EUROSTAR ENGINEERING PLASTICS
GENERAL TERMS OF PURCHASE
The present General Terms of Purchase of EUROSTAR ENGINEERING PLASTICS (“GTP”) apply to any order and /or program of delivery in the following cases:
- In the absence of written General Terms of Purchase on the part of the Supplier,
- To complete the written Ge neral Terms of Purchase on Articles not covered by the latter,
- When the application to the GTP of EUROSTAR ENGINEERING PLASTICS is accepted by the Supplier and is justified by the nature of the transaction negotiated.
All supplies of Goods or services to EUROSTAR ENGINEERING PLASTICS are subject to prior regular ordering made concrete in writing by mail, fax or email.
The Supplier must confirm receipt of the order issued by EUROSTAR ENGINEERING PLASTICS. In case the Supplier does not confirm receipt of the order within two weeks after its receipt, EUROSTAR ENGINEERING PLASTICS reserves the right to cancel it without entitling the Supplier to any right to obtain any compensation whatsoever.
All reservations or restrictions formulated by the Supplier after the issue of the order will only be taken into consideration with the written permission of EUROSTAR ENGINEERING PLASTICS.
2. ORDER NUMBER
The order number must appear on all correspondence or on the Supplier's delivery, shipping and billing documents sent to EUROSTAR ENGINEERING PLASTICS as part of the execution of the service or, if not, a document attesting in an unquestionable manner the reality of the order must accompany the correspondence.
3. DELIVERY PERIODS
Unless otherwise stated, the delivery period refers to the time taken for "Goods to be delivered to the address written on the order" in the case of Goods, and to a period based on "a technical acceptance without reservations" in the case of equipments. As for the services, it refers to period needed for "services to be performed without reservations".
The delivery periods are the essence of the order. EUROSTAR ENGINEERING PLASTICS and the Supplier undertake to inform each other of all circumstances that may affect delivery dates.
Especially in the event of non-compliance with deadlines or poor product quality, even if only part of the order or of the program considered is affected, EUROSTAR ENGINEERING PLASTICS reserves the right, after formal demand remains without effect:
- to demand that the Supplier to provide a faster means of delivery, the cost incurred being prepaid in full by the Supplier.
- to shift back to the Supplier the penalties applied to EUROSTAR ENGINEERING PLASTICS by its own customers due to the failure of the Supplier and to apply to him late penalty fees up to a limit of 5% of the lot and / or the service ordered per week of delay, without affecting the rights of EUROSTAR ENGINEERING PLASTICS to get damages covering the sum total of its damage. The Supplier will then be able to come and take all the measures needed to ascertain the reality of the non-compliance to the deadlines at his convenience.
- and / or to cancel in its own right the balance of the supplies that are still to be delivered and / or of the service that remains to be performed in accord with the order or program considered.
- And / or to purchase from another supplier for the remainder of the order or program considered, at the expense and risks of the Supplier who failed to meet the deadline, who will then authorize EUROSTAR ENGINEERING PLASTICS to use its intellectual or industrial property without any restrictions or reservation and for free,
- And /or to require the delivery of the products concerned in their undenaturated state, EUROSTAR ENGINEERING PLASTICS reserving the right to get their order completed by a subcontractor.
Unless otherwise stated in writing, the Goods are to be delivered to the address indicated on the order, carriage and packing paid, and accompanied by a packing slip.
4. SUSTAINABLE DEVELOPMENT
EUROSTAR ENGINEERING PLASTICS attaches the highest importance to the provisions for the respect of Human Rights and Rustainable Development.
EUROSTAR ENGINEERING PLASTICS wants its Suppliers to expressly agree to contribute to its ambitions, particularly in the fields of ethics, social progress and environment protection. EUROSTAR ENGINEERING PLASTICS wants its Suppliers to transpose this commitment on their own supply chain. The Supplier agrees to comply with the regulations on illegal labor, child labor, forced labor and the right to unionize.
The Supplier shall report annually on the progress actions performed.
