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General Terms and Conditions of Sale and Services (Products & Services)

These General Terms and Conditions of Sale and Service apply to Customers using STORMSHIELD Products and Services regardless of the Customer's place of residence and local legislation. These General Terms and Conditions apply to all orders for Products and Services and take precedence over any of the Customer's terms and conditions of purchase. Any contrary terms and conditions put forward by the Customer shall therefore be unenforceable against STORMSHIELD.

ARTICLE 1 - DEFINITIONS

In these Terms and Conditions of Sale and Services and in the associated Proposal, the following definitions apply (where the context permits, the singular includes the plural and vice versa):

  • “Authorization(s)” shall mean any export, re-export, transfer, re-transfer licenses or other authorizations that may be required under Sanctions and Export Control Laws in connection with the performance of the Parties’ obligations under the Contract.
  • “Contract” means the agreement between STORMSHIELD and the Customer for the purchase and sale of Products and/or Services, comprising: (i) STORMSHIELD's Proposal, including any documents expressly incorporated by reference, and the Customer's acceptance thereof; or (ii) the Customer's order and STORMSHIELD's acceptance thereof.
  • “Customer” shall mean the company, public authority or organization to which the Proposal is addressed.
  • “Deliverables” shall mean all goods, materials, supplies, equipment, products, hardware or data system software (if not declared as Services).
  • “Dual-use goods” refer to products, technologies, or equipment that can be used for both civilian and military or security purposes. These goods may have legitimate applications in sectors such as commerce, scientific research, medicine, and telecommunications. However, due to their nature and characteristics, they also have the potential to be used for military activities, surveillance, population control, proliferation of weapons of mass destruction, or illicit or dangerous activities.
  • “Intellectual Property Rights” means patents, trademarks, service marks, logos, trade names, copyrights (including rights in computer software in object code and source code), design rights, utility model rights, know-how rights, and any other intellectual property rights, in each case whether registered or unregistered.
  • “Party” or “Parties” shall mean Customer and/or STORMSHIELD as the context may require.
  • “Product” means the finished package consisting of Hardware and Software intended for the function described in its presentation documentation.
  • “Proposal” shall mean the written offer by STORMSHIELD to the Customer that (i) is either marked as binding or non-binding; (ii) includes all documents incorporated by express reference, and (iii) details the price, scope, quantities, specifications and delivery period of the works and other relevant information.
  • “Sanctions and Export Control Authority” shall mean competent authorities (e.g. the European Union, the United States of America and any other applicable national authority) in charge of the enactment, administration, implementation and enforcement of Sanctions and Export Control Laws applicable for the Contract.
  • “Sanctions and Export Control Laws” means all laws or regulations that impose economic, financial, or trade sanctions, embargoes, and other restrictive measures (including specific anti-boycott laws), export, re-export, transfer, or re-transfer licensing requirements, or other authorization requirements, promulgated, administered, implemented, and/or enforced by any Sanctions and Export Control Authority in connection with the performance of the Parties' obligations under the Agreement.
  • “Sanctioned Person” shall mean (i) any natural or legal person that is the target of any Sanctions and Export Control Laws or (ii) any legal person that is directly or indirectly Owned or Controlled by one or several person(s) designated under (i).
  • “Services” shall mean all training, maintenance, integrated logistic support, program management, engineering, installation, commissioning and other services.
  • “Software” refers to all elements subject to Intellectual Property Rights, including documentation, specific developments, settings, etc.

Three types of Software may be included in the Products:

  • “STORMSHIELD Software” for which STORMSHIELD holds all Intellectual Property Rights.
  • “Third-Party Software” for which STORMSHIELD has been granted a license allowing it to transfer Intellectual Property Rights.
  • “Free Software” subject to specific licenses.
  • STORMSHIELD Software and Third-Party Software are collectively referred to as “Proprietary Software.”

ARTICLE 2 – SCOPE OF APPLICATION

These General Terms and Conditions of Sale and Services form an integral part of the Proposal and apply to all deliveries of Products and Services by STORMSHIELD, unless otherwise agreed in writing by STORMSHIELD.

In the event of a Contract being formed, STORMSHIELD undertakes to supply and/or perform, and the Customer undertakes to pay for the Products and Services in accordance with the General Terms and Conditions set out below.

