General terms of purchase
General terms of purchase
Article 1 – Scope
The purpose of these terms of purchase is to define the provisions to which the contracts concluded by ENTECH as buyer are subject.
In the absence of a clear and precise written agreement stipulating the contrary from ENTECH, these terms of purchase prevail over any other stipulations constituting the sales contract. The sales contract constituted with these terms of purchase and the specific stipulations freely negotiated by mutual agreement by the parties does not constitute a membership contract.
These general terms of purchase are made available to any SELLER on the website www.entech-se.com and are communicated to any SELLER by ENTECH before the creation of any contract.
Any beginning of execution of an order implies acceptance by the SELLER of these general terms of purchase.
The fact for ENTECH to omit to claim entirely or partially any right, power or privilege conferred on it under the terms of these general conditions of purchase cannot be considered as constituting a waiver of said right, power or privilege which can always be exercised at any time.
Article 2 – Acceptance of the contract
The SELLER was chosen by ENTECH because he is particularly competent to execute the contract under the best conditions. He has these skills in the form of patented or non-patented know-how.
The SELLER:
– recognizes his ability to execute the contract,
– accepts the contract in full knowledge of the needs and places,
– acknowledges having in its possession or having received from ENTECH all the information or clarifications it needs for the execution of the contract,
– recognizes the strictly confidential nature of the information and details communicated by ENTECH for the execution of the contract and refrains from any disclosure to a third party,
– renounces to take advantage of its own general conditions of sale or services.
Article 3 – Compliance with applicable standards
The SELLER is required to deliver one or more goods in accordance with the laws, decrees, regulations, standards and professional rules in force on the date and place of delivery to ENTECH within the contractual deadlines.
The SELLER undertakes to deliver one or more goods which comply with all legal and regulatory standards in matters of health and safety, to deliver all the corresponding certificates in good time, and to proceed if necessary with the development of protection systems to make the goods supplied compliant with the legislation.
Article 4 – Duty of information
With the exception of data which must remain confidential, the SELLER must transmit to ENTECH all information of a technical, industrial, economic or commercial nature necessary for the understanding of costs, technical risks, industrial processes applied and conditions of use. , operation, assembly, commissioning and maintenance of the goods sold. This transmission to ENTECH SE can in no case be considered as an interference by ENTECH in the performance of the contract.
The SELLER must ensure, if necessary, at the time of delivery of the goods, the training of the persons whom ENTECH has designated, in particular with regard to the operating procedures, safety instructions, and precautions to be taken.
Article 5 – Intuitu personae – Sub-contracts
The SELLER must not without the prior written consent of ENTECH :
– assign or transfer all or part of the contract even in the event of a merger, demerger, partial contribution of assets or dissolution without liquidation,
– form a joint venture, consortium or entity of any kind whatsoever for the completion of the contract,
– subcontract parts of the goods sold which fall within its specialty and which are entrusted to it because of its capability and / or personal experience.
The SELLER declares and guarantees that the sold item (s), like the materials and equipment constituting this or these sold item, are not subject to any retention of property for the benefit of the SELLER or a third party.
Article 6 – Failure to comply with its obligations by the SELLER
Without prejudice to the application of late penalties, if the delivery is not made in accordance with the contractual provisions, the SELLER will support the additional costs that occurred because of this failure (reservations, storage, etc.) and all expenses incurred to minimize its consequences (packaging, transport, handling, storage, etc.).
Article 7 – Transfer of risks
Risk transfer takes place upon delivery of the goods to ENTECH.
Until delivery, the SELLER is responsible for the custody of all the goods, materials, equipment and services constituting the property. All risks of loss, damage or destruction are exclusively borne by the SELLER who must subscribe to all the necessary insurance.
The SELLER undertakes all replacements and repairs.
Article 8 – Price
The price, its breakdown and the payment currency (ies) are defined in the contract.
The price is fixed and binds the SELLER. The price includes, without this list being exhaustive:
– all costs and expenses of all kinds,
– profit,
– all provisions for risks and contingencies,
– all charges, duties and taxes, fees and expenses of any kind relating thereto including without limitation,
– any duties and taxes, if any, applied to the item (s) by any tax authority in the country of the SELLER or its sub-contractors,
– all duties and taxes, customs duties and costs relating to the importation of parts of the goods in the country of the SELLER or its subcontractors.
In the event that the price is subject to value added tax (VAT), the contract will determine the terms of application. VAT will be invoiced at the appropriate deadlines.
Unless otherwise stipulated in the contract, the prices are firm and cannot be revised, even in the event of changes in the economic situation.
