FOUNDRY GENERAL TERMS OF SALE MANOIR FRANCE (MPT)
 

ARTICLE 1. GENERALITIES
 
MPT is a company specialised in the manufacturing of tailor-made machined parts, in small and medium scale runs.
The contractual relationship between the parties is qualified as "rental of work" which consists for MPT in manufacturing products with elements provided in part by the Customer and according to a process defined and decided by it and meeting its own needs (articles 1787 et seq. of the Civil Code).
The present General Terms of Sale (GTS) are sent to each Customer who requests them or with the price offer from MPT.
The Customer acknowledges having read, understood and accepted them before placing an order.
The Customer acknowledges having been communicated all required information prior to the order.
The fact of placing an order implies the Customer’s complete, unreserved acceptance of these GTS.
All special conditions signed and accepted by MPT, in particular in the order, shall prevail over the present GTS.
No special condition of the Customer can, unless formally accepted in writing by MPT, prevail over the GTS. Any special condition put forward by the Customer will therefore, in the absence of express acceptance, be unenforceable against MPT, whenever this condition was brought to its attention.
Similarly, any attempt to impose purchasing conditions on MPT that would entail a waiver to the present GTS, such as the usage of the Customer’s Internet portal in order to send acknowledgments for the reception of orders while excluding any reference to the said GTS will be considered as an abuse of purchasing power or undue discrimination pursuant to article L 442-1 of the Commercial Code.
The parties undertake to negotiate and perform the contract in good faith.
They undertake to prove the capacity of their representative signing the contract.
 
ARTICLE 2.  ESTABLISHMENT, MODIFICATION OR CANCELLATION OF THE CONTRACT
 
Any price request from a Customer must include a set of Technical Specifications (TS) or refer to a known international standard.
Obligation of cooperation between the parties
The Customer has the obligation to cooperate with MPT and to provide it, in writing, with all complete, accurate and reliable information and details concerning: its clearly expressed needs,
the operating and environmental conditions of the equipment,
the composition and peculiarities of the products it will have to process with the equipment.
These obligations apply to the Customer's agent or representative.
They also apply to the possible phases of study, construction and development of the equipment.
Compliance with the contract will be assessed according to the satisfaction of these obligations by the Customer. MPT cannot be held responsible for the consequences of an omission or error in the elements provided by the Customer.
When an estimate is prepared by MPT, it constitutes the special terms that modify or complete the present GTS. Every new order must be the subject of a new estimate.
Any production carried out as part of a Quality Assurance system must be indicated by the Customer in its request for proposals and its order and be confirmed by MPT in its order acceptance.
In case of an order received from the Customer, it will only be considered as definitively accepted once it has been accepted in writing or electronically by MPT, subject to the existence of adequate stocks at the time of the order’s reception.
MPT reserves the right to subcontract certain operations with the Client’s agreement unless it is an affiliate of MPT.
In case of modification to the order (change of specifications or decrease of the order quantities), the consequences on procurements, the cost of tooling, the manufacturing terms and the prices will be passed on to the Customer.
Supply of raw materials:
If the order has been the subject of products requiring the acquisition of raw materials by MPT, they will be integrated into the final product and invoiced under the conditions provided for in Article 6.
In case of cancellation by the Customer, orders for rental of work that have been the subject of a firm offer from MPT will be subject to compensation in compliance with article 1794 of the Civil Code, the amount of which will correspond to a percentage of the said orders, depending on:
- on the one hand the amount corresponding to the progress of the order
- in addition to a fixed compensation of 10% of the amount of the order
- and the reimbursement of ancillary costs incurred, upon receipts.
 
