Terms of purchase
These general conditions of purchase apply to all orders for goods related products and services (hereinafter, the "Supplies") and control services, issued by the buyer.
The purpose of the purchase contract is defined in the command, which specifies the nature of supplies and / or services that the supplier is committed to providing.
A "buyer" any company Regeal Affimet directly or indirectly holds the majority of shares or voting rights.
The term "service" means any service, of whatever kind, including Regeal Affimet would need.
These general conditions of purchase shall prevail over the terms and conditions of sale provider.
3. CONTRACT DOCUMENTS
The purchase contract or order confirmation includes among others the following information:
* A double signature buyers;
* These terms and conditions of purchase;
* Purchased the product description, price, terms of delivery and payment
4. EFFECTIVE DATE AND TIME OF PURCHASE AGREEMENT
If changes to the order by the supplier, it must be expressly accepted by the buyer and will result in a new order (or an amendment to the initial order) incorporating this change.
Any commencement of execution of the order, even before the end of the period of ten working days of the issuance of the order is considered an unconditional acceptance of it.
The duration and renewal of the purchase contract are specified in the order.
The vendor must verify that the information and data contained in the documents constituting the purchase agreement are consistent with the laws and regulations and the rules of art and to inform the buyer in case of incompatibility.
5. PRICE - PAYMENT TERMS
The cost of supplies is determined in the order. Except as expressly provided in the order, the price is firm, not subject to revision, and tax free lump sum.
Payment terms are determined in the order. Unless otherwise expressly stipulated in the order, payments will be made to ninety (90) days end of month the ten (10) months of receipt of the invoice by the purchaser.
The Purchaser reserves the right to set off claims it may have on the supplier and the amounts he might have him on the occasion of the execution of the purchase agreement.
6. DEFAULT INTEREST
In case of total or partial late payment, not justified by the existence of a dispute relating to the execution of the order, the purchaser will be automatically indebted to the supplier default interest equal to 1.5 times the legal interest rate.
The supplier is obliged to immediately inform the buyer of any event that may have an influence on the date specified in the order. If the supplier delays, purchaser reserves the right, without the need of a formal notice:
* To request the supplier arrangements to reduce the delay;
* Apply late penalties, without prejudice to any damages;
* To cancel all orders or balance of outstanding orders on time without any formality, maturity worth itself formal notice and without prejudice to any damages.
The supplier is obliged to deliver, at its expense and risk, the supplies in accordance to the term "DDP" (Incoterms in force at the date of order) to the delivery point specified in the order, all duties and taxes paid by him, except special agreement between the parties.
The packaging of the supplies, the supplier's office must be adapted to the supplies, the mode of transport, destination and must allow a discharge without risk of accident.
The supplier agrees to comply with all the rules applicable to the transport of goods and products ordered by the buyer. The supplier will arrange transportation of these goods and products with a constant concern to ensure respect for their quality and full security, particularly, checking that the carrier fails to transport hazardous materials as defined by the standards in effect at the side of the goods and products ordered by the buyer.
Our orders are considered to be executed when the tonnage delivered corresponds to roughly 2% that indicated in the order. For orders involving successive deliveries, the same margin of tolerance for each delivery but total shipments should not, unless we agree otherwise, be higher or lower by more than 2% of the ordered tonnage. This amount of tolerance applies to each quality when ordering with several qualities.
Reception is the act by which the buyer establishes a report in which he declares to accept with or without reserve supplies and / or services, subject to the order.
The reception was held in the premises designated by the buyer. There is no implied reception.
Whatever the chosen form of reception, reception aims to check the conformity of supplies and / or services in terms of quantity, quality and performance and implies that the supplier has previously submitted documents and other deliverables specified in the order.
Any delivery / receipt truck must be accompanied by a delivery note given to the driver. For shipments by car, the delivery must be sent to the plant of destination the same day sent the wagon. The delivery must recall the order number indicate the truck number or wagon, the weight and quality of the delivered commodity. Otherwise, we reserve the right to refuse delivery or hold the vehicle at the expense of the sender until receipt to our factory delivery. The signing of the delivery is valid only as a defense to the carrier and does not constitute any presumption of acceptance of the goods
If, on the occasion of the reception, it appears that the supplier has not met its contractual or legal obligations, the buyer reserves the right not to comment on the receipt and apply the provisions of Article 13 below, without prejudice to any other claims.
The weights considered as actually delivered will be determined at our plants, or in lieu of contractually agreed delivery or by weighers approved by the railways, for deliveries by rail or by ourselves in the presence of the sender's agent or carrier, for deliveries by road. So determined weight will be binding to one or other of the parties throughout the contractual relationship, provided that the supplier is still entitled to attend or be represented by a sworn weigher of his choice, the weighing operations.
10. TRANSFER OF OWNERSHIP
The transfer of ownership takes place by operation of law in favor of the purchaser on the day of quantitative and qualitative reception. Only accepted retention of title clauses and signed by the purchaser expressly exempt from this principle. In the case of services, the transfer of ownership takes place to the payment of the first installment if there occurs or payment, however the risks remain to the supplier charged until receipt defined in Article 9 above.
