Conditions of purchase

These General Terms and Conditions of Purchase govern all orders of products and/or services (hereinafter the “Products” and “Services”) placed by BeLink Solutions (hereinafter as “BeLink”) registered in the trade and Companies Register of Le Mans under the number 831 265 722, having its registered offices at rue du Tertre ZI route de Mamers -72400 Ferté-Bernard FRANCE with any supplier and/or service provider (hereinafter the “Supplier”).

By accepting an order from BeLink, the Supplier accepts without reservations these General Terms and Conditions of Purchase, (hereinafter as “GTCP”) which take precedence over any clauses not accepted by BeLink, and in particular over the Supplier’s general terms of sale, unless a special exception is granted in writing.

If one of the following clauses proves to be inapplicable, the other clauses shall remain valid and applicable.

Except as otherwise provided, in the event of a contradiction between these GTCP and the special terms of the contract formed in accordance with the provisions of Article 3, the provisions of the contract shall take precedence.

2. ORDERS

Any orders for Products or Services proposed by the Supplier placed by BeLink must be in written form (hereinafter the “Order”). On no account can anyone claim that BeLink has granted its tacit agreement. BeLink is only bound by documents signed by the legal representative of BeLink or an authorised person.

3. FORMATION OF THE CONTRACT

• • The Supplier must acknowledge receipt of the Order within a maximum of five (5) days of receipt of the Order. If no reply is received from the Supplier within that time limit, the Order shall be deemed to have been accepted by the Supplier in all its forms and with all its obligations. Any Order that includes a request for confirmation of the price, delivery date or technical specifications is conditional and only becomes binding on BeLink from the date of written acceptance by BeLink of the confirmation issued by the Supplier.
  • In the event of an error or omission by BeLink in one of the components of the Order, and in particular regarding the price or identification of the Product or Service, the Supplier must notify BeLink within a maximum of three (3) working days from the date of issue of the Order by BeLink.
  • Any modifications, additions or substitutions made to the terms of the Order in the acknowledgement of receipt of Order can only be deemed to be approved by BeLink if it has accepted them in writing.
  • Once the Order has been accepted under the conditions specified in Articles 3.1 to 3.3, the contract is formed (hereinafter the “Contract”).

4. PERFORMANCE OF THE CONTRACT

• • The Products delivered and the Services carried out must fully comply with the Contract as well as with the laws and regulations in force in the country of delivery, in particular regarding quality, composition, packaging and labelling, and the conditions for production of the Products or performance of the Services.
  • In addition to technical skills, the Supplier declares that it has the financial capacity and resources, authorisations, rights, licences, approvals and if necessary the operating instructions required to fully perform the Contract. Any licences and other authorisations required by the public authorities in connection with the Contract must be requested and obtained by the Supplier.
  • The Supplier guarantees that the technical information included in its brochures, specifications or any other documents are reliable, accurate and exhaustive.
  • If the Contract requires elements to be provided by BeLink, BeLink will make available to the Supplier the elements required to carry out the Contract, and in particular the specifications or any raw materials (hereinafter the “Elements”). Supplier must be compliant to these Elements, drawings and specifications and, for unspecified characteristics, to initial samples accepted by BeLink.
  • In the case of supply of successive deliveries, the supplier adheres to the BeLink Production system, which BeLink has communicated to it and commits to harmonize its administrative and production system with the corresponding BeLink systems.

5. DELIVERY – ACCEPTANCE

Terms of delivery

Delivery of the Products involves the handing over to BeLink of the quantity and quality of Products ordered. Except as otherwise expressly provided and accepted by BeLink, delivery of the Products will be carried out according to Incoterm DDP (ICC 2010) at the address indicated by BeLink in the Order.

Delivery of the Service takes place on unqualified acceptance of it by BeLink. Acceptance of the Service may be recorded in an acceptance report drawn up jointly. If there is no acceptance report, this does not mean that there are no reservations. The Supplier must carry out the work required for the lifting of reservations regarding the Service, under the conditions and within the time limits specified in the acceptance certificate.

Packaging

All deliveries must be made with the packaging specified by BeLink on the purchase specification or the Order and, in the absence of any other indication, in accordance with the standards and standards in force in the Member States of the European Economic Area.

The deterioration of the Products delivered as a result of inappropriate packaging will be the responsibility of the Supplier.

The Supplier must protect the Product to avoid any damage or loss during transport and storage. As a result, the Supplier undertakes to take out an insurance policy with a manifestly solvent company, covering the Product during transport, and to provide proof of this to BeLink on request. If the packaging is inadequate or unsuitable, the Supplier will be liable for breakage, short deliveries and damage.

