Our purchase terms and conditions

1. SCOPE HDF ENERGY – PURCHASE TERMS AND CONDITIONS

1.1 These General Terms and Conditions of Purchase (hereinafter referred to as the "GTC") govern all purchase orders for tangible goods (hereinafter referred to as the "Products") and service provisions (hereinafter referred to as the "Services") (collectively referred to as the "Deliverables") issued by HDF ENERGY (hereinafter referred to as "HDF") to any supplier (hereinafter referred to as the "Supplier") upon acknowledgment, confirmation, or execution of the purchase order (hereinafter referred to as the "Purchase Order") by the Supplier.

1.2 The applicable terms may vary depending on the nature of the Deliverables (provision of goods, performance of services, or intellectual services). Specific clauses may be tailored to reflect these distinctions without affecting the validity of other provisions.

1.3 The term "Party" or "Parties" refers collectively to HDF and the Supplier, as well as any entity or individual acting on behalf of either Party in connection with the performance of these GTC.

1.4 These GTC form an integral part of each Purchase Order and take precedence over the Supplier's general terms and conditions of sale. Any contrary terms or conditions contained in quotations, invoices, or other documents originating from the Supplier shall be deemed null and void.

2. PURCHASE ORDER

2.1 No commencement of performance may occur without the issuance of a Purchase Order by HDF.

2.2 The Supplier shall accept the Purchase Order by either (i) sending an acknowledgment of receipt to HDF by mail or email within seven (7) calendar days from the date specified on the Purchase Order or (ii) beginning the execution of the Purchase Order.

2.3 By accepting the Purchase Order, the Supplier acknowledges having received all necessary and material information required to undertake and fulfill the Purchase Order. It is the Supplier's responsibility to request any additional information deemed necessary.

2.4 Any modifications to the Purchase Order requested by the Supplier, including minor changes, must receive prior written approval from HDF. Failing this, HDF reserves the right to cancel the Purchase Order without compensation.

2.5 All tools and other resources provided or ordered by HDF—such as samples, drawings, plans, standards, models, documents, or spare parts—shall remain the exclusive property of HDF. The Supplier undertakes to take all necessary precautions, including in use, maintenance, and storage, to keep them in perfect condition. The Supplier must also secure adequate insurance covering all risks of damage or loss, including any operating losses incurred by HDF due to their unavailability.

2.6 For Services provided on HDF's or its client's premises, the Supplier shall oversee and monitor the execution of the Purchase Order on-site and provide HDF with periodic updates on the progress of the work. If the Services are performed on HDF's premises, HDF may, at any time, require the Supplier to present documentation proving the legality of the employment contracts of personnel working on-site. Additionally, the Supplier undertakes to comply with all applicable safety regulations and HDF’s code of conduct.

3. PACKAGING AND SHIPPING DOCUMENTS

3.1 Packaging must comply with the specifications outlined in the Purchase Order. It must be designed to withstand normal shocks and loads encountered during transport and handling (e.g., individual packaging with part references, wooden crates, strapped cartons, or strapped pallets).

3.2 Pallets must adhere to standard dimensions, specifically 1200x800 mm (EURO pallet type). The maximum pallet height is 1350 mm, and the maximum loaded pallet weight is 500 kg.

3.3 Each package must include a packing list visibly affixed to the package(s), containing the following mandatory information: - - - - - - HDF Purchase Order number. Total number of packages and the specific package number. Delivered quantity and unit of measurement. Total package weight. Lot number and/or serial number of the delivered supplies. Delivery address as indicated in the Purchase Order, along with any other specifications required by the Purchase Order. Parts may be grouped in a single package or pallet to optimize packaging. Each packaged reference must be clearly identifiable (the part reference must be displayed on the individual packaging) to ensure proper identification for stock management and quality/quantity checks.

3.4 The Supplier shall email the shipping documents (delivery note and the packing list) to HDF. Packaging will be approved upon the first delivery to HDF’s site and may be subject to adjustments.

4. DELIVERY – PERFORMANCE – DELAYS

4.1 Delivery and performance deadlines specified in the Purchase Order are mandatory and constitute an essential condition of the Purchase Order. The Supplier shall notify HDF of any incident that may jeopardize compliance with these deadlines as soon as it becomes aware of such an event. Furthermore, the Supplier commits to taking all necessary measures to avoid or minimize the consequences of such delays.

