1. PURPOSE
These conditions define the provisions applicable to our relations with suppliers for purchase orders.
2. GENERAL PROVISIONS
These conditions are applicable, except express and written stipulations on our part, whatever may be the general or special conditions of sale of the Supplier or its subcontractors and this as a determining condition of the order. In general, the contractual or legal liability of the Supplier or its subcontractors cannot be modified or shared. In particular, the supervision exercised by us or our agents, our verifications and acceptances of materials, affixes of marks or signs, visas or acceptances of technical documents may not have legal effects on the obligations of suppliers, they remain fully responsible for the conformity of their supply with the specific conditions of the order, as well as its perfect execution. The Supplier must acknowledge receipt of the order within two days from the date of receipt. He will do so by returning to us the copy 'Acknowledgement of Receipt" attached to the order and saying he agrees in writing on all the points that are the subject of it. Any reservations must be made explicitly in writing on specific points in the Acknowledgement of Receipt. They may change the terms and conditions of the contract only after written agreement from us.
3. EXECUTION OR DELIVERY TIME
Deadlines are decisive elements of the order. They always hear for documents and supplies returned to the agreed place of delivery at the expense of the supplier to consider the time of delivery and receipt.
No cause of exceeding may be accepted except in cases of force majeure reported in writing within eight days of the discovery of the fact. The Supplier is responsible for the timely request of all information and documents necessary for the execution of the order. No justification for exceeding the deadline for lack of information may be admitted.
In case of delay in deliveries or execution in relation to the contractual deadlines agreed by mutual agreement, we reserve the choice.
- apply, without the need for formal notice, the following penalties on the value of equipment that has expired:
0.5% 1st week
1.0% week 2, 3 and 4
1.5% 5th week
capped at 5%
The delivery dates indicated by us mean "arrived our factories". - Either cancel on simple notice the quantities not supplied, without prejudice to any claim for damages, if applicable.
4. EXECUTION OF THE SUPPLY
4.1 The Supplier shall check the information contained in the documents communicated or that it may consult, and remedy in agreement with us, any anomaly that it may find on pain of suffering alone and express agreement, all the consequences. Similarly, in case of failure to send certain documents or if the Supplier considers himself incomplete, it is his responsibility to request any additional information.
4.2 In the event of significant changes imposed by us during the implementation, it will be up to the Supplier to inform us immediately in writing of the consequences that would result both on the deadlines and on the prices. After agreement, these amendments may be amended.
4.3 In the event that the supplier is likely to subcontract part or all of the supply, he shall, under penalty of incurring his personal liability, impose on the subcontractor the same obligations as those defined in these conditions. In any event, the Supplier is solely liable to us for the entire supply.
4.4 We reserve the right to delay the shipping dates of the material or parts after factory completion. In this case, the supplies will be kept by the Supplier in its factories or stores, without compensation from us, when the duration of the storage does not exceed one month from the date on which it would normally have been possible to proceed with the shipment. Beyond that, the Supplier shall be responsible for shopping for a daily allowance to be defined by mutual agreement.
4.5 Formalities relating to the shipment and transport of equipment, loading, packaging, packing, etc. is entirely the responsibility of the Supplier who is responsible for the transport even in the event that such transport is reimbursed to him. The Supplier shall send at least two copies of the packing slips to the place of destination on the same day of dispatch. These slips must include the contract references, the nature, number and weight of the goods sent. Similarly, the various packages comprising a shipment must bear the necessary recognition marks (plan numbers, references, etc.)
4.6 Supplies must be compulsory delivered to the address indicated in the order.
5. RECEPTION - CONTROL
The acceptance of supplies or works shall be subject to their acceptance in accordance with the special conditions:
A: In the case of goods or work found to be non-compliant with the order specifications, we reserve the right to:
- simply refuse them
- The goods will be returned to the Supplier at all costs (including packaging) at its expense. If the Supplier cannot deliver in exchange a goods conform, and at the agreed price, the order will be cancelled.
- For the work, the demolition of the works may be required, at the expense of the supplier.
- accept them provided subject compliance with the terms of the order if it‘s possible on site, or by our staff at the Supplier’s order or with its agreement. All necessary expenses will be at his expense.
B: If the goods or works cannot be returned to the specifications of the order and we decide to accept them, we will be entitled to claim a reduction in relation to the deviations noted. The exchange, completion or reduction to be acceptable, will have to be made within the time agreed to the special conditions of the order, otherwise the order will be cancelled. In all cases, payments will be suspended until the agreement is reached.
6. PAYMENTS
6.1 Payments will only be made on presentation by the Supplier of a document: invoice or request for payment in four copies. This document should mention very specifically:
- the references of the order
- the references of the documents to which it corresponds (for example packing slip)
- all information essential for its verification
It must arrive within a maximum of 8 days after receipt or delivery: after this period, we reserve the right to delay payment.
The quantities ordered are to be respected. We cannot accept less and will refuse to pay the surpluses beyond the agreed tolerances. The trade union tolerances of your industry will only be valid after written acceptance by us.
6.2 Invoices are paid as a general rule, by a bill of exchange established by us. This bill of exchanges is sent to suppliers, duly accepted and domiciled after quantitative verification of the goods concerned.
We reserve the right to modify the agreed payment terms by paying within a shorter period, less a deposit at the rate in force at the time of payment. All shipments from the 25th of the month are deemed made the following month. In case of early delivery without agreement from us, payments can only be made according to the contractual deadlines. When the payment of one or more deposits is provided for in the special conditions, it will only be paid after final acceptance of the order and receipt of the corresponding deposit invoice.
6.3 The Supplier acknowledges to us the right to deduct from the amount of the invoice any amount corresponding to the missing quantities, or the rejected parts found such by our inspection services, or delay the payment of the invoice in full until after receipt of the replacement parts.
7. WARRANTY
7.1 The Supplier is bound, independently of the contractual guarantee stipulated below, to the guarantees of ordinary law. The supply must be carried out in accordance with good practice and the technical specifications indicated. It will be guaranteed against any design, construction and material defect, apparent or hidden, and operating until the expiry of the warranty period defined on the front, the Supplier remains obliged to perform and keep fully at its expense any modification, any replacement of defective parts or any adjustments made necessary for the supply to meet the conditions of the order. All work incumbent on the Supplier in performance of its warranty, must be carried out as soon as possible, taking into account the requirements of the operation, the Supplier must take over all measures such as, for example and if this proves appropriate, temporary repairs to reduce the duration of periods of unavailability of the supply. If it is necessary to provide during the contractual warranty period for the replacement of a defective item, the warranty period runs for the replacement item from its implementation.
8. TERMINATION
8.1 Our orders will be terminated by operation of law in whole or in part, without it being necessary to perform any legal formality, in case of non-performance of all or part of the commitments of the Supplier, such as for example:
- delivery of a supply that does not conform to specifications or has any defects.
- fraud on nature, quality of supplies
The termination will be served by registered letter with acknowledgment of receipt, eight days after formal notice sent to the Supplier, also by registered letter with acknowledgment of receipt, to have to perform, but remained without effect.
8.2 We also reserve the right to cancel an order for the part not yet executed and became without object: this without compensation.
9. RETENTION OF TITLE
(Law No. 80335 of 12 May 1980). We inform you that only an agreement signed by the parties to the execution of any other form appearing on your documents, will prevail in case of dispute.
10. DISPUTES
In case of disputes, the Courts of the Head Office of our Company will have sole jurisdiction, notwithstanding any contrary clauses, even if there are multiple defendants in appeal of guarantee, payment by cheque does not constitute an exemption of attribution.
