MAQUET SAS GENERAL TERMS AND CONDITIONS OF PURCHASE

Transcription

1 MAQUET SAS GENERAL TERMS AND CONDITIONS OF PURCHASE (Version July 2014) 1. DEFINITIONS «Conditions» means these General Terms and Conditions of Purchase. «Products» means products and / or services such as mentioned within the Order of, together with its packaging and the related documentation. «Order» means any order of Products placed by with the Supplier. «Supplier» means any company receiving an Order, such as represented by a duly authorized representative. and expressly acknowledges that it is familiar with its provisions, which must be read and understood prior to the performance of any Order. 3. PLACING & PERFORMANCE OF ORDERS 3.1 Orders only oblige if issued in writing. Order confirmation implying its acceptance must be sent back to within five (5) days following reception of the Order. 2. PREVALENCE OF THE CONDITIONS 2.1 Unless expressly agreed beforehand in writing by, et and notwithstanding provisions of article L of the French Commercial Code, the acceptance of each Order implies full acceptance by the Supplier of these Conditions without limitation nor restriction. Supplier expressly renounces to any contradictory provisions of its own commercial documents. Reception or payment of Products should not be construed as an acceptance of the general terms of sales of the Supplier. Non-compliance with any provision of these Conditions, even if tolerated, may not be considered as a waiver of the right of Maquet SAS to invoke such breach at a later date. 2.2 Supplier fully subscribes, without limitation nor restriction to the Getinge code of conduct (available on the website Supplier undertakes to accept any Order modification which may request through a written addendum referring to the initial Order. Pricing conditions may be adjusted in order to take into account modifications to be carried out, depending on rates and prices initially agreed. Supplier may not alter the terms and conditions of the Order unless expressly agrees to it beforehand. Should details or performing conditions of the Order raise doubts, Supplier undertakes to contact immediately, and in any case before the Order is actually carried out or performed. Supplier undertakes to check the plan index which may be mentioned on the Order before it is performed. Supplier may only initiate serial production of a Product after having received an approved for production drawing.

2 3.2 Supplier may not transfer or subcontract all or part of any Order to a third party unless it expressly agreed on by beforehand and in writing. 3.3 Supplier expressly authorizes to enter its premises with forty-eight (48) hours notice in order to check that Orders are adequately performed, or, as the case may be, to audit the Supplier s assembly line to make sure that Supplier abides by its obligations. 3.4 Supplier undertakes to satisfy Maquet SAS s Orders relating to spare-parts, components and other consumable for a ten (10) year time period as of the day Products are delivered. 4. PRICES Prices such as mentioned within the Supplier s pricing conditions when Order is issued may not be modified unless expressly agreed otherwise. Prices must include packaging costs, delivery costs, insurance costs and any applicable tax as the case may be. Prices may be specified in Euros or US Dollars only. SAS s decision to purchase the Product. Unless expressly agreed beforehand in writing, early or partial deliveries shall not be tolerated. Should there be a risk of late delivery of the Products, whatever the reason, Supplier is required to inform immediately, in order to enable to take any measure it may deem appropriate, and / or to cancel the Order if may wish, notwithstanding damages may claim to compensate the resulting loss. Any partial or total delivery carried out after the date mentioned on the Order shall also automatically be subject to a penalty amounting to one (1) % of the total Order amount (without tax) per day. 6. TRANSFER OF TITLE - RISKS Transfer of ownership and risks relating to Products shall occur when Products are delivered. Delivery shall be viewed as effectively carried out after full unloading of the Products at the agreed delivery place. Supplier shall bear all liabilities relating to breakage, damage or missing Products which may occur prior to delivery. 5. DELIVERY 7. PRODUCT CONFORMITY A delivery note must be issued in relation to each Order. Delivery notes must specify Order references in conformance with s nomenclature. Products must be delivered on the date and at the address mentioned on the Order. Supplier is obliged to abide by the specified delivery date, as it is a substantial condition of Maquet 7.1 Supplier is obliged to make sure that Products: - comply with Order details, comply with specifications of the commercial documentation of the Supplier for «standard» Products, or, as the case may be, comply with specifications of the technical file prepared by and

3 with the validated prototype previously agreed on by concerning Products specifically designed or assembled for ; shall be informed of any modification of the commercial documentation of the Supplier at short notice ; - comply with applicable norms and regulations, and with state-of-the-art technology, notably as far as product safety is concerned, without apparent or hidden defects in relation to their conception, components or processing techniques ; Supplier shall be responsible for monitoring a technological watch and shall inform Maquet SAS of the evolution of applicable norms ; - are delivered with the required technical and commercial documentation, on printed and digital support, which must necessarily include technical specifications, instruction for use, warnings, advice, cautions et other information relating to the contractual guarantee (spare-parts and labour), spareparts, consumable availability and after-sales service, so that Products can be used and sold with optimum efficiency and safety conditions. Such documentation must be available in French, or if requested in the English language. Should Products require the observance of specific precautions, concerning notably their handling, transportation, storage or use, Supplier shall inform of such precautions in writing prior to any delivery. 7.2 Should conformity of the Products to one or more of the above prescription be uncertain, Supplier undertakes to inform immediately in writing and reveal all faults, risks, hidden defects and non conforming issues, alleged or real, together with the measures it deems appropriate to solve such trouble. Should the Products prove to be defective, may demand replacement of defective Products by the Supplier at the latter s costs, or cancel totally or partially the initial Order, notwithstanding the right of to claim damages as the case may be. Defective Products must be taken back by the Supplier within thirty (30) days from the day it receives the non-conformance report. If not, related Products shall be returned to the Supplier at the latter s costs, the Supplier bearing related risks. Cross examination of the Products which are presumed to be defective may be demanded by or the Supplier in case of alleged non-conformance of the Products, in which case Supplier shall have to organize it within fifteen (15) days from the day such request is filed. 7.3 Products shall be deemed as accepted by after a reasonable time period so that may check their conformity in relation to the above Product specifications. 8. INVOICING AND PAYMENT Invoices such as issued by the Supplier shall be paid by bank transfer within 60 days from the day the invoice is issued, after deduction of accrued amounts Supplier may owe to, as the case may be. Price of Products shall be paid subject to the prior reception of an invoice conforming with applicable laws and regulations and identifying the Products designation, the Order reference issued by, together with Product