4.2 The Supplier must submit a detailed report to HDF within seven (7) business days of notifying them of the incident. This report must include the status of the Purchase Order, the reasons for the delay, the revised execution date, and an action plan outlining the measures taken and/or to be taken to prevent or mitigate the delay. Failure to provide this information within the stipulated timeframe will result in a penalty of 0.1% of the price of the affected Deliverable per day of delay in communication, without prejudice to HDF’s rights.

4.3 These penalties will be applied based on milestones defined between HDF and Supplier during the Purchase Order.

4.4 Without prejudice to HDF’s right to terminate the Purchase Order and claim damages, the Supplier shall automatically be liable, without prior notice, for a delay penalty of 0.3% of the total price of the affected Deliverables per calendar day of delay, capped at 15% of the total price of the Deliverables in question. HDF shall notify the Supplier of the penalties incurred, which will be deducted from payments due to the Supplier.

4.5 If the delay exceeds one (1) month, HDF reserves the right to terminate the Purchase Order, without prejudice to its right to claim damages.

5. DELIVERY ACCEPTANCE

5.1 No early delivery of the Deliverables will be accepted without the prior written authorization of HDF. The Supplier will bear all direct or indirect costs resulting from early or late delivery of the Deliverables.

5.2 In performing the Purchase Order, the Supplier is subject to a result-oriented obligation and an enhanced duty of care towards HDF.

5.3 Any Deliverable will only be considered accepted after verification, by HDF or any person authorized by HDF, of its compliance with the terms and specifications of the Purchase Order, as well as with applicable standards.

5.4 Each delivery of Products must be accompanied by a duly issued certificate of conformity, certifying compliance with the contractual specifications defined by HDF.

5.5 HDF has a period of 48 hours from receipt to perform visual checks on the Deliverables. After this period, any noncompliance will be handled under the warranty provisions outlined in Article 7 hereof.

5.6 Upon delivery of the Deliverables, HDF will decide whether to accept or reject them. The signature of the delivery note confirms the acceptance of the Deliverables, subject to the warranty rights outlined in Article 7.

5.7 In the event HDF notifies the Supplier of a nonconformance affecting the Products: (i) the Supplier must take containment actions within one (1) business day of notification; (ii) a detailed corrective action plan must be submitted to HDF within seven (7) business days of notification.

6. PRICE, INVOICING AND PAYMENT TERMS

6.1 Unless otherwise stated in the Purchase Order, the Deliverables are delivered under the Incoterm "DAP, Delivered at Place" (Incoterms® 2020) to the following address: 35 rue Jean Duvert 33290 Blanquefort.

6.2 The prices of the Deliverables specified in the Purchase Order are fixed and non-revisable upwards. Prices are "including packaging," including all taxes, duties, and levies of any kind incurred by the Supplier in delivering the Products and generally performing the Purchase Order, except for Value Added Tax (VAT), which will be invoiced by the Supplier in addition to the agreed price.

6.3 The invoices must be issued in two (2) copies by the Supplier and must be sent to HDF's accounting department at the following address: . The invoices must include the following details: the references of the Purchase Order, the order line number, a full description of the Deliverables, the number of items ordered and delivered, the serial number and/or batch number (if applicable), the currency in accordance with the Purchase Order, the country of origin, and the customs code (if applicable), the dates and references of the delivery note, and the detailed price for each Deliverable. The invoices must also specify the payment due date.

6.4 Unless shorter payment terms have been agreed between the Parties, or are imposed by applicable regulations, payments will be made forty-five (45) days from the end of the month in which the invoice was issued.

6.5 In case of non-compliance with the requirements of the Purchase Order, HDF shall have the right to reject the invoice. In such case, the invoice may be returned to the Supplier with a description of the non-compliance, and the Supplier will issue a new invoice; the payment period will begin from the date of issue of the new invoice.

6.6 Payment of the invoice by HDF does not imply acceptance of Deliverables nor waiver of the warranty rights provided for in Article 7 hereof.

7. WARRANTY

7.1 The Supplier guarantees that the Deliverable complies with the specifications and conditions of the Purchase Order.

7.2 Without prejudice to statutory warranties, the contractual warranty period is twenty-four (24) months from the date of f inal delivery of the Deliverables. The contractual warranty consists, at HDF's discretion, of the free replacement or repair of the Product (parts and labor) and/or replacement of the Service. The Supplier undertakes to carry out the replacement or repair within fifteen (15) calendar days from the declaration of defect or non-compliance of the Product and/or Service.

7.3 The Supplier will bear all resulting costs, whether incurred by the Supplier, HDF, or a third party.

7.4 The replacement or repair of a defective item during the warranty period will trigger a new warranty period identical to the original contractual warranty period.

