1. PURPOSE
The purpose of these Purchase Order Terms & Conditions ("T&C") is to define the standard terms and conditions
applicable to the purchase order ("Order") issued by KONTRON MODULAR COMPUTERS S.A.S. ("the Purchaser")
to the Supplier, whether said Order concerns the supply of goods or software or the provision of services ("Supply").
They override any other terms and conditions of the Supplier and in particular its Terms and Conditions of Sale if any.
The Order comprises, in order of precedence: (1) the purchase order itself (Supply description, price, delivery time,
etc.) ; (2) any additional terms and conditions; (3) Agreement duly signed with the Purchaser and the Supplier, (4)
these TCP and (5) any document specified on the Order
Any deletion, revision, or addition to these terms and conditions by Supplier is ineffective unless agreed to in writing
by the Purchaser.

2. THE ORDER
The Order is the materialization of the commitment to purchase binding the Supplier and the Purchaser, whatever
the paper form, electronic medium or name (order, call for delivery, etc)
The Order enters into effect on receipt by the Purchaser of the acceptance without reservation of the Order, made by acknowledgement of receipt of the Supplier. Any starting of the execution of an Order by the Supplier amounts to
tacit overall acceptance of the whole of the Order.
By the acceptance of the Order, the Supplier acknowledges having received all the information permitting its
execution.
By the acceptance of the Order, the Supplier confirms that persons working to execute the Order from its organization and from its own suppliers are aware of the Quality Management systems (QMS) as well as their impact on the QMS as:
- Quality policy
- Applicable quality objectives
- Their contribution to the QMS, product or service conformity, and product safety
- Implications of not conforming with the QMS’ requirements
- Relevant changes to documented information
- The importance of ethical behavior
- The importance of the respect of the natural resources, environmental standards and to limit its impact on
the natural environment.
It is the Supplier’s responsibility to request the additional information that it believes to be necessary for the execution of the Order.
Any modification of the Order must be the subject of a protocol accepted by the two parties.

3. PRICES
The price stated in this Order are firm, fixed and non-revisable. Unless otherwise specified in the Purchase order they are free of all taxes except value added tax, duties and levies, carriage and packaging costs, and are to be read as referring to Supplies delivered as provided for in Articles 6 and 7 below.
Prices include all information, components, services and documentation required to fulfill the Order.

4. INVOICING / PAYMENT
Invoices are to be sent to the accounts department of the establishment whose address is shown on the Order or
sent by email at [email protected].
Invoices must state the number of the Order, the number of the Order line, the complete description, the number of
articles, the serial number, the currency applicable to the Order, the CEC (Export Control Codes), the dates and
references of the delivery form and the price specified for each Supply.
A separate invoice shall be drawn up for each Order, in particular in the event of grouped deliveries.
All the payments shall be made subject to the compliance of the Supplies with the specifications and conditions of
the Order accepted by the Supplier.
The Purchaser will pay Supplier the price in accordance with the payment terms and the currency set forth in the
Purchase Order following the latest of the following three dates:
Acceptance of the Supply and its documentation as well as the support files, as provided for in Article 7;
Purchaser's receipt of a properly prepared invoice;
Requested Delivery date in the Order.
The Purchaser reserves the right to offset any amounts due to it by the Supplier against any amounts it may owe the Supplier with respect to the Order.
In the event of payment delay by the Purchaser, the Supplier can apply penalties to the Purchaser that are calculated according to a rate equal to one and half times the statutory interest rate applicable in France

5. EXECUTION TIMES
The contractual times stipulated in the Order accepted by the Supplier are binding and constitute a material element of the Order.
Except in the event of force majeure, any late delivery of an order shall give the right to the Purchaser to the payment of a penalty of 5% of the amount of the waited Supply per week late.
These penalties are not in full discharge of the obligations and do not constitute all-inclusive compensation for
the prejudice suffered by the Purchaser. The application of the penalties is independent from the other sanctions to
which the default of the Supplier may give rise.
The Purchaser shall send a detailed list of the late deliveries and of the amounts of the penalties calculated. The
Supplier shall make its remarks within fourteen (14) days from receipt of the list, in the absence of which the penalties shall be deemed to have been accepted by the Supplier.
The Supplier cannot deliver in advance without a prior written acceptance from the Purchaser. Without this prior
acceptance, the Purchaser can refuse the delivery or delay the payment. The Supplier has to recover the Supply at
its own risk and costs if the Purchaser does not accept the delivery.

