General Terms and Conditions

Relating to Goods and/or Service

1. Purchase Orders and Acceptance
1.1. These General Terms and Conditions, together with the Purchase Order (“Purchase Order”) issued by YAPAMA Côte d’Ivoire SAU (the “Company”), constitute the entire agreement (the “Agreement”) between the Company and the supplier or service provider (the “Supplier”) specified in the Purchase Order. The Company and the Supplier are also individually referred to as a “Party” and collectively as the “Parties.”

1.2. The Supplier shall acknowledge receipt of and confirm its acceptance of the Purchase Order within three (3) business days following its issuance. Unless the Supplier provides express written objection within this period, the Purchase Order shall be deemed accepted by the Supplier.

1.3. If a valid and signed agreement exists between the Parties regarding the Products or Services, that agreement shall prevail and govern the Purchase Order (PO), and these General Terms and Conditions shall not apply. In the absence of such a valid and signed agreement, this Agreement supersedes any other agreement, arrangement, correspondence, or representation between the Parties, whether oral or written, relating to the subject of the Agreement. Any additional or other terms set by the Supplier shall not apply. However, if necessary, any other document issued or exchanged between the Parties in connection with the subject matter hereof shall be subject and subordinate to this Agreement, which shall prevail in the event of any inconsistency or ambiguity. Acceptance of deliveries or services or payment by the Company does not constitute acceptance of any other terms or additional conditions proposed by the Supplier that are inconsistent with those set forth in this Agreement, except as expressly agreed in writing by the Company. No amendment or modification of the Agreement shall be effective unless accepted in writing by authorized representatives of each Party.

1.4. Notwithstanding the foregoing, if the Parties enter into a binding written agreement relating to the Products (as defined below), the Purchase Order shall be governed by such agreement, and these General Terms and Conditions shall not apply.

2. Delivery and Packaging
2.1. The Supplier shall deliver to the Company the goods and/or services specified in the Purchase Order (the “Products”) in the quantity, quality, and on the date specified in the Purchase Order, accompanied by documentation, specifications, and any other documents in both French and English that are related to or necessary for the use of the Products. Early or partial deliveries or services require the Company’s written consent. The Supplier shall reimburse the Company for all costs incurred in the event of under- or over-supplied quantities, including costs and expenses for returning the Products to the Supplier. The Supplier acknowledges that the timelines for performance under the Agreement are mandatory.

2.2. Deliveries of Products under the Purchase Order shall be made in accordance with the Incoterm specified in the Purchase Order at the location designated by the Company.

2.3. The Supplier shall immediately inform the Company of any hindrance and/or delay in the preparation or execution of the Purchase Order and shall specify the measures to be taken to minimize such delay, which shall be at its own expense. Notwithstanding the foregoing, in the event of non-compliance with the agreed delivery or performance deadlines, the Company may waive performance and terminate the Agreement, while reserving the right to claim damages in court. In accordance with the relevant Incoterm specified in the Purchase Order, the Supplier shall be responsible for managing all logistics related to the supply of the Products, including, without limitation, land, air, or sea transportation, shipping, tracking, and customs clearance.

2.4. For the supply of goods, the Supplier shall comply with the Company’s packaging, labeling, and delivery instructions. A packing list and invoice shall accompany the delivered goods. For goods intended for export, services shall not be included in the packing list or invoice (services must be invoiced separately). The Supplier shall indemnify the Company for any taxes or customs duties paid by the Company relating to items listed in the invoice or packing list that are not goods purchased under this Agreement. In the absence of specific instructions from the Company, the packaging shall be appropriate for the deliveries and mode of transport, providing protection against damage and moisture during transport and storage. In all cases, packaging is considered an integral part of the Product. Without prejudice to the foregoing, all Hardware must be delivered complete and in its original sealed packaging.

3. Purchase Order Modifications
3.1. Upon the Company’s request to modify or cancel a Purchase Order (or any part thereof) (a “Modification”), the Supplier shall make its best efforts to supply the goods or perform the services in accordance with the quantities or specifications modified at the Company’s request, without penalty or liability to the Company. If a Modification results in an increase or decrease in the price or the delivery/performance timeline of the Purchase Order, the Parties shall promptly and in good faith negotiate a fair adjustment to the price, delivery schedule, or both, and the Purchase Order shall be amended in writing accordingly.

