20/03/2026

Reference Framework Agreement - Provision of equipment and services

This Agreement is entered into:

Between

BERGERAT MONNOYEUR, a simplified joint-stock company registered with the Bobigny Trade and Companies Register under number RCS B 380 231 316,

Residing at 117, rue Charles Michels 93208 Saint-Denis,

Represented by Jean-Marie BASSET, acting in his capacity as Chairman, duly authorised for the purposes of this Agreement

Hereinafter referred to as "BERGERAT MONNOYEUR",

And

………………………………………, as a company registered with the Trade and Companies Register under number ………………………….,

Residing at…………………………………………………….,

Represented by …………………………, acting in his capacity as ………………………….., duly authorised for the purposes of this Agreement

Hereinafter referred to as the "SERVICE PROVIDER",

BERGERAT MONNOYEUR and the SERVICE PROVIDER being collectively designated by the "Parties" or individually the "Party".

IT IS HEREBY AGREED AS FOLLOWS:

Table des matières

• Preamble
• Article 1 – Purpose of the Agreement
• Article 2 – Term of the Agreement
• Article 3 – Purpose of the Agreement
• Article 4 – Monitoring indicators
• Article 5 - Orders - Contractual documents
• Article 6 – Acceptance of order
• Article 7 – Performance of the Service
• Article 8 - Sub-contracting-Assignment
• Article 9 – Delivery and acceptance of Equipment and/or Services
• Article 10 – Compliance with delivery deadlines
• Article 11 – Transfer of risk and retention of title
• Article 12 – Packing – Transport
• Article 13 - Invoicing, Price and Payment terms
• Article 14 - Termination
• Article 15 – Health, Safety, Protection of health and working conditions
• Article 16 – Technical Assistance and Warranties
• Article 17 – Year-end bonus
• Article 18 - Fraud and Corruption
• Article 19 – Liability – Insurance
• Article 20 – Management of Framework Agreement
• Article 21 - Training
• Article 22 – Industrial and Intellectual Property – Confidentiality
• Article 23 – Protection of Personal Data
• Article 24 - Force majeure
• Article 25 – Economic dependence
• Article 26 – Applicable Law – Attribution of Jurisdiction

Preamble

BERGERAT MONNOYEUR, as the French dealer of Caterpillar machines selling machines in all sectors of activity: public works, mining and quarrying, roads, roadways, industry, landscaping and in the agricultural sector, is required to call on service providers with the technical and commercial skills to……….TO COMPLETE

As part of its purchasing policy, BERGERAT MONNOYEUR wishes to develop a lasting collaboration with the SERVICE PROVIDER, which the parties have agreed to formalise through this Framework Agreement.

It has hereby been agreed as follows:

Article 1 – Purpose of the Agreement

The purpose of this Framework Agreement is to set out the general framework of the commercial and contractual relationship between the SERVICE PROVIDER and BERGERAT MONNOYEUR, as well as the conditions applicable to orders likely to be placed between BERGERAT MONNOYEUR and the SERVICE PROVIDER.

The acceptance of an order is equivalent on the part of the SERVICE PROVIDER to the unreserved acceptance of all the clauses of this Framework Agreement.

It is understood between the parties that any stipulation provided for in the special conditions of the purchase order will prevail over this Framework Agreement for the purposes of the order.

Article 2 – Term of the Agreement

The agreement will be effective from …………

It is entered into for a period of…….. i.e. until………inclusive and may be terminated under the terms of Article 14.

At the end of this period, the Agreement will not be tacitly renewed, any renewal having to be the subject of an express agreement between the parties.

Article 3 – Purpose of the Agreement

This Agreement applies to the equipment and services referred to in the specifications attached to this Agreement in Annex 1 (hereinafter the "Equipment" and "Services") and is intended to apply to other equipment and services if the Parties expressly agree.

Article 4 – Monitoring indicators

BERGERAT MONNOYEUR shall carry out surveys to monitor the Equipment and Services with regard to the quality indicators indicated in this Article.

Failure to comply with the expected levels shall automatically give rise to the application of the penalties in accordance with the table below, without prejudice to the application of the provisions of Article 14.

In addition, once a year the Parties agree to conduct a review of the agreement, during which the following topics will be discussed:

• Presentation by BERGERAT MONNOYEUR of the summary of the evaluation of the SERVICE PROVIDER for the past year: quality, price and competitiveness of the Equipment and Services,
• Presentation by the SERVICE PROVIDER of its feedback on its collaboration with BERGERAT MONNOYEUR teams,
• Financial statement for the year: purchase volume, end-of-year bonus, payments, possible penalties
• Proposal by the SERVICE PROVIDER of areas for improvement formalised from an organisational point of view.
• Progress plan

Article 5 - Orders - Contractual documents

Before any order placed by BERGERAT MONNOYEUR, the SERVICE PROVIDER, taking into account its duty to advise, will endeavour to ask BERGERAT MONNOYEUR for any information it requires to fulfil the order in good professional practice and in accordance with the regulations.

Orders placed by BERGERAT MONNOYEUR under this Agreement will include the following information:

• Order date
• BERGERAT MONNOYEUR Purchase Order number
• The references or description of the Equipment and/or Services ordered
• Quantity of Equipment ordered
• Price excl. VAT and incl. VAT
• Precise delivery address
• Delivery date
• SERVICE PROVIDER quote no.

