CLESTRA and the Client will act in good faith at all times for all issues concerning the Contract, its interpretation and implementation. The good faith in this context includes, without this limiting this obligation, an obligation of cooperation, not to deliberately mislead and to implement the Contract for the mutual benefit of both Parties by accepting that each of them is entitled to achieve its reasonable goals.

The Client states that it received all relevant advice and information which was important for its consent from CLESTRA before the Contract was formed.

The Client also acknowledges that:

• it has been made aware of all the necessary information relating, directly or indirectly, to the content of the Contract or the quality of the Products and performance legitimately expected.
• CLESTRA may not be held liable for any unsuitability, non-compliance or inadequacy, or for any lack of performance or defects relating to its Products or Services that result directly or indirectly from the Client providing insufficient or inaccurate information. It is therefore the Client’s responsibility to provide CLESTRA with all necessary and accurate information to enable the supply of Products and/or the performance of Services in accordance with the Client’s expectations and specific needs. The Client alone shall bear the consequences of providing CLESTRA with insufficient or inaccurate information.

The Client is hereby informed and accepts that CLESTRA may entrust the execution of all or part of the Contract to third parties.

The Contract consists of CLESTRA’s technical and commercial offer, also referred to as the Special Conditions (SC) and the present GT, and excludes any purchase clause or General Terms of Purchase belonging to the Client which may appear in any of its own document or correspondence, regardless of the medium.

The Client is invited to negotiate the proposed SC which supplement or amend these GT. In this regard, the Client, is committed to providing CLESTRA with all the information and the framework required for establishing the Contract.

In the event of any conflict between the SC and the GT, the provisions of the SC shall prevail over those of the GT.

On a supplementary basis, the present GT refer to the NF P 03-001 and DTU 35-1 in their latest versions in force.

Unless otherwise specified therein, the quotation and/or the technical and commercial offer, in their latest version, remain valid for thirty (30) days from their date of issuance.

Once the offer has been accepted and the Contract formed, it cannot be unilaterally modified, terminated, or rescinded by the Client.

The Client agrees to the documents and information being transmitted electronically including during the pre-contractual phase. These exchanges will be considered to be contractual from the moment that an acknowledgement of receipt is given by email by the contact person designated in the Agreement.

All the intellectual property rights attached to the Products as well as all the studies, plans, drawings and documents of all kinds handed by CLESTRA to the Client are and remain the property of CLESTRA. The Client shall return the above-mentioned documents at its costs immediately, if requested by CLESTRA. They cannot be used, disclosed, reproduced or executed in any way whatsoever, even partially, without CLESTRA’s prior approval.

The Products may only be installed in a closed and covered space that is not humid, has an ambient temperature of between 12° and 30°C, is clean, accessible, has suitable access to electricity, has an adequate ceiling height for the project, a level floor in its final finished state and a surface area sufficient for the installation of the Products, and more generally complies with the conditions of DTU 35.1.

The Client undertakes, for any Service involving the installation of Products or the execution of works, to make available to CLESTRA in due time, a work site meeting the aforementioned conditions as well as, where applicable, the specific conditions provided for in the SC.

Unless otherwise stipulated in the SC, and except in the case of sales to distributors, CLESTRA will transport, set up and install the Products.

The electrical connection of the Products to the building is not included in the installation carried out by CLESTRA.

Sufficient quantities of water, electricity, accesses, storage and installation areas required for performing CLESTRA’s works will be made available to CLESTRA within the timeframes compatible with the contractual timeframes.

If the products must be stored before their installation, the Client must inform CLESTRA so that the packaging can be adapted. Unless otherwise stipulated in the SC, packaging is not taken back by CLESTRA, their treatment and disposal being the Client’s responsibility.

If the Products are to be stored on the Client’s premises, the Client must Provide, at its sole expense, all necessary means for their storage under conditions ensuring the security and proper preservation of the Products. The Client maintains legal custody of the Products during their storage period.

The Client must inform CLESTRA as soon as it becomes aware of any significant factor which could have an impact on the performance of the work such as:

• Difficulties in accessing or establishing the installation,
• The presence of other equipment or supplies on the work site that may impact the performance of the Contract,
• An occupied work environment which makes it difficult to accomplish the work,
• And in general, any work carried out by other trades prior to that carried out by CLESTRA.

