1 – General provisions

These General Terms and Conditions of Purchase apply to all purchases of products, raw materials, goods, equipment, machines, services, regardless of the nature and importance of the subject matter of the order and the qualification given (order, contract, agreement) and may only be changed by written agreement of the Buyer and the Seller.  These General Terms and Conditions of Sale may not be deviated from in any way whatsoever and shall become part of the contract of sale by operation of law.
Any provision contrary or irreconcilable with those of these GTC, appearing on any other document shall be deemed to be unwritten, regardless of the law applicable to the purchase transaction.
Buyer means any company, entity, French or foreign subsidiary belonging to Servi Doryl and mentioned on the order.
By Seller is understood all products, goods, equipment, installations, models, prototypes.
By Services, we mean all services of any nature whatsoever, including the associated documents.

2 – Orders

Orders issued by the Buyer, either on a special printout, or on any other written medium, must be acknowledged by a signed acknowledgement of receipt from the seller, within the maximum period indicated on the order. In the absence of a reservation mentioned on the acknowledgement of receipt, the sale is deemed to be carried out under the conditions stipulated in the order. In the absence of a response from the Seller within the time limit indicated, the order shall be deemed to have been accepted and the sale shall be deemed to have been carried out under the conditions stipulated.

3 – General obligations of the Seller

The Seller undertakes to deliver products or perform services in accordance with (I) the specificities and/or quantitative or qualitative performances mentioned in the order or in the specifications, (II) professional standards, (III) the rules of art, (IV) as well as the applicable legal or regulatory requirements.
The Seller, in his capacity as a professional, has an obligation to advise the Buyer, he undertakes to use his professional know-how and will use the necessary means to achieve the result mentioned in the contract. He shall deliver the products/services corresponding to the requirements, needs and specificities expressed by the Buyer, free of any defects or faults.
The Seller shall provide the Buyer with detailed plans, drawings, instructions, descriptions and calculations, certificates of inspection, conformity, quality and any other required documents necessary for the products/services.

4 – Assignment and Subcontracting

The Seller may not assign the contract in whole or in part, or subcontract all or part of its performance, without the prior written consent of the Buyer.
The Seller shall remain fully liable to the Buyer for the performance of its contractual obligations.

5 – Confidentiality – Intellectual property – Industrial

5.1 – Privacy Policy

The Seller undertakes to treat as confidential and not to disclose, or allow to be disclosed to any person, natural or legal person, any documents or information communicated to him by the Buyer, in writing or orally, in connection with the execution of the order or the contract.
After performance of the contract, the Seller shall, at the request of the Buyer, return all documents transmitted to him in connection with this contract.
The Buyer also undertakes to respect the confidentiality of the contract. The use of the Buyer’s reference or trademarks for advertising or promotion of the Seller in its business shall be subject to the Buyer’s prior written consent.

5.2 – Intellectual Property – Industrial

Each party retains ownership of all rights (on patents, trademarks, models, plans, documentation) implemented or required by the other party in the execution of the contract.
All creations, information, results, know-how, methods, processes or products, plans, documentation, whether patentable or not, obtained in the context of the execution of an order shall be the exclusive property of the Buyer. Thus the industrial and intellectual property rights that may arise during the execution of an order will belong to the Buyer.
The Seller guarantees the Buyer against all claims or legal actions for unfair competition or counterfeiting, relating to industrial or intellectual property rights concerning the goods and products delivered, or the services performed under the order, or concerning the goods and products or services used for its execution.
The Seller undertakes to leave the Buyer unharmed from any direct or indirect, material or immaterial prejudice and will in addition bear all costs relating to these actions.

6 – Delivery / Reception

6.1 – Delivery

Delivery means the signature by the Buyer or by the designated recipient, of the delivery note certifying that the goods and products purchased, in conformity with the order, are made available in the premises indicated on the order and within the time limits set out in the order form or the contract completion schedule.
For each delivery, the Seller must send the original of the dispatch note to the Buyer or to the addressee designated on the order without delay.
When the transport of the supplies and/or goods subject to the order is the responsibility of the Seller, the Seller shall take charge of the transport at its exclusive cost and risk, to the place of delivery stipulated on the order. In this case, the Seller shall assume, unless special provisions to the contrary have been made, at its own expense and risk, the loading and transport of the goods and products purchased, to the premises indicated on the order. The Buyer only bears the costs and risks of the unloading operations and the completion of import customs formalities and the payment of import duties and taxes, if applicable.
The Seller undertakes to take care, at its own expense and exclusive risk, of any claims or actions to be taken with the carrier that it or the Buyer deems necessary.
Notwithstanding the above paragraph, in the event of damage, partial or total loss, during loading or transport, the Seller is bound, at the Buyer’s option and within the time limit set by the latter, either to repair in full or to replace the goods and products that have been damaged or that have been partially or totally lost.

