Article 1 - General Terms of Purchase - Opposability
Except in case of a specific agreement with the seller, the purpose of these General Terms of Purchase is to define general provisions applicable to all orders for materials, equipment, products or services of any kind.
By express waiver to the Supplier's general terms of sale, notwithstanding any clause to the contrary contained in the general terms of sale or in any other document, these special contract conditions override the seller's right to invoke the retention-of-title clause stipulated in its general terms of sale.
Article 2 - Orders
The order is deemed accepted and contractual upon reception by the buyer of the acknowledgment of receipt which must reach it within three calendar days subsequent to the order date. The buyer shall be entitled to cancel the order, without any penalty, if the acknowledgment of receipt has not reached it within this three-day period, by any means at the supplier's convenience.
As long as the seller has not confirmed the order, the buyer is entitled to modify it. The buyer must then be informed as expeditiously as possible of any change in price or schedule subsequent to the requested modifications.
The order accepted by the seller constitutes a firm and definitive undertaking by it and implies adherence to these General Terms of Purchase and special contract conditions unless they have been subject to written reservations formally accepted by the buyer.
Article 3 - Prices
Except in case of a specific agreement, the price of the order is always specified firm and definitive and includes packing costs as well as all other costs, risks or expenses related to filling the order. Any additional costs, of any kind whatsoever, must be subject to the buyer's prior written agreement clearly stated on the purchase order. Orders do not give rise to any systematic payment in advance (nor to payments on account or deposits) except in case of express stipulation in the order and the special contract conditions.
Any change in the supplier's price or terms of payment must be sent to the buyer by registered letter with acknowledgement of receipt at least three months prior to its effective date.
Failing which, the change of price or sales terms and conditions shall be applicable to the buyer only three months after it has learned of them.
Article 4 - Conformity
The supplier guarantees that the delivered products, as well as the packaging and labelling, are fully conform with the buyer's order and are free of any defects.
In the event of non-conformity and within a period of one month as from reception of the products in question in its premises, the buyer has the choice of:
- cancelling the order after having informed the supplier of this;
- or obtaining, at the supplier's expense, the immediate replacement of non-conforming products with identical or better-quality products under the same price terms and within a period of three days after reception of the claim, without prejudice to compensation which may be claimed by the buyer for any direct and indirect monetary consequences resulting from harm or damage of any kind caused to persons or property, as well as measures involving the recall of products for any reason whatsoever.
Where applicable, non-conforming goods are returned to the supplier prepaid, accompanied by a "return note" stating their condition.
Article 5. Guarantee
For products which are to be used by the buyer, except in case of stipulations to the contrary by the parties, the seller guarantees the products for a period at least equal to twenty-four months as from delivery.
During this period, the seller undertakes to repair or exchange this product with respect to any imperfection, error, faulty work, patent or hidden defect, or faulty operation.
For products which are to be resold, the supplier undertakes, with regard to the buyer and with regard to any customer sub-buyer of a product, to repair or exchange this product as soon as an imperfection is noted, within a period of two years subsequent to resale of the product, unless this compensation method proves to be impossible or disproportionate. In that case, the Supplier undertakes to assume the financial consequences of the compensation method which is implemented.
The guarantee period runs as from the time that the sales invoice for the product is issued.
In all events, the supplier is held accountable and undertakes to assume all direct or indirect financial consequences resulting from harm or damage of any kind caused to persons and/or property, as well as measures involving recall, suspension, deposit, return with reimbursement of the customer, modification and/or destruction of products, whether these measures are ordered by public authorities (including the courts) or are voluntary, and whatever reason is invoked: in particular, the assumption of a hidden defect, non-conformity with regard to a standard, regulation or safety flaw.
Article 6 - Compliance with regulations
Goods which are ordered must fully satisfy the legal and statutory requirements in force, especially as regards:
- the quality, composition, presentation and labelling of goods;
- labour and employment law;
- the provisions of international conventions on the rights of the child;
- environmental law.
In particular, the supplier undertakes to comply with the provisions of French law No. 2001-420 of 15 May 2001 pertaining to new economic regulations (called the "NRE" law) and its implementing French decree No. 2002-221 of 20 February 2002, if they are applicable to it, to transmit upon request to the buyer information relative to the consequences of the company's activity on the environment, supplied in accordance with the nature of this activity and its effects, especially:
1- the consumption of resources;
2- the steps taken to limit damage to the biological balance, natural environments and to protected species of plants and animals;
3- the approaches for evaluating or certifying companies with regard to the environment;
4- the steps taken, where applicable, to ensure conformity of the activity;
5- the expenses incurred in order to avoid the consequences of the activity;
6- the amount of provisions and guarantees for risks with regard to the environment;
7- the amount of compensation paid during the financial year in enforcement of a court judgement with regard to environmental matters.