Unless otherwise stated on the Purchase Orders, designs and specifications, official standards shall apply to benefits which, in any event, must be conducted in accordance with good practice between professionals in the field considered.
The Supplier is responsible for the identification and application of the methods of verification necessary to obtain compliance and reliability required (when they are not specified in the Purchase Orders, designs or specifications), especially when this lie is defined by public standards. The Supplier shall keep written records and records of inspections, tests and verifications performed by him or by any agency authorized to certify compliance to norms and to provide them upon request from EUROSTAR ENGINEERING PLASTICS.
4.2 Security – Industrial hygiene
The Supplier undertakes to comply to the rules of safety to personnel and installations on all sites and to keep working for the continuous improvement of the working conditions of its employees. The Supplier shall be committed to taking all possible measures to protect health and safety, especially at the workplace and during transport, and to establish an effective program to ensure any sub-contractor it uses under this order will be in compliance with the provisions of this article.
The Supplier of Goods and / or services who uses his personnel in order to perform a service in a EUROSTAR ENGINEERING PLASTICS establishment, must, as may be necessary and after consultation with the ordering entity of EUROSTAR
ENGINEERING PLASTICS, draw a Prevention Plan in accordance with French Decree n°92-158 dated February 20, 1992 and inform his personnel of the requirements for environmental protection, industrial hygiene or work safety (including especially the rules of safety with regard to electricity, building, use of tools, hazardous products, and vehicles…) as defined in the Prevention Plan. The Prevention Plan shall be put into effect prior to the intervention in the establishment.
The access to the delivery site is defined by EUROSTAR ENGINEERING PLASTICS in a Security Protocol in accordance with French Decree n°2008-244 of 7 March 2008. EUROSTAR ENGINEERING PLASTICS shall provide the Security Protocol to the Goods Supplier. Providers have the responsibility to transmit and explain EUROSTAR ENGINEERING PLASTICS's security protocol to the firms they charter or have chartered. EUROSTAR ENGINEERING PLASTICS reserves the right to refuse delivery if the deliveryman is not in accordance with the Security Protocol. The content of this provision can be adapted to the type of transport involved and its associated regulations (ADR,…).
The Supplier undertakes to respect the rules on environmental protection and to implement the necessary actions to limit the impact on the environment by:
• the consumption reduction of energy and primary resources;
• the reduction of routine discharges in water, air and soil;
• the elimination of accidental discharges;
• the reduction of waste generated in the different stages of manufacturing and marketing and traceability of their elimination.
Working within the framework of this contractual obligation, the Supplier will:
• make available to EUROSTAR ENGINEERING PLASTICS the information and resources which might be required in the framework of procedures assesment and Sustainable Development audit conducted by EUROSTAR ENGINEERING PLASTICS ;
• implement within the agreed deadlines the compliance and improvement actions that may be required by EUROSTAR ENGINEERING PLASTICS in compliance with the observations made.
The Supplier shall also cooperate actively with EUROSTAR ENGINEERING PLASTICS for the implementation of measures for protection against fire.
The Supplier warrants that all the chemicals constituting or contained in Goods listed in the European Inventory of Existing Commercial Chemical Substances (EINECS) and the European List of Notified Chemical Substances (ELINCS) and standard rules and regulations thereunder, or all equivalent lists of any country to which the Goods are likely to be shipped or will likely pass through, as soon as EUROSTAR ENGINEERING PLASTICS will have notified the Supplier or that he will have become aware of this in any other way.