For each delivery, the supplier must send us an invoice with the reference of the concerned batch (to do this, Affimet must have sent this information to the provider). Any invoice with a higher price negotiated during the formation of the contract or not bearing the number of the lot in question will be returned automatically. Unless otherwise stated, prices are firm and final and not subject to revision.
The supplier must hold an insurance policy covering all bodily, material or immaterial, direct or indirect, related to the execution of the contract and that would be his actions or those of its subcontractors or sub –suppliers.
This insurance policy must be purchased from a reputable insurance company and the supplier must be able to prove, at any time on request of the buyer, this insurance policy and the payment of premiums.
Such insurance shall be maintained throughout the duration of the contract.
Compliance with the terms of the order by the supplier in particular, but not exclusively, as regards time, compliance and performance is an obligation of result. The supplier is also required of a duty to advise and information and in general, the supplier is required for the execution of the order to comply with applicable standards to the field, the buyer's standards and state of the art.
On the other hand, if it appears that the supplier has not met its obligations, it will, and according to the choice of the buyer, notified by any means to the supplier: resume (at his cost and risk ), replace, renew or correct any supply and / or provision in question or to enforce compliance with the provision and / or benefit at the expense of fournisseur.En non-conformity of the goods delivered, the supplier may avail regulations already done for refusing to indemnify or reimburse us for the partial or total value of the non-conforming goods. The manufacturer's warranty is that the common law. Expressly agreed otherwise, we accept no limitation on the scope or duration of the manufacturer's warranty As part of the execution of the order, the supplier is responsible for any loss or damage material or immaterial
(Including operating losses) suffered by the buyer of his actions or those of its agents, employees or subcontractors.
All information, regardless of form or medium sent to the supplier or to which it has access in the course of the contract, should be considered by it as strictly confidential and exclusively necessary for the execution of the order. The supplier shall vouch for compliance with this clause by its subcontractors or sub-suppliers.
The contract shall in no circumstances give rise to any direct or indirect advertising without the prior written consent of the buyer.
15. TERMINATION - RESOLUTION
In case of default by the supplier to any of its obligations under the purchase contract, not repaired within fifteen days from sending a registered letter with acknowledgment of receipt notifying the infringement case, the buyer may enforce the termination or rescission of the contract, without prejudice to the damages that the buyer may ask the vendor repair the damage suffered.
If necessary, the supplier shall repay to the buyer the installments already settled.
The contract is not transferable in part or in whole, by the supplier without the prior written consent of the buyer.
17. FORCE MAJEURE
Will be considered as force majeure any outdoor event, unforeseeable and irresistible render impossible the execution of all or part of contractual obligations.
The party concerned shall notify in writing within forty-eight (48) hours after the occurrence of the event, the other the discovery of the existence of such cases and the contractual delivery times will be extended for a period equal to the duration of the force majeure.
In the event a force majeure event exists for more than thirty (90) working days, either party could terminate the contract by notifying by registered letter with acknowledgment of receipt.
In any event, shall not be considered as force majeure:
* The strike action at the supplier, its sub-suppliers or subcontractors;
* Direct or indirect consequences of failures in the computer systems of suppliers, their sub-suppliers and subcontractors.
The cessation of the force majeure shall be notified to the other party in writing within forty-eight (48) hours of cessation.
18. HEALTH - SAFETY - ENVIRONMENT - CONCEALED WORK
The supplier undertakes to respect the laws and regulations in force and the usually applied in the trade provisions on hygiene and safety and to comply with all the conditions that would be imposed by specific regulations him on the intervention site.
The supplier is solely responsible for its staff; it must ensure that it has read: i) the internal regulations, ii) safety instructions, iii) specific regulations including rules concerning the wearing of equipment and individual protection.
In addition to the legal and regulatory requirements, the supplier agrees to comply with the guidelines and procedures established by the buyer on the environment and quality.
The materials must ABSOLUTELY be free of:
* Radioactive waste;
* Ammunition or explosives;
* Hollow body (tanks, bottles, fire extinguishers, air bags ...) unopened by shearing or cutting appropriate;
* Fuel oil or fat inside containers or utensils;
* Fine particles and powders;
* Hazardous metals (selenium, lithium, cadmium ...);
* PCB waste, pyralenes;
* Medical waste, putrescible;
Trucks must be clean, with no traces of contamination from previous cargoes, including: powder, fertilizer.
19. APPLICABLE LAW
If at least one of the parties is French:
The contract (special conditions and these terms and conditions of purchase) is subject to French law, excluding any rules of conflict of laws.
If neither party is French:
The contract (special conditions and these terms and conditions of purchase) subject to the provisions of the Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods. For provisions not covered by the Vienna Convention and for contracts for services, the applicable law is that of the nationality of the buyer.
Any dispute or claim concerning the validity, interpretation or execution of the contract (special conditions and these terms and conditions of purchase) will be the exclusive jurisdiction of the courts within whose jurisdiction the buyer has its registered office at the formation of the contract.