ARTICLE 3. INDUSTRIAL PROPERTY–CONFIDENTIALITY
 
Industrial property
Unless agreed otherwise, the foundry does not design the parts that it produces. The drafts, studies and documents of any nature delivered or sent by MPT are provided at no charge if they are followed by the order to which they refer. Otherwise, repayment for study and travel expenses will be owed to MPT.
MPT also retains the entire intellectual ownership of its drafts, studies, documents, patents and software programs. They must be returned to MPT at the latter’s request. This also applies to the studies that MPT proposes in order to improve the quality or cost price of the parts, through an original modification of the TS. Under no circumstances can the Customer itself make use of the drafts and studies, or disclose them, without the prior written authorisation of MPT or without having expressly acquired them, as this information falls within the scope of trade secrets.
Intellectual property
MPT is the owner of the integrity of the intellectual property rights encumbering the products, the know-how as well as the works and design studies that it has made and in particular the specific alloys.
For the purposes of these GTS, "intellectual property right" means any invention, any patent and application for a patent, trademarks whatever the stage of their registration procedure, drawings and designs published or not, moulds, author’s rights, software or any other intellectual property right regardless of the geographical scope of protection.
The purchase of specific products, studies or services by the Customer does not confer on it any intellectual or industrial property rights, and in particular the right to have the products manufactured by a third party.
Guarantee in case of counterfeiting
Each of the parties guarantees that the elements it has contributed or designed for the performance of the contract (plans, specifications, processes, and their conditions of implementation, etc.) do not use the intellectual property rights or know-how held by a third party. They guarantee that they can be disposed of freely without contravening a contractual or legal obligation.
They guarantee each other the direct or indirect consequences of any action for civil or criminal liability resulting in particular from an action for infringement or unfair competition, after a final court decision.
Confidentiality
The Customer undertakes to protect the confidentiality of the information of any kind, written or non-written, such as industrial blueprints, diagrams, technical explanations, etc., provided to it for any reason whatsoever.
The Customer guarantees MPT against all consequences of proceedings that could be initiated relative to patents, drawings, registered models or any exclusive right pertaining to the parts put into production.
The obligation of confidentiality remains in force after the expiry or termination of the contract for a period of five (5) years.
 
ARTICLE 4. MODELS AND TOOLING
 
- The models and tooling provided on-site at no charge by the Customer must be compliant with MPT’s moulding processes and must necessarily and distinctly include the assembly marks or indications; these models are only determining with regard to the conditions of the form, dimension and thickness of the raw castings.
The expenses for possible modifications to the models that MPT would consider necessary for the proper execution of the parts are borne by the Customer, duly informed beforehand. These modifications will remain the industrial property of MPT.
- Models are produced by MPT with the Customer’s approval, on the basis of the requirements of the MPT moulding technique.
Their manufacturing cost, as well as any expenses for replacement or overhaul after wear, will be immediately
paid to MPT or, at the latest, at the time of the first delivery of parts.
If they remain in storage in the MPT premises, models are stored at no cost for three years as of the execution of the last order. After this deadline, if the Customer has not asked for the models to be returned or for their storage to be extended, which can be granted in exchange for payment, MPT will be authorised to destroy them, after having so informed the Customer beforehand.
- Any production tooling, notably special chassis, chill moulds, plates, models and machine tooling remain the property of MPT, even if the Customer has made a financial contribution to their creation. This contribution only entails a usage right for the Customer. However, MPT remains responsible for its safekeeping for a maximum timeframe of three years, as of the execution of the last order.
- Should master workpieces be required by the Customer, they must be submitted to it and accepted by it: its acceptance will be considered acquired in the absence of written observations from it within fifteen days of the presentation of the master workpieces.
- MPT undertakes to refrain from using, on behalf of other customers, any of the models and tooling used within the framework of the orders.
- The Customer assumes the expense and risks for the shipping and return of its models, tooling, and inspection and machining systems.
 
