General terms and conditions of purchase

1. PURPOSE, SCOPE, AND CONTRACTUAL DOCUMENTS

These General Terms and Conditions of Purchase, hereinafter the “GTCP,” define the terms under which the DIATEX Group company identified on the Purchase Order, hereinafter the “Purchaser,” purchases from its suppliers and subcontractors, hereinafter the “Supplier,” products, materials, components, goods, equipment, tools, work, transportation, intellectual services, industrial services, or other services, hereinafter the “Products and/or Services.”

These General Terms and Conditions of Sale apply to any order placed by the Buyer, hereinafter referred to as the “Order,” unless otherwise expressly agreed in writing between the Parties. Acceptance of the Order implies the Supplier’s full and unconditional acceptance of these General Terms and Conditions of Sale. The Supplier’s general terms and conditions of sale or any other document issued by the Supplier shall not be enforceable against the Buyer unless the Buyer has given its prior, express, and written consent.

The applicable contractual documents are, in descending order of priority: 1) the special terms and conditions signed by the Parties; 2) the Order and its amendments; 3) the technical specifications, drawings, specifications, and special requirements referenced in the Order; 4) quality agreements, confidentiality agreements, cybersecurity annexes, personal data processing agreements, and prevention plans; 5) these General Terms and Conditions; 6) the Supplier’s technical and commercial proposal expressly accepted by the Buyer. In the event of any conflict, the document of higher rank shall prevail.

Any waiver must be accepted in writing by an authorized representative of the Buyer. Failure to exercise a right shall not constitute a waiver. If any provision is declared null and void or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall replace such provision with a valid provision having an effect as close as possible to the original.

2. PLACING, ACCEPTANCE, AND MODIFICATION OF THE ORDER

Only Orders issued in writing by an authorized representative of the Buyer or through the Buyer’s information or management system are binding on the Buyer.

The Supplier shall send an acknowledgment of receipt within a maximum of FORTY-EIGHT (48) hours from receipt of the Order. This acknowledgment shall confirm, in particular, the item numbers, quantities, prices, delivery times, delivery location, and any special requirements.

The Order is deemed accepted upon the return of an unconditional acknowledgment of receipt, upon any commencement of performance, upon any delivery (even partial), or—unless otherwise specified by the Buyer—upon the absence of a specific, written objection stating the grounds within FORTY-EIGHT (48) hours.

Any reservation or proposed modification by the Supplier shall become effective only upon the Buyer’s prior, express, and written acceptance. The Buyer’s silence shall not constitute acceptance. No changes—including, but not limited to, those relating to Products, Services, prices, quantities, deadlines, processes, materials, components, software, place of manufacture, sources of supply, or subcontractors—may be implemented without prior written consent.

Any request to change bank account information is subject to the Buyer’s review process and verification by an independent party.

3. PRICES, BILLING, AND PAYMENT TERMS

Unless otherwise specified in the Order, prices are stated in euros and are firm, final, and non-reviseable. They include all costs necessary for the proper fulfillment of the Order, including packaging, handling, inspection, documentation, transportation, insurance, customs duties, and delivery. Any price change requires the Buyer’s prior, express, and written consent.

Invoices are sent electronically to the address, via the portal, or through the method specified in the Order. They comply with applicable regulations and must include, at a minimum: the DIATEX Group company that issued the Order; the Order number and date; the Order line item; the part numbers, descriptions, and quantities; the delivery note or acceptance report number; the prices, discounts, taxes, and total amount; the due date; and the previously validated bank account information.

Any invoice that is incomplete, incorrect, or cannot be reconciled with the shipment or service may be returned for correction.

Unless otherwise specified, invoices are payable by bank transfer within SIXTY (60) days of the date of issuance, subject to receipt of a valid and compliant invoice and in accordance with applicable legal provisions. Any delay in payment shall result, without prior notice, in the application of the penalties provided for in Article L. 441-10 of the Commercial Code and the statutory flat-rate indemnity for collection costs.

