GENERAL TERMS AND CONDITIONS OF PURCHASE (GTCP) FOR GOODS
Article 1: PURPOSE
These General Terms and Conditions of Purchase (hereafter referred to as the “GTCP”) apply to any Order (hereafter referred to as the “Order(s)”) for goods (hereafter referred to as the “Goods”), evidenced by a purchase order (hereafter referred to as the “Purchase Order”) and placed by MONEXT (hereafter referred to as the “Customer”), to any supplier (hereafter referred to as the “Supplier”). The contractual relationship between the Customer and the Supplier is governed exclusively by these GTCP, excluding the Supplier’s general terms and conditions of sale or any exchanges between the Customer and the Supplier prior to or following the Order, regardless of the format.
The beginning of the performance of the Order by the Supplier shall be deemed an acceptance of the Order and of these GTCP.
Article 2: DATE OF EFFECT-TERM
Acceptance of these Terms and Conditions does not in itself constitute an obligation to purchase or supply goods. The Order shall take effect upon the signature of the Purchase Order, until full and final delivery of the Goods concerned and the end of the guarantee period.
Article 3: DELIVERY
The delivery date stated on the Purchase Order is binding. In the event of a delay, the Supplier shall pay the penalties set out in the Purchase Order and in the GTCP.
The Goods must comply with the technical specifications listed in the sales proposal sent to the Customer or in the Purchase Order.
Article 4: PACKAGING
The Goods must be correctly and sufficiently packaged in appropriate packaging and measures must be taken to protect them from bad weather, corrosion, accidents when loading or unloading, transport and storage requirements, vibrations and impacts, etc. The packages shall be clearly identified in reference to the Customer’s corresponding Purchase Order.
The Supplier shall be held liable in the event of breakages, shortages or damage caused by incorrect or inappropriate packaging, tagging or labelling.
The Supplier shall incur the costs of customs clearance for any Goods subject to this.
Article 5: TRANSFER OF OWNERSHIP - TRANSFER OF RISKS
The transfer of risks and ownership of Goods to the Customer takes place upon their physical delivery to the Customer or to any other location agreed by the Parties.
Any retention of ownership clause accepted by the Supplier with regard to its own suppliers for any element incorporated in the Goods shall not be enforceable against the Customer.
Article 6: QUALITY AND COMPLIANCE REQUIREMENTS
The Supplier undertakes to deliver the Goods in compliance with the technical specifications agreed by the Parties and with the use for which they are intended. They must also meet occupational quality standards and comply with the legislation in force.
The Goods shall be delivered fully completed together with the full related documentation as well as all instructions, recommendations and other indications necessary for their correct use and under appropriate safety conditions. Goods which do not meet all the aforementioned requirements shall be deemed non-compliant.
Article 7: NON-COMPLIANCE-REFUSAL OF DELIVERY
If upon arrival at the Customer’s premises or at any other location agreed by the Parties the Goods are found to be non-compliant, the Customer is entitled to refuse all or part of the delivery. In this event, the delivery shall be deemed incomplete.
In this case, the Customer reserves the right to (i) demand from the Supplier the replacement or repair of the rejected Goods, within a timeframe set by the Customer, or (ii) have said replacement or repair carried out by a third party of its choice, after formal notice to remedy the non-compliance is sent to the Supplier and has not been acted upon within fifteen (15) days, or (iii) terminate the contract. In all cases, all expenses and risks shall be borne by the Supplier.
Article 8: PRICES AND FINANCIAL CONDITIONS
The prices and financial conditions of the Order are defined in the Purchase Order. Invoices are payable by bank transfer within forty-five (45) days from the end of the month following the date of issue.
Invoices must be sent by post to our head office:
5, place de la Pyramide
92088 Paris La Défense Cedex
Invoices can also be sent by email to firstname.lastname@example.org.
Any late payment shall give rise to the application of penalties for late payment payable on the day following the payment date stated on the invoice, at a rate equal to three times the legal interest rate, and to a fixed-rate penalty for recovery costs of 40 Euros.
The interest applied for late payment is calculated on the amount of the invoice, inclusive of all tax.
Interest is not owed if the Customer’s late payment is due to the Supplier, or to a disagreement concerning the invoice, or an event constituting a case of force majeure. *
Article 9: SUPPLIER OBLIGATIONS
9.1. Performance obligation
The Supplier undertakes to perform the Order under an obligation of performance.
The Supplier undertakes to comply with the professional standards of its sector, in particular with regard to the methods and techniques used.
The Supplier undertakes to notify the Customer of any difficulty encountered in the performance of the Contract.
In accepting the order, the Supplier expressly acknowledges that it has received all the documents and information necessary for the proper performance of these terms and conditions and/or of the Contract.
The Supplier undertakes to provide the Customer with all necessary advice, warnings and recommendations.
9.3 Compliance with legislation and regulations
The Supplier undertakes to comply with all applicable regulations, including environmental standards.
9.4. Business relationship
The Customer and the Supplier agree to work closely as part of their business relationship.
The Supplier shall appoint a person in charge of the proper performance and completion of the Order.
