These General Conditions of Purchase (“GCP”) shall constitute the only agreement applicable to Ateme’s purchase and expressly exclude the application of the Supplier’s general terms of sale as well as any document issued in relation to Ateme’s order for the supply of Goods and/or Services.
- Confidential Information: shall mean any data, information or documents, whether in tangible or intangible form, proprietary and maintained in confidence by either Party; regardless of whether such documents, information or other materials provided by either Party have been tagged as “Confidential”.
- Goods: shall mean material objects, together with their assembly and/or installation if applicable.
- Party(ies): shall mean individually or together Ateme or/and the Supplier.
- Purchase Order: shall mean the written document issued by Ateme to order Goods and Services to the Supplier.
- Services: shall me the work performed by the Supplier ordered by Ateme.
- Supplier: shall mean the party that supplies Goods or Services to Ateme under the Purchase Order.
- Supplies: shall me the generic term for the Good and Service.
2.1 All orders made by Ateme must be issued through a Purchase Order signed by a duly authorizes representative.
2.2 The issuance of Purchase Orders follows on from negotiations between the Parties held based on the Supplier’s general conditions of sale when they exist.
2.3 The Supplier shall acknowledge receipt of the Purchase Order in writing, within three (3) working days as of the date of the order. At expiration of such period, the Purchase Order is deemed accepted by the Supplier.
2.4 The acceptance of the order by the Supplier implies acceptance of references, price, and delivery times mentioned in the Purchase Order.
2.5 The commencement of the execution of the order shall be considered by the fact itself as an implicit acceptance of the Purchase Order and the associated GCP.
3. Delivery terms
3.1 Time is of the essence of the order.
3.2 The delivery date is indicated on the Purchase Order or specified by Ateme.
3.3 The Supplier shall not be entitled to deliver the Goods or supply the Service before the due date without Ateme’s specific authorization in writing and shall bear all costs related to any early delivery.
3.4 If the Supplier is not able to meet the delivery and execution date, it shall notify as soon as possible in writing to Ateme by providing an explanatory record and the measures taken to solve this potential delay.
3.5 In the event of late delivery, Ateme may without prior notice, apply penalties of five percent (5%) of the value of the Supplies delayed per week of delay – any week started being due – without prejudice its right to terminate the Purchase Order referring to Article 15.1 and to be compensated for any resulting damage.
3.6 Penalties shall be automatically deducted from the amounts owed by Ateme under the Purchase Order.
3.7 The payment of the penalties shall not exempt the Supplier to perform its obligations under the Purchase Order.
3.8 As an exception to the previous paragraph, Ateme shall be entitled to proceed to the purchase of the Supplies from another supplier at Supplier’s cost.
4. Packaging and shipping documents
4.1 Unless special packaging required by Ateme in the Purchase Order, the Supplier shall deliver the Goods in appropriate packaging according to norms and standards to ensure the delivery of the Goods in good condition at their destination.
4.2 The Supplier shall mark all packages and containers with all lifting, handling and transport instructions needed and with any specific conditions of transport to follow. The Supplier shall label each package and container with shipping information, Purchase Order number, shipment date and names and addresses of the consignor and consignee.
4.3 The Supplier shall be fully responsible for any damage to Goods or any additional expense caused by an inappropriate packaging, an improper or inadequate marking or labeling.
4.4 At the time of the shipment, the Supplier shall send by email to Ateme a delivery notice indicating (i) the date and the complete reference of the Purchase Order, (ii) the full address of the respective warehouse of the consignor and the consignee, (iii) a detailed description of Goods, (iv) the total number of packages in the shipment, (v) the identification of gross and net weight of each package, (vi) the mode of transportation, (vii) the date of shipment and (viii) the date of delivery.
4.5 The shipment of the Goods shall be done at risks and expenses of the according to DDP – DAP – Incoterms 2010.
4.6 The Supplier shall subscribe to a suitable insurance covering the Goods up to their arrival at the premises of Ateme or any other destination approved by it.