Lead times

The delivery date specified on the Order is binding and refers to the date of delivery of the Products at the place agreed in the Contract if the Order concerns Products, or the date of unqualified acceptance of the Services by BeLink if the Order concerns a Service.

The Supplier undertakes to immediately inform BeLink in writing of any events or circumstances likely to affect the delivery lead times of the Contract.

In the event of late delivery compared with the lead times specified in the Contract, the Supplier must take all reasonable and necessary steps including additional work (additional hours, days, teams) and/or use of other methods of transport. The additional costs caused are payable by the Supplier alone.

Failure to respect the delivery lead times specified in the Contract may result, at BeLink’s discretion, in a modification of the price and/or terms of payment of the Contract, or cancellation of the Order as specified in Article 10 without prejudice to any damages due to BeLink for non-performance or delayed performance of the Order.

In addition, in any event of late or partial delivery, Belink Solutions can invoice supplier a penalty of 2% minimum of the Order amount ans ask for the reimbursement of all additional costs generated by these events.

Furthermore, in the event of late delivery BeLink reserves the right to contact any supplier of its choice to obtain the Products or Services that are the subject of the Contract concerned, at the sole expense of the Supplier.

Checking of deliveries

Acceptance of the Products will only take place after unpacking and checking of the apparent compliance of the Products with the Order. A non-compliance notice will be issued for any deliveries that do not comply with the Order after checking of apparent defects, and they may either be returned to the Supplier at its risk and expense, or collected by the Supplier within forty-eight (48) hours of receipt of the non-compliance notice.

If during final acceptance of the delivery it is discovered that it does not comply with the specifications of the Contract, the Supplier cannot refuse to compensate BeLink or repay to it the total amount of the Contract if it refuses the Products and Services, on the grounds that BeLink has already made a payment.

BeLink reserves the right to reject:

• • delivery of a larger or smaller quantity than the requested quantity;
  • delivery after the requested date or that does not fully comply with the conditions set.

If the Contract involves successive deliveries and BeLink notes recurrent and/or systematic nonconformities and or defects, BeLink reserves the right to cancel all or part of the Order under the conditions specified in Article 10.

Any partial deliveries or deliveries before the specified delivery date cannot be accepted without BeLink’s prior written agreement, failing which BeLink reserves the right to reject the delivery at the sole expense of the Supplier.

If BeLink refuses to accept the Product or Service for the aforementioned reason(s), the Supplier cannot claim any compensation or request payment of any penalty of any kind whatsoever from BeLink.

Any early delivery that is accepted by BeLink under the above conditions, will be carried out at the sole expense of the Supplier and cannot result in any increase in the price paid by BeLink.

Claims regarding delivery terms, and in particular regarding the quantities delivered by the Supplier, may be made at any time and by any means by BeLink.

 6.WARRANTY – LIABILITY – INSURANCE

Warranty

• • The Supplier guarantees that the Products and Services (i) is not dangerous and is suitable for its usual use, (ii) is of marketable quality and free from any defects, (iii) complies with the applicable laws, (iv) does not infringe the intellectual property rights (patents, designs, trademarks, know-how, copyrights, related rights etc.) of third parties.
  • Any checks carried out by BeLink’s departments cannot on any account reduce the warranty provided by the Supplier as described in this Article. The Supplier guarantees the Products and Services, without any additional costs for BeLink, against any faults and defects in the design, manufacture or materials for the period specified in the Contract, including if all or part of the performance of the Contract is entrusted to third parties. The warranty covers the costs of labour, materials, dismantling, reassembly, transport to the site, and travel and accommodation of the employees. Any defective parts will be returned to the Supplier at its cost and risk.

This warranty is added to the legal warranties applicable and in particular those regarding hidden defects and conformity.

In the event of a nonconformity or defect notified at any time by BeLink, the Supplier undertakes to remedy it as soon as possible at its own expense. At BeLink’s discretion, the Products may be (i) returned to the Supplier at the Supplier’s expense, this return being followed by the cancellation of the Contract, repayment by the Supplier of the purchase price of the Contract and any costs and expenses incurred by BeLink for the return, (ii) replaced by the Supplier at the Supplier’s expense, or (iii) remedied by BeLink or the Supplier, at the discretion of BeLink and at the Supplier’s expense.

If only a few Products are non-compliant, BeLink may still ask for options (i) and (iii) to be applied to the whole delivery.

• • Concerning ban and restricted materials, The Belink Solutions Restricted Materials List specifies the chemicals that we classify as “banned”, “restricted” and “substances of concern”.