The Supplier warrants that each chemical substance constituting or contained in the Goods sold or given to EUROSTAR ENGINEERING PLASTICS is recorded if required pursuant to EU Regulation 1907/2006/EC ("REACH"), is not subject to restrictions under the Annex XVII of REACH and if subject to authorization under REACH, that this authorization has been obtained for the use made by EUROSTAR ENGINEERING PLASTICS. The Supplier shall inform EUROSTAR ENGINEERING PLASTICS if he decides not to register the substances subject to registration under REACH, which constitute or are contained in the Goods supplied to EUROSTAR ENGINEERING PLASTICS. The Supplier will monitor the publication by the European Agency of Chemicals from the list of substances subject to authorization under REACH (the "candidate list") and immediately notify EUROSTAR ENGINEERING PLASTICS if any of the Goods supplied to EUROSTAR ENGINEERING PLASTICS contains a substance officially proposed for inclusion in the candidate list. The Supplier shall provide EUROSTAR ENGINEERING PLASTICS the name of the substance as well as information sufficient to enable EUROSTAR ENGINEERING PLASTICS to use the Goods safely or to fulfill its obligations toward REACH.
The Supplier warrants that the Goods sold or transferred to EUROSTAR ENGINEERING PLASTICS do not contain any of the following chemicals: arsenic, benzene, beryllium, carbon tetrachloride, cyanide, trichlorethylene, tetrachlorethylene, methyl chloroform, polychlorinated biphenyls (French Decree No. 87-59 of 2 February 1987 amended on 18 January 2001 on PCBs and PCTs), no chemical or hazardous substance banned by the European Directive 2011/65/EU of 8 June 2011 ("RoHS"), no ozone-depleting chemical the use of which is restricted by the Montreal Protocol (including the trichloro-1, 1,1 trichloroethane, carbon tetrachloride, halons 1211, 1301 and 2402 , chlorofluorocarbons (CFCs) 11-13, 111-115, 211-217) ; no substance on the REACH candidate list or restricted under Annex XVII of REACH or any other chemical substance or hazardous whose use is subject to any restrictions in any other country to which the Goods are likely to be shipped or will likely pass through, as soon as EUROSTAR ENGINEERING PLASTICS will have notified the Supplier or that he will have become aware of this in any other way, unless EUROSTAR ENGINEERING PLASTICS, in accordance with the foregoing, expressly confirms and agrees in writing that the Supplier does not identify a valid exception to the restrictions on the use of such chemicals or hazardous materials in such Goods sold or transferred to EUROSTAR ENGINEERING PLASTICS. At the request of EUROSTAR ENGINEERING PLASTICS and within reasonable obligations of confidentiality allowing EUROSTAR ENGINEERING PLASTICS to meet its own obligations, the Supplier shall provide EUROSTAR ENGINEERING PLASTICS the chemical composition, including the proportions, of all substances, preparations, mixtures, alloys or Goods supplied under the order and any other information or data relating to their particular chemical properties including test results and information on dangerousness.
Pursuant to French Decree No. 96-1133 of 24 December 1996 and Article L231-7 of the French Labour Code, EUROSTAR ENGINEERING PLASTICS reminds the Supplier that it is prohibited to manufacture, process, sell, import, place on the national market, and transfer in any way whatsoever all varieties of asbestos fibers, whether these substances be incorporated into materials, products or devices or not. The non-observance of this prohibition engages the responsibility of the Supplier in both civil and criminal terms. Accordingly, the Supplier guarantees EUROSTAR ENGINEERING PLASTICS the absence of asbestos in all its products and components. In addition, the Supplier shall send to EUROSTAR ENGINEERING PLASTICS during product delivery a Certificate Of Conformity, which will be part of the reception.
The Supplier shall provide for all Goods and materials sold or transferred to EUROSTAR ENGINEERING PLASTICS, all relevant information including the Safety Data Sheets under five (5) years in the language and in the format required by Regulation (EU) No. 453/2010 according to the place of delivery of the Goods, as well as information that must be included on the label as required by REACH Regulation (EC) No 1272/2008 (CLP) or the Directive 67/548/EC as possibly modified, and any other applicable legislation or any other requirement of the countries to which the Goods will be shipped or will likely pass through, as soon as EUROSTAR ENGINEERING PLASTICS will have notified the Supplier or that he will have become aware of this in any other way.
