T&Cs

General Terms and Conditions of Purchase

 

These General Terms and Conditions of Purchase (the “T&Cs”) apply by operation of law to all orders placed by one of the companies in the Humens group (hereinafter the “Purchaser”), provided that they are accepted by the supplier (hereinafter the “Supplier”) under the conditions set out in Article 2 below, whether they concern, in particular, a purchase of products (hereinafter the “Products”) or a performance of services (hereinafter the “Services”).

 

1. ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS OF PURCHASE

Acceptance of the order by the Supplier irrevocably implies acceptance of the Purchaser’s T&Cs. The Supplier waives the right to rely, in any form whatsoever, on any clauses contained in its own documents if they conflict with these T&Cs. Pursuant to the applicable regulations, in the event that the Supplier’s terms and conditions of sale conflict with these T&Cs, the conflicting clauses will not have any legal effect.

Except as otherwise provided, in the event that these T&Cs conflict with the special terms and conditions of the contract formed in accordance with the provisions of Article 2, the provisions of the Contract (as defined below) will prevail.

Any clause not provided for in these T&Cs or any amendment to these T&Cs must be expressly agreed in writing by the Purchaser.

 

2. FORMATION OF THE CONTRACT

Any order placed by the Purchaser for the Products or Services proposed by the Supplier must be formally recorded in writing (hereinafter the “Order”). Accordingly, Orders placed verbally, in particular by telephone, including those relating to additional Products and Services, will only be valid once they have been confirmed in writing by the Purchaser. On no account may anyone claim that the Purchaser has granted its tacit agreement.

In the absence of confirmation of an Order or written reservations from the Supplier within two (2) working days of the receipt by email of the Order, the Order will be deemed to be accepted by the Supplier in all its terms and conditions (hereinafter the “Contract”). Likewise, any commencement of the fulfilment of an Order by the Supplier implies the Supplier’s unconditional acceptance of all the terms and conditions of the Order.

Any Order that includes a request for confirmation of the price, delivery date or technical specifications is conditional and only becomes binding on the Purchaser from the date of written acceptance by the Purchaser of the confirmation issued by the Supplier.

By accepting an Order, the Supplier acknowledges that it has received all the elements required for its fulfilment. It is the responsibility of the Supplier to ask the Purchaser for any additional information it considers necessary within no more than three (3) working days of the date of issue of the Order. Failing this, the elements provided will be considered to be compliant and comprehensive for the performance of the Contract and the Supplier may no longer rely on their non-compliance for the performance of the Contract. The Supplier may under no circumstances make any amendment, even minor, to the Contract without the Purchaser’s express written consent.

The Contract comprises:

– the Order and its appendices accepted under the conditions specified in Article 2,

– the technical documents, plans and terms of reference etc. drawn up by the Purchaser,

– the rules incorporated by reference, in particular in the specifications.

The Supplier shall provide the Purchaser with all information and advice essential to the use of the Products or Services supplied under the Order. It shall check that the specifications are sufficient and suitable for it. In that respect, the Supplier undertakes, in particular, to provide the Purchaser with any document (such as plans, user instructions, safety data sheets and safety instructions etc.) required for the use of the Product purchased and/or the Services performed.

The Supplier’s compliance with the terms of the Contract, in particular with regard to deadlines, the required performance levels and compliance with specifications, constitutes an absolute obligation to achieve a specific result.

The Purchaser reserves the right to amend the Contract until it has been performed. If the amendment constitutes a minor change, the price may not be modified. If the amendments requested by the Purchaser are substantial, i.e. they involve a substantial investment in terms of time and/or money for the Products and/or Services, the corresponding changes in the price and timing must be notified to the Purchaser in writing within four (4) working hours of notice of the amendment and the aforementioned amendments must be approved by the parties in writing in a formal amendment to the Contract.

 

3. PRICES – INVOICING – PAYMENT

The price of the Products and/or Services is as stated in the Contract and it is non-negotiable and binding. Unless otherwise specified in the special terms and conditions, the price is stated exclusive of tax, in euros and for a delivery in accordance with the DDP Incoterm (Incoterms 2020). It also includes all costs associated with the United Kingdom leaving the European Union, including customs duties and the costs associated with the additional formalities to be completed etc.

Until the Supplier has fulfilled all of its obligations, the Purchaser is entitled to withhold payment of the corresponding price in whole or in part.

