211082086 - Various machines

OFFER N° 211082086
Contact: IOLANDA GABRIELE

SIDEL BLOWING & SERVICES Tel: +3905211684634
Avenue de la Patrouille de France Fax: 07.06.2024
Octeville sur Mer
CS 60627 - 76059 LE HAVRE CEDEX FRANCE E-mail: iolanda.gabriele@sidel.com
Invoicing: 1791859 Delivery: 1791859

AL WADI NATURAL MINERAL WATER AL WADI NATURAL MINERAL WATER
FACTORY FACTORY
PO BOX 336 PO BOX 336
512 AL BURAIMI 512 AL BURAIMI
OMAN OMAN
Customer reference: Various machines Estimated total weight: 56,528 KG

Terms of payment: 100% before shipment Terms of delivery: DAP Muscat
Price validity until : 07.09.2024

This offer shows each part availability if ordered today as an indication but are not a commitment. In the event of an order
please precise your requested date of shipment and your means of transport. Please remember to reference this quotation
number when placing your order.
Unit Total price Weight Estimated

Pos. Ref number Description Qty Unit price Currency (Kg) Stock
Availbility
0010 BLOWER 110516

0020 99000990750 SYNTHETIC ROLLER 10 PCE 129,58 1.295,80 0,001 in stock
Is the replacement part for 99000725191.
0030 00000023412 O-RING 10 PCE 0,91 9,10 4,000
Old material number : LU023412
Split the overall quantity over

the following delivery dates:
Qty Unit Delivery date
1 PCE in stock
9 PCE Day 18.06.2024
0040 01157815601 AIR ROTARY UNION 1 PCE 9.659,20 9.659,20 5,031 in stock
0050 00000114674 SCRAPER SEAL 10 PCE 1,60 16,00 0,020 in stock
Old material number : 114674
0060 01150398201 GUIDE RING 10 PCE 29,57 295,70 0,370 in stock
0070 01184962901 ROD ADAPTER 10 PCE 5,76 57,60 0,100 in stock
0080 00000086980 O-RING 2 PCE 4,39 8,78 0,020 in stock
Old material number : LH086980
0090 00000230391 KIT 3 PCE 510,65 1.531,95 0,273 24.06.2024
Correspondence & instructions:
Page 1/7
SIDEL BLOWING & SERVICES - SAS au capital de 29 373 810 EUR. Do you want to benefit from fast, stress-free and online parts ordering?
Identification T.V.A. Sidel : FR68 424623759 Go to www.sidel.com/registration
OFFER N° 211082086
Avenue de la Patrouille de France
Octeville sur Mer Fax: 07.06.2024
Availbility
0100 99000984447 KIT 1 PCE 395,12 395,12 1,047 in stock

0110 00000230392 KIT 3 PCE 373,44 1.120,32 0,060 24.06.2024
0120 CONVEYORS 20PT0207
0130 03020793301 SLEEVE 30 PCE 14,88 446,40 1,260 in stock
0140 SHRINKE 45J0Z
0150 00000206701 BUSH 30 PCE 7,07 212,10 0,390 in stock
0160 99000906354 RING 15 PCE 3,82 57,30 0,300 in stock
Including the following discounts
The price for this material depends
on the order quantity.
A rebate is granted:
From 5 PCE - 5,00 %
From 10 PCE - 10,00 %
Special discount -6,37
0170 0800076780- CURTAIN 2 PCE 128,89 257,78 0,340 in stock
Old material number : 39A5040038
0180 0800076790- CURTAIN 2 PCE 128,89 257,78 0,020 in stock
Old material number : 39A5040039
0190 99000414698 HEATING 2 PCE 1.567,85 3.135,70 28,000 in stock
Old material number : 31259979L77
0200 00000253679 OMEGA RESISTANCE 8X0.25 31259979L33 1 PCE 335,08 335,08 2,400 in stock
0210 99000399588 HELICOID FAN W2E300-CC47-02 230V IP 2 PCE 497,69 995,38 10,000 in stock
0220 LABELER SLSEAD4049
0230 80090006836 SAFETY SWITCH 2 PCE 339,19 678,38 1,046 in stock
0240 04337482001 BRASS EJECTION BLADE (NEW) 2 PCE 109,44 218,88 0,028 in stock
0250 04340315901 GLUE SCRAPER 2 PCE 148,85 297,70 0,020 in stock
0260 04340318401 KNIFE 1 PCE 350,68 350,68 0,014 in stock
0270 00000226403 O-RING 2 PCE 3,88 7,76 0,040 in stock
0280 00000228466 LIP SEAL 4 PCE 12,36 49,44 0,164 in stock
0290 00000224684 SENSOR 2 PCE 48,45 96,90 0,070 in stock
0300 00000224683 RESISTOR 2 PCE 63,05 126,10 0,028 in stock
0310 04338000701 ACTING CYLINDER 2 PCE 461,38 922,76 1,239 19.07.2024
0320 00000194001 BEARING 8 PCE 15,00 120,00 0,160 in stock
0330 00000015185 ELASTIC RING 8 PCE 2,17 17,36 0,080 in stock
Old material number : LH015185
Page 2/7
OFFER N° 211082086
Avenue de la Patrouille de France
Octeville sur Mer Fax: 07.06.2024
Availbility
0340 00000194724 TOOTHED BELT 1 PCE 83,62 83,62 0,007 in stock

