1. Scope
These GTC apply to all WE purchases, whether of tools, equipment, parts, components, assemblies and sub-assemblies, raw materials, or services (the “Supply( s)”) and apply to all orders placed by WE to the extent that derogating conditions are not negotiated. These overriding terms may be on the order form itself or in a separate written agreement. The provisions of these T&Cs, deemed to be accepted as they stand unless they are amended by negotiation in consideration in particular of the general terms and conditions of sale of the supplier (the “Supplier”), then prevail over the latter. Order (the “Order”) means the purchase order issued by WE , these GTC,
2. Order
The Supplies must be the subject of an order form. The Order is sent by post, fax or any agreed electronic means. Acceptance of the Order by the Supplier is made by sending an acknowledgment of receipt, by mail, fax or any agreed electronic means, no later than eight (8) working days from the date of the Order. Any Order for which receipt is not acknowledged but which is executed by the Supplier, in whole or in part, shall be deemed accepted.
By accepting the Order, the Supplier undertakes to supply and/or execute the Supplies according to the procedures of WE ‘s Safety Management System (SMS) and any other Quality procedure implemented and existing at the time of the Order and during execution of the Order, and brought to the attention of the Supplier.
3. Specific Supplier Obligations
3.1 The Supplier undertakes that the Supplies to be delivered will be produced in accordance with the laws, regulations and standards in terms of health, safety, environmental protection and labor law in force in each of the States involved in their production. In particular, in France, the Supplier undertakes to comply with the regulations relating to the prohibition of concealed work and to provide WE , on first request, with the documents required by the legal and regulatory provisions certifying that the Supplier’s employees are employed regularly. In addition, the Supplier will adopt in the conduct of its business the rules of ethics set out in the United Nations Global Compact relating to human rights, labor standards, the environment and the fight against corruption and those contained in the Code of Ethics of the TOTAL group to which WE belongs. The Supplier’s commitment to know and meet the requirements of the Code of Ethics and to submit to the rules and procedures enacted for its application by all WE ‘s business partners, is a determining condition for the maintenance of business relations between WE and supplier.
The Supplier, as a professional in his specialty, undertakes to provide WE with the recommendations and warnings necessary or useful for the quality and safety of the Supplies, to make all recommendations taking into account the use for which they are intended, and make any proposals likely to improve the quality or cost of the Supplies.
As a professional aware of the constraints of the maritime industry, particularly in terms of quality, costs and deadlines, he undertakes to generally comply with the standards and practices of this industry, particularly for all equipment included in directive 96/98CE and its annexes A.1 and A.2, as well as equipment listed in SOLAS.
3.2 The Supplier undertakes to respond as soon as possible to any request for information from WE on the Supplies and to certify their origin and composition. In all cases, the materials are CE certified and do not contain asbestos.
3.3 WE may at any time submit to the Supplier a request for modification of the Documents with a view to making changes either to the characteristics of the Supply, or to its production process, or to the packaging or logistics specifications. The Supplier must, without delay, provide WE with a feasibility proposal with timetable, together with an analysis of the possible consequences on the quality/reliability of the Supply and the impact on the delivery date. This analysis will be the subject of a discussion between the parties within a period that will take into account as much as possible the planned implementation date, in order to seek a balance as to the technical and economic implementation methods of the modification envisaged. . If at the end of this discussion,
3.4 The delivery time indicated in the Order is an essential element of the Order and strict compliance with it is binding on the Supplier once it has accepted the Order. The Supplier shall be liable for direct or indirect, material or immaterial damage that a delay in delivery may have caused to WE and for the additional costs generated by an order for Supplies from a third party intended to compensate for a prolonged inability of the Supplier to deliver.
In addition, WE may exercise its right to terminate the Order in accordance with Article 12.