6. DELIVERY
Unless otherwise specified in the Purchase order, Every delivery shall be made carriage and packaging free and free
from any costs.
All deliveries from other countries are made in accordance with INCOTERMS 2020 standards and definitions and the
DAP is mutually agreed as INCOTERM used by the MANUFACTURER
All deliveries must be made during regular business hours and at the location specified in the Order. In particular,
any delivery can be refused if it is not accompanied by one delivery form per Order on the Supplier’s headed paper,
stating the number of the Order and the Supply delivered, its gross and net weight and the country of manufacturing and its CEC (Export Control Code). If specified in the Purchase order, a certificate of compliance is requested for each delivered Supply. All requested documents should be in a pouch attached outside the package.

7. COMPLIANCE–REFUSAL–ACCEPTANCE
In the event where the Supply has to be manufactured by the Supplier, the Supplier has to respect all the requirements written in the latest version of the document AQ.LI.100 which can be found at this link :
https://www.kontron.com/about-kontron/contact-us/documents/emea/kom-sa/industrial-quality-requirements-applicable-to-industrial-suppliers-aq-li-100-05e.pdf.
The Suppliers undertakes the full responsibility to purchase components or goods only through authorized sources
by the brands and the Suppliers will collects the entire traceability of the bought products.
Even if there is a temporary shortage of materials, the Supplier undertakes only to obtain supplies from qualified
sources and not to use temporary vendors, such as brokers or others.
Any deviation from this procedure must be communicated to the Purchaser Quality Manager according to the process defined below:
- A request for derogation of supply is to be sent to the quality department of the Purchaser (in which appears
the reference of the component, the quantity, the name of the broker, the Product concerned…) in order to obtain the Purchaser's agreement before the order is placed at the Broker.
After analyzing this request for exemption, if the Purchaser gives a favorable opinion, it is a prior agreement
subject to the test results (in particular specified in the "comments" section of the waiver request).
- On receipt of the components, the Supplier performs the appropriate controls and tests (packaging, visual
inspection, conformity to manufacture’s data, dimensions, verification of the flatness of the pins or balls, RX,
wettability, marking ...) and sends to the Customer the results associated with a derogation request (including the
component reference, the name of the broker, the product concerned, the quantity of cards, the serial numbers of the cards, if known, and the initial supply derogation request) for use on one or more OFs.
- If some of the components remain in stock, the reference of the supply derogation request allows the
Supplier to identify that lot broker. In case of use on other OFs, a derogation request must be sent to the Customer
before each use.
The Supplier’s liability is at least but not limited to 5 times the Product price if a counterfeit part and/or non-compliant raw materials are used for its manufacture, multiplied by the quantity of Products delivered to the client.
It is understood that the Purchaser agrees that the Supplier’s liability may be limited to the value of the delivered item multiplied by the number of Products delivered. If the damage suffered by the Purchaser should exceed this value, after negotiation between the Parties, the Supplier will use his liability insurance.
The Purchaser must have the right to require the Supplier to pay as described above even if the Supplier is able to
repair the counterfeit assembly. If the Purchaser is obliged to deal with claims from its customers concerning the
counterfeit parts, the Supplier must assume all or some of the liability for such claims according to its degree of
involvement in the prejudice concerned.
More detailed rules may be drafted and detailed in a separate document entitled "Original Parts Agreement".
Special Processes
The Supplier must identify and provide the Purchaser with the list of special processes implemented in the
manufacturing of the purchased goods. The Supplier must be able to demonstrate to the Purchaser that all Special
Processes used for the execution of the Order are fully controlled by its organization and/or its own suppliers.
A Special Process means an operation whose compliance cannot immediately or economically be audited (e.g., a
compliance check requiring destruction: paintwork, surface treatment, gluing, varnishing, torqueing, sheathing,
crimping, manual soldering, wave soldering, BGA components soldering).
The Supplier is obliged to deliver a Supply in accordance with its technical documentation, with its offer or quotation
and the specifications of the Order accepted.
It is solely responsible for carrying out all the tests necessary to ensure this compliance before delivery of the Supply
The Purchaser, who may be accompanied by any person appointed thereby, may at any time make any controlling
visit that it considers necessary to the premises on which the Supplies are to be performed, during normal working
hours, in order to ensure the correct performance by the Supplier, of its contractual obligations.
The inspection made on the premises of the Supplier by the Purchaser or by its customer or any other authorized
party can in no event release the Supplier from its liability.
When the Supplier is certified according to a Quality Assurance system (ISO, AQAP, IRIS etc.) or qualified by the
Purchaser, the Purchaser reserves the right to terminate according to the provisions of Article 20 in the event of loss
of the said certification or qualification.
All of part of the Supply that is the subject of standardization (AFNOR, MIL, etc.) must be delivered in absolute
accordance with these standards.
Furthermore, the Supply must comply with the national and European regulations concerning hygiene, safety and the environment (notably as regards dangerous substances and preparations, waste (packaging), electricity,
electromagnetic / ionizing / optical radiation, vibrations, etc.).
The return of a Supply that does not comply shall be made by the Purchaser carriage collect to the address of the
Supplier. Any Supply refused shall then be considered as not having been made.

