TERMS OF PURCHASE

1. APPLICATION OF THE GENERAL CONDITIONS OF PURCHASE – OPPOSABILITY

Unless otherwise agreed in writing with the Seller, these general conditions of purchase are intended to define general provisions applicable to all orders for equipment, products, services or products of any kind (hereinafter referred to as “Products” or “Services”) issued by the Purchaser for products delivered / manufactured by the supplier (hereinafter “the supplier” or “the supplier”).
Notwithstanding any stipulation to the contrary in its general conditions of sale, the Seller acknowledges that its acceptance of the order carries with it the express waiver of the Seller to all its conditions of sale and the express acceptance of the present conditions.

2. PURCHASE ORDERS

A purchase order shall be considered final and contractual as soon as the Purchaser receives a written notice, an email message, the acknowledgement of receipt or the sales confirmation from the Supplier within three (3) working days following the date of the purchase order. Notwithstanding any provision to the contrary, the Purchaser shall have the right to cancel the order, without any penalty, if acknowledgement of receipt of the purchase order or the confirmation of sale has not been returned to it by the Seller within three (3) days following the date of the purchase order.
Until the Seller confirms the order, the Buyer is entitled to modify it. The Purchaser must then be informed as soon as possible of any change in price or schedule resulting from the requested changes.
The order accepted by the Seller constitutes a firm and definitive commitment on his part and implies his adherence to the present general conditions of purchase and special conditions unless they have been the subject of written reservations formally accepted by the Purchaser
Any specifications of the acknowledgement of receipt of the order modifying, amending or contradicting one of these general conditions shall be deemed unwritten.
A purchase order bearing the words “price to be indicated” shall be valid only from the moment that the Purchaser has accepted in writing the said price to be indicated. Likewise, the Supplier’s confirming an order but at a price different from that mentioned by the Purchaser in its purchase order does not constitute a firm and definitive order since it does not assume agreement to the price.

3. PRICE, INVOICING AND PAYMENT

3.1 PRICE
Unless otherwise agreed, the price of the order is always stipulated firm and definitive and includes the costs of packaging as well as any other cost, risk or charge in connection with the execution of the order. The price is always stipulated firm and can not be revised, indexed or adjusted according to currency fluctuations. The orders do not give rise to any systematic payment of advances (no down payments or deposit), unless expressly stated in the order and the special conditions.
Unless otherwise stipulated, the price includes packaging and transport costs as well as any other costs, taxes, risks or charges in connection with the execution of the order. No additional cost, of any kind, will be allowed unless prior written agreement of the Purchaser specifically indicated on the order form

3.2 INVOICING
The Seller must invoice the Purchaser in compliance with the invoicing schedule defined in the purchase order. invoices to be sent to MUSTHANE shall be sent in duplicate to the name and address of invoice specified on the order and must include all the particulars provided for in Article L. 441-3 of the Commercial Code
Invoices must bear the number or reference of the purchase order, way of shipment the quantities and description of the Products supplied, the date and delivery reference and detailed prices, and must be accompanied by all necessary reference documents. Finally, invoices must be accompanied by any necessary reference documents.
Unless otherwise stipulated in the order, the Seller will issue an invoice per order and unless a different billing address is specified, invoices will be sent to the head office. Invoices not complying with the stipulations mentioned above shall be considered by the Purchaser as invalid and will be returned to the Seller

3.3 PAYMENT
Unless otherwise stipulated in the purchase order, invoices shall be payable within forty five (45) days from the end of the month of the billing date or with a discount of two point five percent (2.5%) if payment is made within five (5) working days.

3.4 WARRANTY
A deduction, the percentage of which is fixed in the Order, may be made as security by the Purchaser on the amount of the invoices. The sums deducted are paid to the Seller at the end of the Guarantee Period provided that the equipment is still in operation.

3.5. COMPENSATION
If between the Buyer and the Seller there are claims and debts of whatever origin, the Buyer reserves the exclusive right to offset its debts with its own claims on those of the Seller or to avail itself of the Right of retention or the non-performance exception, as if all the receivables and debts were the result of a single contractual commitment.

