General Terms and Conditions of Business
TE Connectivity Tunisia Company
Rue du Lac Windermere, Bloc A App. M2
Les Berges Du Lac
1 053 Tunis,
Tunisia

03/2024

General Terms and Conditions of Business
TE Connectivity Tunisia Company (TE), Tunisia

1.
1 .1

1 .2
1 .3
2.
2.1
2.2
2.3

3.
3.1
3.2

4.
4.1
4.2

General
These General Terms and Conditions of Business (GTC) apply to all sales, deliveries and otherservices (collectively also referred to “deliveries”), of TE Connectivity Tunisia Company (TE).
Contrary conditions of the customer are not binding on TE even if the order is based upon themor if the customer refers to them on forms or in other documents.
TE’s GTC likewise apply to all subsequent business, even if no further reference is made tothem at the time when such transactions are concluded.
Secondary agreements, together with amendments and additions to the agreement and TE’s
GTC, are valid only if they are agreed in writing with TE.
Offers, Documentation
Offers of TE are always made without obligation and are valid for not more than 60 days fromthe date of the offer made by TE unless specifically stated otherwise in the offer.
No particulars given in TE’s catalogues, price lists and further documentation are binding, but
are provided “as is” only. Amendments to the specifications, product designs and otherchanges are reserved. They may influence delivery dates and prices.
Drawings, documentation, samples and other materials remain the property of TE. No licenses
are granted in any intellectual property rights of TE and its affiliated companies. Intellectual
property rights must be respected. In particular, the duplication or disclosure of supporting
materials, documents or samples, especially of materials which are protected by copyright, isprohibited without the consent of TE. On request, all such documents and samples must be
returned to TE.
PricesPrices are quoted in the offered currency with packaging, exclusive of VAT, and save whereotherwise agreed in writing FCA TE Plant/Warehouse (Incoterm 2020). The place of the TE
Plant/Warehouse is determined in the provided offer.
Prices are generally adjusted once each year.
All agreed prices and payment terms remain valid for not more than twelve (12) months fromthe date of the TE offer. If costs incurred by TE, in particular raw material costs, undergo
significant changes TE is entitled to request an appropriate change of the agreed productprices. If the customer declines such price changes or if negotiations between the parties onsuch price changes do not result in a new agreed price within one month of the notice to takepart in such negotiations, TE is entitled to give unilateral written notice of termination of theagreement with immediate effect and without any liability. The foregoing is without prejudice toindividual orders confirmed by TE but not yet fully processed at the time notice is given. The
parties are at liberty to extend the one-month negotiation period for price changes by mutual
agreement in writing.
Delivery Lead-Times, Part-Delivery, Force Majeure
If the delivery lead-time is indicated as a period (and not as a specific date) it begins upon thedate of the written order confirmation based on the unchanged offer.
Every delivery lead-time shall be suitably extended if required information or documents are
not received in due time by TE, if these are subsequently amended by the customer with theconsent of TE or if a down payment is received late.

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General Terms and Conditions of Business
TE Connectivity Tunisia Company
Rue du Lac Windermere, Bloc A App. M2
Les Berges Du Lac
1 053 Tunis,
Tunisia

4.3

4.4

4.5

5.
5.1

5.2

6.
6.1

6.2
6.3
6.4
6.5
6.6

03/2024

If failure to comply with the delivery lead-time is not caused by the sole fault of TE, thecustomer shall not derive from that fact a right to withdraw from the agreement or to waivedelivery or seek compensation. For the rest, the limitation of liability stated in Sec. 10 shallapply.
In the event of force majeure or other exceptional events for which TE is not responsible(including strikes) which make delivery impossible or substantially more difficult, TE may
restrict or suspend the delivery for the duration of such obstacle or withdraw from theagreement. Force majeure includes, but is not limited to, war, unrest, rebellion, acts ofsabotage and similar events, strikes or other industrial conflicts, newly enacted laws andregulations, delay caused by actions or omissions on the part of a government/authorities, fire,
explosion or other unavoidable events, flood, storm, earthquake or other exceptional natural
events. Under no circumstances shall TE be held liable for claims related to non-performance,
improper performance or belated performance of contractual obligations.
Part-deliveries are permitted. In the case of long-term supply contracts each part-delivery shallbe regarded as a separate transaction. The impossibility of making a part-delivery or delay ineffecting a part- delivery does not entitle the customer to withdraw from the whole agreement
or to claim compensation.