ARTICLE 5. PRICES - PRICE REVISION
 
- Products are provided at the price in effect on the day of the acknowledgment of receipt of the order unless subsequent written agreement between the parties.
- The prices are net, ex works, excluding taxes, on the basis of the rates provided to the Customer. The delivery packaging is invoiced to the Customer.
- All taxes, duties and other amounts payable in application of French regulations, or of the regulations of an importing country or of a transit country, are at the Customer’s expense.
all subject to the incoterm provided for in the order accepted by MPT
- Unless indicated otherwise, the prices can be adjusted to account for variations considered to be beyond the control of MPT, such as variations of material, energy or manpower costs, as may occur between the date when the price was established and that of the contractual delivery.
Unforeseeable circumstances
If a change in circumstances unforeseeable at the time of entering into the sales contract makes performance for MPT excessively expensive, it may request a renegotiation of the contract from the buyer, on the condition that it justifies its request.
If circumstances make it impossible to continue it, the contract will then be suspended for a period of one month, during which time the parties may seek a balanced adaptation of the contract, in good faith.
In the absence of agreement, the contract will be terminated without recourse to the Judge.
All at the exclusion of all other provisions provided for in Article 1195 of the Civil Code which are excluded by these conditions.
 
ARTICLE 6. INVOICING
 
- An invoice is prepared for each delivery and provided in duplicate with the said delivery, except in the event that a delivery slip has been provided, in which case a summary invoice referring to all issued delivery slips will be prepared within 8 days.
MPT also reserves the right to provide its invoices to the Customer by electronic means, which the latter accepts.
Without prejudice to the right of retention of title to which our orders are subject, the non-return of bills of exchange with acceptance and bank domiciliation within seven days of their sending, is equivalent to « the non-respect of a deadline ».
- Settlements are made net, by transfer, without discount, 30 days from the date of invoice. MPT will have the right to immediately submit the bills of exchange to a financial institution, which can present them upon acceptance, or to assign its receivable to a factoring company.
No discount is applied in case of early settlement.
No setting off may be made between the payment of an invoice and late payment penalties or damage invoked by the Customer without the prior agreement of MPT.
Without prejudice to the reservation of title right to which our orders are subject, non-return of the bills of exchange with acceptance and banking domiciliation within seven days of their sending, non-compliance with any payment due date and, more particularly, the revelation of a protest or of a pledge on the Customer’s business, entails as of right and without the need for formal written notice:
either an event of default and, consequently, the immediate payability of the sums still due for any reason whatsoever, as well as the suspension of all deliveries;
or the rescission of all ongoing contracts with retention of the advances collected until the determination of the possible compensation, in compliance with the provisions of article 12 below.
Any sum unpaid on the due date indicated in the invoice results, as of the following day and without the need for any reminder, in the application of late penalties in an amount equal to 10%. Furthermore, every unpaid amount after the due date is automatically subject towards MPT of a 40 euros lump-sum allowance for recovery costs
- In case advance payment bank guarantee, or corporate guarantee is given to the Customer, any setting off is prohibited, whether legal, judicial or for related debts, with any debt due for any reason whatsoever to MPT or any entity of the Group Paralloy.
- The Customer cannot defer the payment’s contractual due date, even if the acceptance or shipment of receivables handed over in the plant is delayed or cannot be carried out for any reason that is independent of the control of MPT, let alone in the event of a case of force majeure.
This also applies to the payment of the difference between the invoice amount and the price of the parts that are likely to result, in the event of a Customer complaint, in credit notes possibly being granted by MPT in case of the replacement of certain parts.
- In case of subcontracting, the Customer undertakes to have MPT accepted by the contracting authority, such as to guarantee the recovery of claims.
In case of supply of raw materials by MPT, an invoice will be issued upon delivery to MPT's premises. This supply will be due in full, even in case of subsequent cancellation of the order.
 