In the event of a substantiated dispute, the Buyer shall pay the undisputed portion when it becomes due. The Supplier may not make any setoff or withholding without the Buyer’s written consent or a final court decision.

4. DELIVERY, DELAYS, AND ACCEPTANCE

The deadlines, dates, quantities, locations, and terms of delivery or performance specified in the Order are binding. As soon as the Supplier identifies a risk that could affect quality, quantities, costs, deadlines, safety, regulatory compliance, or supply continuity, the Supplier shall immediately notify the Buyer in writing, specifying the cause, the affected Orders and quantities, the consequences, the estimated duration, the mitigation plan, and alternative solutions. This notification does not relieve the Supplier of its obligations.

Early, split, excess, or partial deliveries require the Buyer’s prior written consent.

Each delivery is accompanied by a delivery slip listing the order number, the buyer’s and supplier’s reference numbers, the description, quantities, lot, serial, or pour numbers, manufacture and expiration dates, where applicable, as well as any required certificates, inspection reports, or declarations of conformity. In the event of delivery to a third party, a copy is sent simultaneously to the procurement contact listed in the Order.

Packaging is the Supplier’s responsibility and must ensure that the product can be transported, handled, stored, and preserved without damage, in compliance with requirements regarding temperature, humidity, cleanliness, contamination prevention, and any other specified constraints.

The transfer of risk occurs in accordance with the Incoterm® 2020 specified in the Order. Otherwise, the Products remain at the Supplier’s risk until they have been fully delivered to the specified location, unloaded, and a receipt has been signed. Signing the waybill or acknowledging receipt at the Supplier’s premises does not constitute final acceptance.

The Buyer may reject or return, at the Supplier’s expense and risk, any Products that are nonconforming, damaged, in excess of the order, delivered without prior authorization, or without the required documentation, and may demand delivery of any missing quantities.

In the event of a delay attributable to the Supplier, the Buyer may cancel all or part of the Order or, after providing written notice, a penalty of 0.5% of the pre-tax amount of the delayed portion per calendar day, capped at 15% of that amount, without prejudice to compensation for any additional, duly substantiated damages. The Supplier has FORTY-EIGHT (48) hours to submit its response.

5. PROPERTY, MATERIALS, TOOLS, AND DATA ENTRUSTED TO US

Materials, products, components, packaging, tools, equipment, documents, drawings, files, software, inspection equipment, data, or information provided to the Supplier or funded by the Purchaser shall remain or become, as the case may be, the exclusive property of the Purchaser.

The Supplier shall inspect the goods upon receipt and notify the Buyer within FORTY-EIGHT (48) hours of any apparent defect, damage, deficiency, or nonconformity. Otherwise, the goods shall be deemed to conform to the specifications in the delivery document.

The Supplier shall ensure that the goods are identified as the Buyer’s property, kept separate from third-party property, inventoried, and protected both physically and digitally, as well as maintained and preserved. The Supplier shall use them solely for the purposes of the Order, shall not copy, reproduce, analyze, disassemble, or disclose them without prior authorization, and shall return them upon first request.

The Supplier shall bear the risks and be responsible for the safekeeping of the goods entrusted to it from the time of unloading until their return or acceptance by the Buyer. The Supplier shall immediately notify the Buyer of any loss, theft, destruction, damage, compromise, or unauthorized access. The Buyer may invoice the Buyer for damaged, lost, or unreturned goods at their replacement cost or cost price, without prejudice to additional damages.

Scrap, offcuts, nonconforming products, and media containing materials or information belonging to the Buyer may not be destroyed, recycled, resold, or reused without written consent. Any destruction of such items must be secure and traceable. The Supplier maintains insurance covering the goods entrusted to it at their replacement value.

6. QUALITY, COMPLIANCE, TRACEABILITY, AND AUDITS

The Supplier guarantees that the Products and Services comply with the Order, the approved drawings, specifications, technical requirements, and samples; applicable standards and guidelines; French and European laws and regulations; industry best practices; and the intended use as communicated. The Supplier shall provide the required declarations of conformity, technical data sheets, and safety data sheets, including those required under REACH where applicable.