0350 01850050003 FREIGHT AND PACKING 1 PCE 780,00 780,00 in stock
Special discount -6,37
TOTAL AMOUNT Currency: EUR 23.836,67
Page 3/7
OFFER N° 211082086
Octeville sur Mer
The time-schedules and costs/prices included in this Offer do not take into account the impact of a regional or worldwide supply chain disruption.
The timing included in this Offer may be extended as a result of the impact of the above mentioned factor, which are beyond Seller’s reasonable control, and
Seller will:
- take all reasonable steps to mitigate their length and effect, and
- promptly give notice specifying nature, expected duration and/or conclusion of the relevant circumstances.
Further, if a contract is not executed between the parties and a down payment is not received by Seller (the #Contract Finalization”) prior to the expiration
of this Offer, then Seller reserves the right to reasonably adjust the price set forth in this Offer/Contract.
Such adjustment will reflect the applicable increases in the costs of components and raw materials between the expiration date of this Offer and Contract
Finalization. Any such adjustments will be negotiated by the parties in good faith.
__________________________________________________________________________________________________________________________________________________________
GENERAL CONDITIONS OF CONTRACT - Spare parts and Services
1. RECITALS
These general terms and conditions of sale, in conjunction with the documents listed below (hereinafter jointly called the #Contract”), set forth all of the
rights and obligations applicable between the Supplier (or #Seller”, or any other equivalent vocabulary used in the offer) and the Customer (or #Purchaser”,
or any other equivalent vocabulary used in the offer). Customer’s general or specific terms and conditions are expressly excluded from this Contract. The
Contract consists of the following documents, in the following order of precedence (in the event of contradiction, the first listed document shall prevail
over the others): (1) the order acknowledgement issued by the Supplier; (2) Supplier’s offer; (3) these general conditions, (4) the order issued by the
Customer. The Contract shall become effective upon signature or where the Supplier has expressly accepted Customer's order, or at the latest after receipt of
the down payment.
2. COOPERATION OF THE PARTIES
2.1. Supplier’s Obligations
The Supplier shall provide the goods and/or services, including but not limited to parts and molds, technical assistance on site, line improvement, line
conversion, maintenance, brand and packaging design and bottle design development, as identified in the Contract (hereinafter "Parts" and "Services"). The
Supplier agrees to: provide the Parts and/or Services in accordance with the conditions specified in the Contract; in a professional manner and in accordance
with recognized good practices; meet the technical standards applicable as of the date of the Contract in the country of manufacture, or any other standards
that may be expressly agreed between the Parties. Any new technical standard, law or regulation applicable to the Parts or Services, which becomes mandatory
during the execution of the Contract, may lead to a price adjustment or a revision of time schedule or any other relevant condition.
The supplier guarantees that the Parts are free from liens, encumbrance, or privileges except for Supplier’s retention of title as provided in clause 6.2. The
Supplier warrants that the Parts and Services will not infringe any patent, copyright, know-how or other proprietary right of any third party, when operated
in accordance with the purpose and scope of the Contract. However, the Supplier cannot be held liable for such infringement if it results from the use of the
Services and/or Parts in connection with equipment not supplied by the Supplier, or in a country that was not initially agreed, or according to instructions,
designs or specifications provided by the Customer. The Customer shall promptly give Supplier notice in writing, if any circumstance arises which is
reasonably likely to result in a claim under the above guaranties. The Supplier shall do its best efforts to remedy such actual breach, which includes
removing any lien or encumbrances on the Parts or, at Supplier’s choice, replace or modify the Parts or Service that infringes the rights of third parties.
2.2. Customer’s Obligations
Customer shall provide to the Supplier within a reasonable time with regards to the agreed timeframes for performance: (1) all information relevant to the
execution of the Contract, such as, but not limited to : clear and reliable specifications, composition and characteristics of the final product,
environmental conditions and any other relevant characteristics of the site (2) all the resources and material necessary for the performance of the Contract,
such as, but not limited to: representative samples in sufficient quantities, installation facilities listed at 4.2 and/or specified in the offer if
installation is done by Supplier, qualified staff to be trained by the Supplier if a training service is agreed in the Contract, qualified representatives,
who will participate in project meetings specified in the Contract in accordance with the time schedule defined;
In accordance with the applicable Incoterm, the Customer shall, at its own risks and expenses, obtain all permits, authorizations, licenses, documents and