Subject to compliance with the applicable law and provided that prior notice is given to the Supplier in such a way as to enable it to check the existence of the corresponding allegation in an adversarial setting, the Purchaser may offset the sums owed to it by the Supplier under these T&Cs and, in particular, under Articles 6, 11, 15 and 21, against the sums owed by the Purchaser to the Supplier under the Contract.

No invoice for Products and/or Services may be issued by the Supplier until their Delivery, as defined in Article 7 hereof. In order to be valid, all invoices must: (1) be sent in triplicate to the address indicated in the Contract, (2) include the Order references (“Our reference” box overleaf), (3) include all mandatory statutory information in accordance with applicable regulations, and (4) relate to a single Order.

All invoices must show, for each turnover tax: (1) the nature and name of the tax and the taxable event, (2) the rate of the tax, and (3) the amount of the tax and its calculation.

Unless otherwise provided in the Contract: payment of the net amount, without any discount for early payment, by bank transfer, within forty-five (45) days, end of month, from the invoice date. This payment term is reduced to thirty (30) days net from the invoice date for the following operations: road transport of goods, vehicle hire, freight forwarding and the activities of forwarding agents, shipping and air freight agents, freight brokers and customs agents. Any late payment will give rise to the application of late payment penalties, payable as of the day after the last day of the applicable payment term. The penalties charged are equal to three times the French statutory interest rate and a flat-rate debt collection fee of €40 may also be charged, without prejudice to any damages.

The Supplier is responsible for the payment of all taxes and duties in connection with the Contract. Where applicable, the Purchaser is authorised to deduct from the payment to the Supplier any withholding tax required by a tax authority, so that the Supplier receives an amount net of such withholding taxes. For the avoidance of any doubt, it is expressly agreed that no gross-up mechanism will apply to any such withholding taxes. In such a case, if the Purchaser deducts any such amounts, it must pay them to the appropriate tax authority within the payment term permitted under the applicable law and provide the Supplier, on request, with proof of the payment of the amount in question to the appropriate tax authority.

 

4. TRADE SECRETS

The Supplier shall maintain the secrecy and procure that others maintain the secrecy of all information received by it in connection with the Contract. It may not disclose and/or use it, in any form whatsoever, for any purposes other than the performance of the Contract. All documents communicated by the Purchaser remain the property of the latter and must be returned to it after the performance of the Contract. Any breach of those undertakings by the Supplier may result in the termination of the Contract by operation of law, at the request of the Purchaser, without prejudice to any damages.

The undertakings described above take effect on the date of the disclosure of the information and continue to apply for 10 years after the disclosure.

The Supplier may not disseminate or publicise any information relating to this Contract without the prior written consent of the Purchaser.

 

5. SUBCONTRACTING

The Supplier may not subcontract the performance of all or part of the Contract without the prior written authorisation of the Purchaser. Any subcontracting must comply with the regulations on subcontracting in force and, in particular, with French Act No. 75-1334 of 13 December 1975 relating to subcontracting. The Supplier is solely responsible for the payment of its subcontractors. Accordingly, no agreement to the subcontracting of the Contract may be deemed to constitute an approval of the subcontractor within the meaning of Article 3 of French Act No. 75.1334 of 31 December 1975, as this requires specific acceptance of the subcontractor and approval of its terms of payment.

If the Supplier subcontracts all or part of the Contract after obtaining the Purchaser’s written consent, the Supplier will be solely liable for the proper performance of the Contract. It will remain solely liable for the fulfilment of all obligations agreed to by it, as if it had fulfilled all such obligations directly. In such a case, it undertakes to procure that its subcontractors comply with the Contract and these T&Cs, in particular Articles 4, 6, 7, 12, 13, 15 and 21.

 

6. DELIVERY TIMES

The date of delivery to the place designated in the Contract is a strict deadline and refers to the date of the delivery of the Products or Services by the Purchaser in accordance with the terms of Article 7. Delivery times are binding and constitute an essential element of the Contract.

Any early and/or partial delivery must be referred to the Purchaser for its prior written consent. Any event that could impact the Contract must be notified to the Purchaser and, in particular, any event that could cause a delay in delivery, in which case the Supplier must take all necessary steps to avoid or limit the delay, it being agreed that the fulfilment of this obligation does not release the Supplier from its liability.