8. TRANSFER OF OWNERSHIP AND RISKS
Whatever the Incoterm used for the shipment, the Supplier shall retain the ownership of the Supplies until their actual delivery to the address requested on the Purchaser’s Order.
The transfer of the risks takes place according to the provisions of the DAP Incoterm, whether the delivery is coming
from abroad or from France.

9. ADDITIONAL COSTS FOR NON-COMPLIANCE
In the event of noncompliant delivery of the Order, the administrative costs associated with such noncompliance shall be passed on to the Supplier
The administrative expenses incurred in the return of the noncompliant Supply, with the exception of carriage charges.
The Supplier remains fully responsible for any other cost or damage sustained by the Purchaser and/or its customers as a result of the noncompliance of the Supply delivered.
The Purchaser shall send a detailed list of the noncompliant Supplies and the costs it has calculated. The Supplier
shall furnish its remarks within fourteen (14) days of receipt of the list, failing which the amounts shall be deemed to be accepted by the Supplier

10. WARRANTY
The Supplier guarantees that the Supply complies with its technical documentation, its quotation and the
specifications of the Order.
The contractual term of the guarantee is thirty-six (36) months from the date of delivery.
The guarantee consists of the replacement or the repair of the Supply free of charge (parts and labour).
The Supplier shall bear all the corresponding costs as well as the insurance and the freight charges for all the
transports of the equipment exchanged under the guarantee.
The Supplier undertakes to provide the replacement or the repair within fifteen (15) business days from the sending
of the defective Supply.
The initial basic guarantee of thirty-six (36) months is preserved in all cases.
Any replacement or repair, even partial, of/to a Supply affected by a defect shall give rise to the application of a new
warranty period covering the Supply concerned for a period of thirty-six (36) months from the date of the repair or
replacement

11. SYSTEMATIC DEFECTS
In the event where the Supplies should present Systematic Defects, the Purchaser shall immediately inform the
Supplier of the recording of the epidemic phenomenon. The Purchaser shall provide all the information necessary to
assist the Supplier to reproduce the systematic defects.
The Supplier undertakes, at its expense, to:
(a) conduct the analyses of the root cause as soon as possible.
(b) send to the Purchaser a weekly progress report on the progress of the analysis of the root causes,
(c) propose a plan for corrective action or modifications to all or part of the Supply to the Purchaser within thirty
(30) days,
(d) take, after acceptance by the Purchaser, the corrective action or make the modifications to the Supplies
delivered. The methods of updating the Supplies set up within the customer systems shall be stipulated between the Purchaser and the Supplier in such a way as to disturb the operational availability as little as possible.
(e) apply the modifications approved to all the future supplies to be delivered
(f) update the associated documents and product codes
(g) guarantee the traceability of the possible versions of the Supply during the updating of firmware or equipment.
The Supplier must use its best efforts to solve the systematic defects. This obligation applies throughout the term of this contract.

