Special conditions Of order n°……

The purpose of these special conditions is to supplement or modify the general conditions
of product purchases of this order. In case of contradiction between the general and special
conditions, these prevail over the General conditions of purchasing products of the present
order .
 
Article 1 - Purpose
The Purchase order covers the following products: 
 
 Supply cabinet as per Annex 1 
 Integration of new equipment in control system
 On-site technical support and commissioning
 
Article 2 - Contractual documents
The following contractual documents shall govern the supply of Products to the Contractor by
the Supplier, in decreasing order of priority:
- the Special Conditions of this Order ,         
- the General Conditions of this Order ,         
- The Price Schedule,         
- the annexes to this Order :                       
 Annex 1 : Delivery schedule
 Annex 2 : Technical specifications

Article 3 -Order modification
Any modification of an Order must be subject to the prior written consent of the
Contractor. Consequently, no modification or additional work can be carried out by the Supplier
without the prior written consent of the Contractor.
 
Article 4 - Delivery
 
4  .1.  Delivery date
The Supplier undertakes to adhere strictly to the delivery date (s) appearing in Annex 1 .
 
4  .2.  Place of delivery / provision
Incoterm (2010): CFR
Place of Delivery: Port of ABIDJAN – IVORY COAST
 
4  .  3  .  Documentation to be submitted by the Supplier

The following documents must be provided with each delivery :

* Certificate of origin
* Test PV receipt of products , attesting the conformity of the Products
* Delivery note and / or packing list
* Material leaflet or user manuals
* Raw material analysis certificate
* Cargo Tracking Note (BESC )

And all documents according annex 2

 
In case of delay in providing all or part of the documentation listed above, the Supplier shall pay
a fixed-rate penalty of EURO 500 per document and per full or partial week of delay. These
fixed-rate penalties will be capped at 5% of the amount of the related Order

Article 5 - Delay
 
Except in cases of force majeure, in case of delay of the Supplier with respect to the contractual
delivery dates specified in Article 5 .1 above will be automatically due and payable, without any
particular formality or a prior formal notice, and without prejudice to any other remedies .
 
The amount of the fixed-rate penalty is 1% of the amount of the Agreement (not including tax)
per week of delay from readiness of goods.
 
The fixed-rate penalty shall be paid by offsetting them against any sums owed by the Contractor
under this Agreement. Failure to make such offset does not constitute a waiver of the
Contractor's right to these fixed-rate penalties.
Article 6 - Inspections
 
The Contractor, and if as the case may be, the Customer or any third person appointed for this
purpose, reserve the right to inspect and assess the progress and performance of the
Agreement in the Supplier's premises or in the premises of its subcontractors and official
distributors, after giving prior notice to the Supplier of the day and time.
The Supplier must grant the representatives of the Contractor or its Customer free access to the
premises where the Products are located and provide them with every facility enabling them to
carry out their mission.
The sole purpose of inspections conducted during the manufacturing process is to inform the
Contractor. Contractor may not be held liable for inspections and inspections shall in no case
decrease the Supplier's liability.
 
 Article 7 - Tests and checks
 
The tests and inspections relate to inspections carried out by an inspection body appointed
by Vinci Energies or its Customer and / or to tests carried out by the Supplier with a view to
providing proof of the quality of the manufacturing.
 
All formalities and costs for carrying out inspection and testing operations are the responsibility
of the Supplier.
 
The checks and verifications in no way reduce the Supplier's liability, which, in particular, cannot
oppose Vinci Energies the apparent nature of a defect or a defect in order to release its liability.
 
The Supplier must take back, at its own expense, all the Products declared non-compliant with
the technical specifications (Annex 2) during these tests and inspections.
 
The deadlines necessary to eliminate the defects observed during the tests and inspections (if
necessary, by remanufacturing) and to carry out new tests do not entail any modification of the
contractual deadlines.
 
7 .1 Compliance control of shipments
 
The control of the conformity of the products (references and quantities) in relation to the
specifications of the orders will take place:
- Either before shipment, to the Supplier. In this case, the Supplier will notify Vinci Energies of
the estimated date of shipment in order to allow Vinci Energies to carry out the control prior to
the removal of the Products.
- Either after delivery of the shipments, in Vinci Energies workshops or on the project site .
 
A compliance report will be drawn up.
 
7 .2 Factory recipe (FAT)
 
The factory acceptance test intended to verify compliance with the delivery specifications will
be carried out by Vinci Energies and the Customer, on the Factory Test Site, that is to say in the
Supplier's premises, in which the Supplier will supply and use it. and at its expense, the test
equipment adapted to the operations defined by the Supplier. The Supplier will inform Vinci
Energies of the date of these operations 1.5 months in advance. Vinci Vinci Energies guarantees
free access to this platform so as not to delay deadlines.
 
