February 2018 edition

This document (hereinafter “GCP”) defines the general conditions of purchase applicable to the Purchase Orders (hereinafter “Order (s)”) concluded between MENARD FRANCE (hereinafter “the Purchaser”) and the supplier (hereinafter “Supplier”) for the purchase of goods and / or services (hereinafter “the Service (s)”) of any kind.

ARTICLE 1 – Contractual Documents
The Order consists of the following documents, listed in order of precedence:
– The Purchase Order (s),
– the Special Conditions, if any, and the documents which may be annexed thereto, in particular the delivery schedule(s) and the main contract if applicable.
– these General Conditions of Purchase (GCP)
It represents the entire agreement between the parties and replaces and supersedes all previous agreements concerning the same object.

ARTICLE 2 – Acceptance of the Order
The acceptance of the Order by the Supplier will be the result of one of the following options:
– the signature by the Supplier of the acknowledgment of receipt of the Order,
– the beginning of execution of the Order by the Supplier,
– the sole receipt of the Order by the Supplier if, within 2 calendar days of its issuance, the latter has not confirmed in writing to the Purchaser its refusal to honor the Order or its reservations about it (objections, deletions and/or additions).
Upon receipt of the Order, the Supplier shall be deemed to have accepted the terms of the Order without reservations and have full knowledge of all the contractual documents that constitute it.
In no event shall the Supplier’s general terms and conditions apply, even partially, unless expressly stated in the Order as a contractual document, the mere mention of the Supplier’s offer, including in the annex or with reference to the said general conditions, is not sufficient for this to constitute a contractual document.
The conditions of the main contract between the Purchaser and its client may apply to this Order if they are expressly mentioned as a contractual document in the Order.

ARTICLE 3 – Prices, invoicing and payment terms
Unless otherwise specified in the Order, all prices mentioned in the Order shall be fixed lump sums. The prices shall be fixed and non-revisable. They include all fees, custom duties, costs, levies, contingencies and profits margins, taxes and charges of any kind, as well as necessary remunerations for the execution of the Order whether or not specified in the Order. The Supplier acknowledges that the prices take into account all risks and constraints related to the execution of the Order. The Supplier acknowledges to have perfect knowledge of the conditions of the site (safety and coactivity in particular).
Invoices are to be issued in one original hardcopy and two copies and will clearly state the Order number.
The payment will be conditioned on the Purchaser’s acceptance of the Service(s) concerned in the conditions as defined below and will be issued by wire transfer at 45 days’ end of the month.

ARTICLE 4 – Packaging and shipping documents
Unless otherwise specified in the Order, the Supplier shall deliver the products in an appropriate packaging, taking into account the nature of the products and the precautions to be taken in order to protect the products against transport and storage constraints. The Supplier must send a packing list mentioning:
– A detailed description of the products with item code and / or serial number
– The total number of parcels of dispatch and packing per package
– Identification of the net / gross weights of each item and package
– Customs codes (international transport)
The supplier must send all additional documents identified on the order (technical documents, technical and / or installation manuals, certificate of origin, certificate of conformity, inspection report, container marking with CSC plate validity for minimum 1 year, etc.)

ARTICLE 5 – Delivery and Acceptance – Transfer of Ownership
All deliveries shall be completed in accordance with the conditions and places specified in the Order and be attested by the legible signature of a Purchaser representative on the delivery note or receipt quoting the Order number; failing to do so will result in the Supplier not being entitled to claim any payment for such delivery. Unless otherwise stated, all Orders are deemed DDP (INCOTERMS 2010 published by the International Chamber of Commerce) agreed place of delivery, transport and insurance included.
However, when delivery is deemed to be EX WORKS in the special conditions of the Order, the Supplier is responsible for the packaging, loading and stalling according to the corresponding method of transport.
The Supplier shall provide the Purchaser, in two copies and in English, all installation, operating and maintenance instructions/manuals necessary for the Purchaser to install and use the Services covered by the Order.
In case of intervention on site requested by the Purchaser, the Supplier agrees to comply with all the Quality, Health, Safety and Environment rules of the Purchaser and those applicable to the site.
In no event shall the tolerance of a defect in any part of the Supplies be considered as an acceptance of such Supplies or a waiver of any remedy.
However, if after delivery, installation or commissioning of the Services, they prove to be non-compliant, the Purchaser will be entitled, to its only option, to request the total or partial replacement of the defective delivery, including all costs of dismantling and reassembly and compensation for all delays and damages at the sole expense of the Supplier, or to terminate this Order to the exclusive fault of the Supplier who must bear all direct and indirect consequences.
Ownership of all or part of the Services shall be transferred to the Purchaser at the time of (i) their payment, in particular by installments, or (ii) their acceptance by the Purchaser as defined above, whichever of these two events occurs the first. Any retention of title clause is null and void.

ARTICLE 6 – Quantities – Variation
All quantities mentioned on the Order may be subject to variations (in + or -) upon written request by the Purchaser. However, variations in quantities will not allow to change the unit price specified in the Order. The reduction or increase of the quantities will under no circumstances be compensable by the Supplier. Any variation or additional work that have not been accepted in writing by the designated representative of the Purchaser will not be eligible for payment.