3.2. Notwithstanding the foregoing, the Company shall have the right to postpone the delivery of goods or the performance of services (or any part thereof) at any time upon providing written notice prior to the delivery date specified in the Purchase Order for the period agreed upon by the Parties.

4. Transfer of Ownership and Risk
For the delivery of goods and the provision of services necessary for the operation of the Products (e.g., installation, commissioning, training), risk shall transfer to the Company upon receipt by the Company at the designated delivery location specified by the Company, in accordance with the Incoterm specified in the Purchase Order. 

5. Acceptance and Warranty5.1. Goods
5.1.1. Following delivery and during the Warranty Period, the Company (or its client) may conduct acceptance and quality assurance tests and notify the Supplier of any non-conformities, requiring their rectification in accordance with the provisions herein and applicable law.

5.1.2. The Supplier warrants that, during the Warranty Period, all goods delivered under this Agreement will be (i) new (at delivery), in perfect condition, and free from design, manufacturing, and material defects; (ii) of the required level and quality, in compliance with the Purchase Order and all samples, drawings, and specifications provided or published by the Supplier, as well as any other agreed-upon specifications and quality requirements; (iii) fully functional and suitable for their intended use; (iv) free from liens, encumbrances, and third-party rights; (v) not infringing any intellectual property rights; and (vi) certified and compliant with official, legal, and safety regulations of the countries of production, destination, and those of the Company.

5.1.3. Products rejected by the Company for non-conformity with the Purchase Order or Product specifications, whether supplied by the Company or with the Products, may be returned to the Supplier at the Supplier’s risk and expense. At the Company’s request and discretion, the Supplier shall either (i) repair or replace and deliver the Products to the Company at the Supplier’s cost, or (ii) refund the amounts paid for the Products following cancellation of the Purchase Order (or part thereof) by the Company. The Supplier shall respond to this request within a reasonable timeframe and shall be responsible for reasonable direct damages resulting from a breach of the warranties above. The foregoing does not limit the Company’s legal remedies.

5.2. Services
5.2.1. The Supplier warrants that, during the Warranty Period, all services provided under the Agreement will be free from defects and/or errors, performed in accordance with the terms and conditions of the Agreement, and delivered by qualified and trained personnel.
5.2.2. The Supplier shall correct any non-conformity and/or fault at its own expense and without cost to the Company as soon as reasonably possible after the Company’s first written request. Any work undertaken to remedy a warranty breach must be performed continuously and as quickly as possible, recognizing that timely action is essential.
5.2.3. The Supplier assumes full responsibility for all damages and losses resulting from non-conformities, defects, and/or faults, including, without limitation, design defects, whether provided or performed by the Supplier or any other person acting on its behalf.

5.3. Regarding Hardware and Software – After delivery and during the Warranty Period (as defined below), the Supplier shall ensure that all hardware and software Products are registered with the original equipment manufacturer (OEM) or relevant manufacturer and provide maintenance and support services in accordance with the manufacturer’s service level agreements (SLAs). The Supplier shall ensure that all maintenance and support rights are activated and properly registered in the name of the Company and/or the End User.
Software licenses must include access to updates, patches, and upgrades in accordance with the manufacturer’s SLA. Any delay or failure in the activation and/or provision of maintenance or support services shall be the sole responsibility of the Supplier.

5.4. If training services are to be provided by the Supplier, it shall submit to the Company, for review and approval, the complete training program and plan, including on-site training, schedule, dates, content (syllabus), location, requirements, recommended number of participants for successful operation of each Product, and required qualifications (the “Training Plan”). After final approval by the Company, the Supplier shall commence the training in accordance with the approved Training Plan. Training shall be conducted in both French and English.

5.5. “Warranty Period” means the period agreed in writing by the Parties and at minimum for Products and Services: (i) 24 months from delivery of the Products or performance of the Services, as applicable, or (ii) 12 months from installation of the Products, whichever is later. For hardware or software Products, the Warranty Period corresponds to that provided by the OEM or manufacturer of the relevant Hardware or Software.

