General terms and conditions of purchase

GENERAL TERMS AND CONDITIONS OF PURCHASE

ARTICLE 1 - Application of General Terms and Conditions of Purchase
These General Terms and Conditions of Purchase apply to any relationship with any supplier or service provider (hereinafter called the Supplier) and the company issuing the purchase order (hereinafter called the Order) shown on the opposite page (hereinafter called the Client).
Any reservations of any nature whatsoever made by the Supplier on accepting the Order shall be deemed applicable only subject to the Client giving its express prior acceptance for them. In general, the conditions stipulated by the Supplier, regardless of whether or not they are appended to its commercial documents, are binding on the Client only if the Client has given its express prior acceptance for them. Should these General Terms and Conditions of Purchase contradict the Supplementary Conditions which appear on the front of the Order, the Supplementary Conditions shall take precedence. If the Order is issued under the terms of a contract, the contract’s provisions shall take precedence in case of a contradiction with these General Terms and Conditions of Purchase. Failure, at any time, by the Client to enforce strict performance of any hereby provision shall not be construed as a waiver of such provision or of any other provision hereof or of the right of the Client thereafter to enforce any provision hereof.

ARTICLE 2 - Acceptance - Modification of the Order
The Supplier must acknowledge receipt of the order within a maximum of eight (8) calendar days after receiving the Order "for unqualified acceptance". Any modification, addition or substitution that could be made to the terms and conditions of the Order may only be deemed to be approved by the Client when the latter has agreed to it in writing.

ARTICLE 3 - Billing and Payment Terms
Prices are before tax; they are contract prices and may not be revised.
The Supplier’s invoices to the Client are issued at the date of reception of the ordered merchandise or after provision of the ordered service. They must be made out to the Client which placed the Order and sent to the address which appears on the Order. Any invoice must (i) include the legally required indications pursuant to the applicable legislation and the reference number of the Order, and (ii) be established in duplicate. It is essential that separate invoices be drawn up for each Order when several orders are delivered together.
Each and every invoice must show the amount of taxes that are recoverable or non-recoverable. When a purchase is made within the European Union, the invoice must show the VAT identification number for both the Supplier and the Client. The Client reserves the right to refuse any invoice that does not include all of the legally or contractually required references. Thus, any incomplete or erroneous invoice shall be returned to the Supplier and the below-mentioned time limit for payment shall be suspended accordingly. The Client shall pay the Supplier by electronic funds transfer sixty (60) days following the date of issue of the invoice. Such a deadline does not constitute an obstacle to imposing a deadline at 30 days as is specific to the goods haulage sector, to the vehicle hire sector, and to the perishable food sector. Should payment not be received by the required deadline, the late penalty rate provided for in Article 4 below shall be applied. Generally speaking, the Client does not make any down payment to the Supplier. However, in the case where down payments are granted, the Client may require the Supplier to provide an irrevocable first-demand advance payment bond issued by a top-tier bank..

ARTICLE 4 - Delay - Penalties
The Supplier must notify the Client in writing at the address shown on the front of the Order of any delay that occurs while executing the Order, no matter what the cause. The Client reserves the right, in the event of non-compliance with the date of delivery of the merchandise or of provision of the service, to cancel the Order immediately. Should there be a delay in delivering the merchandise or in performing the service and, unless the Supplementary Conditions stipulate otherwise, the Client shall bill the Supplier for penalties of two (2) percent for each week of delay, computed on the total pre-tax amount of the Order and capped at ten (10) percent of this amount. The Supplier is entitled, within 10 days of receiving a notification sent by the Client of its intent to withdraw the accrued penalties from the total amount of the related invoice, challenge by any mean such withdrawal. After the 10-days period provided above, if the withdrawal has not been challenged by the Supplier these penalties shall be offsett against the amount of the Supplier’s invoices, it being understood that when such offsetting does not cover the full amount of the penalties, the balance shall be payable by the Supplier. In addition, when there is a partial payment, the Client reserves the right to cancel the Order while withholding the merchandise already delivered or the portion of the service already performed against payment of the portion of the corresponding price.

