General terms of purchase - 09/2009

Introduction 

Unless otherwise stated on the front of the Order, these General Terms apply to the purchase, by PEI, of studies, equipment and/or services (referred to below as the Deliverables) from a supplier or service provider (referred to below as the Contractor), to the exclusion of any other document produced by the Contractor.

Clause 1 - Order

1.1. The Order shall include the following documents, as an absolute minimum:

• special terms relating to the Order,
• technical specifications for the Order,
• these General Terms of Purchase, 
• any attached document judged necessary for satisfactory fulfilment of the order.

1.2. In the case of any difference or contradiction between the provisions of one or more contract documents, the order of priority is as shown below.

1.3. In pursuance of Articles L.324-14 and R.324-4 of the Labour Code, the Supplier, once the total order value is at least €3,000, shall undertake to provide the following documents:

• formal proof of the submission of social declarations, originating from the social protection organisation which has responsibility for recovering the social security contributions payable by the Supplier and dated within the preceding year, or a tax notice relating to the business tax for the previous financial year, 
• an extract from the entry in the Register of Companies (“K bis”), or an estimate, advertising document or professional correspondence showing the company name, full address and registration number on said Register, 
• a sworn declaration from the Supplier to certify that the work shall be carried out by employees who are legally employed under the terms of Articles L.143-3, L.143-5 and L.620-3 of the Labour code.

Clause 2 - Formation of Order 

2.1. An Order is considered to be placed with the Contractor on the day that PEI receives an unconditional acceptance from the Contractor.

That acceptance must be initialled on every page, signed and dated by the Contractor no later than five (5) calendar days after receipt of the Order by the Contractor. After that time, and with full legal effect, PEI deems all of the General and special Terms of Purchase to have been accepted by the contractor, or reserves the right to cancel the order by simple notification.

Any amendments shall be agreed jointly prior to acceptance of the Order, and must be expressly stated in a definitive wording.

2.2. If certain accessories are necessary and not shown in the Order, it is the Contractor’s responsibility to inform PEI of the fact prior to acceptance.

2.3. Before acceptance, the Contractor is obliged to check the instructions and data contained in the documents issued to them by PEI and to take any corrective measures which may prove necessary in accordance with them.

Clause 3 - Amendments 

During fulfilment of the Order, PEI reserves the right to change the content of the Order, if the Order status allows.

Any change to the price and/or delivery time as a result of amendments requested by PEI shall be subject to negotiation by the parties and covered by an additional clause signed by them, or by a new Order.

Clause 4 - Price - Billing - Payment terms 

4.1. Price

Prices shown in the Order are understood to be fixed, exclusive of tax, and not subject to change.

4.2. Billing

4.2.1. Requests for advance payment must reach PEI in two (2) copies. They must be prepared to show the total EXCLUSIVE OF TAX (EX TAX) and include the full order reference.

4.2.2. Invoices must reach PEI in two (2) original copies. They must include the complete Order reference and list the individual Order lines or items. Invoices must be accompanied by documentary evidence of the chargeable event.

4.2.3. Invoices and attached documents must reach PEI no later than seven (7) working days from the chargeable event.

4.2.4. In the event of a failure to abide by the provisions of paragraphs 4.2.1, 4.2.2 and 4.2.3, requests for down payments and invoices shall be rejected by PEI and returned to the Contractor.

4.3. Payment terms

4.3.1. The Order shall specify the chargeable event, the corresponding amount or percentage and the payment date.

4.3.2. Payments shall be made within 60 days net from the date of issue of the valid invoice, provided that the conditions in the Order have been fully satisfied. Payments shall be by bank transfer. In the case of an early payment on PEI’s initiative, PEI shall apply a rate of discount equal to double the legal interest rate.

4.3.3. Any transfer, assignment of debt or forwarding by the Contractor of their bills to a factoring company must be notified to PEI in advance, failing which the Contractor is obliged to indemnify PEI against any detrimental consequences.

4.3.4. PEI reserves the right to deduct any amounts owed to it by the Contractor from the amounts payable to the Contractor upon fulfilment of the Order.

Clause 5 - Deadlines - Penalties 

5.1. Fulfilment dates are set in the Order.

In particular they specify:

• the date(s) set for the start and continuation of operations contributing to its fulfilment, 
• the date(s) upon which the Order shall be fulfilled.

5.2. Any completion period set in the Order is mandatory and begins to run from the day following the day of the chargeable event.

5.3. Should the Contractor fail to honour the completion dates shown, PEI reserves the right to apply late penalties with full legal effect, applicable to the Order value exclusive of tax, to the value of 2% per week, with a maximum of 10%, in the absence of any other conditions stipulated in the Order.

Penalties, if applicable, shall be deducted from the amounts payable by PEI under the terms of the Order, and cannot under any circumstances be seen as lump sum compensation for any damages suffered by PEI.

Clause 6 - Delivery - Transport  

Packing, loading, bracing and transport of the Deliverables shall be deemed to be undertaken at the risk and expense of the Contractor, who undertakes to deliver the Deliverables to the precise location and on the dates set by PEI in the Order.

For every shipment, the Contractor must draft a despatch notice to be sent to PEI.

The above despatch notices must include the following information:

• the full Order reference, including the date,
• the full address of the receiving warehouse,
• details of the Deliverables,
• the total number of packages making up the delivery,
• the identification markings, gross and net weight of each package,
• the method of shipment,
• the date of despatch,
• if appropriate, the number of the wagon or vehicle used for transport.

