General Terms and Conditions of Sales Telenco networks

Version : 23/11/2020

Preamble

The purpose of these general terms and conditions of sale («General Terms and Conditions» or «GTC») is to set out the respective obligations and responsibilities of Telenco networks and the Customer («Customer») acting exclusively within the framework of his professional activity.

These GTC apply within the framework of their pre-contractual and/or contractual relations, relating to the sale of Products. They take precedence over the Customer’s general terms and conditions of purchase unless Telenco networks has given its express, prior, and written consent.

Article 1 - Definitions

«Product(s)»: Equipment and accessories for the deployment and maintenance of telecom networks.

«Professional(s)»: Any natural or legal person, acting for purposes falling within the scope of his commercial or industrial activity.

«Online sale»: sale of Products made from the website www.telenco-networks.com from the Customer Account (see definition below).

«Standard sale»: sale of the Products made from a written order form (paper, electronic...) sent to Telenco networks.

Article 2 - Opening an account

The placing of orders by a Customer is subject to the opening of a prior account called «Customer Account» («Account or Customer Account»). It is understood that any opening of a Customer’s Account is subject to Telenco networks’ discretionary criteria, such as compliance with solvency or regulatory compliance criteria.

Under no circumstances will Telenco networks be held liable for refusing to open an account. The criteria will remain free and will not have to be communicated to the applicant wishing to open an account.

Telenco networks reserves the right not to follow up on a request to open a Customer Account and thus not to wish to conclude a Contract with the Customer for legitimate reasons, for example, but not limited to, not covered by credit insurance, a Customer who is not a professional in the sector. This refusal does not entitle the Customer to any compensation whatsoever.

Article 3 - Offers

The sales catalogue printed or published on the Internet does not constitute an offer, but a simple indication of the types of Products offered. Only a quotation issued by Telenco networks, valid during the period expressly indicated on this latter, accompanied, if necessary, at the Customer’s request, by a Technical Datasheet, or in the absence of initial samples, is considered to be an offer («Offer»).

Given the nature of the business relating to the Products, which requires scarce raw materials, the sources of supply are strained, which the customer acknowledges and accepts. For this reason, Telenco networks makes its best efforts to provide the most accurate possible date for the availability of the Products. However, in view of the supply difficulties mentioned above, the dates on which the Products included in the Offer will be made available are only indicative. They will be adjusted as and when necessary according to the best information available but cannot therefore constitute a firm commitment.

This Offer includes a Technical Datasheet at the Customer’s request or, failing that, the delivery of initial samples in parallel, which form the basis of Telenco networks’ commitment. In case of doubt as to whether the Product meets the Customer’s expectations, the Customer should contact Telenco networks in order to clarify this. Any subsequent acceptance on the basis of the Offer implies and means that the Customer has considered that the Technical Datasheet provided on request, or the initial samples, were sufficiently clear and comprehensible and that the Product described meets all his expectations.

The Offer, the order (see below) and the acknowledgement of receipt of the order («Acknowledgement of receipt») are governed exclusively by these General Terms and Conditions supplemented or amended by the Special Terms and Conditions (see below). Indeed, given the specificity of Products of a technical nature, the Customer’s General Terms and Conditions of Purchase, or any other modality proposed by the Customer when placing the order, cannot be applied, even in the event of silence on the part of Telenco networks, which the Customer expressly acknowledges. The lead-time indicated on the quotation is for information purposes only and takes into account the production capacity and the available raw materials at the date of its issue.

The unit invoicing of each sale will be at least 500 € excl. VAT, below which a fixed charge of 50 € excl. VAT will automatically be applied in addition.

Article 4 - Order

To place an order a customer shall have opened an account («Customer Account»). The terms and conditions for opening a Customer Account are carried out, at Telenco networks’s discretion, with Telenco networks according to various conditions, such as those available on the Internet, forms, etc… The Customer’s order («Order») must mention in writing, including in electronic format, the exact references of the Products ordered and the desired quantity or explicitly refer to the quotation or a pro forma invoice issued by Telenco networks without any modification by the Customer. It is up to the Customer to ensure that the Order has been received by Telenco networks.

