General conditions of purchase

Version 2.0 of 07/30/2023

 

1 PURPOSE OF THE ORDER

The Services and/or Supplies ordered are defined by the numbered Purchase Order entitled either order, contract, contract, or contract order and the documents attached thereto. Orders are governed, in order of precedence, by the Purchase Order, the specifications, their called documents and these General Conditions of Purchase. All these documents are an integral part of the order. Any deviation must be the subject of a written amendment. Unless otherwise indicated, the contractual language is French.

2 ACCEPTANCE OF THE ORDER BY THE COMPANY

The Order and its amendments sent to the Company come into force upon their unconditional acceptance. The Company must acknowledge receipt of the order within eight days of its notification by returning to ALPHA-CIM the main contractual documents, signed by it. By accepting the order, the Company accepts all contractual documents, including those for which signature is not required.
In the absence of acknowledgment of receipt, the Company's acceptance is definitively acquired in the event of commencement of execution of the Order or acceptance of the deposits.
Any unilateral modifications or rectifications that may appear on the Order acknowledgment or on any other document shall be deemed invalid unless accepted in writing by ALPHA-CIM. By accepting the Order, the Company undertakes to:

• Transmit to ALPHA-CIM all necessary technical, industrial, economic or commercial information,
• Waive the right to rely on its own general or specific conditions of sale,
• Deliver Services and/or Supplies complete with their associated documentation and meeting the contractual needs and characteristics and the use for which they are intended, regardless of the hazards encountered.
• Submit to ALPHA-CIM all documents required by the Order and legislation.
• Respect the confidentiality of the information it has become aware of during the execution of the Order, throughout its duration and for a period of 5 (five) years from its termination. The Company is responsible for ensuring that its staff and subcontractors respect this confidentiality.

3 EXECUTION OF SERVICES

The Company shall only use the plans, drawings, documents, materials, or tools provided by ALPHA-CIM for the sole execution of the Order. The tools provided to the company by ALPHA-CIM or its client must be identified and maintained during their use and, unless otherwise stipulated, must be returned at the end of their use.
Any request for modification of the Services and/or Supplies must be submitted to ALPHA-CIM with the reasons for it. The Company must not make any changes without prior written consent. No changes may be made that reduce the quality or quality standard of the Services and/or supplies.
The Company is required to deliver Services and/or Supplies within the contractual deadlines in accordance with the laws, decrees, regulations, standards and best practices in force. The Company undertakes to comply with all legal and regulatory provisions relating to health and safety and to issue all corresponding certificates in a timely manner. The quantities and qualities delivered must be strictly respected. ALPHA-CIM reserves the right to refuse any excess or to demand any supplement up to the quantity and qualities ordered.

4 OPTIONS, CHANGES IN PROGRESS

When the Order provides for options, these are exercised exclusively by ALPHA-CIM by amendment or by establishing another Order. The Company remains committed to the options for the duration stipulated in the Order or, failing any indication, for its performance period until the end of the warranty period. The fact that ALPHA-CIM does not exercise one or more options does not modify the Order in any way and cannot entitle the Company to any claim for compensation. Unless otherwise provided, the conditions of execution of the Services and/or Supplies placed as an option are entirely those of the Order. ALPHA-CIM reserves the right, as the Order progresses, to make minor modifications without this resulting in changes to deadlines, guarantees or prices.
Any capital gains or losses that may result from substantial modifications must be the subject of an amendment negotiated in advance by the parties.

5 SUBCONTRACTS

The Company shall not, without prior written consent from ALPHA-CIM:

• Assign or transfer all or part of the Order.
• Subcontract the parts of the services and/or Supplies which fall within its specialty and which are entrusted to it due to its means and/or personal experience.

The Company must ensure the monitoring of the Services and/or Supplies entrusted to Subcontractors and remains solely responsible for the proper execution of the order.
If the Company does not comply with the provisions of this article, ALPHA-CIM is entitled, after formal notice has remained unsuccessful, to terminate the Order and/or to request the Company to compensate it for all additional costs and expenses incurred by this non-compliance.

6 INTELLECTUAL AND INDUSTRIAL PROPERTY

ALPHA-CIM and/or its client remains the legitimate owners of all patents, plans, drawings, models, tools and/or materials made available to the Company and/or paid for by ALPHA-CIM. The Company guarantees ALPHA-CIM or its client against all risks of action for infringement or unfair competition which would be brought either against it or against its client, by a third party who claims to be the owner of the industrial property rights implemented during the execution of the Order. ALPHA-CIM acquires full ownership of the patentable or non-patentable results resulting from the Order, in particular the studies, know-how, plans, notes, drawings, software, prototypes developed (hereinafter referred to as "the results"). This ownership includes all property rights, in particular the right of reproduction, the right of arrangement and modification, the right of representation, the right of use, the right of distribution and the right of retrocession. ALPHA-CIM and the Company will each retain, both in France and abroad, exclusive ownership of the results, patented or not, of the know-how and knowledge belonging to them, acquired prior to the entry into force of the order or outside the framework thereof.

