1. SCOPE OF APPLICATION 

Unless otherwise expressly agreed in writing, these general terms and conditions of purchase govern the relationship between ACOREL and its suppliers, subcontractors, and service providers (hereinafter collectively referred to as “the supplier(s)”). Any conflicting clause, particularly one included in the terms of sale, shall be deemed null and void.

  1. ORDERS

Within two (2) business days of ACOREL sending the order, the supplier will send ACOREL either an order acknowledgment or a rejection. Failure to reject the order within this timeframe constitutes tacit acceptance.

In the event of any discrepancy between ACOREL’s order and the supplier’s order acknowledgment, the order will prevail.

Any price change must be submitted to ACOREL in writing, respecting a one-month notice period prior to the effective date of the new price

  1. PACKAGING – DELIVERY – RECEIPT

3.1 Unless otherwise agreed or customary between the parties, packaging shall be the responsibility of the supplier. It must be adequate and sufficient, recyclable and reusable to ensure proper protection of the products against any risk of damage during transport and storage, and to allow for safe and efficient handling.

3.2 The ordered products shall be delivered according to the terms specified in the order, to the delivery location, on the delivery date, and in the quantity and quality indicated on the order or delivery schedule.

3.3 Unless otherwise agreed between the parties, the products travel at the supplier’s risk; the transfer of risk, as well as the transfer of ownership, shall only take place upon final acceptance of the products.

3.4 All deliveries must be accompanied by a delivery note and the documents required by the order. This delivery note must indicate the ACOREL order number.

3.5 ACOREL’s signature on delivery notes does not constitute final acceptance of the products; final acceptance occurs upon entry into production at ACOREL’s premises. ACOREL may return non-conforming or defective products at the supplier’s expense and risk. A credit note will be issued immediately for such products. ACOREL may demand the replacement of defective or non-conforming products under the same invoicing conditions as the replaced products or have the repair/replacement carried out by a third party at the supplier’s expense. All costs related to the non-conformity or defect of the product will be borne by the supplier

  1. DELIVERY DELAYS – PENALTIES

4.1 Unless otherwise agreed between the parties, the delivery dates specified in the order are binding and are understood to be delivery to the address indicated in the order.

4.2 Any delivery made after the agreed date will entitle ACOREL to late delivery penalties equal to 0.5% per day of the total order value excluding tax. A fixed fee of €150 excluding VAT will be charged to the supplier for handling the matter, without prejudice to any other damages of any kind.

ACOREL is authorized to offset the penalties owed by the supplier against the price owed by ACOREL to the supplier.

  1. GUARANTEE

The supplier guarantees ACOREL against any liability claims. In addition to legal guarantees and unless more favourable contractual terms are agreed upon by the parties, the supplier grants a contractual guarantee for a period of two years from the final acceptance of the products as defined above.

Under these guarantees, the supplier undertakes to bear all costs of any kind, direct and indirect, related to the product defect, including dismantling, repatriation, sorting, administrative work, labour, recall or verification campaigns, reputational damage, commercial loss, etc., and to compensate ACOREL or members of the contractual chain involved in fulfilling the end customer’s order for all direct and indirect damages of any kind suffered.

The damages that ACOREL may suffer and for which compensation will be required from the supplier may include, but are not limited to: commercial loss, damage to brand image, loss of profit margin, loss of opportunity to secure contracts and win tenders, penalties and damages owed to the customer, costs related to finding and securing a new supply contract, etc

  1. INSURANCE

6.1 The supplier undertakes to take out an insurance policy guaranteeing its civil liability as the supplier of the products and covering all financial consequences of damages of any kind caused to ACOREL and to members of the contractual chain involved in fulfilling the order of ACOREL’s end customer, related to the execution of the order and/or the products delivered.