Telenco networks will issue an acknowledgement of receipt («Acknowledgement of Receipt») in the format of its choice (E-mail...) in order to inform the Customer of the receipt of the Order and the availability of the products or the lead-time required to make the products available. It is possible to place Orders by Electronic Data Interchange (EDI); in this case, a framework agreement will govern the relationship with the Customer. In the absence of such an agreement, no EDI Order can be considered by Telenco networks.

Article 5 - Conclusion of the contract

Only an acknowledgement of receipt («Acknowledgement of Receipt») shall materialize acceptance of the contract («Contract») and therefore the agreement of the Parties. This Acknowledgement of Receipt, in paper or electronic format, at the discretion of Telenco networks, may also take the form of a «pro forma» invoice or any other document of its choice, as long as it bears the seal of Telenco networks.

Article 6 - Customer’s responsibility

The Customer remains solely responsible for the use of the Products, even if information, advice, or diagrams have been communicated to him by Telenco networks. As soon as the Products are resold by the Customer to a third party, the Customer guarantees Telenco networks (i) to sell them only to Professionals and (ii) to provide all the information, advice and diagrams that Telenco networks may have communicated to him and (iii) that this does not result in a reduction of its own obligations to advise the Customer. In addition, the Customer shall ensure that all the obligations incumbent upon him/her with regard to the present contract shall be, under his/her responsibility, at the very least, transferred to third parties such as his/her customers, users...

Article 7 - Special conditions

The terms and conditions herein may be subject to specific terms and conditions («Specific Terms and Conditions»). These will be proposed by Telenco networks in the Annex to the Offer or with the Acknowledgement of Receipt, and/or if they result from a prior verbal agreement. These special terms and conditions will derogate from the present terms and conditions on points such as, but not limited to, discounts, shipping costs, terms of payment, etc.

Article 8 - Products subject of the order

The Products are offered in the catalogue for information purposes only. The Customer will issue a request regarding the Products he wishes to acquire. Telenco networks will provide the Customer with a quotation accompanied by a Technical Datasheet provided on request and/or initial samples (globally «Offer» - see above). The latter correspond to Telenco networks’ commitment about the technical specifications of the Product. If no Technical Datasheet and therefore no corresponding Product exists, then, either at the Customer’s request or at the discretion of Telenco networks, a specific development can be initiated.

In any event, it is up to the Customer to express his expectations. Any resulting development undertaken by Telenco networks will finally be materialized by a Technical Datasheet provided at the Customer’s request. In general, it is the Customer’s responsibility to ensure that the Technical Datasheet, resulting from a specific development or the adaptation of an existing Product, corresponds to his expectations. Telenco networks will in no case be held responsible for the Customer’s expectations with regard to the Product ordered, since only the Technical Datasheet provided on request, or, if applicable, the initial Samples, is the materialization of Telenco networks’ commitment to the Customer. In addition, the Customer must ensure that all the material and organizational conditions are met to enable the Product to be implemented and used satisfactorily and safely, such as qualified and trained personnel to use it.

The Products comply with the laws and regulations in force in France, which the Customer acknowledges and accepts, unless the Parties have agreed to other terms in the Special Conditions. Thus, when the Product must comply with local standards at the place of use, in particular for safety, other than a French technical standard to which Telenco networks declares that it complies, the Parties may derogate from this with the signing of the Special Terms and Conditions. Failing this, the Customer will assume all the consequences resulting therefrom and Telenco networks shall not be held liable, in particular for incidents occurring during their use, even if the Products are delivered outside of France.

Article 9 - Amendments

Any intent of Telenco networks to modify the Contract will be the subject of a new proposal to the Customer by means of a proposal for an amendment («Amendment Proposal») to the Contract issued by Telenco networks. The Customer will confirm its acceptance as soon as possible and Telenco networks will issue an Amendment to the Contract by way of an Acknowledgement of Receipt, which will materialize the modified Contract. Any modification of the Contract requested by the Customer once the preparation of the Products has started will no longer be possible except by means of an amendment expressly derogating from the Contract, which will be modified and communicated by Telenco networks to the Customer. Any request for modification of the Contract cannot be taken into consideration if it is received after the Products have been prepared. No termination, suspension or resolution of the Contract by the Customer may take place without the express, prior and written consent of Telenco networks, and under conditions that will compensate the latter for any damaging consequences.

