General terms of purchase
Article 1. General points
These General Terms of Purchase (GTP) apply to all purchases by Verlingue (the Client) of products and/or services (the Contract).
The Client and the Supplier and/or Service Provider (the Parties) have expressly agreed that the GTP constitute specific terms of sale for the latter under Article L441-1 of the French Commercial Code.
These GTP may be complemented or replaced by specific terms of purchase (STP).
In the event of any conflict between the GTP and the STP, the STP prevail over the GTP.
Article 2. Contractual documents
The order form, the commercial proposal and/or any other document of an equivalent nature, as well as their annexes, these GTP and any STP constitute the entirety of the commitments existing between the Parties. They cancel and replace any previous verbal or written undertaking relating to the purpose of the contract.
Article 3. Prices
Unless otherwise stipulated in the order form, the commercial proposal and/or any other document of an equivalent nature, the prices are fixed and final.
In the event of any difference between the prices invoiced and the prices fixed on the order form, the commercial proposal and/or any other document of an equivalent nature, the invoices shall not be accepted and shall be returned to the Supplier and/or Service Provider.
Article 4. Terms and conditions of payment
Invoices are paid by the Client thirty (30) days from the end of the month, as from receipt, subject to actual delivery of the products and/or provision of the services.
Invoices are in the name of SAS Verlingue and sent to the service comptabilité [accounts department], 12 rue de Kerogan – CS 44012 – 29335 QUIMPER CEDEX.
Article 5. Obligations of the Supplier and/or Service Provider
The obligations incumbent on the Supplier and/or Service Provider under the Contract constitute performance obligations, which the Supplier and/or Service Provider acknowledge and accept. On that basis, they undertake to take all measures to ensure, under their sole liability, fulfilment of the obligations incumbent upon them with the required diligence and according to the rules of their profession.
The Supplier and/or Service Provider undertake to put together a team allocated to execution of the purpose of the Contract, and to mobilise the human and material resources necessary to correct execution of said purpose.
The members of the teams mobilised by the Supplier and/or Service Provider must be sufficient in number and have the necessary skills and experience.
Article 6. Guarantee of conformity
The Supplier and/or Service Provider guarantee the supply of products and/or provision of services in accordance with the requirements expressed by the Client in the context of these GTP and as defined in the order form, the commercial proposal and/or any other document of an equivalent nature or in any STP.
The Supplier and/or Service Provider guarantee the Client the supply and/or provision of the services in accordance with the applicable laws, rules and recommendations and with the stipulations of these General Terms of Purchase.
Article 7. Delivery
The Supplier and/or Service Provider undertake to deliver the services and/or provisions according to the dates provided for on the order form, the commercial proposal and/or any other document of equivalent nature or in any STP.
On failure to deliver within the deadlines originally provided for, the Client shall be able to claim penalties.
Article 8. Transfer of ownership – transfer of risks
Transfer of ownership occurs according to the common law on sales. Unless stipulated otherwise, transfer of risks occurs on delivery at the Client’s site.
Article 9. Confidentiality
The Supplier and/or Service Provider undertake personally and for the persons for whom they answer, to maintain the confidentiality of all documents and information of any kind whatsoever that are communicated thereto and of which they become aware in the context of execution of the order and for 5 years after completion of execution of the order.
Article 10. Safety
Generally, the Supplier and/or Service Provider are required to set in place the technical and organisational measures necessary to the safety of the product and/or of the service-provision and of the Client’s information.
The policies, procedures and safety measures implemented by the Supplier and/or Service Provider must be documented, in accordance with the professional rules applicable in this field and must be appropriate. The Supplier and/or Service Provider undertake to provide evidence of the introduction of these measures throughout the term of the Contract, immediately, at the Client’s request.
The Supplier and/or Service Provider undertake to inform the Client of the locations of hosting, storage and processing of the latter’s data.
The Supplier and/or Service Provider are required to:
– appoint a manager for the safety and risk aspects, the single point of contact for the Client;
– inform the Client of any changes to its safety context likely to impact the safety of the products and/or services supplied (in particular, changes to its safety policy);
– ensure fulfilment of the safety obligations by their personnel and their subcontractors and partners with responsibility for the supply of products and/or services and to regularly ensure that they are aware of said obligations. To this end, the Supplier and/or Service Provider undertake to make their service provider(s), partners or subcontractor(s) responsible for all necessary obligations, at least equivalent to those provided for in this article.
The Supplier and/or Service Provider are required to immediately and using any means, inform the Client of any security incident occurring on their information system (including access by unauthorised third parties, loss of data, breach of their integrity, introduction of any malicious program and/or non-compliant use carried out on the information systems used in the context of the service-provision provided to the Client), when such an incident is likely to affect the Client’s information hosted on those system.
The Supplier and/or Service Provider undertake to assist the Client, at no expense, in implementation of any action making it possible to remedy or deal with a security incident, including by notifications to the relevant authorities and to the persons affected by the incident.
Article 11. Audit and control
Audit by the Supplier and/or Service Provider
The Supplier and/or Service Provider undertake to ensure continual monitoring of their level of risk control and compliance with the safety policies and rules applicable to the scope of the services, including with their own subcontractors.
Audit by Verlingue
The Supplier and/or Service Provider expressly authorise the Client to carry out audits, including with their own subcontractors, in order to verify that the obligations incumbent on the Supplier and/or Service Provider under this contract are respected.
Article 12. Data protection
The Parties undertake to comply with the regulations in force applicable to the Processing of personal data and in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, applicable from 25 May 2018 (hereinafter “the GDPR”).
Where the Supplier and/or Service Provider have access to personal data and/or access to the Client’s information system, an enhanced clause shall be automatically added to the STP and/or any other document of a contractual nature between the Parties and shall prevail over this article.
Article 13. Intellectual property rights
Each Party alone remains the owner of the names, trademarks, logos, signs and drawings that belong to it – whether the creation is intentional or otherwise, whether it was provided for in the context of the Contract or not.
Each Party undertakes to respect all the other Party’s property rights on its names, trademarks, logos, signs and drawings and is forbidden to generate any confusion in the minds of the public whatsoever.
Article 14. Subcontracting
The Supplier and/or Service Provider may not subcontract, even partially, the execution subject of the Contract except with the Client’s prior written consent.
In any case, the Supplier and/or Service Provider remain fully liable vis-à-vis the Client for complete execution of their mission entrusted to their subcontractors, and more generally, for their actions and/or omissions.
Article 15. Force majeure
The Party invoking force majeure must notify the other Party of this, by any written method, as promptly as possible and in any event, within five (5) business days at the most of the occurrence of the event.
The Parties undertake to find, as promptly as possible, measures making it possible to ensure continuity in the provision of the services.
If the case of force majeure continues for more than one (1) month as from the first day of occurrence, the Parties shall endeavour to reach an agreement so as to continue the Contract, failing which, the Contract may be terminated by either of the Parties.
The following are considered cases of force majeure or fortuitous circumstance: those cases usually applied by the case-law of the French courts and tribunals, such as labour disputes, pandemic, epidemic, intervention of civil or military authorities, war or hostilities, declared or not declared, acts of terrorism, riots, natural disasters, fire, water damage, malfunction or interruption of the telecommunications network or of the electricity network.
Those Services not executed in the event of force majeure do not give rise to any payment.
Article 16. Insurance and social security and tax obligations
The Supplier and/or Service Provider guarantee that they are insured with reputedly solvent insurance companies, with regard to their professional civil liability, operation and after delivery, for physical injury, tangible or intangible, consecutive or not, caused to the Client or to any third party, on account in particular, of its activity, and its property throughout the term of the Contract and after completion.
The Client requests the Supplier and/or Service Provider for a copy of the certificates drawn up with regard to social security and tax obligations.
Article 17. Parties’ independence
None of the Parties may assert the provisions of these GTP in order to claim, in any way, status as agent, representative or employee of the other Party, or commit the other Party with regard to third parties beyond the services expressly provided for in the order form, the commercial proposal and/or any other document of an equivalent nature.
Article 18. Liability
The Supplier and/or Service Provider maintain authority and control over their employees, including when they work on the Client’s site.
The Supplier and/or Service Provider are responsible, vis-à-vis the Client, for all damage, loss, costs and direct fees, consecutive or not, associated with a failure to fulfil the
obligations provided for in the Contract. They shall bear all the financial consequences thereof.
It is expressly agreed between the Parties that the following are considered as indirect damage and loss: operating losses, business loss, loss of turnover, profit or margin.
The Supplier and/or Service Provider may not claim limiting their liability in respect of failure to fulfil their obligations of confidentiality, or non-fulfilment of their contractual obligations relating to the processing of personal data.
Article 19. Corporate Social Responsibility (CSR/ESG)
19.1 Sustainable development, ethical and social rules
The Supplier and/or Service Provider undertakes to comply, and to obtain compliance from any sub-contractors, with all national, European and international rules and standards relating to ethics and responsible behaviour, including in particular those relating to corruption, human rights and sustainable development. In particular, the Supplier and/or Service Provider guarantees to comply with the anti-corruption rules and standards resulting from the Sapin II law, the OECD anti-bribery convention and the ten principles of the United Nations Global Compact signed by the Customer.
In accordance with French law, the Supplier and/or Service Provider certify on their honour that they have not exposed themselves to the offences of concealed work, bargaining, illegal lending of labour, employment of a foreigner without a work permit, human trafficking or trafficking in foreign labour.
The Supplier and/or Service Provider shall inform the Customer, upon request, of the measures adopted to ensure compliance with these rules and demonstrate their application. The Customer reserves the right to carry out an audit, if necessary.
The Supplier and/or the Service Provider shall be held fully responsible for all consequences of their failure to comply with these provisions and shall bear all compensation and other costs that the Customer may incur, without prejudice to the Customer’s right to terminate the Contract.
19.2 Health, Safety and Environment
The Products and/or Services of the Supplier and/or Service Provider shall comply with international, European, national and local regulations and standards in force with respect to health, safety and the environment, in particular with respect to dangerous substances and preparations (REACH, RoHs, asbestos, etc.) including for the transport of hazardous materials, waste (packaging, WEEE, etc.), consumption of energy and natural resources, carbon footprint, noise, electrical protection, fire, electromagnetic/ionising/optical radiation, vibrations, all rules for the safety of people and any other nuisance.
The Supplier and/or Service Provider undertakes to inform the Customer of any non-compliance with the above-mentioned regulations and shall indemnify the Customer for any consequences resulting from its failure to comply with the obligation described in this Article.
Specific recommendations/instructions related to these possible non-compliances shall be provided to the Customer in order to ensure the safe use and disposal of the Supply throughout its life cycle, including end-of-life.
The Supplier and/or Service Provider undertakes in particular to provide its own employees with a safe and healthy working environment, taking into account in particular the legal and regulatory standards in force in terms of health and safety and non-discrimination.
All of these obligations apply to the Supplier and/or Service Provider themselves, but also to their own suppliers and sub-contractors. The Customer reserves the right to carry out an audit, if necessary.
Article 20. Termination
Each Party shall have the option of terminating the Contract without prior notice, in the event of failure to fulfil or non-execution of its obligations, after formal notice sent by registered letter requiring acknowledgement of receipt has remained without effect after a period of one (1) month.
The Contract may also be automatically terminated at any time by the Client without formal notice or prior notice, and without prejudice to any damages, by an ordinary registered letter requiring acknowledgement of receipt in the event of breach by the Supplier and/or Service Provider of its obligation of confidentiality and/or of protection of personal data.
Article 21. Applicable law and attribution of jurisdiction
All contracts, whatever their form, are subject to French law.
On failure to reach an amicable agreement after a period of two (2) months as from notification of the disagreement by the earliest petitioner Party, the dispute shall be submitted to the relevant court under the jurisdiction of the Court of Appeal of Paris.
Article 22. Modification
These GTP are subject to change.