1 - GENERAL PROVISIONS

These general conditions of purchase shall govern orders for goods and/or services placed by the Purchaser with the Supplier.
The Purchaser's order shall be made in writing and acknowledged in writing by the Supplier and shall imply full acceptance of these general conditions of purchase by the Supplier.
These general conditions of purchase shall prevail over the “general conditions of sales” of the Supplier, and are based on Incoterms 2000, in the DDP (Delivered Duty Paid) formulation thereof.

2 - SUBCONTRACTING

The Supplier undertakes not to subcontract the performance of any order, in whole or in part, to any third party, without the prior written consent of the Purchaser. In any case, authorized subcontractors shall remain under the Supplier’s authority and Supplier shall be liable for acts, omissions and defaults of such subcontractors.

3 - PROVISION OF SERVICES

The Supplier undertakes to only accept orders provided that all obligations mentioned in Articles L 8221-3 and L 8221-5 of the French Labour Code (former article L324-10) have been fulfilled by the Supplier and undertakes to communicate to the Purchaser, with the acknowledgement of receipt of the order, all documents proving that such obligations have been fulfilled.
The Supplier undertakes to provide the services ordered, in accordance with the present general conditions of purchase, with the state of art, with good industry practices and with all applicable laws and regulations, particularly in the areas of environment, hygiene, health, safety and working conditions.
To ensure a proper and successful performance of the services, the Supplier shall allocate all necessary means and materials and shall employ qualified staff, whose skills are guaranteed by the Supplier and who shall remain under its authority in any circumstances.
All goods entrusted to the Supplier for the performance of his task shall remain his custody, physically and legally, throughout the duration of the said task. Therefore, the Supplier shall be held liable for any missing good, for deterioration or destruction of goods, and more generally, for any damage caused to the goods entrusted to the Supplier, for any cause whatsoever, and shall also be held liable for any damage caused, in the frame of its task, to its own employees, to Purchaser’s employees or to any third party.

4 - MODIFICATION OF THE ORDER

Prior to delivery, the Purchaser reserves the right to modify the order in any way whatsoever, without any compensation being due to the Supplier in this respect.
Any modification to the order shall be notified to the Supplier by the Purchaser. Immediately upon receipt of such notification, the Supplier shall inform the Purchaser in writing of the consequences arising from the taking into consideration of such modification and, in particular, in terms of financial costs and delivery deadlines.
Should the Parties fail to agree on the consequences of the order modification, the Purchaser may either request the Supplier to fulfil the order under the initial conditions or terminate the relevant order by registered letter with acknowledgement of receipt, without incurring any liability whatsoever therefore and without any compensation being due on account of this termination.

5 - DELIVERY

- Delivery deadlines
The place and dates for the delivery of goods and/or the performance of services specified in the order, are binding.
Any delay in the delivery of goods and/or the performance of services shall automatically, after prior notice of default, give rise to the application of a late delivery penalty - which shall not release the Supplier from its contractual obligations - equivalent to 0.5% of the value of the order (exclusive of taxes) per calendar day of delay, up to the limit of 10% of the amount of the order (exclusive of taxes).
In case of delay in the delivery of goods and/or the performance of services which is equal to or which exceeds 8 (eight) days, the Purchaser shall be entitled to notify to the Supplier, by registered letter with acknowledgement of receipt, the cancellation of order(s) concerned by such delay.
- Documents
All deliveries shall be accompanied by a delivery note including, in particular, the reference (number) of the order form, the total quantity delivered, the number of parcels delivered, the number and the type of articles per parcel including references of such articles as indicated in the order form, and also any documentation relating to the goods, such as: safety notices, technical notices and plans, safety instructions and user manuals, certificates of conformity, etc.
- Packaging
The goods shall be delivered marked and labelled with their packaging, in accordance with applicable law and regulations.
The packaging of goods shall be designed so as to guarantee optimum preservation and safety of the goods, persons and property, taking account of the nature of the goods, under normally foreseeable transportation and handling conditions.