The Supplier shall implement a quality control system commensurate with the nature, complexity, and criticality of the Products or Services. The Purchaser’s involvement or oversight does not relieve the Supplier of its responsibility.

When the Order relates to the aerospace, defense, or other particularly critical sectors, the Supplier shall comply with the requirements specified in the Order or the applicable quality documentation, including: product safety; prevention of counterfeit or suspicious parts; traceability; control of special processes; qualification of personnel and equipment; calibration of measuring instruments; prevention of foreign objects and contamination; control of production or inspection software; human factors; awareness of compliance, product safety, and ethical conduct; retention of records; obsolescence and supply continuity.

No changes to materials, components, formulations, processes, machine, tooling, software, site, source of supply, or subcontractor that could affect compliance may be implemented without prior notice—except in the case of a justified emergency, in which case one (1) month’s advance notice must be provided—and without the Buyer’s written consent.

The Supplier shall immediately notify the Buyer of any nonconformity detected before or after delivery. No nonconforming Product may be delivered without written authorization. In the event of a claim, the Supplier shall acknowledge receipt and secure the affected items within FORTY-EIGHT (48) hours, provide details of containment and an initial analysis within FIVE (5) business days, and then, upon request, submit a complete 8D-style report within FIFTEEN (15) business days, unless a different timeframe is accepted by the Buyer.

At the Buyer’s discretion, any nonconforming Product shall be replaced free of charge and without delay, refunded, repaired, or replaced by a third party at the Supplier’s expense in the event of a risk of disruption. Justified direct and indirect costs resulting from nonconformity may be passed on to the Supplier. Payment does not constitute final acceptance or a waiver of statutory warranties, particularly those relating to latent defects and defective products.

Unless otherwise specified in the Purchase Order or required by regulations, quality, traceability, and compliance records shall be retained for at least TEN (10) years after the last delivery. The Supplier shall pass on the applicable requirements to its own suppliers and subcontractors.

The Buyer, its customers, certification bodies, and the competent authorities have the right to access and audit the sites, processes, information, and records related to the Order. Unless there is an emergency, the audit shall be conducted with reasonable advance notice and at the Buyer’s expense. In the event of proven non-compliance, the Supplier shall bear the reasonable costs of the audit. In the event of a serious incident, suspected counterfeiting, a cybersecurity breach, a risk to product safety, or an official request, the notice period may be shortened.

7. SUBCONTRACTING, LIABILITY, AND INSURANCE

The Supplier shall perform the Order itself and may not subcontract a substantial portion of it without the Purchaser’s prior written authorization. Such authorization does not relieve the Supplier of any obligations. The Supplier remains liable for the acts, omissions, Products, and Services of its subcontractors and imposes upon them the applicable requirements regarding quality, traceability, safety, the environment, confidentiality, cybersecurity, personal data, ethics, and export controls.

The Supplier is liable for direct damages caused to the Purchaser or to third parties by a breach of contract, a Product defect, a defective Service, or the acts or omissions of its employees, representatives, suppliers, or subcontractors.

To the extent permitted by law, no cap or exclusion applies to personal injury, gross negligence or willful misconduct, breaches of confidentiality, intellectual property infringements, fraud, corruption, illegal or forced labor, counterfeiting, cyber incidents attributable to the Supplier, violations of personal data regulations, serious pollution, or violations of export controls.

When working on the Buyer’s premises, the Supplier shall comply with applicable rules, including those regarding access, health, and safety; shall review the prevention plan; and shall ensure that its personnel and subcontractors comply with it.

The Supplier complies with its social and tax obligations and employs staff on a regular basis. Upon request, and thereafter every SIX (6) months when required by regulation, the Supplier shall provide the certificates specified, in particular, in Articles D. 8222-1 et seq. of the Labor Code.

The Supplier shall maintain insurance coverage appropriate to its activities and risks, including general liability, professional liability, and post-delivery liability insurance, as well as cyber insurance when the Service poses a significant digital risk or if the Buyer requires it. Upon first request, the Supplier shall provide certificates specifying the covered activities, coverage amounts, deductibles, and validity periods.