A factory acceptance report will be drawn up.
 

7. 3 Site Test (SAT)
 15 days before the start of the SAT, Vinci energies will inform the Supplier of the start date
of the on-site tests and the Supplier must attend these operations.
 
 During the SAT period, the supplier is required to lift any reservations, remedy any defect and
complete any outstanding service, so that the Products are fully compliant with Annex 2 at the
end of the SAT.
 

The SAT will only be completed when conclusive results are obtained from all the tests in
accordance with the Site Test Protocol to be agreed between the Parties and the Customer.
 
7. 4 Final acceptance
 

The final acceptance corresponds to the final acceptance declared by the Customer vis-à-vis
Vinci Energies. It occurs at the end of the warranty period as defined in article 1 0 .
 
Article 8 - Packaging - Marking - Shipping
 
8  .1.  Packaging / Packing
 
The costs of packaging the Products are the responsibility of the Supplier . The method and
quality of the packaging, which the Supplier must use, must be adapted to the type of transport
of the Products.
 
The packaging must meet all the necessary and sufficient conditions so that the Products do not
undergo any deterioration that may result from handling, transport or storage. Any damage
related to the packaging is the responsibility of the Supplier.
 
8  .2.  Spotting
 
To allow the identification of the Products, the Supplier must affix indelibly on all the
Products the marks transmitted by Vinci Energies upon their completion.
 
8  .3.  Marking
 
Each case, package or group of packages must bear all the information necessary to allow
identification of the Product on arrival .
 
8  .4.  Expeditions
 
Products are delivered to Vinci Energies at the delivery ( or removal ) as provided in Article 4 .2
above. The Supplier shall not proceed with any shipment without the prior agreement of Vinci
Energies . In addition, the Supplier is required to inform Vinci Energies 5 days in advance of the
presumed date of arrival of the Products at the place of delivery .
 
Please send us your proforma invoice upon receipt of the order, mentioning:

Clear designation of the material       

HS code       
Incoterms       
FOB and FREIGHT amount       
Gross weight and net weight       
Origin and provenance of the material       
 Your bank domiciliation and bank account number.       
 
Before shipping , as soon as the goods are available, please contact the import / export
department in order to be able to schedule the transport and have us prepare:
Draft EUR1       
Draft Bill of Lading / LTA       
Draft invoice       
 
Upon collection , please send us:
Your commercial invoice (3 pages maximum) in 6 signed and sealed copies corresponding
to the Proforma invoice       
The packing list       
If the amount is greater than 6000 Euros EUR 1 duly completed by you, specifying the
country of origin and bearing the customs visa.       
If the amount is less than 6000 Euros, mention the mention of origin on the invoice.       
 
For the incoterm CFR, CIF, DAP, please communicate to us: date of departure and arrival at the
port of destination
Please enclose per envelope on board the ship, 1 copy of the original bill of lading, 4 invoices
and 4 packing lists.
Please send 4 original invoices, packing lists, EUR1 and original Certificate of Origin with the
goods or directly to the Vinci Energies import service by express mail
 
NB: In the case of maritime shipping by container, the exemption periods for container
transport must be at least 21 days.
 
 
Below are the contact details of the Vinci Energies Import / Export Department:
 
Coulibaly SIAKA
VINCI Energies Côte d’Ivoire
Responsable logistique
Cocody – Rue booker Washington
BP 108 CIDEX 03 – ABIDJAN
Tel +225 27 22 44 51 77
siaka.coulibaly@vinci-energies.com  

In the event of non-compliance with the above-mentioned mentions, the storage costs,
demurrage costs or late payment penalties will be passed on to you.
 
              The Supplier bears the consequences of a shipment that does not comply with the instructions
of the Order (immobilization costs of transport equipment, additional handling and
storage costs , inability to make reservations on arrival, etc. ) .
 
The costs and risks of transport, loading and unloading of the Products sold are defined by the
Incoterm specified in the Order.
 
Article 9 - Shipping
 
Vinci Energies reserves the right to postpone the shipping dates for all or part of the Products. In
this case, the Supplier stores the Products; it is responsible for the conservation
of art Product s and takes all necessary insurance.
 
The Supplier shall notify in writing to Vinci Energies the effective start date of shopping, and the
nature and amount of product s concerneds . Storage is carried out free of charge by the
Supplier as long as its duration does not exceed three months from the contractual delivery
dates.
 
Beyond this period, the Supplier must continue to take care of the warehousing, in return for an
indemnity to be agreed. It must, if prolongation storage, notify Vinci Energies reconditioning
measures be necessary for the proper conservation are product s and undertake such work after
agreement of Vinci Energies .
 
