These general terms and conditions of sale (“GTCS”) apply to any purchase order (“PO” together with the GTCS, the “Agreement”) placed by an entity (“Buyer”) to POSITIVE COMPOSITES having its registered office at Amiens, France for the provision of POSITIVE COMPOSITES’ products and services sold. Buyer and POSITIVE COMPOSITES are referred to herein individually as “Party” and collectively as “Parties”.
- OTHER TERMS AND CONDITIONS
1.1 Any additional or contradictory terms and conditions of Buyer shall not apply, unless expressly agreed in writing by both Parties. POSITIVE COMPOSITES’ acceptance of a PO shall not BE deemed as an acceptance of any additional or contradictory terms and conditions of Buyer.
- ORDER AND ACCEPTANCE
2.1 Buyer shall place a PO by any agreed written mean. In addition to any mandatory information, Buyer shall indicate in the PO (i) POSITIVE COMPOSITES’ reference for the Goods and/or Services, (ii) the Goods’ quantity, delivery date, and INCOTERMS (2010 Edition) , and (iii) prices and payment terms.
2.2 POSITIVE COMPOSITES shall be bound by a PO only upon occurrence of either (i) POSITIVE COMPOSITES’ express written acceptance of the PO, which shall be made in a timely manner or (ii) upon the execution of the PO.
2.3 The cancellation before shipment of any PO which has been confirmed by POSITIVE COMPOSITES shall be subject to POSITIVE COMPOSITES’ prior written approval.
- SHIPMENT, RISK OF LOSS, AND DELIVERY
3.1 POSITIVE COMPOSITES shall use reasonable efforts to meet any performance dates to render services specified in the PO and any such dates shall be estimates.
3.2 Goods shall be delivered or made available to Buyer according to the applicable INCOTERMS (2010 Edition) and the agreed delivery place. Risk of loss will pass to Buyer according to the applicable INCOTERMS®.
3.3 Delivery of quantities that differ from the quantity specified on the PO shall not relieve Buyer from its obligation to accept delivery of the Goods as well as the balance of the PO.
3.4 Changes in delivery schedules, special shipping or packaging, handling conditions requested by Buyer are subject to price adjustment. If Buyer requests that delivery be postponed or if the delivery and/or shipment is delayed or become impossible due to reason not attributable to POSITIVE COMPOSITES , the Goods may be stored at Buyer’s expense and risk.
3.5 POSITIVE COMPOSITES shall not be liable for any loss, damage, or penalty for delay in shipment, delivery.
- INSPECTION
4.1 Buyer shall within three (3) days (i) carefully inspect the Goods on collection against any non-conformity to the PO such as erroneous goods, quantity (if applicable), and (ii) notify the carrier of any apparent damage or loss according to article L.133-3 of the French Commercial Code, and (iii) notify POSITIVE COMPOSITES in a timely manner of such damage or loss.
4.2 Buyer’s inspection and/or acceptance tests shall not exceed the inspection and/or test procedures customary in the industry for the Goods furnished and are at Buyer’s expense.
4.3 If Buyer wants to return the Goods, Buyer shall request a return material authorization and return the Goods in original’s shipping packaging and all packing materials.
- PRICE, PAYMENT, RETENTION AND TRANSFER OF TITLE
5.1 Price.
5.1.1 Goods’ price is the one offered by POSITIVE COMPOSITES to Buyer for the sale of the Goods and/or the provision of the Services and specified accordingly in the applicable PO. Unless otherwise agreed in writing, prices include standard packaging but are exclusive of any freight, handling and shipping insurance charges. Prices do not include any national, state or local sales, use, value added, import, export or other taxes. Buyer shall pay any such taxes, if applicable. Buyer shall bear sole responsibility for any withholding tax liabilities.
5.1.2 POSITIVE COMPOSITES may increase the price with reasonable notice in case of (i) a major increase of transportation costs, fuels’ costs, labor’s costs, and other production costs, (ii) significant changes of currency exchange rates, taxes, duties. The timing of implementation of any increase, if any, will be agreed with Buyer.