certificates needed for the importation and delivery of Parts and/or performance of the Services.
The Customer shall promptly inform the Supplier in writing, if it requires compliance with specific standards different from those contained in the offer.
Customer shall assume responsibility for the procurement, cost, delivery, installation, quality and performance of materials not supplied by the Supplier or
no longer under Supplier’s warranty.
The Supplier shall not be held liable for damages suffered by the Customer due to non-compliance with the obligations listed above.
3. PRICE AND PAYMENT
3.1 Prices- Incoterms
Unless otherwise agreed in writing, prices are specified FCA (Supplier’s premises) Incoterms® 2020, in the currency of the country where the Supplier is
operating. The prices do not include import duties or taxes, stamp taxes, VAT, sales taxes or any other fee, levy or charge of any kind whatsoever#levied in
Customer's country related to the in-country customs clearing process and/or resulting from the conclusion or performance of the#Contract (hereinafter
collectively referred to as the #Taxes”). For the avoidance of doubt, Customer will be responsible for any tax, duties or#whatsoever in Customer’s country.
Moreover, Customer shall not apply any deduction on payments to Seller due to local taxes and/or#withholding tax in Customer’s country. If at any time
Customer is required to make any deduction or withholding in respect of taxes from any payment to Seller, the sum due#from Customer in respect of such payment
shall be increased to the extent necessary to ensure that, after the making of such deduction or#withholding, Seller receives on the due date for such payment
(and retains, free from any liability in respect of such deduction or withholding),#a net sum equal to the sum which it would have received had no such
deduction or withholding been required to be made. Customer shall#indemnify Seller against any losses or costs incurred by it by reason of any failure of
Customer to make such any deduction or#withholding or by reason of any increased payment not being made on the due date for such payment. Customer shall
promptly deliver to#Seller any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or
withholding as#aforesaid. In case the performance of the Contract is substantially delayed at the request of the Customer or for reasons due to the Customer,
the prices may be revised by the Supplier to impact a fair and balanced increase in costs of performance of the Contract, including but not limited to, an
increase in the cost of raw materials, labor, or any cost related to changes in applicable laws and regulations.
In the event of any enactment of or change in any applicable law or introduction or amendment of any applicable norm or standard after the date of the
Supplier’s offer which affects the costs and expenses of Supplier and/or the timeframe for performance, the price shall be increased correspondingly, i.e. to
cover the documented extra-costs borne by Supplier, and/or the timeframe for performance shall be reasonably adjusted to the extent that Supplier is thereby
affected in the performance of any of its obligations.
With reference to Services consisting in design, unless otherwise and expressly set-forth in the Contract, the price will cover one sole design to be accepted
by the Customer. If the Customer wishes to accept and/or use for the purposes of the Contract more than one design the Parties will renegotiate in good faith
the related additional price
3.2. Payment
The payment terms shall be as confirmed in the order acknowledgement and in accordance with the agreed payment schedule. Payments are made to Supplier without
set offs of any potential claim. In order to secure payment, the Supplier may request from Customer a bank guarantee, or any other mechanism, to be issued on
the terms and templates provided by the Supplier. Any guarantee from the Supplier as may be requested by the Customer, shall comply with the terms and
templates of the Supplier.
In addition to what is set out in the preceding paragraph, if Customer's credit rating deteriorates or if there is any indication in Supplier’s opinion that
it may do so, Supplier will be entitled, in its sole discretion, to: (a) demand prepayment by Customer; or (b) to hold shipment until a time when Supplier is
satisfied that Customer’s credit rating improves or that it will improve.
For sake of clarity, any modification to Supplier's bank account information, shall be effective only upon written amendment/add-on signed by two authorized
representatives of Supplier, or as otherwise communicated by Supplier on an official cover letter duly signed by two authorized representatives of Supplier.
In addition, before proceeding with payment to any such modified bank account, Customer shall confirm any such change with Supplier's sales administration
contact by direct phone call. Should Customer proceed with payment to a fraudulent bank account, any relevant loss would be at Customer's risks.
3.3. Late payment
Any delay in payment will result for the Customer to pay the Seller interest on the amount delayed at the rate specified in the Offer, or if f no such rate is
specified at a rate of: (a) Whenever#the invoiced currency is USD or Euro: one point five percent (1,5% ) per month of delay, calculated on the delayed
payment; (b) Whenever#the invoiced currency is not USD or Euro: the base rate applied by the Central Bank for the applicable currency,#plus#10% calculated on
