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General Terms of Sales






Article1. GENERAL PROVISIONS

Only our general terms of sale are applicable. The placing of an order with us means acceptance of all this document without reservation.

Article 2. ORDERS

The information in our catalogues and price lists is for guidance only and does not represent a sales offer to any enquiry


Orders booked and proposals made by our employees, agents and other representatives will be binding elements once the acknowledgment of order has been offered


Orders of Special equipment may be delivered into quantities different from the one ordered depending on the manufacturing conditions of such equipment


Article 3. PRICES

Prices are always stated as net amounts, excluding taxes and any other charge, for packed Products placed at the Buyer's disposal on the Vendor's premises.

The Buyer will pay for all rights, taxes and other official charges, as well as the duties and expenses for customs formalities for export and import of Products and, if necessary, transit abroad.

The Buyer will advance to the Vendor whatever part of said costs, charges or expenses the latter may be required to pay, so that the amount paid to and retained by the Vendor is the price net of taxes. The taxes due at the time of invoicing are invoiced and payable in full at the time of delivery.

To take advantage of provisions suspending the payment of taxes, the Buyer may have to provide the Vendor with the export documents officially required at the time it places its Order.

Late submission of said documents shall not be used by the Buyer to withhold payment of invoices in accordance with the Contract, including taxes, whether in whole or in part. Refund of exonerated taxes and accounting revisions will occur only after receipt of such documents.

Unless otherwise stipulated in the terms of acceptance of an Order, quoted prices always mean "FCA (Free Carrier) from our sites, packing costs being invoiced in addition", in accordance with the Incoterms 2010 of the International Chamber of Commerce.

The Buyer is responsible for paying any increase in the cost of rights, taxes, levies and stamps occurring after placement of the Order, even if said change purports to discharge in whole or in part the Buyer of any.

More generally and notwithstanding anything to the contrary, the Order Price and/or the schedule of work included in the Order shall be adjusted as a result of an increase or decrease in costs or / and of extension or reduction of the time schedule due to the execution of any new law or regulation or of any change in existing laws and regulations which occur after the bid due date or change in the interpretation of any applicable law or regulation of any governmental or other authority having jurisdiction.

Unless otherwise stipulated in the Offer and Order, quoted prices are valid one (1) month.

Beyond this period of one (1) month, prices are subject to adjustment by the Vendor so as to take into account unforeseeable variations, for instance in the costs of materials, energy and labor occurring between the date of the last Offer and the contractual delivery date. The Buyer hereby recognizes and acknowledges this fact, and that such price adjustments are valid without its prior agreement. Nevertheless and insofar as possible, the Vendor will, within a reasonable time, inform the Buyer of its intent to make such adjustments before they become effective, giving the Buyer all reasonable information in its possession concerning the need for, and methods used, in computing them.

Nevertheless, in the event of supervening events, unforeseeable or unforeseen by the Parties on the day of the last Offer or of the Order, which upset the economic bases of the Contract to the Vendor's prejudice, the most diligent Party will without delay make a formal request for revision of Order(s) affected by said events and of such a nature that the Parties will in good faith agree as soon as possible to adjust the price or the schedule of delivery or, if necessary, the elements in the formula for indexing the price, in order to put the Parties in a position of equilibrium similar to that existing when they entered into their Contract.

If the Parties are unable to reach a friendly agreement within thirty (30) calendar days following a request to adapt the price or economic terms of the Contract, each Party will have the right to terminate the Contract, by registered letter giving seven (7) days-notice of said termination, without compensation to either Party other than sums due to the Vendor in accordance with Article 13


Article 4. SHIPMENT - PACKING - PLACE OF DELIVERY AND ASSUMPTION OF RISK

Unless otherwise stipulated with the Buyer when an Order is accepted, the Vendor will deliver the Products "FCA (Free Carrier) from our sites, packing costs being invoiced in addition" (International Chamber of Commerce, Incoterms 2010).

Any specific packaging requested by the Buyer will be invoiced by the Vendor to the Buyer.

All risks of loss or damage to the Products are assumed by the Buyer from the moment they are placed at its disposal by the Vendor at the agreed upon place of delivery and within the time stipulated in the Order. From that moment on, as between the Vendor and the Buyer, the latter will bear the risks of delay, loss or damage caused, for example, by any carrier, whether or not related transportation of the Products has been arranged by the Vendor.

