General Conditions for the Intervention of an External Company

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“AVRIL”: any legal entity which, at present or in the future, directly or indirectly, controls, is controlled by or is under the same control as AVRIL, the concept of control being understood within the meaning of Art. L233-3 of the French Commercial Code, or in which AVRIL holds a stake of between 10% and 50%, within the meaning of Art. L233-2 of the French Commercial Code.

“Site Representative”: a natural person appointed by AVRIL as the External Company’s designated contact, responsible for the management and technical execution of the Order for activities carried out on Site, in connection with the Work.

“External Company”: the entity selected by AVRIL to carry out the Work, its employees, temporary staff, Subcontractors and any person acting on its behalf.

“Subcontractor(s)”: a third-party entity to which the External Company has entrusted the performance of all or part of the Work.

“Order”: any handwritten or electronic document issued by AVRIL setting out its intention to have the External Company carry out Work, specifying the nature, quantity, price and deadlines of the Work, and any special conditions agreed between the Parties.

“Work”: any work, services or tasks carried out by the External Company at one of the Sites, as defined in the Order.

“Party(ies)”: AVRIL and/or the External Company, collectively or individually.

“Site(s)”: any location, facility or establishment of AVRIL at which the External Company carries out the Work.

“GCIEC”: these General Conditions for the Intervention of an External Company, applicable to any Order.

The GCIEC apply to any presence – whether one-off or recurring – of the External Company on a Site, in particular in the context of maintenance operations, works, the provision of services, inspections, tests, deliveries involving on-site work, or, more generally, any activity involving physical intervention on Site, regardless of its duration or geographical location. The following documents, which, like the GCIEC, set out the applicable requirements regarding the health and safety of persons, property, installations or the environment, form an integral part of the GCIEC and are binding on the External Company in the same way as the GCIEC, in the following order of precedence in descending order: (i) GCIEC, (ii) General Site Safety Requirements, (iii) Prevention Plan or equivalent (see §8.2), (iv) Site internal regulations, (v) AVRIL Golden Rules, (vi) AVRIL Life-Saving Rules (LSR). The External Company’s access to a Site or commencement of work thereon shall constitute full and unconditional acceptance of the GCIEC and the other documents referred to above, without reservation.

Any communication relating to the scope of the GCIEC must be sent in writing to the address (postal and/or email) of the Party specified in the Order. Either Party may, by written notice, substitute another address. Unless otherwise expressly required by AVRIL, the documents, information and deliverables provided by the External Company in connection with its Work must (i) be drafted in the language of the country where the Site is located and in English, (ii) be provided in digital form, in standard and usable formats (in particular PDF or Word for written documents, Excel for numerical data and calculations, and CAD/CAM formats compatible with AVRIL’s standard tools for drawings and diagrams).

The External Company is obliged to notify the Site Representative, without delay and, in any event, within a maximum of 24 hours of its occurrence, of any accident, incident or other event relating to the matters covered by the GCIEC. More generally, it is obliged to alert the Site Representative without delay to any difficulty, anomaly, identified risk situation or event likely to have an impact falling within the scope of the GCIEC, as part of a shared vigilance approach based in particular on the principles of “See something, Say something”.

As part of its Work, the External Company is under an obligation to provide information and advice to AVRIL, in particular by (i) providing the Site Representative, within timeframes compatible with the Work schedule, with all information, advice and details necessary for the proper performance of the Work; (ii) sharing best practices in terms of safety, in order to contribute to reducing accident frequency rates; (iii) reporting any shortcomings, inaccuracies or inconsistencies found in the information, instructions or documents made available, which could compromise the proper performance of the Work.

For any Work lasting longer than one month, the External Company must report monthly to AVRIL (by the 20th of the month at the latest) the occurrence of workplace accidents, specifying, where applicable, the number of workplace accidents with or without lost time, recorded by the External Company and/or its Subcontractors, relative to the number of hours worked each month at each of the Sites. Types of accident to be reported: (i) accident resulting in time off work (a sudden and unintended event causing injury to a person and requiring time off work), (ii) accident not resulting in time off work (a sudden and unintended event causing injury to a person and requiring external medical treatment). For each report, the External Company must specify (i) the date and time of the accident, (ii) the Site concerned, (iii) the type of employee (permanent, fixed-term, temporary, trainee, apprentice), (iv) a description of the task being carried out at the time of the accident and the accidental event, (v) the nature of the injury, (vi) the location of the injury.

The External Company must strictly comply with the rules applicable to each Site, as set out in Art. 2 of the GCIEC, and must attend the compulsory health and safety induction before entering the Site and, where required, participle in (i) Management Safety Visits (MSV), (ii) Short Interval Meetings (SIM), (iii) safety audits carried out by AVRIL (e.g. area audits, site audits, etc.), inspections by regulatory authorities and audits carried out by AVRIL's insurers, (iv) Root Cause Analyses (RCA) carried out in the event of reported accidents (with or without lost time) as well as in the event of incidents with a high potential for severity. Where applicable, the External Company must implement corrective actions within the timeframes set and defined during the RCA, or rectify any non-conformities identified during audits within the timeframes specified by AVRIL and respond to requests from AVRIL’s regulatory authorities and insurers (property damage insurance policy).

