General Conditions of Purchase and Procurement – ETIS

Article 1 – Definitions

The present General Conditions of Purchase and Procurement are hereinafter referred to as “GCPP”. In these Conditions, the following terms are defined as follows.

“Purchaser” : ETIS acting as a mandated purchaser towards the Supplier.

“Order” : all contractual documents concerning Supply governing relations between the Supplier and Purchaser, including in particular, in order of priority: the order form, the specific conditions and their appendices, the GCPP, any documents required drafted by the Supplier, which the Purchaser expressly agrees to incorporate in the Order.

“Party” and “Parties” shall respectively mean either the Purchaser or the Supplier individually and the Purchaser and Supplier jointly.

“Supplier” : the natural person or legal entity selected by the Purchaser to carry out the Order.

“Supply” : any goods, products or equipment including where applicable the associated documents and operating associated with installation.

Article 2 – Contractual documents

The GCPP provide all General Conditions of Sale of the Supplier and shall be applied insofar as no legal, contractual or particular condition contained in the Order stipulates otherwise.

Given that the Supplier expressly recognises that it has knowledge of the GCPP, applicable between the Parties and forming part of their agreement, by replying to the invitation to tender or quote for the Supply, the Supplier is deemed to have unreservedly accepted the GCPP, and that by starting to perform the Order the Supplier is deemed to have accepted the Order.

Modifications and departures from the present GCPP shall only apply if they have been agreed in writing between the Parties and they shall only be valid for the Order in question. The Supplier may not apply them to other Orders. Verbal undertakings and agreements shall be of no effect until they are confirmed by a written agreement between the parties. The Purchaser refuses all liability relating to execution by the Supplier of a verbal order or of a modification made verbally to the Order.

Article 3 – Acceptance of the order – Absence of exclusivity

All Orders must be in writing.

In this regard the Parties recognize and agree that the formation of the Order as well as the management thereof, notably the written communications and notices between the Parties shall be realised or result from electronic means as provided for in Article 1369-1 and the immediately following articles of the French Civil Code (or in the Acceptance of the Order does not confer any exclusivity in favour of the Supplier.

Article 4 – Modifications of the supply

The Purchaser may ask the Supplier to make modifications to the Supply initially defined in the Order.

The Supplier shall inform the Purchaser as rapidly as possible of the new delivery date and extra costs and more generally of any other effect on the Order directly arising from the said modifications.

The said modifications must be confirmed by an amendment to the Order.

Article 5 – Delivery

All deliveries shall be made Ex-Works unless otherwise provided for in the Order as defined in the latest edition of Incoterms, to the agreed address during the working days and normal working hours defined in the Order.

Unless otherwise provided for in the Order, the Supplier shall be responsible for packing, which must be appropriate for the means of transport used and for the transported Supply, in conformity with the applicable standards and codes of practice. In any event, the packing must prevent any damage likely to affect the Supply during transport and handling.

The packing materials must be taken back at the Supplier’s expense and must be processed in accordance with the legislation applicable at the point of delivery.

Failure to adhere to delivery lead times and delivery dates is considered a default of the Order. Whenever the overrunning of a delivery date is foreseeable, the Supplier must inform the Purchaser immediately in writing of the extent and reasons for the delay.

Any delay in delivery on the part of the Supplier and/or any third party under the latter’s responsibility shall automatically and without notice incur the application of the penalties laid down in the Order. These penalties, which consist of coercive fines, may be deducted as of right from any sums owed to the Supplier. They shall not affect the Purchaser’s right to claim damages from the Supplier and/or to cancel the Order immediately as of right, by derogation from the provisions of Article 16.1.

Article 6 – Acceptance of the supply

Acceptance of the Supply shall be declared after verification by the Purchaser that it conforms to the Order and, where applicable, after receipt and acceptance by the Purchaser or Purchaser’s representative of the sales documents, in particular the material certificates and drawings and more generally all documents laid down in the Order. At this time, the Supplier shall also give the Purchaser all information and documents relating to the safety and use of the Supply.

Delivery and/or payment for the Supply by the Purchaser shall not constitute acceptance. If the Supply is refused, it shall be kept available at the point of delivery, at the Supplier’s risk and expense.

In the event of rejection, unless the Purchaser decides otherwise in writing, the Supply shall, at the choice of the Purchaser, be repaired or replaced very shortly without Supplier being entitled to raise any objection concerning in particular its production and/or delivery schedule.

Any rejection or claim for non-conforming Supply may give rise to a replacement of the non-conforming articles and/or to making the missing items at own expense, to render the products conform to no cost to the Purchaser.

To reimburse the Purchaser for the price it paid for the non-conforming and/or missing products and thus terminate the sale of the non-compliant and/or missing products.

In any event, the Purchaser shall not be entitled to claim any compensation from ETIS.

If the Purchaser decides to retain any of the non-conforming products, it shall have the right to a reduction of an amount equivalent to the difference between, on the one hand, the value of the products that ought to have been delivered in compliance with the Order, and on the other hand, the value of the products actually delivered, such difference not to exceed five per cent (5%) of the Order Price of the products actually delivered.

The unreserved receipt of products and/or services ordered by the Purchaser shall include any apparent defect and/or missing part.

A claim made by a Purchaser under the conditions and according to the procedures described in the present article shall not suspend payment by the Purchaser for the goods in question.

Article 7 – Transfer of ownership and risks

The transfer of ownership shall occur on delivery of the Supply or, if payments are made before delivery, in proportion to the accumulated instalments paid. In the latter case, the Supplier undertakes to identify and isolate in the name of the Purchaser the Supply delivered in execution of the Order and when produced, in such a way that the said Supply cannot be confused with the Supplier’s own stocks or with any other items deliverable to other purchasers.

The Supplier renounces right of recourse to any reservation of title clause not expressly agreed by the Purchaser. The Supplier undertakes to ensure that its chain of suppliers does likewise.

The transfer of risks shall occur in all cases on delivery of the Supply, except in the event of rejection of the said Supply, as described in Article 6.

End of General Conditions of Purchase and Procurement