The Supplier shall grant representatives of official authorities, in accordance with applicable regulations, access to the premises, documents, and materials related to the Order that are necessary for the performance of their duties.

8. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Each Party shall retain ownership of its methods, knowledge, software, tools, processes, plans, inventions, data, and know-how held prior to the Order or developed independently, hereinafter referred to as “Prior Knowledge.” Where the Supplier’s Prior Knowledge is necessary for the use, operation, maintenance, or reproduction of the results, the Supplier grants the Purchaser the necessary rights under the terms specified in the Order.

Studies, plans, models, prototypes, files, software, documents, and other deliverables developed specifically for the Buyer, hereinafter referred to as the “Deliverables,” shall become the property of the Buyer as they are completed and paid for. Where such results are protected, the Supplier exclusively assigns the rights necessary for their use, reproduction, performance, adaptation, modification, translation, integration, distribution, and exploitation, worldwide, for the statutory term of protection, and on all media known as of the date of the Order. The price of the assignment is included in the price of the Order.

The Supplier warrants that the Products, Services, and Deliverables do not infringe the rights of any third party and indemnifies the Purchaser against any claim or action arising therefrom. The Supplier shall notify the Purchaser of any potential infringement and assist the Purchaser in defending its rights.

All information provided by the Buyer or made available in connection with the Order is confidential, including, but not limited to, commercial, financial, technical, industrial, organizational, digital, and strategic information, as well as prices, projects, Products, and information relating to customers and markets.

The Supplier shall use such information exclusively for the Order, restrict access to it to individuals with a need to know who are bound by confidentiality obligations, shall not disclose it to any third party without authorization, protect them at least as rigorously as its own sensitive information, not use them in any public or unauthorized generative artificial intelligence tools, and return or destroy them at the Buyer’s request, subject to legal retention obligations.

This obligation applies during the term of the contractual relationship and for SEVEN (7) years after its expiration. It remains in effect without limitation as long as the information constitutes a trade secret or remains subject to regulatory, contractual, or classification-based protection.

The Supplier guarantees that its employees, suppliers, and subcontractors will comply with these obligations. The Supplier shall not use the Buyer’s name, trademarks, logos, references, or Products for commercial or advertising purposes without prior written authorization.

9. ETHICS, CORPORATE SOCIAL RESPONSIBILITY, AND PERSONAL DATA

The Supplier complies with laws, international conventions, and principles applicable to human rights; the prohibition of forced labor and child labor; occupational health and safety; working hours and compensation; employment equality; non-discrimination; the prevention of harassment; freedom of association, the fight against corruption, influence peddling, and conflicts of interest, environmental protection, and economic and financial sanctions.

It implements measures commensurate with its size, business activities, location, and the risks associated with the Order. It shall not make, offer, or authorize any improper payment or benefit to obtain or retain a contract with the Purchaser and shall promptly inform the Purchaser of any actual or suspected breach that could affect the contractual relationship or its reputation.

Upon reasonable request by the Buyer, the Supplier shall provide the information necessary to evaluate its CSR performance, including workplace accidents, workplace equality, energy and water consumption, greenhouse gas emissions, waste, recycling, responsible sourcing, ethics, and anti-corruption measures.

Each Party shall comply with Regulation (EU) 2016/679, the French Data Protection Act, and all regulations applicable to personal data. The data exchanged is processed for the management and fulfillment of the Order, compliance with legal obligations, and the defense of rights, for as long as necessary. Each Party shall implement appropriate measures to ensure confidentiality, integrity, and security. Data subjects may exercise their rights with the Party responsible for processing and may file a complaint with the CNIL.

When the Supplier processes personal data on behalf of the Buyer, it acts solely on the basis of documented instructions and enters into an agreement in accordance with Article 28 of the GDPR, specifying, in particular, the subject matter, duration, nature, and purposes of the processing; the categories of data and individuals; security; support, subprocessors, audits, transfers outside the European Economic Area, and the disposition of the data upon completion of the Service.