All technical documents and characteristics emanating from the SERVICE PROVIDER such as in particular dimensions, weight, technical characteristics, plans, communicated to BERGERAT MONNOYEUR before the order may not be freely modified by the SERVICE PROVIDER after the order without the express agreement of the Buyer.

Unless explicitly stated otherwise on an Order, the descending order of prevalence of the contractual documents is as follows:

• BERGERAT MONNOYEUR order
• Special conditions possibly negotiated between the Parties during the negotiation phase
• This Framework Agreement including its annexes:
  • Annex 1 Price schedule
  • Annex 2 Table of deadlines
• The General Terms and Conditions of Purchasing on the website https://www.bm-cat.com/fr-fr/conditions-génales-dachats
• SERVICE PROVIDER quote

Article 6 – Acceptance of order

The final acceptance of the order by the SERVICE PROVIDER will result from the SERVICE PROVIDER sending an acknowledgement of receipt of the order addressed without reservations within 48 working hours to BERGERAT MONNOYEUR from the date of receipt of the order.

It is understood between the parties that the acknowledgement of receipt of an order must include the following information:

• The references of the Equipment/Services ordered
• Quantities of Equipment/Services ordered
• Date of Order placement
• BERGERAT MONNOYEUR Purchase Order number
• The delivery date appearing on the order issued by BERGERAT MONNOYEUR
• Delivery location.
• The amount excl. tax per order line
• The amount excl. tax of total order
• SERVICE PROVIDER's quote no. with the reference to this Framework Agreement.

Article 7 – Performance of the Service

As the SERVICE PROVIDER is a recognised specialist in its field, it is its responsibility to propose the most suitable methods for the performance of the entrusted Services and the achievement of the expected results.

In the context of the Services, the SERVICE PROVIDER undertakes to carry out the work entrusted to it in accordance with the regulations, best practices and contractual requirements.

The SERVICE PROVIDER undertakes to inspect the site before any intervention and to have read the conditions required for the performance of the Services.

The SERVICE PROVIDER agrees to provide the following documents, as the case may be:

• A technical file within the meaning of the technical guide of 9 September 2019 intended to be given to the employer.
• A technical specification intended to be given to the end customer comprising:
  • Assembly instructions
  • Instructions
  • Maintenance notice
  • EC certificate
  • Declaration of incorporation

BERGERAT MONNOYEUR reserves the right to have any control carried out on the proper respect of the conditions of intervention in terms of safety, on the Services performed by the SERVICE PROVIDER which it deems necessary by an organisation of its choice.

Failure to comply with the security requirements will result in the termination of the Services.

If changes motivated by compliance with the regulations, decrees and directives in force on the date of signature of the Agreement are requested by the inspection body referred to above, the SERVICE PROVIDER must carry them out at its expense, without affecting the price schedule provided for in this Agreement or in the orders.

Article 8 - Sub-contracting-Assignment

If the SERVICE PROVIDER intends to use one or more subcontractors for all or part of the order, it must inform BERGERAT MONNOYEUR in advance and in writing and comply with the requirements laid down by the texts and in particular by Law no. 75-1334 of 31/12/1975.

The SERVICE PROVIDER may not assign this order to any third party without the prior express consent of BERGERAT MONNOYEUR.

Article 9 – Delivery and acceptance of Equipment and/or Services

Each delivery of Equipment or Services must be accompanied by a delivery note or intervention report including the following information, failing which the SERVICE PROVIDER may not claim any payment for such a delivery or service:

• Delivery slip/intervention report identification number
• Order number
• Case number (V xxxxx)
• Order date
• Product reference
• Description of the Equipment or Service as mentioned in the order
• Certificate of compliance where applicable
• Quantity delivered and, where applicable, serial number and individual product number of the Equipment
• Number of parcels if any
• Whether there is a customs document and transport document in accordance with the regulations in force as well as any other documents required for customs clearance operations in the context of imports

In the absence of any provision to the contrary in the order, delivery of the product will be on delivery to the premises of BERGERAT MONNOYEUR.

BERGERAT MONNOYEUR shall accept the Equipment or the Services when they are delivered or, where applicable, once they are installed or commissioned, it being specified that such acceptance shall not constitute final acceptance by BERGERAT MONNOYEUR, which reserves the right to refuse any Equipment or Services that prove not to comply with the order.

The Service Provider shall remain responsible for the conformity of the products and/or services both in terms of quality and quantity.

Any Equipment or Service refused by the representative of BERGERAT MONNOYEUR will be removed by the SERVICE PROVIDER within 8 days of notification by BERGERAT MONNOYEUR of the refusal of delivery. Failing this, the Supply will be returned to it at its own expense and risk.

Article 10 – Compliance with delivery deadlines

The stipulated delivery deadlines are mandatory.

In the event of non-compliance with the delivery deadlines, BERGERAT MONNOYEUR is entitled (i) to refuse the delivery and (ii) to terminate the order by operation of law, as well as (iii) to use other suppliers, without prejudice to damages due by the SERVICE PROVIDER to BERGERAT MONNOYEUR.