In the absence of instructions as to the place of delivery, or in case of impossibility of dispatching the Products for reasons independent of the Vendor's will, delivery will be deemed to occur upon notice of the Product's availability, the Products thereupon being at the Buyer's disposal in the Vendor's buildings, with all risks of loss or damage bearing on the Buyer, and the Vendor reserving the possibility of invoicing storage expenses.

Unless otherwise requested by the Buyer, the Vendor will select the means of transport considered most convenient and economically sound for dispatching the Products on behalf of the Buyer, without any kind of responsibility being incurred by the Vendor as a result thereof.

Article 5. DELIVERY DATES

Delivery periods do not begin to run before the Vendor accepts ("Acceptance") an Order.


A delivery period begins to run as of the date when the last of the following occurs:

- Receipt by the Vendor of all information necessary for execution of an Order; and/or

- Receipt of an Order's installment payment; and/or

- For Products or parts thereof imported by the Vendor, notification of receipt by the Vendor of any required import and/or export license.


In case the Buyer must approve a production schedule, a delivery period does not begin to run until the Vendor receives notice of such approval from the Buyer.

If the Buyer is unable to take physical custody of the Products on the agreed upon delivery date, the Vendor will have the right to store the Products at the Buyer's expense, without modifying the terms of payment defined in Article 7.

Storage expenses for products of more than 100m will equal twice the interest rate Euribor per month, as compensation for late payments and for safeguarding the Products.

Delivery dates may be extended for any cause beyond the Vendor's control making it impossible to meet contractual performance deadlines. Examples of such causes beyond the Vendor's control include events such as labor strikes, embargoes, accidental injuries, tool malfunctions, riots, wars, fires, natural disasters, and other events of a similar nature such as bad weather, supply difficulties, accidental production stoppages, unforeseeable market trends, and so on. It is expressly agreed that no such force majeure event beyond either Party's control may relieve the Buyer from its primary obligation to make timely payments to the Vendor in accordance with the Contract.

Unless expressly agreed otherwise by the Parties, the phrase "delay penalty", or other similar phrase, shall mean the compensation owed by the Vendor as liquidated damages for harm to the Buyer caused by a delay of delivery. If the Parties agree upon a delay penalties clause, such clause shall not apply to the related and entire Order but only to the Products affected by a delivery delay.

A delay penalty clause included in an Order shall always apply: only to a delay exclusively attributable to the Vendor or its subcontractors; only after prior written notice by the Buyer; and only after the expiration of a fifteen (15) calendar days grace period, beyond the contractual delivery date, within which such a delay penalties clause shall be inapplicable. The maximum of any such penalty for delayed delivery of Products shall never exceed five percent (5%) of said Products' Order price, before taxes. Moreover, any such delay penalty clauses shall always be deemed Buyer's sole and exclusive remedy in respect of said delay and to exclude any other compensation of whatsoever kind and on whatsoever legal ground.

A delay penalty clause included in an Order shall always apply: only to a delay exclusively attributable to the Vendor or its subcontractors; only after prior written notice by the Buyer; and only after the expiration of a fifteen (15) calendar days grace period, beyond the contractual delivery date, within which such a delay penalties clause shall be inapplicable. The maximum of any such penalty for delayed delivery of Products shall never exceed five percent (5%) of said Products' Order price, before taxes. Moreover, any such delay penalty clauses shall always be deemed Buyer's sole and exclusive remedy in respect of said delay and to exclude any other compensation of whatsoever kind and on whatsoever legal ground.

In no circumstance shall a delay of delivery be deemed to justify the termination or cancellation of an Order.

Article 6. INSTANCES OF FORCE MAJEURE

"Event of Force Majeure" means an event beyond the control of Company and Distributor, which prevents a Party from complying with any of its obligations under this Contract, including but not limited to:

* War, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo; or

* Rebellion, revolution, insurrection, military, usurped power, civil war; or

* Contamination by radio-activity from any nuclear fuel, from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, of other hazardous properties of any explosive nuclear assembly, of nuclear component of such assembly; or

* Riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of Distributor or

* Of his shipping Subcontractors; or

* Acts or threats of terrorism; or

* Specific incidents of exceptional adverse weather conditions in excess of those required to be designed for in this Agreement which are materially worse than those encountered in the relevant places at the relevant time of year during the twenty (20) years prior to the Effective Date;

* Tempest, earthquake or any other natural disaster of overwhelming proportions; pollution of water sources; or

* Discontinuation of electricity supply, not covered by the agreement concluded with the utility company located in the country of Company or Distributor; or

* Other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts,


Consequences of Force Majeure Event.