The contract may provide for a calculation of the price on the basis of unit prices and estimated quantities. In this case, the contract defines the adjustment rules and the quantities invoiced must strictly correspond to the application of these rules on a document approved by ENTECH. The unit prices are fixed, firm and not subject to revision.
Article 9 – Payment
Invoices must be sent in triplicate, include all the references of the contract and be accompanied by all the documents proving the performance of the obligations of the SELLER.
An invoice can only refer to a single contract and a single payment term.
According to legislative and regulatory provisions and the contract, invoices will be paid 45 days end of the month, after their receipt and the proper receipt of all the required documents.
ENTECH may automatically and without notice make the compensation between the amounts due to the SELLER and the penalties, debts or indemnities of all kinds for which the latter would be liable.
Article 10 – Late payment penalties
Any overrun of the key dates indicated in the contract will result in the application of the penalties defined in the contract. In the absence of such an indication, the following rates are applied to each key date:
– 1% (one percent) of the price for each of the first two weeks late,
– 2% (two percent) of the price for each of the following weeks.
These penalties are calculated on the total and final value of the contract. Any week started is due in full. The total amount of penalties due for delay is limited to 20% of the price.
If the item (s) contain several similar units on the same site, the penalties will apply independently for each unit.
Any period of time granted by ENTECH to allow the SELLER to bring the goods into conformity with the technical requirements of the contract does not exempt the SELLER from the payment of late penalties.
The application of penalties is automatic and without prior notice. Their amount can be retained by ENTECH at any time including when settling the last invoices.
When the total amount of the delay penalties calculated reaches the set cap, ENTECH is entitled to choose, to ask the SELLER for full reimbursement of the damage suffered during this period of prolonged delay, or to terminate the contract. The possible termination of the contract does not exonerate the SELLER from the payment of the penalties incurred up to this termination.
The penalties for delay and for technical failure are cumulative and do not exclude the right for ENTECH to claim damages for other causes for which the SELLER is responsible.
Article 11 – Liability – Insurance
The SELLER remains responsible, in accordance with law, with respect to ENTECH, as well as with third parties, for all direct or indirect damage caused by him, by his employees, by his subcontractors or because of its supply.
Any contractual limitation of the SELLER’s liability is excluded.
The SELLER undertakes to subscribe to an insurance contract covering the pecuniary consequences of his civil liability, for bodily injury, material or immaterial (consecutive or not to a guaranteed material damage) occurring during or after delivery, of a sufficient amount in view of the risks that the goods may entail.
In the case where transport is the responsibility of the SELLER, the latter undertakes to subscribe at his expense or to have his carrier subscribe an “all risks” transport insurance covering 110% of the value of the goods, from the departure from the factory to delivery location.
Before the start of the execution of the contract, the SELLER must deliver to ENTECH the certificates or insurance certificates covering all the above risks, for himself and for his subcontractors. The SELLER must obtain from his insurers and the insurers of his subcontractors a waiver of recourse against ENTECH and his insurers for damage occurring to his property and to the property to be entrusted to him.
ENTECH reserves the right to suspend payments to the SELLER until certificates are obtained, if these are not supplied on time or do not comply with contractual requirements.
Article 12 – Unforeseen circumstances
The additional provisions of article 1195 of the French Civil Code allowing the questioning of the conditions of a contract in the event of unforeseeable circumstances are expressly excluded by the parties.
Article 13 – Applicable law
The contract is governed by French law, even if the Seller is from a foreign country. By express agreement any clause of the general conditions of sale of the Seller which would be contrary to these stipulations, would be automatically canceled. In the event that these general terms of purchase are translated into one or more foreign languages, only the French version will prevail in the event of a dispute.
Article 14 – Disputes
All disputes to which the contract may give rise, relating to its creation, and / or its interpretation, and / or its execution and / or its termination, and / or its consequences and follow-ups, will be submitted at first instance to the exclusive jurisdiction of the French State materially competent in the jurisdiction of which the registered office of ENTECH is located, even in the event of interlocutory proceedings, calls for guarantees, multiple proceedings or parties, or incidental requests.
However, in the event that a dispute arises between ENTECH and a third party, involving or likely to involve the property sold, it is expressly agreed that at its option, ENTECH may:
– attract the SELLER in any judicial or arbitral proceeding,
– ask the SELLER to assist him before the judicial or arbitration court competent in his defense for the settlement of the dispute.
Any dispute between the SELLER and ENTECH under the contract or any other contract must not cause any suspension, delay or refusal of the SELLER to carry out the sale.