ARTICLE 5 - INCOTERM
All Orders must specify the Incoterm used. Failing this, the delivery shall be deemed to be "Delivered Duty Paid” (DDP) to the agreed destination (Incoterm ICC, 2010).

ARTICLE 6 - Delivery - Transfer of Ownership and Risk
The Supplier shall deliver within the deadlines and to the address shown on the front of the Order. Failing this, the Client reserves the right to refuse the merchandise or the service. The merchandise must be sent with sufficient protection under current norms and practices. The Supplier shall draw up the various documents necessary, particularly for clearing export customs, and include them with the shipment. The transfer of ownership takes place as the Order is being performed and, notwithstanding the provisions of the chosen Incoterm, the transfer of risks takes place once the merchandise or the service is finally accepted by the Client.

ARTICLE 7 - Receiving and Accepting merchandises and/or services - Surpluses
Any specifications relating to the delivered merchandise or a performed service must be thoroughly applied by the Supplier. The Client will issue a provisional and, if applicable, a final acceptance (in case one or several exception are raised by the Client) upon any delivery of merchandises or provision of services. The provisional acceptance, during which the Client verifies that the Order has been correctly filled, marks the starting point of the contractual warranty period (in case no exception is raised by the Client). The final acceptance, during which the Client closes all raised exceptions, marks the starting point of the contractual warranty period.
Any surplus over the quantities stated on the Order and delivered to the Client shall be held at the Supplier’s expense and liability for a period not to exceed ten (10) days starting from the delivery date. If, at the end of this period, the Supplier has not taken back the aforesaid merchandises or sent instructions for shipment at its expense, the Client shall return the aforesaid supply to the Supplier at the latter’s expense and liability.

ARTICLE 8 - Warranties
The Supplier warrants (i) that the Order is conform to contractual specifications and (ii) the reliable performance and proper functioning of the merchandises for a period of twelve (12) months from the acceptance, of three (3) years for computer hardware (in particular PCs and servers), and of three (3) months for software, unless otherwise specified in the Supplementary Conditions. The Supplier shall provide any and all spare parts needed for reliable performance and proper functioning for a period of ten (10) years after delivery. The price of these parts may not exceed their market price. The Supplier guarantees to the Client that the obligations provided for by the REACH Regulation (Regulation No. 1907/2006 of 18th December 2006) have been/are being/will be complied with as regards the chemical substances contained in the merchandises and products provided/delivered/used in the context of the Order. The Supplier shall give the Client evidence of compliance with this guarantee and the documentation provided for by the REACH Regulation.

ARTICLE 9 - Rules applicable for services
9.1 When the Supplier’s staff works on any of the Client’s sites, the Supplier is bound to have its staff, who remain under its responsibility, apply all of the rules and regulations applicable on the site of performance of the operations.
9.2 In any event, the Supplier must comply with its obligations pursuant to the provisions of the Code du Travail (French Labour Code) relating to declaration of movements of labour, undeclared work, and employment of foreign workers. Therefore, the Supplier undertakes to hand over to the Client, together with the acknowledgment of receipt of the Order, and every six (6) months until the end of the Order (i) the documents and certificates making it possible to establish, pursuant to the terms of the Code du Travail that it is complying with all of the legislative and regulatory provisions relating to combating undeclared work; and (ii) a statement ("attestation sur l’honneur”) indicating, pursuant to the provisions of the Code du Travail, whether or not it intends to use employees of foreign nationality for performing the services, and, if so, certifying that those employees are or will be authorised to work in France. The Supplier undertakes expressly to comply with the above-mentioned legislative and regulatory provisions throughout the term of the Order.

ARTICLE 10 - Liability
The Supplier shall be liable for any direct and/or indirect harm or damage that it and/or any subcontractors it uses might cause to the Client or to a third party in the course of performing the Order.

ARTICLE 11 - Insurance
The Supplier declares that it has the necessary insurance for covering the financial consequences of the liabilities that it might incur in performing the Order, due to bodily injury, and damage to property, and intangible damage, be it direct and/or indirect, that might arise due to or during the course of performance of the Order. The Supplier shall take out any necessary insurance policy so that, during the transport operation, the value of the Order is covered, at its expense, except where otherwise provided for by the Incoterm chosen in application of Article 5 above. The Supplier also undertakes to present, merely at the Client’s request, the certificates evidencing the existence of the insurance policies that it has taken out pursuant to the present article, and shall inform the Client of any alteration that might be made to the details appearing in the insurance policies, and in the event of suspension or cessation of cover. The insurance policies shall be maintained throughout the term of performance of the Order.