Article 10 - Prices

Except in the case of express special conditions, the prices of the Products sold by Telenco networks are those appearing in the Offer addressed to the Customer, for the duration appearing on this document. These prices are, on these dates, firm and definitive. They are expressed in Euro, net and excluding of VAT. Prices are quoted on an incoterm basis which will be defined in the Offer. The price conditions correspond to so-called «standard» packaging, i.e. boxes, bags, bundles or filmed pallets. Nevertheless, it is expressly agreed that Telenco networks may propose special terms and conditions with a particular Offer.

Article 11 - Invoicing & default of payment

Invoices are issued upon shipment of the Products and are therefore payable in cash or according to the payment terms specified on the Acknowledgement of Receipt. The invoice will be sent in electronic or paper format to the Customer. If the delivery of the invoice should be the subject of a procedure by Telenco networks, this latter reserves the right to invoice the corresponding administrative costs.

The Customer shall refrain from suspending payments, except if Telenco networks does not comply with its main obligations under these general terms and conditions and provided that the Customer has been able to demonstrate this. Any delay or non-payment, total or partial, of invoices on their due date shall automatically and without prior formal notice, (i) - a) result in the application of late payment penalties equal to the interest rate of the European Central Bank increased by 10 points on the amount of the invoice for Customers located within the EU, a) the application of late payment penalties equal to the interest rate of the Central Bank of the Country of delivery increased by 10 points on the amount of the invoice for Customers located outside the EU and may result, at the sole discretion of Telenco networks, (ii) in the immediate suspension of all new deliveries until full payment of all outstanding installments, and (iii) in late payment penalties and collection costs. (iv) the immediate due date of any other invoice, whether or not it is overdue, even if it (they) has (have) given rise to the creation of draft(s), and (v), at the sole discretion of Telenco networks, either the suspension of deliveries or the advance payment of any Order in progress.

Telenco networks reserves the possibility, in the event of non-payment by the Customer and after thirty (30) calendar days of unsuccessful formal notice, to cancel the Orders not yet executed. In addition to the penalties for delay, the Customer will owe Telenco networks a fixed compensation of 40 euros excluding of VAT for collection costs, without prejudice to any additional compensation if the collection costs incurred exceed this amount. In case the Customer remains liable for sums originating from several invoices, in case of partial payment by the Customer, Telenco networks can offset the payments on the invoices of its choice, which the Customer acknowledges and accepts. Any deterioration of the Customer’s credit with the so-called rating companies may also justify the requirement for guarantees or payment in advance before the execution of the orders received. It is expressly agreed that Telenco networks does not accept discounts.

Article 12 - Payment terms

Payments will be made by bank transfer within a period corresponding to the payment conditions granted by Telenco networks. Transfers that would generate costs for the parties will be borne individually by each of them at their bank. It is understood that if the Customer wishes to retain other means of payment, including those offered by Telenco networks, the corresponding costs that may be borne by this latter will be fully re-invoiced to the Customer. Telenco networks remains the owner of the Products delivered from the moment they are handed over until full payment of the full price. However, the risks of the Products shall be borne by the Customer as soon as they are made available. Consequently, in the event of non-payment, Telenco networks may carry out or delegate the recovery of the unpaid Products from the Customer or from one of its own customers, it being the Customer’s responsibility to ensure that a clause of the same nature has been transposed into its own conditions of sale. In any event, the Customer assumes all the harmful consequences that Telenco networks may suffer as a result of this deficiency.

Article 13 - Intellectual property

Offers, Quotations, Technical Datasheets, catalogues and more generally all documents handed over or communicated by Telenco networks to the Customer by e-mail, post or any other form, are covered by intellectual property rights, which are and remain the entire property of Telenco networks, even if they result from a request by the Customer.