5.6. The Company reserves the right to withhold any payment, in whole or in part, until (i) the Supplier fully fulfills its obligation to correct errors, defects, or provide replacements in accordance with the Agreement, or (ii) the Parties agree on alternative measures such as, but not limited to, termination, price reduction, or damages. The withheld amount shall be proportional to the Supplier’s liability, as determined by the Company.

5.7. If the Supplier fails to correct errors or defects in the Services or Products, or fails to deliver replacement Products within a reasonable timeframe set by the Company, the Company may (i) at the Supplier’s expense, undertake the rectification or replacement itself or engage a third party to do so, or (ii) cancel the Purchase Order or part thereof.

5.8. If Products are manufactured or produced using materials or products provided by the Company, or based on documents or information supplied by the Company (collectively, the “Company Materials”), such Company Materials shall remain the exclusive property of the Company. From the moment Company Materials are delivered to the Supplier, the Supplier shall be solely responsible for any loss or damage to the Company Materials, and for any resulting damage to the Company. Upon execution of the Purchase Order, or upon the Company’s written request, the Supplier shall (i) return the Company Materials to the Company or (ii) indemnify the Company by paying the required price to redeem the Company Materials upon first request, and shall compensate the Company for any resulting damage.

6. Invoices, Pricing, and Payment
6.1. The Company shall pay the price for the Products as specified in the Purchase Order, which price is final. The price is exclusive of VAT and includes all other taxes, customs duties, fees, and charges, which shall be the sole responsibility of the Supplier, if and to the extent imposed. The price includes all expenses incurred by the Supplier and all costs related to any subcontractors or suppliers engaged by the Supplier in connection with the Purchase Order.

6.2. Unless expressly agreed otherwise in writing, all payments for the Products shall be made by bank transfer and shall be paid within sixty (60) days end of month from the receipt of the invoice by the Company in the form required by law for Products or Services provided under this Agreement (i.e., current month + 60), provided that such invoice has been reviewed and pre-approved by the Company.

6.3. In cases where Services are invoiced on an hourly basis, the invoice must detail the actual hours worked, which must be pre-verified by the Company, and these hours shall not exceed the maximum number of hours agreed in writing by the Parties, unless prior written approval for overtime has been granted by the Company.

6.4. Tax invoices shall be issued no earlier than the date of provision of the Products or Services, but under no circumstances shall invoices be accepted more than one hundred eighty (180) days after the date of delivery of the Products or completion of the Services. A separate invoice shall be issued for each delivery, unless otherwise instructed by the Company. All provisions, legal or otherwise, relating to interest on late payment of invoices are expressly excluded from this Agreement, and the Supplier irrevocably waives any such rights.

6.5. Invoices shall include the following information. Non-compliant invoices may result in delayed payment:
(i) Full name, registration number, and official address of the Company, as indicated on the Purchase Order.
(ii) The invoice date must not precede the date of delivery of the Products (or the agreed date for the payment of a deposit or corresponding payment milestone) or the completion date of the Services. For Services provided continuously, invoicing may occur according to agreed milestones, subject to prior approval by the Company.
(iii) Payment terms as specified in the Purchase Order.
(iv) Purchase Order number.
(v) Details of Products and Services.
(vi) Supplier’s company information (full name, address, phone numbers, email address, registration and/or tax file number).
(vii) Supplier’s complete bank account details.
Non-compliant invoices may result in delayed payment.

6.6. The Supplier shall send the tax invoice by email along with a copy of the Purchase Order to the email address from which the Purchase Order was sent to the Supplier.

6.7. The Supplier’s right to receive payment is subject to:  (a) the execution of the Purchase Order as specified and to the satisfaction of the Company; (b) presentation of a proper tax invoice approved by the Company; (c) withholding tax on payments due to the Supplier, as required by law; (d) receipt of an original confirmation, stamped by the bank where the Supplier holds an account, consistent with the Supplier’s bank account information (payments shall only be made to the Supplier’s bank account).

6.8. Payment of invoices does not imply that the corresponding deliveries or services comply with the Agreement.

6.9. The Company may withhold or offset any payment due to the Supplier against any charge, liability, or debt owed by the Supplier to the Company or which, under the Purchase Order, must be paid or invoiced to the Supplier.