12. PRODUCTION CONTINUITY
The Supplier undertakes to take all measures necessary to guarantee to the Purchaser the continuity of production
of the Supply for a period of 8 years from the first Order.
Furthermore, the Supplier undertakes to conserve the information allowing the guaranteeing of the traceability of
manufacturing and control operations during the said period
The Supplier shall immediately inform the Purchaser of any major change to the product, in particular, a change of a
physical, mechanical or electronic feature, whether this change affects the functioning of the Supply or not. In the
event of a major change, the Purchaser shall have the right to require a change in the product code from the Supplier
to ensure the traceability thereof. At the time of a major change, the Purchaser can require the continuity of production
of the product for a period of 12 months at the revision index preceding the change.
The Supplier shall constitute sufficient stocks of components to meet its obligations. It shall keep any tool or dossier necessary for the production of the Supplies in a good state of use.

13. OBSOLESCENCE
In the event of obsolescence of components forming part of the Supply, the Supplier shall inform the Purchaser on
receipt of the notice from its suppliers.
If the Supplier decides to stop the marketing of the Supply because of Major obsolescence, the Supplier shall formally notify the Purchaser by specifying the date of the end of the useful life of the Supply and the nature of the Major Obsolescence. The Supplier undertakes to honour the orders of the Purchaser for a period of 12 months from the formal notification.
The Supplier undertakes, at its expense, to constitute for the execution of its manufacturer’s guarantee a sufficient
safety stock and to propose a replacement solution with a commitment to backwards compatibility in terms of functions and performance of the Supply.

14. SUBCONTRACTORS AND SUPPLIERS
Unless expressly stipulated to the contrary, the Supplier is responsible concerning the choice of its subcontractors
and suppliers. In any event, the Supplier remains liable for overseeing the latter and is solely answerable and liable
for the proper execution of the Order.
The Supplier undertakes to pass on the Purchaser's contractual requirements to its subcontractors and suppliers,
and in particular, the obligations with respect to insurance, continuance of manufacture, obsolescence, special
processes, industrial changes, confidentiality, and items listed on the Chapter 2 of this document, compliance with
standards, conflict minerals, Human Trafficking and slavery, code of conduct, respect of the natural resources,
environmental standards and to limit its impact on the natural environment, Export control (Chapter 22 of this
document), etc...
The supplier has to alert the Purchaser in writing if there is any change in its own supply chain. The Supplier has to
provide to the Purchaser a risk analysis relative to this change The Supplier has the right to refuse the changes if he
justifies the reasons.

15. MODIFICATION OF SPECIFIC SUPPLIES
If changes or modifications should take place in the features of the Supply, the Supplier undertakes to notify the
Purchaser thereof as soon as possible and to propose to it a solution with full backwards compatibility with the Supply, in terms of functions, performance, connexions and mechanical interfaces.The Supplier must obtain the Purchaser's prior written consent before making any changes to the form, operation, processes, components, technical specifications or appearance of the Supplies.
In case of disagreement, the Purchaser can cancel the Order in application from chapter 20 of this document.

16. TOOLS AND GOODS IN SUPPLIER'S CUSTODY
Tools produced by the Supplier on the Purchaser's behalf and wholly or partly at the Purchaser's expense ("Specific
Tools"), as well as goods, including Supplies in the course of repair and tools made available by the Purchaser, must
be used solely for the purposes of the Order. The Purchaser acquires ownership of the Specific Tools as they are
produced. The Specific Tools and goods shall be identified and marked as the property of the Purchaser. The custody
and maintenance of such goods and Specific Tools shall be provided by the Supplier at its own expense and risk. To
this end, the Supplier shall subscribe all necessary insurance policies and furnish satisfactory evidence of same to the Purchaser. The Supplier shall maintain up to date manufacturing specifications and control records for the Specific Tools. Such documents must ensure the identical reproducibility of the said Specific Tools. The Supplier undertakes to return the Specific Tools, goods and documents to the Purchaser in good condition upon the first request.

