GENERAL CONDITIONS OF PURCHASE
1 – GENERAL REMARKS
The general conditions of purchase apply to all orders placed by
GUICHON VALVES with its suppliers and subcontractors
(hereinafter: “Supplier”), for purchasing products, assets, goods,
transport, or services (hereinafter: “Products”).
Accordingly, any order regularly placed with a Supplier shall be
contractually binding, and acceptance of the order means that
the Supplier shall comply with these general conditions of
purchase. Where appropriate, these general conditions of
purchase may be supplemented by the purchase order, list of
specifications, technical specifications, calls for tender, and other
documents, hereinafter: the “special conditions”.
In the event of divergence between the general conditions and
the special conditions, the latter shall prevail.
They cancel and replace all contrary or complementary clauses
to which the Supplier is likely to refer, and, more especially, the
Supplier’s general conditions of sale, regardless of the form and
at any stage whatsoever.
2 – ACKNOWLEDGEMENT OF RECEIPT
The Supplier must acknowledge receipt of the order, or question
it, by e-mail message within eight days of receiving the order.
After that deadline, the order shall be considered to have been
accepted in full and with no reservation. However, it is expressly
agreed that GUICHON VALVES shall be entitled to cancel the
order, and that the Supplier shall not be entitled to any
compensation.
If the Supplier accepts the order subject to reservations, the
latter must, without fail, be accepted in writing by GUICHON
VALVES.
3 – PRICES
The prices shown are considered to be firm and fixed. Dues,
carriage, and packaging shall be invoiced pursuant to the special
conditions of the order.
4 – INVOICING
All invoices shall be drawn up in two copies, and they must,
without fail, give the following information:
– full order references;
– delivery-note numbers;
– the detailed designation of the supply;
– for import invoices: the customs tariff number as well as the
weight;
– all other information required by law.
One invoice shall be drawn up per order or part-order.
Invoices shall be made out to GUICHON VALVES, and must,
preferably, be sent by e-mail to the accounts department:
comptabilite.fournisseurs@guichon-origin.com, failing
that, by post.
The date for taking invoices into consideration shall be the date
of transfer of ownership
5 – CONDITIONS OF PAYMENT
Invoices are payable by bank transfer 30 days from the end of the
month, by the 15th of the following month.
In the case of early delivery at the Supplier’s initiative, these
conditions apply based on the contractual date of delivery set out
in the order.
6 – INSURANCE
The Supplier must, without fail, take out an insurance policy that
covers the consequences of its civil liability by reason of its
activities, the products that it manufactures, or the products that
it is given for the purposes of carrying out subcontracting work.
Taking out that insurance policy does not constitute a limitation
on the Supplier’s liability.
7 – QUALITY – FACTORY-BASED MANUFACTURING CONTROL
Supplies must be in strict compliance with the specifications,
plans, or documents indicated in the order.
In consequence, it is incumbent upon the Supplier to verify and
certify that the supply complies with the conditions of the order.
The Supplier undertakes to authorise and to facilitate monitoring
of the supplies ordered (provisioning, manufacturing, marking,
and any packaging), in the Supplier’s offices, workshops, and/or
warehouses, as well as on the premises of any subcontractors,
and to do so at all stages of the provision of service.
Monitoring can be carried out by GUICHON VALVES, its
Customer, and/or any accredited body.
The aforementioned manufacturing controls do not discharge
the Supplier from carrying out its own verifications, or from its
liability as regards guarantees relating to its contractual liability.
The deadlines that are normally necessary for carrying out
factory controls and tests cannot be used by the Supplier to
justify a delay in delivering supplies.
Unless agreed otherwise in writing by GUICHON VALVES, the
Supplier shall be liable for all expenses relating to controls and
tests aimed at verifying that the supply is in compliance with the
general and special technical specifications and carried out in the
Supplier’s factory as well as in the factories of its subcontractors,
except for the personal expenses of persons representing
GUICHON VALVES and its Customer.
8 – SUBCONTRACTING
The Supplier is not authorised to subcontract all or part of its
provision of service without GUICHON VALVES’s written
agreement.
9 – DELIVERY
Each delivery must be accompanied by a delivery note drawn up
in two copies (displayed in a pocket on the outside of the
package). The delivery notes shall give the order references,
details of the products (references and quantities), and all other
information requested in the special conditions.
Unless stipulated to the contrary in our orders, regardless of the
mode of transport used and of the conditions of payment,
Unless agreed otherwise in writing by GUICHON VALVES, the
Supplier shall be liable for all expenses relating to controls and
tests aimed at transfer of ownership shall take place after
discharge at the delivery location set out in the order.
All goods are deemed deliverable “DDP – Delivered Duty Paid”
(Incoterms 2010) to the address given in the purchase order,
including packaging. Each delivery must be covered by a
delivery note that gives the order number as well as the
quantities and specificities of the material delivered.
In the absence of materials certificates and/or a control report
as indicated in the order, the goods shall be stored in a
temporary storage area, thus not being received, and they shall
be the subject of a Continuous Improvement Sheet, with the
expenses relating to that shortcoming being invoiced. That
automatically generates the rejection of the invoice for as long
as the document(s) have not been received, leading to the
payment deadline being put back.
10 – DELIVERY DEADLINES
Deadlines constitute a significant part of the contract. The
delivery date indicated in the order must be respected without
fail.
