General Purchasing Conditions

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Preamble

These Terms of those General ATEME Purchasing Conditions are intended to define the conditions under which the Supplier undertakes to deliver the equipment, materials, and perform the service or services in accordance to the technical specifications and / or fixed or referred in the purchase order coming from ATEME which control the general buying conditions are attached.

These General Purchasing Conditions apply to all ATEME Purchase orders.

1. Definitions :

  1. Purchase Order: It’s the mean/link to those General Purchasing Conditions and the Order form from ATEME
  2. Supplier: It means the natural or legal person who, for acceptance and / or execution of the Purchase Order undertakes to deliver the indicated ATEME supplies.
  3. Supplies: It means the obligation of the Supplier, subject to the Order, the supply of goods, or completion of one, or more services.
  4. Parties: it means together or individually (s) supplier (s).
  5. Contract: It expresses the entire agreement between the parties for the supplies. It supersedes all proposals, communications, written or oral concerning the same subject.
  6. The Parties exclude the general application of sale provider, present in quotations, purchase deliveries, invoices or other document from the provider.

2. Contractual Documents :

  1. The purchases includes, but not limited to, the following documents, in order of decreasing priority:
    • Purchase order.
    • These General Purchasing Conditions ATEME.If applicable, the contract or framework agreement, concluded under the Order.
    • The amendment (s) of the contract or of the Agreement.

3. Purchase Order :

  1. All purchases must have an official order issued by ATEME, signed by a duly authorized representative. No order shall be considered concluded with a supplier without having been duly accepted with the following dispositions.
  2. The Supplier shall acknowledge receipt of the Order in writing, no later than eight (8) calendar days after the date of issue. At expiration of eight (8) days, the Order is deemed accepted by the Supplier.
  3. The acceptance of the Order by the Supplier implies acceptance of references, price, and delivery times, described in the Purchase Order. Any changes decided by a mutual agreement prior to the acceptance of the Purchase Order and must include in its final wording.
  4. Before receipt of the supplier acknowledgment, any Order may be canceled by ATEME by written notice to the Supplier with immediate effect at any time without prior notice or formality (s) particular (s) and without entitlement to any compensation or damages or interest of any nature whatsoever.
  5. Acceptance of the Order or any commencement of execution by the supplier implies acceptance of these General ATEME Purchasing Conditions, and renunciation by the Supplier of its own sales conditions.
  6. The order remains valid for the time necessary to complete execution of it.

4. Deliveries and execution delays:

  1. Delivery and execution are set out in the Purchase Order, its specify delivery dates and these mean supplies delivered at customer location. The acceptance by the Supplier of the Purchase Order takes its commitment to meet deadlines and delivery dates as defined.
  2. If the supplier is not able to meet the delivery and execution date, it shall notify in writing to ATEME by providing an explanatory record and proof of causes and measures taken to solve this potential delay.
  3. In case of delay due to Supplier on execution dates set, ATEME may without prior notice, apply penalties for delay due, unless otherwise provided in special conditions, two percent (2%) of the total amount excluding tax of the value of the supply delay per week of delay, to a maximum of 15% of the total amount of the Purchase Order.
  4. Penalties will be automatically deducted from the amounts owed by ATEME under the Purchase Order.
  5. The payment of the above penalties may not exempt the supplier to perform its obligations under the Purchase Order.
  6. In case of late delivery, ATEME may request the Supplier at its own expense to deliver to another place than specified in the original Purchase Order.

