Terms and conditions of purchase

Document description and relation to sales conditions

These General Conditions of Purchase apply to all orders placed by the Buyer. As a prior and determining condition of orders, they exclude the application of the Vendor's general terms and conditions of sale at any time and even if the Buyer has not rejected them. They may only be modified by Special Conditions expressly stipulated in order forms. In the event of contradiction, the Special Conditions shall prevail. The contract with the Vendor is made up of the order, any annexes specifying technical specifications, and the order acknowledgement. The Vendor undertakes to comply with all regulations relating to the supplies covered by the order and in force on the day of delivery. 

Controls

No modification of the provisions of the contract will be accepted before agreement, signature and entry into force of the corresponding amendment. The acknowledgement of receipt or a copy of the Buyer's order must be returned to the Buyer unchanged, signed and stamped by the Seller. This acknowledgement of receipt must be accompanied, where applicable, by all supporting documents required by labor and other regulations. 

Financial terms and conditions

All orders are placed at a firm, non-revisable price, including the supplies and services stipulated in the Incoterm shown in the Special Conditions. This price excludes VAT. Unless otherwise stipulated at the time of order, no down-payment is made at the time of order. Invoices, in conformity with the regulations, are sent to the Buyer by the Vendor after delivery. Invoices are issued in 1 copy. They are issued in the name of the Buyer and are sent, unless otherwise indicated, to the following address: 

MATISEC 

2, rue Blaise Pascal 

38090 VAULX-MILIEU 

Or by e-mail to comptafournisseur@matisec.fr 

The Buyer reserves the right to refuse invoicing and delivery of any goods that have not been duly ordered. Invoices are paid by bank transfer or cheque as indicated on the invoice. 

Any claim by the Vendor for sums that the Buyer may owe to the Vendor for any reason whatsoever, must be notified by registered letter no later than 3 months after the calendar year for which the sum is claimed. Failure to do so will render the claim inadmissible. 

Deadlines

Non-compliance with delivery dates and places shall, except in cases of Force Majeure (as defined by case law) proven by the Seller, automatically result in formal notice being given to the Seller and the application of the penalties provided for in the Special Conditions, without prejudice to any other rights and remedies, in particular compensation for any damages and early termination of the contract. The penalties applied will be 0.5% per working day of delay plus 3%. 

Logistics

No shipment shall be made unless the Vendor has first drawn up a certificate of conformity of the goods to the specifications set out in the order (if requested). In the event of particular tests being specified, these must be the subject of reports to be attached to the above-mentioned certificates or proofs. Every shipment sent to the Buyer will be accompanied by a dispatch note drawn up in 1 copy by the Vendor, containing all the information required to identify the packages (in particular, specifying the order references, the nature and quantity of the goods). This packing slip will accompany the packages and will be placed inside the packaging. Certificates and reports of inspections carried out by the Seller will also be included inside the packaging. Transport and packaging must be adapted to the regulations in force, to the product being transported, to its loading, transport and unloading. 

Quality control

The term Acceptance implies the quantitative and qualitative control of conformity with the order. Acceptance takes place on arrival at the Buyer's premises or at the place where the work is to be carried out, or at the premises of any subcontractors. This inspection cannot modify the obligations of the Seller, who remains fully responsible for the conformity of his supplies to the stipulations of the order, as well as for their execution according to the Rules of the Art and the regulations in force. The Vendor therefore undertakes to allow the Buyer's representatives free access to the subcontractor's premises. 

The buyer reserves the right to accept or reject any excess quantities delivered. The Buyer reserves the right to accept or reject any excess quantities delivered. In the event of non-conformity of the supply, the Buyer may, at its own discretion, without recourse on the part of the Vendor, and at its own expense, either request the replacement of the non-conforming supply, or proceed with such replacement or have it proceeded with, or cancel the contract by registered letter with acknowledgement of receipt, all without prejudice to our right to claim damages. 

Transfer of ownership and risk

Transfer of ownership will take place on delivery of the supply to the place of destination. However, in the event that the Buyer has made advance payments for the supply, transfer of ownership will take place at the time of the advance payments, and will relate to the corresponding raw materials and the part of the supply in progress, which must be individualized. The transfer of risks will take place in accordance with the order's Incoterm of reference. 

Retention of title clause

Any reservation of title clauses in the Seller's documents shall not be binding on the Buyer.