6.2 The supplier must take out a specific insurance policy for the goods entrusted to it by ACOREL.

6.3 Upon conclusion of the order and/or the contract, and on each anniversary date and at ACOREL’s request, the supplier shall provide valid certificates from its insurer, indicating the damages and the amounts covered, the deductibles, and the duration of the coverage. This insurance must cover damages that may be caused during the execution of the order or the contract, and any damages that may be caused by the products delivered to third parties. This insurance contract cannot under any circumstances be considered as any limitation of the supplier’s liability under the order. The supplier must inform ACOREL without delay of any modification, suspension, or termination of its insurance policies.

  1. TRANSFER AND SUBCONTRACTING

7.1 The supplier may not assign the order, in whole or in part, subcontract its execution, or contribute it to another party without the prior written authorization of ACOREL.

Under penalty of breach of contract and criminal liability, the supplier is prohibited from lending ACOREL equipment to third parties.

7.2 The supplier assumes sole responsibility for the proper execution of orders, even when their execution has been entrusted, in whole or in part, to a third party, even with the agreement of ACOREL.

  1. PRICE – BILLING

8.1 Unless otherwise specified in the order, prices excluding taxes include the supply of the products, their packaging, product warranty, and transport of the product to the location indicated on the order. These prices are fixed and non-revisable without the written agreement of ACOREL, which must take the form of an amendment to the order form, or a new order form or contract, which alone will authorize the issuance of invoices at prices different from the initial prices.

8.2 Invoices will be payable within the period stipulated in the order.

8.3 In the event of non-performance or objective reasons to anticipate non-performance, ACOREL may invoke the defence of non-performance.

8.4 The supplier waives any right of retention. Should it exercise this right, it will be liable for compensation for the resulting damages under the conditions stipulated herein.

  1. INDUSTRIAL AND INTELLECTUAL PROPERTY

9.1 Where the supply of products involves the use of patented devices in whole or in part, or of registered designs or models, and generally of any element susceptible to protection under industrial property law, the supplier shall indemnify ACOREL against any claims by the owners of the patents, designs, models, etc., included in its products. In the event of legal proceedings for infringement or unfair competition, the supplier shall immediately assume the responsibilities of ACOREL and defend in its place against any and all legal actions, whether founded or unfounded, that may be brought, it being understood that any sums whatsoever that may be disbursed by ACOREL or its customers for costs and fees or even for damages awarded as a result of a judgment shall be fully and immediately reimbursed by the supplier, as well as any damages that may result from ACOREL being ordered to destroy and/or cease using the supplier’s products incorporating patents, designs, models, and infringing the rights of third parties.

9.2 ACOREL retains sole and exclusive ownership of all plans, documents, studies, and all other technical or commercial documents in any form (files, written materials, diagrams, etc.) transmitted to the supplier during the course of its business relationship with ACOREL. The supplier is prohibited from using them for any purpose other than the performance of the contract concluded with ACOREL.

9.3 In the context of service provision, ACOREL retains sole and exclusive ownership of the content of all deliverables and results (in written or any other form), source code, related documents, and all exploitation rights, including the right of reproduction and the right of public display. ACOREL may not develop similar elements for third parties for a period of 10 years for a direct competitor of ACOREL.

  1. PROTECTION OF PERSONAL DATA

In accordance with the provisions of the French Data Protection Act of 6 January 1978 and the General Data Protection Regulation (GDPR: EU 2016/679), ACOREL undertakes to collect only the data necessary for the performance and development of its business. The purpose of this data collection is to ensure sales prospecting, the management of customer, supplier, and partner relationships, company administration, human resources management, the security of our information system, and the security of property and people.

Furthermore, ACOREL undertakes to process the personal data of its suppliers only for specific, explicit, and legitimate purposes, and in a lawful, fair, and transparent manner, by offering them the possibility of accessing, modifying, or deleting this personal data.

Personal data is retained only for as long as necessary to fulfil the purpose for which it was collected. Retention periods take into account the legitimate interests pursued by ACOREL, any applicable statutes of limitations, and the recommendations of the CNIL (French Data Protection Authority).

The supplier has the right to access, rectify, object to, erase, and transfer their personal data. To exercise these rights, the supplier can contact ACOREL at the following address: GDPR Officer, 3 rue Paul Langevin, Technoparc Pôle 2000, 07130 Saint-Péray, France, or by email at: rgpd@acorel.com. If ACOREL does not respond within the statutory period of one month, a complaint may be lodged with the CNIL or any other competent authority.