ARTICLE 7. DELIVERY AND TRANSPORT
 
- Delivery is carried out either by a direct delivery of the product to the Customer, or by means of a simple release notice, or by handing over to a shipper or carrier in the MPT premises.
Deliveries are carried out on the basis of availabilities, and in the order of arrival of the orders. Unless agreed otherwise, MPT is authorised to carry out overall or partial orders.
- In the contract, the Parties must unambiguously define the rigorous nature of the delivery timeframe to which they are agreeing. In the absence of such an express definition, the timeframe is considered to be approximate.
In any event, the timeframe only begins as of the day on which MPT has definitively agreed with the Customer with regard to all conditions of the order and independently of the anticipated settlement, after reception of the blueprints and technical documents leading to the launch of manufacturing, and possibly payment of the agreed advance or of the deliverables.
For series parts, the timeframes began as of the date of acceptance of the master workpieces.
In the absence of special provisions in the order, non-compliance with the timeframe cannot result in a penalty. In the absence of a specific laws pertaining to late penalties which, in any case, cannot exceed 5% of the net of tax value in the workshop or storeroom of the equipment or portion thereof in question, the Customer is considered to have waived such penalties and shall refrain from any subsequent legal actions in an effort to obtain legal damages based solely on delays.
- In any case, and even in the presence of a contractual penalty clause, MPT cannot be held liable for delays linked to the occurrence of events that are independent of its will, including events affecting the sourcing of raw materials and of subcontracting. MPT is also as of right relieved of any commitment relative to delivery timeframes in the event that the payment conditions have not been respected in due time, should information having to be provided by the Customer not arrive in due time, and in the event of a case of force majeure.
Force Majeure
By event of "Force Majeure", and in accordance with Article 1218 of the Civil Code, there is force majeure in contractual matters when an event beyond the control of the debtor, which could not reasonably have been foreseen at the time of the conclusion of the contract and whose effects cannot be avoided by appropriate measures, prevents the performance of its obligation by the debtor.
If the impediment is temporary, the performance of the obligation shall be suspended unless the resulting delay justifies the termination of the contract. If the impediment is definitive, the contract is automatically avoided, and the parties are released from their obligations under the conditions provided for in articles 1351 and 1351-1.
If one of the parties does not fulfil the obligations provided for in the contract within the time limits provided for an unforeseeable reason, beyond its control and insurmountable, assimilated to a case of force majeure such as: an administrative decision, a strike, a fire, a manufacturing accident, an act of war, an embargo, a boycott, an act of terrorism,  a natural disaster, a flood, a storm, a temporary failure of the computer system, a large-scale social movement, an epidemic, atmospheric disasters and natural disasters,  social conflicts, a shortage of specialised
manpower or raw materials, a major incident affecting the production of substitutes, fires, explosions, an action or   failure of the Services or Public Authorities,  acts of war,  sabotage,   an insurrection, a riot, various disturbances of Public Order, an interruption or delay in transport, a pandemic,   a cyberattack, without this list being exhaustive,  it will be exempt from its obligation.
The unaffected Party may suspend the performance of its own obligations for the duration of the suspension due to force majeure. The party affected by the case of force majeure will implement all the necessary provisions to try to fulfill its obligations.
However, beyond thirty (30) days and in case of impossibility to continue the contract for a legitimate reason and in good faith, and subject to notification within thirty (30) days, the contract will terminate unless agreed in writing between the parties.
To be invoked by MPT, Force Majeure must have been notified to the Customer by Registered Letter with Acknowledgment of Receipt within 8 days at the latest of its occurrence.
In case of suspension of the contract, the costs of safeguarding will be borne by the Party invoking Force Majeure.
 
ARTICLE 8. TRANSFER OF RISKS
 
The agreed delivery conditions are interpreted in compliance with the Incoterms agreed between the parties that are in effect on the date of the closing of the sale. If necessary, the Customer undertakes to obtain an insurance contract to cover the risks of loss, theft or destruction of the designated merchandise, with the contracts having to make an explicit reference to the ownership right of MPT.
Without prejudice to the provisions to be taken relative to the carrier, complaints with regard to obvious defects or to the non-conformity of the delivered product relative to the ordered product or to the dispatch note must be submitted in writing, within eight days of the reception of the products.
The Customer must provide all proof relative to the reality of the identified defects or anomalies.
 