ARTICLE 3 - PRODUCTS AND SERVICES

The descriptions, characteristics, and performance specifications mentioned in catalogs and other advertising materials are for informational purposes only. STORMSHIELD reserves the right to make any changes it deems appropriate, except for characteristics that were described as essential when the order was placed. Services are assigned to a single product, identified by a serial number, and cannot be transferred to another product, with the exception of a replacement product.

ARTICLE 4 – ORDERS

By placing an order, the Customer fully and unreservedly accepts these General Terms and Conditions of Sale and Services, to the exclusion of any other document such as brochures, advertisements, etc., which shall only be considered indicative unless such documents are incorporated and/or referenced in the commercial offer and in the Contract. Any deviation from the General Terms and Conditions of Sale and Services must be agreed in writing in advance by STORMSHIELD.

Only orders sent to STORMSHIELD in writing or in electronic format are valid. The Customer is required to provide all information necessary for the order, including the delivery address, the billing address (if different from the delivery address), the STORMSHIELD reference number of the Products ordered and their unit purchase price excluding tax, a description of the Services and the corresponding price excluding tax, and, where applicable, their intra-community VAT number.

Orders placed with STORMSHIELD are binding and cannot be canceled, modified, or suspended by the Customer, subject to their acceptance by STORMSHIELD. The Contract shall therefore take effect upon receipt by the Customer of this acceptance by STORMSHIELD.

Product offers are valid while stocks last. If a Product is unavailable after the Customer has placed an order, STORMSHIELD will inform the Customer by email of the availability date for the Product and/or offer the Customer an alternative Product with at least equivalent features. The Customer may then refuse the alternatives offered and cancel their order. STORMSHIELD reserves the right to make any changes it deems necessary to its Products and Services at any time and to modify the models defined in its brochures or catalogs without prior notice to the Customer, provided that such modifications meet the requirements of the Contract.

In the event of any inconsistencies or conflicts between these General Terms and Conditions of Sale and Services and other documents forming part of the agreement, the following order of priority shall apply: (i) any written agreement between the Parties where the Parties explicitly agree that certain provisions of these General Terms and Conditions of Sale and Services and/or the Proposal shall be replaced; (ii) the Proposal; (iii) the General Terms and Conditions of Sale and Services; (iv) the Customer's order.

ARTICLE 5 - PRICING AND PAYMENT

The Products or Services are provided and the Services performed at the rate in effect on the date of the order or at the price indicated in the quote, which is only valid for 30 days from the date it is issued. These prices are expressed in euros. Prices are net, excluding transport and taxes, based on the rates communicated by STORMSHIELD to the Customer. Any tax, duty, or other charge payable under French regulations or those of an importing country or transit country shall be borne by the Customer, who declares that this is its sole responsibility and that it shall be borne by it. In the event that STORMSHIELD is required to pay such taxes or duties, as stipulated above, these taxes and duties will be invoiced and paid in addition to the agreed net prices. In the event that the Customer must self-assess such taxes, the Customer must pay these tax amounts to the tax authorities without reducing the agreed net prices.

Quantity discounts, negotiated on a case-by-case basis, may be granted. STORMSHIELD does not intend to grant any discount for cash payment or payment on a date earlier than that resulting from these General Terms and Conditions of Sale and Services. The mandatory payment deadline is that indicated on the invoice.

In general:

  • For all Customers, payment is made at the time of order or upon delivery by cash.
  • STORMSHIELD may, subject to the signing of an account opening agreement, grant a payment period. In this case, payments are made 30 calendar days from the date of issue of the invoice. If the due date is not a business day, the deadline is extended to the next business day.

All payments to be made by the Customer to STORMSHIELD must be made in full without compensation, restriction, or condition and without any deduction or withholding for or on account of any consideration or any current or future tax, duty, fee, or charge.

Penalties shall accrue and become payable automatically on the day following the payment date shown on the invoice. Payments shall be made by check payable to STORMSHIELD or by bank transfer. Any amount not paid by the due date shall result in:

  • The payment of late payment interest at the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation plus 10 percentage points, applied to the amounts due and until actual payment is received;
  • Immediate payment of the entire debt in the event of payment in installments;
  • Immediate payment of all invoices not yet due;
  • Suspension or cancellation, at the seller's discretion, of any order or service in progress.