10. TERM, SUSPENSION, TERMINATION, FORCE MAJEURE, AND DISPUTES

In the event of a breach by the Supplier, the Buyer may issue a formal notice requiring the Supplier to remedy the breach within a reasonable time, without prejudice to any interim or protective measures. If the breach is not remedied, the Buyer may terminate all or part of the Order as of right, without prejudice to the right to claim damages.

The Buyer may immediately suspend or terminate all or part of the Order in the event of a material breach, including a breach of confidentiality, a serious cybersecurity incident attributable to the Supplier, fraud, corruption, forced labor or child labor, counterfeiting or forgery, a serious violation of safety or environmental regulations, a violation of export controls, the loss of an essential certification, authorization, or license, unauthorized subcontracting, or refusal to undergo an audit justified by a critical risk.

An event that falls under Article 1218 of the Civil Code constitutes a case of force majeure. The affected Party shall promptly notify the other Party, provide justification for the event and its consequences, minimize its effects, provide regular updates on the situation, and activate its business continuity measures. Economic difficulties, price fluctuations, foreseeable shortages, ordinary failures by subcontractors, staff shortages, or IT failures resulting from inadequate security measures do not automatically constitute a force majeure event.

If the delay exceeds THIRTY (30) days or jeopardizes the Buyer’s essential needs, the Buyer may cancel all or part of the Order without liability.

Upon termination of the relationship, the Supplier shall ensure reversibility and return all inventory, work in progress, tools, documents, data, access rights, and information necessary for business continuity. Obligations regarding confidentiality, intellectual property, cybersecurity, personal data, warranty, liability, auditing, return, and retention shall survive expiration or termination.

Orders are governed by French law, excluding the Vienna Convention. The Parties shall seek an amicable resolution. If no agreement is reached within THIRTY (30) days following notification of the dispute, any dispute shall fall under the exclusive jurisdiction of the courts of Lyon, including in cases involving multiple defendants, third-party claims, or emergency proceedings.

11. HEALTH AND SAFETY OF INDIVIDUALS

The Supplier shall take all necessary measures to ensure the safety and protect the physical and mental health of its employees, temporary workers, service providers, and subcontractors. It shall comply with regulations, assess risks, and implement appropriate preventive measures: training and information; authorizations and clearances; protective equipment; compliance of work equipment; prevention of chemical, mechanical, electrical, fire, ergonomic, and psychosocial risks; prevention of harassment, violence, and discrimination; and emergency preparedness.

The personnel assigned to the Command possess the necessary skills, medical qualifications, authorizations, and clearances.

At a Buyer’s site, the Supplier shall comply with access, traffic, safety, and emergency procedures; participate in the preliminary joint inspection; establish and implement the required prevention plan or safety protocol; and ensure that its subcontractors comply with it. The Supplier shall immediately report any hazardous situation, near-miss, or accident.

The Buyer may immediately suspend any work that poses a serious or imminent danger, without compensation, if the situation results from a breach by the Supplier. Any serious or significant incident must be reported immediately and must be followed by a root cause analysis and an action plan, which must be communicated to the Buyer.

12. ENVIRONMENT, REGULATED SUBSTANCES, AND PRODUCTS

The Supplier complies with applicable environmental requirements, including those relating to chemical substances and mixtures, emissions, waste, the transportation of hazardous materials, regulated facilities, resource consumption, and pollution prevention.

It ensures compliance with the REACH and CLP regulations, where applicable, provides complete and up-to-date safety data sheets, and informs the Buyer of any regulated substances subject to restrictions, authorizations, or reporting requirements, including substances of very high concern.

No changes to the formulation, material, substance, treatment, or origin that could affect compliance or use may be implemented without prior notice and, when required, the Buyer’s written consent.

The Supplier implements proportionate measures to prevent pollution, reduce waste at the source, promote reuse and recycling, limit energy, water, and material consumption, reduce greenhouse gas emissions, optimize packaging, substitute hazardous substances whenever possible, and take the life cycle into account.

