ARTICLE 1 – Scope

These General Terms and Conditions of Purchase apply to all of the orders from SAS Lombard-Mougenot.
These Terms and Conditions shall apply in their entirety upon acceptance of the order as the only applicable contractual conditions, the supplier waiving its own general terms and conditions of sale.
These GPC can only be modified by prior written agreement of our company and the supplier.

ARTICLE 2 – Contractual Documents

All orders of our company are governed by our general terms and conditions of purchase and may be supplemented by special conditions of purchase mentioned in the order or stipulated in a contract of purchase. The special conditions take precedence over the general conditions of purchase and other contractual documents. The special conditions, the general conditions of purchase, and the other contractual documents constitute the entire agreement between SAS Lombard-Mougenot and the supplier.

ARTICLE 3 – Order

3.1 - Purchase Order

All orders from SAS Lombard-Mougenot are made through a physical or paperless order form.

3.2 - Acceptance of the Order

Acceptance of the order by the supplier is effected by sending to our company an acknowledgement of receipt of the order, within 48 hours from the date of receipt of the purchase order.
Prior to receipt by our company of the acknowledgement of receipt, any order may be cancelled with immediate effect by our company by written notification to the supplier without resulting in damages.

3.3 - Order Change

Any modification, even minor, of the order must be the subject of a prior written agreement of our company and an amendment to the order.

ARTICLE 4 – Industrial and intellectual property rights

The supplier warrants that the supplied products do not infringe any patent, license, design or other intellectual or industrial property rights of any third party. The supplier declares to be the holder of all rights of use, manufacture and sale of the products and that SAS Lombard-Mougenot will have the right to use and resell the products.

The supplier agrees to defend our company against any claim or action for infringement of intellectual or industrial property rights belonging to a third party, to pay all costs incurred by our company for its defense against any claim or action, including a reasonable amount covering attorney’s fees, and indemnify our company for any damages, losses or damages suffered by our company arising directly or indirectly from such claim or action.

ARTICLE 5 – Prices, invoicing and payment terms

5.1 - Price

Unless stipulated in the special conditions, the prices of the products are fixed on the purchase order. They shall be firm and unadjustable and shall mean, for the products, "delivered duty paid – DDP (INCOTERM 2000)" at the agreed place of delivery. The price is always fixed and cannot be subject to any revision, indexation or adjustment according to currency fluctuations. Unless otherwise stipulated, the price includes packing costs as well as any other costs, risks or charges related to the execution of the order. No additional cost, of any kind whatsoever, will be authorised, unless our company’s prior written agreement is specifically indicated on the order form.

No price increase can be applied without the prior written consent of our company.

5.2 - Invoicing

Each invoice will be issued no earlier than the date of delivery of the products or the date of receipt of the services and must correspond to a purchase order. It must recall all the information on the order allowing the identification and control of the products. The invoice in 2 copies will be sent to the billing address on the front of the order as well as via email to the address mentioned.

Invoices which do not comply with the mentioned stipulations must be considered by our company as invalid and will be returned to the supplier.

5.3 - Terms of Payment

Unless otherwise stipulated in the special conditions, the products are payable by bank transfer, at 45 days end of month.

ARTICLE 6 - Rights and Obligations of the Parties

The supplier shall perform the service for the benefit of the company as specified in the purchase order.

The service must be carried out at the intended location and must include all transit and transport documentation as well as any other relevant documentation. It will be the responsibility of the supplier to obtain all import and export authorizations and any other authorizations, permits and licences necessary for the delivery of the supply(s).

SAS Lombard-Mougenot personnel may inspect the performance of the services before and/or during its performance and/or after delivery to ensure compliance with the General Conditions and specifications, as applicable. To this end, access to the supplier’s location will be guaranteed if necessary. Neither such inspection nor absence of such inspection will relieve the Supplier of its obligations under the Purchase Order. The Supplier shall keep the Company informed of the order progress and shall provide the Company (on its own initiative or at the Company’s request) with any progress reports concerning the order.

One or more defective, damaged or more generally non-conforming products may be rejected by the company, and in this case the company may avail itself of the remedies mentioned in Article VII). The performance of the service will be without prejudice to the remedies available to the company in the event of defects, damages, infringements or non-conformities that were not initially identified at the time of delivery.

The supplier shall procure and provide, at its own expense, the equipment, personnel and material necessary to supply the goods and shall ensure that they are maintained in good condition.

All goods, equipment and materials supplied by the supplier will be adapted and suitable for the purpose for which they are intended.

The Supplier shall request, obtain and maintain, at its own expense, all permits, visas and other authorizations (including, without limitation, authorizations related to the work of its personnel) necessary for the performance of the work in accordance with applicable laws and regulations.

ARTICLE 7 – Guarantee

The supplier declares and guarantees to the company SAS Lombard-Mougenot the following:

1- The delivered products shall be free from defects and shall meet the specifications, including, where applicable, the requirements for quantity, quality and intended use. Where the Purchase Order does not specify specifications, the execution will have to be in accordance with industry standards and fit the intended use

2- The goods will be free from any claims and rights of third parties;

3- Except where otherwise specified in the purchase order, the goods are new and free of defects;

4- The services will be carried out with all the care and skills required by duly qualified, competent and experienced personnel; and

5- The service will, at all times and in all respects, comply with the applicable laws and regulations.

