General Terms and Conditions of Purchase

Definitions

The Purchase Order/Purchase Contract: means the contract concluded between the Parties: the Buyer and the Seller – and which consists of all contractual documents in the order of precedence over one another, in the following order:

• The Purchase Order/Purchase Contract containing the specific purchasing conditions
• The Technical Specifications
• The Product technical sheet
• These general terms and conditions of purchase

The Product(s): the goods and/or services covered by the Purchase Order/Purchase Contract.

Purpose

These general terms and conditions of purchase govern, to the exclusion of all others not expressly accepted in writing by the parties, the purchase and delivery of Products intended for the Buyer.

These conditions may only be deviated from through specific conditions expressly agreed in writing between the Parties in the Purchase Order/Purchase Contract.

A request for information, an approach, a price request, a negotiation, etc. shall not imply any obligation to purchase on the part of the Buyer as long as a Purchase Order/Purchase Contract has not been duly signed by the Buyer.

Confidentiality

The Buyer and the Seller may exchange information regarding their technical processes, know-how, specific Product characteristics, studies and results, and developments. This information shall be considered confidential.

The Parties undertake to acknowledge the exclusive ownership of documents, studies, plans, diagrams, etc. by the party that issued them. They undertake not to disclose such information and not to use the knowledge acquired through contact with one another to obtain industrial property rights through patent or model applications.

Duration

Unless in the case of a single Purchase Order or otherwise provided for in the Purchase Contract, the latter is concluded for a period of twelve (12) months, without any possibility of tacit renewal.

Where the Purchase Contract is concluded for a multi-year period, either party may terminate it by registered notice sent at least three (3) months before the anniversary date of the Purchase Contract.

The delivery of a Product beyond the duration of the Purchase Order/Purchase Contract but ordered during said duration shall remain governed by all contractual documents referred to in Article 1 above.

Article 5 – Payment

Unless otherwise stipulated in the specific conditions, invoices are payable by bank transfer within 15 days following their issue date.

The Seller may assign its rights vis-à-vis the Client or pledge them to a third party, either through assignment or pledging of its receivable, or through transfer of ownership of the equipment, without this modifying the obligations of the Buyer.

Product Specifications

The Product specifications are set out in the Purchase Order/Purchase Contract and may be detailed in the Specifications document, which constitutes an appendix to the purchase order.

Orders

The Buyer places orders with the Seller according to its needs and uses the Purchase Order for this purpose.

The Purchase Order constitutes a firm order. It is issued by the Buyer and indicates as completely as possible the specifications of the Product and the order: article code, description, quantity ordered, price, delivery date, and any other specific conditions, where applicable.

Deliveries

Unless otherwise provided in the Purchase Order, the Products shall be delivered DDP (Incoterms 2020).

(a) Delivery Deadlines

The delivery deadlines stated in the Purchase Order are binding. In the event of delay, the Buyer may source the Products elsewhere and charge the price difference to the Seller.

Furthermore, in the event of late delivery, the Buyer shall have the right to refuse the Product if it no longer has use for it due to the delay, without having to justify or prove anything other than the fact that the deadline was exceeded.

In addition, in the event of late delivery or non-delivery, the Buyer reserves the right to terminate the Purchase Order/Purchase Contract without costs or notice, without prejudice to its right to claim full compensation for the damage suffered.

(b) Logistical Specifications

Delivery operations are carried out under the sole responsibility of the Seller. This responsibility extends to any breach of legal provisions regarding labor protection and environmental protection.

The Seller shall comply with the legal provisions in force on the date and at the place of delivery, in particular those relating to the safety of property and persons, including the protection of personal data. The Seller shall therefore ensure that all persons acting on its behalf strictly comply with these provisions.

(c) Documentation Accompanying the Product

All shipments shall be accompanied by a dispatch note indicating, in addition to the usual information, the Purchase Order number and line.

The Buyer’s article codes (ASSET), as well as the description, must appear on all packaging, delivery notes and invoices and, generally, on all communications (messages, letters, etc.).

Acceptance of the Product

Acceptance of the delivered Product shall only take place after full verification by the Buyer within 10 working days following the delivery date; mere receipt by the Buyer’s receiving department shall not constitute acceptance of the Product.

Acceptance shall not cover hidden defects or non-conformities that cannot be detected upon delivery.

Acceptance of the Product entails transfer of ownership to the Buyer.

Subcontracting

The Seller may neither assign the Purchase Order/Purchase Contract or any obligations arising therefrom, nor subcontract all or part of the Purchase Order/Purchase Contract without the prior written consent of the Buyer.

The Seller remains fully responsible for any damage, loss or other consequences resulting from the acts of the subcontractor. Even in the event of subcontracting, the Seller remains personally bound to comply with all its obligations towards the Buyer.

Invoicing and Payment

Each Purchase Order shall be the subject of a separate invoice, which must compulsorily include the reference number of the Purchase Order/Purchase Contract: Purchase Order number AND Asset number. It shall be sent to the Buyer’s registered office.