9.5. Recycling obligation
In the event that the Goods delivered are subject to a current or upcoming regulatory obligation to recycle, the Supplier undertakes henceforth to ensure the collection of said equipment for its recycling.
Article 10: CUSTOMER OBLIGATIONS
The Customer undertakes to pay the price of the Order and is obliged to take delivery of it at the agreed place and time, subject to its compliance with the Purchase Order.
Article 11: GUARANTEES
Without prejudice to the applicable legal provisions, the Goods sold are guaranteed against any operating defect or degradation resulting from a defect in material, manufacture, assembly or design for a period of twenty-four (24) months from delivery of the Goods. The guarantee includes all parts and labour costs.
The guarantee is void if the defect results from normal wear and tear of the Goods or from negligence or a lack of maintenance on the part of the Customer.
Under the guarantee, the Supplier shall replace any defective Goods free of charge.
Any replacement, even in part, of Goods affected by a defect shall give rise to the application of a new guarantee period as of the replacement date.
Article 12: INTELLECTUAL PROPERTY
The Supplier undertakes to respect the intellectual and industrial property rights of third parties and ensures that the Goods (including their packaging, labels, wrapping, notices, materials, photographs and any accessory transmitted under the contractual relationship) do not infringe these rights as constituting in particular acts of counterfeiting, unfair and/or parasitic competition, breaches of image rights or any other right that may be claimed by these third parties.
Intellectual and industrial property rights include copyrights and related rights, patents, expertise, designs and models, brands or any other distinctive sign (trade name, corporate name, brand, logo, domain names, etc.).
The Supplier guarantees that it is the holder of all the intellectual and/or industrial rights covering the Goods or that it has obtained the authorisations necessary for the proper use of the Goods by the Customer.
The Supplier undertakes to conduct a prior intellectual and/or industrial property rights search in relation to the Goods.
This rights search must be approved by the Supplier’s legal department. The Supplier guarantees peaceful enjoyment of the Goods to the Customer.
As a result, the Supplier guarantees the Customer against any proceedings resulting from the use of the Goods, in particular on the grounds that this use would infringe on any intellectual and/or industrial property rights or would constitute an act of unfair and/or parasitic competition.
The Parties undertake to inform each other as soon as they become aware of any request, claim or proceedings brought on such grounds.
The Supplier shall cover defence fees and upon first request shall pay any settlement compensation awarded under a memorandum of understanding or any damages which the Customer may have been ordered to pay in respect of legal actions or proceedings brought against it in relation to the use of the Goods, including all ancillary expenses (court costs, costs, penalty payments, article 700 of the French Code of Civil Procedure, expenses related to the withdrawal of the Goods from commercial circulation, destruction, etc.).
The Supplier undertakes to replace and recover the Goods subject to such outcomes, at its own expense. If the disputed Goods are not recovered, the Customer shall destroy them at the Supplier’s expense.
Article 13: CONFIDENTIALITY
The Parties undertake to keep confidential all information of which they become aware during the performance of these Terms and Conditions and/or of the Contract.
As a result, the Supplier shall refrain from using said information (in particular, including but not limited to any document, software programme, file, hard copy, method, data, etc.) outside the strict performance of its assignment, and furthermore undertakes not to disclose said information to any third party or to keep it.
As the Customer is subject to the provisions of articles L. 511-33, L. 511-34 and L. 571-4 of the French Monetary and Financial Code relating to professional secrecy, the breach of which is punishable by the penalties set out in articles 226-13 and 226-14 of the French Criminal Code, the Supplier undertakes to keep information covered by professional secrecy confidential.
In addition, the Supplier undertakes to ensure that its employees, any subcontractors (insofar as subcontracting is expressly authorised by the Customer) and more generally any person acting under its responsibility comply with all of the aforementioned obligations. It confirms that its employees and subcontractors have signed a confidentiality agreement that sets out said obligations.
Once the assignment is completed, the Supplier undertakes to return to the Customer, free of charge, any element or information disclosed for the performance of these Terms and Conditions and/or of the Contract.
The Parties shall be bound by this obligation for as long as the Data concerned has not entered the public domain. The obligation of confidentiality may only be waived by prior written agreement between the Parties. The information covered by banking confidentiality requirements shall remain confidential for an unlimited period.
In addition, as part of the performance of the Contract, the Supplier undertakes to comply with the applicable personal data protection regulations, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, which entered into force on 25 May 2018. It shall in particular comply with all technical requirements concerning data security that are or may be enforced by the texts. The Parties agree to always aim for a high level of data protection and security and shall amend this Contract in light of any regulatory developments and improve it continuously, as necessary or in the common interest of both Parties.
Article 14: LIABILITY AND INSURANCE
In the event of a breach of one of the undertakings herein and/or in the Contract, the Supplier shall bear all the resulting direct consequences.
The Supplier shall be held liable for all direct harmful consequences resulting from actions, omissions, faults, errors or failings that it may commit in the performance of these Terms and Conditions and/or the Contract.
The Supplier shall be liable for any bodily injury, property damage or financial loss caused to the Customer or any third party during the performance of these Terms and Conditions and/or the Contract, in particular as a result of the delivery of non-compliant Goods.