7.5 The Supplier remains responsible for any damage arising from defects or non-conformity suffered by HDF and/or HDF's customers.

7.6 The Supplier guarantees the availability of all spare parts necessary for the proper functioning of the Products for a minimum period of ten (10) years from the date of delivery.

7.7 The Supplier undertakes to notify HDF in writing, within a maximum of three (3) business days from the moment the Supplier becomes aware of any risk or situation of obsolescence affecting one or more components of the Products. This notification shall be accompanied by viable alternative proposals, ensuring the continuity of supply and the compliance of the Products.

7.8 In the event of bankruptcy, or any other equivalent procedure affecting the Supplier's solvency and/or viability, the Supplier agrees to inform HDF as soon as possible and to place all necessary plans, documents, and information into an escrow account held (lawyers/notary/insurance).

8. QUALITY REQUIREMENTS by a third party

8.1 The Supplier agrees to provide HDF with the quality deliverables required in the Purchase Order no later than seventy-two (72) hours before delivery of the Products to the following email address: .

8.2 The Supplier is prohibited from modifying the specifications communicated by HDF without HDF's prior written approval. Any proposed modification that could affect the conformity of the Products or the delivery schedule must be notified in writing to HDF at least one (1) month before implementation.

8.3 The Supplier acknowledges that HDF will periodically evaluate its performance. The criteria and results of these evaluations will be communicated to the Supplier, who will be required to implement a corrective and/or improvement plan if the results are deemed unsatisfactory by HDF, within the timeframes defined by HDF.

8.4 HDF reserves the right to audit the Supplier, particularly in the case of non-compliance notification. In this regard, the Supplier agrees to provide HDF with access to its premises, as well as all documents and records related to the production, control, and traceability of the Products.

8.5 The Supplier declares and guarantees to HDF that it will comply with the technical standards and the applicable French and European legislative and regulatory provisions, including the RoHS Directive and the REACH regulation.

8.6 The Supplier agrees to inform HDF if any Product contains a substance listed on the ECHA Candidate List at a concentration exceeding 0.1% mass/mass.

8.7 The Supplier commits to adhering to any provision related to its relationships with its staff or subcontractors, concerning health, hygiene, safety, product traceability, and environmental protection.

9. CONFIDENTIALITE

9.1 Each Party undertakes not to disclose, except with the express written authorization of the other Party, any documents, specifications, plans, and other written and/or oral information (hereinafter referred to as the "Information") received during the execution of the Purchase Order, to any person other than those responsible for performing the Purchase Order and for its purposes.

9.2 This confidentiality obligation will remain in effect during the entire performance of the Purchase Order and for five (5) years following its completion.

9.3 Each Party undertakes to take all necessary measures with its staff and any individuals or entities with whom it is in contact to ensure that this confidentiality is maintained.

9.4 The Supplier will return to HDF all Information, and any copies made after completion of the Purchase Order, or at any time upon HDF's request.

10. TRANSFER OF TITLE AND RISKS

10.1 The transfer of title will take place upon delivery of the Products or progressively as the Services are performed.

10.2 The transfer of risks to HDF occurs at the moment of delivery of the Deliverables.

11. FORCE MAJEURE AND UNFORESEEABILITY

11.1 The Supplier will notify HDF in writing, with supporting documentation, of any force majeure event impacting the Order within five (5) business days of the occurrence of the force majeure event, specifying its anticipated duration and effects.

11.2 Events such as social conflicts (excluding general strikes), national and international, increases in raw material prices, and COVID-19 are specifically not considered as force majeure events.

11.3 If all or part of the Order is delayed due to force majeure for a period exceeding thirty (30) days, HDF will have the right to terminate the Order automatically by sending a registered letter with acknowledgment of receipt.

11.4 The Parties expressly waive the right to invoke the provisions of Article 1195 of the French Civil Code (unforeseeability).

12. LIABILITY

12.1 The Supplier is subject to an obligation of result regarding the performance of its obligations under the Order.

12.2 The Supplier shall be liable for any direct damages, whether physical, material, or immaterial, caused to HDF or to third parties, and attributable to itself or its agents, employees, subcontractors, suppliers, or service providers.

12.3 The Supplier will indemnify HDF for any material or immaterial damage resulting from a breach of its contractual obligations, up to the total amount of the Order. This limitation of liability does not apply in cases of gross negligence or fraudulent acts by the Supplier, nor in cases where the law imposes liability without limitation.

