1. Scope
These general purchasing conditions hereby define the rights and obligations of the parties with respect to their contractual relationship and apply to any purchase order to which they are attached, issued by ALSEAMAR (hereinafter the "Customer") to its supplier (hereinafter the "Supplier"), for the procurement of the products offered for sale by the Supplier as stated in the purchase order (hereinafter the "Products").
2. Purchase Order
The purchase order shall contain the following information as a minimum: the type, description and quantity of Products, their price, the delivery date, the method used for payment and the signature of a representative.
The Customer hereby declares that unless it expressly agrees otherwise (i) the unilateral application by the Supplier of its general conditions of sale shall not constitute a reservation on these general purchasing conditions, (ii) it hereby rejects any provision according to which the Supplier's general conditions of sale supersede these general purchasing conditions, and (iii) it hereby rejects any clause of the Supplier according to which the Customer is deemed to have tacitly accepted the rejection of these general purchasing conditions or the application of the Supplier's general conditions of sale.
In case of ambiguity, inconsistency or contradiction between the provisions of any offer made by the Supplier, the purchase order and any reservation made by either the Customer or the Supplier, the Customer and the Supplier shall negotiate and reach an explicit agreement, within a timescale compatible with the object of the purchase order.
The contract of sale entered into between the Customer and the Supplier once agreement has been reached on the provisions of the purchase order (hereinafter the "Contract") shall consist in the following documents, listed in order of precedence:
- The purchase order;
- Any document attached to the purchase order (requirements, technical specifications, etc.), where relevant;
- These general purchasing conditions.
3. Delivery, transfer of risks and ownership
The Products shall be delivered to the Customer’s premises "Delivered Duty Paid", according to ICC Incoterms 2010.
The Products shall be delivered with (i) a delivery note stating as a minimum the purchase order number and date, the product reference, the quantity, the number of packages and the identities of the sender and carrier, (ii) any document related to the pre-delivery inspections and controls carried out by the Supplier, if any, (iii) any document required by the applicable laws and regulations for the transport, export and customs clearance of the Products, and (iv) any document needed for the correct and complete set-up and use of the Products by the Customer. The Products shall be packaged appropriately for the mode of transport and the handover of the Products to the Customer.
The delivery dates specified in the Contract must be met and constitute an essential condition determining the Customer’s consent to enter into the Contract. No partial or early deliveries may be made without the Customer's prior written consent. As part of an obligation of results (« obligation de résultat »), the Supplier agrees to deliver in a timely manner Products compliant with the Contract in terms of quantity and quality, but also with applicable laws and regulations. The Supplier shall inform the Customer in a timely manner of any event that may adversely affect the proper performance of the Contract.
The transfer of risks on the Products shall take place in accordance with the aforementioned Incoterm. The transfer of ownership shall take place upon unqualified acceptance of the Products by the Customer.
4. Product acceptance
Shortly after the delivery of the Products, the Customer shall check their compliance with the Contract. In case of non-compliance, the Customer may accept all or part of the products with reserve(s) and/or reject all or part of the Products. Consequently, the Supplier shall, immediately and at its own cost, replace all or part of the Products that are not compliant, or shall complete the delivery to make it compliant with the Contract.
5. Compensation
Without prejudice to any further claim by the Customer for the indemnification of any costs, money paid, damage or prejudice, for any delay in delivery of all or part of the Products or delivery of Products not compliant with the Contract, the Customer is automatically entitled to claim compensation at a daily rate of up to 1% (one percent) of the Contract value, until delivery has been made in compliance with the Contract. This compensation may be claimed in addition to any costs or expenses incurred by the Customer as a result of the non-compliance and/or incurred to come up with the non delivery or the non-compliance.
6. Prices, invoicing and payment terms
The prices stated in the Contract are firm, fixed and definitive. They include all fees and charges, such as but not limited to overheads and administration costs, transport, insurance, packaging and customs, necessary to deliver the Products in compliance with the Contract. The prices shall not be modified without the Customer's prior written consent.
After delivery of the Products, the Supplier shall send its invoice to the Customer in duplicate. The Customer reserves the right to reject the invoice if it does not contain the mandatory information or the information needed for payment, such as but not limited to the purchase order number and date.
The Customer shall pay any invoice issued in compliance with the Contract within sixty (60) days of its date of issue, by check or wire bank transfer, using the information given by the Supplier.
7. Warranty
The Supplier warrants that the Products are compliant with the Contract and with all applicable standards, that they are manufactured with first quality material and that they are fit for the Customer’s purpose.
Without prejudice and in addition to any warranty given at law, the Supplier warrants the Products, factory return, for a twelve (12) months time period from their date of acceptance. Therefore, the Supplier shall correct or replace, at its costs, any defective Product, for example in case of defect in the type, design, raw material, manufacturing or operation of the Product. The Supplier shall indemnify and hold the Customer harmless from any cost, money paid, damage and prejudice borne by the Customer that would result from the defect of the Products.
8. Liability and insurance
The Supplier hereby assumes the entire liability for any costs, money paid, damage or prejudice borne by the Customer due to the Products delivered, regardless of whether they have been used by the Customer, integrated or incorporated into the Customer’s products or even independently sold to the Customer’s clients. As a consequence, the Supplier shall indemnify and hold the Customer harmless from any costs, money paid, damage or prejudice borne by the Customer due to the performance, poor performance or non-performance of the Contract by the Supplier.
For the purposes of the aforementioned liability, the Supplier shall take out and maintain the relevant insurance policies with a solvent insurance company.
9. Termination
The Supplier hereby assumes the entire liability for any costs, money paid, damage or prejudice borne by the Customer due to the Products delivered, regardless of whether they have been used by the Customer, integrated or incorporated into the Customer’s products or even independently sold to the Customer’s clients. As a consequence, the Supplier shall indemnify and hold the Customer harmless from any costs, money paid, damage or prejudice borne by the Customer due to the performance, poor performance or non-performance of the Contract by the Supplier.
For the purposes of the aforementioned liability, the Supplier shall take out and maintain the relevant insurance policies with a solvent insurance company.
10. Miscellaneous
Any waiver of its rights, whether express or implied, by any of the Parties in the event of a breach by the other, shall not constitute a waiver of rights for that particular breach or for any future breach of the same or a different kind. The Contract represents the complete and final understanding and agreement between the Customer and the Supplier with respect to the subject matter herein and supersedes all other negotiations, understandings and representations (if any) made by or between them.
11. Applicable law and dispute resolution
The Contract shall be subject to French law, except where this conflicts with the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or relating to its existence, validity, interpretation, execution or termination shall be subject to the exclusive jurisdiction of the commercial court (“tribunal de commerce”) of PARIS.