General Conditions of Purchase

PREAMBULE

By accepting any order from the Customer, the Supplier accepts, without reservation, the present General Conditions of Purchase.

It waives the right to rely on any document (invoice or other Supplier document) that contradicts any of the clauses of these Conditions.

ARTICLE 1: DEFINITIONS AND CONTRACTUAL DOCUMENTS

Order : paper or electronic document by which the Customer orders the supply from the Supplier.

Contract : sales contract by which the Supplier undertakes to sell the Supply(s) to the Customer.

Supplies : products, raw materials, packaging or services ordered by the Customer from the Supplier.

Parties : the Customer, Systèmes et Connectique du Mans and the Supplier.

Site : the Customer’s establishment or that of a third party concerned by the delivery of the Supplies and mentioned in the Order.

Any Order must be made in writing (as well as any modification concerning it) and shall give rise to the issue of a purchase order. The Supplier shall in no event rely on a tacit agreement by the Customer. The Customer shall only be bound by documents signed by an authorized person on the company’s letterhead and referring to these General Conditions.

ARTICLE 2: ACKNOWLEDGEMENT OF RECEIPT

An Order shall not become final until the Customer has received in return (within a maximum of 8 days) the acknowledgement of receipt attached to the purchase order, without any modification or erasure, dated and bearing the Supplier’s commercial stamp. Any other document attached to this acknowledgement of receipt shall be deemed null and void. If the acknowledgement of receipt is not received within the time period indicated above, then the Order shall be deemed accepted by the Customer.

As long as the Supplier has not confirmed the Order, the Customer shall have the right to modify or cancel it. The Customer shall then be informed as soon as possible of any change in price or schedule resulting from the requested modifications.

The Order accepted by the Supplier shall constitute a firm and definitive commitment on its part and shall imply its adherence to these General Terms and Conditions of Purchase unless they have been the subject of written reservations formally accepted by the Customer.

ARTICLE 3: PRICE

Unless otherwise agreed, the price of the order is always stipulated as firm and definitive. Any packing instructions or services must be indicated on the Supplier’s delivery notes in order to be accepted by the Customer. No additional costs, expenses or fees of any kind shall be applied, unless expressly agreed between the Parties.

Orders shall not give rise to any systematic payment of advances (neither deposits nor down payments), unless expressly stipulated in the order or in the special conditions.

ARTICLE 4 : DELIVERY CONDITIONS

4.1 Delivery time

The delivery date is imperative and applies to any Supply delivered to the delivery location indicated on the Order.

The Supplier shall immediately inform the Customer of any delay, for whatever reason, occurring during the execution of the Order, in writing, specifying its probable duration and its consequences on the delivery time.

Such delay being a strict deadline and an essential and determining condition of the Customer’s consent, the Supplier shall be fully responsible for any delay in delivery and shall bear all direct or indirect harmful consequences thereof, without prejudice to the Customer’s right to cancel the Order in question, without such cancellation having to be declared in court, or to apply to whomever it sees fit, if the default continues for more than one month, to obtain the Supplies that are the subject of the Order concerned. In the latter case, the additional cost, as well as the expenses incurred by this new purchase, shall be borne by the defaulting Supplier.

In the event of delay in meeting any of the contractual deadlines set forth in the Order, the Customer shall be entitled to charge penalties equal to 1% (one percent) per working day of delay of the price of the late batch of Supplies.

Such sums shall be due without notice of default and shall be paid in the form of a credit note.

4.2 Packaging

Any specific packaging instructions must, in order to be accepted by the Customer, be indicated on the Supplier’s delivery slips.

Invoicing for packaging shall only be accepted if it is expressly provided for in the Order.

4.3 Shipping

Unless otherwise specified in the Order, shipments shall be made free of all charges to the designated Site. According to Incoterms 2020

Deliveries shall be made to the address indicated on the Order. Goods shall be labeled with Customer’s order number, Supplier’s name, item description, quantity and Supplier’s lot number.

Every shipment shall be accompanied by a delivery slip which shall specify:

  • the order number,
  • the method of shipment,
  • the recipient site,
  • the description of the goods shipped
  • the quantity in order units for each product or article.

Supplier shall be responsible for packaging the Supplies for shipment, which shall provide effective and adequate protection to preserve the full quality of such Supplies until delivery.

4.4. 4.4. Acceptance

Receipt shall take place at the location of the Site indicated in the order. A qualitative and quantitative inspection is then carried out to verify the conformity of the Supplies with the Order. In the event of non-conformity notified by the Customer via a Non-Conformity Form (NCF), the Supplier shall take all steps to remove the rejected Products at its expense within a maximum period of <7 > business days from the notification of the refusal, respecting the opening hours of the Customer’s stores. The invoice associated with said order will be blocked and it will be the responsibility of the Supplier to provide the Customer with a credit note corresponding to the amount of the refused goods.

ARTICLE 5: BILLING AND PAYMENT

All invoices issued for each Order shall include all of the information specified in Article L. 441-3 of the French Commercial Code as well as the number of the Order.

Unless otherwise agreed, invoices shall be paid within <30> days of the end of the month on the 15th day of the following month by bank transfer.

The Supplier expressly authorizes the Customer to set off the amounts due by the Customer or any assignee of the invoices against those due by the Supplier, for any reason whatsoever.

In the event that penalties may be applied by the Supplier for late payment, these shall 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 6: QUALITY ASSURANCE

Prior to any commencement of performance of the Order, the Supplier undertakes to provide proof of a civil liability insurance policy covering, in particular, the liabilities it incurs as a result of the performance of this contract for any material, bodily or immaterial damage.