The amount of interest on arrears owed by the Customer shall be automatically deducted from any discounts, rebates, or reductions owed by STORMSHIELD. In the event of previous non-payment, deterioration in the Customer's creditworthiness, downward revision or termination of the guarantee granted by STORMSHIELD's credit insurance agency, STORMSHIELD may, at its discretion, modify the payment terms, require payment of a deposit or a specific guarantee. STORMSHIELD may also, as of right, refuse an order from a Customer for whom there is a dispute over payment for a previous order.

In the event of non-payment within the deadline imposed by the formal notice letter, STORMSHIELD reserves the right to cancel or terminate the corresponding order. In this case, the Customer shall immediately return the Products concerned to STORMSHIELD, without prejudice to any other damages that STORMSHIELD may claim.

Any sums due for other deliveries, or for any other reason, shall become immediately payable if STORMSHIELD does not opt to cancel the corresponding orders. As of January 1, 2013, and in accordance with Decree 2012 1115 of October 2, 2012, the debt collection costs mentioned in the previous paragraph shall take the form of a lump sum compensation of forty (40) euros (EUR).

In the event of a new law being enacted or any existing applicable law being amended (including, but not limited to, tax laws) after the submission of the Proposal by STORMSHIELD, which results in an increase in STORMSHIELD's prices and/or costs, the prices offered in the Proposal or agreed in the subsequent Contract shall be adjusted accordingly.

ARTICLE 6 - RETENTION OF TITLE

STORMSHIELD reserves the right of ownership of the Products sold until full payment of the price by the Customer, allowing it to take back possession of said Products. From the date of delivery as defined in the “deliveries” section hereof, the Products shall remain in the Customer's custody until transfer of ownership, and the Customer shall bear any risks to which they may be subject or which they may cause, for any reason whatsoever, even in the event of force majeure, unforeseeable circumstances, or the actions of a third party.

The mere delivery of a document creating an obligation to pay without limitation, such as a letter of credit or other, does not constitute payment within the meaning of this clause, and the retention of title shall remain applicable until full payment has been made. Only the actual receipt of payment shall be considered payment. The Customer shall, at STORMSHIELD's request, provide proof that it has taken out an insurance policy covering the Products that it does not own. It undertakes to maintain these guarantees until the ownership of the Products sold has been transferred to it.

The Customer shall ensure that the identification marks affixed by the Supplier to the packaging in which the products are delivered or to the products themselves are properly preserved until transfer of ownership. Stormshield reserves the right to verify, by any means, that the Customer has complied with the above obligations, without the Customer being able to oppose such verification.

ARTICLE 7 - LEAD TIME

Deliveries are made only according to availability and in the order in which orders are received. STORMSHIELD is authorized to make full or partial deliveries with the customer's agreement. delivery times are indicated as accurately as possible but depend on STORMSHIELD's supply and transport capabilities. Reasonable delays in delivery shall not give rise to damages, withholding, or cancellation of orders in progress.

In any event, the agreed deadlines shall be extended in the event of force majeure.

ARTICLE 8 – DELIVERY

The risks associated with the Products, whatever their nature, are transferred in accordance with the INCOTERM rules chosen to govern the transport service. The transfer of ownership of the products is, however, subject to full payment of the price of all Products and Services covered by the purchase order. The Customer is not authorized to retain the Deliverables or transfer ownership for warranty purposes. If a third party acquires rights to the Deliverables, the Customer hereby assigns all rights to the Deliverables resulting therefrom to STORMSHIELD. The Customer is required to inform STORMSHIELD immediately if, in connection with the Proposals, a seizure, opposition, or other disposition is made by a third party.

If the delivery is entrusted to a carrier, it is the Customer's responsibility, in the event of damage or missing items, to make all necessary observations on the transport documents and to confirm their reservations by registered letter with acknowledgment of receipt to the carrier within 3 working days of receipt of the Products. After this period, any claim will be considered null and void. Without prejudice to the foregoing provisions, the Customer must notify STORMSHIELD, by registered letter with acknowledgment of receipt and within the same time frame, of any anomalies. It is the Customer's responsibility to provide proof of the reality of the defects or anomalies observed. The Customer must give STORMSHIELD every opportunity to verify these defects and remedy them. The Customer shall refrain from intervening itself or involving a third party for this purpose.