All these documents or Products must not be reproduced under any circumstances, without the prior written permission of Telenco networks. This provision shall survive the expiry of the Order. It is understood that the Customer shall have no intellectual property rights relating to the Products unless Telenco networks has given its express written consent.

The Customer guarantees Telenco networks that it will exonerate it from any claim for counterfeiting or forgery that may be brought against it due to the use of the Product with another product, which as a whole constitutes an infringement of the intellectual property rights of third parties. In addition, the Customer shall indemnify Telenco networks for all damaging consequences generated as a result. Within the framework of the exchange of the Customer’s specifications to Telenco networks, the Customer acknowledges that the specifications only represent raw data or requirements that do not constitute material realizations protectable by intellectual property rights. The specifications remain the property of the Customer. However, the response provided by Telenco networks through a Product, a Technical Datasheet, a drawing, measurements, is in any case a material realization that can be protected by intellectual property rights belonging exclusively to Telenco networks.

The Customer shall refrain from: - Doing, provoking or authorizing the doing of anything that may infringe, harm or prejudice the Intellectual Property Rights of Telenco networks ; - register or have registered, use, in France or abroad, a title of intellectual property, or copyright, or know-how, or domain name likely to harm or damage Telenco networks, except with the express and prior agreement of Telenco networks. If the Customer is aware of the existence of any infringement, unfair behaviour, act of counterfeiting or any complaint or procedure relating to the Products or any Intellectual Property Right of Telenco networks, he shall immediately notify Telenco networks and communicate all the information at his disposal in this respect. Telenco networks will decide alone on the appropriateness of an action, notably for infringement, which will be brought at its exclusive expense, risk and profit, the Customer being obliged, in the best interests of Telenco networks, to assist it in these proceedings.

Article 14 - Delivery / transfert of risks

Any delay in making the Products available according to the indicative date appearing on the Acknowledgement of Receipt, which may have been adjusted, may be subject to compensation if it is expressly provided for in the Offer. The terms of such compensation shall be 0.2% of the value of the undelivered Products per day of delay, capped at 5% of the corresponding invoice.

Delivery of the Products shall take place in accordance with the terms and conditions set forth in the Acknowledgement of Receipt of Telenco networks and as set forth herein. Thus, as soon as the delivery is made according to the «Ex Works» terms and conditions, the Customer acknowledges that it is the responsibility of the carrier to ensure the delivery of the Products. Consequently, the Customer has no recourse against Telenco networks in the event of non-delivery of the Products and/or damage during transport.

If the Customer does not collect the Products within 7 days following the dispatch of a notice of availability, storage and security costs may be invoiced to the Customer in addition at a flat rate of 10 € excl. tax per box, bag, bundle or pallet filmed per period of 30 indivisible days. If the Parties have expressly deviated from the «Ex works» terms and conditions and Telenco networks agrees to provide an additional service and to ensure the delivery when this is not its core business, the lead-times indicated in this context are given as an indication and without guarantee, whatever the incoterm chosen.

Exceeding these lead-times cannot give rise to any deduction or indemnity against Telenco networks. It is understood that deliveries outside metropolitan France may be made in fractions. Therefore, in this case, acceptance by the Customer of these terms and conditions implies that the Customer may not ask for the Order to be cancelled, since the Customer will have accepted other terms and conditions, with all the consequences that this may have for the Customer. An insurance will be subscribed whenever Telenco networks is in charge of transportation. This insurance will be limited to a certain compensation amount. It is expressly agreed that Telenco networks will only assume transport damage within the limit of its insurance cover. It is therefore up to the Customer to take out all additional insurance at his own expense unless special terms and conditions have been expressly agreed in writing between the Customer and Telenco networks to deviate from these terms and conditions.

It is up to the Customer to ask Telenco networks in advance for the limits of the valid transport insurance that may apply. Moreover, the indicated lead-times are automatically suspended by any event beyond its control, particularly in cases of force majeure, and resulting in a delay in delivery. Telenco networks cannot be held liable in the event of delay or suspension of the delivery of Products.