  1. CONFIDENTIALITE

The supplier undertakes to treat as confidential all information communicated to it or to which it has gained access, unless ACOREL has given prior written consent. This confidentiality obligation shall survive the termination of the relationship between the parties for 10 years from its end. No visits to or photography of equipment or components on ACOREL premises or on third-party premises hosting products or services intended for ACOREL are permitted, unless expressly agreed to in writing beforehand. Display of any ACOREL document, plan, or product on the supplier’s premises or at an exhibition is prohibited without prior written consent. The supplier is prohibited from citing ACOREL as a business reference without ACOREL’s prior written consent.

  1. NATURE AND SCOPE OF THE SUPPLIER’S OBLIGATIONS

The supplier undertakes performance obligations towards ACOREL. The supplier is bound by the provisions of the contract, to which are automatically added the technical and quality standards that the supplier has stated or that it has not denied before the order was issued.

  1. ACCESS

During the order period, ACOREL and/or its clients or authorized representatives have free access to supplier facilities as well as those of their own suppliers to carry out any inspections they deem necessary.

Services performed on the ACOREL site are subject to the access conditions in effect at ACOREL.

  1. NATURE OF BUSINESS RELATIONS

The supplier undertakes to periodically inform ACOREL of the duration of its business relationship with it and its level of dependence, the percentage this business relationship represents in its turnover, and the investments allocated to it. In the absence of periodic and honest communication of this information, the supplier cannot be held liable by ACOREL regarding the continuity of their business relationship. Furthermore, ACOREL cannot compensate the supplier for any losses incurred due to ACOREL’s inability to comply with its legal notice obligations in the event of a total or partial termination of the business relationship.

  1. CIRCUMSTANCES BEYOND THE CONTROL OF THE PARTIES

In the event of an occurrence beyond the supplier’s control, ACOREL must be informed of the likely duration of this event within two business days, by registered letter with acknowledgment of receipt, following the discovery of its occurrence. The supplier is obligated to minimize the adverse consequences of this event.

  1. QUALITY AUDIT

All supplies may be subject to quantitative and qualitative control carried out directly or indirectly by ACOREL at any stage of receipt and/or manufacturing. This control may be carried out by statistical sampling.

17.TERMINATION

In the event that the supplier proves, or objective elements indicate that it would be, unable to execute the order in accordance with these terms within the contractual deadlines, ACOREL reserves the right to terminate it totally or partially by operation of law at the exclusive fault of the supplier without prior notice and to have it executed by any third party of its choice at the expense of the supplier without prejudice to any other damages and interest.

  1. NON-WAIVER

The fact that ACOREL does not apply one or another of the provisions of these general terms and conditions or of the specific terms and conditions shall not be construed as a waiver by it of its right to invoke them.

  1. APPLICABLE LAW

Any dispute relating to the interpretation or execution of these conditions shall be governed by French law, excluding the Vienna Convention of 10 April 1980.

  1. JURISDICTION ASSIGNMENT

After an attempt at amicable settlement followed by an attempt at mediation, any dispute concerning the application, interpretation and execution of these conditions, as well as any dispute relating to the order, shall be brought before the Commercial Court of Aubenas (Ardèche), regardless of the place of the order, delivery, payment and method of payment, and even in the event of a third-party claim and multiple defendants

 

 

THIS TRANSLATION IS PROVIDED FOR YOUR CONVENIENCE ONLY AND THE FRENCH LANGUAGE VERSION OF THE TERMS AND CONDITIONS GOVERNS YOUR RELATIONSHIP WITH ACOREL SAS.

IF THERE IS ANY CONTRADICTION BETWEEN THE FRENCH LANGUAGE VERSION OF THE TERMS AND CONDITIONS AND THE TRANSLATION IN ENGLISH, THE FRENCH LANGUAGE VERSION SHALL TAKE PRECEDENCE