5.2. Payment.
5.2.1 Buyer shall pay all invoices in advance before dispatch of goods or as specified in the invoice. All payments shall be in EUROS, unless otherwise agreed in writing. Payment is deemed to be made at the time POSITIVE COMPOSITES’ bank account is credited with the full amount corresponding to the invoice.
5.2.2 In case of late payment, POSITIVE COMPOSITES will be entitled to apply a late payment penalty on the day following the payment date indicated on the invoice, equal to the rate of interest applied by the European Central Bank in its most recent refinancing operation plus 10 percentage points (rate in force according to the provisions of article L.441-6 of the French Commercial Code) as well as a fix sum of 40 euros. In addition, POSITIVE COMPOSITES shall further be entitled to claim damages for any further loss caused by non-payment, including the costs for recovering the amount due. Lastly, for the following PO, POSITIVE COMPOSITES reserves the right to request payment on the date of POSITIVE COMPOSITES’ written acceptance of the PO.
- 2.3 If, at any time, POSITIVE COMPOSITES reasonably determines that Buyer’s financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to POSITIVE COMPOSITES’ other rights under this Agreement POSITIVE COMPOSITES may, without liability or penalty, take one or more of the following actions: (i) on ten (10) day’s prior written notice, modify the payment terms specified in Section 5.2.2 for future PO; (ii) reject any PO received from Buyer and not yet accepted; (iii) withhold any further shipment of Goods to Buyer or performance of Services; (iv) stop delivery of any Goods in transit and cause such Goods in transit to be returned to POSITIVE COMPOSITES; and/or (v) terminate the unpaid PO and any unpaid PO previously accepted by POSITIVE COMPOSITES, as provided for in Section 13.1.2.
5.2.4 In no event, shall Buyer be entitled to set-off any amount claimed to be due by POSITIVE COMPOSITES against any amount due to POSITIVE COMPOSITES under these GTCS, without the written express approval of POSITIVE COMPOSITES.
5.3 Retention of Title. Delivered goods shall remain property of POSITIVE COMPOSITES until the price agreed have been fully paid up by Buyer.
- EXPRESSED WARRANTIES AND REMEDIES
6.1 POSITIVE COMPOSITES warrants that all Goods will be free from defects as guaranteed from its own supplier in quality (unless such quality is provided or requested by Buyer), material, and usage for a period of three (3) months from the production date unless indicated otherwise in POSITIVE COMPOSITES’ offer (“Warranty Period”). Notwithstanding the foregoing, POSITIVE COMPOSITES’ warranty for any tools, accessories or goods, which are not manufactured by POSITIVE COMPOSITES but sold by POSITIVE COMPOSITES’ in connection with the provision of the Goods or the Services hereunder, shall not exceed the terms and period of warranty granted by its suppliers or manufacturers to POSITIVE COMPOSITES.
POSITIVE COMPOSITES warrants to Buyer that it shall supply goods in accordance with generally recognized industry standards for similar services.
6.2 Warranty Exclusions : The warranties set forth in this Section 6.1 do not apply to and POSITIVE COMPOSITES makes no representations or warranty whatsoever with respect to defects caused by: (i) weathering, weather conditions, hot and cold temperatures, bad storage conditions not in accordance to Technical Data Sheets (ii) improper transportation, handling, storage, (iii) application not operated as per recommendation or instructions provided by POSITIVE COMPOSITES’ and its suppliers or by skilled personnel, (iv) application and usage by Buyer of the Goods not in compliance with instructions provided by POSITIVE COMPOSITES (v) the Goods operated beyond their respective performance rates as per agreed specifications, or (vi) any usage of the Goods by Buyer or a third party, without POSITIVE COMPOSITES’ prior written authorization.
6.3 The express limited warranty set forth in Section 6.1 applies provided that (a) is notified in writing by Buyer within thirty (30) days after discovery of defects; (b) at POSITIVE COMPOSITES’ option, either Buyer returns the defective Goods to POSITIVE COMPOSITES’ at Buyer’s expenses, or provides POSITIVE COMPOSITES’ with access to Goods on Buyer’s site as stated in Section 6.4; and (c) POSITIVE COMPOSITES’ examination of such Goods shall disclose that such defects or failures have not been caused by any of the Warranty Exclusions.