Dispatch, Acceptance of the Goods by the Customer
If acceptance is either delayed or rendered impossible for reasons for which TE is not
responsible, TE is entitled to store the goods for the account and at the risk of the customer on
its own premises or with third parties. The relevant obligations of TE shall then be deemed tohave been performed.
If the customer does not announce his requirements in good time, the goods will be packaged
for transport by road. The standard TE packaging consists of cartons which are not suitable forstacking.
Documents, Payment, Offsetting, Interest on Late Payment
If the goods are picked up by a carrier or another 3rd party or if the goods are picked up by thecustomer at the TE location or if TE delivers the goods to a cross-dock, the customer is obliged
to make available to TE copies of the transportation documents as well as, in case the goods
are exported from the EU, copies of the customs documents within one month from when the
goods have been picked-up or from when the goods have arrived at the cross-dockrespectively. If within the above time frame the customer has not provided the required
documents, TE reserves the right to charge possible VAT as well as, other expenses resulting
from this.
At any point in time during the contractual relationship, the customer is obliged to ensure that
TE is notified of the correct and valid VAT identification number of the part of the enterprise(main company/branch office) under which the goods or services are ordered from TE.
All invoices are payable net within 30 days after the invoice date. Different agreements may bereached between the parties.
Offsetting of counter-claims of all kinds is excluded, save where such counter-claim is notcontested or is finally awarded.
Where several claims are outstanding, TE is entitled to decide which particular claims aresettled by the customer’s payments.
The withholding or reduction of payments because of complaints is permitted only with theexpress consent of TE.

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General Terms and Conditions of Business
TE Connectivity Tunisia Company
Rue du Lac Windermere, Bloc A App. M2
Les Berges Du Lac
1 053 Tunis,
Tunisia

7.
7.1

7.2

03/2024

Late Performance by the Customer, Insolvency
If the customer is late in making a payment, either in whole or in part, all payment obligations
existing in relation to TE, including those arising from other contracts, shall fall due for
immediate settlement. Payments made by bills will not be accepted. The same provisionapplies if the customer is in cessation of payments or if legal composition, bankruptcy or similar
proceedings are applied for or imposed with respect to his assets and if other circumstances
which threaten to result in the customer’s insolvency become known.
In the event of late payment by the customer, TE, without prejudice to its other statutory andcontractual rights, may decline in whole or in part to make further deliveries under this or any
other contract or make them dependent upon an advance payment or provision of surety.

8.

Retention of Title
The goods which have been sold remain the property of TE until full payment of the sale pricehas been received. If the customer fails to fully meet his payment obligation, he thereby
acknowledges the right of TE to require immediate return of the goods concerned and toarrange for the refund of any installment payment already received.

9.
9.1
9.2

Warranty
The warranty period is two years calculated from the date of transfer of risk.
TE makes no express or implied warranty extending beyond the TE product specifications oragreed product specifications. In no case does the warranty of TE extend to merchantability or
fitness for a particular purpose.
TE must be notified of any defects in the goods without delay in writing. Obvious defects must
be reported within five working days of handover. Hidden defects must be reported immediately
but no later than within five working days of the time when they were detected or could havebeen detected. If this is not done, the customer shall forfeit all claims arising out of the warranty.
In the event of defective performance, TE shall, at its option, either provide a replacement freeof charge or effect repairs or grant an appropriate price reduction. If the substitute delivery or
repair is likewise defective, the customer may request an appropriate price reduction. Further
claims of the customer, in particular for termination of the contract are specifically excluded,
regardless of the legal basis on which they are made. The limitation of liability pursuant to Sec.
10 likewise applies.
Complaints regarding part-deliveries do not entitle the customer to decline performance of thewhole contract by TE.