Any late delivery after the date provided for in the Contract may result in late payment penalties being charged to the Supplier at one per cent (1%) of the total amount exclusive of tax of the relevant Contract per day of delay, without prejudice to the application of Articles 15 and 18 or the right to request a reduction in the price of the Contract.

Those penalties may also be charged in the event of a partial delivery based on the amount exclusive of tax of the part of the Contract delivered late. In such a case, the Supplier is liable to pay the penalty without any requirement to give it prior formal notice, as of the date defined in the Contract.

Furthermore, in the event of a late delivery, the Purchaser reserves the right to contact any supplier of its choice to obtain the Products or Services to be supplied under the Contract in question, at the sole expense of the Supplier.

 

7. DELIVERY – ACCEPTANCE

Unless otherwise expressly agreed by the Purchaser, the delivery of the Products refers to the delivery of the right quantity and quality of the Products to the Purchaser and delivery must be made in accordance with the DDP Incoterm (ICC 2020) to the address specified by the Purchaser in the Contract. If the delivery is to be made in accordance with the EXW Incoterm (ICC 2020), the Supplier shall cooperate with the Purchaser to facilitate the importation of the Products. The delivery of the Services refers to the acceptance of the right quality and quantity under an absolute obligation to achieve a specific result, unless otherwise provided.

If, at the time of their delivery as defined above, the Products and/or Services are not delivered in the right quantity or quality as stated in the Contract, the Purchaser may reject all or part of them.

Delivery takes place when the Purchaser considers that the object of the order is compliant and accepts it without reservations, irrespective of the form of such acceptance or the object of the order (“Delivery”).

Where the Contract provides for an acceptance procedure, the Purchaser shall draw up a report recording the acceptance without reservations and acknowledging compliance, it being specified that a procedure may also be agreed for Products. If there is no acceptance report, this does not mean that there are no reservations. If no report recording an acceptance without reservations has been signed, Delivery will not have taken place and no invoice may be issued.

In the event of a rejection of the object of the order or acceptance with reservations, the Purchaser reserves the right (i) to require the Supplier to replace or repair the relevant Products and/or Services and/or to carry out any work required to correct the reservations, within a period set by the Purchaser, (ii) to repair or replace the said Products and/or Services, directly or through a third party, at the Supplier’s expense and risk, after sending the Supplier official notice by registered post to cure the non-compliance within ten (10) days, with which the Supplier fails to comply, (iii) to retain the Products and/or Services in question and request a reduction in the price, or (iv) to terminate the Contract in whole or in part, pursuant to Article 18.

No payment or taking of possession may be treated as releasing the Supplier in the event that subsequent checks reveal that the Products and/or Services received do not match the specifications of the Contract or contain latent defects.

If the Purchaser requests a postponement of Delivery, the price defined in the Contract includes the storage of the object of the order at the Supplier’s premises for up to six (6) months.

 

8. PASSING OF TITLE AND RISK

Any retention of title clause proposed by the Supplier will be deemed to be unwritten.

Unless otherwise provided elsewhere, the risk will not pass from the Supplier to the Purchaser until the Delivery of the Products and/or Services as defined in Article 7.

 

9. FORCE MAJEURE

Force majeure events, as defined in Article 1218 of the French Civil Code and in French case law, will be handled in accordance with the rules set out in the French Civil Code. Under no circumstances may any delay by its subcontractors or its own suppliers or any cause of stoppage, in particular for strike action by its subcontractors or its own suppliers, be treated as a force majeure event or release the Supplier from any liability for any lateness or failure to fulfil its contractual obligations.

Initially, force majeure events will suspend the obligations of the parties. The affected party shall promptly inform the other party in writing, specifying the expected duration of the force majeure event. It shall make every effort to minimise the effects arising from the situation. The parties shall endeavour, in good faith, to take all reasonable steps possible to resume the performance of the Contract. If the force majeure events last for more than three (3) weeks, the Contract may be terminated by the party enduring the force majeure event affecting the other party, without any right to compensation for either party, in accordance with Article 18, without, however, any requirement to give prior formal notice to the other party affected by the force majeure event.

 

10. QUALITY

The Supplier undertakes to implement a Quality Assurance system in accordance with the ISO 9000 standard with a view to obtaining an AFAQ certification or equivalent.