6.4 POSITIVE COMPOSITES’ sole and maximum liability for breach of the warranty stated in Section 6.1 is limited to the obligation at POSITIVE COMPOSITES’ sole discretion to repair, replace or reimburse Buyer for the purchase price of any Goods delivered hereunder which is found by POSITIVE COMPOSITES to be defective under the terms of this warranty. The terms of the express limited warranty shall apply to any repaired or replacement Goods supplied by POSITIVE COMPOSITES for the remaining term of the relevant Warranty Period. In case POSITIVE COMPOSITES elects to inspect and/or repair the Goods on Buyer’s site, Buyer shall (i) provide reasonable access to equipment and material, facilities and documents and other data of Buyer for the purpose of examining the conditions of receipt, handling, storage, usage, application and operation as aforesaid, and (ii) make available to POSITIVE COMPOSITES’ personnel and partners and collaborators, facilities equipment and tools on site to assist in any repair and other activities by such warranties.
6.5 to the extent permitted by applicable law, section 6.4 sets forth POSITIVE COMPOSITES’ entire liability and buyer’s sole and exclusive remedies for any breach of the warranties set forth in section 6.1, and buyer waives all other remedies, statutory or otherwise. POSITIVE COMPOSITES’ obligation to honor the warranty herein is contingent upon POSITIVE COMPOSITES’ receipt of payment in full for the Goods or services entitled to this warranty.
6.6 Except for the warranties set forth in section 6.1, POSITIVE COMPOSITES makes no warranties, either express or implied, including but not limited to any warranty of merchantability, non-infringement, satisfactory quality, accuracy, or fitness for a particular purpose, except for the purpose agreed with Buyer, or any express or implied warranty arising out of trade usage or out of a course of dealing or course of performance.
- INTELLECTUAL PROPERTY
7.1 POSITIVE COMPOSITES is and shall remain the owner of any and all right, title, and interest in any and all intellectual property rights to the Goods and to the Services, without limitation, including know-how, invention, patent, design, plan, samples, specifications made or developed, trademarks, and copyrights (“Background IP”). Subject to payment of all money due for the corresponding Goods, POSITIVE COMPOSITES grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable (except to end-customers), and revocable license to use its Background IP for the sole purpose of using and operate the Goods or incorporating the Goods in the end-customer’ s application in order to use and operate the Goods.
7.2 All goodwill associated with any POSITIVE COMPOSITES’ trademarks inures solely to POSITIVE COMPOSITES’ , and Buyer shall take no action to damage the goodwill associated with POSITIVE COMPOSITES’ trademarks or POSITIVE COMPOSITES.
7.3 POSITIVE COMPOSITES’ grant of rights to Buyer hereunder is made with full reservation by POSITIVE COMPOSITES of any and all rights not expressly granted herein.
- INDEMNIFICATION
8.1 POSITIVE COMPOSITES will defend at its own expense any claim against Buyer brought by a third party to the extent that the action is based upon a claim that any Goods infringe any third-party intellectual property rights and POSITIVE COMPOSITES will pay those costs and damages finally awarded against Buyer by a court of competent jurisdiction or competent arbitration court in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action.
8.2 POSITIVE COMPOSITES’ obligations in this Section are subject to the conditions that: (i) POSITIVE COMPOSITES is notified promptly in writing by Buyer of any claim; (ii) Buyer does not make any acknowledgement of liability of which it seeks to be indemnified under this Section; (iii) POSITIVE COMPOSITES has sole conduct, authority, and control of the defense and all negotiation for any settlement or compromise thereof; and (iv) Buyer provides POSITIVE COMPOSITES with all information and reasonable assistance to handle the defense or settlement of the claim.