7 CONTROL AND TESTS

ALPHA-CIM and its client reserve the right to exercise, or have exercised by any organization of their choice, the monitoring of the progress and the control of the execution of the Order. The costs relating to sampling, inspections, analyses, tests, provided for in the Order or customary in the profession are the responsibility of the Company. The Company and its subcontractors must ensure that representatives of ALPHA-CIM, its client and the inspection organizations have free access to their workshops and offices during working hours and give them all the facilities to carry out their missions. In particular, they must make available to them, free of charge, all the resources they need.

8 PACKAGING – MARKING

The Company undertakes to ensure that the materials are packaged in the most suitable manner to preserve their integrity until the time of their use. The marking of the packaging must be as complete, precise and indelible as possible, so as to avoid any handling error or to allow, whatever the position of the package, the reading of the references of the ALPHA-CIM order and the destination of the supply. For bulky packages, the position, the center of gravity as well as the slinging points must be indicated.

9 TRANSPORT

The Company may only proceed with the shipment after agreement from ALPHA-CIM. The company must provide all necessary documents for transport. When the Company ships equipment without waiting for shipping instructions from ALPHA-CIM, it is liable to be charged storage costs at destination or to have its equipment returned at its expense due to lack of storage space. ALPHA-CIM is only required to unload quickly deliveries announced in advance.

10 DELAYS

The various contractual deadlines are deemed to take into consideration all the obligations incumbent on the Company and take into account all the uncertainties linked to the execution of the order. The Company being deemed to have perfect knowledge of the conditions under which the Order must be carried out, will not be able to invoke the lack of information to justify any delays. ALPHA-CIM is under no obligation to accept an early delivery compared to the contractual deadlines.
Without prejudice to the possible application of late payment penalties, if the economy of the project is compromised due to the Company, ALPHA-CIM may, by fax or email confirmed by registered letter with acknowledgment of receipt, formally notify the Company to take the necessary measures within a given time limit to meet its commitments. After this period, which will begin to run on the date of receipt of the fax or email, ALPHA-CIM reserves the right to take any measures to meet its own commitments by all means. The resulting costs will be fully borne by the Company and may be deducted from the amounts owed to it.

11 SUSPENSION

ALPHA-CIM reserves the right to request the cessation of the Services and/or Supplies at any time without being liable to the Company for any costs that may result from this suspension if it is for a period of less than three months. Beyond this period, the parties will meet to examine the follow-up given to the order.

12 RECIPES AND RECEPTION

If the checks or tests carried out upon delivery or during the warranty period reveal that the Services and/or Supplies do not meet the conditions of the Order or the rules of the art, the Company is required to modify them at its own expense.
If the Company has not remedied the defects noted within the time limit required by ALPHA-CIM, ALPHA-CIM reserves the right to reject all or part of the Services and/or Supplies or to have them brought into conformity by a third party of its choice. The expenses thus incurred will be borne in full by the defaulting Company. The sums paid by ALPHA-CIM to the defaulting Company will be reimbursed to it without delay or taken from the bank guarantees put in place.
Acceptance means ALPHA-CIM's acceptance of all or part of the Services and/or Supplies. The Acceptance date is the date of transfer of risks. It marks the beginning of the contractual and legal warranty periods.
The various acceptance reports that have been submitted by ALPHA-CIM to the Company, the possible payment of the entire contractual price or the provision to ALPHA-CIM or the Client of all or part of the Services and/or Supplies do not constitute Acceptance? Only the acceptance report materializes the contractual Acceptance.

13 WARRANTY

Unless otherwise agreed in the Order, the warranty period for the Services and/or Supplies is set at 12 (twelve) months from the date of commissioning at the ALPHA-CIM customer's premises or, failing that, from the date of commissioning, from the date of acceptance of the Services and/or Supplies by the ALPHA-CIM customer. During this period, the Company undertakes to repair the Services and/or Supplies free of charge. The costs of transporting the equipment and all costs relating to upgrading remain the responsibility of the Company,
In the event of failure by the Company, repairs to the guaranteed Services and/or Supplies may be carried out by ALPHA-CIM or by a third party, but at the Company's expense.
The duration of the warranty period for the replaced parts and the assembly to which they belong is identical to that provided for the defective parts and only begins to run from the satisfactory commissioning of the repaired equipment.
The Company assumes the guarantee of hidden defects on all Services and/or Supplies including materials and studies whether purchased or supplied by it.

14 TRANSFER OF OWNERSHIP AND RISKS AND RETENTION OF TITLE

The transfer of ownership to ALPHA-CIM takes place as the equipment is manufactured or the services are provided.
On the other hand, the transfer of risks for these same materials only occurs at the time of their receipt or according to the incoterm appearing in the Order.
Regardless of the payment terms, the Company waives any retention of title to the Services and/or Supplies. It certifies that the materials from which the Order was executed are not subject to any retention of title for the benefit of a third party.

15 FINANCIAL OR INDUSTRIAL GUARANTEES

The Purchase Order specifies whether one or more financial or industrial guarantees are requested from the Company.
The required guarantees must be drawn up in accordance with the models attached to the Order.
Financial guarantees must be payable on first demand.