3.5 If the Supplier is called upon to intervene on a vessel managed by WE , the Supplier undertakes to comply with the internal regulations in force, the legal and regulatory provisions applicable in particular with regard to health, safety, labor law and employment relating to work carried out in an establishment by an outside company. It is understood that these same obligations apply to any subcontractors of the Supplier. The Supplier will remain solely responsible for its personnel called upon to intervene on the vessel managed by WE and will be responsible for the remuneration, direction and management of this personnel.
3.6 The Supplier is personally responsible for the validity of its intellectual property rights relating to the Supplies as well as the free use of the Supplies vis-à-vis the intellectual property rights of third parties. The Supplier guarantees WE against any claim and/or claim from third parties which would be based on counterfeiting, unfair competition or any similar action and which would have as its object or could have the effect of prohibiting, limiting or modifying the use of the Supplies. by WE .
4. Prices, Invoicing and Terms of Payment
4.1 Price
The applicable prices are those mentioned in the Order. They are firm and agree, unless otherwise agreed on the order form, “delivered duty paid – DDP – Incoterms 2010” at the place of delivery of the Supplies indicated in the Order. The prices are fixed and remunerate the Supplier for all costs, risks, charges and obligations of any kind and take into account all the constituent elements of the Order.
They cannot be modified in any way without the express agreement of both parties.
4.2 Invoicing and Payment Terms
The invoice must recall all the indications appearing in the Order allowing the identification and control of the Supplies. The invoice must imperatively be sent to the billing address appearing on the order form.
Unless otherwise agreed, in France, the payment period for Supplies is 60 days from the date of issue of the invoice.
5. Packaging and Shipping Document
The Supplier shall deliver the Supplies with packaging adapted to their nature, the mode of transport used and the storage, with a view to delivery in perfect condition. The Supplier shall be liable for damage (breakage, missing items, damage, etc.) which may be due to unsuitable or improper packaging. Each packaging unit must include on the outside and in a legible manner the information prescribed by the applicable regulations, particularly in terms of transport, as well as indications relating to special handling or storage conditions. Mentions will also recall the number of the Order, the names and addresses of the sender and the recipient (vessel), the gross and net weight of the package. The delivery will be accompanied by a delivery note listing the items delivered, a customs invoice and,
6. Delivery
6.1 The Supplies are delivered to the place indicated in the Order. They are accompanied by a delivery slip in duplicate recalling the identification details of the Supplies as well as their quantity, as shown in the Order.
6.2 WE reserves the right to refuse all or part of the delivery of Supplies, by simple letter, fax or any other electronic means in the event of late delivery, incomplete or excess delivery, or non-compliance with the Order. The absence of reservations or complaints upon acceptance of the delivery does not constitute final acceptance of the Supplies delivered or a waiver on the part of WE of subsequent recourse due to non-compliance with the Order or apparent defects or not Supplies.
6.3 After delivery, WE will make its best efforts to notify the supplier, as soon as possible from the time when the usual course of operations has allowed their detection, non-compliance with the Order or defects in the Supplies, preventing the final acceptance of these, and the Supplier may not invoke the lateness of the complaint to refuse to follow up on it.
6.4 The Supplies not definitively accepted due to a notification as provided for in article 6.3 by WE , will be made available to the Supplier at the place indicated in the said notification to allow the Supplier to check the reality of the grievances invoked by WE .
6.5 The Supplier shall be liable for direct and indirect damage, material and immaterial, caused to WE or third parties as a result of the Supplier’s failure to fulfill its obligation to deliver in conformity, in particular the damage incurred by WE in connection with the replacement of Non-compliant supplies and the possible disruptions they cause.
7. Warranties
7.1 The Supplier, an expert in his specialty, is bound by an obligation of result and assumes, in particular, full responsibility for the Supply, its design (if this has been entrusted to it), its manufacturing process , technical choices to implement for its realization and its suitability for the use for which it is intended. WE ‘s acceptance of a product in no way diminishes the warranty owed by the Supplier.