8.3 Notwithstanding anything to the contrary contained herein, POSITIVE COMPOSITES shall have no obligation to indemnify Buyer with respect to any claim relating to, based on, or arising out of: (i) any modification or servicing made to the relevant Goods by Buyer or any third party without POSITIVE COMPOSITES’ approval; (ii) the combination, integration, application, operation or use of the relevant Goods with any equipment, device, apparatus, program, code or data that is not manufactured, provided, indicated as being compatible with the Goods or developed by POSITIVE COMPOSITES, and where such combination, integration, application, operation or use is the object of the claim; (iii) any use not intended by POSITIVE COMPOSITES; (iv) claims in issued patents that are essential or necessary to implement an industry standard promulgated by a recognized industry trade group or standard setting organization; (v) Buyer’s failure to use materials or instructions provided by POSITIVE COMPOSITES which would have rendered the relevant Goods or its use non-infringing; and (vi) the continued sale, distribution, or use of the relevant Goods after Buyer has been provided with and fails to implement modifications or updates that would have avoided the alleged infringement within a reasonable time period or after POSITIVE COMPOSITES has terminated the PO involving the relevant Goods as per Section 8.4.
8.4 Should the relevant Goods or Services become (or in POSITIVE COMPOSITES’ opinion be likely to become) the subject of any infringement claim, POSITIVE COMPOSITES will have the option, at its sole discretion: (i) to procure for Buyer the right to continue using the relevant Goods; (ii) replace the relevant Goods with a substantially equivalent non-infringing product; (iii) modify the relevant Goods so it becomes non-infringing; or (iv) if solutions stated in (i), (ii), and (iii) are not technically and/or commercially feasible or suitable, terminate immediately, in whole or in part, the applicable Agreement involving the relevant Goods and reimburse Buyer for the Goods’ purchase price.
8.5 This section 8 and section 9 below set forth POSITIVE COMPOSITES’ entire liability and Buyer’s sole and exclusive remedy for any intellectual property rights claims relating to the Goods, and Buyer waives all other remedies, statutory or otherwise.
- LIMITATION OF LIABILITY
9.1 POSITIVE COMPOSITES shall only be liable for direct tangible damages. Neither Party shall be liable to the other Party and any third party under these GTCS and any PO hereunder (whether such liability is based on contract, tort (including negligence), strict liability, other tort theory, contribution, breach of warranty, or other legal or equitable theory) for any indirect, or any damages for lost profits, loss of data, loss of production, loss of revenue, loss of interruption of business, arising out of or relating to these GTCS, even if a party has been advised or should have known of the possibility of such damages.
9.2 POSITIVE COMPOSITES shall not be held liable for any and all damages arising from or in connection with the misuse of the Goods by Buyer, its employees, customers or others.
9.3 POSITIVE COMPOSITES’ maximum liability for any claim arising hereunder shall not exceed the lowest of the following amounts: (i) the amount paid by Buyer for the PO under which the claim arises; (ii) in case of engineered-to-order project or customer-tailored products or products done according to specification of customer, the total amount paid by Buyer to POSITIVE COMPOSITES during the twelve months preceding the date on which POSITIVE COMPOSITES receives such claim; or (iii) in case of a blanket purchase order, the amount paid by Buyer for the Goods or the Services underlying the claim, regardless of the amount of the blanket purchase order and where “blanket purchase order” means a purchase order, which provides a framework of agreed terms and under which Goods or Services will be delivered subject to a subsequent order.
- CONFIDENTIALITY
10.1 “Confidential Information” means all information, processes, know-how, ideas, specifications, and documentation which either Party may have imparted to the other relating to the Goods or to the Services or to each Party’s business and which relates to the subject matter of this Agreement and includes among others, the price, specifications, and the formulation and design of the Goods, information relating to the personnel, policies, clientele or business strategies of either Party, and any information relating to the terms upon which the Goods or the Services are to be sold under this Agreement. Notwithstanding the foregoing, shall not be considered as a Confidential Information hereunder any information that: (i) is already in possession of the receiving Party at the time of disclosure by the disclosing Party and continues to be held in confidence in accordance with the terms on which it was obtained; (ii) is or subsequently comes into the public domain through no fault or action or failure to act on the part of the receiving Party; (iii) is lawfully obtained by the receiving Party from a third party having the right to disclose it; or (iv) is independently developed by the receiving Party, not to perform the Agreement, without use of any Confidential Information of the disclosing Party.
10.2 The Parties shall refrain from disclosing and prevent their employees, agents or legal successors from revealing to any third party any Confidential Information regarding the other Party, without its prior written approval. Each Party shall use the Party’s Confidential Information solely to perform this Agreement.