Upon reasonable request, the Seller shall provide the information necessary for the sustainability report, the calculation of the environmental or carbon footprint, and to respond to requests from customers or authorities. The Seller shall immediately notify the Buyer of any environmental incident that may affect the Products, Services, sites, or operations.

13. INFORMATION SECURITY AND CYBERSECURITY

The Provider implements technical and organizational measures commensurate with the sensitivity of the information, the risks, and the criticality of the Service in order to ensure its confidentiality, integrity, availability, authenticity, and traceability.

Depending on the risk, these measures include: governance and periodic risk analysis; access based on a need-to-know basis and the principle of least privilege; multi-factor authentication for sensitive, administrative, or remote access; management of privileged accounts; encryption in transit and at rest; logging and monitoring; protection against malware; vulnerability and patch management; secure, isolated, and tested backups; separation of environments; security for remote access and mobile devices; awareness training; incident management; and secure disposal and destruction.

The Supplier shall not use the Buyer’s information in any public, shared, or unauthorized service involving generative artificial intelligence, analysis, translation, storage, or sharing. The Supplier shall not host or transfer such information outside of authorized territories or infrastructures.

It shall notify the Purchaser within TWENTY-FOUR (24) hours of discovering any confirmed or suspected incident that could affect the Buyer’s information, the Buyer’s information, systems, Products, or Services, or that could result in an interruption or lead to unauthorized access, loss, alteration, or disclosure.

The alert specifies the known information, the affected systems and data, initial measures taken, and the incident contact. An update is provided within SEVENTY-TWO (72) hours, followed by a report analyzing the causes and corrective actions within FIFTEEN (15) business days, unless another timeframe is agreed upon. The Supplier shall preserve evidence and cooperate with the Buyer, its experts, insurers, customers, and authorities.

At the Buyer’s request, the Supplier shall provide information for evaluating its security level: policies, procedures, audits, tests, existing certifications, action plans, recovery tests, or crisis drills. A certification does not exempt the Seller from contractual requirements. The Seller shall pass on the relevant requirements to its subcontractors and remains responsible for their compliance.

14. BUSINESS CONTINUITY AND RESILIENCE

The Supplier identifies and manages industrial, logistical, human, IT, cyber, energy, environmental, geopolitical, and financial risks, as well as risks related to materials, equipment, subcontractors, or sole suppliers that could affect the Order.

When warranted by the nature or criticality of the situation, the organization has a business continuity plan and, for the systems concerned, a disaster recovery plan specifying crisis management procedures, critical activities and resources, recovery timelines, backup solutions, communication, backups, alternative capacities, critical suppliers, and return to normal operations.

It periodically tests these systems, corrects any discrepancies, and promptly notifies the Buyer of any event that could affect continuity, providing details on security measures, recovery timelines, and alternative solutions.

Depending on the level of criticality, the Supplier establishes qualified alternative sources, safety capacities or inventories, monitoring of at-risk components or materials, obsolescence management, and measures to prevent failures by its subcontractors. At the Buyer’s request, the Supplier participates in business continuity or crisis response exercises directly related to the Order.

15. EXPORT CONTROLS, SANCTIONS, AND SENSITIVE INFORMATION

The Supplier complies with applicable regulations governing export controls, dual-use goods and technologies, military equipment, economic and financial sanctions, embargoes, restrictions on technology transfer, and the protection of sensitive or classified information.

It identifies Products, software, technologies, or data subject to restrictions, discloses their regulatory classification and applicable licenses, obtains the necessary authorizations prior to any transfer, refrains from any unauthorized access, transfer, or reexport, complies with any restrictions on destination, use, end user, or nationality, and immediately notifies the Buyer of any difficulties or regulatory changes.

It shall not make any sensitive or regulated information available to any unauthorized person, entity, territory, or infrastructure. When protected, sensitive, or classified information is entrusted to it, it follows the Purchaser’s instructions and ensures that individuals with access have the required authorizations, clearances, and a need to know.

The Supplier shall pass on these obligations to its relevant suppliers and subcontractors. Any breach of this section constitutes a material breach that entitles the other party to suspend or immediately terminate all or part of the Order.