To this end, it shall provide the Customer, duly completed and signed by its insurer, with the civil and professional insurance certificates at the latter’s first request. The issuance of the aforementioned insurance certificates shall in no way constitute an acknowledgement by the Customer of any limitation of liability on the part of the Supplier.

The Supplier undertakes, at the Customer’s request, to provide the Customer with all elements enabling it to identify the origin, place and date of manufacture of the Supply or of the elements making up the Supply, the quality controls performed, and the serial or batch numbers.

ARTICLE 7: SUPPLIER’S RESPONSIBILITIES

The Supplier agrees to comply fully with any obligations set forth in the specifications of the product or packaging covered by the Order. Subcontracting all or part of the Order shall require the prior written approval of Customer.

The Supplier undertakes in particular to ensure compliance with these General Conditions by its approved subcontractors.

Likewise, the Supplier shall not modify its manufacturing process and/or production site without the Customer’s prior approval.

In the event of non-compliance with the contractual specifications observed after acceptance, the Supplier undertakes to take back the Supply at its own expense and risk, without being able to claim any compensation or indemnity from the Customer. The Customer reserves a period of <30> days after delivery to proceed with any claims.

The Supplier warrants that the products or packaging delivered are free from defects or contamination of any kind. This does not in any way exclude liability for latent defects, which shall remain the responsibility of the Supplier (Articles 1641 et seq. of the Civil Code). The Supplier undertakes to comply with the legal and regulatory obligations in force concerning the packaging and labeling of materials or packaging delivered under the Order. The Supplier shall inform the Customer of the special storage conditions required for their proper preservation.

Under no circumstances shall the Customer be or can be held liable for any damages suffered by the Supplier during the supply of the products or services ordered by the Customer and shall not be liable for any loss of profit, capital investment or any other type of overhead costs suffered by the Supplier.

ARTICLE 8: WARRANTY

The Supplier warrants that the Supply complies with the description, specifications or samples mentioned in the contractual documents. The conformity of the Supplies delivered shall also cover the quantities requested, as well as compliance with the origin of the products as defined in the specifications and/or the purchase order and which may therefore be subject to reservations and give rise to the application of the above provisions.

Notwithstanding any special conditions specified in the Order, the Supplier shall, as part of the warranty it grants to its Supply and in the event of failure or defect thereof, ensure its replacement or make it fit for the purpose for which it is intended without any cost to the Customer, and with the prior written consent of the latter. In the absence of replacement or repair within <30> working days from the Customer’s request, the Customer may substitute itself for the Supplier by having the necessary operations performed by a third party of its choice. In all cases, the Supplier shall bear all costs of replacement or repair and in particular the costs of travel, labor and transportation. The Customer reserves the right to cancel or reduce the Order in the event that the Supplier is unwilling or unable to fulfill its technical or commercial obligations in accordance with the terms of such Order.

ARTICLE 9: FORCE MAJEURE

The Parties shall not be held liable or in breach of their contractual obligations where the failure to perform their respective obligations is due to force majeure; performance of the Order between the Parties shall be suspended until the causes giving rise to the force majeure have ceased. Force Majeure shall include irresistible facts or circumstances that are external to the Parties, unforeseeable and beyond the control of the Parties, despite all reasonable efforts to prevent them. The party affected by the force majeure shall notify the other within five (5) working days following the date on which it becomes aware of the force majeure. Both Parties shall then agree upon the terms and conditions under which performance of the Order shall continue.

ARTICLE 10: INDUSTRIAL PROPERTY

With respect to patents or licenses, the rights to which the raw materials and packaging used may give rise are the exclusive responsibility of the Supplier.

The Supplier guarantees that the use of the Supplies, which are the subject of the order, do not infringe the rights of third parties and that no dispute is pending concerning the use thereof.

The Supplier shall be responsible for all infringement or other actions that may be brought with respect to the Supplies delivered. If necessary, it shall reimburse the sums that will be incurred to oppose the actions directed against the Customer.

ARTICLE 11: CONFIDENTIALITY

Generally speaking, the Supplier shall be bound by the obligation of “Professional Secrecy” and shall refrain from communicating to any person, without the prior written consent of the Customer, all or part of the technical and commercial information and data collected during the execution of the Order and relating to the Customer’s business.

ARTICLE 12: TRANSFER OF OWNERSHIP

Unless otherwise stipulated in the specific terms and conditions of an order, the transfer of ownership and risks shall take place upon receipt of the Supplies, which shall be recognized as good and complete.

The Client rejects any retention of title clause that it has not expressly accepted beforehand in writing.

ARTICLE 13: COMPLIANCE WITH THE LAW – APPLICABLE LAW – JURISDICTION

The Supplier guarantees that it complies with all the regulations in force in the Country in which its company has its headquarters. All products supplied to the Customer comply with the laws (local, community and any other applicable laws).

The Supplier guarantees that the products or services supplied to the Customer will be carried out in accordance with the existing provisions on health and safety at work and accident prevention. The same requirement is expected in respect of environmental protection, according to the laws in force. If the Supplier fails to comply with the above commitments, he shall be obliged to compensate the Customer for any resulting damage.

All disputes relating to the execution or interpretation of our orders shall be subject to the jurisdiction of the Courts located in <Le Mans>. The present general conditions of purchase and the Orders under which they are placed are governed by French law.