From the moment the Customer takes possession of the Products, the risks of loss and deterioration are transferred to him, the products travelling at the Customer’s risk. In any event the on-time delivery is subject to customer obligation’s fulfilment. It should be noted that in certain circumstances the Products may be sold «Free of charge», in fact, this is the case for a contract for an amount greater than or equal to €1,500 excluding VAT in mainland France excluding Corsica.

Article 15 - Conpliance

In application of the regulations about money laundering or corruption, the Customer declares: - the origin of the funds he pays to Telenco networks for the purchase of the Products is lawful and does not come from illegal activities or in connection with a criminal offence.

- it has not facilitated the false justification of the origin of the perpetrator’s property or income from a crime or offence from which the perpetrator has collected a direct or indirect profit, nor has it assisted in a transaction for the investment, concealment or conversion of the proceeds of a crime or offence, whether directly or indirectly.

The Products, depending on where they are intended for final use or assembly, may be subject to compliance rules limiting such exports or the involvement of certain persons. Telenco networks is at the Customer’s disposal to provide information on the Products, but it is the Customer’s responsibility to check these regulations and as such, he guarantees Telenco networks of the respect of these regulations. Any damage suffered as a result of Customer’s noncompliance shall give right to indemnification to Telenco networks. In general, the Products comply with all European regulatory requirements.

For all Products of a potentially dangerous nature, specifications of these Products are communicated with the Offer. Any other request for conformity must be expressed by the Customer before receiving an Offer from Telenco networks as the nature of the request for conformity may influence the price of the Products.

Article 16 - Tendering procedures

The General Terms and Conditions also apply in the case of Tendering Procedures. The product standards, the documents exchanged with the Customer and the initial Samples for validation are in fine subject to the present Terms and Conditions, i.e. only the Technical Datasheet provided on request reflects Telenco networks’ commitment with regard to the Products to be delivered.

It is the Customer’s responsibility to ensure that the expectations expressed have been included and translated in the Technical Datasheets.

In the event of a contradiction between the terms of the Customer’s Call for Tenders and the present Terms and Conditions, the present Terms and Conditions shall constitute Telenco networks’ response and any Order from the Customer on this basis shall mean the acceptance of these terms and conditions in replacement or evolution of its specifications.

Article 17 - Confidentiality

The Parties undertake to maintain the confidentiality of all information relating to the activity and affairs of the other Party, obtained from this latter during, or in preparation for, their trade. Each Party shall use such information exclusively for the purposes of the said commercial relationship and shall communicate it only to those of its officers and employees to whom the information is necessary.

Article 18 - Data protection

Any Order signifies the Customer’s consent to the processing of his/her personal data transmitted when opening an account and/or at the time of each Order, in accordance with the Telenco Privacy Policy detailed at the following address https://telenco.com/politique-de-confidentialite-protection-des-donnees-a-caractere-personnel/

Article 19 - Warranty for defects

The Parties represent and warrant that each has the right and power to engage in the sale and purchase of the Products and in the performance of the obligations hereunder. Insofar as the Customer is considered to be a professional in the same specialty as Telenco networks, the Customer’s action against Telenco networks as a guarantee for hidden defects is limited to defects of sufficient gravity that have appeared within 24 months of the Customer taking possession of the Products. The Products will be returned to Telenco networks in order to ensure that the defects fall within the definition of hidden defects, which are difficult to detect at the time of delivery and are inherent to the Products and that they are not defects linked to a cause of exclusion of guarantee. If Telenco networks does not find hidden defects or if it finds that they are defects linked to a cause of exclusion of guarantee, Telenco networks will return the Products to the Customer at its expense. Conversely, if Telenco networks confirms the existence of hidden defects, it undertakes, at its discretion, to replace the said Products with identical or similar products within a reasonable period. It is understood that the consumables linked to the Products are under no circumstances replaced within the framework of the guarantee, unless prior approval by Telenco networks.