an annual basis In such case the Supplier has the right to require immediate payment of all outstanding amounts and to suspend or interrupt the performance
of its obligations and/or terminate the Contract. In case of delay in payment, the Customer shall be liable ipso jure of an indemnity for recovery costs of a
minimum or fifty (50) euros or the equivalent#of the same in the currency in which the project is quoted as set forth in the Offer. Any additional cost due to
late#payment will be charged to Customer.#The indemnities are due and payable automatically from the first day of delay without further notice#from Seller.
4. DELIVERY AND INSTALLATION
4.1. Delivery Conditions
Unless otherwise agreed in writing, delivery shall be in accordance with the FCA Incoterms ® 2020 (premises of the Supplier). If the delivery terms provide
for the transport to be arranged by the Customer, then Customer shall provide Supplier:
- for all destinations outside of EU: with the original customs clearance documentation, including but not limited to the customs bill of entry, within ninety
(90) days from the shipment date
- for all destinations within EU: the necessary supporting documentation, also including but not limited to a declaration that the goods have been delivered
to the EU country of destination, which declaration shall be released within the day 10 (ten) of the month after the shipment date of the goods.
Any charges, V.A.T. or taxes or any fine payable by Seller as a result of Customer’s ’s failure to provide the above-mentioned customs clearance
Page 4/7
OFFER N° 211082086
Octeville sur Mer
documentation, shall be reimbursed by Customer to Supplier upon submission of Supplier’s invoice.
Delivery may be partial, at Supplier’s option. Upon receipt of the Parts, Customer must open the boxes and inspect the Parts upon arrival, and give notice in
writing of any potential claim for apparent defects or non-compliance within a maximum of five (5) calendar days after delivery. If Parts consist in molds or
packaging and/or pertain to projects of line improvement, line conversion or maintenance, Customer shall only open boxes or crates in the presence of a
Supplier’s representative, Customer shall not open such boxes without a Supplier’s representative unless Supplier consents in writing.
4.2 Installation conditions and conditions related to site where Services are performed
If the parties agree that the unloading, and/or installation have to be performed by the Supplier, the Customer agrees to (1) provide and maintain access to
the site, and prepare the site for the Services, with adequate health and safety conditions, (2) provide all relevant information regarding the conditions of
access, as well as the guidelines related to health and safety, (3) provide free of charge, the adequate resources and materials such as, but not limited to:
facilities and utilities available on-site (eg. forklifts, machinery, energy, office space, sanitary facilities#), and the provision of an adequate and
qualified staff in a suitable timeframe (4) provide an adequate space for unloading, moving and handling the Parts. If the site has anomalies such as, but not
limited to, inadequate health and safety conditions, the Supplier may suspend the Services without liability, until the site is compliant. For the sole
purpose of technical assessment and health & safety compliance, Customer authorizes the Supplier to take royalty-free videos and/or pictures of materials
and/or individuals at Purchaser's site before and during the project execution. The use of such videos and pictures for the above purpose will be made in
accordance with the applicable privacy laws. Any usage with a third party shall be made under the coverage of a confidentiality undertaking.
4.3. Time Schedule
All timeframes shall be as specified in the Contract and are indicative unless otherwise agreed in writing.
Timeframes shall start to run upon receipt by the Supplier of the agreed advance payment and/or applicable payment guarantee, as well as data required for the
performance of the Contract. Notwithstanding anything to the contrary herein, the timing set forth in any warranty and/or agreed timeframe may be extended as
a result of the impact of a regional or worldwide supply chain disruption; provided, in the event of such delay, the Seller will (i) take all reasonable steps
to mitigate the length and effect of such delay, and (ii) promptly give notice to the Customer specifying the nature of the delay, expected duration of the
delay and upon the conclusion of the relevant circumstances leading to the delay.
4.4. Delays due to Customer
Customer’s delay in providing the data needed for the performance of the Contract (including the items specified in 2.2 above) or any other delay attributable
to the Customer or outside the control of Supplier, may result in the extension of the initially agreed time schedules for the provision of Parts and/or
performance of Services, for a period at least equal to the delay.
The Supplier shall be entitled to receive reimbursement by the Customer of all costs and expenses resulting from such delays (including but not limited to
storage costs or waiting time of Supplier’s staff). In case of delay due to the Customer, the Customer will nevertheless be required to make payment in
accordance with the payment schedules originally agreed by the parties.
4.5. Repurchase of Parts