Any non-compliant invoice shall be rejected and therefore not registered, and the Seller shall immediately be informed in writing (e-mail or letter) of the non-compliance. The payment period shall be suspended until receipt of a compliant invoice.

Payments are made within 30 days end of month following receipt of invoices unless otherwise stated in the Purchase Order/Purchase Contract. The invoice date may not precede the delivery date.

The Buyer reserves the right to finance the purchase. In this case, the Seller shall comply with the procedure imposed by the financing institution (lender, leasing company, etc.).

Supplier Guarantees

The Seller is liable for hidden defects and non-conformities.

The Buyer reserves the right to refuse any Product or terminate a Purchase Order/Purchase Contract, in whole or in part, automatically and without prior notice, notably in the following cases:

• the Product is delivered late or not delivered;
• the Product is non-compliant or affected by an apparent or hidden defect;
• the Product infringes, alone or in combination, a patent or any other industrial or intellectual property right.

The Seller shall, where applicable, be required to take back the Product at its own expense and risk and credit the Buyer at the price agreed in the Purchase Order/Purchase Contract.

The Seller shall compensate the Buyer for any damage suffered as a consequence.

Contractual Liability

The Seller shall, in the event of failure to perform an obligation incumbent upon it under the Purchase Order/Purchase Contract, compensate the Buyer for the damage suffered as a result of such failure.

The Buyer may, in particular, replace at the Seller’s expense any Product not delivered on time, non-compliant or affected by a defect, and pass on the damage caused by the replacement cost where the latter exceeds the agreed price. For example, in the event of default by the Seller, the Buyer may replace the Seller for the service provision. The costs and expenses related to such replacement shall be borne by the Seller.

Insurance

The Seller, as well as its subcontractors, are required to take out at their own expense and maintain in force throughout the duration referred to in Article 4 above, an insurance policy covering their “operational” and “post-delivery” civil liability for an amount, per operational liability claim and per year for post-delivery liability, all damages combined, of at least EUR 1,250,000.

This amount shall in no event constitute a limitation of the Seller’s or subcontractors’ liability and shall not mean that the Buyer substitutes its financial liability beyond the insured amounts.

The Seller’s “post-delivery” liability is however limited to the insured amounts per case, except for any damage consisting of bodily injury to third parties.

Any deductibles provided for by the insurance contract shall remain payable by the insured party, namely the Seller or its subcontractors.

Force Majeure

A case of force majeure shall mean an event beyond the control of the parties, unforeseeable and irresistible in nature, preventing a party from fulfilling its contractual obligations, in whole or in part.

A party prevented by force majeure from fulfilling its obligations, in whole or in part, shall not be held liable.

Any case of force majeure must immediately be notified to the other party and confirmed in writing within five (5) days, detailing how the event prevents compliance with contractual obligations, in whole or in part.

The party prevented from performing all or part of its obligations due to force majeure shall take all reasonable measures to end the effects of the event qualified as force majeure, in order to resume as soon as possible the performance of the affected contractual obligations.

If, due to force majeure, the prevented party is unable to resume performance of its obligations within a reasonable period, both parties shall meet to determine the conditions for the possible continuation of the commercial relationship.

If such conditions cannot be agreed upon, or if the force majeure persists beyond thirty (30) days, the party suffering from the non-performance of obligations by the prevented party may terminate the contractual relationship without owing any termination indemnity and without having to justify anything beyond the existence of a force majeure event.

Packaging Waste Prevention

The Seller remains solely responsible for Product packaging and undertakes to take all measures required to comply with obligations arising from this responsibility (take-back obligation, information obligation, prevention plan).

Should the Buyer be required, by virtue of a mandatory provision, to assume all or part of this responsibility, the Seller undertakes to provide all useful information enabling the Buyer to comply properly.

Early Termination

A.

In the event of non-compliance by one party with any of its obligations, and if, after formal notice, the defaulting party has not taken appropriate measures to remedy the breach within the allotted time, the other party shall have the right to terminate the Purchase Order/Purchase Contract with immediate effect, without owing any compensation, but without prejudice to its right to claim compensation for the damage caused by the breach of contractual obligations.

B.

In the event of bankruptcy, judicial reorganization proceedings, liquidation or a similar situation affecting one of the parties, the other party shall have the right to terminate the contract with immediate effect, without notice and without owing any compensation.

C.

In all cases of termination referred to in this article, termination must be notified by registered letter stating the reason for termination.

Applicable Law and Competent Court

The Purchase Order/Purchase Contract is governed by the law of the Buyer’s registered office. When the Supplier is not established in the same country as the Buyer’s registered office, the parties agree to refer to the Vienna Convention on Contracts for the International Sale of Goods approved by the law of 4 September 1996, for all matters not expressly stipulated.

Any disputes concerning the commercial relationships governed by the Purchase Order/Purchase Contract and the documents referred to therein shall fall under the exclusive jurisdiction of the courts of the district where the Buyer’s registered office is located.