Neither Company nor Distributor shall be considered in breach of this Contract to the extent that performance of their respective obligations (excluding payment obligations) is prevented by an Event of Force Majeure that arises after the Effective contract Date.

The Party (the "Affected Party") prevented from carrying out its obligations hereunder shall give notice to the other Party of an Event of Force Majeure upon it being foreseen by, or becoming known to, the Affected Party.

If and to the extent that the Affected Party prevented from executing the Services by the Event of Force Majeure, the Affected Party shall be relieved of its obligations to provide the Services but shall endeavor to continue to perform its obligations under the Contract so far as reasonably practicable, provided that if and to the extent that the Affected Party incurs additional Cost in so doing.


The Company shall, and shall procure that Distributor shall, at all times take all reasonable steps within their respective powers and consistent with Good Operating Practices (but without incurring unreasonable additional costs) to:

(a) Prevent Force Majeure Events affecting the performance of Company's obligations under this Agreement;

(b) Mitigate the effect of any Force Majeure Event; and

(c) Comply with its obligations under this Agreement.

The Parties shall consult together in relation to the above matters following the occurrence of a Force Majeure Event.

Article 7. PAYMENT

Unless expressly specified otherwise in the Offer, prices are payable net, no later than thirty (30) days of the invoice issuance date.

The Vendor reserves the possibility of assigning its receivables to a collection or factoring agency.

Within the framework of financing its activity, the Vendor reserves the option of assigning commercial receivables to an ad hoc institution (e.g. bank, financial institution...) without any modification of current dealings or any change concerning the management or the achievement of the Buyer orders. The settling of aforementioned receivables is made whether through the Vendor or directly through the ad hoc institution to the extent the Buyer will be regularly notified by the ad hoc institution.

The mode of payment and of possible installments shall be expressly agreed upon in the Contract.

The Vendor reserves the right, under all circumstances, to demand that the Buyer pay by transfer or bill of exchange. The Vendor accepts payments by promissory note (French Commercial Law L512-8).

Overdue payments generate interest ipso jure at the rate of 2% per month.

Non-payment of a fraction of the price when due, or non-observance of any payment's due date, shall trigger the Vendor's right to demand immediate payment of all sums then still due, (bills of exchange included), and to retain installments held by the Vendor as well as tools and other items in the Vendor's custody, until full payment of all sums due.

Any discount will be automatically cancelled if payment is not made when due and added to the total amount due.

As compensation for the prejudice suffered as a result of said late payment(s) for orders of more than 100'000, the Buyer will pay the Vendor without delay a sum equal to the annual rate of interest of 15% applied to the entire outstanding unpaid balance, such sum to be due upon the day following the invoice date of the late payment in question, without necessity of a reminder.

In addition to this sum, the Buyer will reimburse the Vendor of the corresponding collection expenses, with a minimum fixed compensation of 50 (or its equivalent in the invoiced currency) per unpaid invoice.

The non-payment of an invoice when due, whether partial or in full and for whatever reason, entitles the Vendor to cease delivering Products and/or to stop all work, without notice or other formality. Such a decision, a matter of entitlement attributable to the Buyer, entails the right retroactively to cancel existing contracts, without affecting the Vendor's right to compensation, or possible damages together with interest.

Article 8. RESERVATION OF TITLE

The transfer of title to delivered Products shall occur only after the Vendor receives full payment of the price and auxiliary charges, in accordance with French Commercial Law L624-16..

This reservation of title does not prevent transfer to the Buyer, upon the Products' delivery, of all risks of loss and deterioration, as well as of damage they might occasion.

If the Buyer fails to make a payment when due, the Vendor may reclaim specific Products, or all products of the same kind and quality held by the Buyer. In case the Vendor repossesses said Products, the Buyer will be credited with their price after deducting, on one hand, the costs of repossession and, on the other, their possible loss of value between the Contract and repossession dates.

Before acquiring title to the Products, the Buyer may neither grant any security interest therein to a third party, nor transform or resell them, without the Vendor's prior written consent.

The transfer of risks being effective as of delivery, the Buyer shall assist the Vendor in any action the latter may be required to take in order to protect its rights of ownership.