17. FORCE MAJEURE
Whichever party claims force majeure shall inform the other party to this effect in writing, with documentary evidence, within two (2) working days after the occurrence of the case of force majeure and specify its foreseeable duration.
In particular, labour conflicts (excluding general strikes), rationing, and price rises for raw materials, cyber attacks are not considered cases of force majeure.
In the event where the hindrance of the Supplier due to force majeure should last more than thirty (30) days, the
Purchaser shall have the right to automatically pronounce the termination of the Order by sending a registered letter with acknowledgement of receipt.

18. DEFERRED DELIVERY
The Purchaser can request the Supplier to defer the delivery of Supplies for a maximum period of six (6) months with no other formality and cost penalty for the Purchaser.

19. TERMINATION FOR CONVENIENCE
The Purchaser may terminate the Order for convenience, in whole or in part, as of right and fifteen (15) days' notice,
merely by sending a registered letter acknowledgement of receipt. On receipt of the notice, the Supplier undertakes
to proceed with only those operations involved in liquidating the Order. The liquidation calculation shall include: (a)
to the Supplier's debit: the sums paid as an advance, deposit and/or set payments, whether partial or balance
payments, the amount of penalties due, etc.; (b) to the Supplier's credit: the value of delivered and accepted Supplies, and expenses actually incurred that cannot be used for other customers, and duly accepted by the Purchaser. Under no circumstances may the Supplier receive an amount higher than that it would have received in the event of fulfillment of the Order.

20. TERMINATION FOR BREACH
If the Supplier fails to discharge any one of its obligations under the Order, and after a formal request to remedy the
failure within eight (8) days has been sent by registered letter with acknowledgement of receipt, the Purchaser may
pronounce the termination as of right of the Order or any part thereof. Such termination shall be carried out without
prejudice to the application of late delivery penalties or any right or remedy the Purchaser may claim due to the
breach.
The Supplier undertakes to transfer, at no cost, to the Purchaser or to any third party chosen by the Purchaser, all
resources (including all licenses) required to fulfill the Order.

21. INTELLECTUAL PROPERTY
Subject to third party rights, each Party retains the intellectual property rights that predate the effective date of the
Order.
The Purchaser is sole owner of all results and associated intellectual property rights arising out of or deriving from
fulfillment of the Order and in particular :
Industrial rights : When inventions or results that can be protected under industrial property rights are produced within the framework of the Order, the registration of industrial property titles is carried out exclusively by the Purchaser, at its initiative, on its own behalf and at its own expense.
Copyright : The Supplier assigns and the Purchaser acquires all proprietary rights on creations that can be protected
by copyright ("Works") within the framework of the Order, as and when they are created, exclusively and definitively
throughout the term of legal protection, worldwide, on any support medium (paper, magnetic, digital, etc. and in
particular in the form of source and binary codes and the associated documentation in the case of software). The
Supplier thus assigns the rights to use, reproduce, represent, disseminate, adapt, translate, modify, commercialize,
exploit byproducts of, and reassign the said Works.
Non-infringement warranty: The Supplier guarantees the Purchaser and/or its customers of free enjoyment of the
Supplies covered by the Order.
To this end, the Supplier undertakes to assume all consequences, and all expenses and risks borne by the Purchaser
and/or its customers that may arise from any third party claim and/or action because of an alleged infringement of
intellectual property rights.
Should a court of law or an arbitrator, even within the framework of an expedited or preliminary judicial proceeding,
deem that the Supplies constitute an infringement, the Supplier undertakes without delay and at its risk to obtain the rights for the Purchaser and/or its customers to continue using the Supplies in accordance with the terms and
conditions of the Order, or failing this to modify the Supplies or replace the offending Supplies with equivalent supplies, with the Purchaser's prior written consent.
The Purchaser reserves the right to produce itself, or to have a third party produce equivalent Supplies to the offending Supplies, at the Supplier's expense. To this end, all patents, licenses, technical data and manufacturing specifications shall be transferred to the Purchaser at no cost and with no restrictions so that the Purchaser can discharge its obligations to its customers.

