GENERAL TERMS OF SALE

IMPORTANT - NOTE TO THE CUSTOMER: Please read carefully these general terms of sale before placing an order with MOTA. They constitute a contract between MOTA and the Customer company, recipient hereof, which has purchased a Product as identified in the Contract and define the terms of sale granted by MOTA to the Customer as well as the rights and restrictions that said Customer fully and unreservedly accepts by placing an order and/or using the results of the relevant Products sold. The Customer may not place an order with MOTA or use the related Products without accepting and/or complying with these terms of sale. In addition to the rights and restrictions set out by these terms of sale, any other information or restrictions contained in the 2D drawing, the thermal sheets and the validation plan transmitted by MOTA as well as the user manuals or Product recommendations shall govern the use of MOTA Products and services and supplement these general terms of sale to which they are incorporated by reference.

 1 – SCOPE

MOTA (hereinafter referred to as "MOTA"), a Simplified Limited Company (Société par Actions Simplifiée) with a share capital of EUR 228,673.53, registered with the Trade Register of Marseilles under number 352 729 982, whose registered office is located at Avenue du Douard, Zone d’entreprise des Paluds, 13400 AUBAGNE, FRANCE, represented by its legal representative in office, manufactures industrial air handling and refrigeration equipment and cooling systems.

Unless expressly agreed between MOTA and the Customer, MOTA sales shall be exclusively governed by these General Terms of Sale (hereinafter referred to as the "GTS"), to the exclusion of any other documents such as, flyers, catalogues, sales presentations by MOTA, which serve only for reference purposes. Likewise, the prices, information and characteristics included in the catalogues, flyers, leaflets, technical data sheets or other documents, are only for reference purposes and shall not be considered as binding offers.

Therefore, placing an order for a service and/or the purchase of a Product sold by MOTA (hereinafter referred to as the "Product") entails full and unreserved acceptance by the Customer of these GTS which shall prevail over any other document of whatever nature, inter alia the Customer's terms of purchase, special conditions, purchase orders, flyers, faxes and/or emails issues by the Customer, unless otherwise expressly agreed in advance by MOTA.

MOTA reserves the right at any time, to make any changes it deems necessary to the distribution of the Products, related in particular to the technical development, the quality and composition of the Products or stemming from applicable regulations, without said changes being used as grounds for a change or cancellation of the orders.

MOTA reserves the right to partially or totally suspend or terminate the sale, in the following cases:

- in the event of force majeure as defined by case law and under the conditions of Article 6.4 hereof.

- in the event of failure by the Customer to fulfil its obligations arising from these GTS or the law, if the Customer has not repaired said breach within 8 (eight) days following the sending of a written formal notice to do so.

The general terms of sale and the applicable rates shall be those in force in the day of the order. MOTA reserves the right to fully or partially amend the general terms of sale at any time.

In the event of a significant change in the economic conditions in force upon acceptance of the technical-commercial proposal, which may make performance thereof substantially burdensome for MOTA, the latter reserves the right to renegotiate the conditions of said technical-commercial proposal and to lawfully terminate said proposal in the absence of an agreement with the Customer.

MOTA's technical-commercial proposals shall be valid for a maximum period of 30 days as from their date of issue. Any exception to any of these terms of sale must be expressly accepted in writing by MOTA. Such an exception shall only be valid for the technical-commercial proposal for which it was given.

MOTA’s delay or failure to enforce or insist on strict compliance with any provision of this GTS at any given time shall not be construed as a waiver to subsequently enforce or insist on strict compliance with said provision.

Except as otherwise specifically set forth herein, if any term or provision of these GTS shall, to any extent, be held invalid or unenforceable, the remainder of the GTS shall not be affected. "Written" as defined herein shall be understood as any document that is faxed, in electronic format or drawn up on paper.

2 – ORDER

a) Description of the Products

Products. MOTA designs and manufactures cooling systems such as,but not limited to, for fishing vessels, passenger vessels or pleasure boats, for vehicles, for stationary motors, for transmissions and industrial applications.

This is not an exhaustive list and may change depending on the Customer's line of business. MOTA reserves the right to modify the technical specifications of the Products offered without notice while however guarantying at least equivalent features and performance. No significant change shall be made without the Customer's prior consent.

Sustainability. The Sustainability of Products must be understood only as calculations of theoretical Product duration; MOTA's liability in terms of sustainability shall be limited to the supply of a Product that satisfies the validation tests described in the validation plan signed by the Customer.

Performance - Any indication of performance must be understood as a result of calculations and not as a quantified performance validated by tests. These indications are only for reference purposes. The performance is approximate and calculated on the theoretical basis of the Product and components and shall not serve as reference for compensation, non-performance penalties or a refusal to accept the Product.

With regard to Products sold on MOTA's websites, MOTA shall not be held liable outside of the sustainability and performance criteria described in the Product description sheet.

Test certificate. MOTA is not bound to supply performance and safety tests or certificates unless the Customer has made an express request in this respect, which has been accepted in writing by MOTA.

Packaging – Products shall be exclusively delivered in MOTA packages. If no special instruction is given in this respect, the package shall be prepared by MOTA, as best as possible in the Customer's interest.

b) Procedures associated with the order

An order shall be understood as any Customer order relating to MOTA Products.

- Any order must be placed in writing (fax, email or post). Orders shall only be firm and the sales contract drawn up, after express acceptance of the order by MOTA resulting from the sending to the Customer of an order confirmation by any written method (fax, email or post); MOTA's acceptance may also stem from its performance by MOTA. If the Customer does not receive a written confirmation from MOTA within a period of 30 (thirty) days as from receipt of the order, the order shall be deemed to have been rejected.

- The orders transmitted to MOTA's agents or representatives or taken by same shall only be binding on MOTA if they have been accepted in writing by MOTA.

c) Change or cancellation of orders.

The order expresses the irrevocable consent of the Customer. Therefore, it may not be cancelled without MOTA's prior express agreement. In this case, the Customer shall compensate MOTA for any direct or indirect consequences arising therefrom and inter alia for the expenses incurred in respect of specific equipment, studies, labour, work in progress, inventory and procurement. In any case, the deposits already made by the Customer shall remain in MOTA's possession.

Any change of the order (regarding, in particular but not limited to, delivery lead times, Product quantities or the Products) requested by the Customer shall be subject to MOTA's prior written acceptance and may result in changes to the agreed prices, of which the Customer shall be informed.

The orders confirmed by MOTA are firm and irrevocable. Any order confirmed by MOTA shall be honoured by the Customer, which shall be bound to take delivery thereof.

d) Terms for the opening of Customer’s Account

For the opening of Customer’s account, MOTA reserves the right to request that the Customer provides accounting, financial, legal and warranty documents, as the case may be, as well as a retention of title clause or the granting of guarantees. The Customer must open an account and fill out all the required information before being able to purchase the Products available on the MOTA website.

e) Open order

An open order shall be understood as an order in which the Customer does not make a firm commitment on the quantity of the Products or the schedule of services or deliveries and which must be followed by call-off orders. It shall be limited to a period of 1 (one) year unless otherwise agreed in the technical-commercial proposal. The price and other terms shall be determined based on the estimated quantities declared by the Customer. In case of non-compliance with the projected quantities, in the advanced schedule, MOTA shall be entitled to amend these conditions and request compensation from the Customer regarding procurements and other costs.

3 – PRICE – PAYMENT TERMS

3.1 Price

Unless otherwise specified, the Product shall be sold at the rate established in MOTA's technical-commercial proposal during any period of validity as mentioned thereon and failing this, for a period of 30 (thirty) days. MOTA shall be bound by the content of its technical-commercial proposal during said period. Any order placed beyond the period of validity of the technical-commercial proposal shall be subject to MOTA's rates or price tables in force on the day of the order or, in the event of specific equipment, based on a new proposal.

Unless otherwise agreed, prices:

-           shall always be understood as in euros, excluding tax and Ex Works (EXW – according to the applicable Incoterms on the date the contract is executed);

-           do not include transport costs, which shall be at the Customer’s charge;

-           are quoted in consideration of the estimated or agreed quantities;

-           do not include installation, assembling and disassembling;

-           the inspections specific to some industries, which are not included in the prices stipulated in the quotations, proposals and invoices, and which shall be covered by a specific price supplement. It is agreed that the Products are made in accordance with current technical knowledge and that the materials used are checked according to the usual methods applied in mechanical engineering industries.