5. Reception and acceptance
5.1 Except otherwise specified on the Purchase Order, reception of the Supplies shall always be carried out in the premises of Ateme, on working days during business hours. No delivery shall be accepted outside these requirements.
5.2 Ateme reserves the right to refuse the Supplies for the following reasons:
- non-conformity of the Supplies with respect to the quantity or quality specifications mentioned in the Purchase Order;
- noncompliance with the dates and delivery hours;
- any other reason duly justified by Ateme.
5.3 All non-conforming Goods shall be returned to the Supplier at its own risks and expenses.
5.4 Notwithstanding the provision stipulated in Article 5.3, in case of non-conformity, Ateme may choose to keep the defective Supplies with a price reduction.
5.5 The supplies shall be accepted in writing by Ateme. No implicit acceptance shall be considered.
5.6 No payment shall be due by Ateme for rejected Supplies.
6. Financial terms
6.1 Unless otherwise specified in the Purchase Order, the prices are without taxes, firm. They shall be set Delivery Duty Paid in Ateme’s premises – DDP as defined in Incoterms 2010.
6.2 The Supplier shall bear all transport and unloading costs, customs duties, taxes as well as insurance costs and risks, until final receipt of the Supplies according to the terms of Article 5 herein.
6.3 Invoices must be sent to Ateme in two (2) copies; they shall mention the Purchase Order reference, the description of the Supplies, the number of items if applicable, the unit price excluding taxes and the date of delivery.
6.4 Unless otherwise agreed by Ateme, invoices are payable within sixty (60) days from invoicing date.
6.5 In case of off-invoice deduction, the amount of VAT will be deducted accordingly.
6.6 All amounts payable by Ateme shall be computed and paid in euros. In compliance with the applicable law, in case of late payment, the Supplier may invoice Ateme late payment interests eligible for capitalization, at three (3) times the French legal interest rate. In addition, the Supplier may obtain a fixed amount of forty (40) euros as an indemnity for recovery costs.
6.7 Ateme reserves the right to suspend all or partially the payment until the complete execution of the Purchase Order.
6.8 Ateme expressly reserves the rights to automatically deduct from the payments made to the Supplier, any and all sums which it may owe Ateme for whatever reason.
7.1 At the date of delivery and for a period of twelve (12) working months, the Supplier remains responsible for any failure affecting the proper operation and / or the use of Supplies.
7.2 The Supplier warrants that all Supplies executed and / or delivered with respect to the Purchase Order (i) comply with the specifications thereof and are free from any defects apparent or hidden in design, in structure, manufacturing or installation and (ii) conform in all respects to both control and requirements prescribed by laws, regulations and standards in force in the place of delivery.
7.3 The Supplier warrants that the Supplies are suitable for the purposes for which they have been purchased by Ateme.
7.4 If the Supplies (i) do not comply with the terms of the Purchase Order or (ii) within the guarantee period are deficient, Ateme may choose, notwithstanding its other rights and claims, either:
- to return the Goods at the expenses and risks of the Supplier; or
- to require the repair, adaptation, improvement or supply or new Goods or Services by the Supplier free of charge; or
- to terminate all or part of the Purchase Order with immediate effect.
7.5 At the end of the contractual warranty period, the Supplier shall remain liable for all consequences, either direct or indirect, arising from hidden defects which may affects the Supplies. All clauses that tend to reduce the legal warranty are deemed void.
7.6 The Supplier undertakes, for a minimum period of five (5) years following the end of production or withdrawal from the catalogue of the Goods, to supply Ateme under reasonable conditions in particular in terms of price and delivery period, with items, spare parts and other elements required to continue to use the Goods.
8. Transfer of title and risks
8.1 Subject to any claim to retention of title or rights to complain, the ownership of the Supplies shall be transferred to Ateme at their delivery to Ateme, provided that such Supplies have been approved by Ateme and meet the terms and requirements of the Purchase Order. The supplier guarantees to transfer full and unencumbered ownership.