4. PACKAGING AND DELIVERY

4.1 PACKAGING
Unless specific packaging is requested by the Purchaser in the purchase order, the Seller must deliver the Products in appropriate packaging, bearing in mind the nature of the Products and the precautions to be taken in order to protect the Products against adverse weather conditions, corrosion, loading accidents, transport and storage constraints, vibrations or shocks, etc.
At all events, the Products must be sealed, packaged, marked, and in general prepared for delivery. The packaging and delivery must also be:
(i) Compliant with trade practices.
(ii) Acceptable by transporters for a cost-effective delivery.
(iii) Adapted in order to ensure that the Products reach their destination in good condition.
The Seller must mark all packaging and containers with any instructions that might be necessary for lifting, handling and transportation, by identifying and marking clearly articles that require particular care, storage and/or transport conditions, and by indicating precautions to be taken.
The Seller must label each packaging and container with transport information, purchase order numbers, the delivery date, and the respective names and addresses of the sender and of the co-signer.
The Seller must alert the Purchaser of faults and defects faced during manufacturing.
The Seller must be deemed solely liable for any damage to the Products, or any additional expense caused by packaging, marking or an incorrect or unsuitable label, even when the Products are transported or received, except where the damage or expenses are the consequence of particular packaging, marking or labelling instructions supplied in writing by the Purchaser.

4.2DELIVERY
The date set for delivery, which is indicated on the purchase orders, is mandatory. It can not be changed without the written agreement of the Seller and the Buyer.
In the absence of mention in the order form, the products ordered are deemed to have to reach the Buyer within 15 days from the date of the placing of the order.
When the Products are delivered, the Seller must issue the Purchaser with two copies of the delivery reference at the time of shipment, indicating:
(i) the date and complete reference of the purchase order,
(ii) the complete address of the respective warehouses of the deliverer and the co-signer,
(iii) a detailed description of the Products,
(iv) the total number of parcels shipped,
(v) identification of the gross and net weight of each package,
(vi) the means of transport and
(vii) the date of shipment.
The delivery method and the parties’ respective obligations must be indicated in the purchase order, subject to Intercoms 2010 (ICC). Unless otherwise stipulated, the Products shall be transported at the Seller’s risk and expense. At all events, the Seller must supply suitable insurance covering the Products until they arrive at the Purchaser’s premises or any other destination approved by it.

4 .3 DELIVERY DELAYS
The date fixed for the delivery is imperative, any event likely to have an influence on the order will be immediately brought to the knowledge of the Purchaser. The Seller must notify the Buyer immediately in writing, as well as its probable duration and its consequences on the delivery times but without being able to claim an extension of the delivery time. In all circumstances, the Seller shall make every effort to minimize delays in deliveries and the consequences of such delays.
Early deliveries are not allowed unless prior written agreement of the Purchaser. Any order that is delivered before the delivery date “as soon as possible” may result in the return of the goods at the supplier’s expense.
Similarly, any order that is not delivered by the deadline “at the latest” may be terminated by the Buyer who will, if desired, return the goods at the supplier’s expense.
However, in the case of postponement of the delivery deadline accepted by the Buyer, the Seller agrees to pay the Buyer an indemnity equal to 1% per fortnight of delay, calculated on the amount of undelivered goods Of purchase HT).
These sums are due without a formal notice being required and will be paid in the form of assets.

4.4. LATE PENALTIES
Any delay in the delivery of products ordered by the Buyer will result in the payment of penalties. The amount of delay penalties is calculated on the basis of the value of the delayed order and is 1% per day of delay for the first three weeks beyond it will be 2% per day. Penalties will not exceed 15% of the value of the order.

4.5. CANCELLATION
Except in case of force majeure, the Buyer shall have the right to cancel the order, without prejudice to the Buyer’s rights to claim compensation for any damage, loss or damage suffered as a result of the delay, if:
1. the planned delivery occurred too late in relation to its requirements;
2. any delay has not been previously notified to him in writing.
Upon such termination, the Seller shall not be entitled to any indemnity or compensation.
In addition, and unless otherwise stipulated by the Parties, the Purchaser reserves the right to cancel at any time all or part of the order by registered letter with acknowledgment of receipt, without prior justification. Upon receipt of the cancellation of the order, Seller shall stop any work undertaken in connection with this order, make no further orders, make any commitments regarding supplies or services to perform the work, and make every effort to To minimize costs and losses arising from the termination.
In the event of a cancellation in the absence of fault of the Seller, the Seller may claim compensation, the amount of which shall be determined by mutual agreement of the Parties, taking into account the date of termination, work performed and costs and Expenses already incurred by the Seller in connection with the canceled order and the possibility of selling the Products to other customers. In any event, the parties agree that the Seller may claim only the compensation resulting from the work performed and the expenses incurred, excluding loss of profit and any indirect damages.