6 - CONFORMITY - INSPECTION - ACCEPTANCE

- Conformity
The goods and services shall comply with the contractual specifications and with their intended use. They shall also satisfy customary quality criteria and comply with all applicable norms and legislation. Furthermore, all working equipments as defined in article L4311-1 and subsequent articles of the French Labour Code (former Article L233-5), shall be designed and manufactured so that their installation, use, adjustment and maintenance, under conditions in accordance with their purpose, do not expose people to a safety or health risk.
- Inspection
The Supplier shall set up a quality-assurance plan that includes, in particular, continuous internal inspection of the design, conception and performance of all goods and services, in order to guarantee conformity.
The Supplier shall take all necessary steps to ensure that all goods and services supplied are fully traceable.
- Acceptance
For services, the final acceptance is subject to the issuance by Purchaser of a certificate of acceptance without reservations.
All non-conforming goods or services may give rise to outright rejection on the part of the Purchaser.
Notwithstanding any clause to the contrary, the Purchaser reserves the right to notify the Supplier, at any time and by any available means (fax, email, etc.), of the defective performance, lack of performance, or non-performance of its contractual obligations, or of any loss, damage or non-conformity of goods observed upon removal of packaging or during subsequent inspections, even if the corresponding invoices have been partially or fully paid.
At its discretion, the Purchaser may request either replacement or repair of the goods at the Supplier's expense, without prejudice to any claim for damages.
The Supplier shall, at his own expense, remove rejected goods within eight (8) calendar days of the notification of rejection. After that period has elapsed, the Purchaser may remove the goods by any mean at its discretion, at the expense and risk of the Supplier.

7 - WARRANTY

By way of legal warranty, the Supplier shall guarantee the Purchaser against any latent defect that may affect the goods or services delivered, rendering them unsuitable for their use and purpose.
By way of contractual warranty, and without prejudice to the application of the above-mentioned legal provisions and to the application of below Article 12 "TERMINATION", the Supplier shall guarantee the goods and services delivered against all defects of design, manufacture or materials and against all failure to operate, for a period of twenty-four (24) months from delivery thereof. Consequently, the Supplier undertakes, particularly during this period, to ensure, at its own expense and with its own workforce, the maintenance, the repair or the replacement of such defective goods or parts of goods, as may be necessary. In the event that such warranty is called upon, it will start anew for the same period with respect to the repaired or replaced parts.

8 - TRANSFER OF OWNERSHIP

The transfer of ownership shall be effective upon delivery.
Unless the Purchaser so agrees in writing prior to delivery, the Supplier may not invoke against the Purchaser any retention of title in respect of the goods delivered.

9 - FINANCIAL CONDITIONS

- Price
Unless agreed otherwise in writing by the Parties, prices shall be considered as firm and final prices, exclusive of taxes.
- Invoicing
Each order shall be invoiced separately.
In case that an order requires several successive deliveries, an invoice mentioning the number of such order shall be addressed for each successive delivery.
Invoices shall be issued in 2 (two) copies, 1 (one) of which shall be addressed, once delivery is successfully performed, to the invoicing address as defined by the Purchaser on the order form.
Invoices shall necessarily mention, in addition to the provisions legally required, the order number, the reference number of Supplier as indicated on the order form, the references of the delivery form, the delivery address as well as any debt assignment made by the Supplier, irrespective of the form thereof. A debt assignment may be asserted against the Purchaser only provided that the Supplier has notified in writing the Purchaser thereof, prior to proceeding with said assignment.
The Purchaser reserves the right to refuse the invoicing and the delivery of any good that have not been properly and duly ordered.
- Payment terms - Late payments
Unless otherwise agreed in writing by the Parties, payment terms shall be sixty (60) days, as from the date of issuance of invoice.
In the event of late payment of an invoice, the Supplier shall be entitled to apply interest on the amount due at the rate of three (3) times the French legal rate of interest in force at the date of invoice. Payment of such interest on arrears shall be made upon receipt of a registered letter with acknowledgement of receipt.
These penalties shall, however, not apply if the Purchaser’s non payment is due to a claim on the invoice, to non conformity of goods and/or services, to a failure of the Supplier to meet its contractual obligations, or to an event of force majeure.