Through the Restricted Materials List (RML), Belink Solutions stipulates its group-wide position on chemicals in products.

The RML is designed to facilitate compliance to legislation such as restrictions on hazardous substances (RoHS), and registration of chemicals (such as REACH)

The purpose of the list goes beyond compliance–by monitoring the presence of chemicals that may potentially constitute a risk, the Group is equipped to respond to new scientific findings.

The RML covers all materials and parts of products as well as packaging. Compliance is mandatory for all Belink Solutions operations and suppliers. Contact your Belink Solutions business partner for further requirements.

• • The provisions included in the previous paragraphs apply without prejudice to any rights and legal remedies, and in particular to claims for damages and/or cancellation of the Contract.

Liability

• • It is up to the Supplier to meet all of the obligations imposed by its profession and to respect all of the regulations in force.
  • The Supplier is fully liable for all damaging consequences, whether direct or indirect, bodily, material or non-material, consequential or non-consequential, that may result from performance or use of the Contract. It is not liable for damage due solely to misconduct by BeLink. BeLink does not incur any liability whatsoever for any damage linked to the Contract.
  • Since the Supplier is able to check the Elements as specified in Article 4.4, BeLink cannot be held liable by the Supplier in the event of a fault in these Elements that has not been notified to BeLink under the conditions specified in Article 4.4.

Insurance

In order to carry out the Order, the Supplier will take out an insurance policy with a manifestly solvent company covering the financial consequences of any civil liability it may incur due to direct or indirect bodily injury or material or non-material damage, regardless of its origin, related to the Contract or the Order.

The Supplier will give BeLink a certificate of insurance or a copy of the aforementioned policies and all of their endorsements.

7. TRANSFER OF RISKS AND OWNERSHIP

The transfer of ownership of the Products and Services and of the related risks takes place at the time of delivery of such Products and Services under the conditions specified in Article 5, notwithstanding any retention of title clause, which is unenforceable against BeLink without its prior written agreement.

8. PRICE AND TERMS OF PAYMENT

• • The price of Contract is the price specified in the Order.
  • Except as otherwise provided in writing and accepted beforehand by BeLink, the prices specified in the Order are indicated in euros exclusive of VAT, according to the DDP Incoterm (ICC 2010). The prices are fixed and not subject to alteration, and cannot vary according to currency fluctuations. They include, but are not limited to, the packaging and insurance costs, all constraints and difficulties relating to the planned work, as well as all expenses, charges and contingencies caused by performance and delivery of the Order (transport costs, customs duty, taxes, administrative costs of the Order and other storage costs etc.).
  • Except as otherwise provided in the Contract, the Order is billed on delivery under the conditions specified in Article 5. Any incorrect or incomplete invoices will be returned to the Supplier. Any amounts not due that have already been paid by BeLink must be returned to it as soon as possible.
  • Except as otherwise provided in the Contract, payment of the invoices will be due 60 days after the issue date of the invoice. A 2% discount applies in the event of early payment, which does not constitute acceptance of the Order or prevent BeLink from making any objections regarding the Contract.

In the event of late payment, any penalties applied by the Supplier, which constitute the only remedy possible, cannot exceed three times the legal interest rate applicable in France.

9. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

Confidentiality

All of the information regarding the Contracts, as well all of the information passed on by BeLink to the Supplier in writing or orally, for performance of the Contract, or obtained by the Supplier by virtue of its commercial relationship with BeLink, must be deemed confidential (hereinafter the “Confidential Information”).

The Supplier undertakes on its own behalf, and on behalf of the people it is responsible for, to strictly limit use of the Confidential Information solely to performance of the Contract. Similarly, throughout the duration of performance of the Contract and for five (5) years following its termination, on any grounds whatsoever, the Supplier shall refrain from disclosing to any person, or making public, any of the Confidential Information and/or using it for any purpose other than the performance of the Contract, transmitting it directly or indirectly, using the name of the BeLink Group or of one of its companies as a business reference, or publishing technical notes, photos or images relating to the Products and Services.

At the end of performance of the Contract, the Supplier undertakes to return to BeLink and/or destroy, on request and at its own expense, all of the Confidential Information and shall refrain from keeping copies of it.

The Supplier undertakes to take all necessary steps to comply with this confidentiality obligation and guarantees that its employees and authorised agents will comply with it.

The provision or passing on of the Confidential Information cannot be interpreted as granting the Supplier any right of ownership or reproduction of the Confidential Information.

Failure to comply with this obligation may result by rights in early termination of all of the Orders in progress, without any indemnity or compensation being due to the Supplier, without prejudice to BeLink’s right to claim compensation for all losses suffered as a result.