The Supplier warrants that the Goods comply with the directives of New Approach of the European Union and all harmonized standards, including any arrangements having been transposed into the national laws of Member States. The Supplier shall provide the associated documentation to EUROSTAR ENGINEERING PLASTICS and to the supervisory authorities. The Supplier shall assume all responsibility created by these guidelines and standards or arising therefrom.
All delivery of Goods must be made during the opening hours of the reception service and at the place designated on the order. Until they reach their destination, the Goods travel at the risk and expense of the Supplier. The delivery slip on the printed form of the Supplier shall recall the elements mentioned in Article 2 above, the description of the Goods delivered under the same terms as those of the order sheet including, if applicable, the composition per pallet or other packaging, as well as gross and net weights. Unless otherwise specified on the Purchase Order EUROSTAR ENGINEERING PLASTICS cannot be held responsible for any delay in payment caused by a failure to submit a delivery slip upon delivery of the Goods or if the delivery slip is not properly filled or illegible.
In cases where the Goods supplied are subject to expiration, the Supplier shall write clearly the expiration date on each indivisible packaging of the Goods.
In case of delivery by a carrier, reservations shall systematically apply if the carrier does not wait until the Goods are unpacked.
6. ACCEPTANCE – RETURNS
All services or deliveries shall be deemed accepted after verification of their compliance with the terms and specifications of the order, as well as current standards. In cases Goods are delivered, and after implementation and whenever it proves necessary, the technical acceptance will have to be validated without reservations. Verification carried out at the facilities of the Supplier by an administration or by any other organization cannot in any way constitute derogation to this clause. Goods which quality is not in accordance with the Purchase Order may be refused, unless otherwise agreed, within thirty (30) days following the implementation or commissioning. After this period, they will be deemed accepted.
Rejected Goods shall be removed by the Supplier, at the Supplier's expense, within eight (8) days of the notification letter sent to the Supplier. After this time, EUROSTAR ENGINEERING PLASTICS reserves the right to either return the Goods to the Supplier, or to store them at the expense and risk of the latter.
When the products have been recognized non-compliant, EUROSTAR ENGINEERING PLASTICS will then be entitled to require, in its sole discretion and without waiver of damages:
• The cancellation or suspension of the balance of current supplies;
• The replacement of the products under investigation within an agreed period;
• The performance of sorting or re-working at the expense and under the responsibility of the Supplier;
• The reimbursement of costs incurred by EUROSTAR ENGINEERING PLASTICS or by the final customer due to non-compliance. The Supplier shall undertake to bear the financial consequences and compensate EUROSTAR ENGINEERING PLASTICS upon receipt of the invoice.
The Supplier guarantees that the delivered products and / or services performed conform to the specifications and contractual specifications and more generally with current laws and regulations.
The Supplier guarantees that the delivered products are brand new, of high quality, free from defects in material, design or workmanship and perfectly adapted to the purpose for which they are intended.
The Supplier is responsible for defects or faults in its products, in accordance with applicable law and its contractual obligations. It will therefore guaranty EUROSTAR ENGINEERING PLASTICS against any claim of any nature whatsoever which may be made in this respect and will take care of all harmful consequences that might result to EUROSTAR ENGINEERING PLASTICS and / or third parties and undertakes in particular to participate actively and financially in any possible recall campaign.
The Supplier shall promptly notify EUROSTAR ENGINEERING PLASTICS of any defect it has itself found in its products to reduce harmful consequences. He shall commit himself to fully fulfilling his civil responsibilities and to inform spontaneously EUROSTAR ENGINEERING PLASTICS of his coverage conditions.
For deliveries of equipment, the Supplier undertakes to ensure proper operation for a minimum period of 12 (twelve) months from the date of commissioning. The Supplier undertakes accordingly throughout this period to ensure at its own expense and upon request of EUROSTAR ENGINEERING PLASTICS the maintenance, repair or replacement of products, parts or defective services, as it is hereby made clear that this warranty means that the Supplier undertakes to bear all costs associated with the repair or replacement of said parts (labor costs, travel, accommodation and, if applicable, penalties and / or damages applied to EUROSTAR ENGINEERING PLASTICS by its clients, etc.).