 

11. WARRANTY

The Supplier warrants, including if it uses subcontractors, that both the Supplier and its subcontractors will ensure that the Products delivered and/or Services performed comply with the provisions of the Contract and are fit for their intended use. In addition to its statutory obligations and without prejudice to any claim for damages by the Purchaser, the Supplier warrants that the Products and/or Services will be free from any non-compliance and from any latent or patent defect and any defect or flaw in the design, materials, manufacturing or use. The Supplier warrants that the Products and/or Services comply with the applicable legislation, in particular in terms of safety and the environment, and do not infringe the intellectual property rights (patents, design rights, trademarks, know-how, copyright and related rights etc.) of third parties.

Any Products and/or Services that do not meet the above requirements will be treated as non-compliant.

Unless otherwise specified in the Contract, the warranty period may not be less than two (2) years after the date of the Delivery, as defined in Article 7, of the Products and/or Services.

During the warranty period, the Supplier shall correct or replace, at its own expense, any defect notified by the Purchaser as soon as possible. The Supplier undertakes to produce a detailed action plan within no more than four (4) working days of the written notice of the defect sent by the Purchaser (hereinafter the “Defect Notice”). To that end, the Supplier must implement the most appropriate solution, choosing from a repair, a full refund, a replacement of defective parts or a redesign with the consent of the Purchaser. The warranty covers all costs associated with replacement, repair or redesign operations (transport, dismantling, reassembly, labour, equipment and tools etc.) and is without prejudice to any claim for damages by the Purchaser. Any total or partial repair, replacement or redesign will trigger the application of a new warranty period covering the Products and/or Services in question, starting from the date of the Delivery (as defined in Article 7) of the repaired/replaced Products and/or Services and under the same conditions as the initial warranty (scope and duration).

If, within ten (10) working days of the Defect Notice, the Supplier has not delivered a compliant Product and/or Service, the Purchaser reserves the right to cure that breach by performing the repairs or replacements of the Products and/or Services required under the warranty, directly or through a third party, at the Supplier’s expense and risk.

The Supplier undertakes to give the Purchaser at least six (6) months’ prior notice of any discontinuation of the Products and undertakes to ensure that those Products and also, where appropriate, the sub-sets, components or spare parts remain available and, where applicable, remain compliant with the technical specifications, for a period of ten (10) years after the date of discontinuation.

 

12. COMPLIANCE WITH LABOUR LAW

The Supplier warrants that the Products will be supplied and/or the Services provided in compliance with the regulations relating to illegal work (Article L. 8211-1 et seq. of the French Employment Code) and, in particular, in compliance with the articles relating to undeclared work (Article L. 8222-1 et seq.) and the use of foreign workers without a work permit (Article L. 8251-1 et seq.).

To that end, the Supplier undertakes to provide, when the Contract takes effect and then every six months until the end of its performance, without the need for any request from the Purchaser in that respect, all the documents listed in Article D. 243-15 of the French Social Security Code, Article D. 8222-5 of the French Employment Code if it is established in France or Article D. 8222-7 if it is established or has its registered office outside France. The Supplier also undertakes to provide, in accordance with Articles D. 8254-2 and D. 8254-3, a list of the names of its foreign employees requiring work permits and its employees seconded to France, who are working in France for the performance of the Contract. All documents and certificates provided must be written in French or be provided with a translation into French.

The Supplier undertakes to impose the same obligations on its own suppliers and subcontractors. The Supplier is fully liable for all consequences of any failure by it to comply with those provisions and shall bear all costs, including fines, penalties and other charges, that the Purchaser may have to bear in that respect.

13. ON-SITE WORK

If the Supplier works at one of the Purchaser’s places of business, it will be liable for ensuring compliance with all the provisions applicable in that place of business relating to health, safety and the environment, by the Supplier and by its staff, who remain under its sole authority, and by its subcontractors, without any entitlement to claim any compensation whatsoever in that respect. It undertakes to obtain information about the provisions in force before performing the Contract. For any work to be performed at one of the Purchaser’s places of business, the Supplier and its employees must comply with the applicable policies and procedures and with the safety instructions, administrative rules and general terms and conditions of performance provided in writing or given verbally before the work.

 

14. INSURANCE

Without prejudice to the application of Article 15, the Supplier shall take out the insurance required to cover the liability it incurs as a result of the performance of the Contract, as defined in the Article set out below and, in the event that work is to be performed at one of the Purchaser’s places of business, for a minimum amount of €7.6 million for any one loss, covering all bodily injury and material and non-material damage caused to the Purchaser and to third parties, it being agreed that the Supplier must take out a higher amount of cover whenever required by the work to be performed.