5. Packaging and shipping documents applicable to the delivery:

  1. Unless special packaging required by the Buyer in the Purchase Order, supplier shall deliver the products in appropriate packaging, given the nature of the products and to take precautions and to protect the products against the weather, corrosion, accidents loading, transportation constraints and storage, vibration or shock etc. In all cases, the products must be sealed, packaged, marked, and usually prepared for shipment (i) in accordance with commercial practice, (ii) acceptable by carriers for shipment at the lowest cost, (iii) adapted in order to ensure the arrival of products in good condition at their destination.
  2. In cases where the Supplier must perform specific packaging, it should be carried out according to the relevant instructions of the Buyer.
  3. The Supplier shall mark all packages and containers with all lifting instruction, handling and transport needed, identifying and clearly mark items that require care, storage and / or conditions of specific transport and indicating the precautions to take. Supplier shall label each package and container with shipping information, purchase order number, the shipment date, the names and addresses of the consignor and consignee.
  4. Supplier shall be considered solely responsible for any damage to the products or any additional expense, caused by packaging, improper or inadequate marking or labeling, unless damages or expenses are due to special packaging instructions, marking or Labelling provided in writing by the buyer.
  5. Upon delivery of the Products, the Supplier shall send to the Buyer at the time of the shipment, a delivery notice in duplicate indicating (i) the date and the complete reference of the Purchase Order, (ii) full address of the respective warehouses of the consignor and the consignee, (iii) a detailed description of products, (iv) the total number of packages in the shipment, (v) the identification of gross and net weight of each package (vi) the means of transport and, (vii) the date of shipment.
  6. The delivery method and the respective obligations of the parties shall be indicated in the Purchase Order, subject to Incoterms 2010. Unless otherwise indicated, the transport of products will be done at the risk and expense of the Supplier.
  7. In all cases, Seller shall provide a suitable insurance covering the products up to their arrival at the premises of the Buyer or any other destination approved by it.
  8. If delivery to third parties, a delivery of copy referred by the third party must be returned by the Supplier to ATEME.

6. Reception

  1. ATEME reserves the right to reject a delivery of the products by letter, email or fax in case of non-compliance, such as products delivery terms specified in the Purchase Order.
  2. No payment shall be due from the Supplier for any ATEME product (s) rejected.
  3. Product delivery which is refused, have to be taken by the Supplier at its own expense and risk within seven (7) days of refusal notification by ATEME.
  4. ATEME reserves the right to refuse goods delivered 30 days after the date of receipt:
    • In case of non-compliance with the specifics of the Purchase Order.
    • In case of manifest lack of supplies.
    • In case of no presentation of the checklist of control or testing of the products delivered.
  5. The supplies delivered and accepted shall be paid in the period in accordance with the Purchase Order.

7. Prices, invoice and payment terms :

  1. Unless otherwise specified in the Purchase Order, the prices mentioned therein are without taxes, firm and final for the supplies delivered under the conditions in the Purchase Order including packaging, transportation, insurance, unloading, and handling.
  2. Invoices have to be sent to ATEME into two (2) copies; they must bear the Purchase Order reference, the line number, description, number of items, unit price excluding taxes, date and delivery order number.
  3. Unless otherwise agreed by ATEME, invoices are payable at the option of either ATEME
    • 60 days from invoicing date.
  4. In case of off-invoice discount, the amount of VAT will be deducted accordingly
  5. ATEME reserves the right to suspend all or partially the payment until the complete execution of the Purchase Order.

8. Warranty :

  1. At the date of delivery and for a period of twelve (12) working months, the Supplier remains responsible for any failure to ATEME affecting the proper operation and / or the use of supplies and regardless guarantees referred below.
  2. The Supplier warrants that all supplies executed and / or delivered with respect to the Purchase Order comply with the specifications thereof and free from defects in structure, manufacturing or installation and conform in all respects to the requirements of both control and requirements prescribed by the laws, regulations and standards in the location of delivery. The Supplier warrants that the goods are suitable for the purposes for which they were purchased by ATEME.
  3. Besides the legal warranty against hidden defects, acceptance of orders by the Supplier implies to remedy any defective supplies at its own expense and risk, and bear all costs and expenses incurred by ATEME because of such default, including those of replacement and / or repair of all adjacent components and related transportation costs.

9. Ownership and risks transfer :

  1. Unless otherwise agreed in writing by ATEME, ownership of goods is transferred to ATEME when ATEME recognize compliant the products delivered.
  2. The transfer of ownership of all service provision constituting supplies will take place as of right and when realizing them
  3. The transfer of risk takes place after unloading of the supply at the delivery place designated in the Purchase Order by ATEME.

