1. GENERAL PROVISIONS
This order is a purchase order and its acceptance by supplier constitutes altogether acceptance by supplier of the specific conditions as defined in the first page of this purchase order as well as acceptance of the general terms and conditions set forth hereafter.
Supplier shall acknowledge receipt of this purchase order by sending back to our company the second original copy duly signed and bearing its company seal.
Should supplier fail to acknowledge receipt of the order within ten (10) days from receipt, then supplier shall be irrevocably deemed to have accepted this order without any reservation.
The specific conditions of this order shall have precedence over the general terms and conditions defined hereafter.
The express or tacit acceptance of this purchase order by supplier shall constitute an irrevocable waiver and withdrawal by supplier of its sales general and/or specific terms and conditions, whether such conditions have been defined in any business document, offer, tender sent prior to the purchase order or in any document (such as acknowledgment of receipt, delivery document, invoice) issued by supplier after the issuance of the purchase order.
Our company shall solely be bound by purchase orders duly signed by it.
2. SCOPE OF THE PURCHASE ORDER
The purchase order states the products or the services for which the order is placed, their quantity, price, place and date of delivery or, for services, place and time for completion.
The order includes as the case may be any additional specification required by our company.
Supplier shall not be entitled to claim for any modification to the terms of the order unless such modification has been accepted by way of a written amendment signed by our company.
3. PRICES
Prices stated in purchase orders :
· include all taxes, rights, duties, excises, franchises of any kind, to the sole exception of VAT ;
· include any and all cost related to packaging, transportation, insurance, in connection with delivery as specified in the purchase order ;
· are fixed, firm and not subject to revision.
Supplier shall notify our company of any change of its catalog prices within ninety (90) days notice.
4. QUANTITIES
Supplier shall make deliveries in strict compliance with quantities stated in the purchase order.
Subject to any specific provision of the purchase order, our company shall be entitled, in its sole discretion :
· in case of excess delivery, either (i) to send back to supplier the excess number of products at supplier’s risks and expenses, or (ii) to keep such excess number of products as a free and non invoiceable delivery ;
· in case of partial delivery, to send back such partial delivery at supplier’s risks and expenses.
If a partial delivery has been accepted by our company, the remaining part of the order shall be delivered within ten (10) working days maximum time period.
5. DELIVERY
Products shall be delivered and services shall be provided at the place stated in the purchase order in strict and full compliance with the dates stated such order. Compliance with the date and place of delivery is of the essence of the purchase contract.
Products shall be forwarded at supplier’s risks. Risks shall pass to our company upon acceptance of the products at the delivery place stated in the purchase order. Products shall be free and clear of any lien or/or right and shall in no case be subject to any reservation of title provision.
Supplier shall be responsible for requiring from our company information with respect to dates and time during which delivery can be made at the delivery place indicated in the purchase order.
Any delivery shall include documents mentioned in the purchase order as well as supplier’s delivery slip indicating purchase order number, product(s) number(s), quantities delivered, and, as the case may be, services rendered. Supplier shall provide one delivery slip for each order.
When products are delivered a second time by supplier after having been sent back by our company, the delivery slip shall, in addition to the above statements, indicate the return slip number issued by our company.
Our company shall be entitled to send the products back to supplier if part or all of the above mentioned documents are missing.
Packaging of customary type shall be fit for purpose. It shall provide full protection against bad weather, external or internal shocks , handling and storage in our warehouses.
6. DOCUMENTS AND TOOLS SUPPLIED TO SUPPLIER
Drawings, technical specifications, documentation and other means such as, without limitation, production tools, control tools, test devices, supplied to supplier for carrying out purchase orders shall remain at all time the sole and exclusive property of our company, and therefore shall not be made available to third parties without our prior express written consent.
Documents and other means supplied by our company to supplier shall solely and exclusively be used for carrying out our orders and supplier undertakes to take care of them and to subscribe appropriate insurance coverage for them.
Such documents and means shall be sent back to our company in good shape upon request.
7. CONTROL AND ACCEPTANCE OF PRODUCTS
Products delivered are subject to acceptance by our company.
Acceptance is subject to quantity and quality control by our quality department, and as the case may be, by our technical department for services.
Except if a different inspection and acceptance time period is indicated in the purchase order, rejection of products or services shall be notified in writing by our company to supplier within thirteen (30)) working days notice from delivery.
Any product non compliant with a purchase order shall be sent back to supplier at supplier’s risks and expenses.
Control carried out in supplier’s premises either by our company or by any public agency or any third party shall not imply acceptance of the product and shall not relieve supplier from its obligation to deliver products in compliance with specifications.
Should products be returned to supplier, our company may require replacement or repair at no additional cost.
Should the products returned to supplier not be repaired or replaced, then our company may seek supply from a third party and the provisions of article 11.3 hereunder shall apply.
8. LATE DELIVERY
In case of late delivery exceeding ten (10) days from the delivery date indicated in the purchase order, then our company shall be entitled to liquidated damages computed as follows :
VR / 100,
where V is the price of the products or services the delivery of which is delayed ; and R the number of days between the date indicated in the purchase order and the effective delivery day (including such delivery day).
Such liquidated shall be either invoiced by our company to supplier or shall be credited against any amount due by our company to supplier.
9. PAYMENT TERMS
Payment is subject to receipt by our company of supplier’s invoice for products delivered or services rendered.
Such invoice shall comply with the applicable regulation and shall, in addition to mandatory mentions, indicate the purchase order number, the products references and the delivery slip number related to the invoiced products.
Any mention of the invoice not consistent with the purchase order and these general terms and conditions shall be null, void and non enforceable.
Payment shall be made by way of a forty fiva (45) days term letter of credit, provided products and invoicing comply with the contractual terms and conditions of the order.
10. QUALITY
The order shall be carried out by supplier in conformance with the contractual terms and supplier quality requirements clauses mentioned on the purchase order...
Supplier is required to check it has a copy the last revision of this document.
11. TERMINATION
Our company shall have the right to terminate at its sole discretion all or part of any order without having to seek judicial termination in the following cases :
11.1 Delay
In case of delay in delivery exceeding thirty (30) days.
11.2 Non fulfillment of obligations
In case supplier does not or is unable to fulfill its obligations in compliance with the purchase order.
11.3 Right of replacement
Should our company have to seek supply from another source for all or part of an order, then the defaulting supplier shall, in addition to any other remedy available to our company under the contract or under the law, indemnify our company for the cost difference between the substitute order and the order initially placed to the defaulting supplier.
Termination by our company shall not entitle supplier to any indemnification or compensation and shall allow our company to recover damages.
12. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
Supplier shall indemnify and hold harmless our company from and against any claim by a third party that any product sold by supplier infringes its intellectual or industrial property rights.
13. LABOR REGULATION
Supplier shall at all time comply with labor and social welfare regulation.
14. DISPUTES
These terms and conditions, any purchase order and the rights and obligations deriving therefrom shall be governed by and interpreted in accordance with the laws of France.
With respect to disputes, exclusive jurisdiction is granted to the commercial court of the place where our company is registered.
The procedure shall be conducted in French.