Article 20 - Conditions for exercising and limitation of the guarantee

The Warranty will not apply in case of:

- deficiencies due to products or parts used by the Customer with Products ;
- due to the intervention of a third party on the Products sold by Telenco networks ; - non-compliance due to deterioration from negligence ; - lack of maintenance or supervision and wrongful use of Products ; - use under abnormal conditions or for operations and/or with unintended elements, lack of qualification or experience of employees ; - poor storage conditions of Products ; - faulty installation or installation that does not comply with the rules of use of the Products. The implementation of the Guarantee implies the provision by the Customer of all the indispensable preliminary elements enabling Telenco networks to assess the nature and cause of the alleged defect subject to this Guarantee. If a defect is discovered, the Customer shall inform Telenco networks by registered letter with acknowledgement of receipt within seven (7) days of the discovery of the defect. The Customer is responsible for providing proof of the date of discovery of the defect. The Customer must provide documented written proof of the reality of the defect. In the event of non-compliance with these conditions, the Customer will not be able to invoke the guarantee for hidden defects against Telenco networks. In any event, the absence of proof provided within thirty (30) days of the initial request for activation of the Guarantee will result in the termination of this Guarantee. After the prior written agreement of Telenco networks assigning a return number, the Products must be returned by the Customer to Telenco networks and at his expense at the place where he took possession of the Products, together with the corresponding invoice and the description of the defects found. Furthermore, Telenco networks reserves the right to refuse the implementation of the Guarantee in the event of non-payment by the Customer of all or part of an Order. The Customer is required to check the good condition and quantity of the Products delivered upon receipt of the Products. In this context, the Customer must inform Telenco networks of any detailed reservations within forty-eight (48) hours of receipt of the Products. After this mandatory period, Telenco networks will not accept any complaint, of any nature whatsoever, relating to non-conformities or apparent defects about the Contract. The Telenco networks’s Warranty is strictly limited to the obligations defined above and it is expressly agreed that Telenco networks shall not be held liable for any other compensation for any reason and for any cause whatsoever, such as damages or compensation of any kind whatsoever, apart from the replacement of the Products. As a matter of principle, Products conforming to the Online Catalogue or the Technical Datasheets cannot be returned, unless Telenco networks has given its express prior agreement, which agreement is discretionary.

Article 21 - Liability

Under no circumstances will Telenco networks be held liable for indirect and/or immaterial damage, consecutive or non-consecutive, resulting from the execution of its obligations under the Contract, such as, without this list being exhaustive, loss of income, loss of earnings, operating losses, commercial disturbances of any kind, the Customer and his insurer waiving any recourse against Telenco networks and its insurers in this respect. In general, the total and cumulative liability of Telenco networks shall not exceed, and in any case, the total amount paid to Telenco networks under the Order or the Contract concerned, it being understood that the lowest of the two amounts shall be the applicable cap.

Article 22 - Material adverse effect

In the event of a change in circumstances unforeseeable at the conclusion of the Contract, if the subsequent variations make the execution excessively expensive for Telenco networks to such an extent that it would not have accepted to bear the risk at that point, Telenco networks may request a renegotiation of the Contract from the Customer, which the Customer accepts. In the event of refusal or failure to renegotiate, the parties may agree to terminate the Contract, on the date and under the conditions that they determine, or request by mutual agreement a judge to proceed with its adaptation. If no agreement is reached within a reasonable period, the judge may, at the request of a party, revise or terminate the Contract, at the date and on the conditions he sets.

Article 23 - Force majeure

As soon as a case of force majeure (unforeseeable, irresistible, and external event) occurs, Telenco networks reserves the right to suspend, in whole or in part, the execution of the Contracts, until the said case of force majeure has ceased. Is considered as a case of force majeure within the meaning of these General Terms and Conditions (i) any event as defined by law and/or by jurisprudence and (ii) one of the following events without this being restrictive: strikes, whether total or partial, or epidemics hindering the smooth running of Telenco networks or that of its suppliers, subcontractors or carriers, as well as the interruption of transport, energy, raw materials or spare parts supplies.