ARTICLE 9 - STOCKS

The Customer must anticipate its Product requirements. If the Contract formed by acceptance of these General Terms and Conditions is terminated for any reason whatsoever, the Customer acknowledges that it will not be entitled to a refund for the Products it holds in stock. In any event, the Customer shall pay all invoices relating to any order issued, when due.

ARTICLE 10 - RETURNS AND CANCELLATION OF ORDERS

Before ordering a Product or Service, the Customer must verify that the Product or Service meets their needs. Any return of Products, cancellation or modification of an order of Products or Services must be subject to the prior written agreement of STORMSHIELD, which reserves the right to make its authorization conditional upon the Customer paying compensation covering all costs incurred for that order, such as: shipping, training, factory configuration, technical support, and design/purchase/manufacturing costs in the case of a specific order or large quantity.

ARTICLE 11 – COMPLIANCE

The Parties, their executives, employees, agents and any individuals or companies that may be involved in the execution and/or the performance of the Contract shall comply with all governmental statutes, laws, rules and regulations, including but not limited to all applicable anti-money laundering, counter-terrorist financing, export control and economic sanctions laws and regulations and any Applicable International Anti-Corruption Laws (collectively referred as “Laws and Regulations”).

The Customer undertakes to provide truthful, accurate and complete information to STORMSHIELD such as may be required by STORMSHIELD from time to time to comply with its obligations pursuant to the Laws and Regulations, including but not limited to information on the Customer's corporate structure and shareholding, or source of financing of the Contract.

STORMSHIELD’s obligations will only begin once STORMSHIELD has received from the Customer all required information and performed all necessary verifications pursuant to the Regulatory Rules and to the “Know your Customer” policy of STORMSHIELD.

During Contract execution, (i) failure by the Customer to comply with the Laws and Regulations and/or (ii) performance of either Party's obligations under the Contract would constitute breach of the Laws and Regulations and/or (iii) failure by the Customer to timely provide all necessary information and/or cooperate with STORMSHIELD, shall entitle STORMSHIELD to terminate the Contract forthwith without any prior notice and liability whatsoever.

ARTICLE 12 – WARRANTY

STORMSHIELD undertakes to perform the Services with reasonable care and skill and that the deliveries will comply with their contractual specifications at the time of delivery.

All warranties not listed below but implied by statute or common law are excluded to the maximum extent permitted by law.

Warranties are limited to the repair or replacement of the Product. Any delivery replaced or repaired under warranty will not extend the warranty period.

12.1 HARDWARE WARRANTY

The Product Hardware is warranted against any malfunction, manufacturing defect, or design flaw for the applicable period in the country of delivery. This warranty is limited to replacement, with return shipping costs borne by the customer and reshipment costs borne by STORMSHIELD. This warranty does not apply to apparent defects and does not cover damage due to accident, faulty installation, poor maintenance, or use contrary to the Product's instructions for use.

12.2 SOFTWARE CONFORMITY WARRANTY

STORMSHIELD warrants that the Software complies with the documentation provided to the Customer. The ordering of a software option is conditional upon the ordering of a specific maintenance service provided by STORMSHIELD.

12.3 WARRANTY OF TITLE

STORMSHIELD warrants that it holds the rights to the proprietary Software enabling it to supply said Software as integrated into the Products and/or Services. STORMSHIELD warrants that it holds the rights to the trademarks affixed to the Product and/or the Service. STORMSHIELD, as is customary in the industry, provides no warranty for Free Software.

12.4 TERMINATION OF WARRANTY

Any warranty obligation on the part of STORMSHIELD shall automatically terminate in the event of:

  • Any defect in the Products resulting from a design, concept, or specification provided by the Customer.
  • Use of the Products by the Customer prior to acceptance.
  • Any defect resulting from intentional damage, negligence, abnormal operating conditions, failure to comply with STORMSHIELD's instructions (whether oral or written), misuse or modification or repair of the Products without STORMSHIELD's approval, or inadequate or insufficient maintenance by the Customer.
  • The Products have been used in a manner or under circumstances or for purposes not reasonably contemplated by STORMSHIELD or disclosed to STORMSHIELD prior to the conclusion of the Contract.

ARTICLE 13 – MAINTENANCE

The Customer has the option of subscribing to both a maintenance program and a security pack. The Customer may subscribe to each program for a specified number of years, provided that the total number of years does not exceed the lifetime of the product in question. The process begins when the Customer registers the serial number of the Product concerned in the secure access area of the STORMSHIELD website. If a new maintenance program is subscribed to, the process begins on the expiry date of the previous maintenance program.

