GENERAL TERMS AND CONDITIONS OF PURCHASE (GCP)

1. Fields of application

These General Terms and Conditions of Purchase apply to all orders placed by our company. These GPC shall apply in their entirety upon acceptance of the order as the only applicable contractual terms and conditions, the supplier waiving its own general terms and conditions of sale. These GPC may only be amended by prior written agreement between our company and the supplier.

2. Contractual documents

All orders placed by our company are governed by our general terms and conditions of purchase and may be supplemented by special terms and conditions of purchase mentioned in the order or stipulated in a purchase contract. The special terms and conditions take precedence over the general terms and conditions of purchase and any other contractual documents. The special terms and conditions, the general terms and conditions of purchase and the other contractual documents constitute the entire agreement between our company and the supplier.

3. Order

3.1 Order form

All orders from our company are made by means of a written paper or electronic order form.

3.2 Acceptance of the order

Acceptance of the order by the supplier is made by sending our company an acknowledgement of receipt of the order, within 48 hours from the date of receipt of the purchase order. Prior to receipt by our company of the acknowledgement of receipt, any order may be cancelled with immediate effect by our company by written notification to the supplier, without this giving rise to any right to compensation. The order accepted by the supplier constitutes a firm and definitive commitment on its part and implies its acceptance of these general terms and conditions.

3.3 Modifying the order

Any modification, even of a minor nature, to the order must be subject to the prior written agreement of our company and to an amendment to the order in the same form.

4. Industrial and intellectual property rights

The supplier guarantees that the products supplied do not infringe any patent, licence right, design and model right, copyright, mask right or any other intellectual or industrial property right of a third party. It guarantees that the products supplied are not subject to any claim of ownership, in any form whatsoever.
The supplier declares that it holds all rights to use, manufacture and sell the products and that our company will have the right to use and resell the products. The supplier agrees to defend our company against any claim or action for infringement of intellectual or industrial property rights belonging to a third party, to pay all costs incurred by our company in its defence against any claim or action, including a reasonable amount covering lawyers’ fees, and to indemnify our company for any damage, loss or prejudice suffered by our company arising directly or indirectly from such claim or action.

5. Prices, invoicing and payment terms

5.1 Prices

Unless stipulated in the special terms and conditions, the prices of the products are fixed on the order form. They are firm and non-revisable and, for products, are « delivered duty paid – DDP (INCOTERM 2000) » at the agreed place of delivery. Prices are always firm and may not be revised, indexed or adjusted to take account of currency fluctuations.
Unless otherwise stipulated, the price includes packaging costs as well as any other cost, risk or charge relating to the execution of the order. No additional costs of any kind whatsoever will be authorised, except with the prior written agreement of our company, specifically indicated on the order form. No price increase may be applied without the prior written agreement of our company.

5.2 Invoicing

Each invoice will be issued at the earliest on the date of delivery of the products or receipt of the services and must correspond to an order form. It must include all the information shown on the order to enable the products to be identified and checked. The invoice, in 1 copy, must be sent to the invoicing email address shown on the order.
Invoices that do not comply with the above stipulations will be considered invalid by our company and will be returned to the supplier.

5.3 Payment terms

Unless otherwise stipulated in the special terms and conditions, products are payable by bank transfer,
30 days after the end of the month, on the 15th day of the following month.

6. Packaging and shipping documents

6.1 Packaging

Unless specific packaging is required by our company in the order, the supplier must deliver the products in appropriate packaging, taking into account the nature of the products and the precautions to be taken in order to protect the products against bad weather, corrosion, loading accidents, transport and storage constraints, vibrations or shocks, etc. Our company may require, at no extra cost, that the following points be mentioned on the packaging:
– the compulsory information required by the applicable transport regulations.
– Description of supplies
– Quantity
– Gross weight
– Date of manufacture
– Delivery address
– Other…

6.2 Shipping document

At the time of delivery of the products, the supplier must send our company, by email and at the time of dispatch, a delivery note mentioning the date and full reference of the order form, a detailed description of the products, the total number of packages in the shipment, the identification of the gross weight of each package, the means of transport and the date of dispatch, these details enabling the identification and quantitative control of the products. The supplier must also send any additional contractual documents identified on the order (declaration of conformity, inspection report, etc.).

7. Delivery

Delivery times and dates are indicated in the order. The supplier’s acceptance of the order implies its irrevocable undertaking to comply with the delivery times and dates defined or acknowledged by the supplier in agreement with our company. The delivery times and dates indicated constitute an essential element of the order and may not be modified without the prior written agreement of our company. The supplier must inform our company of any event likely to delay the execution of the order and must make every reasonable effort, at its own expense, to minimise delivery delays and their consequences. Any order delivered before the « earliest » delivery date may give rise to the return of the goods at the supplier’s expense. Similarly, any order that is not delivered within the « latest » delivery date may be cancelled by the purchaser, who shall, if he so wishes, return the goods at the supplier’s expense.