In any event, in the event of non-compliance with the delivery deadlines, BERGERAT MONNOYEUR is entitled to claim late payment penalties from the SERVICE PROVIDER equivalent to two percent (2%) of the total amount of the order per calendar day of delay. The parties may stipulate a different rate as a special condition.

For any delay, the SERVICE PROVIDER will be sent a penalty notice containing the information relating to the order number, the nature of the incident and the damage suffered.

The SERVICE PROVIDER has a period of three (3) days from the receipt of the notice of penalty and the attached documents to contest in writing the amount of penalties to BERGERAT MONNOYEUR and must justify this dispute.

In the absence of a challenge to the penalty notice and proof of this challenge, BERGERAT MONNOYEUR may issue an invoice or a debit note to the SERVICE PROVIDER. The payment period for the invoice or debit note is the same as that provided for invoices relating to the sale of services.

If the damage suffered by BERGERAT MONNOYEUR as a result of delivery delays exceeds the penalties for delay, BERGERAT MONNOYEUR is entitled to claim full compensation for the damage suffered as a result of such delays.

Article 11 – Transfer of risk and retention of title

Ownership and risks are transferred to BERGERAT MONNOYEUR on the date of actual delivery or upon signature of the acceptance certificate if acceptance is provided for in the contractual documents.

Article 12 – Packing – Transport

The Equipment must be correctly and sufficiently packaged by the SERVICE PROVIDER who will be responsible for any shortages and damage resulting from insufficient packaging.

Each package must be clearly marked.

Packaging, in the absence of special provisions indicated on the order, is the responsibility of the SERVICE PROVIDER (free of charge).

Transport, in the absence of special provisions indicated on the order, is the responsibility of the SERVICE PROVIDER (free of charge).

Article 13 - Invoicing, Price and Payment terms

To send invoices, the SERVICE PROVIDER has two options:

In addition to the information required by the laws and regulations, the SERVICE PROVIDER undertakes to include the following information in all the invoices it issues:

Order Number or Routing Code: The invoice must always include an order number or routing code*:

• The order number must be shown on your invoice,
• The routing code (R or S + 5 digits) must be shown in the billing address: BERGERAT MONNOYEUR Buyer reference: "Routing Code" TSA 20002 93411 LA PLAINE SAINT DENIS CEDEX

*the routing codes will be sent to you by the Purchasing department or Accounting department

Mandatory SERVICE PROVIDER information:

• Invoice or Credit Note + Number + Invoice document date
  For credit notes, please specify the invoice number on the document. The invoice document must be unique.
• Company Name + Address + SIRET code (company registration number) of the issuing establishment + European Union VAT number
  This information is required to identify you
• Description of work and/or Goods supplied + Quantity invoiced
  In the event of re-invoicing for items subject to different VAT rates, each rate must appear on the invoice. In case of exemption, specify the reference to the relevant provision of the French Tax Code (CGI).
• Total amount exclusive of VAT, amount of VAT, and Amount inclusive of VAT
• Payment method and bank details
  If the invoice has been assigned to a factor, write the word "assigned" and the factor's bank details.
• Currency
  The invoice must be denominated in the same currency as our order.
• For each product from an EU country (excluding France) or country outside the EU
  Country of manufacture and customs code

Unless otherwise stipulated in the special terms and conditions of the order, the prices mentioned in each order are defined in Annex 1 of this Agreement, are firm, non-revisable and fixed and include all costs, expenses and remuneration necessary for the execution of the order.

Unless otherwise agreed, invoices will be payable by bank transfer 60 days from the issue date of the invoice.

BERGERAT MONNOYEUR has the right, within the limits of the legal provisions, to offset the sums that the SERVICE PROVIDER would be liable to it on any basis whatsoever under the order.

In the event that the SERVICE PROVIDER claims late payment penalties, these penalties will be limited to an amount equivalent to that which would result from the application of a rate equal to three times the legal interest rate.

Article 14 - Termination

BERGERAT MONNOYEUR may, at any time and at its sole discretion, automatically terminate for convenience all or part of the order, by simple notification of termination addressed to the SERVICE PROVIDER without it being necessary to resort to any legal procedure.

The sole remedy available to the SERVICE PROVIDER as a result of such termination will consist, in addition to the right to payment of the sums due to the SERVICE PROVIDER for the part of the Order duly executed and delivered prior to the termination, of being able to claim compensation equal to the amount of the damage actually suffered by the SERVICE PROVIDER and which the latter can prove to be a direct consequence of the termination, it being expressly agreed that this amount may in any event never exceed 5% of the balance of the sums that the SERVICE PROVIDER would have received under the order in the absence of termination of the latter by BERGERAT MONNOYEUR.

If the SERVICE PROVIDER defaults in the performance of any of its obligations or ceases to perform an order (each of these assumptions constituting an "Event of Default") and if, within 72 hours of receipt by the SERVICE PROVIDER of a notice of default addressed by BERGERAT MONNOYEUR, the SERVICE PROVIDER fails to remedy the Event of Default, BERGERAT MONNOYEUR may, in its sole discretion, by simple notice of termination addressed to the SERVICE PROVIDER and without it being necessary to resort to any legal procedure, terminate all or part of the order and/or compensate any damage or loss that may result from this Event of Default by any sum due to the SERVICE PROVIDER under the order or otherwise.