9.3

9.4

9.5
10.
10.1

10.2

Liability
To the extent permissible by law, liability of TE shall be limited in every case – even in the eventof liability based on the infringement of intellectual property rights – to compensation for direct
damages (i.e. re-installation or product exchange costs, sorting costs, direct labor costs ordirect recall costs where recalls are mandatory under the applicable law). Any other liability
including but not limited to loss of profit, loss of revenues, loss of data, loss of use, indirect orconsequential damages is hereby excluded. TE is only liable for damages to the extent that it
has caused such damages at least by negligence.
To the extent permissible by law, in no event shall TE be liable for more than 5 percent of thevalue of the individual delivery concerned.

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General Terms and Conditions of Business
TE Connectivity Tunisia Company
Rue du Lac Windermere, Bloc A App. M2
Les Berges Du Lac
1 053 Tunis,
Tunisia

11.

(a)

(b)

(c)

12.
12.1
12.2
13.

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Medical and other Specific Applications
In connection with any anticipated use of Deliveries by the customer in specific applications,such as, but not limited to, medical applications, unless otherwise confirmed in a writtenagreement executed by duly authorized representatives of TE, customer acknowledges andagrees that:
Deliveries are manufactured under normal industrial conditions, which may not satisfy therequirements applicable to products manufactured for certain specific applications. It is the sole
responsibility of persons contemplating specific uses, such as medical uses, of the Deliveries
to comply with all applicable laws, regulations, codes and standards, including but not limited
to the U.S. Federal Food, Drug and Cosmetic Act and regulations of the U.S. Food and Drug
Administration.
The Deliveries have not been designed, manufactured, tested or qualified for use in certain
specific applications such as medical applications (including life support systems) andcustomer has not sought or received any rulings from the FDA or any other government agency
as to the safety, effectiveness or appropriateness of its products for such specific applications.
Persons intending to evaluate or to use Deliveries for specific applications, in particular, but notlimited to, medical purposes must rely on their own medical and legal judgment without any
representation on TE´s part.
The customer will indemnify, defend, and hold harmless TE and its officers, directors,
employees, agents, and contractors from and against any and all losses, claims, damages,
liabilities, and expenses (including reasonable attorneys’ fees) arising out of or based upon any
bodily injury or property damage arising from customer´s incorporation of products as part ofany product made by customer for specific applications that TE has not expressly approved inwriting, such as, but not limited to, medical applications, including without limitation cardiac
pacemakers, defibrillators, electrodes, leads, and programmers, and components therefore.
TE shall give customer written notice of any such claim and shall cooperate in the defence ofsuch claim at customer´s costs and expense.

ResaleCustomer agrees that it shall not resell any Deliveries purchased from TE unless it fully agrees
with, and fully adheres to, the terms and conditions of TE that apply to any resale of any
Deliveries by the customer.
TE shall not be obligated to provide any warranty service or other technical support for any of
its Deliveries not purchased directly from TE or an authorized distributor of TE.
Third party claims
If a third party claims damages from TE, imposes sales bans or invokes similar precautionary
measures on TE and/or any Deliveries because of a use of Deliveries by the customer inviolation of TE's instructions at such third party, improper functionality of products of a customer
in which it integrated Deliveries or products and services of a customer that are based on
Deliveries, or any of the customer's products and services violates any third party intellectual
property or intellectual property rights, irrespective of the underlying grounds, or other similar
grounds, the customer undertakes to fully assume the dispute with such third party and shallfully indemnify TE against, and hold TE fully harmless from, any damages and losses (including
reasonable agent's fees) that TE may incur from such claims, precautionary measures orsimilar actions of such third party.

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General Terms and Conditions of Business
TE Connectivity Tunisia Company
Rue du Lac Windermere, Bloc A App. M2
Les Berges Du Lac
1 053 Tunis,
Tunisia

03/2024

14.

Export Controls, Compliance
The customer agrees to fully comply with all applicable import, export, and sanctions laws andregulations, including but not limited to those of the United States, European Union countries,
Switzerland, China, or other jurisdictions (“Trade Laws”). TE and customer warrant that neither
TE or customer nor any parent, subsidiary, or affiliate of the customer is or has been asanctioned party or is listed on any government restricted parties lists; and TE and customer
shall immediately notify the other party if the Party, its parents, any subsidiary or affiliates is, or
becomes, listed as a sanctioned party. The customer will not directly or indirectly sell, export,
re-export, release, or otherwise transfer TE Products for or to any prohibited or restricted enduse, end-user, end-destination or in violation of any applicable Trade Laws or in this section
14; the customer shall immediately notify TE if the Party violates or is aware of a violation
related to TE Products. TE reserves the right to refuse to enter into or perform any order, andto cancel any order or Deliveries hereunder, and/or terminate Deliveries, if TE in its sole
discretion, has reason to believe that the transaction would violate or is a diversion contrary to
any Trade Laws, or is contrary to TE’s core values or policies. Any such termination shall be inaccordance with the applicable order agreement. Upon request by TE, the customer shallprovide the export classification and export requirements for any information that will be
disclosed and mark any item subject to export controls with the applicable export classificationand jurisdiction. TE and customer shall not disclose, transfer, or release any export-controlled
Deliveries hereunder to its employees, affiliates’ employees, or third party without the required
export authorization or complying with applicable government registration requirements. If TE
or customer obtains the required export authorization for any Deliveries hereunder, such Party
must inform the other Party of the issuance of such an export authorization and any required
information, including all changes to recipients of such information, to maintain compliance withthe export authorization. If requested, TE, customer, or its affiliate agrees to sign written
assurances and other export-related documents as may be required for the other Party or its
affiliate to comply with export controls. Upon request by TE, customer shall provide theapplicable product classification based on the World Customs Organization Harmonized
System (“HS code”), country of origin, import restrictions or licenses, and any other applicable
information required for customs clearance. TE and customer agree to comply with theminimum supply chain security criteria and other customs requirements as provided in the
supply chain security programs (i.e. Authorized Economic Operator (“AEO”) or Customs Trade
Partnership Against Terrorism (“C-TPAT”)) applicable to the shipment of goods to customer.
This obligation survives any termination of this agreement. The customer shall indemnify andhold TE harmless against any actions, legal claims, demands, proceedings, losses, damages,
costs, expenses and other liabilities of whatever nature resulting from its breach of theprovisions in this Section 14. The customer shall inform TE as soon as it is practicable after (i)receipt of any claim, complaint, charge, investigation, or proceeding under Trade Laws
involving the customer, (ii) after submitting a disclosure of any violation under Trade Laws to
an applicable governmental regulator, or (iii) after becoming aware of any material violation ofTrade Laws.

15.

Intellectual Property Rights
TE or its affiliated companies are and remain the owners of all intellectual property rights. In
the case of orders whose performance includes development services, TE is the sole proprietorof the development results including, but not limited to, all concepts, drawings, samples, ideas,
software, documentation and all other material, together with all intellectual property rights

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General Terms and Conditions of Business
TE Connectivity Tunisia Company
Rue du Lac Windermere, Bloc A App. M2
Les Berges Du Lac
1 053 Tunis,
Tunisia

03/2024

relating thereto or filed thereon. Rights of use or licenses for the customer in the developing
result or in intellectual property rights are not granted either implicitly or explicitly.

16.

Trademarks
Trademark rights of TE or of companies affiliated to it are not transferred with the purchased
object. The acquisition of products identified with trademarks of TE or with trademarks of its
affiliated companies does not mean the acquisition of rights in such trademarks or the right touse them independently of the acquired product. To acquire such rights, a separate trademark
right agreement must be concluded.

17.

Confidentiality
The customer must keep secret all confidential information received from TE in the context ofthe business relationship and refrain from disclosing it to third parties.

18.

Invalidity, Severability
Should any provision of these GTC be or become invalid, that fact shall not affect the validityof the other provisions. The invalid provision shall be replaced by a valid provision which as far
as possible satisfies the same legal, economic and originally intended purpose.

19.
19.1
19.2

Place of Performance, Applicable Law and Place of Jurisdiction
The place of performance for the performance by the customer or by TE is Tunis, Tunisia.
Legal relations between TE and the customer shall be governed solely by French law to the
exclusion of the conflict of laws principles. The Vienna Purchasing Convention (United Nations
Convention on Contracts for the International Sale of Goods, 11 April 1980 (CISG)) is hereby
specifically excluded. Rights accruing to TE on the basis of statutory provisions are not affectedby these GTC.
All disputes arising out of the contractual relationship, relating to it or affecting its validity or thevalidity of these GTC of Business shall fall within the sole jurisdiction of the courts at the place
where TE has its registered office.

19.3

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