Terms and conditions of purchase

1 – GENERAL

The present general terms and conditions of purchase do not constitute an order and are intended solely to set out the rules governing the commercial relationship between CELEC and the Seller, excluding any special clauses that may be specified on order forms.

These general terms and conditions of purchase shall apply to all orders placed by CELEC. In the event of any contradiction between the general terms and conditions of purchase and the special terms and conditions, the latter shall prevail.

Similarly, should the Seller’s general terms and conditions apply, they shall not prevail in the event of contradiction with these general terms and conditions of purchase and its appendices.

The contract with the Vendor consists of the order, its appendices, which may include technical specifications, and the order acknowledgement. The Seller undertakes to comply with all regulations relating to the supplies covered by the order and in force on the day of delivery.

These general terms and conditions of purchase may be accepted electronically.

Seller and Buyer undertake to perform these general terms and conditions of purchase in good faith, pursuant to Article 1104 of the Civil Code, a provision of public order.

2 – ORDERS

Acknowledgement of receipt or a copy of CELEC’s order shall be returned to CELEC unmodified and bearing the Seller’s signatures and stamp. This acknowledgement of receipt shall be accompanied, where applicable, by all supporting documents required by labour regulations and other regulations.

Acceptance of the terms of the order implies that the Seller acknowledges having received all plans, specifications, quality plan and information necessary for the proper execution of the order. It is the Seller’s responsibility to:

• ensure that it has all the information, certifications, qualifications, means required to carry out and verify the conformity of the products and this before executing the contract,

• request any additional information or make any comments it considers useful for the proper execution of the order.

The Seller undertakes to inform CELEC whenever a notable change occurs, particularly in terms of modification of the legal structure, certifications, qualifications.

The acknowledgement of receipt of the order must be returned by the Seller to CELEC within a maximum of three (3) days of receipt, accompanied by these signed conditions of purchase. Beyond this time CELEC shall consider that the terms of the order and of these conditions of purchase are accepted as they stand and that the lead time has begun to run (see paragraph “lead times” below).

No modification of the provisions of the order shall be accepted until the corresponding amendment has been agreed, signed and entered into force.

 

3 – FINANCIAL TERMS

All orders are placed at a firm, non-revisable price for a period of one year, including supplies and services, notwithstanding article 1195 of the Civil Code. This price does not include VAT. The Buyer having, for its part, made price commitments with its own customers.

The order, the performance of which is planned over a period of more than 1 year, may be subject to a price revision, by application of article 1195 of the Civil Code, if the conditions set out in that article are met, namely: “If a change in circumstances unforeseeable at the time of the conclusion of the contract makes performance excessively onerous for a party who had not agreed to assume the risk, that party may request renegotiation of the contract from its co-contractor”.

The request for review must be made within a of 6 months before the end of the term of the current order.

The price is understood with a place of delivery by reference to the INCOTERM chosen by the parties.

Unless otherwise stipulated when the order is placed, no deposit shall be paid when the order is placed. In the event of a deposit being paid and depending on the amount the Seller will provide a money-back guarantee.

Invoices, in accordance with regulations, are sent to CELEC by the Seller after delivery. These invoices shall be drawn up in 2 copies.

They are issued in the name of CELEC and are addressed, unless otherwise specified, to the following address:

CELEC – 3 BOULEVARD DE L’EUROPE – ZONE D’ACTIVITÉS DU VAL DE BÉTHUNE BP 21 – 76270 NEUFCHÂTEL-EN-BRAY – France.

CELEC reserves the right to refuse invoicing and delivery of any goods which have not been the subject of an order in due and proper form.

Invoices are paid by bank transfer at 30 days end of month on the 5th or the 15th (due date calculated from the actual delivery date, the amount paid taking into account any late payment penalties calculated in accordance with article 4 below).

Any claim by the Seller on sums that CELEC may possibly owe it on any grounds whatsoever, must be notified by registered letter with acknowledgement of receipt.

CELEC may set off any sums owed to it by the Seller on any grounds whatsoever, but only after informing the Seller in such a way as to enable the Seller to verify the reality of the corresponding grievance and to confirm CELEC’s claim, which shall thus be deemed to be certain, liquid and due.

