GENERAL PURCHASING CONDITIONS www.charriau.fr 1°) General clause Only the orders of the buyer, which are drew up on his special form entitled “Bon de commande” with the exception of all other documents, including these coming from the supplier, are valid. The buyer will be able to refuse the delivery and the invoicing for all products or services, which were not the subject to an order in due form on the so-called form from him. The supplier will absolutely have to acknowledge this order at the indicated address at the particular conditions and that in eight days from its sending, unless otherwise provided appearing in the so called conditions. The buyer will be able to cancel every orders for which he will not have received a confirmation and a written agreement from the supplier in the deadline referred above. The acceptance of the order by the supplier leads to the clean acceptance of the particular and general purchasing conditions, which appears on, which will apply notwithstanding any clause and condition to the contrary, which are mentioned on the general sales conditions or all other documents from the supplier. 2°) Delivery The contractual delivery date of the product or service delivery appears on the order. This date is this at which the supplier is undertaken either to put the product at the disposal of the buyer or to carry out the indicated service at the addresses, hours and conditions (notably quality, quantity and so on) stipulated on the order. The buyer reserves the possibility to modify initial dates and places of delivery, unless formal and written disagreement of the supplier, which would be formulated in eight days of the knowledge of the wished modifications. Every early delivery in comparison with the forecast date on the order, will have to be previously accepted by the buyer. It won't lead to an early payment. 3°) Checking of the goods before dispatch Every goods sent by the supplier will be obliged to have been the object of a strict control and to go together with a certificate of conformity, which conforms to standards and regulation in force and/or to specifications appearing or referred in the order. In addition to it documentary evidences, such as analysis reports coming from an official laboratories will be able to be asked by the buyer. If some particular trial are mentioned on the order, they will have to be the object of a report, which will be attached to the required documents. 4°) Import Purchasing benefiting from VAT-exempt system will have to be sold VAT free, and in order to do it they will have to carry value added tax identification number that the buyer will previously have transmitted to the seller. If this exemption happened to change from the seller's doing, and if VAT, pecuniary penalties and other sums relating to this fact, were demanded to the buyer, the seller will become ipso facto debtor for the buyer. These sums would be eligible on simple application of the buyer. 5°) Dispatch Transport Transfer of ownership and risk transfer Every consignments addressed to the buyer will have to go together to at least one consignment note drew by the supplier, on which all indications necessary to the identification of the packages will be mentioned(in particular the reference of the order, kind and quantities of goods, the carrier's name,...). It will be placed either in the packaging of the first parcel, being aware of each parcel will have to carry the compulsory number of the order followed by a number of order (ex: 1050/1, 1050/2, 1050/3...), or delivered by the carrier to the receiver. The copies of the documents referred to in article 3 above will be also included inside the packaging, being aware that original documents will be sent by post in the same time. Unless otherwise provided on the order, on the one hand goods are conveyed at the responsibility of the supplier until the agreed place in the particular conditions, risk being transferred for the delivery at the place indicated on the order, on the other hand deliveries are carriage and packaging paid. The transfer of ownership is made according to the common law of sales, notwithstanding any reservation of title clause, which could not be opposed to the buyer. 6°) Receipt The physical receipt of goods won't be worth acceptance, which will be able to be reached only after the checking service of the buyer will proceed to verifications. Every supplies, which don't satisfy the specifications of the order, as far as their characteristic, quality, quantity, weight and so on could be refused by the buyer and will be at the disposal of the supplier or returned to this one, all at one's costs and one's own risks. In that case the buyer will also be able, in case of orders foreseeing successive deliveries, to put immediately an end to the all contract or a part of the contract, without compensation at his responsibility, with a registered letter with a form for acknowledgment of receipt (nota: the acceptance of a non conform delivery won't be an obstacle to the refuse of the next deliveries). If the buyer accepts despite everything goods only weights and/or quantities acknowledged by him will be taken in consideration for the payment of the invoices. In any case the supplier won't be able to take advantage of an eventual payment made by the buyer in order to refuse to pay back or to reimburse this last person. 7°) Price Unless otherwise provided on the order, prices which are mentioned there are firm and definitive, that is to say non revisable for any cause. Furthermore these prices are VAT free. 8°) Invoicing Invoices have to be addressed in two copies to the indicated address on the order and carry in reference to the number of this one last. They have to respect every points of the law in force, and notably for French suppliers, the provision of the order of the 1st December 1986 integrated into the new commercial Code. 9°) Payment Any account is paid at the order, unless otherwise provided written on the order. Payment and deadline options of the invoice are determined by particular conditions mentioned on the order. The paid sum will take into account eventual pecuniary penalties for delay calculated in compliance with the article 10 below, which will be deducted from the sum due by the buyer to the supplier. 