The Supplier warrants EUROSTAR ENGINEERING PLASTICS against any third party claim related to the delivered products and / or services and agrees to assume at its own expenses and risks the defense in court, paying or reimbursing at first demand, all costs, expenses and damages.
The Supplier agrees to purchase from a reputable insurance company:
• A professional liability insurance policy;
• A civil liability insurance policy before and after delivery;
Insuring him the reception of sufficient amounts to cope with the financial consequences of civil liability he may incur in the event of physical injury and material and consequential damage, consequential or otherwise, caused to EUROSTAR ENGINEERING PLASTICS, customers of EUROSTAR ENGINEERING PLASTICS or third parties in the performance of one or more orders.
The Supplier undertakes to deliver certificates of insurance policies and payment of premiums at the first request of EUROSTAR ENGINEERING PLASTICS. Taking out such insurance policies does not limit the liability of the Supplier.
In case the Supplier does not assume its obligations as defined in the Purchase Order to the satisfaction of EUROSTAR ENGINEERING PLASTICS, the latter is entitled to cancel the current Purchase Order after the formal demand of EUROSTAR ENGINEERING PLASTICS to the Supplier to perform his obligations in accordance with contractual terms remained without effect for 15 (fifteen) days. EUROSTAR ENGINEERING PLASTICS may then decide that all or part of the order be continued by a third party at the expense and risk of the Supplier. It is the obligation of the Supplier to leave at the disposal of EUROSTAR ENGINEERING PLASTICS the equipment, materials and technical documentation it deems necessary for the completion of the purpose of the order.
Unless otherwise provided by EUROSTAR ENGINEERING PLASTICS, prices listed on the order are fixed and not subject to revision. For deliveries of Goods, prices are understood as including the delivery of the Goods to the specified location, the postage and packing, net of all fees and taxes. Packaging in particular cannot be implemented without the prior written consent of EUROSTAR ENGINEERING PLASTICS. The packaging of the Goods delivered shall meet the specifications defined in the specifications or quality standards required by the nature of the Goods. Otherwise, EUROSTAR ENGINEERING PLASTICS reserves the right to reject the Goods delivered. If the Supplier fails to give EUROSTAR ENGINEERING PLASTICS the documents enabling the latter to evade associated costs applicable to the delivery, he will be required to repay the amount to EUROSTAR ENGINEERING PLASTICS who will then deduct it from his payments.
The backorders will be charged at the price of the initial order.
Invoices must be issued and sent to EUROSTAR ENGINEERING PLASTICS by mail or email after the delivery of the Goods or performance of the service. They are established in accordance with the Purchase Order of EUROSTAR ENGINEERING PLASTICS and must include the order number, the description of the Goods delivered or the service performed, and the dates and references of the delivery slip. Unit prices are shown excluding VAT. Each purchase order calls for an invoice.
Supplier invoices shall be in accordance with the legislation in force and in particular in accordance with the French Decree No. 2003-732 relating to invoicing rules published in the Journal Officiel of 9 July 2003. Unless special conditions have previously been established in accordance with EUROSTAR ENGINEERING PLASTICS (e.g. invoices summary), a single invoice will be drafted for each delivery of Goods or service provided.
Supplier payments are made (subject to the compliance of the supplies or services as described in Article 5) under the conditions agreed upon with EUROSTAR ENGINEERING PLASTICS and appearing on the contract or purchase order relating to the service provided.
The terms of payment are set to 45 (forty-five) days end of month from the date of issue of the invoice.
Supplies performed for EUROSTAR ENGINEERING PLASTICS are payable by bank transfer with discount of:
• 1.5% for payment made 15 days from invoice date
• 0.5% for payment made within 30 days of invoice date
In the event of late payment, but subject to the perfect execution of the service or the conformity of the delivery, the parties agree that the interest rate on late payment penalties will be 3 (three) times the legal rate.