22. EXPORT CONTROL
Before the entry into effect of this Order, the Supplier shall notify the Purchaser, in a "Commodity Export
Classification" form duly filled in and signed by the Manufacturer, as to whether all or some of the Supplies, including their technical documentation, are subject or not to any regulations whatsoever concerning export control.
The Supplier guarantees that any member which have to work on the Order of its company or its subcontractor has
the nationality of one of the country listed on the ITAR PROHIBITED COUNTRY LIST (22 CFR 126.1) or the American
nationality or has an American green card.
The Supplier declares and guarantees that the information sent to the Purchaser is complete and accurate and
undertakes to notify in writing to the Purchaser, as soon as it has knowledge thereof, any change in the regulations
capable of altering the export control regime applicable to the Supply.
In the event where the exporting and/or the re-exporting of the Supplies should be subject to the obtaining of a license by the governmental authorities, the entry into effect of this Order shall be subject to the actual issuing of the said license that the Supplier undertakes to provide on receipt to the Purchaser.
In the event where the license should be withdrawn, not renewed or invalidated because of the Supplier, the
Purchaser can terminate this Order for breach according to the provisions of Article 20.
The Supplier shall indemnify and shall hold unharmed the Purchaser and its customers for any liability and any
damaging consequences resulting from the breach by the Supplier of any one whatsoever of the obligations stipulated in this Article.

23. INSURANCE
The Supplier shall insure and/or keep insured with first class insurers for appropriate cover and capital given the risks incurred, any damage whatever the cause thereof as long as it is insurable, caused to its operating assets as well as its third party liability for the damage caused to the Purchaser and to third parties, both before and after the delivery of the Supplies, for the total duration of the existence of the risk.
The Supplier shall produce, before the entry into effect of the Order and at each annual payment date, any insurance
certificates issued and signed by its insurers certifying the existence, validity and the adequacy of the cover for the
risks and liability stipulated above.
The Supplier undertakes to perform all of its obligations in such a way as to ensure the application of its insurance
cover. The Supplier must, in particular, declare to its insurers the exact and complete nature of its activities and pay
its premiums.

24. CONFIDENTIALITY / ADVERTISING
The Supplier undertakes not to communicate to any persons other than those necessary for the execution of the
Order, the documents, specifications, plans and other written and/or verbal information, in any form and/or on any
support whatsoever, received during the execution of the Order. The Supplier undertakes to take any measures with
its staff and as regards persons and/or companies with which it is in contact so that this restriction is strictly complied with.
The conditions of this Order as well as its existence cannot give rise, in any event and in any form to direct or indirect advertising without the prior, written permission of the Purchaser.

