (30) calendar days from the date of the notification and such a Force Majeure event prevents the Affected Party from performing its obligations under the Contract during this period, the other Party may decide to terminate, at its sole discretion and without incurring its liability, as of right, the Contract, with immediate effect.
12. CONTINUITY OF SERVICES
The Provider shall establish and maintain a plan by which it ensures the continued provision of the Services to the Purchaser in the event of events that may affect the full performance of the Services or the capabilities of the Provider, including Force Majeure events (the “Service Continuity Management Plan”) at no additional cost to the Purchaser. At the Purchaser’s request, the Provider shall provide the Purchaser with a copy of its Service Continuity Management Plan and/or carry out a risk assessment and an analysis of their impact on the performance of the Services and shall provide the Purchaser with the written results of this assessment, as well as the recommendations resulting therefrom. Upon request, the Provider must also provide the conclusions, recommendations or reports sent by the Provider’s insurer(s) concerning the security or disaster prevention measures.
The Provider undertakes (i) to comply with all Applicable Laws relating to the fight against corruption as well as the laws, rules and regulations of the countries of the Purchaser’s group companies and, more generally, other Michelin group companies in which they operate (hereinafter the “Anti-Corruption Laws”), (ii) that it and all of its group companies and their directors, employees, representatives, potential subcontractors and agents (the “Provider’s Representatives”) comply with Anti-Corruption Laws. The Provider and the Provider’s Representatives undertake not to engage in any practices or conduct that constitutes an offence under the applicable anti-corruption laws. The Provider undertakes to implement and maintain its own procedures throughout the duration of the Contract in order to ensure that the Provider and the Provider’s Representatives comply with the applicable Anti-Corruption Laws.
The Provider authorises the Purchaser to carry out audits at any time in order to ensure that the Provider complies with the obligations imposed on it under this article. If the Purchaser has reason to believe that the Provider or the Provider’s Representatives are not complying with the obligations contained in this article, the Purchaser may suspend performance of the Contract until the Provider provides reasonable evidence that it or the Provider’s Representatives have not committed or are not about to commit a breach. If the Provider or the Provider’s Representatives fail to comply with the provisions of this article, the Purchaser shall be entitled to terminate the Contract.
The Provider undertakes to impose on its own suppliers and subcontractors, compliance with the same rules as those to which it is bound by this article.
If any provision of the Contract is declared void by a court, a government department, or an administration or any other authority, under no circumstances shall such a decision affect the validity of the other provisions of the Contract. The invalid provision(s) must be replaced by the Parties in accordance with applicable legislation and regulations, such that the effect shall be as close as possible to the result aimed for by the Parties.
15. INDEPENDENCE OF THE PARTIES
Each Party to the Contract is an independent contractor and, except where explicitly provided otherwise in the Contract, no Party has authority to compel or bind the other Party.
Consequently, neither Party may bind the other in any way whatsoever in respect of third parties, each Party being unable to incur any obligation towards third parties which it has not explicitly made itself.
Nothing in the Contract shall be interpreted as creating a partnership, joint venture, mandate, commercial representation relationship between the Parties or even employer-employee relations between the Parties.
16. ABSENCE OF TACIT WAIVER
The fact that either of the Parties does not exercise, at any time, a prerogative recognised by the Contract or does not require the other Party to perform any provision of the Contract, may under no circumstances be interpreted as an explicit or implied waiver by that Party of its right to exercise such a prerogative in the future or its right to require the full performance of the commitments entered into by the other Party, including, where applicable, its right to terminate the Contract for any similar or different violation.
All notifications sent by one Party to the other Party in performance of the Contract must be made to the registered office of the Party concerned, by registered letter with acknowledgement of receipt. The notifications shall be deemed to have been made on the date of the first delivery attempt of the recorded- delivery letter, the postmark serving as proof.
18. GOVERNING LAW - AMICABLE SETTLEMENT OF DISPUTES - JURISDICTIONS
18.1 Governing law
Any dispute, disagreement, claim or litigation relating to the formation, interpretation, performance or non- performance of the Contract as well as that relating to its validity, its termination or its consequences between the Purchaser and the Provider shall be interpreted and governed exclusively by French law.
18.2 Amicable dispute resolution process
Any dispute, disagreement, claim or litigation relating to the formation, interpretation, performance or non- performance of the Contract as well as that relating to its validity, its termination or its consequences between the Provider and the Purchaser, shall be subject to an attempt at amicable resolution between the Parties prior to any referral to the competent court.
This amicable dispute resolution process shall not be construed as preventing a Party from requesting a competent court to order any protective and interim measures that may be necessary in the circumstances.
Any dispute, disagreement, claim or litigation relating to the formation, interpretation, performance or non- performance of the Contract, as well as that relating to its validity, its termination or its consequences between the Purchaser and the Provider shall be submitted, after compliance with the amicable dispute resolution process mentioned in article 18.2 above, to the courts of Clermont-Ferrand in France, which shall have exclusive jurisdiction, notwithstanding multiple defendants or third party claims, subject however to the right of each of the Parties to have recourse to other competent courts in order to obtain any protective, restoration or enforcement measures.
Any provision of the Contract which by its nature must survive the expiry or termination of the Contract shall remain in full force and effect after such expiry or termination.
20. ELECTRONIC SIGNATURE
The Parties agree that they may sign this Contract by means of a secure electronic signature procedure, in accordance with applicable laws and regulations, designed to authenticate the identity of the signatories and to ensure the validity of this Contract in an electronic format. In the event of an electronic signature of this Contract by the Parties, the Parties agree that their electronic signature validates their consent, implies that they are bound by the provisions of this Contract and that their electronic signature constitutes proof and is as legally binding as a paper document bearing a handwritten signature.