GENERAL CONDITIONS OF PURCHASE

    1. Content – Scope – Enforceability

    The purpose of the present general terms and conditions of purchase (hereinafter the “GTC”) is to define the contractual conditions under which SCCM ALP entrusts the supplier (hereinafter the “Supplier”), who accepts, with the supply of goods and/or services (hereinafter “Supply(s)”). The Client and the Supplier (hereinafter “the Parties”) expressly acknowledge, after negotiation, that they have agreed to apply in good faith these GTC, to the exclusion of the Supplier’s general terms and conditions of sale. The GTC may be supplemented, clarified or amended by special conditions in a document negotiated and signed by the Supplier and the Customer. They may also be supplemented by specifications. Specifications are understood to be any document defining the requirements with which the Supplier or the Supply must comply, the Customer’s needs and the conditions of execution of the Supply, such as, in particular, the specifications, the standards and the applicable quality requirements (hereinafter the “Specifications”). Reference is made in the Order to the GTC and to any special purchase conditions and/or Specifications (hereinafter together “Contract”). The GTC shall apply upon acceptance of the Order or upon commencement of performance of the Order by the Supplier. The term “Supply” shall refer to any tangible or intangible goods (product, software, etc.) and services covered by the Order. The fact that the Customer does not avail itself at a given time of a clause of these GTC shall not be construed as a waiver of the right to avail itself of such clause at a later date. If any of the provisions of these GTC cannot be applied for any reason, all other terms and conditions shall remain valid.

     

    1. Contractual documents

    The relationship between the Parties concerning the Supply shall be governed by the following contractual documents in descending order of priority:

    – The Order

    – The Special Purchase Conditions

    – The GTC

    – The Specifications

    It is understood, however, that the Order shall comply with the agreements concluded between the Parties, unless otherwise agreed in writing by mutual consent. In the event of any inconsistency between two documents of different rank, the document of higher rank shall prevail. Any other terms and conditions which supplement or modify the contractual documents shall not be enforceable against the Parties without their prior express written agreement.

     

    1. Order

    The term “Order” hereinafter refers to any document, regardless of its form, issued by the Customer and sent to the Supplier concerning the purchase or rental of a Supply, including, in particular, the description of the Supply ordered, the deadlines, the price and the reference to these GTC. Unless otherwise stipulated in the Order with the agreement of the Parties, the Supplier undertakes to execute the Order in accordance with the contractual documents and in compliance with the rules of the trade, regulations and standards in force. The Supplier shall be bound by an obligation of result, except in the event of force majeure, as defined by Article 1218 of the Civil Code.

    3.1. Placing an Order (paper or electronic) The Customer shall only be bound by a written Order in electronic form, once the use of this means has been accepted, or on the Customer’s letterhead, i.e. SCCM ALP, addressed and signed by a person duly authorised by the Customer and referring to these GTC.

    3.2. Acknowledgement of receipt of Orders Orders placed verbally or by telephone are only valid if confirmed in writing. Each Order must be accepted within a maximum of five (5) days from the date it is sent, failing which the Order may be cancelled by the Customer without any obligation to justify itself or, where applicable, shall be treated as having been accepted by the Supplier. Should the Supplier express reservations, these shall be admissible only if they are set out in a reasoned and explicit letter and give rise to a written acceptance by the Customer. In order to facilitate the processing of Orders, the references appearing on the front of the Order must be fully repeated in the acknowledgement of receipt. Notwithstanding receipt of the acknowledgement of receipt, the Customer may modify the quantities and delivery dates initially agreed upon by sending an amended Order to the Supplier; the latter shall have a maximum of five (5) days from the date of dispatch of the new Order in which to make known in writing its disagreement. Failing this, the modifications shall be deemed to have been accepted by the Supplier.

    3.3. Recurrence of Orders Recurrence of Orders with the Supplier does not imply any exclusivity in favour of the Supplier so that the Customer is not obliged to place orders with the Supplier for subsequent purchases..

     

    1. Terms of delivery

    Delivery means the moment when the Customer takes possession of the ordered Supplies (in quantity and quality). The Supplier undertakes to deliver the Supplies at the places/dates/times indicated on the Order form and during the Customer’s opening hours. It is the Supplier’s responsibility to ensure the latter. If no delivery date is indicated, the Supplier shall make the delivery or perform the service within a maximum of thirty (30) days after the conclusion of the contract. Any early or delayed delivery must be agreed in writing by the Customer or the site concerned by the delivery. In the event of on-site service provision, the Supplier shall comply with the Customer’s applicable regulations, health and safety measures.