4 – DEADLINES

Compliance with deadlines (product + associated documentation) is imperative. The dates indicated on orders are those of the arrival of supplies at the delivery location indicated. Late delivery means delivery more than one working day after the accepted delivery date.

Timely receipt of the documents to be supplied by the Seller (quality plan, material certificates, certifications, procedures, etc.) and required with the order also conditions the payment deadline. If the documents are delivered after the parts, the date of delivery of the documents is taken into account in calculating the due date.

Non-compliance with delivery dates and places shall automatically and without prior notice, except in the event of force majeure (as defined by case law) proven by the Seller, result in the application of the penalties set out below, without prejudice to all other rights and remedies, in particular compensation for all damages and cancellation of the order.

 

The penalties applied will be 0.40% of the amount of the contract or order per calendar day of delay. These penalties will be capped at 10% of the value of the order excluding VAT.

 

If failure by the Seller to comply with the contractual delivery deadlines results in additional costs for CELEC, such as express delivery or delivery by air between the Seller and CELEC or between CELEC and its customer, line stoppage, additional services by another supplier, etc., CELEC reserves the right, at its sole discretion, to charge the Seller for such additional costs. CELEC reserves the right, on the basis of supporting documentation, to request the Seller to bear such additional costs.

On the basis of supporting evidence, a request for a credit note in favour of CELEC will be sent to the Seller.

Modification of the product:

The Seller shall inform CELEC of any modification to the supply prior to delivery.

The new product shall be subject to a qualification period by CELEC, the duration of which shall be defined between the parties in accordance with its technical specificities.

The Seller guarantees the supply of the previous product during the qualification period of the new product.

 

5 – LOGISTICS

No delivery shall be made without the Seller having first drawn up the documents required in the order. In the event that particular tests are specified therein, such tests shall be the subject of reports to be attached to the above-mentioned certificates or supporting documents and delivered at the same time as the related supplies, components or equipment.

Any consignment sent to CELEC shall be the subject of a consignment note drawn up in 2 copies by the Seller and containing all the information necessary for the identification of the equipment and the packages (in particular the identification of the Seller, the order number and item, the part reference, the description and quantity of the goods, the name of the carrier). This note will accompany the packages and will be placed in the packaging; the certificates and reports of the checks carried out by the Seller will also be included in the packaging or sent at the same time.

The transport and packaging must be suitable for the regulations in force, the product being transported, its loading, transport and unloading, and must ensure that the goods being transported are not damaged.

In the event that certain goods or products to be respectively supplied or used in connection with the Contract or orders contain hazardous substances or require special safety precautions to be taken with respect to handling, transport, storage or use, the Seller shall, prior to delivery or use thereof, provide CELEC in writing with the necessary information concerning the nature of such substances and the precautions to be taken.

Seller shall ensure that, prior to shipment, appropriate instructions and warnings are prominently and clearly marked on the goods or products in question and on the packaging in which they are placed, in both English and French.

 

6 – QUALITY – QUALITY CONTROL – MONITORING – TRACEABILITY

The term “acceptance” implies a quantitative, qualitative and documentary check of conformity with the order. Acceptance shall be carried out on arrival at CELEC or at the place where the work is carried out, where applicable on the premises of subcontractors. This control shall not modify the obligations of the Seller who shall remain fully responsible for the conformity of its supply to the stipulations of the order, as well as for its execution in accordance with the Best Practices and the regulations in force.

Any non-conformity detected by the Seller shall be reported to CELEC and documented as soon as possible. The non-conformity may only be dealt with and the product released after written agreement by CELEC. In all cases, the non-conformity or deviation shall be noted on the documentation associated with the product and the non-conforming product shall be identified. The Seller undertakes to notify CELEC in writing as soon as possible of any anomaly discovered after delivery.

Consequently, the Seller undertakes to allow CELEC’s representatives or customers free access to the establishments concerned by the order so that they may carry out all inspections, tests or other verification operations.

In the event that the quality plan provides for inspections or stopping points, the Seller shall convene the bodies and CELEC at least 10 days prior to the scheduled inspection date (unless otherwise specified in the order).