ARTICLE 12 – Anti-bribery
The Supplier shall not (and shall ensure that neither any director or officer, any agent or employee nor its affiliates or its affiliates’ agents and employees) engage in any activity, conduct, omission or behavior which would violate any anti-bribery, anti-corruption or anti-dishonesty laws applicable to it in any competent jurisdiction (including, without limitation, articles 432-11 and seq. of French criminal code, articles 433-1 and seq. of French criminal code, Bribery Act 2010, Foreign Corrupt Practices Act or OECD Convention on combating bribery of foreign public officials in international business transactions). The Supplier has taken all necessary steps and, in particular, has passed and is implementing internal policies and procedures designed to prevent violations of such laws and regulations, in compliance with French statute n° 2016-1691 dated 9 December 2016 on transparency and fight against bribery. The Supplier shall promptly, upon becoming aware of the same, inform the Client of any offer or solicitation that is made to it that would constitute, if accepted, a breach of this agreement or of any anti-bribery, anti-corruption or anti-dishonesty laws applicable to it in any competent jurisdiction. The Client, or any of its external counsel, have the right to materially ensure, at any time, that the Supplier (or its directors or officers, its agents or employees, its affiliates or its affiliates’ agents and employees) comply with the undertakings set out in this Article. The Supplier shall therefore give the Client access, at the Client’s request (such request being duly justified or following a supervising authority’s request) to all registers, archives, financial statements and audit files of the Supplier. The Supplier shall fully indemnify the Client against, and bear any and all costs and expenses (loss, responsibility, damages, expenses made to defend itself) resulting from a breach of this article by the Supplier (or its directors or officers, its agents or employees, its affiliates or its affiliates’ agents and employees).

Article 13 - Termination
This Order may be terminated at any time by either party, should the other party fail to perform any one of its obligations, fifteen (15) days after a demand of performance sent by the injured party by registered mail with acknowledgement of receipt to the defaulting party remains without effect. This does not prevent the injured party from claiming money damages of the defaulting party for any possible harm that it may have suffered. This Order may be terminated immediately and without advance notice by a simple registered letter with acknowledgement of receipt in the event of a breach of Article 12, of a proven or repeated delay, transfer or sub-contracting of all or part of this Order without the Client’s previous written permission. It may also be terminated in the event of the breach of safety precautions and of the in-house rules at the Client’s premises in which the Order may be filled, or in the event of the Supplier’s court-ordered restructuring owing to bankruptcy in accordance with the French Commercial Code.

ARTICLE 14 - Repudiation
Should the Supplier breach any one of its obligations, the Client may repudiate this Order at any time fifteen (15) days after a demand of performance sent by the Client to the Supplier by registered letter with acknowledgement of receipt remains without effect. As a result, the Supplier shall refund to the Client all of the amounts of money received under this Order on the repudiation date without prejudice to any money damages which might be claimed of it.

ARTICLE 15 - Confidentiality
The Supplier is bound to hold confidential and not to disclose any technical, commercial or scientific information relating to the Order and to the Client’s activity which it may become aware to while filling the Order. The Supplier must never, without the Client’s written agreement, state the Client’s name in its lists of references, nor publish technical notes, photos and images pertaining to the merchandise and services covered by the Order.

ARTICLE 16 - Force Majeure
Neither the Client nor the Supplier may be held liable for any defaulting or lateness in performing their obligations that might be due to a case of force majeure as commonly accepted as such by French case law. When the Supplier intends to claim a case of force majeure, it should inform the Client in writing and without delay of all details evidencing the impossibility for it to comply with its commitments and of the consequences that it foresees on performance of the Order. The Client reserves the right then to take any steps it sees fit in order to preserve its interests. Internal strike does not constitute a case of force majeure in the sense of the present article.