In any case, GUICHON VALVES and the Supplier undertake to
keep each other informed of all circumstances that may modify
delivery dates.
The final receipt of goods is subject to their acceptance by the
Control department. All rejected goods are made available to
the Supplier. Forwarding is done on a carriage-forward basis at
the Supplier’s expense, including packaging costs.
Invoices are recorded only after goods delivered have been
accepted.
11 – ORDER CANCELLATION – DELAY PENALTIES
Any delay is represented by the period from the contractual
delivery date accepted by the Supplier in the acknowledgement
of receipt of the order to the effective delivery date.
Especially in the case of failure to comply with deadlines or of
quality defects in products, even for just part of an order,
GUICHON VALVES reserves the right to:
– pass on to the Supplier the penalties applied to GUICHON
VALVES by its own customers due to failure by the Supplier,
and to apply to the Supplier delay penalties of up to 2.5% of
the amount of the supply covered by the order per week of
delay, up to 10% of the amount before VAT, without prejudice
to GUICHON VALVES’s entitlement to obtain any other
damages to cover its loss in full. The Supplier can at any time
travel or take any other action to note the quality defect of the
products or the failure to comply with deadlines; and/or
– automatically cancel the balance of supplies pending delivery
and/or the service remaining to be provided by virtue of the
order or programme being considered; and/or
– seek provisioning from another Supplier for the remainder of
the order or programme being considered, at the defaulting
Supplier’s expense and risk, in which case the defaulting
Supplier shall authorise GUICHON VALVES to use its intellectual
or industrial property without restrictions or reservations and
free of charge; and/or
– require the delivery in their current state of the products
concerned together with their manufacturing materials or
tooling, with GUICHON VALVES reserving the option to have
them completed by a subcontractor.
The delivery date taken into consideration for penalties to be
applied is the date of receipt of the complete batch of the supply
by the Control department, after replacement of any defective
items.
12 – GUARANTEE COVERING MATERIAL
In addition to the legal guarantee that GUICHON VALVES enjoys,
the Supplier offers a minimum guarantee of two years covering
its products against all faults relating to design, materials,
manufacturing, processing, and, where appropriate, assembly.
During the guarantee period, the Supplier is required to replace,
within 48 hours, any product that is deemed defective, and is
required to bear costs relating to the price of the parts to be
replaced as well as to disassembly, reassembly, and transport.
In case of emergency, default, or incompetence on the part of
the Supplier, GUICHON VALVES can carry out those operations
at the Supplier’s expense.
13 – INTELLECTUAL- AND INDUSTRIAL-PROPERTY RIGHTS –
CONFIDENTIALITY
The Supplier guarantees GUICHON VALVES full and complete
enjoyment of the products acquired, free of all easements and of
third-party rights.
In consequence, the Supplier guarantees GUICHON VALVES
against any disturbance, claim, or eviction in that regard.
In particular, the Supplier guarantees that the products delivered
are not likely to be the subjects of any claim relating to industrial,
intellectual, or artistic property (patents, brands, drawings,
models, copyright, other rights, etc.), and that photographs of
the products can be reproduced on all supports, including on the
internet, except in the case of a decision to the contrary
expressed by means of a registered letter with acknowledgement
of receipt.
The drawings, plans, tooling, models, pictures, technical
documents, etc., and, more generally, the know-how provided by
GUICHON VALVES are and remain the property of GUICHON
VALVES. They must be returned on request, and the Supplier
shall not be entitled to retain copies on any support whatsoever.
The Supplier undertakes to maintain strict confidentiality in
respect of those items as well as of any information that it may
be given by GUICHON VALVES.
The Supplier remains liable for the metrological monitoring of
tooling that is the property of GUICHON VALVES.
14 – ETHICS
The Supplier undertakes to comply with international and
national regulations on:
– fundamental human rights, especially the prohibition on using
labour performed by children under the age of 15 and on all
forms of slave labour, forced labour, or compulsory labour;
– embargos, arms-trafficking, drug-trafficking, and terrorism;
– trade exchanges, import and export licences, and customs;
– the health and safety of staff and of third parties;
– work, immigration, and the prohibition on clandestine
working;
– protecting the environment;
– economic crime, especially corruption, illegal conflicts of
interest, bribery, embezzlement of public funds, the offence of
favouritism, fraud, influence-trafficking (or equivalent offence
in applicable law), swindling, abuse of trust, abusing the goods
or credit of a commercial company, counterfeiting, forgery and
using forged documents, and all related offences;
– the fight against money-laundering;
– competition law; and
– non-discrimination: no distinction between people on the
basis of their social or ethnic origin, sex, age, religious beliefs,
disability, etc.
15 – DISPUTES – APPLICABLE LAW – ATTRIBUTION OF
COMPETENCE
GUICHON VALVES and the Supplier undertake to seek settlement
by mutual agreement of any dispute or claim concerning these
general conditions of purchase.
If agreement is not reached within a reasonable period, any
challenge relating to the interpretation, execution, or
termination of the order or of the purchasing contract shall be
submitted to the Commercial Court of the place where GUICHON
VALVES’s registered office is located. That Commercial Court
shall have sole competence, regardless, in particular, of the place
of delivery and the payment method otherwise agreed to
between the parties, or in the case of third-party proceedings,
multiple defendants, or an ancillary claim.
French law is applicable to the exclusion of all international
conventions, in particular the Vienna Convention of 11 April 1980
on the international sale of goods.