ARTICLE 9. RESERVATION OF TITLE
 
MPT retains ownership of goods sold until the actual payment of the entire price, in principal and accessory amounts, insofar as this reservation of title is accepted by the legislation of the country where the merchandise is located at the time of the complaint and provided all conditions required for its application have been met.
For the purposes of this clause, the delivery of an instrument creating an obligation to pay (bill of exchange or other) does not constitute a payment.
Any payment not carried out on its due date can result in the recovery of the goods or of any product of a similar type and a similar quality.
For the purposes of exercising the right of recovery for the benefit of MPT, the Customer undertakes, when so requested, to allow an inventory of the parts in its possession, without the need for any procedure of any kind.
If the Customer intervenes on the delivered parts, notably for the purpose of their transformation for resale to a user customer, it undertakes, at the time of the resale, to transfer to MPT, in an amount equal to the sum owed to it relative to the payment of the price of the parts, the resulting credit obligation for the new buyer.
It cannot pledge them as a security or transfer their ownership as a guarantee.
After a formal written notice sent by Recorded Delivery Letter that has gone unanswered within an interval of eight days, the sale will be cancelled as of right; the Customer will remain responsible for return expenses, and advances paid to MPT will remain the property of the latter in application of the penalty clause.
Notwithstanding the above-mentioned assignment of receivables, the Customer remains jointly and severally liable to MPT for the payment of the price.
The resale authorisation is automatically withdrawn in case of judicial settlement or liquidation; in this case, MPT can carry out the recovery of the merchandise within three months of the delivery of the judgment that initiated the procedure. In case of a merchandise seizure carried out by third parties, the Customer is required to so inform MPT without delay.
None of these provisions hinders the transfer to the Buyer, according to the chosen Incoterm, of the risks of loss or deterioration of the goods sold, and of the damage that they could cause.
Failing that, it will be considered to have fraudulently disposed of merchandise held on deposit.
 
ARTICLE 10. INSPECTION TERMS
 
10.1. MPT is obliged to deliver parts that comply with the requirements of the TS agreed at the time of the order, or with the master workpieces expressly accepted by the Customer. Indeed, no foundry piece can, by nature, be exempt from particularities inherent in the foundry process, and it is up to the Customer to precisely define, in its TS, the extent of the inspection that it wishes to have carried out for the acceptance of the parts, in keeping with the usage of the said parts.
- Acceptance is carried out within the framework of the appropriate standards, according to the terms included in the TS agreed when the order was placed and within 8 days maximum
This notably applies to the principle and provisions for the non-destructive inspections used by MPT, the purpose of which is to verify the absence of redhibitory defects in the texture of the metal that cannot be identified by a simple visual inspection. These inspections can only be determined on the basis of the design of the parts.
In particular to determine the conditions for the application of the guarantee on delivered parts as defined in the next article, the Customer must consequently, in all cases, indicate in its request for proposals, the nature and provisions for the tests and non-destructive inspections that it has decided upon, the portions of the part subject to these inspections and the severity classes used to establish the nullifying character or not of the possibly identified defects.
- In the absence of specifications specific to the inspections of the parts ready for delivery, MPT performs only a visual and dimensional inspection, in compliance with the standards applicable to the product.
– From a quantitative viewpoint, the number of parts indicated in the order is authoritative, except in case of the production of a series, where there is a tolerance of +/- 5%; for parts sold by weight, the actual weights are authoritative, with the weights given in the offer and order being only approximate.
 