7. Advance Guarantee
Unless expressly agreed otherwise in the event that the Company undertakes to pay the Supplier an advance, the Supplier shall provide the Company with a bank guarantee issued by a first-class bank, in a form approved by the Company, as a condition for receiving such advance. The guarantee shall be for the amount of the advance and shall remain in force at least until the date of delivery of the Products or completion of the Services.

8. Confidentiality and Non-Competition
8.1. Each Party, the Supplier and the Company, shall commit and ensure that its personnel and subcontractors maintain strict confidentiality and shall not disclose to any third party any non-public information or any information otherwise obtained in connection with the other Party, its affiliates and/or subsidiaries, obtained from such other Party or anyone on its behalf, whether orally, in writing, or by any other means, except as necessary to properly fulfill its obligations under these terms. Such information includes, but is not limited to, all information, data, financial data, diagrams, information regarding end-users, customers, sub-distributors, service providers and subcontractors, suppliers, documents, methodologies, future plans, product information, personnel, pricing, security measures, work procedures, payment terms, and the like (the “Information”). The Information may only be used for the purpose for which it was provided.

8.2. The Information is the exclusive property of the Party disclosing the Information, and all rights thereto are reserved. Accordingly, the Party receiving the Information undertakes to return the Information and any derivatives thereof to the disclosing Party immediately after the execution of the Purchase Order or upon request by the disclosing Party.

8.3. The Company shall not be responsible for the content of information, data, drawings, specifications, and materials provided to the Supplier in connection with the Purchase Order.

8.4. During the term of this Agreement and for a period of 24 months thereafter, the Supplier shall not, directly or indirectly, engage in any business activity that competes with or claims to compete with the Company.

8.5. This Section 8 shall survive the termination of this Agreement.

9. Intellectual Property Rights
9.1. The Supplier hereby grants the Company a non-exclusive, transferable, worldwide, and perpetual license (including after termination of the Agreement, for any reason) to (i) use the software components of the Products and their documentation and distribute them worldwide, free of charge and/or royalties, and (ii) transfer its above rights to any third party, at its sole discretion, without any payment or obligation to inform the Supplier or obtain its consent.
The Supplier undertakes to register the above-mentioned acts in the special register of the Ivorian Intellectual Property Office (OIPI).

9.2. All copyrights, patents, trade secrets, trademarks, and other intellectual property rights, including moral rights in any form whatsoever, that have been or will be created by the Supplier or anyone acting on its behalf during the execution of the Purchase Order or in relation thereto, including the Products (excluding pre-existing intellectual property rights), schematics, recordings, notices, specifications, documents, reports, drawings, plans, calculations, data, software, computerized products, documentation, models, tools, etc., whether or not transmitted to the Company in tangible form (the “Inventions”), shall be considered “works made for hire” and shall be the exclusive property of the Company. The Supplier shall acquire no copyright or ownership rights in the Inventions as a result of executing the Purchase Order and shall transfer ownership to the Company immediately upon completion of their execution and shall not use them without the explicit written consent of the Company. The Supplier shall promptly sign and deliver to the Company any waiver and/or assignment documents necessary to ensure that all rights in the Inventions are irrevocably assigned to the Company.

9.3. The Supplier shall indemnify the Company, its successors, assigns, customers, and Product users from and against any loss, liability, or damage, including costs and expenses, arising from any claim that the manufacture, use, sale, or resale of the Products infringes the intellectual property rights of a third party, and the Supplier shall, upon notice, defend any action or claim of such infringement at its own expense.

9.4. The Supplier shall not use the Company’s name, logo, trademarks, writings, or any other design that may be associated with the Company, in any media or document, including on the Internet.

9.5. This Section 9 shall survive the termination of this Agreement.

10. Liability
10.1. The Supplier shall indemnify the Company, including its directors, shareholders, employees, representatives, and any third party, for any damages, losses, claims, demands, expenses (including legal fees, dispute resolution costs, and reasonable settlement expenses), and liabilities (including bodily injury or death) arising from: (i) any omission, breach, or non-compliance with the terms of this Agreement, or any negligent or wrongful act of the Supplier, its subcontractors, or representatives, and/or (ii) any damage to or destruction of real or personal property caused by the Supplier, its subcontractors, or representatives. This indemnity shall survive the termination of this Agreement.