The Supplier undertakes to present to the Purchaser without delay, before the Contract takes effect and at each annual renewal date, the certificates confirming the insurance it has taken out in accordance with this Article and, in the event that work is to be performed at one of the Purchaser’s places of business, to renew them on identical terms for at least three years after the work performed at the Purchaser’s place of business.

The Supplier shall inform the Purchaser of any changes altering the scope of the insurance covering the order. The Supplier undertakes to fulfil all of its obligations owed to its insurers in order to ensure the proper maintenance and implementation of its insurance cover. In particular, the Supplier must declare the nature of its operations to its insurers in an accurate and comprehensive manner and pay its premiums.

Those obligations in no way release the Supplier from its responsibilities and it remains liable, in particular, for any damage attributable to it, in the event that all or part of the financial consequences are not covered by its insurance, for any reason whatsoever.

 

15. LIABILITY

In addition to its statutory liability as a seller, the Supplier remains liable, by operation of law, for any damage of any kind that may be caused by it, its employees or any person it uses to assist it or perform the Contract, both to the Purchaser and to third parties or their property, whether in connection with any operation falling within the scope of the Contract or after the performance of the Contract, due to a total or partial non-performance, improper performance or late performance of the Contract or for death or personal injury, without any limitation of liability being enforceable against the Purchaser. The Supplier also agrees to hold the Purchaser harmless from and against any rights of recourse and/or claims exercised or filed by third parties against the Purchaser in the context of the Contract and to bear all the corresponding financial consequences. The Supplier is fully liable for its employees, subcontractors, representatives and agents.

Any inspections that the Purchaser may carry out during manufacturing, assembly, installation, commissioning, acceptance and other operations will not in any way limit the warranties and liability of the Supplier as specified above.

Provided that the Supplier is able to check, under the conditions specified in Article 2, the elements provided by the Purchaser for the performance of the Contract, the Purchaser may not be held liable by the Supplier for any flaw in those elements that has not been notified to the Purchaser under the conditions specified in Article 2.

Except as otherwise provided and expressly accepted by the Purchaser, any action relating to the operations specified in these T&Cs may be taken by the Purchaser, in accordance with the statutory limitation periods.

 

16. AUDITS

The Purchaser, which may be assisted or represented by a person appointed for that purpose, may at any time, subject to giving prior notice of fifteen (15) calendar days (unless the parties agree to a shorter period of notice) and during normal working hours, conduct any control or audit inspections that it deems necessary, at the premises at which the Products and/or Services are to be produced or performed, in order to ensure that the Supplier fulfils its contractual obligations properly and, in particular, complies with the required quality assurance procedures. That notice may be reduced to twenty-four (24) hours, if the inspection is justified by an emergency of any kind, whether established or potential. The Supplier undertakes to produce a detailed action plan of corrective action within no more than one (1) month of the Purchaser’s written notice of any discrepancies or remarks noted during the audit.

The controls and tests carried out do not release the Supplier from its liability and may not be treated, in any circumstances whatsoever, as an acceptance of the Products and/or Services by the Purchaser.

 

17. INTELLECTUAL PROPERTY

All of the elements, designs and technical documents connected to the performance of the Contract, and materials and components supplied by the Purchaser are and will remain the property of the Purchaser. The Supplier acknowledges that the elements that may be entrusted to it by the Purchaser are to be used solely for its performance of the Contract and that it may not therefore use them at its own discretion.

All intellectual property rights relating to the results developed and/or obtained in the performance of the Contract (hereinafter the “Results”), regardless of the nature of the Results (technical information, solutions, measurement results, analysis, simulations, modelling, mock-ups, specifications, databases, software (including documented source codes), designs, models, plans, sketches, tools and equipment and all related documentation), are the exclusive property of the Purchaser, which acquires them gradually, as and when they arise.

For the copyright associated with the Results, and with the exception of any know-how previously developed by the Supplier, the Supplier assigns to the Purchaser on an exclusive basis and as and when they arise, worldwide and for the entire term of the statutory protection afforded to intellectual property rights, all rights of exploitation, adaptation, display and reproduction, in all forms and presentations, and using all processes and methods of exploitation, both current and future, for all purposes and for all uses, whether direct or indirect. The financial compensation for that assignment is included in the price of the Contract.