ARTICLE 11. GUARANTEE
 
– With the exception of wearing parts, MPT’s guarantee entails re-establishing the conformity or replacing, at no cost, parts recognised by both parties as being non-compliant with the provisions of the TS agreed at the time of the order, or with the master workpieces expressly accepted by the Customer.
Under no circumstances does the guarantee cover:
the design of the parts, even in the event of a proposal from the Seller relative to the form and the metallurgical characteristics;
the mistakes arising from the drafting of the TS
obvious defects.
damage caused by a defective part, during its usage and during the interruptions of operations that may result therefrom;
the operational expenses pertaining to the parts before their commissioning, notably inspections and machining, as well as assembly and disassembly;
the consequences of incidents resulting from unforeseeable circumstances or force majeure, or replacements or repairs that would result from normal equipment wear, deterioration or accidents resulting from negligence, lack of surveillance or maintenance, or improper usage of the equipment.
the parts provided by the Customer, modified by them or replaced with a part of another origin.
- In the absence of special provisions, MPT’s guarantee applies to defects that come to light within an interval of twelve months (contractual guarantee period).
The guarantee period starts with the delivery date (cf. art 7.1).
Replacement parts or overhauled parts are guaranteed under the same terms and conditions as the original equipment, and for a new interval of 12 months, in the absence of contrary provisions expressly agreed between the parties. Should the replaced part be incorporated into an assembly, this provision does not apply to the equipment’s other parts, for which the guarantee period is extended only for an interval equal to the time during which the equipment was immobilized. Under no circumstances may the Customer request the replacement of the assembly of which the defective part is part.
- Beyond the aforesaid 12-month interval, MPT can no longer be pursued with regard to the guarantee except under the conditions indicated in article 1641 et seq. of the Civil Code, i.e. with the Customer having the burden of proof to bring to light the existence of a hidden defect in the delivered products, which makes them unsuitable for their purpose and that existed prior to delivery and within a maximum period of 12 months after delivery
– The right to a contractual or legal guarantee is only available to the Customer if the latter forthwith informs MPT, in writing, of the defects that it attributes to the delivered products, while producing proof of their reality. It must allow the necessary observations and the efforts made to remedy the indicated defects. It must also refrain, without the express agreement of MPT, from carrying out the repairs itself, or having them carried out by a third party. Non-compliance with this obligation results in the ipso facto forfeiture of the contractual and/or legal guarantee.
In the event of disagreement on the method of repairs or the responsibility for the disorder, the parties agree to call on a third party expert appointed jointly from a list of professionals in the sector enjoying the necessary independence. In the absence of agreement on the name, the parties agree that it may be appointed by the President of the Commercial Court of Paris at the simple request of one of the parties.
- It is the responsibility of MPT to remedy any defects in the delivered products, at its expense and with all due dispatch. The defective product will be replaced under the same delivery conditions as the main order.
In principle, the works resulting from the guarantee obligation are carried out in the MPT workshops after the Customer has returned the equipment or the defective part(s) for the purposes of repair or replacement. MPT accepts no return without prior authorisation.
Nevertheless, should the repair have to be carried out on the installation site in view of the nature of the equipment, MPT will cover the manpower costs corresponding to this repair, after prior agreement with the Customer with regard to their amount, with the exception of time spent on preliminary or preparatory tasks, on disassembly and re-assembly operations rendered necessary by the usage or layout conditions of the equipment in question, and with regard to elements not included in its deliverable.
Unless indicated otherwise in the order, the transport cost for the equipment or defective parts, as well as that for returning repaired or replaced parts, is the Customer’s responsibility. This also applies to the travel and accommodation expenses for MPT personnel in case of repairs on the installation site.
Limitation of Liability
MPT's liability is strictly limited to compliance with contractual specifications. MPT must carry out the product or service requested by the Customer, in compliance with the rules of the art of his profession.
MPT's liability shall be limited to direct material damage caused to the Customer as a result of faults attributable to MPT in the performance of the contract.
MPT will not be required to compensate for immaterial or indirect damages such as: operating losses, profit, opportunity, commercial damage, loss of profit.
MPT is not obliged to compensate for the harmful consequences of faults committed by the Customer or third parties in connection with the performance of the contract.
MPT is not liable for damages resulting from the use by the Customer of technical documents, information or data emanating from the Customer or imposed by the latter.
MPT's civil liability, all causes combined with the exception of bodily injury and gross negligence, is limited to a sum capped at the amount of the supply collected on the day of the service.
The Customer guarantees the waiver of recourse by its insurers or third parties in contractual relationship with it, against MPT or its insurers beyond the limits and exclusions set out above.
11.6 - Any part made by a subcontractor will be subject to the warranty conditions of the latter.
 