10. Intellectual Property and Privacy:

  1. The Supplier guarantees that the object of the Purchase Order does not constitute an infringement of pre-existing rights of industrial or intellectual property of third parties.
  2. The Supplier undertakes to cover ATEME against any claim or action brought by the recipient a right of industrial or intellectual property in the administration or use of the product/service and to compensate ATEME of all costs and benefits of any kind that could be charged to the latter in any way due to this supply.
  3. The Supplier grants ATEME and any company authorized by the latter working in its local non-exclusive right to use the software, part of the supply, without limitation territory and for the legal term of copyright.
  4. The Supplier agrees not to reproduce, communicate to any person or exploit for itself or a third party without prior written consent any record, document or equipment provided by or would have done on behalf of ATEME.
  5. In the case of control by including a specific study or development ATEME acquires sole and exclusive full ownership of all results; patentable or not, and intellectual property rights resulting from the Purchase Order and may only file the corresponding applications as intellectual property.
  6. The Supplier shall disclose to third parties other than those who are qualified to know under the Order, documents, specifications, plans and other information written and / or oral collected during the execution of the accordingly controls the Supplier undertakes to enforce the interdiction against persons and / or companies with which it is related.
  7. ATEME reserves the right to submit any Purchase Order prior to the signing of a non-disclosure agreement concerning the information that should be communicated as part of this Purchase Order.

11. Liabilities, Insurances

  1. The Supplier is responsible for all personal injury, material and immaterial caused to ATEME by third parties and supplies of the Purchase Order.
  2. Without limiting in any way the responsibility incurred by the Supplier hereunder, the Supplier shall subscribe and maintain in force an insurance policy with appropriate guarantees and capital, in respect of the risks and for the total duration of the Purchase Order. It will ensure not limited to, damages to its assets, its personnel and damage to ATEME and third party which would be responsible hereunder (Liability before and after delivery or professional civil liability). The Supplier shall provide satisfactory evidence to ATEME with its property and business are adequately insured to at least two million limit against all risks of loss or damage.
  3. The Supplier undertakes to provide ATEME at its request, the certificates corresponding to the above guarantees, detailing the events and hedged equity.

12. COMPLIANCE ON THE ENVIRONMENT

  1. The supply must be in compliance with European and national regulations and standards of hygiene, including safety and environmental (non-exhaustive) for dangerous substances and preparations (REACH, RoHS, asbestos, … .), waste (packaging, WEEE, …), noise, electrical protection, electromagnetic / ionizing / optical radiation, vibration and any other nuisance. It will be the same for the exercise of supplier activities.
  2. The supplier undertakes to inform ATEME of any non-compliance with regulations such as mentioned above and compensate ATEME any consequences resulting from non-compliance with the supplier obligation described in this article.
  3. All of these obligations requires to the suppliers themselves but also to their own suppliers and subcontractors

13. RESPECT FOR LABOR LAW

  1. The Supplier agrees not to offer for sale products that could have been made in violation of the interdiction of illegal labor, the work of minors or with the international labor standards defined by the International Labour Organization.
  2. According to French law, the supplier hereby confirm to not be exposed to illegal employment offenses, haggling, illegal labor loan, use of a stranger missing work permit, foreign labor trafficking.
  3. The Supplier shall in particular provide its own employees, a working environment safe and healthy, taking into account the legal and regulatory standards in terms of health and safety and non- discrimination.
  4. All of these obligations require to the suppliers themselves but also to their own suppliers and subcontractors. Traceability of products and services can be performed.

14. Assignment Purchase Order

The supplier shall be solely responsible in respect of ATEME of the execution of the terms described in the Purchase Order; it cannot assign or transfer to a third party, in whole or in part without prior a written agreement from ATEME. ATEME is free to assign, transfer, in whole or in part, its rights and obligations under the Purchase Order.

15. Disputes Settlement :

The Purchase Order is governed by the French laws and regulations.

All different between the Parties concerning the execution of the Purchase Order that could not be resolved friendly will be arbitrated by the qualified courts of Versailles (78) France.

Ateme