It is further understood between the parties that this Framework Agreement may be automatically terminated by either party due to the non-performance by either party of the obligations incumbent upon it under this Agreement one month after the sending of a formal notice that has remained ineffective by the defaulting party.

The parties agree that termination of an order for any reason will not automatically result in termination of the Framework Agreement.

Article 15 – Health, Safety, Protection of health and working conditions

15.1 Employees of the SERVICE PROVIDER

The SERVICE PROVIDER undertakes to comply with all international and French laws and regulations relating to recruitment, working hours and remuneration, and in general all regulations relating to labour law.

It represents in particular the following:

• To only employ employees who are properly salaried and registered;
• To comply with the obligations set forth in the Labour Code relating to concealed work and the employment of unlicensed foreigners;
• To comply with its obligation to employ disabled, war mutilated and similar workers, as set out in the Labour Code;
• To comply with all applicable tax and social security obligations;

Consequently, it undertakes to provide BERGERAT MONNOYEUR, no later than the date of signing of this Framework Agreement and subsequently every 6 months for the 1st document, with the following documents:

• A document attesting to the regularity of the social situation of the SERVICE PROVIDER with regard to Regulation (EC) no. 883/2004 of 29 April 2004 mentioning that the SERVICE PROVIDER is up to date with its social declarations and the payment of the related contributions, or an equivalent document or, failing that, a certificate of provision of the social declarations and payment of the social security contributions and contributions provided for in Article L 243-15 of the Social Security Code.
• An excerpt of the registration in the Trade and Companies Register (K or K bis) or a quotation, advertising document or business correspondence mentioning the name or company name, full address and registration number in the Trade and Companies Register.
• Sworn statement indicating the willingness or unwillingness of the SERVICE PROVIDER to call on employees of foreign nationality and, if so, a sworn statement certifying that these employees are or will be authorised to exercise a professional activity in France.

The SERVICE PROVIDER undertakes to provide BERGERAT MONNOYEUR with updated documents as soon as a modification occurs or a document lapses.

The SERVICE PROVIDER's staff shall in all circumstances remain under the hierarchical and disciplinary authority of the SERVICE PROVIDER, who alone shall be entitled to issue directives and instructions of this nature.

The SERVICE PROVIDER shall be solely responsible for the recruitment, training and supervision of its staff assigned to executing the orders. It warrants to remunerate its staff in accordance with its obligations.

15.2 Health and Safety

Set of applicable rules

The SERVICE PROVIDER undertakes to comply with all its legal obligations and to comply fully with any regulatory requirements in terms of health and safety.

If all or part of the services are rendered at the BERGERAT MONNOYEUR site, the Parties undertake, so as to ensure the safety of persons and property, to strictly apply the obligations arising from Articles L4121-5, R4511-1 et seq. of the French Labour Code incumbent on them as well as the orders or other rules pursuant to this regulation.

More generally, the Parties acknowledge as applicable all additional or replacement professional standards in force at the date of execution of the services relating to health, safety and health protection.

In this regard, the Parties also acknowledge as applicable to the services the provisions relating to health and safety at work contained in BERGERAT MONNOYEUR's internal rules as well as the procedures relating to the same themes previously brought to the Supplier's attention.

Prevention Plan / Safety Protocol:

The SERVICE PROVIDER shall take all measures to ensure compliance with the procedures relating to the prevention plan and safety protocol as follows:

PREVENTION PLAN:

In accordance with the provisions of the French Labour Code - Article R 4511-1 et seq. and any additional or replacement provisions, the Supplier agrees to:

• contact the Service performance coordinator appointed by BERGERAT MONNOYEUR to conduct a risk visit eight days prior to starting the performance of the services;
• draw up a prevention plan, where applicable, no later than three days before the start of the performance of the Services and/or upon becoming aware of hazardous work and/or work lasting more than 400 hours per year for the operation;
• comply with and ensure compliance with the health and safety instructions and standards applicable on the site where the services are carried out.

SAFETY PROTOCOL:

In accordance with the Decree of 26/04/1996 made pursuant to Article R 4511-1 of the French Labour Code, the loading or unloading operations carried out by the Supplier transporting the goods, from or to a place outside the BERGERAT MONNOYEUR premises, must be the subject of a written document called "Safety Protocol" replacing the "Prevention Plan".

The SERVICE PROVIDER will take all the measures to ensure under its own responsibility, the medical supervision of its staff, in accordance with the law of 11 October 1946.

It is expressly agreed that BERGERAT MONNOYEUR may require the interruption of any service that does not comply with the safety standards or, more generally, the Prevention Plan, as well as the expulsion from its site of SERVICE PROVIDER's staff in the event of serious breach of these rules, without notice or prejudice to other actions available to it under the order or law and without the SERVICE PROVIDER being entitled to any compensation whatsoever.

15.3 Compliance with the regulation

The Equipment delivered and the Services provided must meet the legal and regulatory requirements in force in the country to which they are intended, whether these requirements are community/international and/or national, particularly in terms of health, safety and environment.