The Purchaser is the sole party entitled to decide to protect the Results, in whole or in part, in its own name or that of its subsidiaries, without any consideration or compensation of any kind whatsoever being payable to the Supplier, other than the price set out in the Contract for the Products and/or Services in question which includes such assignment.

The Supplier warrants that it holds all rights in and to the Products, Services and Results and agrees to hold the Purchaser harmless from and against any claim, legal action or administrative proceedings that may be brought against the Purchaser by a third party alleging an infringement of a patent, design right, trademark, copyright or any other existing intellectual property right in or to the Products, Results and/or Services. To that end, the Supplier shall indemnify the Purchaser from and against all consequences (including damages, costs and expenses of any kind, including the related legal fees and expenses) for which it may be held liable. At the Supplier’s request and at its expense, the Purchaser may provide such reasonable assistance as is necessary.

If the use of an intellectual property right is deemed to constitute an infringement, and if the Purchaser so requests, the Supplier must modify or replace the infringing elements at its own expense, provided that the modification or replacement does not affect the intended purpose, value, use or performance level of the Products and/or Services.

 

18. TERMINATION CLAUSE

If the Supplier fails to fulfil all or part of any of its contractual obligations (in particular its obligation to supply the Products and/or Services, its obligation of confidentiality or its obligation to assign the intellectual property rights in and to the Products and/or Services) or if there is a risk that it could be insolvent, the Purchaser may terminate all or part of the Contract by operation of law, subject to the mandatory provisions of the applicable law and after giving formal notice by registered post with acknowledgement of receipt with which the Supplier fails to comply within fifteen (15) days of its receipt, and without prejudice to any claim for damages that may be available to it. In the event of termination, the Supplier shall return all plans and documents supplied by or produced for the Purchaser.

 

19. SUSPENSION OF THE CONTRACT

The Purchaser reserves the right to suspend the performance of all or part of the Contract on any ground. In the event of such a suspension, the Supplier shall immediately cease all work under the Contract and use its best efforts to require its subcontractors to cease their work, minimise the costs of the suspension (by diverting the materials to other uses), follow the Purchaser’s instructions and take such steps as may be necessary to protect the property owned by the Purchaser in the possession and control of the Supplier or its subcontractors. If a suspension of more than one (1) month results in additional costs for the Supplier, not attributable to any fault or negligence by the Supplier, a mutually agreed adjustment may be made provided solely that a written request (with appropriate supporting documentation) is submitted by the Supplier within thirty (30) days of the date of the request to suspend the work. Under no circumstances may the Purchaser’s obligations be greater than those that it would have owed to the Supplier without the suspension.

The Purchaser may not be held liable for any work carried out after notice of the suspension or for any costs that could reasonably have been avoided by the Supplier or its subcontractors.

 

20. ASSIGNMENT

The Supplier may not assign all or part of the rights and obligations arising from the Contract to third parties without the prior written consent of the Purchaser, in any manner whatsoever, including via a sale of a business, a sale of a business unit, a contribution to a company or, where applicable, a partial contribution of assets or changes to the share capital or control of the Supplier involving more than 50% of the shares and/or voting rights whether by a transfer or transmission of rights in and to the Supplier or in or to a company controlling it or via a merger or a demerger. The Supplier shall impose on any assignees of the Contract, all obligations required to ensure the full performance of the Contract. The Supplier remains, in all cases, fully and jointly and severally liable to the Purchaser with the assignee for the performance of the Contract.

The Purchaser reserves the right to assign or transfer the Contract to any third party of its choice. In such a case, it must inform the Supplier in writing.

 