CELEC reserves the right to accept or refuse any excess quantities delivered.

In the event that the supply does not conform, CELEC may, at its own discretion, without recourse on the part of the Seller, and at its own expense, either request the repair or replacement of the non-conforming supply or carry out or have carried out such repair or replacement, or automatically terminate the order by registered letter with acknowledgement of receipt, all without prejudice to damages.

In the event that non-conformity of the products delivered causes financial damage to CELEC or one of its customers, CELEC shall be entitled to claim financial compensation from the Seller. On the basis of supporting documents, a request for a credit note in favour of CELEC shall be sent to the Seller.

Products found to be non-conforming shall systematically be the subject of a non-conformity report sent to the Seller, with a request for corrective or preventive action to be taken by the supplier.

The Seller shall ensure and be responsible for the identification, traceability (or maintenance of traceability) and preservation of the products throughout the production process (from manufacture, if applicable, to delivery).

CELEC reserves the right to carry out surveillance on the premises of the Seller or its possible subcontractors (see § subcontracting), without this in any way diminishing the responsibility of the latter.

Such surveillance may relate to:

• on the supplier’s quality system,
• on the resources involved in executing the order (human resources, equipment and processes),
• on the products, to check their conformity.

This monitoring may lead CELEC to request the Seller to implement corrective actions.

To this end the Seller undertakes to give CELEC free access to its premises at all times, and to guarantee it free access to the premises of its subcontractors.

7 – TRANSFER OF OWNERSHIP AND RISKS

The transfer of ownership will take place upon the compliant delivery of the supply to the place of destination.

However, in the event that the Buyer has made advance payments for the supply, the transfer of ownership will take place at the time of the advance payments, and will relate to the corresponding raw materials and the part of the supply in progress, which must be individualised.

The transfer of risks, in this case, will take place upon complete delivery.

8 – SPECIFIC TOOLS

Tooling and models which may have been entrusted to the Seller by CELEC for the purpose of fulfilling orders shall remain the exclusive property of CELEC. This shall also apply to tools and models which the Seller may have produced or had produced on behalf of CELEC. No intellectual property clause concerning such tools and models may be invoked against CELEC. In this respect, no payment shall be made in the event of CELEC taking back such tools and models.

The tools and models must be maintained in good condition by the Seller after acceptance of any maintenance costs by CELEC.

The Seller shall also take out damage and civil liability insurance covering the tools entrusted to it, and shall provide proof thereof at CELEC’s first request.

The Seller shall inform CELEC whether any damage caused to tools and models stored on its premises on behalf of CELEC is covered by its insurance, for what amounts and under what conditions.

Tooling and models shall be clearly identified as the property of CELEC.

A complete list of tooling on deposit with the Seller shall be kept up to date on a regular basis and communicated to CELEC.

The tools and models entrusted to the Seller are for the exclusive use of CELEC. The Seller shall refrain from using CELEC’s tooling and models to manufacture and sell parts or copies of the models to anyone other than CELEC.

 

The Seller undertakes to return to CELEC on simple request and without any conditions whatsoever, in particular by alleging any compensation whatsoever, the tooling and models entrusted to it. Collection and transport costs shall be borne by CELEC.

No destruction of tooling or models may be carried out without the prior agreement of CELEC, failing which CELEC shall demand replacement as new.

The provisions of Articles 1875 et seq. of the French Civil Code shall apply to the loan of specific tooling referred to in this Article.

9 – RETENTION OF TITLE CLAUSE

The retention of title clauses contained in the Seller’s documents are unenforceable against the Buyer if they have not been approved by the Buyer in writing bearing its signature and stamp, prior to delivery.

10 – GUARANTEE

Unless waived in the Special Terms and Conditions of the orders, the warranty period shall run from the date of acceptance (parts + documents) for a period of twenty-four months.