8. Quality

During the execution of the order, with the supplier’s agreement, our company may visit the supplier’s premises in order to ensure compliance with the manufacturing processes, inspect and/or test the products ordered using the supplier’s test and inspection resources. The supplier must be notified in advance of any inspection of the products prior to delivery.
Our company shall have the right to refuse products that do not comply with the order, specifications or prior indications. Refusal shall be made by sending a non-conformity form (NCF or ACE). Our company will do its utmost to inform the supplier of any apparent defects as soon as possible, as soon as inspection operations allow them to be detected. In return, the supplier waives his right to claim that the complaint was made too late. No payment shall be due by our company to the supplier for refusal of product(s) and, consequently, our company may offset the amount thereof against any invoices issued by the supplier or the supplier shall reimburse the amount thereof at our company’s first request.
You will be provided with proof in the form of a debit note identifying the breakdown and amounts of any costs. For non-conformity forms that do not directly generate a debit note, a monthly report will be drawn up to add up the administrative costs associated with opening these NCFs or ACEs. The unit processing cost will be €30. If the monthly sum exceeds €150, a decision will be taken in agreement with our purchasing department to send the supplier a global debit note. The aim of this approach is to make the supplier aware that the multiplicity of small  incidents is disrupting our operations. In this case too, contact will be made in advance with the supplier to obtain an agreement in principle after negotiation between the parties.
The supplier must take back, at its own expense, the products delivered and refused as soon as possible after receipt of the notification of refusal (NCF or ACE). If no contact is made by the supplier within 3 days of the non-conformity form being sent, our company will return the supplies to the supplier at the latter’s expense.

9. Guarantee

The supplier, as a professional in its speciality, is bound by an obligation of results and, in particular, assumes full responsibility for the product, its design, its manufacturing process, the technical choices to be implemented for its production and its suitability for the use for which it is intended, of which the supplier declares that it is fully aware, and this regardless of the assistance provided by our company during the development of the product. The supplier warrants the product from the date of delivery against any lack of conformity with the order and/or the documents, whether resulting from a design, manufacturing or processing defect, and more generally against any apparent or hidden defect. Guarantee for all bodily, material and immaterial damages, direct, additional costs that would result from the supplier’s non-fulfilment of the obligation to deliver in conformity (e.g. exceptional transport costs, labour costs, replacement of products, etc.).

10. Transfer of ownership and risk

Unless otherwise stipulated in the special terms and conditions, the transfer of ownership of the products occurs solely as a result of the acceptance of the order by the supplier. The risks associated with the products are retained by the supplier until the actual delivery of the products to the premises designated for this purpose by our company, or acceptance of the services by our company. No retention of title clause stipulated by the supplier may be invoked against our company unless it has been expressly accepted in writing.

11. Confidentiality

Any drawings, plans, data, equipment, or any other material and/or information supplied by our company, or supplied by the supplier but paid for by our company as part of the price of the products, shall be considered as confidential information belonging exclusively to our company. The supplier agrees to treat as strictly confidential any material and/or information belonging to our company disclosed for the purposes hereof and to prevent any communication or disclosure of the material or information to any third party without the prior written consent of our  ompany. No written or oral communication or publication concerning the order or its contents may be made without the prior written consent of our company. Upon completion of the order, the supplier undertakes to return immediately to our company, at its request, all documents, confidential or otherwise, relating thereto, including computer files.

12. Insurance

The supplier shall be exclusively liable to our company and to third parties for any damage to property or other material damage, loss or injury resulting from the performance by the supplier, its employees, agents or subcontractors of the supplier’s obligations under the order. The supplier shall take out any insurance policy appropriate hereto in order to cover the consequences of its liability that may be incurred vis-à-vis our company and hereby agrees to defend and indemnify our company against all damages and other consequences of the supplier’s liability.

13. Subcontracting

The supplier may not assign, transfer or subcontract all or part of the order, even free of charge, without the prior express written agreement of our company. If the supplier is authorised to subcontract all or part of the order to one or more third parties, it shall remain solely and entirely responsible to our company for the execution of the order and the general terms and conditions of purchase. He shall defend and indemnify our company against any claims by the subcontractors.

14. Cancellation

14.1 Cancellation for convenience

Unless otherwise stipulated in the special terms and conditions, it is expressly agreed that our company may terminate all or part of the contract, without the need for any legal formalities and without giving rise to any right to compensation or damages of any kind whatsoever, without prior formal notice or particular formality(s), by informing the supplier of its decision, by simple registered letter with acknowledgement of receipt, of any open order, whether for a definable or indefinite period, at any time, for personal convenience, subject to three (3) months’ notice. No
order may be tacitly renewed.

14.2 Cancellation for fault

Unless otherwise stipulated in the special terms and conditions, it is expressly agreed that our company may, without prejudice to any damages and interest to which it may be entitled, terminate, in whole or in part, by registered letter with acknowledgement of receipt, any order in the event of partial or total non-performance by the supplier of any of the obligations incumbent upon it by virtue of the said order, after formal notice served by registered letter with acknowledgement of receipt which has remained unsuccessful on expiry of a period of 15 days from its receipt.
Termination shall take effect immediately.

15. Jurisdiction and applicable law

The supplier and our company shall endeavour to settle amicably any dispute relating to the interpretation or performance of the order. Unless otherwise stipulated in the special conditions, the applicable law is French law.
Exclusive jurisdiction is conferred on the SAINT ETIENNE Commercial Court for any dispute relating to the performance of the present terms and conditions.

16. Personal data

The supplier is hereby informed that our company, as Data Controller within the meaning of the European Data Protection Regulation (RGPD), processes personal data collected from the supplier.
The legal basis for this processing is the legitimate interest pursued by the purchaser, the performance of pre-contractual or contractual measures, compliance with legal and regulatory obligations and the consent of the supplier, through acceptance of these GTC.
This data may be communicated to our company’s service providers and subcontractors. It is not transferred to countries outside the European Union. Should this be the case, the supplier will be informed of this and of the measures taken to protect the security of the data.
The data is kept by our company for the time required for the operations for which it was collected and in compliance with the regulations in force. In this respect, supplier data is kept for the duration of the contractual relationship plus the duration of any guarantees, without prejudice to retention obligations (particularly for accounting purposes) or limitation periods.