Maintenance programs include the following:

  • Corrective updates and upgrades to software components (without any guarantee from STORMSHIELD as to the perfect compatibility of the updates with older devices).
  • Access to the secure area of the MYSTORMSHIELD website.
  • Device exchange service in accordance with the terms and conditions set out in the relevant Maintenance Agreement.
  • Technical support.

ARTICLE 14 - TECHNICAL SUPPORT

Access to technical support is only granted if a specific maintenance service provided by STORMSHIELD has been ordered. Technical support is provided by STORMSHIELD and/or its subcontractors and is made available to Customers, subject in certain cases to prior registration with STORMSHIELD. The Customer is advised to first read the technical support document available in the secure-access area on https://mystormshield.eu.

ARTICLE 15 - TRAINING

Registration may be postponed or canceled more than 7 (seven) business days before the start of the training course, without justification or penalty. Any cancellation of registration less than 7 (seven) working days before the start date of the training course, as well as the trainee's failure to attend on the start date of the training course or the trainee's withdrawal from the training course during the session, except in cases of justified force majeure, will result in the full cost of the training course being invoiced.

ARTICLE 16 – SUBCONTRACTING

STORMSHIELD reserves the right to subcontract all or part of the services entrusted to it under these General Terms and Conditions of Sale and Services to any service providers of its choice. Subcontractors shall comply with the same confidentiality and compliance commitments if the Services involve the processing of sensitive data.

ARTICLE 17 - INTELLECTUAL PROPERTY

The Products supplied by STORMSHIELD hereunder contain Software that is subject to Intellectual Property Rights. The Products may contain Third-Party Software and/or Free Software. STORMSHIELD remains the exclusive owner of all Intellectual Property Rights in STORMSHIELD Software.

The Customer shall only have the right to use Software as integrated into the Product. The Intellectual Property Rights transferred and the terms and conditions of transfer of said rights, in connection with the supply of Products or Services, are detailed in the license agreement between the Parties. Unless otherwise stipulated in the license agreement, these conditions apply to Software updates. The Customer must not exercise any unauthorized rights. The Customer shall take all measures to prevent any infringement or exercise of unauthorized rights.

The terms and conditions of use of Third-Party Software are defined in the license agreements attached to the Products or provided in connection with the Services, where applicable, or downloadable from the Internet for Free Software. The Customer undertakes to read and accept them before any use. STORMSHIELD declares that it is up to date with regard to the return of Free Software to the community, as is customary in this field.

ARTICLE 18 – CONFIDENTIALITY

Each Party undertakes to treat any confidential information it may learn about the other Party as its own, with the strictest confidentiality.

ARTICLE 19 - DATA PROTECTION

For the purposes of this clause, the following terms, Data Controller, Data Processor, and Personal Data, shall have the meanings defined by the General Data Protection Regulation (Regulation (EU) 2016/679) of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter “GDPR”). With regard to the said General Terms and Conditions of Sale and Services Agreement, and in the context of Personal Data, data processing and reporting, the Parties acknowledge that the Customer is the Data Controller and that STORMSHIELD is the Data Processor.

However, when data is processed further, STORMSHIELD becomes the Data Controller. In such a situation, the Customer becomes the Data Processor and will cooperate with STORMSHIELD to ensure compliance with applicable Laws and Regulations regarding personal data and/or in the event of an inspection by the competent data protection authorities. The Customer remains solely responsible for respecting the rights of natural persons affected by the processing, namely the right of access, the right to request modifications and/or deletions, and, if necessary, the right to object. Each party undertakes to comply with the General Data Protection Regulation (EU Regulation 2016/679). Under these General Terms and Conditions of Sale and Services, STORMSHIELD undertakes to:

  • process the Personal Data that has been collected for the sole purpose of and, in general, to act only within the framework of the said Contract.
  • ensure the protection of Personal Data (including the processing of such data) entrusted to it by the Data Controller.
  • take all necessary precautions to preserve the confidentiality and security of Personal Data, and in particular to prevent it from being distorted, damaged, or communicated to unauthorized third parties. More generally, it is required to implement appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, accidental loss, alteration, dissemination, and/or unauthorized access, particularly when the processing of such data involves the transmission of data over a network, as well as against any unlawful form of processing, provided that, taking into account best practices and the cost of their implementation, these measures ensure a level of security appropriate to the risks inherent in the processing and the nature of the data to be protected.
  • the implementation of security clearances as a means of restricting access to personal data.
  • ensuring that persons with access to Personal Data are subject to appropriate confidentiality and security awareness training.
  • ensuring that its personnel do not collect, process, or use Personal Data without express authorization.
  • ensure that Personal Data is not used for purposes other than those expressly provided for in these General Terms and Conditions of Sale and Services.
  • take appropriate technical and organizational security measures, adapted to the processing of the data and the operations that may be performed on the data.
  • promptly correct any errors or inaccuracies in the personal data resulting from the processing of the data, whether or not STORMSHIELD is responsible for such errors.

In addition, STORMSHIELD undertakes to:

  • respond without delay to any request from the Customer concerning the Personal Data processed in order to enable the Customer to take into account, in a timely manner, any requests made by interested third parties (rights of access, modifications, destruction of data, etc.).
  • destroy all files containing Personal Data, or return all data in full at the end of the Contract covered by these General Terms and Conditions of Sale and Services.
  • comply with the retention period for Personal Data as indicated by the Customer.
  • not use a subcontractor to perform the services described in this Contract, unless the subcontractor has been expressly authorized by the Customer in its capacity as data controller. In this case, STORMSHIELD becomes responsible for all actions of the subcontractor under a Contract to be validated by the Customer.
  • not to transfer Personal Data from a country located in the European Union to a country located outside the European Union that is not considered by the European Commission to have an adequate level of protection for Personal Data.

STORMSHIELD shall refrain from using the Personal Data collected, information media, or documents for its own benefit or that of a third party, whether for personal or professional purposes. Similarly, it shall refrain from using all or part of the information stored or collected during the implementation of the Contract. STORMSHIELD acknowledges that it shall be liable to the data controller for any damages that may arise from its failure to comply with its obligations under the said Contract.

ARTICLE 20 - TREATMENT OF WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT

In compliance with articles R. 543 179 to R. 543 206 of the French Environmental Code (Decree no. 2005 829, July 20th 2005, relating to the composition of EEE and the disposal of waste from such equipment), STORMSHIELD has been registered as a producer of electrical and electronic equipment with the ADEME (Agency for the Environment and Energy Management).

All STORMSHIELD products bear tags that identify them, as well as a control label indicating the release date. In the absence of any agreement with the Customer to the contrary, STORMSHIELD shall oversee the professional organization and financing of the treatment of WEEE released by STORMSHIELD after 13/08/05, once the Customer has sent equipment and components affected by the article to STORMSHIELD, at the Customer’s own cost and risk.

In order for STORMSHIELD to provide the said treatment, the Customer shall undertake to inform STORMSHIELD of his equipment’s end of life, and to send it to the following address: NSE BU SERVICES - Activité STORMSHIELD, reception Bâtiment A, ZA de la Tour, 03200 ABREST – FRANCE.

STORMSHIELD shall not in any case and for whatever reason, be held liable for the Customer’s failure to carry out the duties expected of him as stated in the article.

ARTICLE 21 – LIABILITY

Without prejudice to the provisions relating to defective products, STORMSHIELD shall not be liable for any loss of profit (actual or anticipated), loss of use, loss of production, loss of Contracts, loss of opportunities, loss of revenue, cost of capital, replacement cost, loss of reputation, loss of information or data, loss arising from a Contract with a third party, loss due to business interruption, or any indirect, incidental, special, or consequential loss arising out of or in connection with its performance or non-performance under the Contract, whether based on the Contract, tort, or any other legal theory.

In any event, if, in the extraordinary event that STORMSHIELD's liability is recognized in respect of a Product or Service provided, the maximum amount of compensation that may be paid to the Customer shall in no event exceed the price paid by the Customer for the Product or Service in question.

The limitations and exclusions of liability provided for in this section shall not apply in the event of gross negligence or willful misconduct, and if and to the extent that such liabilities are determined by law (such as the Product Liability Act) or as a result of a warranty providing for liability regardless of negligence or fault.

ARTICLE 22 - FORCE MAJEURE

STORMSHIELD shall not be liable to the Customer or considered to be in breach of the Contract for any delay in the performance, or for any failure to perform, any of its obligations in relation to the Product, if the delay or failure was due to force majeure.