During this period, the supply will be guaranteed (parts, labour and travel in France or overseas), whatever the defect found (quality defect, malfunction, etc.). In the event of a defect, the warranty shall be extended for a period equal to that of the unavailability of the supply; if it is necessary to replace all or part of the supply, the warranty period shall run, for the defective element, from the time of its replacement, for a period equal to the duration of the initial warranty, subject to all other rights and remedies of CELEC. In addition, the Seller shall remain liable, in accordance with common law, beyond the contractual warranty period, for any hidden defects in its supply.

The Seller shall diligently remedy, at its sole expense, any defect in the goods/service, whatever it may be, with priority given to the immediate replacement/conformity thereof. It shall also repair any proven harmful consequences that such defects may cause to CELEC, its Customers and/or partners. The Seller fully guarantees CELEC in this respect. Should the Seller prove unable to remedy such defects, CELEC reserves the right, 8 days after formal notice by registered letter with acknowledgement of receipt has remained unsuccessful, to have the necessary work carried out, and this after communication to the Seller of the cost of repair, at the Seller’s expense, without prejudice to the application of the termination clause and a claim for damages.

11 – SAFETY, ENVIRONMENT, LABOUR LAW

Materials and production methods must respect the environment, labour legislation and standards applicable to the safety of workers, as well as provisions aimed at ensuring the safety of users and consumers. The Seller undertakes to comply with the French and European provisions in force on these points, and in particular the RoHS II directive 2011/65/EU, Regulation (EC) n°1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the registration, evaluation and authorisation of chemical substances, as well as the restrictions applicable to these substances (REACH) and articles R 543-42 to R 543-74 of the Environment Code (relating to the taking into account of environmental requirements in the design and manufacture of packaging) for which the Seller must provide, on request, a written declaration of conformity.

By the mere acceptance of the order, the Seller guarantees that the supply will be equipped with all the regulatory or customary safety devices. The Seller will comply with all laws and standards concerning traceability, hygiene, safety and the environment in force on the day and place of delivery.

In all cases where the order involves services to be performed in one of CELEC’s Establishments, the Seller shall take, in a timely manner, all measures with a view to complying with legal and regulatory provisions concerning traceability, hygiene, safety and the environment. In this respect, the Seller shall in particular – prior to any intervention by its personnel on the site – contact the identified contact of the Establishment concerned, and arrange with the latter for the implementation of the consultation procedure resulting from the regulations. Compliance with the provisions of this article constitutes an essential and determining condition of a CELEC order.

In particular, all supplies must comply with and meet the requirements imposed by the laws and regulations in force at the time and place of delivery. The Seller shall provide on request a certificate of compliance with the regulations in force for such goods.

It shall be the sole responsibility of the Seller to verify the compliance of the supply with the aforementioned requirements, taking into account, in particular, the characteristics of the product, which shall be specified by CELEC.

Any change in the composition or in the manufacturing procedure of a supply which has already been approved by CELEC shall be communicated by the Seller and accepted in writing by CELEC prior to application.

<12 - CONFIDENTIALITY The Seller shall not disclose any information, in particular technical, commercial or financial information, relating to its relationship with CELEC, or to CELEC, without CELEC's prior written consent, including within a period of 5 years after delivery of the order.   <13 - industrial and intellectual property rights The services or orders entrusted by CELEC to the Seller do not give the latter any rights over trademarks, logos, distinctive signs or any other rights held by CELEC under industrial and commercial property. The Vendor shall be responsible for the use, in its supply, of any industrial and intellectual property rights and, more generally, of any proprietary rights, as well as for any royalties, costs or claims relating to the use of these rights in the supply or occasioned by measures taken subsequently to maintain the rights. It shall defend CELEC and hold it harmless in the event of any action for infringement of the said industrial property rights, and shall compensate CELEC in full for any loss suffered by it as a result. In addition, CELEC reserves all industrial property rights relating to the supply in the event that it has participated in financing or carrying out the study. This right includes the rights of reproduction, representation, adaptation, modification, by any means and any medium, as well as the right of exploitation.

<14 - SUBCONTRACTING

In the context of orders for manufactured products with a trade mark or conditions specific to the order, completion of the order may not under any circumstances be subcontracted to another service provider or transferred to another of the Seller’s production sites, without prior qualification and written agreement from CELEC.