4.6. RECEPTION
The receipt by the Buyer is made at the place of delivery indicated in the order for verification in quality and quantity of the conformity of the supplies to the order.
The Buyer shall have the right to refuse products not conforming to the order and shall notify the Seller of such refusal by registered letter, fax or electronic message confirmed by registered letter. The Seller shall take back at its own expense the Products delivered and refused within ten (10) working days from the date of receipt of the notification of the refusal. After ten (10) days, the Buyer will return the Products to the Seller at the expense of the latter. The non-refusal of the Products may not be invoked in order to limit the guarantees defined in Article 10.

5. INSPECTION

Seller acknowledges that during the execution of the order the Buyer may access the Seller’s premises to monitor the manufacturing process or give special instructions and to inspect and / or test the Controlled Products using the testing means And control of the Seller’s plant. Such inspection shall not limit Seller’s liability to Buyer.

6. AMENDMENTS AND SUBSTITUTIONS

The Seller is not authorized to make or propose any modification or substitution of supply or delivery of Non-Conforming Products unless prior written approval from the Purchaser.
The Buyer shall have the right to modify the order, without this modification being able to in any way vitiate or invalidate the order. The Seller shall promptly notify the Buyer of any change in price or schedule resulting from the modifications requested by Buyer and such modifications shall be agreed in writing by the Parties in an amendment to the order or in a new signed order of both Parts

7. SURPLUSES

The Purchaser agrees to pay the quantities ordered only, subject to the stipulations of article 6.
Any excess will be held at Seller’s risk and expense for a period not exceeding ten (10) days from the date of delivery. If, at the expiration of such period, the Seller has not taken back the Products or sent shipping instructions at his own expense, the Buyer shall return the Products in excess of the quantities ordered to the Seller at the Seller’s risk and expense.
Seller agrees that Buyer may, at its sole discretion, decide to purchase all or part of the excess in accordance with the terms and conditions set forth in the Purchase Order and these Terms and Conditions.

8. TRANSFER OF RISKS AND OWNERSHIP

Unless otherwise agreed by the Parties, the transfer of ownership shall be effective upon delivery of the Products to the Buyer’s premises or at such other place as the Parties may determine.
Any retention of title clause of the Seller shall be deemed unwritten.
The transfer of the risks will be done according to the Incoterm 2000 applicable to the order. If no Incoterm 2010 (ICC) is applicable, or in the absence of any indication, the transfer of risks will occur upon receipt of the products by the Purchaser at the Purchaser’s registered office.
Goods of the Buyer’s property sent by the Buyer to the Seller for subcontracting operations remain the full property of the Buyer during the term of the operations. However, the Seller is responsible for these goods. If the goods were to be degraded, lost, … the value of the latter will either be invoiced to the Seller or deducted from the amount to be paid to the Seller.

9. CONFIDENTIALITY

The Seller undertakes to the Purchaser to preserve the confidentiality of all information transmitted by him in the context of the order or to his collaborators (or of which the latter would have knowledge by any other way), Disclose it to any third party in any form whatsoever and do not use it in any way for any purpose other than execution of the order.
The Seller undertakes to communicate to the Buyer only information (plans, technical data, characteristics, etc.) which he owns or has obtained the authorization for disclosure from their owners.

10. WARRANTIES

Unless otherwise agreed by the Parties, the Seller warrants, for a period of thirty-six (36) months from the date of delivery, that the Products supplied are:
1. comply with all specifications, drawings, design plans and other data of the Seller (whatever the format) or supplied by Buyer and approved by Seller or jointly accepted by the Parties in writing and with all Indications mentioned on the order form;
2. Manufactured neatly and free from defects in design, workmanship or operation;
3. of fair and marketable quality. It is understood that the Seller is responsible for the supply of all the parts necessary for the proper functioning of the operations, including when this is not expressly required by the Purchaser.
During the warranty period, the Buyer shall notify Seller in writing of any defect or malfunction of the Products and the Seller shall promptly and at his own expense either replace or repair the Products or correct the defect or malfunction.
Seller shall grant a new warranty period of thirty-six (36) months after each replacement, repair or correction made during the warranty period from the date on which the replacement, repair or correction is satisfactory and performed with success.
If Seller fails to fulfill its obligation to replace or repair the Products or correct the defect or malfunction, Buyer shall have the right, in its sole discretion, to (i) perform the replacement, repair or correction (Ii) to have the replacement, repair or correction performed by a third party and at Seller’s exclusive expense, or (iii) obtain from the Seller a full refund of the purchase price Of the Product that is defective or malfunctioning.
Seller acknowledges that the warranties specified above are in addition to the legal warranties including defective product liability and those expressly granted by the Seller, other than those specified herein, and any other warranties, Express or implied, applicable to the corresponding order. These warranties will remain valid notwithstanding any inspection, testing, acceptance or payment made by Buyer or any termination or agreement of the Purchaser in connection with the orders.
In any event, the Seller is held liable and undertakes to bear all the direct and indirect pecuniary consequences resulting from the damage of any kind caused to persons and / or property, as well as measures of withdrawal, Suspension, consignment, return with refund of the customer, modification and / or destruction of the products, whether these measures are ordered by the public authorities (including the courts) or voluntary and for whatever reason: Hidden, non-compliance with a standard or regulation, lack of security.