If Customer wishes to return any Part bought from Supplier during the last 3 months, Customer must contact Supplier to find out if such Parts can be returned.
Such requests will be handled by Supplier on a case by case basis, and Supplier may, in its sole discretion, refuse such return or may impose conditions to
its acceptance.
5. LIQUIDATED DAMAGES
Unless otherwise expressly and unequivocally agreed in the Contract between the Parties, no penalty for delay, under-efficiency or any other failure to
perform can be claimed to the Supplier. However, if penalties were expressly agreed in writing between the parties, such penalties may be applied provided
that Customer has incurred damages after 6 (six) weeks of grace period, as a result of delay or low performance exclusively due to the Supplier. These
penalties shall be considered as liquidated damages and shall be Customer’s sole and exclusive remedy and Supplier’s sole and exclusive liability in case of
delay and/or low performance. Unless otherwise agreed between the parties, the cumulative liquidated damages for any reason whatsoever will not exceed five
percent (5%) of the Contract price. Notwithstanding the foregoing, Seller shall not be obligated to pay liquidated damages in the event that the delay is
attributable to a regional or worldwide supply chain disruption.
In the event that the Supplier provides integration services of equipment or materials that are not within Supplier’s scope of supply, the Supplier will be
liable only of an obligation of means as it relates to the whole installation. Therefore, any commitment from the Supplier, in terms of time schedule, minimum
efficiency level or any other level of performance, is conditioned to the fact that the equipment not supplied by the Supplier, reach the level of performance
required and specified. Same shall apply where Customer has appointed a subcontractor to be used by Supplier.
6. TITLE AND RISK
6.1. Transfer of risks
Risks shall be transferred in accordance with the Incoterm agreed in the Contract, or, if none has been expressly agreed, in accordance with FCA (Supplier’s
premises) Incoterms ® 2020. Until final payment has been made, the Customer shall insure the Parts for which it has risk of loss or damage for the full
replacement value of the Parts. The Supplier shall pack the Equipment in a manner suitable to protect it during transportation. The Customer, when the
purchase order is placed, shall inform the Supplier of any specific need or request for the packaging. Any temporary storage of the Parts, due to Customer or
made at Customer’s request, shall be at Customer’s risks and costs.
6.2. Transfer of ownership
Unless otherwise agreed, and notwithstanding the transfer of risks, Supplier shall retain title on the Parts until complete payment, including principal,
interests, and accessories.
7. ACCEPTANCE
A specific test and acceptance process may be specified in Supplier’s offer. Unless otherwise specified in writing and subject to clause 4.1, Customer shall
unpack and inspect the Parts promptly upon their arrival at the delivery destination and shall within five (5) business days after delivery give written
notice to Supplier of any claim for damages, defects, or nonconformity, together with photographic evidence of the damage to the Parts. Failure to make such
claim or give such notice within the stated period shall constitute an irrevocable acceptance of the Parts and an admission that such Parts have has been
received by Customer in good condition, free of damage and that they fully comply with all the terms and conditions of the Contract.
8. WARRANTIES
8.1 Warranty on Parts
Supplier warrants that the Parts will be free from defects in material or workmanship for a period of one (1) year from the date of shipment.
During the warranty period, the Supplier shall, at its costs and option, repair or replace any defective Part due to a defect in material or workmanship;
Customer shall, immediately after discovery of the defect, notify it in writing to the Supplier. The notification shall contain a description and evidence of
the defect. The Customer shall provide all facilities and access to the Supplier in order to observe these defects and to remedy them. Furthermore, the
Customer shall not carry out or have a third party carrying out repairs or modifications that it deems necessary, unless this is expressly agreed with the
Supplier. If no defect for which Supplier is liable is found after such notification of the Customer, the Supplier is entitled to a compensation for the costs
incurred. Customer shall arrange at its own cost for any dismantling and reassembling of equipment not supplied by Supplier to the extent that this is
necessary to remedy the defect. Unless otherwise agreed, Customer shall bear any additional cost, which Supplier incurs for repair, dismantling, installation
and transport as a result of the equipment being located, and Services having to be provided, in a place other than the original site.
Unless otherwise agreed in writing, the costs and risks of loss or damage to repaired or replaced Parts during transport shall be borne in accordance with the
same incoterm used for delivery of Equipment. Any defective part, which is replaced by the Supplier, shall thereupon become the property of the Supplier.
Common wear parts and consumables are excluded from the warranty. Wear parts are those parts which require repair or replacement due to deterioration
resulting from repetitive use (e.g. abrasion, corroding, ageing, fatigue, etc.) Examples of wear parts include but are not limited to, seals, guiding parts
(bearings, rollers, etc.), shock absorbers, or springs. Electrical motors, electric/electronic components will be guaranteed under the terms of the
manufacturer's warranty.
Supplier shall not be held liable for defects or damages arising from any of the following reasons: bad maintenance of the Parts or the equipment on which
they are installed, modification/replacement/repair of the Parts or the equipment without the written consent of Supplier or incorrectly carried out by
Customer, non-compliance with operating manual and directions for use provided by Supplier, unqualified or not properly trained personnel, normal wear and
tear, exposure to conditions outside the range of the environmental specifications, or chemical, electronic or electrical influences which were not
contemplated in the Contract, non-observation of the guidelines relating to the power supply or operation of the Equipment, a faulty design or parameter
specified by the Customer, non-compliance of the products or packaging to the specifications defined beforehand concerning the rate or dimensional tolerance.
8.2 Warranty on Services
Supplier warrants that the activities included in the Services will be executed using the degree of skill and care required by customarily accepted good
professional and technical practices. Supplier shall re-perform any activity included in the Services which are proved not to be in conformity with the
required degree of skill and care as stated above, provided that Customer notifies Supplier in writing of any alleged deficiency within three (3) months upon
completion of the concerned activity or within the expiry date of the warranty on Parts set out in clause 8.1, whichever occurs first.
Supplier shall not be responsible for any deficiencies in the activities included in the Services caused by: (1) design parameters stipulated by persons other
than Supplier; (2) information supplied by Customer; (3) Customer’s shape concept (4) materials provided by the Customer (5) work performed by workmen or
other persons not under Supplier’s direct control (6) an incorrect use of the 3D or 2D models provided by the Supplier (7) use, application, repair,
modification and maintenance of Customer’s machinery, equipment, preform, processes and methods (8) failure by Customer to meet its obligations hereunder
including to provide correct, timely and exhaustive information and all reasonable support requested by the Supplier.
With reference to Services consisting in design, no warranty is provided to Customer unless the Contract includes prototyping and/or laboratory test. Customer
is fully responsible for ascertaining, at its expenses, that the accepted deliverable does not infringe any previous rights of third parties with reference to
(i) the overall design and various graphic elements used and (2) trademarks and logos.
THIS CLAUSE 8 SETS FORTH THE EXCLUSIVE REMEDIES FOR ALL CLAIMS BASED ON FAILURE OF, OR DEFECT IN THE PARTS AND SERVICES, WHETHER THE FAILURE, OR DEFECT ARISES
BEFORE OR DURING THE WARRANTY PERIOD, AND WHETHER A CLAIM, HOWEVER INSTITUTED, IS BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND GUARANTEES WHETHER WRITTEN, ORAL, IMPLIED OR
STATUTORY. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.
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OFFER N° 211082086
Octeville sur Mer
9. LIABILITY AND INSURANCE