Article 10 - Guarantees
 The supplier’s warranty is limited to the repair or replacement of defective items.
The warranty starts on delivery of the Products and expires :

* To the final acceptance of products or works incorporating products, made by the C binding
final Vinc Energies and

* at the latest 36 months after delivery of the Products as defined in article 4.2

 
The signature of the delivery note without reservation shall not constitute an acceptance of the
conformity of the Products. The Contractor remains entitled to notify the Supplier at any time of
any non-compliance, malfunction, or defect, and consequently the Contractor is entitled to ask
the Supplier, at Contractor’s option, to repair, replace, refund the Products in question without
prejudice to any related costs.
For any defect that appears before the contractual warranty has expired, the Contractor
reserves the right, even if the risk and ownership have already been transferred, to reject all or
part of the Products by sending a registered letter without a prior formal warning notice,
including in the following cases:

▪ non- compliance of Products, materials or services with contractual specifications.     

▪ Defects, faults, malfunctions.     
▪ incidents , abnormal wear incompatible with satisfactory operation, appearance of corrosion
or other anomalies.     
 
The Supplier retains the right to investigate the causes of the defects.

 Article 11 - Ohers guarantee

RETENTION MONEY BOND :  Not applicable

PERFORMANCE BOND: The supplier, 20 days after Purchase order, will make an performance
bank guarantee valid till expiration warranty period of 10% of purchase order according to the
appendix 4

Article 12 - Financial conditions

 12  .  1  .  Quantities
The quantities referred to in the Exhibit 1 are given for information purpose only, and they may
vary depending on the drawings during realization of the Project, as long as the final amount of
the Contract does not vary by + or - 30% compared to the amount initially expected.

12  .  2  .  Terms  billing

For goods:
 10% advance payment by T/T
 80% delivery payment by T/T after 60 days of the shipping date
 10% after commissioning on site

For services:
 10% advance payment by T/T
 90% balance payment by T/T after completion of the work.

12  .  3  .  Payment
Payment shall be made by bank transfer, 60-day end of month following reception of the
invoice, on the 10th of following month, subject to invoice complying with applicable law .

Payment is subject to the delivery of the documents mentioned in article 4.3

 
Article 13 - Liability
 

Notwithstanding anything to the contrary contained in these Conditions, the General

Conditions, the order or otherwise there shall be no liability for either party towards the other
party for loss of production, loss of profit, loss of use, loss of contracts or for any consequential,
economic or indirect loss whatsoever. The Supplier's total liability in respect of any and all
claims for damages or losses which may arise in connection with his performance or non-
performance under the contract shall in no event exceed one hundred percent of the total
purchase price.

Article 1 4 - Supplier's commitment

 

14  .1.  Securing

 

An industrial security plan must be proposed by the Supplier to the Contractor.

 

This industrial security plan must describe the means implemented by the Supplier to guarantee
the execution of the Contractor's Orders. The Supplier undertakes to answer any questionnaire
and will offer the Contractor the possibility of carrying out all audits, in order to verify the
effective implementation of the means to guarantee the execution of the Contractor's Orders.
 
The Contractor reserves the right to verify at any time with the Supplier the effective application
of the security plan.

 14  .2.  Financial health

 

The Supplier undertakes to provide, at the first request of the Contractor, its latest balance
sheet as well as the situation of its accounts and balance sheet for the past semester and the
forecast elements for the coming semester. The Contractor may ask the Supplier for any other
piece of information deemed necessary to assess the financial health of the Supplier.
 
Article 15 - Respect for the principles of the United Nations Global Compact
 

In addition to the necessary compliance with the laws and regulations in force, the Supplier
undertakes to comply with Annex 5, in particular the 10 principles of the United Nations Global
Compact relating to human rights and labor standards., the environment and the fight against
corruption.
 
The Supplier also undertakes to respect the values expressed in the VINCI Manifesto and the
VINCI Code of Ethics, available on the site www.vinci.com , of which the Supplier acknowledges
having read.
 
Article 16 - Force majeure
 
Natural events and human acts are considered events of force majeure only if they are
unforeseeable, irresistible and external to the Supplier, and if they occur within the contractual
deadlines, and prevent performance of the Agreement.
It is up to the Supplier to show that the Supplier has done everything in its power to limit the
effects thereof.
The only contractual effect of events of force majeure is to postpone the dates for claiming
damages or late fees for a period equal to the period in which the Agreement is not performed
due to the event of force majeure.
To be taken into consideration, every event of force majeure must be reported to the
Contractor on the day it occurs by fax and must be confirmed by registered letter, return receipt
requested, within the next two days, which will permit the Contractor to notify the Customer.
If it appears that the delay following an event of force majeure will exceed two weeks, the
Contractor may automatically terminate the Order(s) in question by registered letter, return
receipt requested, without thereby terminating this Agreement. The Supplier shall not be
entitled to any compensation as a result thereof.
 