8.2 Regardless of the terms and conditions of transportation, the transfer of risks with respect to the Supplies shall be delayed until the final receipt of the Supplies at the address indicated in the Purchase Order.
9. Intellectual Property
9.1 The Supplier guarantees that the object of its Goods and Services will not infringe any third-party intellectual or industrial property rights.
9.2 If the Supplier provides Supplies which are subject to any third-party intellectual or industrial property rights, the Supplier shall grant to Ateme an irrevocable, perpetual, nonexclusive, worldwide, royalty-free right of use.
9.3 Either Party shall retain ownership of all pre-existing intellectual or industrial property rights that already exist prior the execution of the Purchase Order.
9.4 All right, title and interest to Intellectual Property created by the Supplier within the framework of the Purchase Order shall be owned by Ateme and deemed as such as of their creation.
9.5 The Supplier shall indemnify Ateme against any third-party claim arising from or connected with any infringement of the said rights and shall compensate Ateme in respect of all consequential loss and costs.
10.1 Confidential Information disclosed by either Party to the other Party in connection with the Purchase Order or during its execution remains the exclusive property of the Party disclosing such information.
10.2 The Party receiving the Confidential Information shall only use it in connection with the execution of the Purchase Order.
10.3 The receiving Party undertakes to treat the Confidential Information as strictly confidential for a period of three (3) years following the date upon which the Purchase Order has been placed.
10.4 The receiving Party shall only disclose the Confidential Information to its employee on a need-to-know basis and shall ensure that such employees are bound by similar confidentiality obligations.
10.5 Without prior written consent from Ateme, the Supplier shall not communicate on, in any manner whatsoever, or disclose any information about the existence of commercial relations between Ateme and the Supplier and/or about Ateme and its associated products.
11. Liabilitiy – Insurances
11.1 The Supplier is liable for any loss suffered by Ateme or any third party as a result of any breach of its performance of the Purchase Order or as a result of any unlawful act or omission on the part of the Supplier, its employees or any third party it has engaged.
11.2 Furthermore, the Supplier shall indemnify Ateme against all direct and indirect damages arising from any defect of the Goods, including but not limited to any costs of replacement and/or repair of all adjacent components and related transportation costs.
11.3 The Supplier must take out adequate liability insurance at its own expense (including, in any event, business and professional liability insurances). Upon Ateme’s request, the Supplier shall provide adequate proofs of the policy and payment of the premiums.
12.1 The Supplies must comply with all applicable local, European and international legal and regulatory requirements concerning hygiene, safety and environment (non-exhaustive list) for dangerous substances and preparations (REACH, RoHS, asbestos…), waste (packaging, WEEE, …), noise, electrical protection, electromagnetic / ionizing / optical radiation, vibration and any other nuisance.
12.2 The Supplier undertakes to respect any requirements and regulations defined by the International Labor Organization and be fully compliant with French labor law.
12.3 The Supplier shall at all times maintain high ethical standards and avoid conflicts of interest in the execution of the Purchase Order. The Supplier shall comply with all applicable laws, statutes, regulations and other requirements prohibiting bribery, corruption, kick-backs or similar unethical practices including, the United States Foreign Corrupt Practices Act.
12.4 All these obligations shall be enforced to the Supplier itself but also to its own suppliers and subcontractors.
12.5The Supplier undertakes to inform Ateme of any non-compliance with regulations such as mentioned above and compensate Ateme any consequences resulting from non-compliance with the Supplier obligation described in this article.
12.6 All justified documents and certificates must be supplied upon Ateme’s first request.
13. Export control
13.1 The Supplier agrees and warrants that it shall comply with all applicable intentional and national export control laws and regulations and it shall not export or re-export, directly or indirectly, any information, goods, software and/or technology to any country for which European Union or the United States of America or any other country, at the time of export or re-export, requires an export license or other governmental approval, without first obtaining such license or approval.