15.3.1 Machinery Regulation

In this respect, the SERVICE PROVIDER undertakes, in particular, to ensure that the Equipment delivered, including any supplies necessary for the performance of the Services, complies, where applicable, with the requirements imposed by Directive 2006/42/EC of the European Parliament and of the Council on machinery, Regulation (EU) 2023/1230 of the European Parliament and of the Council of 14 June 2023 on machinery, and any text that may replace, supplement, or amend them.

In the event of a modification to a machine already CE-certified, including where such modification is requested by BERGERAT MONNOYEUR, the SERVICE PROVIDER acknowledges that it assumes the responsibilities and obligations inherent to the status of manufacturer within the meaning of the Machinery Regulation and undertakes to:

• immediately inform BERGERAT MONNOYEUR in writing of any substantial modification to the Equipment, including related products;
• carry out any new risk assessment required;
• provide all updated technical documentation, including:
  • A detailed description of the modification and intended conditions of use
  • A complete risk assessment in accordance with ISO 12100
  • An updated technical file (drawings, hydraulic/electrical diagrams, calculation notes, welding and material certificates where necessary, test reports
  • Validation of safety functions (ISO 13849-1/-2) if the control system is modified
  • EMC assessment if electrical or electronic equipment is involved
  • Updated instruction manuals (safety, operation, maintenance) and list of wear parts
  • Required markings, labels, and nameplates
  • Incorporation declaration or draft declaration of conformity within the scope of the Service Provider

and generally, assist BERGERAT MONNOYEUR in any new CE Declaration of Conformity procedure aimed at obtaining CE marking.

The SERVICE PROVIDER shall be solely liable for the consequences of any non-compliant modification and shall indemnify BERGERAT MONNOYEUR against any claim, administrative penalty, or legal action arising from such modification.

Payment of the balance of the price shall be expressly conditional upon the effective and complete delivery of all compliance documents referred to above.

BERGERAT MONNOYEUR further reserves the right to verify, directly or through any appointed third party, the SERVICE PROVIDER's compliance with its regulatory obligations, notably by requiring immediate communication of all required analyses and certificates.

15.3.2 REACH Regulation and WFD Directive

With particular regard to Regulation (EC) no. 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the registration, evaluation and authorisation of chemicals ("REACH"), including as amended, and Directive (EU) 2018/851 of the European Parliament and of the Council of 30 May 2018 amending Directive 2008/98/EC on waste ("Waste Framework Directive" or "WFD"), the SERVICE PROVIDER warrants to BERGERAT MONNOYEUR that the Equipment is provided in accordance with the applicable provisions, including but not limited to:

• Article 31 of REACH (Safety Data Sheet (SDS) requirements for certain substances and mixtures),
• Article 33(1) of REACH (obligation to provide information on substances on the candidate list of substances of very high concern for authorisation ("SVHC CL") exceeding 0.1% mass/mass (m/m) in the articles),
• Article 9(1)(i) of the WFD (notification of substances of concern in "SCIP" products) to the European Chemicals Agency ("ECHA") on the supplied articles containing SVHC CL greater than 0.1% m/m, as transposed into the national law of the Member State where the product is placed on the market (in France Article L. 521-5 III of the French Environmental Code via Ordinance no. 2020-920 of 29 July 2020 on the prevention and management of waste, and any implementing decree(s)).

For the purpose of complying with these provisions, the SERVICE PROVIDER must adhere to the applicable interpretations and guidelines, including but not limited to the decree of the Court of Justice of the European Union (CJEU) of 10 September 2015 in Case C-106/14 and the requirements or guidelines published by ECHA on REACH and SCIP communication.

For the avoidance of doubt, the SDS and the information of Article 33(1) of REACH, where applicable, must also be provided by the Supplier, if the latter is established outside the EU/EEA (European Economic Area).

In addition, the SERVICE PROVIDER must collaborate with BERGERAT MONNOYEUR and must provide it with the information that BERGERAT MONNOYEUR needs to enable it to comply with the obligations of REACH and WFD/SCIP.

For the avoidance of doubt, such information shall include at least the following:

• Where applicable, a declaration of absence of SVHC CL greater than 0.1% m/m with reference to the article as such, to any article making up the assembly of the product or to the complex object - as the case may be - at the time of delivery;
• Otherwise (exceeding the 0.1% m/m threshold), at least the "mandatory" information as determined by ECHA for the submission of a WFD/SCIP notification, as well as the information necessary to comply with Article 33 (1) of REACH;
• If the SERVICE PROVIDER (EU/EEA) has submitted a WFD/SCIP notification to ECHA, it must also provide the SCIP number of the product(s) concerned to BERGERAT MONNOYEUR;
• Relevant updates of the information provided in points i to iii after the delivery of the product, in particular when a substance in the product of more than 0.1% w/w is subsequently added to ECHA's list of SVHC CL.

15.4 Ethics / Corporate Social Responsibility (CSR)

The MONNOYEUR Group, to which BERGERAT MONNOYEUR belongs, has adopted a "Code of Ethics and Good Conduct", available at https://monnoyeur.com/wp-content/uploads/Groupe_Monnoyeur_-_Code_Ethique_et_de_Bonne_Conduite_FR.pdf, and has implemented a Responsible Purchasing Charter which includes, in particular, the commitments of the United Nations Global Compact, to which the MONNOYEUR Group is a signatory.

