GENERAL PURCHASING TERMS AND CONDITIONS Valid as of September 1 st, 2015 for any order or contract 1. GENERAL INFORMATION The supplier s acceptance of an order implies ipso facto the acceptance of these General Purchasing Terms and Conditions (GPTC) which form an integral part thereof and govern the contractual relations between the parties subject to special terms and conditions agreed by the Parties. The supplier shall acknowledge receipt by returning a duplicate of the order, duly dated, signed and stamped within 7 days with any modifications in case of non-acceptance per se of the order. The absence of acknowledgment within 7 days, or in case the performance of the order has started, shall both be considered as an acceptance by the supplier of the order and all the provisions hereof. 2. TERMS AND CONDITIONS FOR FULFILMENT OF ORDERS The supplier undertakes to accept an order only if it has fulfilled the obligations set forth in Article L 8221-3 and L 8221-5 of the Labour Code and to provide the Purchaser, together with acknowledgement of receipt of the order, with the documents certifying that the said obligations have been fulfilled. The Supplier undertakes to execute the services ordered according to the provisions hereof, the rules applicable to the industry and to applicable laws and regulations in particular in the domains of the environment, hygiene, health, safety and work conditions For the good performance of his services, the Supplier will assign the necessary means, equipment and employees placed under his hierarchical responsibility, for which he guarantees the skills. 3. MODIFICATION TO THE ORDER Before delivery, the Purchaser reserves the right to make modifications to the order, of any kind, without any compensation being due therefore to the supplier. Any request of modification to the order must be notified by the Purchaser to the Supplier. As quickly as possible following the receipt of the notification of modification, the Supplier undertakes to inform in writing the Purchaser of the consequences of this modification in particular in terms of financial cost and of delivery deadlines Without agreement between the parties on the consequences of the modification of the order, the Purchaser may either request the Supplier to execute the order at the initial conditions, either cancel the said order by registered letter with an acknowledgement of receipt, without the Purchaser incurring any liability therefore and without any compensation being due as a result of termination. 4. DELIVERY Delivery terms The place and times for delivery of the products and/or the Services set forth in the order are imperative. Any delay in delivering the products and/or fulfilling the services shall give rise ipso jure, and without any prior formal notice, to a nondischarging penalty for late delivery being applied equal to 0.5% of the value, excluding VAT, of the order per calendar day late, and up to a limit of 10% of the amount of the order, excluding VAT, without prejudice to the application of the provisions of clause 14 TERMINATION hereafter. Documents Any delivery must be accompanied by a delivery receipt bearing, in particular, the order number, the total quantity delivered, the number of parcels delivered with details of the number and type of articles per parcel, as well as all documentation relating to the products such as, in particular: safety sheets, technical notices and plans, precautions for use and instructions for use, all certificates required by the legal and contractual provisions, such as, among others, the certificate of conformity.