The Client will under the agreed terms, be solely responsible for ensuring that the work site is made available in accordance with the specified conditions and no claims can be made against CLESTRA for any delay caused by the non-compliance with this obligation which is essential to the successful execution of the Contract.

All the materials, goods or products sold by CLESTRA, whatever they may be, are deemed to have been accepted by the Client, if no written reserve has been entered on the delivery slip.

The prices are fixed in the Contract on the basis of the information provided by the Client during the consultation.

Preparatory studies and estimates are provided free of charge if they are followed by a contract to which they relate. If this is not the case, CLESTRA reserves the right to invoice the costs of the studies and travel incurred in drawing them up, as well as the return of the documents supplied. Prices are set according to Incoterm ® 2020 CPT.

The price includes only the Products, Services and the technical specifications defined in the technical and commercial offer. Any modifications require the establishment of a new price estimate which must be validated by the Client.

The prices indicated in the Contract are exclusive of taxes, duties and contributions of any kind. Unless expressly stated otherwise in the SC or the Contract, the price of the Products is exclusive of costs, in particular transport, customs, installation and supervision costs.

The prices are automatically increased by the amount of any taxes or contributions of any kind legally owed by CLESTRA in respect of the work, supplies and services provided for in the Contract. Consequently, any creation, modification or change in these taxes or contributions of any kind will be automatically applicable to the Contract during its execution and will, where applicable, be the subject of a general notice.

A price revaluation will be applied if the date of the first intervention, including the start of manufacture of CLESTRA, is more than thirty (30) days later than stipulated in the Contract.

A price revaluation will be applied which takes into account the circumstances of the site and in particular, but not exclusively, the increase in the price of raw materials, the cost of labour and transportation costs.

In addition, in the event of a change in economic circumstances that could not have been foreseen when the Contract was entered into, making the execution of the Contract excessively onerous for CLESTRA, including but not limited to an increase in the price of raw materials, labour, transportation costs or supply difficulties, CLESTRA may renegotiate the Contract with the Client or request its termination in accordance with the provisions of article 1195 of the French Civil Code.

Unless otherwise provided for in the Contract or the SC, the Price provided shall be paid:

• ▪20% upon order, by bank transfer,
  ▪The balance, (30) days from the date of invoice by bank transfer or by irrevocable, confirmed letter of credit at sight, confirmed by a first-class international bank.
• Payments shall be made at CLESTRA’s domicile – within the establishment housing its accounting department – , net and without discount, in euros.

All costs or expenses relating to any credit sale, pledge, as well as any security, guarantee or collateral or any other will be exclusively paid for by the Client.

Payment is made upon actual collection of the price; the submission of a bill of exchange or any other instrument creating an obligation to pay does not constitute payment. The terms of payment may not be delayed or modified, under any pretext whatsoever, including in the event of dispute.

For PODS and IRYS Products, the terms of payment are set out in the Contract. Failing this, the full price is payable when the order is placed.

Non-acceptance or non-return of an item, suspension of payment for any reason whatsoever, unauthorized offsetting or refusal to accept an item constitute a default in payment.

Payments cannot be offset by the Client in any way without CLESTRA’s prior written agreement.

In the event of a delay or default in payment, all sums owed by the Client in anyway will become immediately payable without any formal demand being required.

The Client is informed and accepts that CLESTRA may resort to factoring or any other Dailly assignment type financing operation.

Without prejudice to the above, penalties at the ECB’s interest rate increased by 10 points, will be automatically applied to any sum which is unpaid on the agreed due date, from this date, without prejudice to increasing the rate stipulated by law in the event of a condemnation.

In accordance with the provisions of articles L.441-10 and D.441-5 of the French Commercial Code, any partial or total non-performance by the Client or any delay will result in the payment of compensation for collection costs of 40 euros. This compensation will be due automatically from the first day of late payment for each unpaid invoice. This compensation is not subject to VAT and will not be included in the basis for calculating late payment penalties.

This flat-rate compensation does not limit the amount of other costs that may be incurred by CLESTRA for the purposes of recovering its invoices.

The costs and fees incurred by the contentious recovery of sums due will always be charged to the Client.

Payment of the aforementioned late payment penalties does not discharge the Client.