11. INTELLECTUAL OR INDUSTRIAL PROPERTY

The Seller warrants that the goods delivered are not subject to any industrial or artistic property claims (patents, trademarks and designs) and that photographs of the products may be reproduced on any media, including on the Internet, unless otherwise decided Expressed by registered letter with acknowledgment of receipt.
Seller declares that it holds all rights to use, manufacture and sell the Products and that the Buyer shall have the right to use and resell the Products without restriction.
Seller agrees to defend and indemnify Buyer from and against any and all claims or actions for infringement of intellectual or industrial property rights of any third party, to pay all costs incurred by Buyer in defending any claim or action, including Reasonable compensation for attorneys’ fees and to indemnify the Buyer against any and all damages, losses or damages suffered by Buyer arising directly or indirectly from such claim or action.

12. PROPERTY AND CONFIDENTIALITY OF INFORMATION

Any schema, plan, data, equipment, or other material and / or information provided by Buyer, or provided by Seller, but paid for by Buyer as part of the price of the Products shall be treated as confidential information belonging exclusively to Buyer.
The Seller agrees to treat as strictly confidential any material and / or information belonging to the Purchaser disclosed for the purposes hereof and to prevent any communication or disclosure of material or information to a third party without the prior written consent of Buyer.
Any written, oral or other publication concerning the order or its contents may not be made without the prior written consent of the Purchaser.

13. TERMINATION

The purchase of orders by the Buyer repeatedly does not create a current between the parties or impose the placing of an equivalent number or a minimum number of orders for the future. Each order therefore only gives rise to the conclusion of a separate order contract for each order placed by the Buyer with the Seller.
The Buyer shall have the right to cancel any order by registered letter with acknowledgment of receipt, without being liable to any compensation or penalty to the Seller:
1. either before receipt of the acknowledgment of receipt, of a writing, of an electronic message from the Seller in accordance with clause 2 of these general conditions of purchase;
2. if one of the following events occurs:
(A) the Seller fails to fulfill its obligation to deliver the Products (or performance of any service) within the time specified in the order, and the delay lasts more than one week without prior approval of the Purchaser;
(B) the Seller fails to meet its warranty obligations;
(C) the Seller fails to fulfill any of its obligations under these Terms and Conditions, or any contract between the Contracted Party and without remedy within ten (10) days of receipt Written notification from the Purchaser of the breach;
(D) in the event of the commencement of a bankruptcy or liquidation proceedings against the Seller;
(E) an event of force majeure as defined in Article 15 below and causing a delay in delivery of more than three (3) months.
3. or in case of breach of the provisions of clause 16 – Regulation.

14. RESPONSIBILITY AND INSURANCE

The Seller shall be solely liable to the Buyer and third parties for any damage to property or other pecuniary damage, loss or damage resulting from the performance by the Seller, its employees, agents or subcontractors of Obligations of the Seller in respect of the order.
The Seller agrees to subscribe at its own expense the insurance cover necessary to cover the liabilities it incurs as a result of the performance of this contract for all bodily, material and immaterial damages. At the request of the Buyer, the Seller will send the attestations of general and professional liability insurance, dated less than six months.
In all cases, the Seller shall provide, at the Buyer’s request, an appropriate insurance covering the products until they arrive at the Buyer’s premises or any other destination approved by him.

15. FORCE MAJEURE

The Parties shall not be held liable for any delay or failure to perform their obligations arising out of any unforeseeable, irresistible or irresistible event or circumstance, such as but not limited to serious accidents, Land, fire, flood, riots, civil wars, wars (declared or not), governmental measures, etc. The party concerned shall send written notice of the delay and cause of the delay to the other Party as soon as possible after becoming aware of the cause of the delay in question.