The Buyer commits itself to ensuring the Products as of their delivery, with the Vendor as beneficiary, against all risks that they might encounter or cause. The Buyer commits itself, under all circumstances, to maintaining delivered Products in such a manner as to avoid any confusion about their ownership by the Vendor.

Article 9. WARANTIES AND CIVIL LIABILITY

All our products having successfully undergone our quality control procedures are warranted by contract for a period of twelve (12) months against any defect in manufacture of materials from date of sale. The Vendor's responsibility is limited to delivering Products in conformity with the drawings signed to by the Parties.

The Vendor's responsibility shall in no case extend either to design or definition of components of the Products, as the Buyer shall, in any event, bear the entire responsibility for the industrial result of the Products, including responsibility for errors or omissions in technical specifications, criteria or standards. Unless expressly agreed otherwise in writing, all responsibility for choice of Products is incumbent upon the Buyer.

In the event a Product is found defective, the Vendor shall be responsible only with for repair or replacement of that specific Product, pure and simple, by implementing logistical means as to which it shall be the sole judge, without any other form of recourse or compensation against the Vendor. Excluded from all guarantees are defects or damages resulting from storage or use of Products by the Buyer or its customers under conditions either anomalous or not in conformity with accepted norms. Any repair of a Product, including one found defective, done without the Vendor's prior consent, shall result in loss of all guarantees, as well as of any right of recourse against the Vendor.

The guarantees defined above cover only repair or replacement of delivered Products found defective by the Vendor after return of said Products by the Buyer, and all charges for transport, packing, assembly, disassembly or other ancillary costs remain the Buyer's burden. The Vendor will not accept return of any Product without its prior written authorization.

Under any hypothesis, the Vendor's maximum civil liability as to any given Order, for damage caused by delivered Products, is expressly limited to compensation not exceeding two (2) times the invoiced net amount of such Products' materials, or in the case of Products which consist in provision of services, two (2) times such Products' invoiced net amount, the Buyer renouncing on its own account as well as that of its insurers any right to compensation beyond such sum, which is accepted as the financial limit of the Vendor's responsibility.

In the event of periodic, partial deliveries of an Order, this limit of responsibility and financial compensation is understood to apply per calendar year, and that its stipulation is for the benefit of the Vendor, its managers, employees and guarantors, as well as its respective insurers and beneficiaries. In no case may the Vendor be held responsible for indirect or consequential damage ultimately suffered by the Buyer, including but not limited to loss of use, loss of product, loss of profit or business interruption.

The Vendor is hereby and expressly exonerated from all contractual liability resulting from the Buyer's failure to timely provide all items the Vendor needs for proper execution of the Order, or from the Buyer providing the wrong items to the Vendor, thereby preventing execution of the Order as agreed. In such a case, the Parties will meet and discuss the terms of an addendum to the Order intended to rectify the situation, bearing in mind the need to modify the Order's price and/or delivery dates.

Customer's obligations. To make a claim under the warranty, the Customer must inform the Supplier of the defects alleged in the equipment, in writing and within no more than forty-eight (48) hours of the occurrence of the said defects, supply all available evidence of the existence of the said defects and give the Supplier every opportunity to verify the existence of the said defects and correct them.

Waiver of recourse. The Customer agrees to waive all rights of recourse against the Supplier and the Supplier's insurers and to procure that its insurers and third parties in a contractual relationship with it also waive all such rights, beyond the limits and exclusions determined in these general terms.

Implementation. The Supplier may only be held liable if the Customer has first established the existence of the damage, the existence of wrongful conduct by the Supplier and the fact that the damage was caused by the said wrongful conduct. In the absence of a decision issued by a court of law having force of law, the said elements may only be established by a settlement, previously negotiated and agreed between the parties, in accordance with the statutory requirements.


Article 10. RETURN OF GOODS - COMPLAINT

Any complaint must be addressed to the Vendor's sales manager in charge of the Buyer's Order, or to the person in charge of quality control at the factory that delivered the Products. Any Products returned by the Buyer must be addressed to the Vendor's factory that delivered the Products. The Buyer shall bear all risks concerning the return of any Products until it finally arrives in the Vendor's factory.

Any claimed defect must be established by evidence. If the Products are found to be defective, the

Vendor reserves the right to cure said defect(s) by any one of the three following modes:

(a) By replacing the defective Products in the Buyer's premises;

(b) By repairing the defective Products in the Vendor's factories; or

(c) By refunding the price invoiced and paid by the Buyer for the defective Products.