Subsequently, the supplier agrees that the buyer itself can conduct management audits, or have them carried out by a service provider appointed for this purpose, in order to verify compliance with the aforementioned standards.
Any violation of the above provisions makes the supplier liable to the immediate suspension of trade relations, without prior notice.
Article 7 - Delivery
7-1 - Packaging
Products must be properly and sufficiently packaged in suitable packing materials, and precautionary measures must be taken in order to protect them in all circumstances. Packages are to be clearly identified by reference to the buyer's corresponding purchase order.
The supplier shall be responsible for breakage, missing items and damage resulting from improper or inappropriate packaging, marking or labelling.
Materials which so require shall be cleared through customs at the seller's expense.
7-2 - Delivery periods
It is absolutely essential that the date set for delivery, which is stated on the purchase orders, be complied with.
Any event which is liable to influence the order shall immediately be brought to the buyer's attention. The seller must immediately notify this event to the buyer in writing, while indicating its probable duration and its consequences on delivery periods.
Any order delivered prior to the delivery date "at the earliest" may result in the return of the goods at the supplier's expense.
Similarly, any order not delivered within the anticipated period "at the latest" can be cancelled by the buyer which, if it so wishes, shall return the goods at the supplier's expense.
Nonetheless, in the event of postponement of the delivery deadline accepted by the buyer, the seller undertakes to pay the buyer compensation equal to 1% for each week's delay, calculated on the amount of non-delivered goods (purchase price, exclusive of tax).
These sums are due without formal notice being necessary and shall be paid in the form of a credit note.
7-3 - Acceptance
Acceptance by the buyer occurs at the place of delivery specified in the order to verify conformity quality and quantity of the supplies with regard to the order.
The buyer shall be entitled to refuse non-conforming products and shall notify this refusal in writing.
The seller shall have to take back, at its own expense, the refused products within a maximum period of five business days as from notification of refusal. In the event of non-conformity pertaining to minor points, the buyer can carry out acceptance with reservations.
Article 8 - Transport
Transport is effected by any appropriate means chosen by the supplier. Transport costs, when they are assumed by the buyer, shall be reimbursed only against invoices, to the exclusion of any other method, particularly disbursement or reimbursement on bills of lading or receipts.
Unless otherwise specified on the order, products shall be transported at the seller's risks and expense.
Article 9 - Transfer of ownership and transfer of risks
Unless agreed otherwise, transfer of ownership and risks takes place:
- in the customer's storehouse or depot, certified by a discharge receipt, for purchases made "delivered free to destination on storehouse or depot platform".
Article 10 - Intellectual property
The supplier guarantees that the goods delivered are not subject to any industrial or artistic ownership claim (patents, trademarks, drawings and designs), and that photographs of the products can be reproduced on any media, including the Internet, except in case of decision to the contrary stated in a registered letter with acknowledgement of receipt.
Article 11 - Invoices
Invoices which are to be sent to the customer's accounts department shall be sent in duplicate copies to the invoicing name and address, specified on the order, and must include all particulars referred to in Article L 441-3 of the French Commercial Code.
Invoices must also include the order number as well as the transport method and destination of the goods.
For calculation of payment periods, the date to be taken into consideration is that of the actual reception of goods.
Except in case of special contract conditions in the order, invoices are payable by commercial bank transfers.
The supplier expressly authorises the banker to effect offsets between the sums due by the buyer or by any assignee of invoices, and those due by the Supplier, for any reason whatsoever.
Article 12 - Insurance
The seller undertakes to take out, at its own expense, insurance policies which are necessary in order to cover the responsibilities which it incurs through performance of this contract, for all bodily injuries, and tangible and intangible losses. Upon request from the buyer, the seller shall transmit to the buyer the general and professional third-party liability insurance certificates which must have been issued within the last six months.
In all cases, the seller shall have to provide, upon simple request from the buyer, adapted insurance which covers the products until their arrival in the buyer's premises or any other destination approved by the buyer.
Article 13 - Assignment of jurisdiction and applicable law
Disputes shall fall within the jurisdiction of the BOURG-EN-BRESSE Commercial Court, notwithstanding any provision to the contrary in the supplier's general terms of sale or in any of its trade documents.
In case of dispute, French law is applicable with the exclusion of the Vienna Convention of 1980 on the international sale of goods.