It declares that it has taken out coverage for any bodily injury, property damage or financial loss and in particular for all the financial consequences of its tort and/or contractual liability, in the form of a professional third-party liability insurance policy from a reputedly solvent insurance company established in France.
The coverage amounts of the aforementioned insurance policy do not constitute limitations of the Supplier’s contractual liability.
Article 15: SUBCONTRACTING - TRANSFERABILITY
This contract is entered into on the basis of the Supplier’s specific expertise. Any total or partial transfer, or any subcontracting, whether in return for payment or free of charge, of this contract requires the Customer’s prior written consent.
Contributions of capital to companies, mergers and transfers of business capital and more generally any transaction resulting in a change in assets and liabilities are deemed to be a transfer.
The Customer may transfer the contract to any entity in its Group, in which case it must notify the Supplier in writing.
Article 16: CONDITIONS OF PERFORMANCE OF THE CONTRACT
The Supplier shall inform the Customer of its corporate, legal and fiscal status. It also declares that it is up to date with all tax payments and social security contributions.
Upon signature of the Order and every six (6) months until the contract’s term, the Supplier shall provide the Customer with (article D. 8222-5 of the French Labour Code):
- a company registration certificate (K bis form for France),
- a certificate of provision of social security declarations and payment of social security contributions pursuant to article L. 243-15 of the French Social Security Code, dating back no more than six (6) months, issued by the social security body in charge of collecting social security contributions, stating the company’s identifying features, the number of employees and the total pay declared during the last period. The certificate is secured by an authentication system issued by the body in charge of collecting social security contributions.
The Service Provider shall comply with the Crédit Mutuel Arkéa Supplier Code of Conduct available at cm-arkea.com
Article 17: TERMINATION
In the event of a breach by one of the Parties of the obligations of these Terms and Conditions and/or the Contract, which has not been remedied within fifteen (15) days upon receipt of the first delivery of the registered letter with acknowledgement of receipt notifying the breach sent by the other Party, the latter may terminate the Order, without prejudice to any damages to which it may be entitled.
Article 18: CANCELLATION CLAUSE
In the event of the Supplier failing to comply with its obligations, the Customer reserves the right to cancel the Order, without prejudice to any damages to which it may be entitled.
This will apply in particular in the event of non-compliant delivery of the Goods ordered. Cancellation takes effect fifteen (15) days after a formal notice has been sent that remains unanswered.
Article 19: FORCE MAJEURE
In the first instance, cases of force majeure as defined by the law and the courts shall suspend the performance of the Order. It is expressly agreed that internal strikes do not constitute a case of force majeure.
If the cases of force majeure last for more than three (3) months, the Order shall be automatically cancelled.
Article 20: THE FIGHT AGAINST CORRUPTION
The Parties declare their strict compliance with anti-corruption provisions applicable in the public and private sectors codified in particular in articles 432-11, 433-1, 435-1 et seq., 445-1 et seq. of the French Criminal Code, L. 442-1 et seq. of the French Commercial Code and French Law 2016-1691 of 9 December 2016 and/or any text that may supplement and/or replace them.
In this respect, the Parties, their employees, agents, directors and officers shall refrain from proposing or receiving without right, directly or indirectly, offers, promises, donations, gifts, or any other advantage, for themselves or others, for the purpose of performing or refraining from performing or facilitating an act in breach of their legal and/or professional obligations and/or any obligations arising from this Contract.
Article 21: CANCELLATION AND INVALIDITY
No delay or failure on the part of either Party to exercise its rights shall constitute a waiver of all or part of the rights it enjoys under the Order.
The invalidity or unenforceability of any of the provisions of the contract shall not invalidate the other provisions which shall retain their full force and scope.
Article 22: ENTIRETY OF THE CONTRACT - ELECTRONIC SIGNATURE
The contract consists of the General Terms and Conditions of Purchase and the Purchase Order.
The contract may only be modified through an amendment signed by both Parties. In addition, the Customer may use the sales documentation sent by the Supplier.
It is specified that the Customer uses Docusign, an electronic signature service provider. In accordance with the law and the state of the art, this service provider uses the most appropriate means to ensure the integrity of the creation and archiving of electronically signed documents, and the protection and confidentiality of the data collected.
Docusign complies with European Regulation 910/2014, French law 2000-230 and its implementing decree 2001-272.
The Parties acknowledge that this Contract signed electronically shall have the same probative value as a written document signed on paper. As a result, the Parties accept that the computer recordings made upon signature of the Contract shall prevail.
The Parties can download the electronic original of the signed contract should they so wish, directly from Docusign.
Article 23: APPLICABLE LAW AND JURISDICTION
The Contract is governed by French law.
In the event of a dispute resulting from the interpretation or performance of the Contract, the Service Provider and the Customer undertake to seek an amicable settlement.
Failing such a resolution, in the event of a dispute concerning the interpretation and performance of these General Terms and Conditions and/or the Contract, power of jurisdiction is expressly attributed to the Nanterre Commercial Court.