If mode (b) or (c) is chosen, the replaced or refunded Products will, at the Vendor's discretion, once again become its property.

Article 11. JURISDICTION - APPLICABLE LAW

3.1 - Unless expressly agreed otherwise by the Parties, any litigation relating to sale and/or delivery by the Vendor, or other execution of an Order, including warranty claims and/or plurality of defendants, is within the exclusive jurisdiction of the Courts of Paris (France).

3.2 - All matters concerning an Order will be determined in accordance with French law, excluding provisions of French private international law.

Article 12. CANCELLATION - TERMINATION

A simple delay in delivery, nonobservance of a procedure, or any cause beyond the Vendor's reasonable control, such as one attributable to a third party, which makes it impossible for the Vendor to fulfill its contractual obligations, shall be deemed to justify neither a request for any sort of compensation, nor the cancellation or termination of all or part of an Order by the Buyer.

The Vendor shall have the right to terminate the Contract if the Buyer is in bankruptcy or liquidation proceedings, or in the event a significant change occurs in the Buyer's legal circumstances undermining its solvency. However, termination of a Contract shall not reduce the Buyer's debts to the Vendor.

If the Buyer, for its own reasons, unilaterally cancels or terminates all or part of an Order, it shall immediately pay to the Vendor financial compensation in an amount, as shown in the table below, which depends upon the date of such cancellation or termination relative to the delivery date specified in the Order. Said compensation is intended to cover damages related to production capacity reserved for the Order, the consequent loss of commercial opportunities, and administrative costs.

Article 13. REACH

Pursuant to REACH European Regulation no.1907/2006, established by the European Chemicals Agency, the Vendor shall make its best effort to ensure, within the limit of its REACH obligations, that the Substances contained in or composing the Product produced or the goods imported by its own suppliers are or will be Pre-registered and/or Registered by its own suppliers within the required time periods, and taking into account the Utilizations identified by the Buyer.

In any event, the Buyer may not, in any event, seek to hold the Vendor liable for any failure by its suppliers to fulfill their obligations under the REACH regulation which may cause the Vendor to be temporarily or permanently incapable of supplying the Products.

Article 14. PENALTIES

Contractual penalties. Pursuant to Article L441-6 of the French Commercial Code, in the event of late payment or a failure to accept and return a bill within fifteen (15) days of the date on which it is sent to the Customer, the Supplier may, at its own discretion,

charge late payment interest at the European Central Bank's most recently published refinancing rate plus ten (10) percentage points. It is noted that the said rate may not fall below an amount equal to three (3) times the statutory interest rate,

terminate the contract, require the Customer to immediately pay the balance of the price and all invoices on account, for any supplies, and refuse to accept new orders.

b) Debt collection fee. Pursuant to the twelfth paragraph of Article L441-6 of the French Commercial Code, as amended by French Act No. 2012-387 of 22 March 2012, in the event of late payment, a fixed debt collection fee of forty (40) euros shall become due and payable, by operation of law and on top of the late payment interest, as of the first day following the due date stated on the invoice. The said fee is payable under a provision introduced by the French Act of 22 March 2012, which came into force on 1 January 2013. The amount of the fee is determined in Article D441-5 of the French Commercial Code.

Pursuant to the above-mentioned Article L441-6, if the debt collection costs incurred exceed the amount of the said fixed fee, the Supplier is also entitled to demand additional compensation on production of proof.

c) Debit notes. The Customer expressly agrees not to automatically debit from the Supplier's account or automatically invoice the Supplier for any sums that have not been expressly acknowledged by the Supplier as payable by it. Any sum automatically debited shall constitute an outstanding amount and the foregoing provisions on late payment shall apply to the said amount and the Customer may be liable under the provisions of Article L442-6(I)(8) of the French Commercial Code.

Article 15. EXPORT CONTROL

Certain pieces of equipment may contain technology or software falling within the scope of the export control laws of the USA and the EU as well as the laws of the countries in which the equipment is delivered or used - in particular regulations on defense or dual-use goods, under which export or import licenses may be required.

The Customer shall be personally responsible for all rules governing the export of parts integrated in its equipment and may not assert a force majeure event or other exonerating reason if there is a ban on importing the said equipment or the components thereof.

The Customer shall inform the Supplier in advance of the existence of any such regulations applicable to its supplies or services imposing obligations on the Supplier.

The equipment may not be sold, rented or transferred to restricted users or countries or users or countries that would use them for mass destruction or to commit genocide.