12.4 No provision of the Order shall exclude or limit the Supplier's liability for infringement of intellectual property rights, breach of confidentiality obligations, violation of personal data legislation, violation of cybersecurity obligations, or export control regulations.

12.5 The Supplier remains fully and jointly liable to HDF for the execution of the Order by any of its subcontractors.

13. INSURANCE

13.1 Without limiting the liability of the Supplier under these terms, the Supplier agrees to subscribe to and maintain with reputable insurers insurance policies with appropriate coverage and limits, considering the risks involved and for the entire duration of those risks.

13.2 In this regard, the Supplier shall maintain insurance covering its assets, personnel, and damages caused to HDF and third parties, including but not limited to: Pre-delivery Liability Insurance, Post-delivery Liability Insurance, Professional Liability Insurance, Product Liability Insurance, etc.

13.3 The Supplier agrees to provide HDF, upon request and at least once per year, all insurance certificates issued and signed by its insurers, certifying the existence, coverage, and validity of all insurance policies subscribed. These certificates should also include the latest risk prevention inspection report from the Supplier's insurer.

13.4 The Supplier will notify HDF of any changes, suspensions, or cancellations that may affect the scope of coverage under the insurance policies relevant to the Order, including any reduction in coverage or insured capital.

13.5 The Supplier agrees to fulfill all its obligations to the insurer to ensure the maintenance and application of its insurance coverage. The Supplier must accurately report the nature of its activities to its insurers and pay its insurance premiums on time.

14. TERMINATION

14.1 Without prejudice to any claims for damages, either Party may terminate all or part of the Order in the event of a serious breach of the other Party’s obligations. Such termination will take effect thirty (30) calendar days after receipt of a formal notice sent by registered letter with acknowledgment of receipt, which remained ineffective after this period. The notice must specify the breaches in question and request the defaulting Party to remedy them.

14.2 In the event of termination of the Order under the conditions of Article 14.1 above, the Supplier agrees, upon HDF's request, to transfer to HDF the stock of raw materials and/or finished, semi-finished, and/or safety stock used for the execution of the Order and held by the Supplier as of the termination date. The terms of the transfer of these stocks will be agreed upon by the Parties.

14.3 In the event of termination of the contract concluded by HDF with its own client, HDF may terminate all or part of the Order at any time, with thirty (30) calendar days' notice, by informing the Supplier of its decision by registered letter with acknowledgment of receipt. The Parties will discuss the consequences of this termination for the Supplier, particularly regarding any compensation or adjustments related to commitments made by the Supplier.

14.4 No delay or failure by HDF in exercising a right or remedy under the Order will be construed as a waiver of that right or remedy.

15. GENERAL PROVISIONS

15.1. ASSIGNMENT The Supplier may not assign all or part of its rights and obligations under these terms without prior written consent from HDF. Any assignment made in violation of this provision will be considered null and void.

15.2. WAIVER The failure of either Party to enforce any provision of these terms, or to accept its non-performance, temporarily or permanently, will not be construed as a waiver of its rights and will not affect the validity of these terms in any way.

15.3. SUBCONTRACTING The Supplier may not subcontract all or part of its obligations under the Order without the prior written consent of HDF. In the case of authorized subcontracting, the Supplier will remain fully responsible for the performance of the subcontracted obligations, in accordance with Article 12.2 of these terms.

15.4. PERSONAL DATA PROTECTION (GDPR) The Parties agree to comply with applicable regulations regarding the protection of personal data, particularly the General Data Protection Regulation (GDPR). As a data controller or processor, the Supplier agrees to implement all necessary measures to ensure the confidentiality, security, and integrity of personal data processed in connection with the Order. The Supplier will promptly inform HDF of any personal data breach and fully cooperate in managing any consequences.

15.5. ENTIRE AGREEMENT These terms constitute the entire agreement between the Parties and supersede any prior oral or written agreement concerning the same subject matter. Any modification of these terms must be made by an amendment signed by both Parties.

15.6. SEVERABILITY If any provision of these terms is declared invalid or unenforceable by a competent court, the remaining provisions will remain in full force and effect. 15.7. GOVERNING LAW The Order shall be governed by French law, with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). In the event of a dispute, and if an amicable resolution cannot be reached, the dispute will be submitted to the Commercial Court of Bordeaux

15.7. GOVERNING LAW The Order shall be governed by French law, with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). In the event of a dispute, and if an amicable resolution cannot be reached, the dispute will be submitted to the Commercial Court of Bordeaux.