For the purposes of this clause, force majeure means any unforeseeable event beyond STORMSHIELD's control, such as, but not limited to, any act of God, hostilities between nations, war, riot, civil unrest, insurrection, blockade, embargoes, national emergency, earthquake, fire, flood or other exceptional weather conditions or natural disaster, acts of terrorism, accidents, sabotage, strikes, shortage of materials and supplies.

In the event of force majeure, STORMSHIELD shall be entitled to an extension of the agreed delivery times for a reasonable period reflecting the delay caused by such force majeure event.

ARTICLE 23 - TRANSFER OF CONTRACT

The Contract formed by acceptance of these General Terms and Conditions and the Software licenses it includes may not be transferred, in whole or in part, by the Customer without the express prior written consent of STORMSHIELD.

ARTICLE 24 – FINAL DESTINATION CONTROL

The Customer must obtain STORMSHIELD's prior authorization before any resale or use in a territory other than the place of delivery.

ARTICLE 25 - EXPORT CONTROL / SANCTIONS

In accordance with the latest version amending EU Regulation (EU) 2021/821 of 20 May 2021, as amended, on the control of export, brokering, technical assistance, transit and transfer of dual-use goods and technologies, STORMSHIELD equipment and products are subject to control if exported outside the European Union.

Each Party shall act in compliance with, and without circumventing, all applicable Sanctions and Export Control Laws. The Customer must ensure that its supply chain and third parties, including but not limited to its customers, distributors, intermediaries, partners, and end users, comply with Sanctions and Export Control Laws when dealing with STORMSHIELD Products and/or Services. It is the Customer's responsibility to obtain all necessary Authorizations for the export, re-export, transfer, or re-transfer of any STORMSHIELD Products and/or Services in accordance with Sanctions and Export Control Laws. In the event that all or part of the Products and/or Services are subject to import restrictions in the Customer's or end user's country, the Customer shall be responsible for any Authorization required for STORMSHIELD to deliver all or part of the Products and/or Services. Each Party shall provide the other with the declarations or certifications required by Sanctions and Export Control Laws, and all information and/or documents necessary to obtain and comply with any required Authorization (including the prompt provision of duly completed and signed end-user declarations).

An act of government or public authority that results in the Products and/or Services not being able to be provided, for example, the non-issuance, restriction and/or revocation of export, import, or other required licenses, permits, or authorizations, export or import regulations, or embargoes, shall be considered a subsequent condition to the Contract, and STORMSHIELD shall not be liable to the Customer or considered to be in default of the Contract. When such an act occurs, STORMSHIELD shall be entitled to a reasonable extension of the contractual delivery times. Without prejudice to the other provisions of the General Terms and Conditions, when such an act continues for more than 180 (one hundred and eighty) days, STORMSHIELD shall be entitled to terminate the Contract. In such a case, STORMSHIELD shall be compensated by the Customer for the Products and/or Services already performed/delivered in accordance with the agreed Contract prices, costs of materials or goods reasonably ordered, any other expenses reasonably incurred while awaiting completion of the Products and/or Services, as well as reasonable costs for the removal of STORMSHIELD's equipment and the demobilization of personnel.

The Customer agrees not to export or re-export, as applicable, any Products and/or Services (including any hardware and/or software and/or technology and related documentation, regardless of the method of delivery and including any type of technical support) to any other country without obtaining the necessary licenses and permits that may be required under any applicable legislation. STORMSHIELD shall have the right to terminate the Agreement if the Customer violates the applicable rules and regulations.

Each Party represents to the other that it is not a Sanctioned Person, nor is it acting on behalf or at the direction of a Sanctioned Person. If, at any time during the contractual relationship, (i) a Party becomes a Sanctioned Person or (ii) the performance of a Party's obligations under the Contract would constitute a breach of the Sanctions and Export Control Laws (each a "Sanctions Event"), then each Party must immediately notify the other Party and the Parties must, to the extent permitted by the Sanctions and Export Control Laws, consult with the each other to mitigate the effects of such Sanctions Event. The Party that has not become a Sanctioned Person in accordance with clause (i) above or, the Party whose performance under the Contract would constitute a breach of the Sanctions and Export Control Laws in accordance with clause (ii) above, shall have the right to suspend the performance of its obligations under the Contract, at any time and without liability to the other Party, following the occurrence of a Sanctions Event. If the performance of the Parties' obligations cannot be resumed in a lawful manner after the occurrence of a Sanctions Event, then either Party may terminate the Contract upon written notice to the other Party at any time, with immediate effect and without any liability for the Non-Sanctioned Person to the Sanctioned Person.