The SERVICE PROVIDER undertakes to conduct its business, as well as its corporate strategy, under conditions compatible with the commitments in the Code of Ethics and Good Conduct and in the Responsible Purchasing Charter.

The MONNOYEUR Group also commits the SERVICE SUPPLIER to respect and promote the ten principles of the United Nations Global Compact in terms of human rights, working conditions, environmental protection and the fight against corruption.

As such, the SERVICE PROVIDER represents and warrants that it complies with and enforces, in particular in connection with the performance hereof, national and international treaties, agreements, laws and regulations and the fundamental principles applicable to business ethics (including corruption, conflict of interest, trading in influence, unlawful acquisition of an interest, favoritism, unlawful payments, money laundering and combating terrorism, financial transparency and honesty of information, competition law, public procurement rules, export controls, product regulations and environmental law).

In particular, the SERVICE PROVIDER will implement sound waste management policies (optimization of waste reduction: recycling, recovery, reuse and waste sorting), health and safety (analysis of activity risks for employees, identification of risks and provision of individual and collective protective equipment and access to safety training), environment (compliance with ISO 14001 or equivalent environmental management commitments).

To ensure compliance with these principles by the SERVICE PROVIDER , the latter agrees to participate in an evaluation of its practices.

To this end, BERGERAT MONNOYEUR will submit a CSR evaluation sheetfor the EcoVadis service provider within 3 months of the effective date of this Agreement, which the SERVICE SUPPLIER undertakes to deliver to BERGERAT MONNOYEUR within a maximum period of 6 months from the effective date of said Agreement.

In the event that the evaluation does not reach the required level, the SERVICE SUPPLIER must implement a corrective action plan which will be the subject of an evaluation.

The Parties agree that BERGERAT MONNOYEUR will make its best efforts to support the SERVICE SUPPLIER as part of the implementation of its corrective action plan.

BERGERAT MONNOYEUR reserves the right to terminate this Agreement and/or cancel an order with the SERVICE SUPPLIER who knowingly and repeatedly breached the Code of Ethics and Good Conduct and the Responsible Purchasing Charter and/or refuses to apply the corrective action plans.

Article 16 – Technical Assistance and Warranties

The SERVICE PROVIDER undertakes to provide the necessary elements for a technical understanding of its proposals.

It provides technical support with a privileged contact intervening at each stage of the execution of an Order: costing, production and after-sales support.

In the event of modifications to the Equipment or Services introduced by mutual agreement between the SERVICE PROVIDER and BERGERAT MONNOYEUR, these shall be implemented under the sole responsibility of the SERVICE PROVIDER. In particular, the latter remains the guarantor of the implementation, commissioning and reliability during the operating phase of the Equipment or Services.

The SERVICE PROVIDER warrants that all Equipment and/or Services delivered in connection with the order are new and free from any defect in design, structure, manufacture or installation and comply in all respects with the requirements of the Framework Agreement and or the Order as well as the applicable legislation taken to mean all laws, regulations and industrial standards applicable to the Equipment and/or Services; are covered by all warranties provided for in this document and by all those expressly or implicitly provided by law, are merchantable, are of superior quality and made of top-grade materials, and are suitable for the use for which they were originally designed and for which they were ordered by BERGERAT MONNOYEUR.

Without prejudice to any of the rights vesting in BERGERAT MONNOYEUR by virtue of the applicable laws and regulations, including regarding latent defects, the SERVICE PROVIDER undertakes, at any time before the expiry of a period of thirty-six (36) months from effective delivery of the Equipment, including in the event that the Equipment is resold to its clients, to promptly repair or replace, at BERGERAT MONNOYEUR's option, any defective products at the SERVICE PROVIDER's sole expense and risk, and to bear all costs and expenses incurred by BERGERAT MONNOYEUR as a result of such defect, including those of repair and/or replacement of any adjacent works. These provisions will apply to the repaired or replaced part of the Equipment for a further period of 36 months.

The Equipment will be accompanied by all the information, documentation and instructions necessary for appropriate and safe use, all constituting the "Instructions".

These Instructions shall not constitute any exemption from liability in favour of the SERVICE PROVIDER or a waiver by BERGERAT MONNOYEUR of any right, warranty or compensation present or future relating to the safety and conformity of the products.

These Instructions shall survive any delivery, inspection, acceptance, payment and resale of the Products, and shall be transferred, as appropriate, to the clients of BERGERAT MONNOYEUR.

In addition, the SERVICE PROVIDER of products resold by BERGERAT MONNOYEUR undertakes to notify the latter, within a reasonable time, of any change in regulations applicable to the marketing of its Equipment and undertakes to inform it in writing, at least six (6) months in advance, of the stoppage of manufacture or withdrawal from its catalogue of any one Equipment.

Article 17 – Year-end bonus

The SERVICE PROVIDER expressly undertakes to grant the Buyer a year-end bonus (hereinafter "YEB") negotiated by mutual agreement according to the quantities of Equipment and Services ordered during the period in question as provided in Annex ……...