16 PRIZES

The price, its breakdown and the payment currency are defined in the Purchase Order. The price is fixed and includes all constraints. It is binding on the Company. The Company acknowledges that the price indicated is fair, and therefore prohibits itself from requesting its modification outside of the cases expressly provided for in the Order.
In the event that the Order is subject to value added tax (VAT), the Order Form will determine the terms of application. VAT will be invoiced at the appropriate due dates. Unless otherwise stipulated in the Order Form, prices are fixed and not subject to revision even in the event of changes in economic or financial data.

17 BILLING TERMS

Invoices must specify:

• All contract references
• The intra-community VAT numbers of ALPHA-CIM and the Company
• the customs nomenclature number for intra-community relations
• The Company's bank details in IBAN form

An invoice may only refer to a single Order and a single payment term. Invoices must be accompanied by all documents proving the performance of the Company's obligations. In the specific case of direct payments by the project owner (public contract subcontracting), invoices must be sent in two copies.

18 PAYMENTS

Subject to legislative and regulatory provisions and the Purchase Order, invoices will be paid 90 days from the end of the month after their receipt and the correct receipt of the services and/or Supplies and all required documents. ALPHA-CIM may, as of right and without formal notice, offset the amounts owed to the Company against any penalties, debts or compensation of any kind that the Company may owe it.

19 LATE PAYMENT PENALTIES

The Company's failure to meet contractual deadlines will be subject to late payment penalties defined in the Order Form. Failing this, these penalties will be 1 % of the total value of the Order, including any price revisions, per week of delay and up to a limit of 10 % of the amount of the Order.
Unless the parties agree to extend the contractual deadlines, these penalties are automatically applied without prior formal notice. Their amount may be retained by ALPHA-CIM at any time, including when settling the final invoices.
Any termination of the Order does not exempt the Company from late payment penalties incurred prior to such termination.
The payment of late payment penalties by the Company does not release it from its contractual obligations nor from the damages which may be claimed from it in compensation for the loss suffered.

20 TERMINATION OR CANCELLATION

ALPHA-CIM may cancel or terminate all or part of the Order placed in the following cases:

• In the event of a reservation on the acknowledgment of Receipt relating to substantial clauses of the Order,
• In the event of a breach by the Company of one of its substantial obligations,
• In case of force majeure,
• In the event of exceeding, without valid reason, the contractual deadlines,
• In the event of receipt of materials or documents that do not comply with the specifications of the Order,
• In the event of non-performance,
• In the event of a breach of Labor Legislation by the Company or one of its subcontractors,
• Or for any decision or situation of law or fact or the Services and/or Supplies ordered could not be used by ALPHA-CIM due to its client or the Public Authorities.

Cancellation or termination of all or part of the Order may be pronounced by simple registered letter with acknowledgment of receipt and without any other formality or court decision. Termination due to fault on the part of the Company automatically entails, without prior notice, the restitution of all sums lost by the Company, even through execution of bank guarantees, and the restitution of everything recognized as the property of ALPHA-CIM.
Termination of all or part of the Order following a failure by the Company to meet its obligations entitles ALPHA-CIM to damages for any loss resulting from this.

21 FORCE MAJEURE

The party which intends to rely on a case of force majeure must notify the other party, as soon as it becomes aware of it, in writing, of the occurrence of the event and subsequently its cessation, producing all appropriate evidence.
Expressly, cases of force majeure are those usually accepted by the case law of French courts and tribunals.

22 RESPONSIBILITY

The Company remains liable to ALPHA-CIM, its client and third parties for all direct or indirect bodily, material or immaterial damage caused by its actions, those of its employees, those of its subcontractors or as a result of its Services and/or Supplies.
The Company is responsible for the material goods entrusted to it and guarantees ALPHA-CIM against any damage that may be caused to them.

23 INSURANCES

The Company undertakes to take out an insurance policy covering the financial consequences of its civil liability for bodily injury, material or immaterial damage (consequential or not) occurring during or after the performance of the Services and/or Supplies, of an amount sufficient with regard to the risks that these may incur. This insurance must be valid in France as well as abroad. The Company undertakes to send, annually to ALPHA-CIM, the corresponding insurance certificate established by its insurance company.
In the event that the transfer is the responsibility of the Company, the latter undertakes to subscribe at its own expense or to have its carrier subscribe to “All-risk transport” insurance covering 110% of the value of the equipment, from the factory departure to the contractual delivery location designated in the Order, including unloading.

24 TOLERANCE

The parties mutually agree that the fact that one of the parties tolerates a situation does not have the effect of granting acquired rights to the other party.
Such tolerance cannot be interpreted as a waiver of the rights in question.

25 APPLICABLE LAW – DISPUTES

All Orders are subject to French law even if the Company is foreign.
Disputes which the parties have not been able to settle amicably shall fall under the exclusive jurisdiction of the Commercial Court, unless the parties, by a compromise concluded at the time of the dispute, decide to refer the solution to arbitrators.