The Supplier guarantees in particular that the Supplies are:
– in accordance with the Order, the Documents, the initial samples accepted by WE , the rules of the trade, the applicable standards, laws and regulations;
– suitable for fulfilling the functions and the use for which they are intended (within the limits of use possibly specified by the Supplier) and offering the security that can legitimately be expected;
– free of any apparent or hidden defect and operating faults
7.2 In the event of non-compliance of Supplies with the above warranty, and in due proportion of its liability, the Supplier shall indemnify WE for all bodily injury, material and immaterial, direct and indirect suffered as a result by WE , including non-exhaustively the cost of all actions related to the replacement of defective Supplies.
8. Insurance
The Supplier will take out an insurance policy with a reputably solvent company, and will provide proof thereof on first request. The guarantee amounts of this insurance do not in any way constitute a limit of the Supplier’s liability.
9. Subcontracting
9.1 The Supplier may not assign and/or transfer the Order, even free of charge, in whole or in part, without the prior and express consent of WE . If the Supplier is authorized to subcontract all or part of the Order to one or more third parties, it shall remain solely and entirely liable to WE for the execution of the Order and compliance with the GTC. It must guarantee WE against any claim by its subcontractors, defend WE and indemnify it for any consequences of such claims.
9.2 In the event of a change of control of the Supplier, direct or indirect, or transfer of its funds, WE shall be entitled to terminate the Order, in accordance with Article
10. Confidentiality
10.1 All information communicated to the Supplier by WE , one of its affiliated companies or one of its representatives, in particular and without limitation, information of a technical, industrial, commercial or financial nature, whatever the form of the communication ( oral, written or otherwise) including in particular drawings, diagrams, descriptions, specifications, reports, microfilms, electronic media, software and related documentation, samples, prototypes, etc. are confidential (the “Information”).
Also considered as Information is what the employees of the Supplier, its suppliers, subcontractors, agents, permanent or occasional contributors may know during the Order.
10.2 The Information can only be used within the framework of the Order. The Supplier shall take all measures to ensure that none of the Information is communicated or disclosed to a third party, not even a subcontractor, except with the express agreement of WE . Any breach of this obligation may result in the application of Article 12.1. This obligation of confidentiality will survive at the end of the Order, for any reason whatsoever, for a period of five (5) years. Upon completion of the Order, the Supplier shall return to WE , on first request, all documents, confidential or not, relating thereto, without being able to keep a copy (on any medium whatsoever), except with the prior and express consent of WE .
11. Transfer of Ownership and Risks
11.1 WE reserves the right, during the Order and before delivery, to carry out any inspection of the manufacturing processes of the Supplies and the Supplies themselves, on the premises of the Supplier or its possible subcontractors. The Supplier undertakes to allow WE free access to its own premises at all times, to guarantee free access for WE to its subcontractors and to offer the possibility for WE to test the Supplies, without this option entailing a reduction any of the Supplier’s warranties.
11.2 The transfer of risks relating to the Supplies takes place according to the Incoterm indicated in the Order and, failing Incoterm, upon delivery of the Supplies.
12. Termination
12.1 In the event of a breach by the Supplier of one of its essential contractual obligations (delivering Supplies of the expected quality under the agreed conditions), the Order may be terminated automatically and without formalities by WE , subject to any damages and interests to which WE could claim.
12.2 In the event of a change in the situation of the Supplier as stated in Article 9, the Order may be terminated automatically and without formalities by WE , subject to eight (8) days’ notice.
13. Miscellaneous Provisions
13.1 If any of the provisions of these GTC prove to be null or inapplicable, only this provision will be deemed unwritten and the parties will then seek in good faith to restore a provision as close as possible to the original provision.
13.2 The Supplier is only authorized to refer to its commercial relations with WE with its prior written authorisation.
13.3 The law applicable to the Order is French law. The parties expressly waive the application of the 1980 Vienna Convention on the International Sale of Goods.
13.4 In the event of a dispute, the Commercial Court of Marseille will have sole jurisdiction, even in the event of a warranty claim or multiple defendants.