6.2 – Acceptance

Acceptance means the acceptance with or without reserve of the supplies and/or services that are the subject of the order in the sites indicated on the order form or in the contract.

The absence of reservations against the carrier shall constitute acceptance of the quantity of packages and pallets delivered but shall not constitute acceptance of the quantities and quality of the goods and products delivered.
In any event, in the silence of the order, the Buyer or the designated addressee shall have a period of three (3) days from the signature of the delivery order to make all reservations and possible protests for damage and/or partial loss to the authorised services of the Seller.
Verification of the conformity of the services, products and goods to the specifications indicated in the order shall be carried out in accordance with the arrangements agreed between the Buyer and the Seller. At the end of the verification operations, a report is drawn up stating any reservations. In the event of reservations on the part of the Buyer, he shall set a reasonable period of time for the Seller to rectify the shortcomings noted.
In the absence of reservations, or after the reservations have been lifted within the time limit set, the Buyer shall declare acceptance in coordination with the Seller.
In the event of non-compliance, or in the event of failure to lift the reservations for non-compliance at the end of the agreed period, the Buyer may decide to reject the services, products and goods if the defects observed have not been corrected. In this case, the services, products and goods shall be taken back by the Seller at its expense and risk, all this without prejudice to any application of late payment penalties and/or application of the contract termination clause.

7 – Calendar – Penalty for late payment

The delivery times indicated in the order are imperative and constitute a determining condition without which the Buyer would not have contracted.
Unless otherwise stipulated in the order, any delay in delivery will result in the application of late delivery penalties set out in the order form or the specifications. In the absence of stipulation in the order, these penalties shall be set at 1% exclusive of tax per week of delay, of the amount exclusive of tax of the order, limited to 10% of the total amount of the order, without prejudice to the Buyer’s right to claim damages in the event of total or partial failure by the Seller to fulfil the order within the contractual time limits and/or to terminate the contract in application of the provisions of the contract.

8 – Prices

The agreed prices, shown on the order, are firm, definitive, non-revisable and can only be modified by means of an amendment signed by both parties. They include all costs incurred for manufacture, packaging, conditioning, loading, transport and unloading. The prices are exclusive of VAT. The Seller shall bear all costs relating to any duties, taxes, levies and fees for which he may be liable.

9 – Invoicing / Terms of Payment

Any payment is made by the Buyer on presentation of an invoice from the Seller containing the legal notices and mentioning the order references.
The terms of payment of the invoices appear on the order form, failing which the payment date is set at forty-five days from the date of issue of the invoice, unless otherwise stipulated.
Under no circumstances may the sums due become payable in the absence of delivery of the order. In the event of a retention of guarantee stipulated in the order or specifications, this may not be less than 5% of the total amount of the order. It will be released by the Buyer as soon as the conditions precedent provided for this purpose in the contract have been lifted.

Any delay in payment shall give rise to the Seller being fully entitled to late payment interest calculated at the legal interest rate in force, from the date of issue of the invoice and from the day following the due date, until actual payment in full to the Seller’s account.

10 – Compliance / Warranty

Under no circumstances does the signing of a delivery note or the payment of all or part of the invoices imply acceptance of the products delivered or services performed, nor does it imply a waiver by the Buyer to use any legal means to obtain the supply of products / services in conformity with the order.
In addition to any other guarantee provided for by law, the Seller guarantees the Buyer against any defect and non-conformity that may affect all or part of the products or services. During the warranty period, the Seller shall, at the first request of the Buyer, replace the defective products or make the modifications, adjustments or additional services necessary to bring the products and services into conformity with the contract or the order. The Seller shall bear all costs of repair, disassembly, replacement, packaging or services and all related travel and transport costs. Any product, element repaired or replaced will itself be guaranteed for the same period and under the same initial contractual conditions.

11 – Transfer of risk and ownership

Unless otherwise specified in the order or contract:
– for domestic contracts, the Seller shall bear the risks associated with the products / services until their delivery to the place of destination indicated in the order.
– for international contracts, the transfer of risks will be made on the basis of the CCI Incoterms agreed between the parties, at the place of delivery indicated on the order form or the contract.
Ownership of the products / services will be transferred on delivery to the place indicated in the order or contract. The Seller renounces the right to invoke any reservation of title clause and guarantees that the chain of its own suppliers and subcontractors renounce it in the same way.