The purpose of this YEB is to strengthen the partnership and the volume of purchases between BERGERAT MONNOYEUR and the SERVICE PROVIDER, by constituting a mechanism for sharing between BERGERAT MONNOYEUR and the SERVICE PROVIDER the additional value created by the massive purchases of BERGERAT MONNOYEUR from the SERVICE PROVIDER.

The calculation base of the YEB due for a year N is equal to the sum of the invoices issued by the Supplier for year N (invoices dated on year N), received and not disputed by BERGERAT MONNOYEUR before 10 January of year N+1.

The annual statement of the YEB due for year N is made by BERGERAT MONNOYEUR by 31 January of year N+1 and submitted to the SERVICE PROVIDER for approval within a week.

In the absence of a reply from the SERVICE PROVIDER, its agreement shall be deemed to have been obtained.

The accounting adjustment of the YEB of year N is carried out by the issue, by 28 February of year N+1, of a credit of the SERVICE PROVIDER for the benefit of the Buyer, an amount equal to that of the YEB.

Article 18 - Fraud and Corruption

BERGERAT MONNOYEUR is an ethical company which strives to combat fraud and corruption and to ensure that any person or company connected with it and/or its respective subsidiaries complies with the same principles and scrupulously complies with the regulations in force.

In addition, BERGERAT MONNOYEUR, a simplified joint-stock company governed by French law, must necessarily comply with the French anti-corruption law [Law no. 2016-1691 of 9 December 2016 on transparency, the prevention of corruption and the modernisation of economic life - Article 17], known as SAPIN 2. This law imposes additional due diligence to those resulting from local regulations.

Consequently, the SERVICE PROVIDER agrees to irrevocably respect the elements detailed below.

Any breach by the SERVICE PROVIDER of the conditions of this Article will be considered a serious infringement characterising a serious breach (negligence), authorising BERGERAT MONNOYEUR to cancel this Framework Agreement without notice or compensation, without prejudice to all damages to which BERGERAT MONNOYEUR may aspire due to such a breach (negligence).

The SERVICE PROVIDER guarantees that any individual or legal entity representing it and dealing with BERGERAT MONNOYEUR:

• will comply with any local anti-corruption regulations, including additional diligence under the French SAPIN II law;
• will not be the subject of any action or omission, for which BERGERAT MONNOYEUR could be held liable by not complying with existing anti-corruption regulations;
• will establish and maintain its own ethics and anti-corruption policies and procedures;
• will immediately inform BERGERAT MONNOYEUR of any event brought to its attention that may result in a financial or marginal benefit or benefit of any other kind relating to the Agreement;
• will provide any necessary assistance to BERGERAT MONNOYEUR in order to respond to a request made by a duly authorised authority.

Any direct or indirect compensation of employees of BERGERAT MONNOYEUR involved in the purchasing relationship at any level (advisor, buyer, user, etc.) or having the power to influence the purchasing decision, is strictly prohibited, regardless of its purpose and form.

In particular, SERVICE PROVIDER shall refrain from offering to any BERGERAT MONNOYEUR employee and from accepting solicitations from anyone concerning financial benefits or advantages offered in the form of discounts, gifts, travel, hospitality, loans, premiums or any other means, in connection with the sale of products and services to BERGERAT MONNOYEUR or to its subsidiaries.

Invitations issued to BERGERAT MONNOYEUR employees to attend study tours or seminars organised by the other SERVICE PROVIDER can only be considered when these events are strictly professional in nature, and directly related to the roles of the persons concerned.

Article 19 – Liability – Insurance

The SERVICE PROVIDER is liable and agrees to indemnify BERGERAT MONNOYEUR for any material damage, consequential loss and/or bodily injury caused to property or persons arising from or in any way connected with a defect, omission, fault and/or negligence of the SERVICE PROVIDER or its employees or subcontractors in the performance of this Agreement and/or of the order, suffered by BERGERAT MONNOYEUR, as well as by any third party and for any loss, charge, damage and/or expense or expenditure incurred, including those charged by BERGERAT MONNOYEUR or its clients to procure replacement products or services of the same type and quality.

The SERVICE PROVIDER is also liable to BERGERAT MONNOYEUR, by reason of its capacity as specialist, to provide information and advice.

The SERVICE PROVIDER represents that it has effected, both on its own behalf and on behalf of any of its subcontractors, insurance with a company known to be solvent insuring against the risk of any financial reparation it is required to make arising from its own or from its subcontractors' public liability as a result for bodily injury, material damage or consequential loss, whatever the cause, caused to BERGERAT MONNOYEUR and to any third party during and after the performance of the order and any other insurance required for the performance of the order.

The SERVICE PROVIDER undertakes to send BERGERAT MONNOYEUR an insurance certificate issued by its insurer before the start of execution of the order and to send a new certificate in the event of a change of insurer or renewal of its insurance policy during the execution of this Agreement.

Article 20 – Management of Framework Agreement

Each of the parties will appoint a contact person in charge of monitoring the proper performance of this Agreement, so that the parties will communicate to each other as soon as possible any information likely to optimise the application of this Agreement and the performance of the Services subject to orders from BERGERAT MONNOYEUR.

Agreement reference

….………………………….

First Name Last Name – Post: …………………………. – ………………………….

Email address: ………………………….