10.2. The Supplier hereby irrevocably waives any claim or demand against the Company in the event the Supplier incurs expenses or suffers losses in connection with this Agreement or the execution of the Purchase Order. The Supplier hereby releases the Company and those acting on its behalf from any liability for loss or damage that may occur to any property and/or equipment of any kind brought by the Supplier and/or any person acting on its behalf onto the Company’s premises and/or used by the Supplier, provided that this release shall not apply in favor of any person causing willful or malicious damage.

10.3. This Section 10 shall survive the termination of this Agreement.

11. Insurance
11.1. Without prejudice to the Supplier’s liability under this Agreement and applicable law, the Supplier shall, at its own expense, obtain and maintain for the duration of the Agreement and/or the duration of the services, with a duly licensed and reputable insurance company, the following insurance:
11.1.1. General Liability Insurance covering the Supplier’s legal liability for bodily injury and/or property damage with a limit of at least USD 1,000,000 per occurrence and in the aggregate during the insurance period. This insurance shall extend to indemnify the Company and those acting on its behalf for liability arising from the Supplier’s operations, subject to a cross-liability clause. The policy shall expressly state that the Company and/or the property of any affiliated company are considered third parties under the policy and shall provide worldwide territorial coverage.
11.1.2. Employer’s Liability Insurance covering the Supplier’s liability to its employees for bodily injury and/or occupational illness that may be sustained by any of them during and as a result of their employment in the performance of the work and/or service, subject to a liability limit of at least USD 2,000,000 per claimant, per occurrence, and in the aggregate. The insurance shall include a waiver of subrogation rights against the Company and those acting on its behalf, provided that such waiver shall not apply in favor of any person who caused the insured event through willful or malicious conduct.
11.1.3. For professional service providers, such as engineering, planning, supervision, programming, and other related software services:
In addition to the insurance required under Section 11.1, the Supplier agrees to procure and maintain professional liability insurance with a coverage limit of at least USD 1,000,000 per claim and in the aggregate during the insurance period.
The Professional Liability Insurance (where applicable) shall be maintained for an additional period of 36 months after the completion date of the services/performance of the work and shall include an extended reporting period of 12 months.
The Professional Liability Insurance shall cover the Supplier’s legal liability for any claim or demand made for the first time during the insurance period arising from any act of negligence, error, or omission by the Supplier and/or any person acting on its behalf in the performance of the Work and/or Service. The Professional Liability Insurance shall have a retroactive date that is not later than the start date of the services/start date of the work performed by the Supplier and/or any person acting on its behalf.
The Professional Liability Insurance shall be extended to indemnify the Company for any liability it may incur due to any bodily injury and/or property damage as described above, and/or any liability it may incur due to any act of negligence, error, or omission as mentioned above, subject to a cross-liability clause.

11.2. It is agreed that the Supplier’s insurance and the Professional Liability Insurance shall expressly include the following General Conditions:11.2.1. The insurances shall be considered primary to any insurance maintained by the Company, and the insurer waives any claim and/or demand concerning participation in the Company’s insurance policies.
11.2.2. The Supplier shall strictly comply with all requirements and conditions of the Insurance and Professional Liability Insurance, shall ensure the policies are properly implemented, and shall bear solely the cost of premiums and all deductibles.
11.2.3. The policies shall be subject to worldwide territorial and jurisdictional limits.
11.2.4. The policies shall include a clause stipulating that the good-faith non-compliance by the Supplier with its obligations and/or any good-faith breach of any policy condition shall not affect the Company’s rights to obtain indemnity under the policy.
11.2.5. If the policy contains an exclusion for gross negligence, the Supplier shall ensure that such exclusion is removed; it is understood that the foregoing does not affect the insured’s obligations and/or the insurer’s rights under the law.