4 quantities, prices, delivery date and delivery address. 9. FORCE MAJEURE In case of event of Force Majeure which might differ performance of the Order, provided that such event is not the consequence of the Supplier s negligence, delivery date may be differed for a reasonable time period taking into account such circumstances. In case of event of Force Majeure which might differ the performance of the Order for more than thirty (30) days, may decide to cancel the Order, without any penalty nor indemnity on either side. 10. INDUSTRIAL PROPERTY 10.1 retains the exclusive ownership of technical studies, sketches, models, moulds, prototypes, equipment, tools, technical illustrations, nomenclatures, software, data bases, marks, logos, and generally speaking of all materials and pieces of information which may be transferred to the Supplier in relation to the performance of the Order (hereafter «Materials»). Materials must be viewed as strictly confidential. Supplier obliges to maintain, repair, and hand back to upon request Materials it will have received from, together with Materials Supplier may have designed in order to perform Orders, which are and will remain the exclusive, non-transferable and non-seizable property of. Supplier has to provide an adequate safeguard and / or back-up procedure in respect of Materials. Supplier shall correlatively not disseminate nor use, directly or indirectly s technology or any other confidential information or Materials it is given access to Supplier declares and guarantees that Products supplied in conformance with Orders do not breach nor infringe rights of third parties, are not counterfeited products, nor infringe any intellectual or industrial right whatsoever. Should Supplier become aware of a claim or of a potential claim in this respect, Supplier shall immediately inform, and take all necessary measures to prevent performance of counterfeiting or infringing acts Supplier shall in any case hold harmless and indemnify against all claims in this respect, and shall notably pay for expenses, legal fees, penalties and indemnities which may result from infringements in relation to the ordered Products. 11. INSURANCE Supplier is liable towards for any acts, errors, omissions, default or negligence, whatever their nature, which may arise in relation to the performance of Product Orders by the Supplier, its subcontractors, suppliers, agents, representatives and employees. Supplier must subscribe and maintain with a reputable insurance company an insurance policy covering all damages which may arise in this respect, and must be able to prove it upon request. 12. MISCELLANEOUS Should any section of these general terms and conditions of purchase be deemed illegal, void or non-enforceable, the remaining sections shall none the less remain binding and applicable. Each party shall view as strictly confidential any information it may receive from the other

5 party pursuant to their commercial relations, unless any Law provides otherwise. These general terms and conditions of purchase may be modified provided and on the substantial condition that related modifications are set within a written amendment referring to the present conditions and signed by a duly appointed representative of. 13. APPLICABLE LAW - JURISDICTION All Orders are subject to French Law. Supplier is liable towards for any acts, errors, omissions, default or negligence, whatever their nature, which may arise in relation to the performance of Product Orders by the Supplier, its subcontractors, suppliers, agents, representatives and employees. Supplier must subscribe and maintain with a reputable insurance company an insurance policy covering all damages which may arise in this respect, and must be able to prove it upon request. ALL CLAIMS, DISPUTES OR CONTROVERSIES WHICH MAY ARISE IN RELATION TO THESE GENERAL TERMS AND CONDITIONS OF PURCHASE SHALL BE EXCLUSIVELY REFERED TO THE ORLEANS COMMERCIAL COURT (FRANCE), EVEN IN CASE OF MULTIPLE DEFENDANTS OR OF CASES INVOLVING THE INTRODUCTION OF THIRD PARTIES. 11. INSURANCE party pursuant to their commercial relations, unless any Law provides otherwise. These general terms and conditions of purchase may be modified provided and on the substantial condition that related modifications are set within a written amendment referring to the present conditions and signed by a duly appointed representative of. 12. MISCELLANEOUS Should any section of these general terms and conditions of purchase be deemed illegal, void or non-enforceable, the remaining sections shall none the less remain binding and applicable. Each party shall view as strictly confidential any information it may receive from the other COMMERCIAL COURT (FRANCE), EVEN IN CASE OF MULTIPLE DEFENDANTS OR OF CASES INVOLVING THE INTRODUCTION OF THIRD PARTIES. 13. APPLICABLE LAW - JURISDICTION All Orders are subject to French Law. ALL CLAIMS, DISPUTES OR CONTROVERSIES WHICH MAY ARISE IN RELATION TO THESE GENERAL TERMS AND CONDITIONS OF PURCHASE SHALL BE EXCLUSIVELY REFERED TO THE ORLEANS