Telephone number: ………………………….

BERGERAT MONNOYEUR agreement referent

First Name Last Name – Post: ………….. – Equipment Buyer

Email: maxime.ballon@b-m.fr

Telephone number: +33 (0) 6 02 07 31 18

If the SERVICE PROVIDER and BERGERAT MONNOYEUR change their references, they must inform each other as soon as possible.

Article 21 - Training

In the event of a request from BERGERAT MONNOYEUR, the SERVICE PROVIDER will offer training relating to the Equipment it provides.

Article 22 – Industrial and Intellectual Property – Confidentiality

BERGERAT MONNOYEUR shall have the right to free use of all intellectual property rights relating to the Equipment and Services as follows: all intellectual property rights in the deliverables executed for BERGERAT MONNOYEUR as part of an order (including the right to reproduce and represent concerning any media whatsoever and as many times as it wishes or to modify the deliverables) are exclusively transferred to it as and when they are completed, automatically and without formality, for the legal duration of protection of the rights and for the whole world. The prices defined between the parties include this transfer of rights.

The SERVICE PROVIDER shall hold harmless and defend BERGERAT MONNOYEUR from and against any action by third parties resulting from infringements of intellectual property rights relating to the deliverables, Equipment and/or Services and is liable to BERGERAT MONNOYEUR for any loss or damage resulting therefrom, including legal costs.

This Agreement does not confer on the SERVICE PROVIDER any right, total or partial, of any nature whatsoever, to the names "BERGERAT MONNOYEUR", "CATERPILLAR" (taken alone or jointly, or as part of any other word or name) or to any trademark, name or logo of BERGERAT MONNOYEUR or CATERPILLAR or any of its related or affiliated companies, including, without limitation, any right to use them (i) in any of its own advertisements or promotional campaigns, (ii) to express explicitly or implicitly any guarantee given by BERGERAT MONNOYEUR to the SERVICE PROVIDER's services, or (iii) in any other manner (similar or not to the specifically prohibited uses above).

In general, each party undertakes to treat as confidential any information received from the other party, in any form whatsoever or of which it could have had knowledge in the context of the performance of this Framework Agreement and/or the order without it being or having been necessary to designate this information as such, throughout the term of this Agreement as well as for the two years following the date of termination or the expiry of the latter.

By confidential information, the Parties mean in particular all information of a technical, economic, commercial or other nature.

Article 23 – Protection of Personal Data

In the context of their contractual relations, the Parties may disclose personal data relating in particular to their staff (including their name, title, signature and email address).

In accordance with the personal data regulations, the Parties undertake not to use the data for any purpose other than those necessary for the performance hereof.

The Parties further undertake to store the data for no longer than is necessary in relation to the purposes for which it is processed.

Each Party will use appropriate physical, administrative and technical controls to protect such personal data against accidental or unlawful destruction, accidental loss, alteration, disclosure, unauthorised access, in particular over the Internet, and against all forms of unlawful processing, in accordance with its privacy statement.

In any event, each Party will do its best to comply with current industry best practices regarding privacy and security of personal data.

The persons whose data is processed have a number of rights, including the right to access and rectify their data. They may exercise their rights by writing to:

Bergerat Monnoyeur 117 rue Charles Michels 93200 Saint Denis

or contact dpo@monnoyeur.com

Article 24 - Force majeure

If the performance by either Party of their obligations as provided in this Agreement or in the order is delayed or prevented, in whole or in part, as a result of the occurrence of a force majeure event, as defined by French law or French case law (hereinafter "Force Majeure"), the party so prevented shall be exempted, excused and discharged from the performance of its obligations, to the extent that it is compromised or prevented as a result, without incurring any liability.

The Party so prevented shall notify the other Party of the occurrence of any event which may give rise to Force Majeure within 15 (fifteen) days of the occurrence of such event.

Within ten days of such notice, the prevented party shall provide the other party with evidence that such event is Force Majeure and its probable duration; and it shall notify the other party of the end of the event within 3 (three) days of the date on which such Force Majeure ends.

If, however, such Force Majeure exceeds a period of 1 (one) month, the creditor of the obligation affected by the Force Majeure event may terminate this Agreement upon written notice.

Article 25 – Economic dependence

The SERVICE PROVIDER is bound to immediately inform BERGERAT MONNOYEUR of any risk of economic dependence.

This reporting obligation is essential to enable the Parties to maintain balanced relations and their respective independence.

In this respect, the SERVICE PROVIDER must notify BERGERAT MONNOYEUR in the event of:

• orders whose aggregate amount is more than 30% of its annual revenue;
• assignment of its staff to over 40% of the hours worked for the needs of BERGERAT MONNOYEUR.

Article 26 – Applicable Law – Attribution of Jurisdiction

This Agreement as well as the acts resulting therefrom are governed by French laws.

In the event of a dispute concerning the interpretation, performance or consequences of this Agreement, the Parties agree to make every effort to reach an amicable settlement of this dispute.

In the absence of an amicable settlement, any litigation or dispute will be subject to the exclusive jurisdiction of the Commercial Court of Bobigny, France.

Signed in ………………………………… on ………………………….

In two original copies

For BERGERAT MONNOYEUR

For the SERVICE PROVIDER