11.3. In the event that the Supplier sends employees and/or subcontractors on its behalf, or if the Supplier itself (“Personnel”) travels to an African country to provide Services under this Agreement, the Supplier represents and undertakes as follows:
11.3.1. The Supplier acknowledges that travel and stays in developing countries involve high risks.
11.3.2. Regardless of any travel and logistics services provided by the Company to the Personnel, the Supplier assumes full responsibility for any injury, illness, or other damage (collectively, the “Damages”) suffered by the Personnel during their travel. The Company shall not be held liable for any Damages to the Personnel unless such Damage is caused by the Company, it being expressly agreed that a failure to protect the Personnel from Damages shall not be considered as Damage caused by the Company.
11.3.3. Before the departure of the Personnel, the Supplier must (i) inform the Personnel that the Supplier is fully responsible for the entirety of the travel, and (ii) obtain the Personnel’s agreement that any claim related to the travel shall be made against the Supplier, and in no event shall any claim be brought against the Company.
11.3.4. Upon first request, the Supplier must indemnify and hold harmless the Company, its directors, officers, shareholders, employees, and agents from and against all liabilities, claims, damages, costs, and expenses (including legal fees) arising from or in connection with any claim, action, or other proceeding brought by or on behalf of any member of the Personnel in relation to the subject matter of this Agreement.

11.4. The Company reserves the right to require the Supplier to provide proof of insurance for the aforementioned policies.

12. Subcontracting and Relationship Between the Parties
The Supplier shall not assign, transfer, or otherwise dispose of this Agreement, in whole or in part, nor subcontract any of its obligations under this Agreement, except with the prior written consent of the Company. Upon request, the Supplier shall provide the Company with a list of subcontractors engaged in the provision of its Products or Services. The Supplier shall be responsible for, and liable for, its agents, subcontractors, suppliers, officers, directors, and employees, as well as any assignees, and their respective agents, subcontractors, suppliers, officers, directors, employees, and assignees.

13. Term and Termination
13.1. This Agreement shall enter into force upon the Supplier’s acceptance of the Purchase Order in accordance with Section 1.2 herein and shall remain in effect until the Parties have fulfilled all their obligations under this Agreement, except as otherwise terminated in accordance with these provisions.

13.2 .The Company may terminate this Agreement (a) if the Supplier breaches any provision or fails to fulfill any of its obligations under this Agreement, including warranty obligations, within the time specified in the notice of default from the Company and the Supplier fails to remedy such default to the full satisfaction of the Company within that period; (b) in the event of the Supplier’s insolvency, bankruptcy, or voluntary dissolution and/or in the case of any petition filed in this regard, or if the Supplier assigns its assets for the benefit of creditors during the term of this Agreement; (c) in the event of a force majeure lasting more than ninety (90) days; or (d) for any reason whatsoever by providing the Supplier with thirty (30) days’ prior written notice in accordance with the conditions agreed upon by the Parties.

13.3. Upon expiration or termination in accordance with this Section 13, the Supplier shall be entitled only to payments due in respect of Products accepted by and actually delivered to the full satisfaction of the Company. The Company shall not be liable to the Supplier for any compensation, reimbursement, or damages related to such termination, expiration, or non-renewal.

13.4. The termination or expiration of this Agreement shall not alter or diminish the obligations and liabilities of either Party incurred prior to the date of termination, including the warranties provided by the Supplier with respect to this Agreement and/or the Products delivered prior to the termination date.

13.5. “Force Majeure” means causes beyond the reasonable control of a Party which could not have been foreseen, prevented, or avoided, in whole or in part, through the exercise of reasonable diligence and care. Force Majeure may include, by way of example but not limited to, circumstances beyond the control of the affected Party such as natural disasters, acts of public enemies, acts of government or any department or agency thereof, as well as fires, floods, earthquakes, epidemics, quarantines, riots, wars, civil insurrections, freight embargoes, labor conflicts, and exceptionally severe weather conditions. The Party affected by a Force Majeure event shall notify the other Party within three (3) business days.