21. COMPLIANCE

  • The economic, environmental and social requirements of sustainable development form an integral part of the Purchaser’s strategy. Committed to a process of social and environmental responsibility, the Purchaser wishes to share this commitment with its Suppliers.
  • Accordingly, for the purposes of the performance of the Contract, the Supplier must act in compliance with the principles of its own code of conduct, if they are equivalent to those of the Purchaser (the Purchaser’s Code of Ethics is available at: www.humens.com), or, if this is not the case, in compliance with the rules set out in the Purchaser’s Code of Ethics. In addition, the Supplier undertakes to make its staff and subcontractors aware of good ethical practices.
  • The Supplier undertakes to comply with all local and international regulations applicable to it, in particular but without limitation:
  1. The applicable rules in terms of environmental protection, aimed at limiting the Supplier’s environmental impact in the countries where it produces the Products and/or Services, including but not limited to: (i) European Union provisions prohibiting or restricting hazardous substances (ROHS 2002/95/EU – Restriction of Hazardous Substances and REACH 1907/2006/EU); (ii) Section 1502 of the DoddFrank Wall Street Reform and Consumer Protection Act in the United States and European Regulation 2017/821 of 17 May 2017 and for any Product containing tin, tantalum, tungsten and/or gold: (a) to prohibit the use of those metals sourced from the Democratic Republic of Congo, Angola, Burundi, the Central African Republic, Rwanda, South Sudan, Tanzania, Uganda and Zambia; and (b) to take all necessary steps in its supply chain to ensure the traceability of those minerals and metals up until the mine from which the ore is extracted and archive traceability data for a period of five years; and (c) to provide a copy to the Purchaser promptly on request; (iii) French and European regulations on waste electrical and electronic equipment (WEEE Directive 2012/19/EU) and in any event, to make available to the Purchaser, at the Supplier’s own expense, a collection and recycling system for any Products supplied to the Purchaser meeting the definition of WEEE.
  2. The health, safety and labour laws and regulations in force.
  3. Any export control laws and regulations and international economic sanctions applicable to the Products (including their components), the Services or the information that the parties may share for the purposes of the performance of the Contract.
  4. The provisions of the French Data Protection Act of 6 January 1978 and European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (hereinafter collectively referred to as the “Personal Data Protection Regulations”).
  • The Supplier undertakes to comply with the applicable anti-corruption rules, in particular French Act No. 2016-1691 of 9 December 2016 known as the “Sapin II Law”, in accordance with the rules set out in the Purchaser’s Code of Ethics available at: www.humens.com/. The Supplier warrants that it has not granted and will not grant, directly or indirectly, any gift, present, payment, remuneration or benefit in kind whatsoever with a view to obtaining the conclusion of a contract or the placing of an order by the Purchaser.

The Supplier represents that (i) it has not violated any anti-corruption laws and regulations; (ii) neither the Supplier nor any executive or manager of its business has, to its knowledge, been subject to any civil or criminal sanctions, in France or abroad, for a violation of anti-corruption laws and regulations; and (iii) no investigation or proceedings

  • that could lead to such sanctions are currently underway against it or such persons on that basis. Moreover, the Supplier undertakes to comply with the procedures applicable to it concerning the collection and handling of alerts and those relating to the prevention of corruption and influence peddling as provided for in French Act No. 2016-1691 of 9 December 2016 and its implementing decrees as well as the vigilance plan provided for in French Act No. 2017-399 of 27 March 2017.
  • In the event of a failure to comply with the rules set out in the Purchaser’s Code of Ethics or if the Supplier plans to offer any form of benefit to an employee of the group, the Supplier must inform the Purchaser’s ethics officer by email sent to the following address: codeofconduct@humens.com In the event of any non-compliance with this clause, the Purchaser may terminate the Contract by operation of law, with immediate effect and without any compensation for the Supplier, without prejudice to obtaining compensation for the loss suffered as a result.

22. JURISDICTION AND GOVERNING LAW

Any dispute arising in connection with the performance of the Contract will be referred to the LYON COMMERCIAL COURT, even in the event of a third-party application for indemnity or multiple defendants. French law will be applied to the exclusion of its conflict of law rules and the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

 

23. GENERAL PROVISIONS

  • Any tolerance shown by one of the parties towards the other party may not 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 a late delivery.
  • Electronic messages may be used as evidence by the Supplier and the Purchaser. In the event of a dispute, the parties agree to accept faxes and emails as original written documents that may be used as conclusive evidence and undertake not to challenge this method of proof, unless they dispute its authenticity. The parties agree to recognise signed electronic documents – where the authenticity of their origin, integrity of their content and consent of the signatories are guaranteed by means of an electronic signature added through a platform operated by a trusted third party – as original documents and to accept them as evidence in the same way as a written document in paper form, in accordance with the provisions of the French Civil Code, for the entire duration of their contractual relationship and, after the end of that relationship for any reason whatsoever, for as long as the conditions in which the signed electronic documents are stored guarantee their integrity. The parties undertake not to challenge the admissibility, integrity, enforceability or probative value of those documents on the basis of their electronic form and expressly acknowledge that they have the same probative value as a written document in paper form in accordance with Article 1366 of the French Civil Code.