25. CODE OF CONDUCT
The Supplier has to comply with the Kontron’s Supplier Code of Conduct or have a code of conduct, which includes
the elements of the Kontron’s Supplier Code of Conduct. A full listing of the Supplier Code of Conduct can be found
at https://www.kontron.ag/about/corporate-governance/ .
The principles and values of Kontron set forth in the Kontron Code of Conduct for its employees, also apply to
suppliers of Kontron. The Supplier can ask for a copy if it can’t read the Code of Conduct on Kontron’s Web site.
Main topics are:
-COMPLIANCE WITH LAWS, RULES AND REGULATIONS; Conventions and recommendations of international
organizations
-BUSINESS CONDUCT OF SUPPLIERS AND FAIR PRACTICE OF BUSINESS OPERATIONS; Prohibition of
corruption; extortion and bribery; Combating money laundering; Conflict of interest; IT-security / handling of non-
public information / data protection / respect of intellectual property of third party
-RESPECT OF HUMAN RIGHTS; Prohibition of modern slavery; Young workers and prohibition of child labor, Fair
labor practices / diversity & equal opportunities and non-discrimination; Freedom of association and collective
bargaining; Wages and benefits; Working hours; Health and safety
-ENVIRONMENTAL RESPONSIBILITY; Supplier shall ensure to minimize and to possibly avoid waste of all types,
e.g. the reduction of water consumption as well as to promote the reduced usage of energy, fossil fuels, minerals and other resources, including raw materials. Waste treatment shall be in accordance with environmental laws.
Plus other chapter relative to :
Responsible mineral sourcing / reach and RoHs compliance; Usage of original parts / counterfeit parts prevention;
Sustainable resources management / waste reduction / hazardous substances; Pollution prevention / energy
efficiency / renewable energy
-ADHERENCE TO EXPORT, IMPORT AND TRADE CONTROLS
-SUPPLIER’S SUPPLY CHAIN
-CONTROL MEACHANISM
-CONSEQUENCES OF NON-COMPLIANCE
-REPORTING OF NON-COMPLIANCE AND CONCERNS
Kontron expects its suppliers to fully comply with the Kontron Supplier Code of Conduct. Kontron shall be informed
immediately of any violations of the Kontron Supplier Code of Conduct.
26. CYBER SECURITY
The Supplier must provide adequate security for “covered Supplier information systems," to include implementing the security controls of the latest version of National Institute of Standards and Technology (NIST) SP 800-171. A
"covered Supplier information system" is defined as an unclassified system that is owned, or operated by or for, a
supplier and that processes, stores, or transmits covered defense information.
Even if the Supplier has neither to process, nor store, nor transmit covered defense information, he should be able
to give proofs that its system is robust enough against any cyber-attack and has adequate system backups.

27. OFFICIAL SUPERVISION:
Any Order pertaining to a military program may be subject to the official quality assurance of the Délégation Générale pour l'Armement (DGA). Moreover, pursuant to the NATO standardization agreement, a foreign Supplier to a NATO member country shall be supervised, at the request of the DGA's Quality Department, by the national quality
assurance authority.
Any Order pertaining to a civil aeronautical program is open to supervision by the French airworthiness authorities
(DGAC). French Suppliers outsourcing to non French companies for civil aviation contracts must apply the provisions
of issue GSAC P31 50 "Soustraitance de production à l’étranger (Subcontracting Production Outside France for
French Products).
Should supervision be engaged by or on behalf of one of the abovementioned authorities, all technical information
concerning Orders in progress must be communicated to them and they must be given access to the areas necessary for their supervision. The Supplier undertakes to keep the Purchaser informed of any measures it may be led to take in such a context.

28. GOVERNMENT CONTRACTS
In so far as the Order constitutes a subcontract to a government contract, the Purchaser shall inform the Supplier to
this effect and the Supplier recognizes and accepts that the statutory requirements, specifications manual, clauses
and general terms and conditions governing said government contract also apply to the Order, with such modifications as the circumstances require.

29. OFF-SET
Insofar as the Purchaser is subject to offset obligations within the framework of its primary contract, the Supplier
undertakes to contribute to same on the basis of its share in the performance of the said primary contract

30. ASSIGNMENT
The Supplier is solely responsible to the Purchaser for the performance of the terms and conditions of the Order,
which it can neither assign nor transfer to a third party, in whole or in part, without the prior written consent of the
Purchaser.
The Purchaser remains free to assign or transfer, in whole or in part, its rights and obligations by virtue of the Order.

31. APPLICABLE LAW
The Order is governed by French law, and the parties expressly exclude the application of the United Nations
Convention on contract for international sale of goods signed in Vienna on 11th April 1980.

32. DISPUTE RESOLUTION
Disputes, controversies or claims arising from or in relation to this Order shall be lodged with the Commercial Court
of Toulon (Tribunal de Commerce de Toulon) and solely the French language should be used.

33. SURVIVAL
The rights and obligations of the Parties under Articles 9, 10, 11, 12, 13, 16, 21, 22, 23, 24, 25,26,27,28, 29, 30, 31
and 32 shall survive the expiry or early termination of the Order.