Outside this framework, if the Vendor subcontracts all or part of the execution of the order, it shall in all circumstances remain jointly and severally liable with the subcontractor for the perfect execution of the order both with respect to CELEC and to third parties.

In all cases, the Seller undertakes to pass on all of CELEC’s requirements to its subcontractors and shall ensure that they are properly applied at all stages of performance.

CELEC reserves the right to ask the Seller for a list of its suppliers involved in our orders. The Seller shall provide the company name, address and contact names.

15 – LIABILITY, DAMAGES AND INSURANCE

 

The Seller undertakes to bear in full any bodily injury, material or immaterial damage which may be caused to CELEC, its representatives, its agents or to third parties, on the occasion of the performance, delay in performance or non-performance of the order or which may arise, in any respect whatsoever,. Any clause limiting liability contained in the Seller’s general terms and conditions of sale shall not apply. This applies in particular to liability for defective products pursuant to article 1245-14 of the French Civil Code.

The Seller shall take out an insurance policy with companies known to be solvent to cover the consequences of the above obligations, as well as any damage that may occur, up to an amount to be agreed in the special conditions.

The Seller shall, at CELEC’s request, provide proof that it has taken out the policy and the guarantee by means of a certificate from the insurance company describing the risks covered, excesses and ceilings.

The Seller shall refrain from taking any action against CELEC, its representatives or its agents, for any damage occurring during the performance of the order or resulting from such performance, in particular in the event of theft, and shall fully indemnify CELEC, its representatives or its agents against any action brought against them by a third party on these same occasions. The Seller undertakes to obtain from the insurance companies covering such risks that they waive any recourse as subrogated in the rights of the Seller against CELEC, its representatives or its agents.

 

The policies taken out by the Seller may in no way be considered as limiting its obligations and responsibilities under the order.

 

<16 - SEVERABILITY

The nullity, lapse, lack of binding force, or unenforceability of any of the stipulations of these general terms and conditions of purchase shall not entail the nullity, lapse, lack of binding force, or unenforceability of the other stipulations, which shall retain all their effects.

 

17. INEXECUTION AND TERMINATION

The provisions of articles 1217, 1219 to 1231-3 of the Civil Code will apply.

17.1 Non-performance

 

In the event of non-performance and pursuant to Article 1217 of the Civil Code, CELEC reserves the right to:

• refuse to perform or suspend the performance of its own obligation
• pursue compulsory performance of the obligation
• ask for a reduction in price
• provoke the cancellation of the order
• request compensation for the consequences of non-performance.

 

17.2 Termination

CELEC reserves the right to terminate any order ipso jure, in the event of non-compliance with any of the clauses listed above relating in particular to deadlines, place of delivery, quantitative and qualitative technical specifications, prices and conformity of products, documentation and packaging.

This termination will take effect 5 working days after the sending of a registered letter or email with acknowledgement of receipt to the Seller informing it of the termination of the contractual relationship.

18 – DISPUTES – APPLICABLE LAW – LANGUAGE

The order and its consequences will be governed by French law.

Exclusive attribution of jurisdiction is made to the Commercial Court of Rouen (France) for all disputes in which the Vendor has its registered office on French territory, and to the Commercial Court of Paris for all disputes in which the Vendor has its registered office outside France, disputes relating to the sale of supplies and to these Conditions, even in the event of multiple defendants or third-party proceedings and whatever the methods of payment, including by bill of exchange or other commercial instruments. This attribution of jurisdiction is stipulated in favour of CELEC, which reserves the right to refer the matter to any other courts which may have jurisdiction.

Prior to any referral to the courts and except in cases of urgency, any disputes that may arise concerning the validity, interpretation, performance or non-performance, interruption or termination of the Orders and these General Terms and Conditions shall be submitted to mediation, in accordance with the Mediation Rules of the CMAP (Centre de médiation et d’arbitrage de Paris, 39 avenue Franklin Roosevelt 75008 PARIS), to which the Parties declare that they adhere.

In the event that these Terms and Conditions are drawn up in two languages, the French language shall prevail.

The Parties expressly waive the application of the Vienna Convention of 11 April 1980 on the International Sale of Goods.