Article 24 - Reservation of ownership clause

As indicated above, the transfer of ownership of the Telenco networks’s Products to the Customer is subject to full payment of the price in principal, costs, and interests. The Customer shall refrain from (i) any transformation, incorporation, or assembly of the Products before full payment has been made, and/or (ii) selling or pledging the Products until ownership has been transferred to it. The Customer is obliged to immediately inform Telenco networks of the seizure, requisition or confiscation in favour of a third party of the Products, and to inform the third party creditor of the existence of the present retention of title clause in favor of Telenco networks. In the event of non-payment of the full price in principal, costs and interest on the due date, Telenco networks may (i) demand at any time the return of the Products sold, at the expense and risk of the Customer and (ii) automatically terminate the sale, by simple written notification sent by any means, and without any other formality or notice, without prejudice to any damages that may be claimed by Telenco networks. In this case, the Customer already authorizes Telenco networks and its carrier to enter the premises where the Products are located during working hours to remove them. In this context, the Customer undertakes to ensure that all Products acquired from Telenco networks are easily identifiable on its premises. Failing this, the Customer must guarantee access to the places where the Products are stored. These provisions do not prevent the transfer of the risks of loss and deterioration of the Products according to the terms and conditions hereof. Subject to the applicable legal provisions, in the event of receivership or judicial liquidation, the Contracts in progress will be automatically terminated, and Telenco networks reserves the right to claim the Products in stock from the Customer. If the Products are returned within the framework of this article, the sums paid and constituting a partial payment for the Products will be retained by Telenco networks by way of compensation.

Article 24 - Reservation of ownership clause

As indicated above, the transfer of ownership of the Telenco networks’s Products to the Customer is subject to full payment of the price in principal, costs, and interests. The Customer shall refrain from (i) any transformation, incorporation, or assembly of the Products before full payment has been made, and/or (ii) selling or pledging the Products until ownership has been transferred to it. The Customer is obliged to immediately inform Telenco networks of the seizure, requisition or confiscation in favour of a third party of the Products, and to inform the third party creditor of the existence of the present retention of title clause in favor of Telenco networks. In the event of non-payment of the full price in principal, costs and interest on the due date, Telenco networks may (i) demand at any time the return of the Products sold, at the expense and risk of the Customer and (ii) automatically terminate the sale, by simple written notification sent by any means, and without any other formality or notice, without prejudice to any damages that may be claimed by Telenco networks. In this case, the Customer already authorizes Telenco networks and its carrier to enter the premises where the Products are located during working hours to remove them. In this context, the Customer undertakes to ensure that all Products acquired from Telenco networks are easily identifiable on its premises. Failing this, the Customer must guarantee access to the places where the Products are stored. These provisions do not prevent the transfer of the risks of loss and deterioration of the Products according to the terms and conditions hereof. Subject to the applicable legal provisions, in the event of receivership or judicial liquidation, the Contracts in progress will be automatically terminated, and Telenco networks reserves the right to claim the Products in stock from the Customer. If the Products are returned within the framework of this article, the sums paid and constituting a partial payment for the Products will be retained by Telenco networks by way of compensation.

Article 25 - Applicable law

Since Telenco network’s headquarter is located in France, it is expressly agreed that these General Terms and Conditions are governed by French Law. These General Terms and Conditions are written in French and the present version is translated in English. In the event of contradiction or discrepancy between the French version and the translation, the French version shall prevail over the translated version.

Article 26 - Assignment of jurisdiction

All disputes to which the present Contract may give rise, concerning its validity, interpretation, execution, termination, consequences, and any other follow-up will be submitted:

(1) as soon as the amount of the dispute in principal is less than or equal to 250 000 € excluding VAT, to the competent jurisdiction of the Telenco networks head office, i.e. Grenoble (France).

(2) as soon as the amount of the dispute in principal is higher than 250 000 € excluding VAT, the Parties will submit their dispute to the CMAP mediation rules and, in case of failure, to the CMAP arbitration and its rules to which the Parties declare to adhere. In this case, the number of arbitrator(s) shall be set at one, the seat of arbitration shall be Paris (France), and the arbitration shall be conducted in French. The lead-time for the appointment of an arbitrator shall be fifteen (15) days.

If circumstances warrant it, the Arbitral Tribunal may modify these lead-times. The «urgent» expedited procedure shall apply, and the dispute shall be decided solely on the basis of documents if the Tribunal believes that this is possible in view of the nature of the dispute.