The Customer shall use the Products and/or Services exclusively for the purpose of the Contract and shall not sell, resell, import, re-export, re-transfer, sublease, reassign, exploit or use the Products and/or Services for purposes or in (a) any territory or country subject to Sanctions and Export Control Laws and/or (b) for the use or benefit of a Sanctioned Person, in each case, in violation of Sanctions and Export Control Laws.

The Customer undertakes to exercise reasonable diligence to ensure that the use, sale, resale, export, re-export or other transfer or retransfer of the Products and/or Services and other transactions carried out in connection with or as a result of transactions involving STORMSHIELD are in compliance with this Article 22. The Customer must provide any document or information requested by STORMSHIELD to perform its due diligence on sanctions and export control matters and inform STORMSHIELD of any potential breach by the Customer of this Article 22. The Customer must immediately inform STORMSHIELD in writing in case of a change of end-user, end-use, ownership and control. The Customer must authorize STORMSHIELD to exercise audit rights in the Customer’s premises to assess the Customer’s compliance with its obligations under this Article 22.

Without prejudice and in addition to the above, the Customer shall not sell, provide, export or re-export, directly or indirectly, to Russia/Belarus or for use in Russia/Belarus any Products and/or Services falling within the scope of Article 12g of Regulation (EU) No 833/2014 (Russia) and/or Article 8g of Regulation (EC) No 765/2006 (Belarus), nor shall the Customer sell, transfer, grant or sublicense any intellectual property rights or trade secrets related to or connected with these Deliverables and/or Services provided under or in connection with these, or use them in connection with common high priority items as listed in Annex XL of Regulation (EU) No 833/2014 intended for sale, supply, transfer or export, directly or indirectly, to Russia or for use in Russia. The Customer must implement a mechanism to ensure that any third party complies with this prohibition. The Customer must immediately inform STORMSHIELD of any issues in the application of this clause and any non-compliance with the above paragraphs. Any breach of this Article shall constitute a material breach of the Contract, and STORMSHIELD shall have the right to (i) suspend and/or terminate, without any liability, the Contract with immediate effect and (ii) take any legal action or other such as any compensation for losses resulting from or in connection with the breach.

ARTICLE 26 - SPECIFIC REGULATIONS

Cryptography is subject to specific regulations. It is the Client's responsibility to ensure that the rules applicable in their own country are respected, including, where applicable, by fulfilling the required formalities. STORMSHIELD cannot be held responsible in case of non-compliance with the legislation of the country where the Product or Services are provided. The Customer guarantees STORMSHIELD against any private or public action in case of non-compliance with specific regulations.

ARTICLE 27 – HUMAN RIGHTS

The Parties undertake to act at all times in accordance with the national and international regulations on human rights applicable in their respective countries. In this regard, and in any case, the Arms Trade Treaty and the 1949 Geneva Conventions shall form the basis of the Parties' ethical rules of conduct on human rights.

ARTICLE 28 - APPLICABLE LAW AND JURISDICTIONAL COMPETENCE

These General Terms and Conditions of Sale and Services, both for their interpretation and their execution, are subject to French law. This applies to both substantive and formal rules. In the event of translation of the various contractual documents, the French version shall prevail in case of dispute.

In the event of a dispute and failing an amicable settlement between the Parties within 30 days from the date of written notification of the dispute by one or other of the Parties to the other, express jurisdiction is granted to the Commercial Court of Paris, notwithstanding third-party proceedings or multiple defendants, even for emergency or conservatory proceedings in summary proceedings or by petition.

ARTICLE 29 – MISCELLANEOUS

If one or more provisions of the General Terms and Conditions of Sale and Services are held to be invalid and declared as such by virtue of a law, regulation, or following a final decision of a competent jurisdiction, the other provisions shall retain their full force and scope.

The fact that one of the Parties does not invoke a breach by the other Party of any of its obligations under the General Terms and Conditions of Sale and Services shall not be interpreted for the future as a waiver of the obligation in question.