Packing The products shall be delivered marked and labelled with their packing, in accordance with applicable laws and regulations. The products' packing must be designed to ensure the maximum preservation and safety of the products, persons and property, particularly in view of their nature and the normal conditions foreseeable for the transport and handling thereof. Delivery times The supplier shall make enquiries on the delivery times to the site concerned by the order. 5. COMPLIANCE, INSPECTION AND RECEIPT Compliance The products and services must comply with the specifications of the contract and with the Purchaser s intended use thereof. Furthermore, they must meet the customary quality criteria as well as the standards and laws in force in the county of delivery and in the countries of the European Union. In the event of a conflict between the various applicable provisions, the most restrictive provisions shall apply. Moreover, as laid down in Article L 4311-1 of the French Labour Code, they must be designed and manufactured so that their installation, their use, their adjustment and their maintenance, under conditions conforming with their intended use, do not create a safety and health risk to persons. Control The Supplier shall set up a quality assurance programme in particular comprising a system of permanent self-control of the design and provision of all its products and services to guarantee the conformity thereof. All the products and services supplied to the Purchaser must be subjected to measures that ensure full traceability thereof. Plans The Purchaser s control of the documents shall not release the Supplier from liability in the case of error, omission or fulfilment not in compliance with the order and the rules of the profession. Acceptance In the case of provisions of services, the final acceptance is subject to the Purchaser s establishing a receipt acknowledgement report without any reserve. Any non-conforming product or service may be purely and simply refused by the Purchaser. The Purchaser reserves the right to inform the Supplier at any time and by any customary means (fax, email, etc.) of the poor fulfilment or nonfulfilment by the Supplier of its obligations, or the losses, damage or non-conformities of the Products recorded during unpacking or later inspections, even if the corresponding invoices have been partly or totally paid. The Purchaser may, as it chooses, ask for the replacement or repair of the products at the Supplier s expense, or cancellation of the order, and without prejudice to any claim for damages. The Supplier should, at its expense, remove the products rejected within eight (8) calendar days following notification of the rejection; once this time limit has expired, the Purchaser may have the products removed by any means at its convenience at the Supplier s expense and risk. If it so wishes, the Purchaser may be assisted by an approved organisation, to ensure the compliance of the installation with the standards and regulations in force. The corresponding costs shall be borne by the Purchaser. Any modification demanded by the controlling organisation shall be carried out by the Supplier at its expense, including the costs of the control if the Purchaser wishes to have further inspections carried out after the work demanded by the approved organisation has been carried out. 6. SUB-CONTRACTING Without prior written agreement from the Purchaser, the Supplier cannot sub-contract all or part of the order to a third party The sub-contractors, accepted by the Purchaser, shall remain under all circumstances under the Supplier s authority and responsibility and the Supplier shall be liable for any defect, omission or non-conformity of its sub-contractors as if it were the Supplier s.
7. PRICE Unless otherwise agreed in writing by the Parties, the price is understood to be exclusive of taxes, firm and final and under Incoterm DDU to place of destination (Incoterms 2010). The price given in the order is considered to include all expenditures incurred in carrying out the work, including all uncertainties as well as overheads, taxes, duties and profits. It is considered as taking into account all the constraints in fulfilment, the simultaneous realisation of other structures, works or services, the presence of other enterprises, the operation of installations or structures, or due to any other causes. The supplier declares having obtained all the information and elements required for its supply or service, and a full knowledge of the work to be carried out, as well as any general or local conditions which may have an influence on the cost of carrying out the work. Consequently, the Supplier may not, and for any reason whatsoever, ask for the price to be revised. 8. PAYMENT TERMS Payment shall be made by bank transfer according to the payment terms indicated in the order. Every invoice shall refer to the order number. 9. GUARANTEE As provided by law, the Supplier guarantees the purchaser against hidden defects that can affect the delivered products or services, making them unsuitable for their purposes and their destination. In addition, as a contractual guarantee and without prejudice to the legal guarantees available, as well as the provisions of Clause 14 - TERMINATION hereafter, the Supplier shall guarantee the products and services delivered against defects in design or manufacturing and material, or again against all operating defects, for a period of twenty four (24) months from their delivery. Accordingly, the Supplier undertakes in particular during this period to ensure at his expense, labor, maintenance, repairs or replacements of products or defective parts that may be needed. In case of intervention, the warranty start to run for the same period for repaired or replaced parts. 