10°) Delays in the execution or non execution of the order Respect for dates and/or delivery delays carried on the orders is one of essential clauses of the contract. Every incidents which could lead to an irregularity of the delivery will immediately have to be reported by the supplier to the buyer. In case of the non execution of the order of a product or a service by the supplier within the deadline, the buyer expressly reserves the possibility to cancel the aforesaid order exclusively against the supplier at the first notification and without preliminary demand. Moreover in case of execution out of the agreed time or in case of definitive non execution of his obligations by the supplier the buyer will be able to ask for him indemnities for the damage suffered as well as penalties, whose the amount will be, if it is not specifically determined in the particular conditions mentioned on the order, equal to 2% of VAT free value of the delayed delivery for each day's delay in case of execution out of the required time, and 25% in case of definitive non execution. 11°) Guarantees Responsibilities The supplier assures that his supplies comply with legal and normative provisions and regulations in force on the day of the delivery, notably in the matter of quality, tracking, safety, labellings, invoicing, competition, customs,intellectual property... in every way as well as with specifications defined on the order and/or contract specifications, and in a general way that they are free from defects, completely sound, fair,commercial and they comply with the use for which they are made. Some purchasing are liable to a particular community regulation implying the respect of some obligations by the seller, that he is obliged to perfectly know and he undertakes to honor them in the fastest way without the buyer must remind him of them. The supplier will take on every responsibilities relating to his products and obligations to the buyer and every third persons including administration. He will be responsible for damages and every kind of consequences that delivered products and/or non respect of his obligations (particularly these recalled above) could have lead to the buyer, buyer's customers or everyone else, and will absolutely have to compensate them, and that notwithstanding any clause of liability limitation carried on others documents (particularly those coming from the seller), which will be null and void and without effects. The supplier will undertake to guarantee and to compensate the buyer for direct or indirect damages from the supplier's doings. He will become debtor of every kind of sums (damages, fees, fines, penalties, guarantee and so on) that the buyer should pay for, would have lost or would see them apprehended because delivered products and/or the non respect of his obligations by the seller towards the buyer. These sums will be payable on demand of the buyer. Controls which can be made by the buyer won't disclaim responsibilities of the seller in any way. When it will be possible the supplier will have to find a solution in short time at his exclusive costs for every default of goods or service delivery on demand of the buyer. In case the supplier is turned out to be incapable to assure the right execution of the present clause, the buyer reserves the right to make the necessary works executed at the place of the supplier and at his own expense. The supplier undertakes to assure the responsibilities he incurs including the right of recourse which could be aimed at the buyer to a manifestly solvent insurance company, the buyer being obliged to have the qualifications of co-insured, and to give to the buyer before any delivery a certificate justifying it. As the present article and the whole general purchasing conditions, the seller non manufacturer is obliged in the same terms and conditions with regard to the buyer as the manufacturer himself. From then on he undertakes to take every precautions and to make every useful or necessary controls and checks within the context of the order. 12°) Economic dependence The supplier will have to inform the buyer thanks to a registered letter with a form for acknowledgment of receipt in case this last one would represent over 25% of his turnover. 13°) Confidentiality The supplier undertakes to keep the strictest confidentiality about the technical and commercial elements concerning the buyer, which the execution of the order gives him an access to, even after the end of the contract. 14°) Industrial property The supplier recognizes that the articles which he supplies to the buyer, as belonging him, are his property and guarantee the buyer against every eventual proceedings or claims from a third person, administration or another person... as far as the manufacturing brand, patents, drawings or models concerning his products and that in the terms and conditions indicated in the article 11 above. 15°) Illegal work The supplier will have to discharge his obligations in the eyes of the article L.324-10 and following of the employment code. He will have to give to the buyer, on the one hand either a certificate of supply of social security returns coming from a social security institution in charge of social contribution collection which falls on it and dating from less one year, or a tax notice relating to the trade income tax for the previous financial year, on the other hand either a certificate of the registration to the register of companies or an identity card proving his registration to the trades register. For lack of the aforesaid documents the supplier will have to give to the buyer every other evidence mentioned in the article R-324-4 of the employment code. 16°) Applicable law The applicable law is the French law. Every lawsuits concerning the present general purchasing conditions and/or particular purchasing conditions of the buyer's order will definitively be settled by the court having jurisdiction of the registered office of the buyer, if there are more than one defendant or introduction of third parties.