The Supplier may be liable only for damages directly caused by Supplier’s own negligence.
In cases of personal injury, the Supplier's liability will be determined in accordance with applicable law.
Supplier shall not be liable for loss of profit, loss of use, loss of production, loss of, or damage to raw materials or final products or any other indirect,
special, consequential or incidental damages whether claimed in contract, tort (including negligence) under statute or otherwise.
Unless otherwise expressly agreed in writing, the total liability of the Supplier, on all claims of any kind, whether in contract, warranty, indemnity, tort
(including negligence), strict liability, or otherwise, arising out of the performance or breach of the contract, or use of any part of the Parts or Services,
shall not exceed (ten) 10% of the Contract price.
All liabilities of the Supplier under the Contract shall terminate upon expiration of the related warranty period. Each party undertakes to carry out and
maintain the adequate insurances covering all of its responsibilities under the Contract as well as the risks inherent to its obligations. Either party may
have to provide the certificates upon the other parties’ request.
10. FORCE MAJEURE
Neither party will be held liable if its performance or its obligations under the Contract is delayed, prevented or made unreasonably onerous due to a force
majeure event, such as, but not limited to, natural disasters, acts of war, terrorism, riots, blockades, embargoes, governmental decisions or actions
(including, but not limited to, the prohibition of export or re-export, or revocation of applicable export license) fire, flood, interruption or delay in the
supply of energy, raw materials, components or transportation, external labor conflict to the affected party, epidemic or pandemic event, defects or delays
due to subcontractors when caused by such circumstances ("Force Majeure"). Upon the occurrence of an event of Force Majeure, the affected party has the right
to suspend the execution of their contractual obligations, upon notice to the other party, and shall take all reasonable steps to mitigate it.
If the event that Force Majeure continues for more than six (6) months, the Contract may be terminated upon written notice, without prejudice to the payment
of amounts due to the Supplier prior to the occurrence of the Force Majeure.
Customer is aware that Supplier is using, to assess the risks connected to its customers’ countries, the global risk consultancy of Control Risks # Cottons
Centre # Cottons Lane # London (UK) (hereinafter referred to as #Control Risks”) and consequently agrees that the application of the Force Majeure clause as
per the Contract will be assessed by Supplier also based on the risk level periodically communicated to Supplier by Control Risks
11. INTELLECTUAL PROPERTY, SOFTWARE
11.1. Design Services
This clause applies to Services consisting in design.
Upon full receipt by the Supplier of the related price, Customer shall become the owner of the Design IP, where #Design IP” means all intellectual property
rights associated with protecting aesthetic or ornamental design, embedded in the designs accepted by the Customer.
Customer’s ownership of the Design IP will become effective through the Design IP registration as per the applicable laws and regulations and the Customer is
fully responsible for such a registration.
The Design IP embedded in the Supplier’s proposals other than the design accepted by the Customer will remain in the exclusive property of the Supplier.
The Supplier shall also own the Technical IP it has developed under the Contract, where #Technical IP” means all intellectual property rights associated with
protecting technical developments.
Each Party shall remain the owner of its-own Background IP, where a Party’s #Background IP” means the intellectual property that such a Party or its
affiliates (i) owns, controls or is entitled to sublicense as of the Contract signature and/or (ii) develops/developed independently of the Services.
Upon full receipt by the Supplier of the price, the Supplier shall grant to Customer for the territory defined in the Contract and for the sole purpose to use
the accepted design, if any defined, a non-exclusive, non-transferable, non-sub licensable, full-paid license to use the Technical IP and the Supplier’s
Background IP embedded in the accepted design.
The Technical IP and Background IP embedded in the Supplier’s proposals other than the design accepted by the Customer shall not be used by Customer.
Deliverables for design services do not include 3D CAD files.
If Supplier and Customer execute an amendment to the Contract to integrate the Services with a deliverable of 3D CAD files, upon Customer’s acceptance of a
specific design and the full receipt by the Supplier of the related and additional price, then the Supplier shall (1) communicate to Customer a version of 3D
CAD file of the accepted design in the agreed format and (2) grant to Customer a non-exclusive, non-transferable, non-sub-licensable, full-paid license under
the copyrights of the communicated file.
In any case Customer will not have any right to receive nor any other right on the 3D CAD file(s) of the Supplier’s proposals other than the accepted design.
11.2. Parts and Services
Copyrights, patents, patent applications or any other intellectual property rights (the "Intellectual Property Rights") over any documents, projects, studies,
plans, design, innovation, software and components related to Services and/or Parts (even if they have been specifically developed to address Customer’s
specific needs) are and shall remain the exclusive property of the Supplier. The price of the studies, Parts and/or Services does not include the transfer of
Intellectual Property Rights nor the expertise associated with them. Consequently, Customer expressly undertakes not to manufacture or have third parties
manufacture Parts or components of the Parts, nor perform the Services.
The Supplier grants to Customer a limited non-exclusive, non-transferable, right to use the Intellectual Property Rights that are necessary for the use by the
Customer of the Parts and/or Services sold. No other right, express or implied, in relation to the Intellectual Property Rights is granted to the Customer.
11.2. Software