Moreover, in the event of late payment persisting for more than fifteen (15) working days after formal notice to pay has been sent in vain, CLESTRA may immediately suspend performance of the work until payment has been received in accordance with the provisions of article 1219 of the French Civil Code. This suspension of work will be to the exclusive detriment of the Client, which will then be unable to claim any compensation or penalty in the event of delay and will be solely responsible for any harmful consequences of said suspension.

In order to comply with the provisions of French Order No. 2021-1190 of September 15th, 2021, on the generalization of electronic invoicing, CLESTRA dematerializes all its invoices through its internal invoicing platforms.

The Client undertakes to guarantee the payment of all sums due to CLESTRA under the Contract. For installations/works carried out in France, this guarantee shall comply with French legal provisions. This results in, including but not limited to:

• when the Client acts as project owner, it undertakes to guarantee the payment of sums due to CLESTRA in accordance with the provisions of Article 1799-1 of the French Civil Code.
• when CLESTRA acts as a subcontractor of its Client, the latter undertakes, in accordance with Article 6 of the French Law of 31/12/1975 relating to subcontracting, to provide CLESTRA with a guarantee or a delegation of payment before any commencement of execution.

The Client further undertakes to supplement the guarantee with the amount of any modification or additional works and to adapt the release date of the guarantee according to changes in the schedule and the Contract end date.

For installations/works carried out outside France as well as for the supply of Services or Products, the Client shall provide a first-demand bank payment guarantee established in favor of CLESTRA or a guarantee of the same nature as that provided for in Article 1799-1 of the French Civil Code.

In any event, the failure to provide a payment guarantee validly established for its benefit shall authorize CLESTRA to suspend or postpone the execution of the Contract, its works and/or the supply of its Services or Products until obtaining the required guarantee, without any penalty, withholding or set-off being enforceable against it, on any grounds whatsoever, in respect of the delay or consequences likely to result from the absence of commencement or suspension of the Contract that CLESTRA may implement due to the failure to provide said guarantee

CLESTRA can entrust the performance of all or part of the Contract to third parties in accordance with the legal provisions applicable in the country where the Service is performed.

The Client may not refuse the intervention of subcontractor presented by CLESTRA without duly justifying its refusal.

Without prejudice to the provisions of these GT, the Agreement will be automatically terminated or cancelled by CLESTRA if the Client fails to perform any of its essential obligations, fifteen (15) days after formal notice remaining unsuccessful, or in the event of force majeure as defined in Article 19 of these GT.

CLESTRA shall retain, as damages, all sums already paid by the Client, which constitute only a contractual minimum amount of compensation.

The Client undertakes to compensate CLESTRA for all damage – material or immaterial, direct or indirect loss – suffered by CLESTRA as a result of this termination or cancellation.

The agreed delivery times shall run from the signing of the Contract or, if later, from the payment of the deposit by the Client.

Unless otherwise stipulated in the Contract or the SC, delivery and completion and/or installation times are given for information purposes only.

Unless otherwise stipulated in the Contract or the SC, delivery and completion and/or installation times are given purely as an indication.

If the SC expressly provide for a firm delivery deadline, CLESTRA may only be held liable under the terms of Article 16 hereof for a delay resulting from a fault directly and exclusively attributable to CLESTRA, the burden of proof for which lies with the Client.

If the SC expressly provide for a mandatory and firm delivery deadline, this is only guaranteed and applies:

• provided that the Client performs its own obligations – in particular the validation of plans, completion of preparatory works and making the Site available – within the agreed timeframes.
• in the absence of exceptional circumstances and more generally any cause disrupting CLESTRA’s supply of raw materials or energy resources or resulting in a total or partial stoppage of CLESTRA’s activity or that of one of its suppliers, subcontractors or carriers;
• in the absence of any modification, even minor (quantity, deadline, condition etc.), to the Products or Services;
• in the absence of any order for additional Services or Products.

Any delay in delivery or execution of the Contract for reasons wholly or partially attributable to the Client or to a third party will automatically result in the postponement of the delivery date or acceptance of the work for a period at least equal to the first, and compensation for the loss suffered by CLESTRA as a result of this delay.

Any delay that is not attributable to CLESTRA and that leads to additional difficulties in performance will be subject to additional invoicing.A delay in delivery or performance may only give rise to a penalty if:

• it is directly and exclusively attributable to CLESTRA, with the burden of proof lying with the Client;
• it has effectively caused the Client real damage established by both Parties;
• the SC has expressly provided for this possibility but also for the reciprocal granting to CLESTRA of a bonus in case of advance;
• the Client itself is effectively subject to late payment penalties with respect to its own client(s).