Intellectual and industrial property

• • The Supplier guarantees that the Products and Services, including all of the products, systems and processes, does not infringe the intellectual property rights of third parties.

It guarantees BeLink against any consequences, of any kind (including costs of proceedings, lawyer’s fees, damages and compensation etc.) if BeLink is held liable by a third party.

• • All of the Elements, designs, technical documents linked to the performance of the Contract, and materials and components supplied by BeLink are and shall remain the property of BeLink. The Supplier acknowledges that the Elements that may be entrusted to it by BeLink are solely intended for it to perform the Contract, and that therefore it does not have free disposal of them.
  • Unless otherwise agreed, the Supplier acknowledges and agrees to transfer to BeLink, exclusively and when they are created, all of the intellectual property rights attached to the Products and Services (designs, plans, sketches, studies etc.) that may be created due to its performance. The Supplier acknowledges that the transfer of all of the aforementioned rights is granted for the whole world and for the statutory term of protection of intellectual property rights. The financial compensation for this transfer is included in the price of the Contract.

Consequently, the Supplier transfers to BeLink, in addition to material ownership of the Products and Services, all of the related rights of use, reproduction, adaptation and representation, in all forms and presentations and by all current and future processes and methods of use.

10. TERMINATION

• • BeLink reserves the right to terminate any Contract, thirty (30) days after issuing formal notice to no avail, in the event of a breach by the Supplier of its contractual obligations, and in particular its obligation to supply under the conditions specified in the present GTCP and in the Contract, its confidentiality obligation, or its obligation to transfer the intellectual property rights attached to the Products and Services. The same applies in the event of a risk of insolvency, transfer or change of direct or indirect control of the Supplier without the prior written agreement of BeLink, and/or a serious risk that the Supplier will fail to perform its obligations, without compensation to the Supplier and without prejudice to any rights and damages that BeLink may claim.

11. TRANSFER OF THE CONTRACT/SUBCONTRACTING

The Supplier cannot assign or transfer the Contract or the rights and obligations arising from it in any way whatsoever,

BeLink reserves the right to assign or transfer the Contract to any third party of its choice. In this case, it will notify the Supplier of this in writing.

12. MISCELLANEOUS PROVISIONS

Compliance with the laws and regulations

Each of the parties warrants and represents that, on the date the Contract was concluded, and throughout its performance, it will comply fully with the laws and regulations applicable to the Contract and in particular those relating to fundamental human rights and freedoms, social security, employment and environmental rules, combating concealed work and combating corruption, whether they are contractual (company-level agreements, industry-wide agreements, collective bargaining agreements), national, European or international. In this connection, the Supplier undertakes, on its own behalf and on behalf of its own suppliers, to comply with the procedures applicable to it concerning the collection and handling of alerts and those relating to combating corruption and trading in influence as provided for by Law No. 2016-1691 of 9 December 2016 and its implementation decrees as well as the vigilance plan provided for by Law No. 2017-399 of 27 March 2017.

Force Majeure

Force majeure or fortuitous events as defined in Article 1218 of the French Civil Code are those usually recognised by the case law of the French Court of Cassation.

Initially, force majeure or fortuitous events suspend the obligations of the parties. If such an event occurs, the party affected must inform the other party as soon as possible and the parties will endeavour in good faith to take any measures that are reasonably possible in order to continue to carry out the Contract. If the force majeure or fortuitous event lasts for more than sixty (60) days, the Contract may be cancelled on the initiative of one or other of the parties, without either party being entitled to compensation.

No waiver

Any tolerance shown by one of the parties towards the other party cannot be interpreted as a waiver of its right to require performance of all of the rights granted to it hereunder, in particular if it does not notify late delivery.

Evidence

Electronic messages can be used as evidence by the Supplier and BeLink. In case of a dispute, the parties agree to accept emails as original documents that may be used as evidence, and undertake not to contest this means of proof, unless they dispute their authenticity.

13. DISPUTES

The present General Terms and Conditions of Purchase are governed by and interpreted according to French law, to the exclusion of any international conventions such as the United Nations Convention on Contracts for the International Sale of Goods.

ANY DISPUTE RELATING TO THE CONTRACT, AND IN PARTICULAR CONCERNING ITS INTERPRETATION, VALIDITY PERFORMANCE OR TERMINATION THAT CANNOT BE SETTLED AMICABLY WITHIN ONE (1) MONTH OF THE START OF THE AFORESAID DISPUTE AS NOTIFIED TO THE OTHER PARTY, WILL FALL WITHIN THE SOLE JURISDICTION OF THE COMMERCIAL COURT OF PARIS.