GENERAL TERMS OF PURCHASE
APPLICABLE TERMS AND CONDITIONS
Any order placed by BOET STOPSON, “the Buyer”, will be governed by these general conditions of purchase, “GAC”, and must be the subject of an Acknowledgement of Receipt from the party to whom it is addressed, hereinafter referred to as “the Seller”. The Seller’s general conditions, which do not comply with these CGA, may not be enforceable against the buyer unless agreed in writing by the Buyer’s Purchasing Service. The receipt or payment of the Supplies or services does not constitute a recognition or acceptance of the Seller’s general conditions, the application of which is excluded in any case.
DELIVERY, TRANSFER OF OWNERSHIP AND RISKS
Unless otherwise stipulated in writing, deliveries of Supplies will be made incoterm 2020: DAP, not unloaded, our factory located at 23 rue d’Amsterdam, 59200 Tourcoing, France, during opening hours. The transfer of risks and ownership will take place between the Seller and the buyer at the time of delivery of the Supplies. Any reservation of ownership for the benefit of the Seller is expressly excluded.
METHOD AND DELIVERY TIME
Any delivery of equipment must be made in paid postage, the amount of the postage will be specified on the invoice, except in the case of purchase “Franco de port”. In any case, the delivery time is imperative and the Seller must immediately notify the buyer of his inability to comply with it, and implement all possible means to reduce the overrun.
All delivery must be accompanied by a slip, specifying the number and date of our order. Our reception service will refuse any delivery not accompanied by a delivery note, or not containing the requested information, as well as any incomplete delivery.
Invoices must be sent for each delivery or service to the following address: “email@example.com” and to the issuer of the order. They will bear the order number, the order line reference(s), the date of shipment or delivery, the number and date of the delivery note, or the date of completion of work in the case of service, as well as the name of the issuer of the order.
They will mention the time limit and the amount excluding taxes in the conditions of the order, the amount of VAT applicable as well as that of any other taxes provided for in the order. Invoices that do not meet these requirements will be returned.
Upon delivery to our stores, or on our construction sites, a quantitative reception is made, the qualitative reception is carried out later by our controllers. All costs subsequent to a refusal of receipt are borne by the seller.
DISCARDS – COMPLIANCE – GUARANTEES
In the case of the delivery of equipment or the performance of a service that proves, after receipt or commissioning, not in accordance with the contractual specifications, we will be entitled either to postpone the supply and cancel the order, or to postpone the supply and demand its replacement or compliance, in agreement with us on the necessary means and processes used.
After elimination of the defects found, the supply will again be subject to appropriate controls and tests. All costs incurred by the replacement, compliance of the supply or cancellation of the order are borne by the Seller regardless of the application of contractual penalties and damages.
The duration of the guarantees is 12 months from the date of the compliant delivery, and for services, 18 months from the date of their provision, unless otherwise agreed in writing by the parties, or if a longer term is applicable, on a case-by-case basis, under the law or a contract.
The Seller undertakes to subscribe to and maintain an insurance policy against any damage that may result from non-compliance with the CGAs.
TERMS OF PAYMENT
Payment to our suppliers is made by bill of exchange, promissory note, cheque or bank transfer, payable exclusively to the supplier.
The normal payment conditions are 45 days at the end of the month of delivery or service, unless special conditions are specified on our order form.
Invoices must be sent to us before the 5th of the month following the delivery to avoid delaying the deadline.
PENALTIES AND CANCELLATION
Our deadlines must be strictly respected, and we may, at our choice, apply the following penalties: 1% per week of delay, limited to 10% of the order amount, without formal notice, or the outright cancellation of our order without any compensation.
In the event of a prolonged delay, we would be obliged to pass on to you the costs caused by your late delivery.
The supply must be in accordance with the regulations and standards in force in terms of health, safety and the environment, in particular (non-exhaustive) materials of dangerous substances and preparations (RoHS, REACH, asbestos…) of waste (packaging, WEEE…) of electrical protection, electromagnetic/ionizing/optical radiation. The Supplier undertakes to inform the Buyer of any non-compliance with the regulations as mentioned above and will compensate the Buyer for any consequences arising from the non-compliance described in this article.
In addition, the Supplier undertakes to implement in the establishment of its supply chains, all necessary measures to ensure that the materials do not come from a country “area of conflict and high risk”, or do not use counterfeit items.
ASSIGNMENT – SUBTRACTION
Unless previously agreed in writing by the Buyer, the Supplier may not assign the Order to a third party in whole or in part. In the event of a change in the Supplier’s control, direct or indirect, transfer or funds, the Buyer will have the right to terminate the Order.
The Order may not be subcontracted, in whole or in part, directly or indirectly, by the Supplier, without the prior and express consent of the Buyer.
If the Supplier is authorized to subcontract all or part of the Order to third parties, these subcontracting operations will be the sole financial responsibility of the Supplier. He will remain solely and fully responsible to the Buyer for the execution of the Order and compliance with the CGAs. The Supplier must notify all subcontractors of the clauses of these CGA as well as those of the Order, and must transmit to them all information concerning the Buyer’s requirements, the latter reserving the right to refuse any subcontractor who does not comply with these conditions.
In the event of assignment or subcontracting by the Supplier without the prior written authorization of the Buyer, the latter may automatically terminate the Order without the Supplier being able to claim any compensation whatsoever.
The Supplier undertakes to treat as confidential all commercial and technical information and documents, as well as all objects entrusted to him by the Buyer and shall refrain from communicating and/or transmitting them in any way to third parties, unless previously authorized in writing by the Buyer.
The Supplier shall refrain from reporting his business relations with the Buyer, unless the Buyer has prior written authorization.
COUNTERFEIT, FRAUDULENT OR SUSPICIOUS ITEMS
The products purchased can be used for strategic industries using demanding levels of security (oil, pharmaceutical, nuclear chemicals, armaments, defense, medical industries, etc. …). In this context, the Supplier must take all necessary measures to prevent and detect counterfeit, fraudulent or suspicious items. In case of doubt, he must immediately inform the Buyer of the offending and suspicious lots and implement the ad ‘hoc prevention plan to recall and replace the offending parts at no cost to the buyer.
APPLICABLE LAW – DISPUTES
Subject to the contrary written stipulation, the order and the contractual relations between the buyer and the Seller are governed by French law.
When the Seller has his registered office or residence in one of the member countries of the European Union, and unless expressly stipulated otherwise in the order, following the failure or abandonment of the mediation, the parties agree to submit any dispute to the court of Lille-France. When the Seller has its seat or residence outside the EU, the parties agree to bring their dispute to the jurisdiction of Northern European arbitration (CAREN) in Lille – France. The arbitration will be in French.