12 – Insurance – Liability

12.1 Insurance

The Seller, both on its own behalf and on behalf of its possible subcontractors and/or any person for whom it is responsible, assumes and assumes the financial consequences of the liability that it may incur in the context of or during the performance of the services, supplies and or manufacture or delivery of products or goods, for any damage or loss of any nature whatsoever, and in particular bodily, material or immaterial loss or injury to the Buyer or to third parties, including during the periods of assembly and commissioning.
To this end, the Seller undertakes to take out an insurance policy with a first-rate, notoriously solvent insurance company, in force during the duration of the contract and the guarantee period, concerning its professional civil liability vis-à-vis third parties covering damage to persons and to tangible and intangible assets. The Seller must be in a position to provide the Buyer, at his request, with a certificate of insurance.

12.2 – Liability

The Seller shall be liable for any damage that the Buyer or any third party may suffer as a result of the Seller’s performance of its obligations, as well as for any damage resulting from the use of the products after delivery, insofar as the Seller is at fault.

The Seller shall likewise be liable for defective packaging, damage or loss in transit and shall replace or repair the products at its own expense.
During the performance of services at the Buyer’s facilities, the Seller shall be liable for any damage caused by its personnel or the personnel of its subcontractors, or by its equipment, to the Buyer’s personnel or to any third party present on the site. When performing the services on the Buyer’s site, or delivering the products, the Seller must comply with the rules and standards in force on the Buyer’s premises relating in particular to safety, health, working conditions and the environment.
The Seller undertakes, at the Buyer’s request, to provide him/her with information enabling the origin, place and date of manufacture of the products, ingredients and goods to be identified, in addition to their batch numbers and any other traceability information available.
The Seller shall be liable to the Buyer for any breach of contract by its sub-contractors and/or partners involved in the performance of the contract and for any damage resulting therefrom.
The Buyer or its authorised representatives may, at their request, be required to inspect the Seller’s manufacturing or storage premises, without such visits interfering with the Seller’s business or implying any acceptance of the products or goods by the Buyer.

13 – CSR commitment

The Purchaser wishes to closely associate its suppliers with its values, in particular with a view to respecting and promoting the principles of sustainable development and ethics. The Purchaser encourages its suppliers to adopt socially and environmentally responsible behaviour and favours a transparent dialogue with them on these issues. In this context, the Seller acknowledges having read and accepted the CSR policy and the Buyer’s “business ethics” charter, available on the website www.servidoryl.com.

14 – Force Majeure

In the event of the occurrence of an unforeseeable, irresistible and external event preventing either party from fulfilling its contractual obligations, the order or the execution of the contract will be suspended for a maximum of thirty (30) days and its term will be delayed for a period equal to the period of suspension. The obligations relating to these general terms and conditions of purchase and the order will be suspended during this period, with the exception of obligations relating to confidentiality and intellectual property. The order will resume its effects as soon as the cause of suspension disappears.
After the thirty (30) day period has elapsed, the order or the contract may be considered definitively terminated, at the initiative of either party, without any indemnity or compensation of any kind to be paid by either party, with the sole obligation of the Seller to return to the Buyer any sum or deposit already paid.

15 – Cancellation

In the event of failure by either party to meet its obligations, including during the contractual guarantee period, the other party shall notify it by registered letter, or by any other written means (fax, email). In the absence of agreement between the parties on a plan of action to be implemented, or without any reaction from the defaulting party within fifteen (15) working days of the date of notification, or in the event of non-compliance by the defaulting party with the plan of action to remedy it, the other party may terminate the order or the contract, without prejudice to its right to receive payment of penalties and damages, which it would be entitled to claim following this breach of contract.
Either party may also terminate the contract in the event of insolvency or judicial settlement, or liquidation of the other party in accordance with applicable regulations, or on the part of the Buyer in the event of a change in the composition of the Seller’s share capital and/or voting rights, which may result in a change of control of the Seller’s company, or affect the legal, commercial or financial interests of the Buyer, or which may have consequences for the performance of the order or contract.

16 – Applicable law / Jurisdiction

This order is subject to the law of the country of the Buyer.
In the absence of an amicable settlement, any dispute concerning the interpretation, formation or execution of the contract, the courts to which the Buyer’s registered office or principal place of business is subject shall have exclusive jurisdiction to the exclusion of any other jurisdiction.
The Vienna Convention on the International Sale of Goods shall not be applicable to this contract.