General purchasing terms
Article 1 – ORDERS
These purchasing terms set out the commercial relations between SNOP and its suppliers.
The supplier must confirm receipt of the order and agreement to it by return of post within eight (8) calendar days. Save in the event of express reserves specified by the supplier during this time, these purchasing terms shall be deemed to be accepted.
Until the purchase order has been formally accepted by the supplier, SNOP reserves the right to modify the quantities and delivery dates initially specified.
Similarly, once the purchase order or any framework document has been accepted by both parties, no subsequent modification will be possible in any circumstances whatsoever.
Article 2 – LEAD TIMES
Unless otherwise stipulated, lead times shall be taken to mean that the goods or services shall be delivered to or rendered at the address and on the date specified on the purchase order, DDP (ICC Incoterms applicable on the day of the order). These delivery times are a material element and must therefore be considered to be imperative.
Article 3 – DELIVERY
3.1 - When taking delivery, SNOP signs the delivery slip presented by the carrier on the premises specified in the list below: SNOP Gacé; SNOP Thiberville; SNOP Etupes; SNOP Cousance; SNOP Besançon; SNOP Estampacion; SNOP CZ (Pisek and Pohorelice); SNOP Izmit and any other site, which should specifically be added to the order or delivery schedule.
3.2 - All deliveries must be made with one delivery slip per order, on the supplier’s letterhead paper, stipulating the order number, goods to be delivered or services to be rendered, in the same terms (product description, specification etc.) as on the purchase order, and if applicable, the breakdown by crate or other packaging as well as the gross and net weights.
3.3 - In the event of damage observed during delivery or unpacking, the delivery slip is annotated with SNOP’s reserves. SNOP will notify the carrier according to the conditions set out in Article L133-3 of the French Code of Commerce.
Suppliers are to bear the cost of replacement, within the best possible time-frame, of products or goods identical to those which proved to be defective or damaged, or, subject to SNOP’s consent, repair of said products. Delivery becomes effective once the products have been replaced or repaired, as set out above and in any case on the day that SNOP signs the delivery slip without any reserves.
3.4 - Expenses related to storage, packaging, transport (including customs), handling, packing, unpacking, insurance and, in general, all costs resulting from delivery are necessarily to be borne by the supplier.
3.5 - SNOP hereby reserves the right to terminate by sending a registered letter all or part of any order not executed within the set timeframe, without compensation for the supplier who has failed to deliver. SNOP may nevertheless claim compensation for the damages suffered due to the supplier’s failure to deliver.
The quantities shall be those defined in SNOP’s purchase order. SNOP reserves the right to return any early or surplus delivery to the supplier at the latter’s expense, and to claim the missing quantities under the terms of the order.
Article 4 – CHECKING OF GOODS PRIOR TO DISPATCH
Prior to dispatching the goods, the supplier must ensure that the products meet the requirements expressed by SNOP. In the event that special tests are specified, a special test report must be drawn up.
Article 5 – PACKAGING
Packaging is deemed to be paid. It may not, in any circumstances, be returnable save in the event of prior written agreement. In the event of an agreement, this must be specified very clearly on all forms and invoices.
The supplier shall deliver the products in appropriate packaging according to the type of product, means of transport and storage with a view to delivering the goods in perfect condition.
Any damage (breakage, missing goods, defects etc.) to the products resulting from inappropriate packaging shall be at the expense of the supplier.
Article 6 - ACCEPTATION – RETURNS
Goods and services shall only be deemed to have been accepted once SNOP has checked for physical conformance to the clauses and specifications of the order or to the standards set out in the contract. Checks carried out on the suppliers’ premises by a government body or any organisation mandated by the company cannot in any circumstances constitute a derogation to this clause.
The supplier may not make any modification to the products, in particular a change of component, material, process or place of manufacture, unless SNOP gives prior approval.
In the event of non-conformance of the products to the order, SNOP reserves the right to return the products at the supplier’s expense and risks, and to demand the replacement or refund of any product or service not accepted, regardless of the application of the legal guarantee covering the goods or services delivered and accepted.
Article 7 – GUARANTEE
SNOP’s acceptation of the orders implies, for the supplier, the guarantee (parts, labour and transfer), at the place of delivery, against hidden defects, faulty execution, manufacture or installation, professional misconduct etc.
The supplier must remedy any defects in the goods with due diligence and wholly at their own expense. The supplier must also remedy any ensuing consequences for SNOP and SNOP’s clients.
In the event of the supplier being incapable of ensuring proper performance of this clause, SNOP reserves the right to have the necessary work carried out at the supplier’s expense without prejudice to the application of the termination clause.
Article 8 – LIABILITY
The supplier shall be liable for any damage whatsoever caused to SNOP, resulting from their non-performance of the contract.
Article 9 - PRICE AND TERMS OF PAYMENT
Unless otherwise stipulated, the prices indicated are firm, are not subject to modification, and apply to products delivered or services rendered to the address specified, postage and packaging paid and no taxes shall be applicable.
The term of payment is to be the delivery date, except in the event of applicable mandatory legislation.
Payment is to be made subject to conformance of goods and invoices to the specifications and clauses of the order.
All invoices must have been received by the end of the current month.
TWO copies of the invoices must be sent to the recipient to the address specified on the order, and must specify the order number, description and number of products or services, dates and references of the delivery slip as well as a breakdown of the price. A separate invoice must be drawn up for each purchase order.
Article 10 - PENALTIES FOR LATE DELIVERY
Any delivery that is more than eight days late may give rise to termination of the contract as set out in Article 11.
Article 11 - TERMINATION OF THE CONTRACT
In the event of serious failure to perform according to the contract, either party may terminate the contract further to notification without effect within 30 days.
Moreover, in the event that a supplier should prove incapable of executing the order in the deadline specified, SNOP may, further to notification without effect within 30 days, terminate the order and have a third party execute the order at the supplier’s expense. The supplier shall bear full responsibility.
ARTICLE 12 - FORCE MAJEURE
Neither of the parties to this contract may be held liable for late delivery or failure to execute an obligation of the contract should this late delivery or failure come as a direct or indirect result of a case of force majeure as understood by ordinary French law.
Article 13 - SETTLEMENT OF DISPUTES
In the event of failure to reach an amicable agreement, all disputes relative to this contract shall fall within the exclusive jurisdiction of the court at which the company is domiciled, even in the event of the introduction of third parties or a class action.
The contract drawn up between SNOP and the supplier is governed by French law. The Vienna Convention of 11 April 1980 governing the international sale of goods shall not be applicable.