10 - INTELLECTUAL PROPERTY

The Supplier of goods and/or services which are subject to particular legal, regulatory or contractual provisions or which are subject to any protection whatsoever, particularly relating to intellectual property rights, shall warrant the Purchaser against any claim arising from the owner of such rights, and against any consequence of any infringement to applicable legal or regulatory provisions.
If a third party claims that the goods and/or services delivered by the Supplier under the terms of the order, constitute an infringement of its intellectual property rights, the Purchaser shall notify the Supplier thereof as soon as possible and, at its discretion, may choose to cooperate with the Supplier for the defence against this allegation or may require that the Supplier defends the claim. In either case, it is expressly agreed that this defence will be at the sole expense of the Supplier and that the latter shall bear all damages, and shall indemnify and hold harmless Purchaser against, all damages as well as all costs and expenses the Purchaser might be ordered to pay on the basis of a claim of this type.
The Supplier will also bear all financial consequences resulting from the goods and/or services in question being unavailable, or from the restrictions to which the goods and/or services might be subjected.
If such a claim arises or is likely to arise, the Purchaser may either (i) grant to the Supplier the possibility to negotiate or to reach a settlement in order to allow the Purchaser to continue to use the goods or the services concerned; or (ii) require that the Supplier proceeds with its modification or replacement by goods or services which are at least functionally equivalent, all the aforesaid being without any charge for the Purchaser.
If the Supplier determines that none of the measures set forth above is reasonably achievable, the Purchaser shall give back the goods to the Supplier, upon written demand of the latter. The Supplier shall then credit the Purchaser with a sum equivalent to the price paid for the goods and/or services in question, without prejudice to any damages which the Purchaser may claim from the Supplier.
Any creation or invention transferred or delivered to the Purchaser by the Supplier is presumed to be free of any right held by third parties unless otherwise notified expressly by the Supplier. The supply of any good incorporating inventions shall include assignment, to the benefit of Purchaser, of all intellectual property rights relating thereto, and in particular rights of reproduction, adaptation, translation, and representation on any support using any existing or fore coming process or method, relating thereto. The price paid by the Purchaser to the Supplier is accepted by the latter as a lump-sum, global and all-inclusive compensation for the rights assigned.

11 - LIABILITY - INSURANCE

The Supplier shall be fully and solely liable for the performance of the order.
The Supplier shall be liable for all damage caused to the Purchaser or to any third party, whether such damage is caused by the Supplier or by persons and/or goods under its authority or in its custody.
The Supplier shall be liable for all direct or indirect consequences, prejudice and damage caused to the Purchaser due to a lack of performance, a default in performance or a non performance of the order.
The Supplier shall take out all necessary insurance policies that are necessary to carry on its activity in respect, in particular, of the goods and/or services it provides, this being with a reputable, solvent insurance company, and he must maintain them throughout the duration of its obligations hereunder. The Supplier shall, at first request from the Purchaser, provide all required insurance certificates.

12 - TERMINATION

Either party shall be entitled to terminate the contract in case of breach of contract by the other party. However, the Purchaser and the Supplier shall make their best efforts, in a constructive spirit, to mitigate the damages and harmful consequences resulting from such breach.
The Purchaser may forthwith terminate the agreement in the following cases:
a) if the Supplier fails to remedy to the breach within eight (8) days of receipt of a formal notification to remedy sent by the Purchaser;
b) upon mere written establishment of the lack or breach of performance, or of the event invoked, provided that consequences arising from such breach or event cannot be remedied or are highly prejudicial, or if the breach is a violation of a prohibition.

The Supplier shall be required to indemnify the Purchaser for all damages caused by its failure to perform, its breach, or its violation and shall, in particular, indemnify the Purchaser for all additional costs borne by the Purchaser to perform the order itself, or incurred by the performance of the order by one or many other suppliers.
In any case, the termination shall be effective without prejudice to any damages for which the Purchaser reserves the right to claim.

13 - CONFIDENTIALITY

All documents, models, objects such as, in particular, plans, descriptions, notes, diagrams, outlines, samples, mock-ups, forwarded or communicated to the Supplier for the performance of the order are confidential and shall not be used for any purpose other than the performance of the order. At all times they shall remain the sole, free and clear property of the Purchaser and shall  be integrally returned to the latter, at Supplier’s own expense, and upon the Purchaser's first request.
More generally, the Supplier undertakes to keep confidential any information forwarded to him or to which it has been aware directly or indirectly, within the context of the order, until such information becomes generally known to the public.
For the purpose of this confidentiality obligation, the Supplier undertakes to disclose the above-mentioned confidential information only to those of its employees or subcontractors who have a need to know such information for the performance of the order, and provided such persons have been duly informed of the strictly confidential nature of such information. The Supplier shall cause any and all of its employees and/or subcontractors to abide by the provisions set forth in this Article 13.