16. REGULATION

The goods ordered must comply with all legal and regulatory requirements, in particular with regard to:
(A) the quality, composition, presentation and labeling of the goods;
(B) labor law and employment: in any case, the supplier shall refrain from offering for sale products which could have been manufactured by minors;
(C) the provisions of international conventions on the rights of the child and, in particular, those relating to child labor;
(D) environmental law.
In particular, the Seller undertakes to respect the applicable legal and regulatory provisions applicable to it and to provide the Buyer, upon request, with information on the consequences of the company’s activities on the environment, given according to The nature of that activity and its effects:
(A) the consumption of water resources, raw materials and energy, with, where appropriate, measures taken to improve energy efficiency and the use of renewable energies, soil use conditions, air releases , Water and soil seriously affecting the environment, the list of which will be determined by decree of the ministers responsible for the environment and industry, noise or olfactory nuisance and waste;
(B) measures taken to limit damage to biological balance, natural environments, protected plant and animal species;
(C) environmental assessment or certification procedures;
(D) the measures taken, where appropriate, to ensure that the company’s activities comply with the applicable laws and regulations;
(E) expenditure incurred to prevent the environmental impact of the company’s activities; The existence within the company of internal environmental management services, the training and information of employees on the environment, the means devoted to the reduction of risks to the environment and the organization put in place To deal with pollution accidents having consequences beyond the establishments of society;
(F) the amount of provisions and guarantees for environmental risks, unless such information is likely to cause serious prejudice to the company in an ongoing litigation;
(G) the amount of compensation paid in the course of the financial year pursuant to an environmental judicial decision and the actions taken in compensation for damage caused to it.
Consequently, the Seller accepts that the Purchaser may carry out conduct audits carried out by him or a designated service provider in order to verify compliance with the aforementioned standards.
Any breach of the above provisions exposes the supplier to the immediate termination of commercial relations without notice.

17. GENERAL INFORMATION

17.1. PARTIAL INVALIDITY
If one or more of the provisions hereof are for any reason invalid, illegal or unenforceable in any respect, they shall be deemed to be unwritten and the other provisions hereof shall not be affected.

17.2. COMPLIANCE WITH LAWS AND REGULATIONS
The Seller declares that it knows and abides in all respects the laws, decrees and regulations issued by any local or other authority, as well as any rules or regulations issued by private or public organizations relating to its activity in the execution of the order. The Seller shall bear all the financial and administrative consequences incurred by the Buyer, in particular, as a result of the Seller, its employees, subcontractors or suppliers not respecting the provisions of the laws, decrees, regulations and other texts mentioned above, above.

17.3. TOLERANCE
Buyer’s tolerance of Seller’s failure to comply with any of the General Terms and Conditions of Purchase shall not be extended to any subsequent breach. Failure of the Purchaser to enforce any of these Terms shall not in any way constitute a waiver of these terms and shall not affect the Purchaser’s right to subsequently enforce compliance therewith.

17.4. OUTSOURCING
The Seller may not, without the prior written consent of the Purchaser, subcontract, directly or indirectly, at any level whatsoever, the execution of all or part of the order. The Seller shall defend and indemnify the Buyer against any claims of its own contractors and / or suppliers.

17.5. ASSIGNMENT
The order may not be transferred without the prior written consent of the Purchaser, with the exception of assignments to any subsidiary, affiliate of either Party or legal entity arising from the merger of one Or the other Party or Buyer of the goodwill of either Party.

17.6 INDEPENDENCE
Each Party shall remain independent of each other. Neither the Seller nor any person or third party designated by the Seller to perform the order is the employee, partner, agent, agent or legal representative of the Buyer. No element of the Order may be interpreted as creating an agency relationship between the Parties, creating a joint venture or allowing a Party to represent the other party vis-à-vis third parties.

18. APPLICABLE LAW

By express agreement, any order placed under these general conditions of purchase will be governed by French law, in particular articles 1602 to 1649 of the Civil Code on the obligations of the seller and articles 1245 to 1245-17 of the Civil Code on Liability for defective products with the exception of the Vienna Convention on the International Sale of Goods.

19. COMPETENCE / DISPUTE

In the event of a dispute concerning the interpretation or execution of their agreements, the parties shall seek an amicable agreement before any contentious action and communicate to each other the necessary information.
In the absence of an amicable settlement of the dispute within a maximum period of one (1) month, shall be solely competent in case of dispute of any kind or dispute relating to the formation or execution of the order, the Commercial Court of Lille.
This clause applies even in the case of an interlocutory application, an incidental application or a plurality of defendants or a plea of guaranty, irrespective of the method and manner of payment, without the jurisdictional clauses that may exist on documents Of Buyers may impede the application of this clause. The Seller accepts this assignment of jurisdiction without any restrictions or reservations.
In case of inaccurate translation with the French version, the French version is authentic