ARTICLE 17 - Intellectual Property
In the absence of any specific contract, the parties agree that if the Order includes intellectual property items, the price appearing on the front of the Order includes:

1. In the event that the Supplier performs or makes services or works specifically created for the Client in the context of the Order, assignment to the benefit of the Client of the results of the said services or works covered by intellectual property rights as they are being delivered to the Client. Therefore, the Supplier assigns to the Client, exclusively and finally all of the rights to use, exploit, assign, reproduce, represent or perform, translate, distribute, and adapt all of the results of the said services or works (including the documents or materials that are the media therefor) indicated in the Order. This assignment, which extends to all countries, shall produce its effects throughout the term of protection of the said rights pursuant to the applicable legal provisions. Any stipulations given in detail on the front of the Order that differ from the above-described assignment conditions shall prevail over the said above-described conditions.
2. In the event that the Supplier transmits results of services or of works not specifically created for the Client in the context of the Order, licensing to the benefit of the Client of the rights to represent or perform, translate, reproduce, use, and adapt all of the results of the said services or works (including the documents or materials that are the media therefor). Any stipulations given in detail on the front of the Order that differ from the above-described licensing conditions shall prevail over the said above-described conditions. The Supplier undertakes that all of the intellectual property rights that it implements during performance of the Order shall be free of any encumbrance and shall not constitute any infringement of the rights belonging to third parties. The Supplier indemnifies the Client against any claim or action by the beneficiary on the basis of infringement of an intellectual property right (patent, trademark, registered design, etc.) in the context of performance of the Order, throughout the term of those rights. The Supplier shall be bound to pay compensation to the Client for any expenses and damages resulting from a conviction on such a charge, including lawyer’s fees, consultant’s fees, compensation, related costs, and damages corresponding to any business interruption. The stipulations of the present article shall remain applicable after the end of the Order regardless of the reason for the termination thereof.

ARTICLE 18 - Documentation relating to the Order
The merchandise and/or services are defined by all of the documents that make up the Order, i.e. a letter of purchase, a specifications sheet, technical specifications, etc. These merchandise and/or services must be delivered as stipulated in the Order, according to good trade practice and current regulations. Plans of any type whatsoever and technical documents to be handed over by the Supplier are integral parts of the Order and must be handed over on delivery or sent with the acknowledgement of receipt of the Order. They shall be considered as being "results” or a "work” in the sense of Article 17 above.

ARTICLE 19 - Sub-contracting -Transfer
The Supplier may neither transfer nor sub-contract, in whole or in part, the rights and obligations of this Order, without the Client’s previous permission in writing. In the event of subcontracting, the Supplier remains solely liable with respect to the Client for full and proper performance of the Order by its subcontractors. The Client may freely transfer the rights and obligations of the present Order to any affiliated company. The term "affiliated company” means any company controlling, or controlled by, or under joint control with Delpharm ; "control” meaning direct or indirect ownership of 50% of the capital or of the voting rights of the controlled company. The capacity of "affiliated company” is assessed at the date on which this definition is to be used.

ARTICLE 20 - Protection of Personal Data
The Supplier shall, in any circumstances, comply with all laws and regulations relating to the protection of personal data, including regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data. In that respect, Supplier shall process personal data in a way that complies with the provisions of articles 5 and 6 of the regulation i.e. lawfulness, fairness and transparency of the personal data, purpose limitation, data minimization, accuracy, storage limitation, integrity, confidentiality and accountability. More specifically, the Supplier shall, if and when collecting personal data from the Client, process and keep only personal data that is necessary in relation to the purposes of the agreement. The Supplier shall take all necessary steps to ensure that the transferred personal data is secured and that it is not damaged, distorted or disclosed to any un-authorised third parties.

ARTICLE 21 - Applicable Law and Competent Jurisdiction
The present Order is governed by French Law. Any dispute between the Client and the Supplier that cannot be settled out of court within a maximum time limit of thirty (30) days as of the occurrence of the dispute shall be referred to the competent courts within whose jurisdiction the Client’s head office lies.

ARTICLE 22 - United Nations Convention on Contracts for the International Sale of Goods
The United Nations Convention on Contracts for the International Sale of Goods signed in Vienna on 11 April 1980 does not apply to this Order.