The Supplier’s representations and warranty obligations under this Article shall cease twenty-four (24) months after acceptance of the Purchase Order.

In the event that the supply or any part thereof is found to be non-compliant with the specifications or the purchase order for a reason other than a defect or negligence attributable to the company, the supplier shall, at its own expense, (including all costs related to transportation notwithstanding the Incoterms agreed for delivery) and at the discretion of the company: i) provide full refund subject to return of goods; and/or (ii) repair or replace the goods to ensure compliance with the specifications; or (iii) re-perform the services within such time as the company may reasonably determine. If the Supplier fails to perform the Services again, as specified, the Company shall have the right to procure the provision of the non-compliant Services from a third party or to perform them itself at the Supplier’s expense, in which case the total liability of the supplier will be limited to the price.

To avoid any ambiguity, the supplier will not be responsible for any defect, damage or loss concerning the order that would be the result of misuse by the company in accordance with the specific operating conditions indicated in the purchase order.

The supplier will provide the order at the agreed location and delivery date. If the supplier is unable to supply the product or products on the agreed delivery date, the company (without prejudice to its other rights and remedies by judicial or extrajudicial means) shall have the right to claim conventional damages from the supplier, representing an estimate of the damage and not a penalty, equal (unless otherwise provided in the purchase order form) to two percent (2%) of the price for each complete week of delay, up to a maximum of ten percent (10%) of the price.

ARTICLE 8 - Transfer of ownership and risk

Unless otherwise stipulated in the special conditions, the transfer of ownership of the products takes place solely by the acceptance of the order by the supplier.
The risks related to the products are retained by the supplier until the actual delivery of the products to our company, or reception of the services by our company.

No retention of title clause stipulated by the supplier may be invoked or opposed to our company unless it has been expressly accepted in writing.

ARTICLE 9 - Confidentiality

Any schematic, plan, data, equipment, or other material and/or information provided by our company, or provided by the supplier but paid by our company as part of the product price, will be considered as confidential information belonging exclusively to our company.
The Supplier agrees to treat as strictly confidential any material and/or information belonging to our company disclosed for the purposes hereof and to prevent any communication or disclosure of the material or information to a third party without written consent prerequisite of our company.

Any written, oral communication or publication concerning the order or its content may not be made without the prior written consent of our company.
Upon completion of the order, the supplier undertakes to immediately return to our company, at its request, all confidential or non-confidential documents relating thereto, including computer files.

ARTICLE 10 - Insurance

The Supplier shall be exclusively liable to our company and third parties for any damage to property or other material damage, loss or damage resulting from the performance by the Supplier, its employees, agents or sub-contractors, obligations of the supplier under the order.
The supplier shall take out any suitable insurance policy in order to cover the consequences of his liability which may be incurred vis-à-visto our company and hereby agrees to defend and indemnify our company against any damages and other consequences of the supplier’s liability.

ARTICLE 11 - Subcontracting

The supplier may not assign and/or transfer, even free of charge, in whole or in part, the order, unless prior and express agreement of our company.
The order may not be subcontracted, in whole or in part, directly or indirectly, by the supplier without the prior express consent of our company.

If the supplier is authorized to subcontract all or part of the order to one or more third parties, he shall remain solely and entirely responsible to our company for the execution of the order and the general conditions of purchase. He will defend and indemnify our company from any claims of subcontractors.

ARTICLE 12 - Terminations

12.1 - Termination for Convenience

Unless otherwise stipulated in the special conditions, it is expressly agreed that our company may terminate in whole or in part, without the need to perform any legal formality and without giving rise to any right to compensation or damages of any kind whatsoever, without prior notice or particular formality(s), by informing the supplier of its decision, by simple registered letter with acknowledgement of receipt at any open order, whether of a determinable duration or of an indefinite duration, at any time, for personal convenience, upon notice of three (3) month, in accordance with Article 1134 of the French Civil Code and in accordance with the provisions of Article L.442.6.I.5° of the French Commercial Code.

The closed order is for a fixed period and is not subject to renewal.

12.2 - Termination for Fault

Unless otherwise stipulated in the special conditions, it is expressly agreed that our company may, without prejudice to the damages to which it may claim, terminate, in whole or in part, by registered letter with acknowledgement of receipt, any order in the case of partial or total non-performance by the supplier of any of its obligations under that order, after being served by registered letter with acknowledgement of receipt which has not been successful within 15 days of receipt. The termination shall take effect immediately.

ARTICLE 13 - Courts and applicable law

The supplier and our company will endeavour to settle amicably any dispute relating to the interpretation or execution of the order.
Unless otherwise stipulated in the special conditions, the applicable law is the law of the place of registration of our company.

The court of Dunkerque will have sole jurisdiction, even in the case of a warranty appeal or multiple defendants(s), for emergency proceedings, for interim measures or by application.