The External Company shall assign qualified personnel with the necessary skills, in accordance with the nature of the Work. The External Company shall take all necessary measures to ensure the stability and availability of its personnel throughout the duration of the Order and shall plan any changes within a reasonable timeframe, giving AVRIL prior notice. The External Company shall remain solely responsible for the assignment, organisation and availability of its staff. In the event of the departure of a member of the External Company’s staff assigned to carry out the Work, the External Company shall implement and bear the cost of all necessary measures (such as additional resources, a recovery period, training, etc.) to enable it to maintain and fulfil its commitments. The External Company’s staff assigned to carry out the Work are and shall remain under the sole hierarchical and disciplinary authority of the External Company. No authority over such staff is delegated to AVRIL. The External Company shall comply with and shall ensure that its staff working at the Site(s) comply with the applicable laws and regulations, as well as all the rules applicable to each of the Sites, as set out in Art. 2 of the GCIEC. These rules are binding on the External Company, with the exception of those which, by their nature, concern only AVRIL’s employees (such as internal disciplinary rules, the organisation of work or working hours).

The External Company undertakes to comply, in the course of carrying out the Work, with all applicable legal and regulatory provisions relating to environmental protection, as well as the environmental rules, procedures and instructions in force at the Site. It shall take all necessary measures to prevent any damage to the environment, in particular with regard to soil, air and water pollution, as well as waste management. As such, it shall strictly comply with the procedures for the sorting, storage, removal and treatment of waste as defined on the Site. In the event of an incident or risk of an incident likely to have an impact on the environment, in particular in the event of an accidental spill or discharge, the External Company shall (i) immediately implement all appropriate measures to contain the effects and limit the consequences; (ii) inform the Site Representative without delay, specifying the nature of the event, its location and the estimated quantities involved; (iii) bear all costs arising from this incident, including restoration work and any additional costs relating to waste management or any non-compliance.

The External Company undertakes to take out and maintain, for the entire duration of the Work, the following cover with an insurance company of recognised solvency: (i) third-party liability cover for bodily injury, property damage and consequential or non-consequential financial loss caused to AVRIL, its employees or third parties in the course of carrying out the Work, for sums appropriate to the nature and risks of the Work, (ii) cover for occupational risks relating to the employment of staff, including accidents at work and occupational diseases in accordance with applicable legislation, and at a minimum equivalent to the requirements of French law for any Work carried out at a Site located in France, (iii) damage to property, covering the External Company’s own property and that entrusted to it by AVRIL in connection with the Work, (iv) costs arising from the Work, including in particular the costs of removal, reinstallation, dismantling, reassembly and access to facilities, rendered necessary by an incident attributable to the External Company. Generally speaking, the insurance cover taken out must not contain any exclusions incompatible with the nature of the Work. The External Company shall ensure that each of its Subcontractors has cover equivalent to that referred to in this article. It shall remain solely and exclusively liable to AVRIL, notwithstanding any cover taken out by its Subcontractors. The External Company shall provide AVRIL, prior to any initial work on Site and upon AVRIL’s first request during the Work, with: (i) the insurance certificates corresponding to each of the coverages referred to in this article, specifying the insurer, the sums insured, the limits per claim and per year, and the period of validity; (ii) a copy of the general and special conditions of the relevant policies. The External Company undertakes to notify AVRIL without delay and in writing of any amendment, suspension, termination or non-renewal of any of the policies referred to above, occurring during the course of the Work.

Any subcontracting must be subject to prior written authorisation from AVRIL, accompanied by a copy of the subcontracting agreement. The External Company must comply with the applicable legislation and, as a minimum, with the requirements of French Law No. 75-1334 of 31 December 1975. In any event, the External Company remains solely and exclusively liable to AVRIL for the performance of the Work, including those parts entrusted to its subcontractors, and undertakes to pass on all the terms and conditions of the Order to the subcontractor. It shall be liable for all acts, omissions, breaches and conduct of its Subcontractors as if they were its own. Under no circumstances may a Subcontractor itself subcontract all or part of the Work. Before a Subcontractor commences work, the External Company undertakes to organise a consultation meeting attended by a representative of each of the Parties. The External Company undertakes to be present on Site whilst its Subcontractors are carrying out work.

Where the Work to be carried out by the External Company is to take place in the vicinity of, and in conjunction with, another company, the Site Representative shall ensure the necessary coordination. Where possible, the Site Representative shall invite that company to coordination meetings and shall formalise such coordination in the documents relating to the Work (Prevention Plan, etc.). Where applicable, the External Company must (i) provide all reasonable facilities to other companies working on or near the Site, to avoid any unnecessary obstruction, and to keep its work area clean and tidy throughout the duration of the Work and upon its completion, (ii) take into account the activities, facilities and equipment of other contractors present, and comply with the measures recommended by the Site Representative, (iii) inform the other contractors of the progress of the Work as well as of any constraints or residual risks.