Supplier grants to Customer a non-exclusive license to use application made by Supplier for the intended operation of the Parts (#Supplier’s software”). In
respect of applications/software provided by third parties (#Third Parties’ Software”), Customer’s right of use shall be limited to the extent that may follow
from separate license agreements between Customer and such third parties.
Unless otherwise specified in the offer or in separate license agreement and to the exception of line monitoring systems, Customer’s license to use Supplier’s
Software shall be royalty-free. Customer shall require Supplier’s written approval for any transfer of license. Supplier may distribute future updates and
upgrades of Supplier’s Software on terms to be separately agreed upon. For avoidance of doubt, Supplier shall not be responsible to provide any update,
upgrade or security patch on Third Party Software and more generally, Supplier shall not be responsible for any damage, cost or loss resulting from any defect
or breach of Third Party Software, or resulting from any defect or breach related to Customer’s network.
Supplier shall not be obliged to provide Customer with the source code for the software products. Customer shall not be entitled to download, reverse engineer
or compile software products and shall only be allowed to make copies of the software for backup purposes.
If Customer changes any software products without Supplier’s consent, Supplier may void any warranty affected thereby.
12. CONFIDENTIALITY # REMOTE ACCESS # PERSONAL DATA
The parties reciprocally undertake a general obligation of confidentiality regarding all confidential information whether oral or written, in whatever format
it may be (discussion reports, plans, exchanges of computerized data, activities, installations, drafts, expertise, products, etc.) that can be exchanged by
and between the Parties and may be used by and with their respective employees, affiliates and contractors, bound by an equivalent confidentiality undertaking
solely in the context and for the purposes of the preparation and execution of the Contract but shall not be disclosed ot other third parties, to the
exception of information that is already in the public domain, or subsequently comes into the public domain otherwise than through the fault or breach by one
of the parties.
Customer expressly authorizes Supplier to (i) have a remote access to Supplier’s equipment through Customer’s internet connection and/or Customer’s internal
network (ii) update at any time and at its full discretion such remote access system for IT security purposes and (iii) collect, store and analyze all the
Supplier’s equipment’s data (including related Customer’s production data) by using such remote access system or a local direct access managed by Supplier’s
personnel or through line monitoring systems. Supplier shall have a free right to use (including for purpose of developing or improving Supplier’s equipment
and services), the results of such data analysis, at any time during and after the expiry of the Contract, to the extent that such data are anonymized.
Supplier shall not use, transmit or communicate any drawings or data identified by Customer as confidential, to unaffiliated third parties without Customer’s
prior consent.
Each party shall comply with its respective obligations under applicable data protection and privacy laws to the extent that, in connection with this Contract
and the provision of the obligations under this Contract, a party processes (i.e. collects, stores, transfers, etc.) personal data. For the purpose of this
provision, ‘Personal Data’ means any information relating to an identified or identifiable natural person.
Upon becoming aware of a security incident, each party shall inform the other party without undue delay and shall provide all such timely information and
cooperation as the other party may reasonably require in order for it to fulfil its data breach reporting obligations under (and in accordance with the
timescales required by) applicable data protection law.
13. MODIFICATIONS AND CANCELLATION
13.1 Generalities.
Any change, addition or amendment to the Contract requested by the Customer is subject to the express written consent of the Supplier. The Supplier will
inform the Customer in case such change results in increased costs, timeframes or modification of any other contractual term. The Customer may then confirm or
refuse his change request within three (3) days. If the Customer does not confirm, the terms of the Contract will remain unchanged. Unless otherwise agreed in
writing, any increase in price due to such change shall be paid in accordance with the Contract terms and the agreed payment schedule. The order cannot be
canceled by the Customer without the prior written agreement of the Supplier. Any request for cancellation of all or part of the order by the Customer, will
result in the reimbursement by the Customer of expenses incurred by the Supplier at the time of cancellation, including the costs of staff demobilization.
Unless otherwise expressly agreed in writing, the payments already made to the Supplier, shall remain with the Supplier.
13.2 Cancellation of Field Service Intervention.
For Services where the Supplier appoints technicians to provide on-site technical support, in case of cancellation a payment of a specific fee may be
requested (#Cancellation Fee”) to the Customer, in accordance with following rules:
# If Customer cancels or changes a scheduled Field Services by notifying with less than ten (10) working days but more than one (1) week prior to the
agreed scheduled date of the Field Service intervention, the Supplier may request payment to the Customer of a Cancellation Fee equivalent to fifty percent
(50%) of the estimated cost of the scheduled Field Services.
# If Customer cancels or changes scheduled Field Services notifying with one (1) week or less prior to the scheduled date to render those Field
Services, the Supplier may request the payment in full of the estimated cost for the scheduled Field Services.
Cancellation Fees are not exclusive and are additional to expenses or fees that may be charged as a result of the actual performance of the Field Services
when rendered. The Customer agrees that the Cancellation Fees are not a penalty, but rather a reasonable measure of damages, based upon potential inability to
reschedule Field Service technicians and rearrange travel schedules on short notice, as to other inefficiencies related to the planning and additional work