Clause 7 - Fulfilment inspection 

For the whole period of fulfilment of the Order, the Contractor is obliged to provide PEI and/or PEI’s client and/or their representative with every facility to conduct monitoring and inspection of the satisfactory fulfilment of the Order.

Clause 8 - Reception - Completion report 

The provision of services and completion of work (studies, equipment or installations) covered by the Order must be executed under the conditions specified in this document or its annexes.

Their satisfactory delivery and completion, in accordance with good practice, must be documented in a report countersigned by both PEI and the Contractor. If applicable, a reception report shall be prepared, either on the Contractor’s or PEI’s premises. Such a report does not release the Contractor from their legal obligations.

Clause 9 - Transfer of title

9.1. Transfer of title to the Deliverables shall occur upon the day of their delivery or on the day of receipt by PEI of the work or services, as applicable.

9.2. The transfer of title to the Deliverables does not entail any consequences in fact or law regarding the Contractor’s obligations under the Order.

9.3. Any title retention clause is deemed null and void.

Clause 10 - Guarantees 

10.1. The Deliverables must be delivered in full and in compliance with the stipulations in the Order.

10.2. The contractor guarantees the Deliverables for a period of twelve (12) months from the date of their commissioning and the end of execution of the services or works and the acceptance by PEI of the associated contract documents, under the conditions shown below.

10.3. Should an anomaly or fault arise in the Deliverables, PEI shall inform the Contractor in writing and without delay, indicating the nature of the anomaly or fault.

Until expiry of the guarantee period, the Contractor is obliged to provide any replacement, repair, modification and/or updates necessary to maintain the characteristics and performance guaranteed to PEI. This shall be at the Contractor’s own expense and as soon as possible.

If the Contractor does not perform the operations listed above, PEI reserves the right to have such work carried out by a third party, at the Contractor’s risk and expense.

10.4. Any repair and any partial or complete replacement of the Deliverables under the terms of the guarantee shall be accompanied by a new 12-month guarantee from the date of the end of the repair or replacement of the defective Deliverables.

10.5. A guarantee period in excess of twelve (12) months may be specified in the order between PEI and the contractor.

Clause 11 - Rejection of the Deliverables

PEI reserves the right, without prejudice to the late penalty payments, damages and interest to which it may be entitled, to refuse all or part of the Deliverables proving not to conform to the specifications in the Order.

Any deliverables rejected for good must be taken back by the Contractor within eight (8) days from receiving notice of the definitive rejection.

Any costs relating to the rejection of the Deliverables are borne by the Contractor.

Clause 12 - Transfer 

The Contractor bears sole liability towards PEI for the execution of the terms of the Order, which they may not transfer, either in whole or in part, to any third party without prior written agreement from PEI.

Clause 13 - Force majeure 

13.1. Force Majeure shall be taken to mean any irresistible and unpredictable event outside the will of the parties which has the effect of preventing one of the parties from fulfilling their obligations in a normal manner.

13.2. Should a case of force majeure arise, the party invoking this clause shall notify the other party by recorded delivery letter with request for acknowledgement of receipt, setting out the events with which they are faced.

13.3. The maximum extension allowed to the delivery time shall be equal to the time during which activities are prevented by the instance of force majeure. The contractor undertakes to do everything within their power to reduce the delivery time extension, where conditions allow.

13.4. Under no circumstances shall force majeure be taken to mean:

• strike, 
• lock-out or any similar event,
• delays which may occur in the supply of products or raw materials.

13.5. In the absence of any agreement over the measures to be taken, and if the instance of force majeure lasts more than 30 days from the date of notification, the parties have the right to cancel all or part of the Order under the same conditions as those provided under Clause 16.2 in the case of PEI.

Clause 14 - Industrial property 

14.1. The Contractor guarantees to PEI that the Deliverables within the Order do not constitute an infringement of a third party’s pre-existing industrial or intellectual property rights.

14.2. As a consequence, the Contractor undertakes to indemnify PEI against any claim or action brought by the holder of industrial or intellectual property rights on the occasion of the fulfilment or use of the Deliverables, and to recompense PEI for any costs or indemnities deemed payable by the latter in any way.

14.3. Studies and work which may give rise to industrial property rights are the property of PEI.

14.4. The contractor undertakes to fulfil the Order in complete confidence.

Clause 15 - Liability - Insurance 

15.1. The Contractor remains liable for all bodily, material and immaterial harm caused by their fault, that of their agents and employees, their subcontractors, suppliers and service providers.

15.2. As a consequence, the Contractor shall take out and maintain such insurance policies as may be necessary to cover their liabilities.

Clause 16 - Termination - Cancellation

16.1. In case of complete or partial failure by the Contractor to fulfil any of their obligations within the Order, it may be terminated or cancelled with full legal effect by PEI without any further legal formality by the sending of a recorded delivery letter with request for acknowledgement of receipt, 15 days after formal notice has been served to no effect, without any prejudice to late penalties and indeminities which may be demanded from the Contractor as compensation for the damages suffered by PEI.

16.2. In the absence of the failure of the Contractor, PEI may terminate the Order in whole or in part at any time, subject to fifteen (15) days’ prior notice, sent by recorded delivery letter with request for acknowledgement of receipt to the Contractor and in return for payment to the Contractor, upon production of evidence, for deliverable items already completed on the date of termination.

Clause 17 - Settlement of disputes 

This order is subject to French law, excluding its conflict rule, and in French.

In the absence of an amicable settlement, any dispute arising from the interpretation or execution of the Order shall be subject to the jurisdiction of the Court of Chalon-sur-Saône.