The Supplier shall not be liable for any delays or other consequences arising from the application of the said regulations. Contractual deadlines shall be extended by the time required to obtain the permissions. In any case, the invoice must be paid in accordance with the terms defined herein or in the special terms and conditions.

Article 16. SERVICE LIFE - OUTPUT

Any service life information given may only be treated as theoretical calculations of the service life of the supplies. They may not be construed as a legal commitment by the Supplier incurring its liability or under a warranty.

Any output information given must be treated as the result of calculations and not as a performance level quantified and validated by tests.

ccordingly, the said information is provided for information purposes only and expressed in relative terms only. The output is approximate and calculated on the basis of the theoretical properties of the equipment and its components and may not be used as a basis for compensation or non-performance penalties or to refuse to accept the equipment.

Article 17. CONDITIONS APPLICABLE FOR THE OPENING OF AN ACCOUNT

Whenever an account is opened, the Customer may be required to make a down payment or to pay in full when the order is placed.

The Supplier reserves the right to refuse to open an account until the Customer has provided it with accounting records and financial and legal documents as well as, where applicable, guarantees, along with a reservation of title clause or the provision of guarantees.

Article 18. TOOLS - CHAIN PROTOTYPES

If items are to be prototyped, the Buyer's participation in financing the expenses of design, creation, manufacture and development of the needed tools will be the subject of a separate preliminary order.

The financial participation described in the above paragraph above shall give the Buyer only the right to have such tools used by the Vendor in its own factories as needed for execution of the Buyer's Order. The Vendor keeps full ownership of these tools.

Thus, tools created to meet the Buyer's needs shall in all circumstances physically remain inalienable in the Vendor's premises, and may neither be seized by, nor transferred to, the Buyer.

The Vendor may, without prior notice, convert these tools to scrap metal if more than two years elapse without receiving a new Order of sufficient importance to justify maintaining their setup.

The Vendor makes no promise that tools provided by the Buyer will be used for any specific duration.

Moreover, the Buyer shall bear the expenses of modifying said tools as the Vendor may deem necessary for proper execution of the Order.

The Buyer will replace the tools at the Vendor's request whenever necessary.

The Buyer will hold the Vendor harmless against the consequences of any legal action alleging that manufacture of an item infringes a private right, such as one based on patent, copyright or trademark.

Unless expressly agreed otherwise by the Parties, neither the receipt of payments by the Vendor, nor the delivery of tools, or prototypes, or information relating thereto, by the Vendor to the Buyer, shall be deemed to affect the Vendor's rights of intellectual property. In this regard, the Vendor shall not be deemed to have relinquished its right to bring counterfeiting and/or infringement proceedings against the Buyer, its customers and its subcontractors, for keeping, repairing, or using tools, prototypes and information concerning the Products delivered by the Vendor to the Buyer in accordance with the Order.

The Buyer commits itself to take all measures needed to prevent infringement, whether directly or by third parties, of the Vendor's intellectual property rights in the tools, prototypes and information relating thereto, and to affix such markings as may be specified by the Vendor for its tools, prototypes, samples and documents, to the exclusion of any other marking including its own.

Article 19. SUBCONTRACTING

The Vendor reserves the right to entrust the whole or any part of an Order to one or more subcontractors which it may select at its discretion.

Article 20. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

All data contained in the certificates of control and conformity, delivered separately, are provided exclusively to establish the conformity of the delivered Products. Any result of statistical analysis, whoever may be its author, based upon said data, remains the Vendor's property and may not be transmitted to a third party.

The Buyer shall indemnify and hold the Vendor harmless against all claims of third parties concerning intellectual property rights to components the Buyer entrusts to the Vendor, or that the Vendor uses at the Buyer's request, within the framework of the Order, and commits itself to indemnifying the Vendor and taking responsibility for all consequences of such claims, including legal expenses and financial judgments. These guarantees, and their resulting obligations upon the Buyer, will continue in effect as long as the delivered Products continue to be used commercially or industrially.

Unless expressly agreed otherwise by the Parties, the Vendor shall have and retain exclusive intellectual property rights to all "Results", (as hereafter defined), obtained by the Vendor prior to as well as during execution of the Order.

The term "Results" includes, without limitation, results of studies, developments, and services obtained or provided in accordance with execution of the Order, such as all inventions, documents, software, materials (samples, outlines, prototypes, etc.), infor