If such a penalty has been expressly stipulated, it may in no case exceed five percent (5%) of the price before tax of the Products whose delivery is delayed or, in the case of Services, of the price before tax of the service concerned by the delay.

All Products sold are guaranteed in accordance with the SC.

To be able to invoke the benefit of a warranty, the Client must have:

• met the payment conditions set out in the Agreement;
• notified CLESTRA, in writing, of the defects it attributes to the Products within five (5) calendar days following their discovery, and provided within the same period all evidence as to their reality;
• given all facilities to enable CLESTRA to identify these defects and remedy them.

The Client shall only benefit from specific warranties concerning the technical and industrial performances of the products (acoustic performances, fire resistance etc.) only if CLESTRA has expressly accepted them in the SC under a best-efforts obligation.

The warranty may only result in the reimbursement, repair or replacement by CLESTRA, at its discretion and at its own expense, of all or part of the Products, and/or the Services recognized as defective. The implementation of the warranty shall not have the effect of extending its duration.

The warranty is excluded:

• in case of deterioration or accident caused by transport, by an installation defect not reported at the end of the installation, or by negligent supervision or maintenance by the Client or a third party,
• in the event of use of the Products in abnormal conditions or conditions that do not comply with their intended purpose,
• if the Client has carried out or has had carried out by a third-party modifications, displacements or repairs on the Products during the warranty period,
• in the event of damage resulting from fortuitous events, force majeure or wrongful acts by the Client or a third party.

The warranty does not cover the replacement or repair of parts that result from normal wear and tear of the Products.

CLESTRA’s liability Is strictly limited to the obligations stipulated in the Agreement and in any event, to the direct and foreseeable physical damage which is limited to the price exclusive of tax of the products or services in question.

Apart from willful negligence and for the repair of physical damage, CLESTRA will not be liable for any other indemnity.

The Client can never hold CLESTRA liable to indemnify consequential and/or immaterial damage, whether consecutive or not, such as lost earnings, operating losses or any commercial loss.

The Client is informed that toughened glass can include nickel sulphide inclusions (NIS) which can cause the glass to spontaneously break. These inherent and inevitable inclusions in the glass do not constitute faults or hidden defects which would call the warranty and/or CLESTRA’s liability into play. The Client can choose HST heat treatment which reduces the risk of spontaneous breakage without removing it completely. The Client, by acquiring toughened glass, accepts the risk of spontaneous breakage due to NIS.

It is an essential condition that CLESTRA retains the ownership title in the Products until the complete payment of the price costs and incidental expenses.

However, the risks in the products are transferred to the Client as soon as the products leave CLESTRA’s factories.

CLESTRA can enforce the rights it holds under this clause over all the products sold to the Client as they are, by express agreement, considered to be unpaid products.

If CLESTRA demands the return of the products under this clause, the resulting costs notably the costs of dismantling and return will be paid by the Client.

In the event of multiple debts, the retention of title covers all current or future debts against the Client.

In the event of a claim the insurance indemnity will be automatically subrogated to the property which CLESTRA has continued to own.

The Client shall conserve the Products in their condition and will insure them on CLESTRA’s behalf until they are paid for in full. Likewise, it is prohibited to modify or alter the Products. If the Client infringes this prohibition, in order to guarantee CLESTRA’s rights it now assigns the ownership title in the products resulting from the transformation to CLESTRA.

The Client undertakes to immediately inform CLESTRA of any administration proceedings, winding up by the court, sequestration or any other measure affecting the property. It is prohibited to constitute a security over the property and perform any operation which is likely to prejudice CLESTRA’s ownership title right.

The Client is prohibited from selling the property before it has been paid for in full, without CLESTRA’s prior agreement. If the Client infringes this ban, the Client declares that it assigns the claim created by the resale to a sub- purchaser to CLESTRA. The Client cannot receive the price owed by the sub purchaser, up to the amount of the outstanding sums to CLESTRA and it must inform the sub-purchasers of the assignment of receivables to CLESTRA.