13.2 The Supplier undertakes to inform Ateme in writing whether or not the supplied information, goods, software and/or technology is US controlled and/or controlled under the export control laws of its own country, and if so, the Supplier shall inform Ateme about the extent of the restriction, including but not limited to export control legal jurisdiction, export control classification numbers, export control licenses and/or CCATS as applicable.
13.3 The Supplier shall obtain all international and national export licenses or similar permit required under all applicable export control laws and regulations and shall provide Ateme with all information required to enable Ateme and its clients to comply with such laws and regulations.
14. Personal Data
14.1 Noncompliance by the Supplier of the Personal Data Regulation, whether European or national resulting in particular from Regulation 2016/679/EU of April 27, 2016, shall be deemed as a gross fault.
14.2 Any failure of the Supplier to fulfil its obligations within the meaning of the General Personal Data Regulation shall engage its responsibility vis-à-vis Ateme.
15.1 In the event of failure by the Supplier to perform any of its contractual obligations whatsoever, Ateme may shall automatically terminate the Purchase Order after a fifteen (15) day notice given in writing remaining in whole or in part without effect during this period, without prejudice to the right of Ateme to claim damages.
15.2 Ateme may also, without prejudice of any applicable laws (i) terminate the Purchase Order in case of bankruptcy, dissolution or seizure of the assets of the Supplier, (ii) terminate, at any time, unilaterally and as of right, any Purchase Order placed but not yet executed without formal procedures.
15.3 The completion or termination of the Purchase Order shall not affect any obligations that, due to their nature, shall survive, such as but not limited to obligations relating to the warranty, compliance with regulations, intellectual property or confidentiality.
16. Force Majeure
16.1 A force majeure event is an event which is reasonably unforeseeable, and which is uncontrollable that prevent one Party to perform its obligations and which cannot be circumvented by the affected Party.
16.2 In case of force majeure, the obligations of either Party affected shall be first suspended. The affected Party shall promptly notify the other Party in the event of force majeure and the probable duration thereof.
16.3 The affected Party shall make reasonable effort to minimize the effects resulting from this situation.
16.4 Should the force majeure last more than thirty (30) days, the other Party may terminate the Purchase Order without damages due to either Party.
17. Applicable law
17.1 These GCP are governed by the French law.
17.2 The applicability of the United Nations Convention on contracts for the International Sale of Goods is explicitly excluded.
17.3 Any dispute between the Parties shall ne resolved as far as possible by negotiation. In the event of failure, the Courts of Paris shall have sole jurisdiction.
18. General provisions
18.1 The Purchase Order shall not be subcontracted in whole or in part without Ateme’s prior written approval. If Ateme agrees a subcontractor, the Supplier shall remain solely liable for the performance of such subcontractor.
18.2 The Supplier cannot assign or transfer to third party, even an affiliate, the Purchase Order. Ateme is free to assign, transfer, in whole or in part, its rights and obligations under the Purchase Order.
18.3 The Supplier shall immediately inform Ateme of any risk of economic dependence. Such obligation is of essence as its permits to the Parties to keep balanced relationships.
18.4 The invalidity of one clause shall not invalid these GCO and the Parties shall do their best effort to substitute said invalid clause with a valid clause of equivalent economic effect.
18.5 Neither Party’s failure to exercise any of its rights hereunder shall be deemed a waiver of any such rights.
18.6 Either Party is an independent legal entity, both in legal and financial terms, and acts on its own behalf and under its sole responsibility. The Supplier carries out its activities as an independent service provider towards Ateme.
This agreement is governed by Article L441-6 of the French Commercial Code and in accordance with article L111-1 of the Consumer Code. All sales made by Ateme, a corporation of France, with offices at Green Plaza – 6 Rue Dewoitine , VELIZY-VILLACOUBLAY 78140 (“Seller ») are made to the Buyer pursuer to the Following terms and conditions (“Agreement »).