10.3. The provisions of this Section 10 will remain in force for a period of (5) years from the date of termination of the Agreement.
- FORCE MAJEURE
11.1 A Party shall not be liable for delay in deliveries, performance or failure to perform in whole or in part its obligation under this Agreement due to causes beyond the reasonable control of such Party and/or any event of Force Majeure. “Force Majeure” means any cause existing or future, which is beyond a Party’s reasonable control including but not limited to acts of God, storm, fire, flood, earthquake, national strike, national lock-out, petrol extraction stoppages, shortages of raw materials, embargo, prohibition of trade, sabotage, interference by civil or military authorities, regulations or orders of any governmental authority, acts of war (declared or undeclared), hostilities, epidemy, pandemy .
11.2 The period of performance for the Party affected by such a cause shall be extended by the duration of said cause, provided, however, if any such delay shall continue for more than thirty (30) days, that each Party may cancel the affected Agreement by written notice to the other Party at any time, without incurring any liability of such Party toward the other Party.
- compliance with lawS AND CODE OF ETHICS
12.1 The Buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the Goods. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply fully with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer, including, without limitation EU and US export and import control laws. Buyer further agrees to accept and assumes all responsibility for shipments of the Goods requiring any government import clearance. POSITIVE COMPOSITES may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Goods or Services.
12.2 Dedicated to sustainability and responsible commercial practices, POSITIVE COMPOSITES attaches great importance to labour, competition, anti-corruption and money-laundering legislations. POSITIVE COMPOSITES requires the Buyer, its suppliers and customers to comply with its Code of Ethics and to maintain a corporate policy that will respect the commitments of the United Nation Global Compact by applying to themselves and to their own suppliers and customers the ten principles of the Global Compact regarding Human Rights, Labour Laws, Environment and anti-corruption. To consult these principles visit the following website: http://www.unglobalcompact.org.
12.3 The Goods, including any software, documentation, and any related technical data included with, or contained in, such Goods, and any products utilizing any such Goods, software, documentation, or technical data (collectively, « Regulated Goods ») may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. Buyer shall not, and shall not permit any third parties to, directly or indirectly, export, re-export, or release any Regulated Goods to any jurisdiction or country to which, or any party to whom, the export, re-export, or release of any Regulated Goods is prohibited by applicable federal or foreign law, regulation, or rule. Buyer shall be liable for any breach of this Section 12.3 by its, and its successors’ and permitted assigns’, parent, affiliates, employees, officers, directors, partners/members/shareholders, customers, agents, distributors, resellers, or vendors. Buyer shall comply with all applicable federal and foreign laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, or releasing any Regulated Goods.
12.4 Buyer’s failure to comply with the terms of this Section shall constitute a material breach of the Agreement.
- TERMINATION
13.1 Termination for breach.
13.1.1 In addition to any rights or remedies available under this Agreement, either Party shall have the right to terminate a PO immediately at any time by giving notice in writing to the other Party with effect from the date specified in such notice: (i) if the other Party commits a material breach of any of its obligations under this Agreement which is not capable of remedy; (ii) if the other Party has committed a material breach of any of its obligations under this Agreement which is capable of remedy but which has not been remedied within a period of thirty (30) days following receipt of written notice to do so; (iii) if the other Party (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (c) makes or seeks to make a general assignment for the benefit of its creditors, or (d) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (iv) pursuant to Section 11 (Force Majeure).
13.1.2 In addition to any rights or remedies available under this Agreement, POSITIVE COMPOSITES may terminate a PO and any unpaid PO previously accepted by POSITIVE COMPOSITES if Buyer fails at any time to pay any amount due and payable to POSITIVE COMPOSITES under the relevant PO and such failure continues for thirty (30) days after Buyer’s receipt of written notice of non-payments.
13.2 Termination for convenience. For customer tailored products to-order projects, Buyer may elect to terminate the PO without cause, upon reasonable prior written notice; provided that Buyer may not terminate a PO from achievement of certain milestone as indicated in the PO acceptance.