Warranty

Unless otherwise specified in the order's Special Conditions, the warranty period runs from the date of acceptance for a period of twelve months. During this period, the supply will be guaranteed, whatever the reason for its non-conformity (defect in quality, operation, etc.). In the event of a defect, the warranty will be extended for a period equal to that of the supply's unavailability; if it is necessary to replace all or part of the supply, the warranty period will run, for the defective element, from the time of its replacement, for a period equal to the duration of the initial warranty, subject to all other rights and remedies of the Buyer. In addition, the Seller remains liable, under the law  

The Seller shall be responsible for all hidden defects in the goods/service beyond the contractual warranty period. The Seller shall diligently remedy, at its own expense, any defect in the goods/service, whatever it may be, with priority given to its immediate replacement/conformity. He shall also repair any proven harmful consequences that such defects may cause to us, our Customers and/or partners. The Seller fully guarantees us in this respect. Should the Seller prove unable to remedy such defects, the Buyer reserves the right to have the necessary work carried out by a third party, at the Seller's expense, without prejudice to the application of the termination clause and a claim for damages. 

The Vendor remains liable, according to common law, beyond the contractual warranty period, for any hidden defects in his supplies. 

Tools and documents

Tools and documents are our property and must be clearly identified. They must be insured and maintained in good condition by the Seller. The Buyer reserves the right to take back, without delay, these tools and documents if, despite our formal notice, the Seller does not respect his contractual obligations. The Vendor undertakes not to use these tools for any purpose other than the execution of the order, and will not destroy them without our prior written consent. 

Privacy

The Vendor undertakes not to divulge any information, in particular technical, commercial or financial, relating to their relationship or to the Purchaser without the prior written consent of the Purchaser. It undertakes to obtain the same written undertaking from its subcontractors and Sellers. 

Industrial and intellectual property law

The service or orders entrusted by the Buyer to the Seller do not give the latter any rights over trademarks, logos, distinctive signs or any other rights held by the Buyer in respect of industrial and commercial property. The Seller shall be responsible for the use, in its supply, of any industrial and intellectual property rights and, more generally, of any proprietary rights, as well as for any royalties, costs or claims relating to the use of these rights in the supply or occasioned by measures taken subsequently to maintain the supply in good condition. He shall de 

to indemnify and hold harmless the Purchaser in the event of any action for infringement of the said industrial property rights, and to compensate the Purchaser in full for any loss suffered by it as a result. Furthermore, the Purchaser reserves all industrial property rights relating to the supply in the event that it has participated in financing or carrying out the study. 

Subcontracting

The Seller undertakes to carry out the supplies and services ordered itself. It may only subcontract all or part of the execution of the order after receipt of the Buyer's written agreement, but remains in all circumstances jointly and severally liable with the subcontractor for the perfect execution of the order both with regard to the Buyer and to third parties. 

Damage and insurance

The Vendor undertakes to bear the full cost of any bodily injury, material or immaterial damage caused to the Purchaser, its representatives, employees or third parties in the performance of the order, or arising in any way whatsoever from such performance. He must take out an insurance policy with companies known to be solvent to cover the consequences of the above obligations, as well as those of any damage that may occur until the transfer of risks to the Buyer. The Seller shall provide proof of such insurance and its validity to the Buyer. The Vendor shall refrain from taking any action against the Purchaser, its representatives or its agents, for any damage arising from or in connection with the execution of the order, in particular in the event of theft, and shall fully indemnify the Purchaser, its representatives or its agents, against any action brought against them by a third party on these same occasions. The Seller undertakes to obtain from the insurance companies which will cover these risks, that they waive any recourse as subrogated in the rights of the Seller against the Buyer, its representatives or its agents. The policies taken out by the Seller may in no way be considered as limiting its obligations and responsibilities under the order. 

Disputes

The order and its consequences shall be governed by French law. Exclusive jurisdiction is granted to the competent courts of the place of the Purchaser's registered office, for all disputes relating to the sale of supplies and to the present terms and conditions, even in the event of multiple defendants or the introduction of third parties, and whatever the method of payment, even by bill of exchange or other commercial paper. This attribution of jurisdiction is stipulated in favor of the Purchaser, who reserves the right to bring proceedings before any other courts which may have jurisdiction.