3.2. Price change

In the event of a change in circumstances that could not be foreseen upon execution of the Contract, pursuant to the provisions of Article 1195 of the French Civil Code (especially in the event of fluctuations in the prices of raw materials, or changes in custom duties, exchange rates, provisions of law, etc.), MOTA, which did not accept to bear an excessively costly risk of performance, may request a renegotiation of the contract from the Customer.

If the renegotiation is successful, the Parties shall promptly draw up a new order setting out the result of this renegotiation for the sales transactions of the relevant Products.

If the renegotiation is not successful, the Parties may agree to terminate the contract, pursuant to the provisions of Article 1195 of the French Civil Code.

3.3. Payment terms

Unless otherwise expressly agreed upon, the Customer's order shall be paid in cash at delivery. The payment shall be made to MOTA's registered office. Any delay for payment in due date shall lead, at MOTA’s choice, to the end of the contract's term with all sums owed becoming immediately payable. It is hereby clearly agreed between MOTA and its Customer that any start of performance of the order by MOTA shall entail acceptance of the technical-commercial proposal in its entirety by the Customer which shall therefore pay the price according to the agreed timelines.

3.4. Methods of payment

Payment shall be made to MOTA by bankcard, cheque (subject to due receipt of the amount) or bank transfer (subject to proper routing thereof).

Moreover, MOTA reserves the right to demand guarantees and full payment of the Product upon delivery for just cause, and in particular should the Customer's credit or its financial situation deteriorate.

3.5. Non-payment - Penalties - Termination

Should the Customer fail to make a payment, 8 (eight) days after a formal notice to do so sent by registered letter with acknowledgment of receipt, MOTA may take the following steps:

3.5.1 Contractual penalties

Any delay in making a scheduled payment shall, if MOTA deems fit, result in:

- the application of late interests equal to its most recent refinancing rate of the European Central Bank increased by ten points.

- the termination of the contract and the immediate payment of the balance of the price and invoices on account, regardless of the supplies to which they correspond and the right to refuse any new orders.

3.5.2. Compensation for collection expenses

Any late payment shall, from the first day following the date of payment included on the invoice, entitle MOTA, in addition to penalties, to charge a fixed fee amounting to EUR 40 including tax.

MOTA shall also be entitled, on justification, to ask for additional compensation for the incurred collection charges if these exceed the amount of this fixed fee.

3.5.3. Automatic debits

The Customer hereby formally agrees to refrain from any practices of automatically debiting or invoicing MOTA for any amounts which have not been expressly recognised thereby as being under its responsibility. Any automatic debit shall be considered an outstanding payment and shall give rise to the application of the above provisions regarding late payments.

3.6. A change in the Customer's situation

Should the Customer's situation deteriorate, as ascertained by a financial institution and attested to by late payments significantly in arrears, or in instances where the financial situation defers substantially from the data made available by the Customer to MOTA, the payment conditions may be modified and the delivery shall only be made in exchange for immediate payment

In the event of the sale, assignment, pledging of contribution to a company of its business, or a significant portion of its assets or equipment by the Customer, and in the event of failure to comply with the payment lead times, or in the event that a bill of exchange has not been returned with acceptance within 15 days, MOTA reserves the right to do the following without serving a formal notice:

- declare the payment term to have elapsed, the late payment or non-payment of the whole or part of the price at the fixed deadline causing the whole of the sums still owed to MOTA by the Customer, no matter in what regard, to become payable immediately, even if they are not yet due and irrespective of the planned method of payment,

- postpone the performance of all orders in progress, declare all unpaid orders rescinded and, pursuant to the provisions of Article 8 hereof entitled "Retention of title", demand the return of the goods sold and retain, as damages, the upfront payments received and other amounts paid;

All other receivables arising from the order shall become immediately payable, even if they are not yet due. Furthermore, MOTA reserves the right to amend its payment terms and require security guarantees for the performance of the orders received prior to deterioration of the Customer's credit. In particular, MOTA reserves the right to subject any new order to prior payment of outstanding arrears and to a payment in cash. Pursuant to the provisions of Article 3.5.3, the Customer shall in no way be entitled to suspend or offset a payment for whatever reason even if a dispute is ongoing. Likewise, the Customer shall refrain from making any deduction, for whatever reason, without MOTA's prior written consent.

As specified in Article 3.6., the fact that MOTA may invoke any of these provisions shall not obstruct the retention of title clause, or prevent MOTA from requesting a fixed compensation, under a penalty clause.

4 – TRANSPORT – DELIVERY – TRANSFER OF PRODUCT RISKS

4.1 Delivery terms

Delivery shall be deemed to have been performed once the goods are made available at MOTA's premises, despite statements such as: free on station, on platform, at domicile or reimbursement of all or part of shipping expenses. The risks relating to the goods shall be transferred to the Customer as from the notice of availability.

4.2 Delivery lead times

Delivery lead times shall begin as from the date of final acceptance of the order by MOTA, provided that the price thereof has been paid in full. Moreover, the start date for such lead times, where applicable, shall be conditional upon receipt of all items of information required by MOTA to start performing the order.         

The delivery and performance lead times provided to the Customer are defined on the basis of the schedule drawn up by the parties or mentioned on MOTA's website at the time of the order.

4.3 Delays in deliveries

Delivery lead times are given for reference purposes only and a late delivery shall not be used to substantiate the cancellation of the order.

Delivery lead time is not a strict time limit and MOTA shall not be held liable to the Customer in the event of late delivery and no penalty may be applied.

MOTA shall have full right to be released from any and all commitments relating to delivery lead times, should the Customer fail to comply with the terms of payment or in the event of the occurrence of force majeure as defined in Article 6.4 hereof.

Should changes caused by the Customer be made to the schedule, MOTA shall be entitled to request an additional payment in respect of the resulting changes and reorganisation. A new schedule shall be drawn up and the Customer may not claim any penalty from MOTA if the delivery date is postponed.

If the delivery is delayed by the Customer for any reason beyond MOTA's control, MOTA may, after the sending of a formal notice remaining unheeded for a period of fifteen days, have the Product packaged, shipped, stored and possibly disassembled and reassembled - at the Customer's expense and risks, and MOTA shall not bear any liability in this respect. These provisions shall in no way alter the Customer's obligations to pay for the order.

4.4. Acceptance

The Customer shall be responsible for checking the apparent condition of the Product upon delivery. Unless explicit reservations are made by the Customer on delivery, the Products delivered by MOTA shall be considered to be compliant with the quantity and quality ordered.

Reservations shall not be admissible if they are incomplete, insignificant or unclear. Accordingly, statements such as, but not limited to, "subject to unpacking" shall have no legal value.

The Customer shall have a period of 48 hours as from the delivery and receipt of the ordered Product to issue to MOTA any such reservations in writing, in particular as regards the quantity of goods delivered.

The Customer's receipt of the Product shall entail acknowledgment of the compliance of said Product with the order. MOTA must be informed in writing within a maximum period of 48 hours as from the detection of a "0" km defect and thereafter, within a maximum period of 7 days after receipt of the Product.

When the Products are delivered to the Customer via the carrier, the Customer must carry out a careful check of the Product. Any reservation or claim related to the transport must be made in appropriate legal form. In the event of loss or damage during the transport, the Customer shall be responsible for issuing all necessary, accurate and comprehensive observations and reservations to the carrier, and shall make sure that they are dated, before unloading the Products. Said observations and reservations must be made in particular on the various copies of the delivery receipt.

Pursuant to Article L.133-3 of the French Commercial Code, the carrier identified on the transport document must receive notice of the Customer’s reservations within 3 (three) days, by registered letter with acknowledgment of receipt. Under penalty of forfeiture of the claim with regard to MOTA, the Customer shall transmit a copy of the reservations to MOTA within 5 (five) days following receipt of the goods. Any Product which has not formed the subject of reservations by registered letter with acknowledgment of receipt issued within 3 (three) days of its delivery to the carrier and of which a copy shall be sent to MOTA within 5 (five) days following receipt of the goods, shall be considered as accepted by the Customer. Incomplete, insignificant and unclear reservations shall not be admissible. Therefore, statements such as, but not limited to, "subject to unpacking" or "subject to damage" shall have no legal value.

The acceptance without reservation of MOTA's Product upon delivery within the aforementioned timeframes shall entail a waiver to any subsequent challenge by the Customer.

No goods may be returned without MOTA's authorisation.

No claim shall be accepted if the Customer does not comply with these formalities.

Any delivered Product which has been proven by the Customer to be defective shall be promptly replaced by MOTA at its expense.

4.5. Transfer of risks

Products shall be carried at the Customer's risk irrespective of their destination and the terms of sales.

Notwithstanding the retention of title clause as stipulated in Article 8 hereof, risks shall be transferred upon delivery to the carrier, even if the freight is advanced by MOTA on the Customer's behalf or if it is a sale with carriage free.

Shipping costs shall be added to the price of the Products sold:

- If the conditions for free delivery are not met, by re-invoicing the cost of transport as freight charges advanced at the end of the invoice.

- If the conditions for free delivery are met, the amount to be paid shall remain that of the goods.

The "carriage free " conditions are specified in the technical-commercial proposal.

MOTA shall be authorised to make full or partial deliveries. Late deliveries may not give rise to any damages, deductions or cancellation of orders in progress.

Deliveries shall be made on the date specified in the order confirmation, by providing the Product directly to the Customer or to the carrier selected by the Customer, or failing this, the carrier selected by MOTA.

5 – WARRANTY AND LIABILITY

5.1 Warranty and liability disclaimers

MOTA shall not be held liable in the following cases:

- for wear parts and consumables,

- in the event of use of equipment other than the original Product equipment or materials from another supplier than MOTA or from the Customer or recommended by the Customer,

- if the Customer or a third party carries out maintenance, repair or rework without MOTA's prior consent,

- if the Customer does not return the defective Product to MOTA for expert analysis,

- in the event of inappropriate, abnormal or atypical use of the Product or a use that does not comply with the normal intended purpose of the Product or the technical features recommended by MOTA and good practices or in the event of a warehousing or storage error attributable to the Customer,

- in the event of negligence, lack of supervision, lack of maintenance or incorrect assembly of the Product by the Customer,

- in the event of the Customer’s failure to pay; the Customer may not rely upon a warranty claim to postpone or differ its payments,

- due to damage caused to the Product by erosion, corrosion and cavitation phenomena.

The Products marketed by MOTA comply with French legislation as well as European and French standards applicable to the Customer's order, excluding any other legislation or regulation. The Customer expressly accepts that it is the sole responsible for expressing its needs and for the selection of the Products purchased from MOTA and their compliant use.

5.2 Contractual warranty

a) Defects and related Products. The warranty provided by MOTA is intended to repair any malfunction stemming from a defect in the design, materials or performance (including assembly if MOTA has been entrusted with this operation), within the limit of the provisions set out below. The warranty exclusively covers original MOTA equipment or equipment sold by MOTA.

b) Term and starting point. Unless otherwise agreed, the warranty shall only apply to defects which become apparent within 6 (six) months as from the delivery of the Products.

Replacement or reworked parts shall be guaranteed under the same terms and conditions as the original Product for the remainder of the warranty period mentioned in the previous paragraph. Under no circumstances shall a part replacement or the replacement of a component of an assembly or subassembly of the Product, extend the Product's warranty period.

c) Customer's obligations. In order to obtain the benefits of the warranty, the Customer shall inform MOTA in writing and within 48 hours of their occurrence, of the defects that it is attributing to the Product, and provide any evidence to prove that such defects are real. The Customer shall give MOTA every opportunity to investigate the causes of such defects and to find a solution thereto, in particular by returning the part in question for expert analysis upon MOTA’s request.

d) Terms and conditions. The performance of the warranty consists exclusively in the supply of replacements for parts recognised by MOTA as being defective or, at its discretion, of their repair in its workshops.

MOTA reserves the right to change the Products or its components if necessary in order to meet its obligations. The Customer shall give MOTA every opportunity to investigate the causes of these defects and to find a solution thereto.

Whenever MOTA considers that the repair must be carried out on site, the conditions for exercising the warranty shall be agreed and in any case, the costs of the preliminary or approach work or the dismantling or reassembly operations made necessary by the conditions of use or the location of Product, as well as the elements not included in the supply in question, shall be borne by the Customer.

The cost of transport of the equipment or defective parts as well as for the return of the repaired or replaced equipment or product shall be at the Customer’s charge in addition to the travel and accommodation expenses of MOTA's employees or external service providers, in the event of repair on the Customer’s site where the equipment is located. The parts replaced free of charge shall be returned to MOTA and shall become its property.

Should, after performance of an expert analysis or repair work on the equipment in MOTA's workshops or at the installation site, MOTA's liability not be recognised and the detected defects not be attributable to MOTA and the warranty should not have applied, MOTA shall be entitled to request the payment of a compensation for all incurred expenses including the cost of labour, transport and replacement or repair of the parts.

No compensation may be claimed by the Customer on any grounds whatsoever, such as for the labour required for dismantling or reassembly work, downtime or operating expenses, carriage, accommodation and travel expenses, or any incidents which may occur.

5.3 Liability

a) Definition. MOTA’ liability is strictly limited to compliance with the expressly agreed contractual specifications. MOTA shall perform the service requested by the Customer in the order, in compliance with the professional standards of its sector.

b) Limits. Any warranty other than those described in Article 6.2 is excluded and MOTA in particular does not warrant that the Products will be suited to all the needs and requirements of Customer, which is dependent on its sole assessment. The Products are supplied "as is", in light of their operation and performance. The Customer has received all necessary information from MOTA in order to obtain a proper understanding of the Products and to assess their suitability with its needs prior to making the order.

More specifically, the Customer shall be responsible for carrying out location, compatibility and installation studies prior to the order. The operating characteristics of an assembly are placed under the Customer's responsibility or that of the prime contractor. MOTA only undertakes to provide the Customer with the information that it has available and which are necessary for the study.

The Customer shall be responsible for the compliance with applicable rules inter alia, as regards noise, health and safety, even if a special Product is provided to it upon request (with or without accompanying documents).

In any case, MOTA shall only be liable for compliance of the Product with the specifications set out in the acceptance of the order or in an express letter of acceptance.

In addition, any study that is accepted and undertaken at the Customer's request for the manufacture of a special Product shall be invoiced.

In any case, the Customer acknowledges and accepts that it is impossible to warrant (i) that the Products will be suitable to all combinations that the Customer may select especially with unapproved equipment, (ii) that the Products operate in any equipment, and (iii) that the Products will be usable without interruption or defect or that it will be possible to correct all defects.

MOTA shall not be held liable (i) for defects and/or alterations of the Products and consequences arising from a non-compliant use of the Products by the Customer; (ii) any inadequate work on the Products; and/or (iii) the use or assembly of the Products with an incompatible or unapproved third party component or item of equipment.

MOTA disclaims all obligations, express or implied, with respect to the Products as regards, but not limited to, the use, performance or result, marketability, satisfactory quality, suitability for a specific purpose or non-infringement.

MOTA is bound to a best-efforts obligation for all the services that it provides within the context hereof. Under no circumstances shall MOTA have any obligation or be held liable for damage other than proven direct damage attributable to it within the limits set out below.

MOTA may not be held liable for any immaterial, indirect, special, accessory or incidental consequential damage and any financial and commercial loss, whether foreseeable or otherwise, and any material or intellectual damage resulting therefrom (in particular but not limited to, shortfall, loss of operation, loss of profit, loss of customers, reduction or discontinuance of business activities) claimed by the Customer or any third party, and caused by the delivered Products, the use or inability to use the Products, or a breach of an express or implied warranty.

In any case, MOTA's entire liability, except for cases of wilful intent or gross negligence, shall be limited to and may not exceed the amount actually received by MOTA for the Product which directly caused the loss. The limitations and disclaimers of liability provided for hereunder shall apply to the extent permitted by applicable laws irrespective of the grounds of the claimed liability, whether in contract, tort, strict liability, breach of warranty, equity or other breach. To the fullest extent permitted by applicable law, no actions for damages, irrespective of its form, may be brought by the Customer against MOTA more than 1 (one) year after the date of the event giving rise to the action for damages.

Likewise, MOTA, as a provider of intellectual services, is bound to a best-efforts obligation regarding the performance of the Service. MOTA shall not be held liable in the event of an impractical request. In any case, its liability shall be strictly limited, in the event of duly proven faulty performance of an order, to rework of the non-compliant Services excluding any consequences for the use of the Services by the Customer or third parties. The Customer hereby waives any action against MOTA under this warranty and shall hold MOTA harmless from any action by third parties in relation to the delivered Services.

5.4 Force majeure

Neither party may be held liable for its delay or failure to fulfil one of its obligations under the contract if such delay or failure is the direct or indirect consequence of an event of force majeure, such as:

- occurance of a natural disaster

- earth quake, storm, fire, flood, etc.

- armed conflict, war, attacks

- industrial disputes, full or partial strikes at Customer's premises

- industrial disputes, full or partial strikes at the premises of MOTA or of its subcontractors, service providers, carriers, postal services, public services, etc.

- mandatory orders of public authorities (ban on imports, embargo)

- epidemic, pandemic, concerning MOTA, its own suppliers, its subcontractors or service providers

- operating accidents, broken machinery, explosions

- the inability for MOTA to supplied due to one of the aforementioned events.

Each party shall promptly inform the other party by registered letter with acknowledgement of receipt, of the occurrence of a force majeure event of which it becomes aware and which, in its opinion, may affect performance of the contract.

6 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY

6.1 The Products sold by MOTA are protected by patents and/or by international laws and treaties in the area of intellectual and industrial property. MOTA is sole owner, at any time, in any location, of all the rights, titles or interests relating to the Products sold. The Customer acknowledges that all the related rights, inter alia intellectual and industrial property rights, to the patents, trademarks, commercial secrets, know-how, ideas, concepts and inventions, any interest, whether covered or not by applicable laws, relating to the Products manufactured and sold by MOTA, including, but not limited to, any changes, improvements, corrections, updates or new versions, belong to and remain reserved at any time by MOTA. Should the suggestions, concepts or changes proposed by the Customer be incorporated or taken into account in the Products manufactured and sold by MOTA, the Customer hereby accepts to transfer and assign to MOTA, free of charge, all rights that it may be entitled to claim. The Customer shall not jeopardize in any way, either directly or indirectly, MOTA’s rights, titles or interests relating to the Products sold. The Customer undertakes to keep the trademarks or any other distinctive sign of MOTA on the Products or the associated documents and shall refrain from any unfair behaviour towards MOTA.

The industrial and/or intellectual property rights relating to the Products manufactured and sold by MOTA are under no circumstances sold. Only a right of use of the Product is granted to the Customer. These terms set out the conditions for the granting to the Customer of the right of use relating to the Products and its associated documentation as described in an order and the corresponding invoice. Each order shall be considered to entail a separate right of use, granting the right to use the Product referenced therein, under the terms and conditions hereof. Subject to full payment of the price stated in the corresponding order, MOTA grants the Customer a personal, limited, non-transferable and non-exclusive right to use the Products covered by said order for the Customer's internal and professional requirements, excluding any service on behalf of third parties. In any case, the right of use is personal to the Customer and may not be assigned or loaned to other persons; any other use of the Products shall be formally prohibited. In particular, the Customer undertakes not to directly or indirectly (a) reproduce, alter, adapt, translate in any way, disassemble the whole or part of the Products or its documentation, create derivative works or competitor Products from the Products or reverse engineering, or try to ascertain the compositions thereof, underlying ideas or any associated know-how; (b) change the Products in whatever way; or (c) grant, assign, land, loan, lease or otherwise transfer all or part of the ownership of the Products, by whatever method; or (d) use the Products on behalf of a third party.