13.3 Amounts payable to POSITIVE COMPOSITES . In the event of a termination under Section 13.2, Buyer shall pay POSITIVE COMPOSITES for: (i) any applicable non-recurring expenses, such as without limitation, R&D, tooling; (ii) any unpaid order and producrs previously delivered to Buyer or fully completed by the time POSITIVE COMPOSITES receives Buyer’s notification of termination; (iii) the amount for any work under progress at the time POSITIVE COMPOSITES receives Buyer’s notification of termination, corresponding to a percentage of the price to be paid for the ongoing milestone and equal to the percentage of completion of the work; and (iv) all costs incurred by POSITIVE COMPOSITES, such as without limitation, costs for raw materials, transport and services, which were acquired to complete the work according to the agreed schedule and were not used at the time POSITIVE COMPOSITES receives Buyer’s notification of termination, and which cannot be resold to its supplier or any third party, nor be used by POSITIVE COMPOSITES for itself or for other customers. POSITIVE COMPOSITES will issue an invoice corresponding to the amounts stated in this Section, less any down payment or other partial payments already made by Buyer. Buyer shall pay such invoice according to the agreed payment terms. Upon completion of payment, POSITIVE COMPOSITES shall deliver all the corresponding products, works and services according to the applicable incoterms hereunder. Risk of loss to such products, works and services will pass to Buyer upon delivery. Title will pass to Buyer upon full payment of the invoice.
- DATA PROTECTION
Personal data provided will be collected and processed by POSITIVE COMPOSITES in accordance with and subject to the provisions of the Reg. EU no. 679/2016 and Law n° 2016-1321 dated 7 October 2016. The data provided by Buyer shall be processed solely for contractual purposes and for the fulfillment of the related legal requirements. The data shall be processed by using both electronic and manual recording systems, and in any case the data shall be stored in secure environments. Any provided data will be kept as long as the commercial relationship is maintained, or for as many necessary years as required for the compliance with legal obligations. The data will be processed by POSITIVE COMPOSITES’ employees and not be transferred to any third parties except to comply with a legal obligation. Buyer shall have the right to obtain confirmation as to whether or not personal data concerning him exist, regardless of their being already recorded, and communication of such data in intelligible form; to be informed of the source of the personal data, of the purposes and methods of the processing, of the logic applied to the processing, of the identification data concerning data controller or categories of entity to whom or which the personal data may be communicated; to obtain updating, rectification or integration of the data; to obtain erasure, anonymization or blocking of data that have been processed unlawfully; to object to the processing of personal data. Buyer can at any time require access, removal or correction of its Personal Data by sending a request at: hi@positivecomposites.com
- GoVERNING LAW AND JURISDICTION,
15.1 This Agreement shall be construed and interpreted in accordance with the laws of France, without regards to its conflicts of law. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded by the Parties and does not apply to the interpretation or enforcement of a PO or the Agreement.
15.2 The Parties agree that all disputes, action, claim, controversies which may arise out of or in connection with the interpretation or performance of this Agreement shall be exclusively submitted to the relevant jurisdiction of the Commercial Court of Paris or in case of IP matter the “Tribunal de Grande Instance” of Paris, France.
- MISCELLANOUS
16.1 These GTCS (and the accompanying PO/quotation/confirmation of sale/invoice) embody the entire understanding between the Parties and supersede all previous agreements, understandings or representations whether in writing or orally regarding its subject matter. All agreed addition or modifications to these GTCS shall be made in writing and signed by duly authorized representatives of both Parties, failing which such modifications and amendments shall be deemed null and void.
16.2 In the event any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and these GTCS shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
16.3 In no event, a Party may assign any of its rights, interests or obligations under these GTCS without the other Party’s prior written approval.
16.4 The failure of a Party to enforce a provision, exercise a right or pursue a default of this Agreement shall not be considered a waiver. The express waiver of a provision is to be effective only in the specific instance, and as to the specific purpose, for which it was given.
16.5 The Parties’ rights and obligations which by their sense and context are intended survive any termination or expiration the Agreement shall so survive, including but not limited to Sections 1, 5, 6, 7, 8, 9, 10, 14, 15, and 16.
16.7. Any translation of these GTCS in any other language other than French shall be deemed for courtesy purposes only. In case of discrepancy of the courtesy translation with respect to the French version the latter shall prevail.