     

     

     

    1. Packaging and transport

    Except in the case of special conditions or specific recommendations of the Customer, the ordered Supplies shall be transported at the expense and under the responsibility of the Supplier, who shall choose its carrier, take out at its expense the insurance policies necessary to guarantee the transport, and define the packaging and packing according to the mode of transport. Consequently, damaged goods shall not be accepted by the Client. Unless otherwise agreed, all Supplies shall be delivered “Delivered Duty Paid” (DDP at the consignee’s place, according to CCI Incoterms – 2020 Editions).

     

    1. Conformity

    6.1 The Supplies delivered shall strictly comply in quality and quantity with the drawings, specifications, tooling, models or any document appearing or referred to in the Order as well as with the characteristics agreed between the Parties. Any technical modification, even minor, must be expressly accepted by the Customer.

    6.2 Compliance with regulations: the Supplies delivered shall comply with the requirements of the laws, regulations and standards in force in the country for which they are intended and which the Supplier is deemed to be aware of by accepting the Order. All documents and certificates shall be sent to the Customer.

     

    1. Delivery note

    Each shipment shall be subject to a Delivery Note (hereinafter “DL”) drawn up in two (2) copies by the Supplier. One will be sent to the Customer with the invoice; the second, placed in the packaging, will accompany the packages regardless of the mode of transport. The Supplier shall include in the packages the documentation and specifications written in French. Each BL shall include the following information: Order number, description of the Supply, quantities delivered, status of the Order (sold out or partial), name of the carrier. Each BL shall also be accompanied by the certificates of conformity and the inspection reports carried out on the Supply in accordance with the provisions of the Order.

     

    1. Late delivery

    Penalties. The Supplier shall immediately inform the Customer of any foreseeable delay in delivery and of the measures taken to remedy it, all additional expenses resulting therefrom being borne by the Supplier. In addition, any delivery made after the contractual date shall entail the possibility, at the Customer’s discretion, of the application of late delivery penalties without prejudice to any damages. Unless otherwise agreed by the parties, the amount of these penalties, deducted from the payments, is equal to a percentage of the value of the Supplies delivered late. Unless otherwise agreed, this percentage is half a percent (0.5%) per calendar day of delay for the first five (5) days, and increased to one percent (1%) per day thereafter, with a limit of 10%. These penalties are not in full discharge of the Client’s obligations and cannot be considered as a fixed and definitive compensation for the loss suffered by the Client. Furthermore, in the event of late delivery, the Client reserves the right to cancel the Order still to be delivered, ipso jure, without formal notice and by simply sending a registered letter with acknowledgement of receipt. Lastly, the Customer reserves the right, within eight (8) days after formal notice by registered letter with acknowledgement of receipt has remained without effect, to obtain supplies from a third party at the Supplier’s expense for the additional cost incurred, without prejudice to penalties for delay, damages and interest for prejudice caused.

     

    1. Acceptance – Refusal of Acceptance

    Acceptance means the control by the Client of the conformity with the Order of the Supplies delivered (including the services provided), both in quantity and quality. The Client reserves the right to refuse the Supplies delivered or to express reservations in the event of

    – obvious defects

    – non-conformity with the Customer’s specifications (in particular CE conformity certificates, instructions for use, etc.) and/or specifications;

    – non-compliance with the Supplier’s specifications

    – non-conformity with the standards in force

    – modification of the manufacturing processes

    – deterioration, partial delivery, unless the Customer has given his prior agreement

    – delivery to an address other than the agreed address

    In the event of reservations expressed by the Customer, the Supplier shall remedy the contractual shortcomings observed as soon as possible. If, after fifteen (15) days, the defects noted have not been corrected, the Client may decide to reject the Supplies. In this case, the price shall not be due and any advance payments received shall be refunded to the Client as soon as possible. Any rejected Supply shall be removed by the Supplier within eight (8) days of the Client’s notification of refusal to accept it. Failing this, it shall be returned to the Supplier at its expense and risk. The Supplier shall also be obliged to replace at its own expense, at the Customer’s request, any rejected Supply. If there are no reservations or after the reservations have been lifted, the Customer shall declare acceptance in writing.

    1. Audit

    During the execution of the Supply, the Supplier undertakes to allow the Customer free access, with prior notice, during working hours, to its premises and to all documents for the purpose of any controls. It shall obtain the same right from any of its subcontractors. A copy of the audit report shall be sent to the Supplier free of charge. If the audit report reveals minor shortcomings in the Supplier’s performance of the Contract, the Supplier shall remedy such shortcomings within fifteen (15) working days of receiving the report. If the report reveals serious shortcomings or if the Supplier fails to remedy the minor shortcomings within the time limit, such shortcomings shall be deemed to be misconduct warranting termination of the Agreement at the Customer’s discretion in accordance with the Article “Termination”. The Parties agree that in any event the audit procedure does not in any way relieve the Supplier of compliance with its contractual obligations.