14. Compliance
14..1. The Supplier represents that neither it (if the Supplier is an individual) nor its directors, officers, employees, agents, and direct or indirect shareholders, and any natural or legal person acting on its behalf, including its subcontractors (collectively, the “Associated Persons”), are government officials or employees (if the Supplier is an entity), and that no government official or employee holds a direct or indirect interest in the Supplier or has or will have any beneficial interest under this Agreement. The Supplier undertakes, on its own behalf and on behalf of its Associated Persons, to be aware of and comply with the anti-corruption provisions and books and records requirements of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the Council of Europe Criminal Convention on Corruption, the Council of Europe Civil Law Convention on Corruption, the United Nations Convention against Corruption, the UK Bribery Act 2010, and any other laws and standards promulgated from time to time by the United Nations, the European Union, or the United Kingdom of Great Britain and Northern Ireland relating to bribery and corruption, and with all laws and regulations prohibiting bribery, corruption, and similar unethical business practices, including the Company’s then-current Anti-Corruption Policy (collectively, the “Compliance Rules”). Without limiting the foregoing, the Supplier represents and warrants, on its own behalf and on behalf of its Associated Persons, that it has not, and will not, directly or indirectly, make, offer, promise, or authorize any payment, benefit, or other item of value in violation of the Compliance Rules. Without prejudice to any rights or remedies of the Company, any prohibited payment, offer, promise, or authorization constitutes a material breach of this Agreement. The Supplier shall indemnify, defend, and hold harmless the Company and each of its directors, shareholders, officers, employees, and agents from any financial loss or damage suffered as a result of the Supplier’s actions or those of any person acting on its behalf in violation of the Compliance Rules.Any violation of the Compliance Rules by the Supplier or any person acting on its behalf constitutes grounds for immediate termination of this Agreement without any liability to the Company. In such case, the Company shall be entitled to recover any amounts already paid to the Supplier. The Supplier shall cooperate with (i) any investigation to determine whether the Supplier has violated the Compliance Rules, including after the termination of this Agreement, and (ii) any audit of its activities in connection with this Agreement. The Supplier shall maintain accurate, complete, and transparent accounting records, provide invoices relating to its expenses, and submit periodic reports to the Company in the format provided by the Company.

14.2. The Supplier acknowledges and agrees that no portion of any payments made under this Agreement shall be used, directly or indirectly, to make an improper or illegal payment, bribe, commission, or other benefit to any person or entity, including, but not limited to, government officials, Politically Exposed Persons (PEPs), or State-Owned Enterprises (SOEs). All payments made by the Company under this Agreement shall be solely related to the agreed Services or Products and shall not be used for any other purpose than the performance of the terms and obligations of this Agreement.

14.3. This Section 14 shall survive the termination of this Agreement.

15. Miscellaneous
15.1. This Agreement shall apply for the benefit of the Company and its successors and assigns and shall bind the Supplier and its successors. The Supplier may not assign this Agreement, the Purchase Order, or any part of its obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement or the Purchase Order to any of its affiliates without the Supplier’s consent.

15.2.The Supplier shall comply with all applicable laws, regulations, standards, and policies governing the Products, including, but not limited to, applicable EU and/or U.S. export control regulations, as well as all applicable environmental, health, and safety regulations.

15.3. The Company and the Supplier shall each remain independent contractors responsible only for their own actions and shall not act as an agent, partner, joint venture, employee, or trustee of the other. Nothing in this Agreement shall be construed as creating a partnership, employment, or agency relationship between either Party or their personnel. Neither the Company nor the Supplier shall have the authority to bind the other.

15.4. The Supplier shall act in good faith and with integrity in all dealings with the Company and any third party. The Supplier shall not engage in deceptive, misleading, or unethical practices that could harm the Company or the relevant project. In particular, the Supplier shall (i) not make any payment or provide any benefit, directly or indirectly, to the Company’s personnel or representatives and shall promptly report to the Company any request for improper financial or other advantages; and (ii) not request or receive any improper financial or other advantage outside the compensation payable under this Agreement.

15.5. Any notice to be given to the Supplier under this Agreement shall be in writing and may be delivered in person or by courier, by registered or certified mail, or by electronic communication capable of producing a printed copy, to the postal or email address of a Party indicated in the Purchase Order, or to any other address or email specified by a Party by written notice to the other Party. Such notice shall be deemed given and received upon successful transmission if sent electronically, or, if delivered, upon delivery.

15.6. The Supplier shall have no lien, set-off, retention, or other right or encumbrance on the Company’s property for any amounts due from the Company under this Agreement or otherwise.

15.7. If any provision of this Agreement becomes illegal, invalid, or unenforceable, it shall be considered separate or severable from this Agreement, and the remaining provisions shall remain in full force and effect.

15.8. This Agreement shall be governed by and construed in accordance with the laws of Côte d’Ivoire (which shall, for the avoidance of doubt, also apply to all non-contractual obligations owed by one Party to another arising out of or in connection with this Agreement). The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and shall not apply. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to the competent courts of Côte d’Ivoire.