ARTICLE 12. RESCINDING
 
Should the Customer fail to honour any of its obligations, the sale will be rescinded as of right, without prejudice to the legal damages that could be claimed against the Customer.
Rescinding will take effect one month after the sending of a formal written notice, by Recorded Delivery Letter with acknowledgment of receipt, or any means of electronic communication showing receipt, that has gone unanswered.
By way of derogation from the provisions of Articles 1217, 1219 to 1223 of the Civil Code and except for sufficiently serious non-performance of MPT, the Customer may not suspend, refuse to perform his obligation, continue the execution in kind, have the order executed, or request a price reduction.
 
ARTICLE 13. MISCELLANEOUS
 
13.1 PERSONAL DATA (GDPR)
The Customer declares and guarantees that all personal data transmitted by MPT under this contract will be processed in application of the Applicable Data Protection Regulations and in particular resulting from the European Regulation on Personal Data dated 27/04/2016 (EU Regulation 2016/679).  The Customer guarantees MPT that it undertakes to guarantee it against any action of third parties for non-compliance with the applicable legislation in this area.  MPT is authorised by the Customer to transfer this personal data to all of its subsidiaries.
13.2 Anti-corruption provisions
The Customer declares that it will comply with all legal provisions on bribery, influence peddling and favouritism, in particular those provided for by the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the Sapin II law of 9 December 2016 in France and all applicable laws where the contract will be applied.  The Customer declares and acknowledges that he will not pay, directly or indirectly, any sum to an official or representative of the administration to influence him in his decisions to buy the products. The same will apply to private companies for obtaining or maintaining a commercial contract.
13.3. Severability
If any of the clauses of this contract become unenforceable in whole or in part, this shall not affect the validity of the other clauses. The parties will seek together to replace the unenforceable clause with another valid clause in accordance with the intention of the parties and the general context of the contract.
13.4. Tolerance
The failure of a party to this contract to perform its rights under this contract shall not be considered a waiver of its rights.
13.5. Scope of the contract
This contract constitutes the sole and entire agreement between the parties and supersedes all prior oral or written agreements or commitments, and except for written and signed agreements of both parties entered into after the signing of this Agreement.
An exchange of emails with identical provisions will be worth agreement between the parties.
This contract may, however, be subject to modifications imposed by the mandatory provisions of public law applicable in the country of performance.
13.4. Modifications
No modification may be made to this contract without the written agreement signed by the authorised representatives of each of the Parties.
 
ARTICLE 14. APPLICABLE LAW - ASSIGNMENT OF JURISDICTION
 
14.1-The present contract is governed by French law with regard to its interpretation and execution, thereby excluding the Vienna Convention of 11 April 1980 on the international sale of merchandise.
In the absence of an arbitration agreement expressly included in the order’s special terms, the parties agree, in the event that no amiable solution can be found within a maximum of 60 days,
Except in case of emergency, disputes that may arise will be submitted to mediation in accordance with the Mediation Rules of the CMAP (Centre de Médiation et d'Arbitrage de Paris) to which the parties declare to adhere, and in case of failure will give exclusive jurisdiction to the Commercial Court of PARIS, notwithstanding plurality of defendants or calls in guarantee. This jurisdiction also applies in matters of summary orders.  All subject to the provisions of Article 11.4 relating to expertise.
However, if it is a plaintiff, MPT reserves the right to refer the matter to the Court of the Customer's registered office.
14.3 the French language shall prevail in the event of translation into another language.
14.4 All actions relating to sales between the parties shall be time-barred within one year of delivery.