CGA

APPLICABLE TERMS AND CONDITIONS

All orders placed by BOET STOPSON, “the Buyer”, shall be governed by these general terms and conditions of purchase, “GTC”, and shall be subject to an Acknowledgement of Receipt by the party to whom it is addressed, hereinafter referred to as “the Seller”. The Vendor’s general terms and conditions, which are not in conformity with these GCP, shall not be enforceable against the purchaser unless agreed in writing by the Purchasing Department of the Vendor. Receipt or payment for supplies or services does not constitute acknowledgement or acceptance of the Seller’s general terms and conditions, which shall not apply in any event.

DELIVERY, TRANSFER OF OWNERSHIP AND RISK

Unless otherwise agreed 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 risk and ownership shall take place between the Vendor and the purchaser at the time of delivery of the Supplies. Any reservation of title in favour of the Vendor is expressly excluded.

DELIVERY METHOD AND TIME

All deliveries must be made carriage paid, the carriage charge being specified on the invoice, except in the case of “carriage paid” purchases. In any case, the delivery time is imperative and the Vendor must immediately warn the purchaser of his inability to meet it, and use all possible means to reduce the delay.

All deliveries must be accompanied by a delivery note, specifying the number and date of our order. Our receiving department will refuse any delivery that is not accompanied by a delivery note, or that does not include the requested information, as well as any incomplete delivery.

BILLING

Invoices must be sent for each delivery or service to the following address: ” invoices@boet-stopson.com “and to the order issuer. Invoices should bear the order number, the order line reference(s), the date of dispatch or delivery, the number and date of the delivery note, or the completion date in the case of services, and the name of the order issuer.

Invoices shall state the delivery date and the amount, excluding VAT, according to the terms of the order, as well as the amount of VAT applicable and any other taxes stipulated in the order. Invoices not meeting these requirements will be returned.

RECEPTION

On delivery to our warehouses, or to our worksites, a quantitative acceptance is carried out; the qualitative acceptance is subsequently carried out by our inspectors. All costs arising from a refusal of acceptance are to be borne by the seller.

SCRAP – COMPLIANCE – WARRANTIES

In the event of delivery of equipment or performance of a service which proves, after acceptance or commissioning, not to comply with the contractual specifications, we shall be entitled either to reject the supply and cancel the order, or to reject the supply and demand replacement or compliance, in agreement with us as to the necessary means and procedures used.

Once the defects have been eliminated, the supply will again be subjected to the appropriate inspections and tests. All costs incurred in replacing or bringing the supply into conformity, or in cancelling the order, shall be borne by the Seller, irrespective of the application of contractual penalties and compensation for damages.

Warranties are valid for 12 months from the date of compliant delivery, and for services for 18 months from the date of supply, unless otherwise agreed in writing by the parties, or if a longer period is applicable, on a case-by-case basis, by law or contract.

The Seller undertakes to take out and maintain an insurance policy against any damage that may result from non-compliance with the GTC.

TERMS OF PAYMENT

Payment to our suppliers is made by bill of exchange, promissory bill, cheque or bank transfer, made out exclusively to the order of the supplier.

Normal payment terms are 45 days from the end of the month of delivery or service, unless special terms are specified on our purchase order.

Invoices must be received by the 5th of the month following the month of delivery, to avoid any delay.

PENALTIES AND CANCELLATION

Our deadlines must be strictly respected, and we may, at our discretion, 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 will be obliged to pass on to you the costs incurred by your late delivery.

SUSTAINABLE DEVELOPMENT

The supply must comply with current health, safety and environmental regulations and standards, in particular (but not exhaustively) with regard to hazardous substances and preparations (RoHS, REACH, asbestos, etc.), waste (packaging, WEEE, etc.), electrical protection and electromagnetic/ionizing/optical radiation. The Supplier undertakes to inform the Purchaser of any non-compliance with the above-mentioned regulations and will indemnify the Purchaser for any consequences resulting from non-compliance as described in this article.

In addition, the Supplier undertakes to implement all necessary measures in the establishment of its supply chains to ensure that materials do not originate from a “conflict and high-risk zone” country, or use counterfeit items.

ASSIGNMENT – SUBCONTRACTING

Except with the prior written consent of the Purchaser, the Supplier may not assign the Order in whole or in part to a third party. In the event of a change of control of the Supplier, whether direct or indirect, of assignment or of funds, the Purchaser shall 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 Purchaser.

If the Supplier is authorized to subcontract all or part of the Order to third parties, such subcontracting shall be at the Supplier’s sole financial expense. The Supplier shall remain solely and entirely responsible to the Purchaser for the performance of the Order and for compliance with the GCP. The Supplier shall notify all subcontractors of the clauses of the present GCP as well as those of the Order, and shall provide them with all information concerning the Purchaser’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 Purchaser, the latter may terminate the Order ipso jure without the Supplier being entitled to claim any compensation whatsoever.

PRIVACY

The Supplier undertakes to treat as confidential all information and all commercial and technical documents, as well as all objects entrusted to it by the Purchaser and shall refrain from communicating and/or transmitting them in any way whatsoever to third parties, except with the prior written authorization of the Purchaser.

The Supplier shall not mention its business relations with the Purchaser without the Purchaser’s prior written consent.

COUNTERFEIT, FRAUDULENT OR SUSPECT ITEMS

The products purchased may be used in strategic industries requiring high levels of security (petroleum, pharmaceutical, chemical, nuclear, arms, defense, medical, etc.). In this context, the Supplier must take all necessary measures to prevent and detect counterfeit, fraudulent or suspect items. In case of doubt, it must immediately inform the Purchaser of the incriminated and suspect batches and implement the ad ‘hoc prevention plan in order to recall and replace the incriminated parts at no cost to the Purchaser.

APPLICABLE LAW – DISPUTES

Unless otherwise stipulated in writing, the order and the contractual relationship between the purchaser and the Vendor are governed by French law.

Where the Seller’s registered office or place of residence is in one of the member countries of the European Union, and unless otherwise expressly stipulated in the order, following the failure or abandonment of mediation, the parties agree to submit any dispute to the courts of Lille – France. Where the Seller’s registered office or place of residence is outside the EU, the parties agree to submit their dispute to the jurisdiction of the Northern European Arbitration (CAREN) in Lille – France. Arbitration will be in French.