14. TAX AND SOCIAL CHARGES
The Supplier warrants to EUROSTAR ENGINEERING PLASTICS that its situation is regular toward the tax administration and social welfare organizations. He declares that he has fulfilled the different obligations set out in Articles L. 1221-1210, L. 1221-1213 and L. from 1221 to 1216 and following the French Labor Code and hereby certifies that the work will be done by workers in a regular situation. He guarantees EUROSTAR ENGINEERING PLASTICS against any claims in this regard.
15. INDUSTRIAL PROPERTY
All providers who render a service whose design is property of EUROSTAR ENGINEERING PLASTICS is not allowed to transfer the fulfillment of the order to third parties, to modify all or part of the manufacturing process without the prior written consent of EUROSTAR ENGINEERING PLASTICS.
Unless otherwise agreed, the Supplier shall not communicate to any person, or use for himself or for a third party without prior written consent, any record, document or tool that EUROSTAR ENGINEERING PLASTICS may have handed out to him or that he may have produced for the exclusive use of EUROSTAR ENGINEERING PLASTICS. Upon request, the Supplier undertakes to restore without delay and in particular after the termination of the service at the end of the contract, any record, document, equipment or equipment that have been made available to him by EUROSTAR ENGINEERING PLASTICS. EUROSTAR ENGINEERING PLASTICS will derive benefits, in connection with the execution of the order, from a free unlimited, exclusive license transferable to industrial commercial or research purposes on inventions, patents, designs, trademarks and utility models, as well as all other industrial property rights resulting from the execution of the order.
16. TRANSFER OF RISK AND PROPERTY
For Goods, the risk transfer will occur during delivery without reservation in the place defined by EUROSTAR ENGINEERING PLASTICS. The insuring of the Goods is the responsibility of EUROSTAR ENGINEERING PLASTICS immediately from that time.
The transfer of ownership will take place immediately upon acceptance of the Goods concerned in the place defined by EUROSTAR ENGINEERING PLASTICS as defined in Article 6 above. No retention of title clause stipulated by the Supplier can be opposed to EUROSTAR ENGINEERING PLASTICS unless it has been expressly agreed in writing.
17. FORCE MAJEURE
Neither party shall be liable for any failure in any of its obligations if such failure results from force majeure or unforeseeable circumstances which render impossible the performance of its obligations under the Article 1148 of the French Civil Code and the definition used by the French law.
The party invoking force majeure shall inform the other party without delay by registered letter with acknowledgment of the occurrence and cessation of the event or circumstance qualifying as force majeure.
In case of occurrence of such events, the parties shall endeavor in good faith to take all reasonable steps to continue the execution of the contract.
The Purchaser Orders emanating from EUROSTAR ENGINEERING PLASTICS shall never give rise to direct or indirect advertising in any form whatsoever.
However, after prior written agreement from him, EUROSTAR ENGINEERING PLASTICS may be mentioned in the context of corporate communication.
Evaluation of selected Suppliers will be performed annually to verify their compliance with CGA. The efforts made in their activities to promote the protection and improvement of the environment will hold an important place in the ratings. The results of the evaluations will be communicated to Suppliers and, where necessary, the requests of an improvement plan. The failure to produce an improvement plan will trigger the termination of the contract.
20. APPLICABLE LAW – ALLOCATION OF COMPETENCE
ENGINEERING PLASTICS EUROSTAR and the Supplier shall undertake to seek to settle amicably any dispute or complaint concerning the present GTP. Failing agreement within a reasonable time, any dispute relating to the interpretation, performance or termination of the order or the purchase contract will be brought before the Commercial Court of Pontoise (France), which shall have exclusive jurisdiction, regardless of the place of delivery and mode of payment agreed upon between the parties or in case of warranty claim, multiple defendants or counterclaim.
The applicable law is the French substantive law to the exclusion of all international conventions, including the Vienna Convention of 11 April 1980 on the International Sale of Goods.
Made in Fosses, on February 21, 2013