Page 6/7
OFFER N° 211082086
Octeville sur Mer
that may result to the Supplier, resulting from such cancellation or change request from the Customer.
14. EXPORT CONTROL - COMPLIANCE WITH LAW
The Customer acknowledges that no good supplied by the Supplier shall be sold, supplied, transferred or exported, directly or indirectly by the Customer, its
agents or affiliates to any country, entity or person, that is embargoed or sanctioned by the United Nations, the United States of America, the European Union
and/or other countries’ applicable export control laws, unless all necessary authorizations have been granted, and the goods are only used for their intended
purpose. Supplier reserves the right to withdraw fully or partially from any offer or agreement to supply items, for export control reasons such as but not
limited to: inability to receive payments from Customer, or if necessary permits are not obtained or revoked, or more generally, if in Supplier’s view the
Customer is not conforming with the provisions of this clause, or if there are other indications that Customer does not comply with relevant laws and
regulations. Supplier shall not be held liable for such withdrawal. Customer undertakes to cooperate and provide Supplier with any information needed for
Supplier to comply with its export control obligations including the name and destination of the end-user of the purchased products.
The Customer shall immediately inform the Supplier about any problems in fulfilling its obligations as per this clause, including any relevant activities by
third parties that could frustrate the purpose of this clause. The Customer shall make available to the Supplier information concerning Customer’s compliance
with this clause within two weeks of the simple request of such information. Any Customer’s violation of this clause 14 shall constitute a material breach of
an essential element of the Contract, and the Supplier shall be entitled to seek appropriate remedies, including, but not limited to the termination of the
Contract and compensation of damages.
15. LAW AND JURISDICTION
The Contract (including all non-contractual or other obligations or other documents arising out of or in connection with it) shall be governed without regard
to its conflict of law provisions, as follows:
15.1 by the substantive law of the state of Georgia, United States of America, when Purchaser has its registered offices located in the American continent,
or
15.2 by the law of People’s Republic of China when Purchaser has its registered offices located in the Republic of China, or
15.3 by the substantive laws of Singapore when Purchaser has its registered offices located in Japan, Thailand and other countries located in the region of
South-East Asia & Pacific, or
15.4 for all other cases not listed above, substantive law of France will apply
The UN Convention on Contracts for the International Sale of Goods or any enactment thereof shall not apply.
Any dispute, controversy, or claim arising out of, or in relation to, the Contract, including the validity, invalidity, interpretation, breach, or termination
thereof, or breakdown of the relationship, for any reason whatsoever shall be resolved by arbitration in accordance with the governing law as described above,
and the rules that are in force on the date on which the notice of arbitration is submitted accordingly:
15.1.1 in accordance with the rules of Conciliation and Arbitration of the American Arbitration Associations, when Purchaser has its registered offices
located in American continent, with the seat of the arbitration in Atlanta, Georgia, or
15.2.1 in accordance with the CIETAC Rules, when Purchaser has its registered offices located in China, with the seat of the arbitration in Beijing, or
15.3.1 in accordance with the Arbitration Rules of the Singapore International Arbitration Center, when Purchaser has its registered offices located in
Japan, Thailand and other countries located in the region of South-East Asia & Pacific, with the seat of the arbitration in Singapore, or
15.4.1 in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution, with the seat of the arbitration in
Zurich, in all other cases.
The number of arbitrators shall be one (1) that will be appointed in accordance with applicable rules. The arbitral proceedings shall be conducted in
English, unless otherwise expressly agreed in writing by the Parties.
Any arbitration award rendered shall be binding, final and conclusive upon all parties, and judgment thereon may be entered in any Court having jurisdiction
thereof. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs. The Parties undertake and agree that all arbitral proceedings
conducted with reference to this arbitration clause (including any information disclosed during such proceedings as well as any decision or award that is made
or declared during such proceedings) will be kept strictly confidential.
Nothing in the Contract or any purchase order shall prevent Supplier from protecting or enforcing its Intellectual Property Rights and/or rights regarding
confidential information and/or secure claims of any payments due, on any urgent or interim basis or otherwise before any court of competent jurisdiction. THE
PARTIES EXPRESSLY WAIVE THEIR RIGHT TO ANY TRIAL BY JURY, IF ANY.
16. GENERAL
The Supplier may assign all or part of its rights and obligations arising from this Contract, to one of its affiliated company, without the prior consent of
the Customer. The Customer may not assign all or part of its rights and obligations arising from this Contract without the prior written consent of the
Supplier.
The Supplier shall have the right to subcontract all or part of its contractual obligations.
Page 7/7

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OFFER N° 211082086

Contact: IOLANDA GABRIELE

Invoicing: 1791859 Delivery: 1791859

Customer reference: Various machines Estimated total weight: 56,528 KG

Price validity until : 07.09.2024

Unit Total price Weight Estimated

0010 BLOWER 110516

Split the overall quantity over

Correspondence & instructions:

0100 99000984447 KIT 1 PCE 395,12 395,12 1,047 in stock

0340 00000194724 TOOTHED BELT 1 PCE 83,62 83,62 0,007 in stock

TOTAL AMOUNT Currency: EUR 23.836,67

4.5. Repurchase of Parts

9. LIABILITY AND INSURANCE

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