6.2 The Customer acknowledges that the Products are and include documents (such as but not limited to discussion reports, drawings and exchanges of computer data), information and/or results belonging to MOTA and which moreover may have been exchanged with the Customer, separately from the Product (hereinafter referred to as "Confidential Information"), in connection with the negotiation of the contract or its performance, developed from original creations, business secrets and know-how, of high added value, that MOTA has developed, acquired or obtained under licence by making substantial research and development investments. The Customer undertakes to treat the information as strictly confidential and not to use said information for its own purposes. The Customer agrees not to remove or have any ownership or confidentiality annotation removed. The inclusion of the patent annotation in the Confidential Information shall not constitute publication of or otherwise compromise its confidential information. The Customer undertakes not to disclose all or part of the Confidential Information belonging to MOTA, or any other information identified as confidential, to natural persons or legal entities or any other entity, except for its agents authorised to use the Confidential Information, solely in connection with operation of the Products, insofar as it undertakes to have them comply with these terms of use and with the non-disclosure obligations. The Customer acknowledges that any unauthorised use or disclosure of the Confidential Information would irremediably cause harm to MOTA, its customers and its partners. The Customer agrees to immediately inform MOTA of any unauthorised use or disclosure of the Confidential Information and to take all appropriate steps, at its expense, to restore the situation and prevent it from being disclosed in the future. No licence, even implicit, is granted further to this disclosure of Confidential Information. Within a timeframe of 14 (fourteen) days as from a written request made by MOTA, the Customer undertakes to return any information including any copy belonging to MOTA in its possession or under its control. This non-disclosure agreement shall remain in force throughout the term hereof and after its expiry for whatever reason and (ii) for the legal term of protection of the intellectual property rights, including any extensions, in terms of Confidential Information relating to intellectual property rights and (ii) for a period of 10 (ten) years with regard to other Confidential Information.

7 - Retention of title

MOTA shall retain full ownership of the Products supplied until payment of the full price for the main and incidental items, irrespective of the date of delivery of said Products.

Failure to pay any one of the instalments whatsoever may result in the Product being claimed by MOTA.

Nevertheless, as from delivery, the Customer shall bear the risks of loss or deterioration of the Products as well as liability for damage that these goods may cause.

Unless otherwise agreed, the Customer's sharing in the cost of producing the tooling, which may be requested to the Customer, shall not result in transferring the ownership of said tooling to the Customer.

8 – RETURN

Under no circumstances shall MOTA be bound to accept the return of the Product. If MOTA does so, this shall be as a commercial gesture, for standard equipment only and not for specific equipment produced upon request or based upon specifications. A return shall require MOTA's prior written agreement and may only relate to new equipment items in their original packaging and must only take place within 15 days following the date of delivery. Returns must be made carriage and packaging paid with reference to the delivery slip number and may be granted a reduction determined by MOTA.

9 - CONTROL OF EXPORTS AND IMPORTS

Certain Products may contain technologies and software subject to export control laws in the USA and the EU, as well as the laws of the countries where they are delivered or used, in particular regulations on goods intended for military use or dual use goods, which may entail the requirement of export or import licences.

The Customer shall be responsible for compliance with all rules governing the export of the parts incorporated into its Product and may not claim a force majeure event or any other ground for exemption in the event of a ban on import for these equipment items or their components.

The Customer shall inform MOTA in advance of the existence of such regulations whenever they apply to its Products and involve obligations for MOTA.

Products may not be sold, rented or transferred to third parties or countries subject to restrictions or that would use them for purposes of mass destruction or genocide.

MOTA shall not be liable for delays and other consequences arising from the application of said regulations. The contractual lead times shall be extended by the time required to obtain authorisations. In any case, the invoice shall be paid according to the terms and conditions defined herein or by special conditions.

10 – Applicable law – Allocation of jurisdiction

The parties undertake to try and seek amicable solutions to their disputes before referring them to the Court with jurisdiction.

All orders, sales and deliveries made between MOTA and the customer shall be governed by French law excluding the convention of Vienna on the international sale of goods and rules relating to conflicts of law and jurisdictions. Any disputes, disagreements or challenges arising from the formation, the entering into, the validity, the construction, the performance, the nullity, the execution or termination of the orders, sales or deliveries which cannot be amicably settled, shall be exclusively submitted to the sole jurisdiction of the Court of Commerce competent within MOTA’s head office location notwithstanding any summary proceedings, warranty appeal, incidental claims or plurality of defenders, regardless of the agreed places of payment or delivery, without any clauses allocating jurisdiction included in any of the Customer's documents being able to obstruct the application of this clause.

In the event of a difference of interpretation between a text in French and a text in a foreign language, the French version shall prevail.