GENERAL CONDITIONS OF PURCHASE

1. GENERAL - PURPOSE

These General Conditions of Purchase (“GCP”) shall apply to all purchases of goods or services made by Noremat (“the Purchaser”). Receipt of the Purchaser’s orders by the Supplier implies his entire acceptance of the present GCP. Only the conclusion by the Parties of Specific Conditions of Sale and/or Contract shall prevail on the present GCP. Any contrary clause in the Seller's General Conditions of Sale is therefore rendered null and void by the acceptance of an order issued by the Purchaser.

2. BIDS AND PRICES

2.1. Prices: Except with the prior written consent of the Parties, prices indicated in orders shall be firm and definitive. No amendment, adjustment nor revision of the said prices will be accepted by the Purchaser. Unless otherwise stated, prices on orders are deemed to include applicable taxes, transport and logistic costs.
2.2. Timeframes in orders: All timeframes indicated on the Purchaser’s orders are imperative and shall be respected by the Supplier. The Supplier has to acknowledge receipt of the order within 3 (three) working days from the receipt of the Purchaser’s order and to inform him of its final acceptance within 5 (five) working days. After this deadline, the Purchaser reserves the right to cancel the relevant order, without any compensation.

3. TRANSPORT AND DELIVERY

3.1 Transport : The Supplier ensures strict compliance with applicable law regarding products transportation safety, and for hazardous waste materials, rules about maritime transport (IMDG), road transport (ADR), air transport (IATA) and all specifications shown in products’ Safety Data Sheets (hereinafter called as: « SDS »). Ordered goods and accessories are transported at the expenses and risks of the Supplier, until the Purchaser’s receipt and acceptance. Except with the prior agreement of the Purchaser or Incoterms specifically approved, the goods ordered and their accessories are either made available to the Purchaser in accordance with the FCA incoterms 2020 conditions, or travel at the expense and risk of the Seller, until their receipt and their acceptance by the Purchaser in accordance with the DDP Incoterms 2020 conditions.
3.2 Delivery: The Supplier undertakes to comply with delivery schedules of the Receiver duly designated by the Purchaser. The Supplier has to get close to the Purchaser’s Transit service, at least 2 (two) working days before delivery date. If the Carrier fails to comply with the said procedure, the Purchaser reserves the right to refuse or postpone delivery to another date, without any compensation.

4. DELIVERY DATE AND PENALTIES

4.1. Late and partial delivery: In case of delay in delivery and/or partial delivery, the Supplier undertakes to immediately notify the Purchaser who may then cancel all or part of the order. Otherwise, the Purchaser may properly refuse the delivery. 4.2. Responsibility and penalties for delay: In case of late or partial delivery due to the Supplier, his liability may be sought for by the Purchaser in view of the harm suffered. In addition, in case of delay in delivery, the Seller will be indebted to the Purchaser even if this delivery is accepted by the Purchaser, for a late penalty of an amount equal to 1.5% of the pre-tax value of the goods not delivered or delivered late, per week of delay, from the date of delivery agreed between the Parties, under reserve of any other damages that the Purchaser may suffer. This late penalty may not exceed 15% of the value excluding tax of the goods not delivered or delivered late.

5. PACKAGING AND MARKING

In addition to the provisions of Section 3.2. of the present GCP, the Supplier undertakes to supply the Purchaser with goods ordered in packages which ensure products’ integrity and security, which respect the Purchaser’s specifications, instructions on SDS, applicable law regarding the classification, packaging and labelling of the products, including the GHS legislation, CLP Regulation No.1272/2008, Directive 1999/45/EC and all applicable international, European, national legislation or other applicable law. Packages must be certified by duly empowered authority. Labelling and marking must be established clearly, legibly and indelibly in French and English. Products packaging shall include the following entries: trade and/or generic name, net weight, storage lot and/or manufacturing batch, Purchaser bar and any other legend required by the Purchaser. The Supplier shall send the SDS or any other required documents by email, fax or mail order, for any order of active ingredient, adjuvant, premix or end product, in the event of a change in SDS, and at least once a year. SDS shall be written in French and English and comply with the applicable format REACh. In case of delivery of palletized products, the Supplier must provide NIMP15 treated CP1 pallets sized 100cm wide and 120cm long. Such products must be filmed by the Supplier’s machines. Failing that, packaging will be deemed to be non-compliant, and the Purchaser will have the right to choose one of the options laid down by Section 6.1 of the present GCP.

6. WARRANTIES – PRODUCT’S QUANTITY AND QUALITY

Products delivered are deemed to be compliant if the outward appearance and the Purchaser’s controls do not demonstrate any apparent defects or missing quantity. However, the sole products unloading does not constitute the Purchaser’s acceptance of goods quality. In case of doubt about products quantity and/or quality, the Purchaser shall have the right to realize or, in the absence of contradictory control, to make realize by an external body, any product’s counting and analysis, at the Supplier’s expenses. In case of losses, breaches, damages, or non-compliances, the Purchaser shall inform the Supplier in writing within a reasonable time as soon as the lack of conformity has been discovered, stating to the Supplier the reason of the request. In the event of losses, breaches, damages or non-compliance, the Purchaser shall have the right to choose one of the following options: -The Purchaser shall cancel the order on a discretionary manner, without any compensation. The Supplier undertakes, not later than 15 (fifteen) calendar days for the intra-Community supplies of goods, to ensure at his own expenses the removal of the goods and to repay to the Purchaser any amount unduly paid (duties, taxes, bank charges, insurance and transport costs, etc.); -The Purchaser shall require from the Supplier any adequate remedies. The Supplier shall replace non-compliant products by compliant products or, failing that, bring the products into conformity regarding the applicable law and the Purchaser specifications, without any cost payment due by the Purchaser. The Supplier shall assume at his own risk and expenses the removal of goods, replacement and delivery of products replaced not later than 15 (fifteen) calendar days for the intra-Community supplies of goods from the Purchaser’s notification receipt. As part of extra-Community supplies of goods, the delay related to the said obligations should be agreed by the Parties. If the Supplier has not complied with the obligations above mentioned, the Purchaser will have the right to terminate any convention, contract, agreement, order and invoice agreed by the Parties, without any compensation in favor of the Supplier and to require all damages, interests and costs due by the Supplier.

7. TRANSFER OF OWNERSHIP AND RISK TO THE PURCHASER

Products’ ownership will be transferred to the Purchaser at the time of his final acceptance of delivery and full payment for the goods by the Purchaser. Operation’s risks will be transferred to the Purchaser regarding the Incoterms laid down by orders, by default article 3.1 applies.

8. RESPONSIBILITY

The Supplier is responsible towards the Purchaser for the quality, compliance, delivery and safety of sold products. The Supplier shall be responsible for any damages caused to the environment, persons or goods within his activity. The Supplier undertakes to take out an insurance policy covering all the said damages and to provide, upon the Purchaser simple request, insurance certificates.

9. FORCE MAJEURE

In case of natural disaster, fire, explosion, flood, epidemic, war, insurrection, riot, criminal damage, strike or any other force majeure cause affecting one of the Parties, the said Party will give the other Party prompt notice of such force majeure event with reasonably full particulars thereof. If the Supplier, as affected by such cause, is unable to provide goods or services ordered by the Purchaser for more than 1 (one) month from the event, the Purchaser shall have the right to cancel his order by giving prior written notice to the Supplier.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. Warranties of the Supplier: The Supplier warrants that he owns all intellectual property rights required for the supply of goods or services ordered and, if not, that he owns all required approvals, including patents, licenses, rights of use, commercialization and diffusion of intellectual property rights attached to goods or services supplied. Unless the Parties otherwise agree, the price explicitly indicated and agreed on the purchase order is deemed to include the transfer of the right to exploit and use the intellectual property rights attached to the goods supplied.
10.2. Claims by third parties: In case of any third party’s claims, raised on an amicable basis or pursued before the courts, arising from a violation of intellectual property rights attached to goods supplied, the Supplier shall immediately stand in for the Purchaser, defend, indemnify and hold harmless the Purchaser, its legal representatives, directors and employees, against all losses, liabilities, damages, costs and/or all expenses, including attorney and expert fees arising directly or indirectly out of any such claims. In any case, all sums which may be disbursed by the Purchaser with respect to penalties or legal decisions against him shall be fully reimbursed by the Supplier, without prejudice to other Purchaser’s rights to claim for damages against the Supplier.

11. PROCESSING GENERAL DATA PROTECTION - PURSUANT TO THE GENERAL DATA PROTECTION REGULATION (GDPR)

Personal data collected from the Suppliers is subject to computer processing by the Purchaser. They are recorded in its Suppliers file and are essential for the execution of contracts for the provision of services and the supply of equipment or parts and components. This information and personal data are also kept for security purposes, to comply with legal and regulatory obligations. They will be kept for as long as necessary for the execution of orders and any applicable guarantees. The data controller is the Purchaser. Access to personal data will be strictly limited to employees of the data controller, authorized to process them by virtue of their functions. The information collected may possibly be communicated to third parties linked to the company by contract for the performance of subcontracted tasks, without the Supplier's authorization being necessary. As part of the performance of their services, third parties have only limited access to the data and are required to use them in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, the Purchaser is prohibited from selling, renting, assigning, or giving access to data to third parties without the Supplier's prior consent, unless compelled to do so for a legitimate reason. If the data is to be transferred outside the EU, the Supplier will be informed and the guarantees taken to secure the data (for example, adherence of the external service provider to the "Privacy Shield", adoption of validated standard protection clauses by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified to him. In accordance with the applicable regulations, the Supplier has a right of access, rectification, erasure, and portability of the data concerning him, as well as the right to oppose the processing for legitimate reasons, rights he may exercise by contacting the data controller at the following postal address: NOREMAT - GDPR Referent - 166 rue Ampère - 54714 LUDRES or by email at: referent.rgpd@noremat.fr. In the event of a complaint, the SUPPLIER may also lodge a complaint with the Commission Nationale de l'Informatique et des Libertés (CNIL - 3, place Fontenoy – TSA 80715 – 75334 Paris cedex - web site : www.cnil.fr).

12. ETHICAL COMMITMENTS

Noremat, as a corporate citizen, favors commercial relations and expects its supplier panel to respect the principles of the UN Global Compact, sustainable development, and the circular economy in order to act collectively and effectively on financial, environmental and social issues. Noremat may immediately and unilaterally stop all commercial relations and/or any ongoing commitment with the Seller if the latter acts against the interests of these principles and/or could damage the image of Noremat.

13. CONFIDENTIALITY

The Supplier shall maintain in strictest confidence any of the Purchaser’s information which may have been disclosed during pre-contractual negotiations or during the supply of goods or services ordered. The said obligations shall not apply to any information belonging to the public domain or which have already been owned by the Supplier before its diffusion, the onus of proof being incumbent on him.

14. APPLICABLE LAW AND JURISDICTION

Commercial and contractual relationship between the Supplier and the Purchaser shall be governed by and construed in accordance with the French law, European law and United Nations Convention on Contracts for the International Sale of Goods dated April, 11th 1980 (CISG). All disputes arising out or related to these GCP shall be amicably settled by negotiation between the Parties. If such amicable settlement cannot be reached, any dispute concerning the application, interpretation or execution of the present General Conditions of Purchase shall be finally settled by the Courts of Nancy (France).