10 INTELLECTUAL PROPERTY The Supplier guarantees that it holds, directly or through agreements lawfully entered into with third parties, all intellectual property rights, knowhow and processes concerning the manufacture and the use of the products and/or the correct accomplishment of the work and others ordered by the Purchaser. Consequently, the Supplier guarantees the Purchaser against any claims and actions which may be taken by a third party on this account. If a third party alleges that the products and/or services delivered by the Supplier under the order constitute an infringement of its intellectual property rights, the Purchaser shall inform the Supplier thereof within the shortest possible time and, as it chooses, shall join forces with the Supplier to defend itself against this allegation or shall ask the Supplier to conduct its defence. In both cases, it is formally agreed that the cost of this defence shall be borne by the Supplier and that the latter shall be responsible for paying all damages as well as all the expenses and costs which the Purchaser would be ordered to pay on the basis of such an allegation. The Supplier shall also bear all the financial consequences resulting from the unavailability of the product and/or service in question or the restrictions to which the product and/or service would be subject. If such an allegation is made or appears to be probable, the Supplier shall, within the shortest possible time, either negotiate and come to terms with the third party concerned so that the Purchaser can continue to use the product and/or service in question, or to modify it or replace it with a product or service which is at least the functional equivalent, in all, without the Purchaser having to bear any expense. If none of the foregoing measures can be reasonably achieved, the Supplier shall then credit the Purchaser with an amount equal to the price paid for the product and/or the service concerned, without prejudice to any damages the Purchaser may claim from the Supplier. Any creation, such as all plans, studies, drawings and technical documents, delivered by the Supplier to the Purchaser implies the transfer of all the related intellectual property rights to the Purchaser. The price the Purchaser pays to the
Supplier is accepted by the former as being a full and total fixed-rate consideration for the rights transferred. 11. LIABILITIES INSURANCE The Supplier shall be fully and exclusively liable for fulfilment of the order. The Supplier shall be liable for all damage caused to the Purchaser or to any third party, whether this damage is caused by the Supplier, its subcontractors or by persons and property under its authority or in its custody. The Supplier shall be held liable for all consequences, direct or indirect, of the prejudices and damage caused to the Purchaser due to the non-fulfilment or poor fulfilment of the order. The Supplier shall take out any insurance policy necessary for the exercise of its activity particularly for the products and/or services it sells, with an insurance company reputed to be solvent and shall maintain it for the entire duration of its obligations in accordance with these terms and conditions. The Supplier shall produce any insurance certificate at the Purchaser s first request. 12. SUSTAINABLE DEVELOPMENT The Supplier is warned that the Group Saint- Gobain adheres to the United Nations Global Compact Initiative and adopted the Principles of Behavior and Action consultable on the web site: http: //www.saint-gobain.com. The Supplier declares having acknowledged them. The Group Saint-Gobain expects in particular from its suppliers: - that they ensure the control of all environmental risks resulting from their processes and products used in their activity as well as during their interventions in the sites of the Group; - that they respect the rights of the employees whatever the country where they work - that they refrain, even if the applicable local legislation authorizes it, any recourse to forced labor, compulsory work or child labor, in a direct or indirect way or through subcontractors, within the framework of their processes of production or services as well as during their interventions on sites of the Group - that they provide their employees with the best possible conditions of health and safety and respect, during their interventions, health and safety rules applicable on the sites of the Group. 13. RESPECT FOR THE EXISTING STANDARDS OF PROTECTION OF THE HUMAN HEALTH AND OF THE ENVIRONMENT The protection of environment, the health, and the safety at work are part of Principles of Behavior and of Action of the Purchaser. The Supplier undertakes to respect all the existing standards for chemical substances sold to the Purchaser, no matter that these substances are supplied alone or present in preparations or articles. The Supplier undertakes quite particularly to respect the European regulation REACH N 1907/2006 concerning the recording, the evaluation, and the authorization of chemical substances, as well as in the restriction applicable to the latter. As such, if according to the European regulation REACH, the substances supplied within the framework of the contract between the Supplier and the Purchaser must be registered by the European Chemicals Agency, in particular