14 - COMMERCIAL REFERENCES

The Supplier shall not be authorized to use the corporate name of the Purchaser or the latter's distinctive signs as a reference, except in case of prior written consent of the Purchaser, granted on a case-by-case basis, after presentation of the supports used for this reference and indication of the scope of diffusion of such documents.

15 - RESPONSIBLE DEVELOPMENT

The Supplier is aware that the Saint-Gobain Group supports the UN Global Compact and has adopted General Principles of Conduct and Action available on the Internet site: http://www.saint-gobain.com. The Supplier declares that he has read these Principles.
The Saint-Gobain Group notably expects its suppliers:
- to make sure that they have control of environmental risks related to both their processes and the products they use whether in their activity or when intervening on Group sites;
- to respect employee rights regardless of the country in which they operate;
- to refrain, even if permitted under applicable local legislation, from resorting to any forced or compulsory labor or to any child labor, either directly or indirectly or through sub-contractors, in the course of their production processes or when providing services or when intervening on Group sites;
- to provide their employees with the best possible conditions of health and safety and to observe, during their interventions on Group sites, all applicable health and safety rules.

16 - MEETING APPLICABLE STANDARDS ON THE PROTECTION OF HUMAN HEALTH AND ENVIRONMENT

Caring for the environment and respecting health and safety in the work environment are part of the Purchaser’s Principles of Conduct and Action.
The Supplier undertakes to meet all applicable standards regarding chemicals sold to Purchasers, regardless of whether these substances are supplied to be used on their own, in preparations, or in articles.
The Supplier especially undertakes to comply with the REACH European Regulation n° 1907/2006 concerning the registration, evaluation, authorisation and restriction of chemical substances.
Therefore, in accordance with the European Regulation REACH, if the substances provided within the framework of the contract between the Supplier and the Purchaser have to be registered with the European Chemicals Agency, the Supplier guarantees in particular to the Purchaser that the substances have been pre-registered and/or will be registered within the deadlines set by the European Regulation REACH, the aforementioned registration having to cover all use by the Purchaser of these substances.
In the event that all or part of the substances supplied to the Purchaser are subject to authorisation or restriction, the Supplier undertakes:
- with regard to substances subject to authorisation, to supply only those substances duly authorized for the uses the Purchaser intends to make of these substances,
- with regard to substances subject to restriction, to supply only those substances which comply with the restriction measures imposed by European Regulation REACH,
- to notify the Purchaser of any change in regulation applicable to these substances (especially in the case of a ban on their uses) and of any substitution feasibility for such substances.
The substances, whether supplied to be used on their own, or included in preparations, or articles, will have to be delivered:
- in packaging compliant with standards applicable to the labelling and packing of chemicals such as those set by the Globally Harmonized System of Classification and Labelling of Chemicals (GHS) established  by the United Nations,
- accompanied by sufficient information enabling the Purchaser to use them in full safety. Whenever required by the regulations in force, the Supplier undertakes to provide the Purchaser with the corresponding material safety data sheets (MSDS). The MSDS should comply with the applicable regulations and be identical, irrespective of their linguistic version and/or of the country of delivery of the substances. The Supplier will have to update MSDS on a regular basis and will have to communicate these updates to the Purchaser. In addition, the Supplier undertakes to notify the Purchaser if the products supplied contain any substance of very high concern, as defined by the European Regulation REACH, above a 0.1% weight by weight.
The Supplier undertakes to give the Purchaser at least a six (6) months notice if, in the course of the contract, he intends either to modify the ingredients and/or technical characteristics of the substances supplied, or to stop selling them. In such an event, the Supplier will be liable towards the Purchaser of all financial consequences borne by the Purchaser due to the modification or withdrawal from sale of the substances.

17 - JURISDICTION - APPLICABLE LAW
ALL DISPUTES SHALL BE SUBMITTED TO THE COURTS OF THE PURCHASER'S REGISTERED OFFICE.

Internal French law shall be exclusively applicable to all disputes relating to an order placed by the Purchaser, without giving effect to the principles of conflict of laws.

The official language of these general conditions of purchase is French, which shall prevail over any other language used in any translated document. The French version is available upon Supplier's request