Where specific tests, inspections or operations are planned, the External Company must inform the Site Representative in good time to enable the Site Representative to monitor them. The Site Representative may intervene at any time during the performance of the Work, in particular to order (i) the carrying out of additional tests, measurements, inspections or checks necessary to assess the progress of the Work, in accordance with the Order and at AVRIL’s expense, (ii) the removal and replacement or rectification of non-compliant materials, equipment or installations, (iii) the immediate suspension of the Work where it fails to comply with the applicable requirements, in particular where there is a risk to the safety of persons, installations or the environment.

Prior to the commencement of the Work, the Site Representative and the External Company shall carry out a joint risk analysis and set out the applicable preventive measures in the document(s) required by the regulations applicable to the Site where the Work is to be carried out. Where the Work is carried out in France, the Parties shall draw up (i) a “Prevention Plan” where they are subject to Art. R4511-1 et seq. of the French Labour Code or where the Work involves activities covered by LSR, (ii) a “General Health and Safety Coordination Plan” (PGCSPS) and/or a “Specific Health and Safety Plan” (PPSPS) where they are subject to Art. R4532-1 et seq. of the French Labour Code relating to coordination in the field of health and safety. Where the Work is carried out outside France, or where mandatory requirements arise from other regulations applicable to the Site, the Parties shall draw up and implement any equivalent document as required by the regulations. At Sites where prevention plans are held in digital form, the External Company undertakes to register on the platform designated by the Site Representative, to provide all the required information and to upload, within the specified time limits, all documents necessary for the performance of the Work. Irrespective of whether, where applicable, a Prevention Plan, a PGCSPS, a PPSPS or any other required prevention document is drawn up, the Site Representative may require the prior issue of a work authorisation, also known as a work permit, where applicable regulations, Site rules or the nature of the work so warrant. The purpose of the work authorisation is to verify that the conditions for carrying out the work are met, to identify the risks associated with the proposed operations, their environment and any concurrent activities, and to formalise the prevention and safety measures that must be observed throughout the duration of the work. Additional permits or authorisations may also be required for certain specific activities, in particular hot work, LOTOTO (Lock Out, Tag Out, Try Out), work in confined spaces, excavation work, work at height or any other operation presenting specific risks. The prior issue of all required authorisations and permits is an essential condition for the commencement of the Work. In the absence of such authorisations and permits, or in the event of their expiry, suspension or withdrawal, the External Company shall refrain from commencing or continuing the Work concerned, without this giving rise to any entitlement to compensation or an extension of the deadline, unless the Site Representative gives its written consent.

Consultation and progress review meetings shall be organised by the Site Representative prior to the commencement of the Work and then periodically, as required. These meetings shall bring together representatives of the External Company, its Subcontractors and the relevant personnel, and are intended to ensure the smooth running of the Work, in particular with regard to any changes, the conditions of performance and risk prevention.

Where necessary, the External Company must install signage to mark hazardous areas and provide appropriate visual information, which must be clearly visible and maintained throughout the duration of the Work. The work area must be kept clean and tidy throughout the duration of the Work, particularly outside the External Company’s working hours.

Before leaving the Site, the External Company must inform the Site Representative of the progress of the Work and of any constraints or residual risks.

No change to the Work may be implemented without AVRIL’s prior written consent, except in cases of immediate necessity relating to the health and safety of persons, property, facilities or the environment, in which case the External Company shall without delay implement the strictly necessary precautionary measures and immediately inform the Site Representative thereof.

Compliance with the GCIEC constitutes an essential obligation of the business relationship between the Parties. In the event of a breach by the External Company of the GCIEC and/or any of the documents referred to therein, and/or of any instruction from the Site Representative, the latter may decide, at any time, to immediately interrupt all or part of the Work and/or to impose contractual measures on the External Company. The suspension of the Work shall continue until the conditions deemed necessary by the Site Representative have been restored. During this period, the performance of the Order shall be suspended, without such suspension being attributable to AVRIL or giving rise to any right to compensation in favour of the External Company. Where the breaches observed are of a serious and/or repeated nature, or in the event of a refusal to comply with the Site Representative’s instructions, AVRIL reserves the right to take any appropriate measures, including the exclusion of the External Company from the Site and the imposition of penalties. Penalties shall be applied as follows: (i) one instance of non-compliance within a month: a formal warning shall be issued to the External Company; (ii) more than one instance of non-compliance within a month: a penalty of 500 euros per instance of non-compliance shall be imposed on the External Company. In the event of exclusion from the Site, the External Company undertakes to propose a replacement to fulfil its contractual obligations, in accordance with Art. 4.5 of the GCIEC.