the Supplier guarantees to the Purchaser that substances were pre-registered and/or will be registered according to time limits foreseen in the European regulation REACH, said registration must cover the uses of the substances by the Purchaser. In the event that all or part of the substances supplied to the Purchaser would be submitted to authorization or restriction, the Supplier undertakes: - as for substances submitted to authorization, to supply only substances duly authorized for the uses that the Purchaser makes of the substances, - as for substances submitted to restriction, to supply only substances which respect the restrictive measures imposed by the European regulation REACH, - To inform the Purchaser of any evolution of the relevant regulations governing these substances (in particular in case of ban of use) and of any substitution possibility of the latter The Substances, supplied alone or present in preparations or articles, must be necessarily delivered:
- In a packaging in compliance with the standards applicable to the labeling and to the packing of chemicals such as those promulgated by the globally harmonized system (GHS) developed by United Nations, - Accompanied with the sufficient information for use in complete safety by the Purchaser. When the regulations in force impose it, the Supplier undertakes to supply to the Purchaser the corresponding safety data sheets (SDS). The SDS will have to be in accordance with the applicable regulations and be identical, regardless the linguistic version and/or the country of delivery of substances. The Supplier will have to update regularly the SDS and communicate necessarily these updates to the Purchaser. Besides, the Supplier undertakes to indicate to the Purchaser any presence in the supplied products of substances of very high concern under the European regulation REACH at levels exceeding 0.1% by weight The Supplier undertakes to inform the Purchaser at least six (6) month in advance if he wants, during the duration of the contract, either to modify components and\or technical characteristics of supplied substances, or to stop marketing them. In such a case, the Supplier will be responsible toward the Purchaser of the whole financial consequences supported by the Purchaser because of the modification or because of the cessation of the marketing of the substances. 14. TERMINATION Each party will be entitled to terminate the agreement in case of breach by the other party. However, the Purchaser and the Supplier will make every effort, in a spirit of constructive collaboration, to overcome the harmful consequences of this breach. The termination shall become ipso jure effective for the Purchaser: a) through the Supplier s failure to remedy the breach within eight (8) days from receipt of the letter of formal notice sent by the Purchaser; b) by the sole written notification of the nonfulfilment or breach invoked if the consequences stemming from this default are obviously irreparable or highly prejudicial for the Purchaser. The Supplier shall be obliged to indemnify the Purchaser for the damages due to his negligence or breaches and shall bear the extra costs incurred by the Purchaser for the completion of the order by himself or by one or more other suppliers. The termination is made without prejudice to any damages which the Purchaser reserves the right to demand. 15. COMMERCIAL REFERENCES The Supplier could be authorized to use for reference the company name of the Purchaser or his distinguishing features after written authorization of the Purchaser granted on a caseby-case basis after media presentation of this reference and the indication of the distribution of such documents. 16. CONFIDENTIALITY The Supplier undertakes to consider as confidential all technical information, samples, drawings or plans which would be given to it directly or indirectly in order to fulfil the order. It also undertakes to use this information only where necessary for the requirements of fulfilling the order. The Supplier undertakes to sign, and have signed by its sub-contractors and service providers, a secrecy agreement as well as having all persons participating in the work sign a commitment to confidentiality. 17. TRANSFER OF OWNERSHIP AND RISKS: Unless stipulated otherwise, ownership shall be transferred on delivery, after verification by the Purchaser, according to the Incoterm code. No clause reserving ownership stipulated by the Supplier may be invoked or binding on our company except one formally accepted in writing. The risks shall be transferred on receipt of the supply without reserve at the location given in the order, subject to the provisions of the order.
18. DISPUTES AND JURISDICTION ANY DISPUTES BETWEEN THE SUPPLIER AND THE PURCHASER RELATIVE TO THE EXISTENCE, THE VALIDITY, THE INTERPRETATION, THE EXECUTION, THE NULLITY AND THE TERMINATION OF THE PRESENT ORDER, WHICH CAN NOT BE AMICABLY RESOLVED, SHALL BE SETTLED BY THE COMPETENT COURTS HAVING JURISDICTION OVER THE REGISTERED OFFICE OF THE PURCHASER, EVEN IN CASE OF PLURALITY OF DEFENDANTS. The present General Purchasing conditions are governed exclusively by the French laws, with the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (1980), and without giving effect to the rules of conflicts of laws. The present General Purchasing conditions were translated from French into English language. The French version prevails over any other translation The French version is available on simple request of the Supplier. Date: Name of signatory: Position: Company's official stamp: