Definitions
The term ‘Buyer’ shall mean NORMALAB FRANCE S.A.S.
The term ‘Seller’ (or Supplier, or Contractor) shall mean the company of firm to whom the ‘Purchase Order’( acronym PO) is issued. This company or firm receiving the PO commits itself to deliver to the Buyer the Product(s) that are listed in the PO.
Any subcontractor of the Seller is subject to the same rules and obligations than the Seller.
The term “Product(s)” shall mean any kind of item, being material, consumable, spare part, instrument, equipment, work or service having to be supplied pursuant to a PO.
The term ‘Customer’ shall mean the customer of the buyer, end-user of the Product(s).
Delivery times are expressed in calendar days (7 days a week) or in weeks.
The acronym STP shall mean the ‘Standard Terms of Purchase’.
Purchase order and acceptance of the Purchase Order
A ‘Purchase Order’ is a document written by the Buyer which becomes, after acceptance by the Seller, an exclusive contract between them for the Product(s) mentioned in the PO and for all associated terms and conditions.
The Buyer shall send the PO to the Seller by fax, email or by mail.
The Buyer’s purchasing methods are according to the norm NF EN ISO 9001 2000.
The PO unseparably shall consist of :
- The PO number,
- The current STP,
- The Seller’s offer, completed by potential changes which have been agreed by both parties (the Buyer and the Seller).
The Seller acceptance of the PO shall consist of:
- A written order acknowledgement by the Seller of the PO sent by fax, email of mail,
- By the supply and delivery of the Product(s) mentioned in the P.O,
- By the acceptance of the payment terms according to those mentioned in the PO.
The Seller shall submit its order acknowledgement within 3 days following the receipt of the PO.
Prices
Prices are excluding taxes, are firm and not revisable.
Packing and shipping terms and conditions shall be in compliance with the PO.
Agreed prices which are mentioned in the PO shall not be modified, unless an amendment to the initial PO has been agreed by both the Buyer and the Seller. Only such amendment will authorize the Seller to issue an invoice with different prices than the ones previously agreed.
Delivery, delivery documents and reception
Delivery and delivery times
Product(s) delivery times are according to the arrival dates of the Product(s) in the Buyer’s warehouse, whatever is their conveying time, for the entire quantity of Product(s) listed in the PO.
Contractual delivery times are written in the PO and in the order acknowledgment form.
Delivery times are imperatives.
Any ahead of time delivery compared to the delivery time written in the PO will be accepted by the Buyer only if it has been previously agreed.
The Seller shall inform the Buyer of any foreseeable delay for the delivery of the Product(s), as soon as he knows it. Any delivery delay allows the Buyer to cancel its PO, without charge and/or indemnity.
In case of any predictable delivery delay, or of any unavoidable delivery delay, the Seller shall inform by email, fax or mail the Buyer as soon as he is aware about such delay. In such case, the Buyer shall inform by return the Seller whether or not he decides to cancel the PO.
Delivery documents
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- Delivery note
A delivery note shall come together with the Product(s) delivered ; this delivery note shall include:
- The delivery note number
- The supplier reference number (allocated by Normalab France SAS to the Seller),
- The PO number,
- The complete delivery address mentioned in the PO,
- The Product(s) reference(s), their designation(s) and the delivered quantities by reference,
- All packing information, including the number of boxes delivered with a reference number for each of them.
For Product(s) requesting a maintenance and/or an user manual, or any kind of necessary information relative to health, safety, environment according to the regulations into force, those documents shall mandatory be included in the boxes together with the Product(s).
Reception
The Buyer shall inspect Qualitatively and Quantitatively the Product(s) with 5 working days following the reception date.
In the event of a non-conformity compared to the PO specifications and/or in the event of a defect discovered in Product(s), the Product(s) will be held in the Buyer’s premises waiting for the Seller instructions to take them back, at the Seller’s expenses.
Delivery delays and penalties
In the event of a non-observance of the agreed delivery time, and/or in the event of a defect or a non-conformity of the Product(s), the Buyer reserves its rights to reflect to the Seller the penalties applied to the Buyer by its own Costumer because of the failure of the Seller.
In the event of late delivery of the Product(s), the Buyer will apply late delivery penalties to the Seller, within 5% of the purchasing cost of the concerned Products in the PO for the first week of delay, and then 2,5% of the purchasing cost of the concerned Products in the PO per additional week, without prejudice to the Buyer’s right to obtain any other penalty covering his whole damage.
Invoicing
Each invoice issued by the Seller shall include:
- The invoice number
- The date of invoice
- The supplier number
- The corresponding delivery note number
- The Normalab France SAS PO number
- The concerned item number(s)
- The unit price for each item
- The delivered quantity for each item
- The total price
- The invoicing currency
Partial deliveries and consequently partial invoices shall be authorized beforehand by the Buyer, otherwise they will not be taken into account.
Only the complete execution of the PO, including the reception by the Buyer of all items written in the PO, will open the Seller’s right to payment.
Payments shall be performed in compliance with the payment terms mentioned in the PO.
Industrial and intellectual property
The Seller shall guarantee the Buyer without any reserve against all actions which could be brought by the owners of patents, brands and other intellectual rights.
The Seller shall as well endorse any direct on un-direct damage claim that the Buyer would undergo because of the attack to such a right.
The Seller shall transfer to the Buyer all rights to use the Product(s).
The Buyer owns the rights to use the documents, the models, the Seller’s data for the need to use the Product(s) mentioned in the PO and for the need to supply spare parts for its Customer(s).
The Buyer owns the study results, prototypes, documents and data which he paid for and which were carried out for its account. The Seller could not assert any new industrial or intellectual know-how property or manufacturing secret on these elements.
Ownership
The ownership of the Product(s) subject to the PO is acquired by the Buyer :
- For the delivery of Product(s), of instrument(s) and equipment(s) without assembly or associated services: after complete unloading in the Buyer’s warehouse and final acceptance by the Buyer that the delivery is compliant to the PO.
- For the services carried out on the Buyer’s site: the day of reception of the services by the Buyer through a reception report signed by both by the Buyer and the Seller’s representative.
Warranty
The Seller shall guarantee that the delivered Products are in conformity with the contractual specifications mentioned in the PO and are in compliance with the legal and lawful regulations into force.
The Seller shall guarantee that the delivered products are new, of excellent quality, without latent defect of design or manufacturing and perfectly adapted with the use they are intended for.
The Seller shall guarantee the right performance of its Product(s) and/or its services during a minimum time of 12 months as from the date of commissioning of the Product(s) at the site of the Customer, with a maximum time of 18 months as from the delivery date of the Product(s) at the site of the Buyer.
For the Products requiring an installation and a commissioning at the Customer’s site, the Buyer will make establish a commissioning report which will be signed by the Customer and which will be sent to the Seller in order to determine the starting date of the warranty period.
The present warranty will apply to the replacement of the Product(s) and to the replacement of its spare parts.
The Seller commits itself throughout the warranty period, to ensure to its own expenses and on request of the Buyer, the maintenance, the repair and/or the replacement of the defective products, defective parts or services.
This warranty shall cover the assumption of responsibility by the Seller of all the expenses related with the repair or the replacement of the defective Product(s), parts or services such as the manpower expenses, the accommodation and the travelling expenses, the shipment expenses and all the penalties and/or damage claimed by the Customer to the Buyer.
Privacy
The Seller commits itself keeping the confidentiality of all information which is communicated to him by the Buyer.
The Seller should reveal these confidential information only to its employees who carry out the PO; the Seller commits itself so that these employees will keep the confidentiality of this information.
Liabilities- Insurances
The Seller shall assume all the risks and liabilities for the Product(s) until their reception at the Buyer’s site, and shall assume as well the people and equipment liabilities and risks, including those placed at its disposal by the Buyer, if necessary.
The Seller has to subscribe the sufficient insurances to cover the risks concerned above:
- – a professional liability insurance,
- – a professional liability insurance before and after delivery,
guaranteeing the Seller for sufficient amounts against the pecuniary consequences which it can incur in the event of physical injuries, material and/or immaterial damages, consecutive or not, caused to the Buyer to the Customer(s) or to third-parties within the framework of the execution of the PO.
On request, the Seller will justify to the Purchaser, the existence of these insurances.
Health- Environment- Safety- Social legislation
By the acceptance of the PO, the Seller commits itself respecting the regulations into force, in particular those relating to the work conditions and environmental protection.
If the Seller works with subcontractors, it commits itself so that those subcontractors will respect the same regulations into force.
The Seller commits itself respecting the labor regulations and laws.
The Seller commits itself providing on request a certificate certifying that any work will be completed with employees regularly employed taking into consideration the labor laws and regulations in the country of the Seller’s head office.
Such document must be written in French language or attached with a translation in French language.
Governing law- Disputes.
The Buyer and the Seller commit themselves searching to amicably regulate any disagreement or any claim concerning the present STP.
In the absence of an agreement within a reasonable delay, and whatever the place of execution of the PO would be, all litigations or disputes originated from the validity, the interpretation or the execution of a PO will be subjected to the French law. The Buyer and the Seller allocate exclusive competence to the Commercial Court of the head office Buyer’s place for any action as regards to the validity, the interpretation or the execution of the current STP and of any PO.
Quality
The delivered Product(s) shall be in full conformity with the EC regulation into force and shall be delivered with a EC certificate.
In the event of a non-conformity of Product(s), or in the event of non-conformity of Product(s) compared to the PO, or in the event of defect of the Product(s) discovered at the Quality control carried out at the Buyer’s warehouse after delivery, the Buyer’s Supply Management System shall issue a non-conformity report which will be sent to the Seller within 3 working days.
The Seller shall have to answer within the 5 working days following the notification performed by the Buyer by proposing a corrective action to treat this non-conformity.