Article 17 - Suspension, Termination

 17  .1.  Suspension

 
The Entrepreneur reserves the right to suspend the execution of the order at any time. In this
case, and subject to the Supplier having made every effort to limit and / or avoid the expenses
referred to below, the Contractor may grant, if applicable and if the duration of the suspension
exceeds 6 months, compensation to the Supplier, it being understood that this compensation
will be limited to the expenses duly justified and directly caused to the Supplier by this
suspension, to the exclusion of all non-material, indirect and / or financial damages.

 
1  7  .2.  Termination
 

The Contractor may automatically terminate all or part of the Order in the event of the
Supplier's materially failure to comply with its contractual obligations after formal notice has
remained unsuccessful. In the event of non-compliance with the delivery deadline, the
Entrepreneur is exempt from such formal notice.
 

Termination may also be pronounced in the event that it turns out, during the execution of the
Order, that its object would ultimately be refused in part or in whole if it was completed or that
the delivery times could not be achieved.
 

In such cases, in addition to restitution of any sums already paid, the Supplier will be required,
in particular, to fully compensate all direct damage suffered by the Contractor and / or his
Customer.
 

In addition, the Entrepreneur reserves the right to pronounce the automatic termination of an
Order or part of an Order for his own reasons. Compensation will then be granted to the
Supplier at most equal to the amount of non-cancellable costs already incurred specifically for
this Order by the Supplier at the time of termination, less any sums that may have already been
paid or saved due to termination, and to the exclusion of all indirect immaterial and / or
financial damages. The Contractor will then become the owner of the materials supplied and /
or Products produced or in progress.
 

Article 18 - Confidentiality
 

The Supplier agrees to treat as confidential all technical and commercial elements to which the
Supplier gains access by performing this Agreement, and therefore not to disclose them in any
way whatsoever.
Any notice or advertising related to the Orders placed under this Agreement is subject to the
Contractor's prior written consent. In addition, the Contractor's logos may not be used by the
Supplier without the Contractor's prior written consent. The Contractor agrees for its part not to
disclose the commercial terms agreed to by the Supplier. The Supplier agrees to keep this
Agreement confidential.
Article 19 - Insurance
 
The Supplier acknowledges that it is fully aware of the conditions of manufacturing and use of
the Products and of the according risks and liabilities, of any nature whatsoever. The Supplier
shall take out insurance at the Supplier's expense that is consistent with the value of the
Products and the risks induced by the integration of the Products and shall provide the
Contractor with evidence of such insurance, upon request.
At the Contractor's request, the Supplier must provide certificates of insurance in force in
accordance with the laws in the country where the Supplier does business.
Otherwise, the Contractor reserves the right to suspend any payment owed to the Supplier. The
Contractor may also terminate the Order in accordance with Article 18 (Suspension,
Termination) of the General Terms and Conditions of this Agreement after sending a formal
notice.
 
Article 20 - Intellectual and industrial property
 
The Supplier represents that it is the owner and has all the licenses required to design,
manufacture and sell the Products. The Supplier warrants that it will not counterfeit or violate
the intellectual property rights of a third party.
 
The Parties expressly agree that all drawings, drafts, plans, designs, miscellaneous technical
documents, software and results, whether patentable or not, resulting from the fulfillment of
the Orders under this Agreement are the property of the Contractor, who may use them or
reproduce them for any purpose without the Supplier being entitled to any compensation
whatsoever. Indeed, the payments made under Article 16 (Financial Terms) of the General
Terms and Conditions of this Agreement cover any and all claims for compensation that the
Supplier and/or the authors and/or the inventors may assert, including but not limited to the
compensation and bonuses provided for by collective bargaining Agreements or by statutory
provisions relating to intellectual property rights.
 
In the event of a court action or a claim by a third party related to intellectual property rights,
the Supplier shall assist the Contractor and agrees to pay the entirety of any final award (or
settlement) as well as the costs incurred by the Contractor for its defense, without prejudice to
relief for any other damage suffered by the Contractor as a result of this action or claim,
including but not limited to damage to reputation.
If it becomes impossible or prohibited to use the Products, the Supplier may, with the
Contractor's Agreement, either replace them with equivalent Products that are not in violation,
provided that they have at least the same functionalities as the Products replaced, or obtain at
its expense the right for the Contractor or its customers to use them, or modify them so that
they are no longer in violation, provided that they retain at least the same functionalities.
 
Article 21 . Ethical, Social and Environmental Principles
 
Foreword
In 2003, the VINCI group adhered to the United Nations Global Compact and thus committed to
applying the principles of this compact.
The VINCI group wishes to involve its suppliers in its continuous improvement process on the
major themes listed in this pact, and in particular on matters relating to ethics, human rights
and environmental protection.
To support the Supplier in this process, the Contractor informs it that its ethical, social and
environmental principles are detailed in this Article 2 1 and in the following reference
documents : 
- The “Ethics and Behavior” Charter https://www.vinci.com/vinci.nsf/fr/item/charte-ethique.htm ,         
- The “Anti-corruption” Code of Conduct https://www.vinci.com/vinci.nsf/fr/item/code-de-conduite-
anticorruption.htm ,         

- The “Human Rights” Guide https://www.vinci.com/vinci.nsf/fr/item/guide-des-droits-humains.htm  ,         

- The “Together” Manifesto https://www.vinci.com/manifeste.nsf/fr/manifeste.htm ,           
- The “Global performance commitments of VINCI suppliers” charter,         
- The “subcontractor relations” charter https://www.vinci.com/vinci.nsf/fr/item/charte-relations-sous-
traitants.htm .           

 
These documents and principles will hereafter be grouped together under the term
“ Guidelines ”. They are accessible on the VINCI website or from the Entrepreneur's contacts.
The Supplier undertakes to take cognizance of these Standards and to keep informed of its
developments.
 
2  1  .1.  Human rights principles
The Supplier undertakes from the signing of the order and the Orders, and throughout the
duration of their execution, to respect human rights by avoiding, limiting, and repairing any
current and future negative impact and in particular to:
a) Exclude all forms of illegal, covert or forced labor and the use of non-legal coercive means.
b) Exclude all forms of discrimination in matters of employment and occupation on the basis of
origin, age, religion, disability, sex, political or trade union opinion and any other criteria
irrelevant to the job held.
c) Not to employ people who are less than 15 years old and / or less than the legal minimum age
required by the legislation in force in the country in question; and in accordance with the
recommendations of the International Labor Organization, not to employ persons under the age
of 18 to work in dangerous conditions which could harm their physical and mental
development.
d) Comply with the law of the countries where the Supplier operates, particularly with regard to
remuneration and working hours. 
e) Respect national laws on freedom of association and the right to collective bargaining. When
the applicable law restricts the right to freedom of association and the right to collective
bargaining, the Supplier undertakes to facilitate, and not to hinder, the development of parallel
means of representation and association of workers.
f) Be proactive in terms of occupational health and safety and join the VINCI group's objective of
“Zero accidents”.
g) Ensure that its activities do not harm the health and safety of its staff, its own suppliers and
direct and indirect subcontractors, the population and users of its products / services.
h) When the Supplier provides accommodation for its employees, comply with national and
international standards, in particular with regard to safety, health and hygiene.
 
2  1  .2.  Principles of respect for competition and prevention of corruption
The Supplier undertakes from the signing of the order and the Orders, and for the duration of
their execution:
a) to adopt fair behavior in commercial relations.
b) to exclude any abusive or unlawful behavior, any practices restricting competition or any
anticompetitive practices.
c) to exclude any behavior or facts which could be qualified as active or passive corruption,
complicity in influence peddling or favoritism; and more generally, to exclude any criminally
reprehensible act and / or likely to harm the activity, the image and / or the reputation of the
Entrepreneur.
d) not to do anything, by action or omission, which would be liable to engage the
responsibility of the Contractor for non-compliance with the laws and regulations relating to
ethics in matters of competition and anti-war against corruption.
 
2  1  .3.  Environmental Principles
The Supplier undertakes from the signing of the order, and throughout their execution, to
integrate environmental aspects into the exercise of its activities and to limit the negative
impacts of said activities and in particular:
a) to preserve natural resources, in particular by controlling its consumption of water, energy
and raw materials, by reducing its production of waste and by promoting the circular economy.
b) to have a collection system for recovering (reuse, reuse, recycling, energy recovery) and / or
destroying used products in accordance with the regulations and laws in force.
c) to control the environmental impacts of its activities, avoiding pollution, preserving
biodiversity and nature.
d) fight against climate change by reducing its greenhouse gas emissions.
e) apply an eco-design approach, and thus better control the environmental aspects of products
and services upstream and downstream of the value chain.
f) to ensure the protection of biodiversity within the framework of any work or structure project
implemented, by avoiding damage, reducing it, or ultimately, compensating for it.
 
2  1  .4.  Implementation of the principles
To ensure compliance with the Standards, the Supplier undertakes:
a) to comply with international texts, laws and regulations applicable in all countries where they
carry out their activities.
b) to put in place and maintain the appropriate policies and procedures (eg: ethics charter,
corruption prevention plan, environmental incident prevention plans, etc.).
c) to raise awareness on these topics among their employees, potential direct and indirect
subcontractors and all persons involved in the formation and execution of orders and Orders. 
d) to control and ensure the follow-up of their own supply chain (direct or indirect
subcontractor) and to ask them to comply with the Guidelines ; 
e) inform VINCI without delay:
i. any request, omission or act resulting from the application of the order and the Orders or in
connection with them, which are not consistent or in conformity with the Guidelines; 
ii. any initiative that the Supplier has undertaken and which aims to promote and comply with
the Standard (eg: steps to obtain environmental certification).
 
21  .5.  Evaluation 
The Supplier agrees to the signing of an order and for the duration of its implementation, to
respond to the questionnaire on the Repository.
The Supplier guarantees that it will answer the questionnaire in a complete and up-to-date
manner in relation to its organization and its mode of operation. 
In the circumstance that the Supplier would have responded to such a questionnaire at a stage
prior to the signing of an order (including in connection with a tender or simple talks), it
guarantees that the information provided meets to the same criteria of sincerity, completeness
and timeliness mentioned in the previous paragraph.
The evaluation can be carried out remotely. It may also be carried out at the Supplier, who
already authorizes the Contractor to carry out and / or have carried out by any third party
auditor, after notice in the absence of emergency, or without notice in the event of an
emergency. , an audit on the Supplier's sites in order to check the Supplier's strict compliance
with the commitments set out in this Article 21 .
In this context, the Supplier undertakes to : 
- Provide, as soon as possible, all the relevant documents and information requested by the
Contractor on the subjects covered by the Supplier's commitments mentioned in
this Article 21 ;         
- Facilitate the successful completion of any social and environmental diagnostics by the
Contractor ;           
- In general, provide all necessary or useful assistance to the Contractor in the field of ethics
and in particular respect for human rights, prevention of corruption, and respect for the
environment, and , in particular, to respond to any request from any duly authorized
legal or regulatory authority.         
The Supplier is fully aware that the assessment is of a periodic nature and that a questionnaire
may be submitted to it at any other time during the execution of the order , this depending on
changes that may affect the Standards (in particular due to new laws and regulations that may
come into force) or due to the Supplier's insufficient level of compliance with said
Standards. Likewise, in the event of significant changes in the Supplier's situation (in particular
any sales, mergers, splits or partial contribution of assets) the Entrepreneur may, if he wishes,
resubmit the questionnaire.
If the assessment highlights risk factors or a discrepancy between the Supplier's situation and
the level of compliance resulting from the Standard, the Contractor and the Supplier undertake
to meet in order to establish a progress plan (under subject to the application of the other
provisions of Article 21 .7 ).
If the Supplier's level of compliance is in line with the level required by the Standard, the Parties
may, if they wish, provide for an improvement plan.
These plans must be attached to the order .
The Supplier declares that it submits to the same type of assessment third parties ensuring,
directly or indirectly, the partial or total realization of the services and / or supplies of products
provided for in the order . As such, the Supplier will transmit to the Contractor all information
highlighting the actions of the third party contrary to the Standards. This information must be
transmitted as soon as possible from the day on which the Supplier becomes aware of said
actions.
The Supplier will be responsible for any breaches of the Standards (and of the principles listed
in Article 21 ) attributable to the third party. Consequently, he is liable to the contractual
sanctions provided for in Article 21 .7 .
 
2  1  .6.  Alert system
The Supplier is informed that in application of the Sapin II law ("relating to transparency, the
fight against corruption and the modernization of economic life" of 2016) and the Vigilance law
(" relating to the duty of vigilance parent companies and ordering companies ”in 2017), the
VINCI group has supplemented its alert system by setting up a platform to collect reports of
conduct contrary to the Guidelines, to the address next :  
- https://www.vinci.com/vinci.nsf/fr/item/dispositif-d-alerte.htm            
- or by e-mail at the following address: ethics@vinci.com         
The Supplier may communicate the existence of this alert system to its permanent or occasional
employees in order to facilitate the reporting to the VINCI group of any breaches of the
Guidelines.
This system is free and guarantees complete confidentiality of reports made in the following
areas: Business ethics; Human rights ; Environment; Health security.
 
2  1  .7.  Consequence of the breach of the Guidelines
The Parties are fully aware of the substantial nature of establishing a relationship in accordance
with the Guidelines.
Depending on the level of seriousness of the breach of the Guidelines, the victim party may : 
- Or ask the defaulting party to put in place within thirty (30) days a progress plan, the
content of which will be established by mutual agreement;         
 
Either request the immediate termination of the Order concerned (in particular in the event of
insufficiency or absence of a progress plan or when the nature of the breach requires it)
without prejudice to the damages to which the victim party could claim as a result of such a
breach.
 
Article 22 - Processing of personal data
22  .1.  Processing of personal data
 
In accordance with Law No. 09-08, promulgated by Dahir No. 1-09-15 of 22 Safar 1430 (18
February 2009) relating to the protection of individuals with regard to the processing of
personal data, the Entrepreneur processes certain personal data relating to the management of
the relationship with " the Supplier "  
The processing operations implemented have all or part of the following purposes: supplier
management.
The data collected may be transmitted abroad to VINCI Group entities as part of its Group
administrative procedures.
" The Supplier " declares to have been informed that the personal data concerning him are
collected, recorded and processed by the Entrepreneur within the framework of the purposes
described above. These treatments are necessary for the realization of the legitimate interest
pursued by the Entrepreneur.  
Consequently, " the Supplier " authorizes its data to be processed by the Contractor or by third-
party companies responsible for performing services in relation to the purposes of the
processing even if the latter are located outside Moroccan territory and this, in compliance with
the regulations in force.  
 
22  .2.  Right of access, rectification and opposition
 
" The Supplier " proving his identity and in accordance with Law 09-08, has a right of access to
his personal data, a right to rectify them as well as a right of opposition, for legitimate reasons,
to the processing of their data.  
To exercise his rights, “ the Supplier ” can contact “ éve-conformité@Vinci Energies.com ”. This
processing has been declared to the CNDP (National Commission for the Control of the
Protection of Personal Data).    
 
22  .3.  Privacy and Security
 
The Supplier is required to respect strict confidentiality vis-à-vis third parties for all specific
information related to the actions provided for in its service.
The Supplier undertakes to treat in a strictly confidential manner, throughout the
duration of the order and after its expiry, all information, oral or written, of which it has become
aware following the processing of personal data. that will be entrusted to him.
The Supplier will implement all the necessary means, having regard to the risks associated with
the processing, the nature of the data and the cost of implementation, in order to protect the
personal data against any accidental loss, alteration, disclosure to third parties. unauthorized,
and to ensure compliance with these obligations by its own service providers.
The Supplier recognizes:
 that any breach of its obligations of security and confidentiality is likely to involve its
personal responsibility. Its liability will also be liable to be incurred on the basis of articles
53 to 61 of Law n ° 09-08 ;
 he will be liable to the Contractor for damages that would be caused due to a breach of
the obligations resulting from e to present an order and the payment of reparations for
harm suffered;
 that the Contractor may order the immediate termination of e the present e control ,
without compensation to the Supplier, in case of breach of secrecy, confidentiality and
data security.
 Article 24 – Governing Law – Courts of Competent Jurisdiction - Language of the Agreement
This Agreement and the Orders shall be governed by the Swiss law.
All disputes arising under this Agreement and/or the Order shall be decided by the Commercial
Court of.
This Agreement, the Purchase Orders, as well as any correspondence and all documents
concerning this Agreement and the Orders exchanged between the Contractor and the Supplier
shall be in English

Article 25 - Contact persons

 
For the Contractor: Contract follow-up :
Order follow-up :
Technical follow-up :

- For the Supplier : Contract follow-up                :

Order follow-up                      :
Technical follow-up                :
 APPENDIX 1

PRICE LIST
 APPENDIX 2

SCHEDULE

Approbation
Schedule (after
Documents (A) Information Parties
enforcement)
(I)
Order   T0 Contractor
Drawings List A T0+15 days Supplier
Quality control program (list of
A T0+20 days Supplier
inspection and control procedures)
Schedule (procurement, control, FAT,
A T0+20 days Supplier
packing, transport)
First part of Engineering:
- Layout Detailed Drawings of All
Cabinets
- Detailed Architecture
- Sigle line diagram of Protection
- Detailed Drawings of the equipment
A T0+15 days Supplier
inside the cabinets
- Technical specifications of interlocking
devices
- Specification of the HMI
-Details LV schematic of each cubicle

Contractor
Approval A T1=T0+30 days Supplier: start of
procurement
Installation and commissioning notice A T1+260 days Supplier
Factory Acceptance Test Procedure A T1+1.562 days Supplier
Instruction manual for storage and
A T1+262 days Supplier
commissioning inputs
Factory Acceptance Test (Video FAT) A T1+272 days Contractor/Supplier
Preliminary Packing List A T1+280 days Supplier
Definitive packing list A T1+2,585 days Supplier
T1+2.590 days
FOB delivery A Supplier
T1+4150 days
CFR Abidjan Delivery - Supplier
So T0+5180 days
Start Integration Work, Relay setting,
configuration tool at site   T0+ 210 days6 Supplier
 APPENDIX 3

The technical specifications and drawings

Sera saisi en tableau Excell

 APPENDIX 3

The technical specifications and drawings

 APPENDIX 3

The technical specifications and drawings

 APPENDIX 4

FORM OF RETENTION MONEY BOND

Whereas .................. [name and address] acting as ……….(function) of the bank………with share
capital of …….., with its registered office at ……….., institution regularly accredited by the
Minister of finance (hereinafter referred to as the ‘’Guarantor") .

We refer to the contract ref …………………..having the purpose of ……………. (hereinafter referred
to as the ‘’Contract’’), executed the ……………. between :

VINCI ENERGIES COTE D’IVOIRE a company incorporated under the law of Ivory Cost (“Société
Anonyme”), with its registered office at ABIDJAN, Cocody - Rue Booker Washington, Ivory Coast
, registered to the trade register of Abidjan under the number CI-ABj-2014-B-11155, (hereinafter
referred to as "Beneficiary")

and ……………….. (hereinafter referred to as the Supplier) with its registered office at…………..,
registered to the trade register of …………. Under the number …………..

And whereas said Contract stipulates the provision the possibility to replace the retention
money by a bank guarantee on first demand as performance bond representing ……% of the
total amount.

In consideration of the above, we undertake unconditionally and irrevocably to pay to

Beneficiary the whole or part of the guaranteed amount which must not exceed the sum of
……………… [amount in figures and words] €/MAD/FCFA immediately on receipt of first written
demand of Beneficiary.

Any demand of payment shall:

be in writing
state the reference and date of this bond guarantee,
state the amount to be paid,
state the name of the bank and bank account number where the payment shall be made.
 This guarantee on first demand shall be a direct, irrevocable and unconditional commitment of
the Bank and is independent of the Contract and of Contractor’s obligations under the Contract.

This guarantee comes into force upon signature and will expire upon the expiry of the
contractual warranty as defined in article 13 of the Contract. The Supplier may then ask the
Beneficiary to release the bank guarantee

This guarantee shall be governed and interpreted in accordance with the UNIFORM RULES OF
THE INTERNATIONAL CHAMBER OF COMMERCE No. 758 relating to Demand Guarantees. The
Courts within the jurisdiction of the Beneficiary's registered office are the only ones competent
to settle disputes that may arise as a result of the interpretation or execution of this retention
money bond.

Executed in …………, on …………

APPENDIX 5

FORM OF PERFORMANCE BOND

Whereas .................. [name and address] acting as ……….(function) of the bank………with share
capital of …….., with its registered office at ……….., institution regularly accredited by the
Minister of finance (hereinafter referred to as the ‘’Guarantor") .

We refer to the contract ref …………………..having the purpose of ……………. (hereinafter referred
to as the ‘’Contract’’), executed the ……………. between:

VINCI ENERGIES COTE D’IVOIRE a company incorporated under the law of Ivory Cost (“Société
Anonyme”), with its registered office at ABIDJAN, Cocody - Rue Booker Washington, Ivory Coast
, registered to the trade register of Abidjan under the number CI-ABj-2014-B-11155, (hereinafter
referred to as "Beneficiary")

and ……………….. (hereinafter referred to as the Supplier) with its registered office at…………..,
registered to the trade register of …………. under the number …………..

And whereas said Contract stipulates the provision by the Supplier of a bank guarantee on first
demand as performance bond representing ……% of the total amount.

In consideration of the above, we undertake unconditionally and irrevocably to pay to

Beneficiary the whole or part of the guaranteed amount which must not exceed the sum of
……………… [amount in figures and words] €/MAD/FCFA immediately on receipt of first written
demand of Beneficiary.
Any demand of payment shall:
(i) be in writing
(ii) state the reference and date of this bond guarantee,
(iii) state the amount to be paid,
(iv) state the name of the bank and bank account number where the payment shall be made.

This guarantee on first demand shall be a direct, irrevocable and unconditional commitment of
the Bank and is independent of the Contract and of Contractor’s obligations under the Contract.

This guarantee comes into force upon signature and will expire 30 days after the delivery of all
Products, as defined in article 6.5 of the General Conditions of the Contract.
The Supplier may then ask the Beneficiary to release the bank guarantee.

This guarantee shall be governed and interpreted in accordance with the UNIFORM RULES OF
THE INTERNATIONAL CHAMBER OF COMMERCE No. 758 relating to Demand Guarantees. The
Courts within the jurisdiction of the Beneficiary's registered office are the only ones competent
to settle disputes that may arise as a result of the interpretation or execution of this retention
money bond.

Executed in …………, on ……………