The transfer of risks of loss and deterioration to the Client occurs:

• Concerning Services: as soon as the works are accepted, which is evidenced either by the signing of the acceptance report, or by the notification made by CLESTRA to the Client of the completion of its Service, regardless of the transfer of ownership and regardless of the date of conclusion of the Contract.
• Concerning sales of Products: as soon as the Products are shipped, independently of the transfer of ownership.

Regarding SYSTEME PODS and IRYS Products, the Client bears the risks from the moment they leave CLESTRA’s factories.

CLESTRA will not be liable for the non-performance of its obligations if this is due to a case of force majeure as defined hereafter.

This includes, but is not limited to: epidemics, a state of war, military operations, requisitions, fire, flooding, equipment accidents, strikes, disruptions in transportation or information networks, disruption of supplies of raw materials or energy sources and, more generally, any cause leading to a total or partial halt in CLESTRA’s activity or that of one of its suppliers, subcontractors or carriers.

The Party invoking the case of force majeure must notify the other Party without delay by registered letter with acknowledgement of receipt, specifying the reasons, the foreseeable consequences and the probable duration.

It will take all necessary measures to limit the said consequences and probable duration.

In view of the health crisis linked to the COVID19 virus on the date of signature of the Agreement, the Parties acknowledge that this pandemic, as well as all the elements that may result from it, are cases of force majeure.

Similarly, the Parties acknowledge that the Russo-Ukrainian conflict and all the elements arising therefrom meet the criteria of force majeure, and CLESTRA shall not be liable in the event of total or partial non-performance arising directly or indirectly from this conflict.

In the event of the occurrence of one of the events of force majeure of such a nature as to delay, prevent or render too costly the performance of the Agreement, the latter will be suspended if the impediment is temporary or resolved. If the impediment is definitive, the Agreement will be terminated without compensation, at CLESTRA’s initiative, by registered letter with acknowledgement of receipt to the Client.

All information relating, directly or indirectly, to the Agreement, to the activities or finances of the Parties, is of a confidential nature.

The Parties commit themselves to nondisclosure of any such information that may come to their knowledge, except to their managers and employees whose functions or duties are closely related to the performance of the Agreement and to whom such information is imperatively necessary in the context of the performance of their employment contract.

Furthermore, the Client undertakes to maintain strict confidentiality, with respect to third parties, regarding the pricing conditions granted by CLESTRA.

Each Party hereby undertakes, for a period of five (5) years from the delivery of the confidential information, unless specifically provided otherwise, to ensure that the information it receives or obtains:

• are protected and kept strictly confidential and treated with the same degree of care and protection as it accords to its own information of the same importance;
• are not used in whole or in part for any purpose other than that defined in the preamble to this Agreement without the prior written consent of the transmitting Party;
• are not communicated, nor likely to be communicated, either directly or indirectly, to any third party;
• shall only be communicated to its employees who need to know for the implementation of the partnership and for whom it guarantees compliance with the obligations set out in the Agreement.

Personal data is exclusively understood as any information relating to a natural person who may be identified, directly or indirectly.

The personal data collected from Clients are subject to computer processing by CLESTRA. It is recorded in its client file and is essential for the performance of the Agreement. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. It will be kept for as long as necessary for the execution of the Agreement and any applicable guarantees.

Access to personal data will be strictly limited to CLESTRA employees authorized to process such data by virtue of their position. The information provided may be communicated to third parties bound to CLESTRA by an Agreement for the performance of subcontracted tasks, without the Client’s authorization being required.
In the course of performing their services, third parties have only limited access to the data and are obliged to use it in accordance with the provisions of the applicable legislation on the protection of personal data.

Apart from the cases set out above, CLESTRA will not sell, rent, transfer or give third parties access to the data without the Client’s prior consent, unless it is obliged to do so for a legitimate reason.

If the data is to be transferred outside the EU, the Client will be informed, and the guarantees taken to secure the data will be specified. In accordance with the applicable regulations, the Client has the right to access, rectify, delete and port its data, as well as the right to object to the processing of such data for legitimate reasons. These rights may be exercised by contacting CLESTRA at the following email address dpo@clestra.com and the CNIL.

The Agreement is subject to French law. Any dispute which cannot be settled amicably will be brought before the competent courts for the place where CLESTRA’s registered head office is located even in the event of multiple defendants or third-party proceedings.

Neither bills, nor the acceptance of payment of cheques or any paper whatsoever in another city other than the place where CLESTRA’s registered office is located can be a novation or exception to this jurisdiction clause.