     

    1. Transfer of ownership and risk

    Upon acceptance of the Order, ownership of the Supplies shall pass to the Client as and when they are completed. The transfer of risks relating to the Supplies shall take place upon delivery of the compliant Supplies, unless otherwise agreed by the Parties.

     

    1. Assignment and subcontracting

    The Supplier shall not assign or subcontract all or part of the Order without the prior written consent of the Customer, it being understood that in any event the Supplier shall remain liable to the Customer for all acts and omissions of such assignees or subcontractors.

     

    1. Prices and terms of payment

    Unless otherwise specified, the prices stated on the Order are firm and non-revisable, including all taxes and duties, but excluding VAT. These prices include all costs and expenses incurred by the Supplier for the performance of the Supply, including the transfer of any results and related property rights, travel expenses to visit the Client’s sites, transport costs, packaging and wrapping suitable for the transport and storage of the Supply, as well as the documents referred to in the “Conformity” article. The payment terms for invoices shall be defined in the Order, it being specified that, in accordance with the law, they may not exceed forty-five (45) days from the end of the month or sixty (60) days from the date of issue of the invoice, or forty-five (45) days from the date of issue of the invoice in the event of a periodic invoice. Unless otherwise stated in the Order, the payment period shall be sixty (60) days from the date of issue of the invoice. Unless otherwise agreed, no deposit shall be paid on acceptance of the Order by the Customer. If the Order provides for the payment of a deposit, the Supplier shall, prior to any payment by the Customer, provide the Customer with a bank guarantee issued by a first class bank in an amount equal to the amount of the deposit and valid until the deposit is redeemed. In addition, each of the Parties expressly waives the right to rely on the provisions of Article 1195 of the Civil Code relating to unforeseen circumstances.

     

    1. Invoicing

    For each Order, the invoice shall be drawn up and sent by the Supplier in accordance with the terms of the Order form. In addition to the legal information, the invoices shall include all the information appearing in the Order enabling the identification and control of the Supplies, and in particular: Order number, Delivery Order number, name and address of the invoicing entity, name and address of the delivery entity (if different). In the event of late payment, late payment penalties equal to three (3) times the legal interest rate applicable in France shall be payable on the day following the payment date shown on the invoice.

     

    1. Guarantee

    The Supplier guarantees in particular that the Supplies are :

    – conform to the Order, the rules of the trade, the laws and regulations in force

    – fit for the functions and use for which they are intended (within the limits of use possibly specified by the Supplier)

    – free of any apparent or hidden defect and of operating faults

    – free of any intellectual property rights of third parties.

     

    The Supply shall be guaranteed against all design, manufacturing and operating defects and against all defects in materials and component parts for the period defined in the Order or, failing that, for a period of twenty-four (24) months from receipt by the Customer. The Supplier’s warranty covers parts, labour, travel and transport. The Supplier guarantees the continued operation of the software in accordance with the specifications and/or the related specifications. Any intervention under the guarantee is itself guaranteed for a period of twenty-four (24) months as from the intervention or for the remaining period of the original guarantee if the latter is longer. The Supplier shall repair the consequences of such defects for the Customer and its customers with all due diligence and at its own expense. In the event that the Supplier is unable to ensure the proper performance of this warranty obligation, the Customer reserves the right to have the necessary services performed at the Supplier’s expense. More generally, and without prejudice to the application of the termination clause, the Customer reserves the right to call into question, at any time, the Supplier’s liability, in particular in the event that an action is brought against it, in order to obtain compensation for any damage caused by a design, manufacturing or operating defect in the Supplies.

     

     

     

     

    1. Liability

    The Supplier shall be solely liable for any damage or prejudice of any kind occurring during the performance of the Order. The Supplier shall also be liable for any consequential material or immaterial loss resulting from any delay, defect, malfunction or failure of the Supplies or any act or omission arising out of the Order. Accordingly, the Supplier shall indemnify, defend and hold the Customer harmless against all claims, losses, damages, expenses and costs of any kind arising therefrom.

     

    1. Insurance

    The Supplier shall take out all insurance policies it deems necessary for the purposes of the performance of the Order with a company of known solvency (in relation to the Supplier’s turnover with the Customer). Its liability shall cover all bodily injury, property damage and consequential or non-consequential damage. The amounts of cover provided by this insurance shall in no way constitute a limit of the Supplier’s liability. The Client reserves the right to request a valid insurance certificate indicating the guarantees granted, their amounts, the deductibles, the date of effect of the insurance contracts, the activities, the nature of the Supplies or missions guaranteed and justifying that the Supplier is up to date with the payment of its premiums. The Supplier may not in any way invoke the existence of its insurance policies, an insufficiency of coverage or the deductibles or exclusions and more generally any dispute that may be raised against it by the insurer in the event of a claim, in order to obtain a reduction of liability. In the event that the Supplier’s failure to comply with any of its obligations should incur the liability of its Customer, the Supplier undertakes to indemnify them against all claims. The Supplier undertakes to notify the Customer of any modification affecting its insurance policies as well as any fact likely to cause the suspension or cancellation of the policies taken out insofar as this modification is likely to affect the obligations of the Supplier. In the event that risks become uninsurable due to changes in the insurance or reinsurance market, the Supplier shall bear the costs resulting from the occurrence of a loss, initially covered by its policies and which become uninsurable during the performance of the Order, without any additional cost to the Customer.

     

    1. Intellectual or Industrial Property

    18.1 Each Party shall remain the owner or holder of the rights to any documents and intellectual property rights, including any know-how and knowledge it possesses at the time of the Order or on which it holds a licence to use. The Supplier grants the Customer a licence to use its prior knowledge incorporated in the Supplies necessary for their use without restriction. Plans, drawings, specifications and other documents as well as models and tools entrusted by the Customer to the Supplier for the execution of the Order shall be the property of the Customer and shall be returned to the Customer without having been copied, as soon as the relevant Order is completed. The Supplier shall not make any use of them outside the performance of the Order.

    18.2 The Supplier hereby assigns to the Customer, on an exclusive, irrevocable and final basis, all property rights in any results and deliverables generated in the performance of the Order (including the Supplies, documents and software specially developed for the Customer, any process, in particular manufacturing processes and know-how, which are integrated into or associated with the Supplies) for the entire world, for any destination and in any language and for the entire duration of the protection of the results as provided for by the applicable legislation. The Supplier shall refrain from using and exploiting any results and deliverables outside the Order. The Supplier hereby grants the Customer a licence to use software other than that developed specifically for the Customer, which is integrated or associated with the Supplies covered by the Order, with a view to its exploitation for the needs of the Customer and its customers.

    18.3 The Supplier shall at its own expense and under its direction defend any action or claim by a third party against the Customer on the grounds that any element of the Supplies subject to the Order infringes its intellectual or industrial property rights claimed by third parties. The Supplier shall bear the cost of any judgments against the Customer and shall indemnify the Customer against all costs, expenses and other harmful consequences incurred by the Customer.

     

    1. Confidentiality – Communication – protection of personal data

    All information of any kind, whether commercial or technical, disclosed to the Supplier in connection with the Order or during its performance shall remain the exclusive property of the Customer. The Supplier shall only use such information in connection with the Order and shall return it to the Customer after completion of the Order. The Supplier undertakes to keep such information strictly confidential for a period of five (5) years after the date of the Order, to provide it only to those employees who need to have knowledge of it for the performance of the Order and who are obliged to treat it confidentially, and not to disclose it to third parties under any circumstances without the prior written consent of the Customer. Unless the Customer has given its prior written consent, the Supplier shall refrain from communicating, in any way whatsoever, about the existence of commercial relations between the Customer and the Supplier and/or about the Customer and its associated brands. The decisive information exchanged between the Parties before and during the negotiation phase shall be considered confidential. For the purposes of this clause “Personal Data” shall mean personal data as defined by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”). Each Party acknowledges that the Personal Data and the processing thereof are subject to the legal and regulatory provisions on the protection of personal data applicable to the Customer or the Supplier, as the case may be, including in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, applicable as from 25 May 2018 and any local regulations adopted in application of or in addition to the latter (hereinafter together the “RGPD”) and each of them undertakes to comply with the RGPD. Each Party may be required to collect and process the Personal Data of the other Party for the purposes of performing the Contract and/or for the purposes of managing the file of suppliers comprising natural persons and/or for the purposes of managing its customers and prospects. In this case, the Party concerned is responsible for the processing of this Personal Data within the meaning of the GDPR and undertakes to comply with the latter. The Supplier may also collect and/or process Personal Data on behalf of the Customer, acting as a subcontractor of such Personal Data, within the meaning of the RGPD. As such, it undertakes to comply with the RGPD, as well as with the provisions set out in the special purchase conditions.

    Any failure by the Supplier to comply with the obligations relating to the Personal Data shall constitute a failure to comply with its essential obligations, which may result in the partial or total termination of the Contract for fault in accordance with the provisions of the article “termination”, without prejudice to the Customer

     

    1. Ethical and Sustainable Development Principles

    The Supplier warrants to the Customer that it, its subcontractors and its suppliers comply with the standards of international and national law in the field of ethics and sustainable development, in particular with regard to respect for human rights, health and safety of personnel and third parties, environmental protection, the fight against corruption, competition law and economic sanctions. The Customer may, at any time during the term of the contract, request proof from the Supplier that it has complied with the requirements of this article. Any failure to comply with the provisions of this Article shall constitute a material breach of contract entitling the Customer to suspend performance of the Order by notice to the Supplier and/or to terminate the contract by notice to the Supplier (such termination to take effect on the expiry of a period of time to be specified in such notice, which period shall not be less than fifteen (15) days). Any such suspension or termination of the Order shall be deemed to be to the sole detriment of the Supplier, on the terms and conditions set forth in the Article “Termination” hereof. Notwithstanding any stipulation to the contrary in this Agreement and without prejudice to the above paragraph, the Supplier shall indemnify the Customer for all costs, penalties, damages and other losses and liabilities incurred by SCCM ALP as a result of any breach by the Supplier of the provisions of this Article.

     

    1. Termination

    21.1 In the event of non-performance of any of its contractual obligations by either Party and fifteen (15) days after formal notice by registered letter with acknowledgement of receipt has remained without effect and containing a declaration to avail itself of the benefit of this clause, the Customer or the Supplier reserves the right to terminate the Order to the exclusive detriment of either Party, without the need to comply with any judicial formality and without prejudice to any claims for damages.

    21.2 The Customer may terminate the Order in the event of the Supplier’s bankruptcy, dissolution or seizure of assets in accordance with the conditions laid down by law. Similarly, in the event of a change of control of the Supplier, whether direct or indirect, or a transfer of its business, the Customer shall be entitled to terminate the Order automatically and without formalities, subject to eight (8) days’ notice.

    21.3 The Customer may terminate the Order without the Supplier being in default by giving one (1) month’s notice. The Supplier shall be entitled to compensation from the Customer for reasonable direct costs legitimately incurred in the partial performance of the Order which can be substantiated by the Supplier and which shall not exceed the amount of the Contract. Termination of the Order shall not terminate any obligations that survive by their nature, including but not limited to warranty, regulatory compliance, intellectual property, confidentiality.

    21.4 In the event of imperfect performance of the Order, the Customer may, after formal notice, accept imperfect performance of the contract and request a proportional reduction in price. If it has not yet paid, the Client shall notify its decision to reduce the price as soon as possible.

     

    1. Applicable law

    All Orders, whatever their form, are governed by the provisions of French law, to the exclusion of the Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods.

     

    1. Settlement of disputes

    In the event of a dispute, the Parties must reach an amicable agreement within 45 days, except in cases of emergency. Failing this, the Parties may refer the matter to the courts. The courts of Chambéry shall have exclusive jurisdiction, even in the event of a warranty claim or multiple defendants.

     

    1. Force Majeure

    Neither Party shall be liable for any failure or delay in the performance of a CONTRACT caused by force majeure, i.e. an unforeseeable and irresistible event beyond the reasonable control of the PARTIES and preventing the affected Party from performing its obligations under a CONTRACT. Examples of force majeure are: irresistible and unforeseeable natural phenomena (flood, hurricane, lightning, etc.), wars, invasions, revolutions, riots, acts of government, general strikes or similar events, epidemics, etc. If such an event of force majeure occurs and prevents one of the PARTIES from performing all or part of its contractual obligations, or is reasonably likely to affect the future performance of its contractual obligations, that PARTY shall (i) duly inform the other PARTY of such event of force majeure without undue delay without undue delay, (ii) take all necessary measures and actions to minimise the effects resulting from such force majeure, including the intervention of a third party if reasonably possible and (iii) inform the other PARTY thereof. If it appears that, despite the implementation of the measures and actions mentioned above, the performance of the CONTRACT concerned has become definitively impossible or must be postponed for a period of more than three (3) months from the date of notification of the force majeure event, then the said CONTRACT may be terminated by either PARTY in writing upon fifteen (15) DAYS’ notice, provided that the PARTIES shall use their best endeavours to resolve the practical consequences of such termination in an equitable manner having regard to the circumstances. DOC-GCCP-03-2006.11/EN 21/34 In any event, each of the PARTIES shall bear the costs and expenses incurred from the occurrence of the Force Majeure until the end of the Force Majeure or until the date of termination of the CONTRACT