ARTICLE 7 – Rules, regulations and laws enforcement
The Supplier declares and undertakes to manufacture the supplies in accordance with applicable standards and best practices, including, but not limited to, the specifications and references of the Order, all in compliance with applicable laws, environmental laws , labor laws and other regulations applicable in the country of delivery or execution of the Order or as provided in the latter so that the Purchaser can in no case be subject to claims of any nature whatsoever in connection with the design, manufacture, delivery or performance of the Services subject of the Order.

ARTICLE 8 – Inspection
The Purchaser and / or its authorized representatives authorized may, at any time and in a reasonable manner, control any execution phase of the Services subject to the Order, including at the Supplier’s premises and / or its subcontractors’ and own Suppliers.

ARTICLE 9 – Warranties
The Supplier warrants that all Services performed and delivered are in all parts new, unless otherwise specified elsewhere in the Order, and free from any defects in design, structure, materials, construction, workmanship and assembly. The Supplier also warrants that all Services comply in all respects with the requirements of the Order, as well as the applicable legal or regulatory requirements and standards in force in the country of performance or in accordance with the provisions of the Order.
Without prejudice to any of the rights granted to the Purchaser, in particular in the case of hidden defects, the Supplier undertakes, at any time before the expiry of the period of 24 months, unless stipulated otherwise, from i) the acceptance or (ii) use and / or commissioning of the Services by the Purchaser, whichever of these events occur last, to promptly repair or replace, at the option of the Purchaser, all defective Services at the costs and risks of the Supplier; and to cover all costs and expenses incurred by the Purchaser due to such a defect, including those for repair and / or replacement of any adjacent works , removal / storage, packaging, transportation, labor and moving expenses, and any consequential or non-material consequential loss and any remedy the Purchaser may incur related to such defect or repair of such vice.
The Purchaser may, at its sole discretion, obtain that the repair or replacement be made at the place of use of the Services or at any other place it may designate. The provisions of these General Conditions shall apply to the repaired or replaced part of the Services for a new period equal to the initial warranty period applicable to the Order as previously specified.

ARTICLE 10 – Assignment of the Order – Subcontracting
The Supplier shall not assign or subcontract the Order, in whole or in part, without the prior written consent of the Purchaser. The same applies in case of subcontracting. The Supplier must make available to the Purchaser at all times proof of the perfect payment of its own Suppliers and approved subcontractors. The Purchaser may, at its sole discretion, assign the Order to a third party, upon prior notification to the Supplier who accepts this right of assignment.

ARTICLE 11 – Deliveries – Penalties for delay
The dates and deadlines mentioned in the Order for the performance/deliveries of the Services constitute a substantial condition of the Order and shall be rigorously respected by the Supplier.
In the event of a delay and otherwise expressly stated in the Special Conditions, the Purchaser is entitled to apply to the Supplier, without any prior notification, a penalty equal to zero point twenty-five percent (0.25%) of the total price of the Order exclusive of Value Added Tax per calendar day of delay (in case of delay in hours, these will be cumulated and converted in day(s)). This penalty is not limited; it shall be applicable without prejudice to any other rights and remedies by the Purchaser under the Order. It will be applicable for any delay on partial deliveries or on the final schedule whether the critical path has been affected or not.
These penalties are immediately applicable and will be deducted from payments due to the Supplier.
Any delay may be considered by the Purchaser as constituting a case of default as below provided and constitute a faulty termination for the Supplier.

ARTICLE 12 – Supplier Responsibility
The Supplier shall be fully liable to the Purchaser for all damages, charges and / or losses, any costs, expenses or damages incurred by the Purchaser in case of any violation of any patent or trademark, or registered model or; o any failure, breach, error or omission in breach of an obligation contained in the Order;
o any non-conformity in accordance with the terms and conditions of the Order;
o any damage to the Service until it is accepted by the Purchaser

ARTICLE 13 – Force majeure
The Supplier shall notify the Purchaser of any event of force majeure preventing it from executing the Order within the contractually agreed deadlines. This notification shall be made within twenty-four (24) hours from the occurrence of the said event and must be justified. From the day of receipt of this notification and if the execution of the Order is made impossible for more than thirty (30) days, the Purchaser shall be entitled to terminate the Order forthwith without any indemnity.
In any event, strikes, labor disputes or other social unrest other than general strikes affecting other companies in the same sector of activity as the Supplier and any general increase in the price of raw material or labor are not considered as a force majeure event.

ARTICLE 14 – Termination
The Purchaser may automatically and rightfully terminate all or part of the Order if the Supplier has not remedied to the non-performance of any of its obligations within 72 hours following receipt of the registered letter with acknowledgment of receipt or any other means by which the Purchaser notifies it of any event of default. Upon receipt of this notification, the Supplier will not be entitled to any compensation or payment.
In the event of termination due to Supplier’s event of default, the latter shall pay the difference between the initial price provided in the Order and the one charged by a new Supplier to the Purchaser to perform all or part of the initial Order. An additional 20% will be added to this price difference to cover the management fees borne by the Purchaser. In the event of such termination, the Supplier shall be required to provide, free of charge, any drawings, technical documents, possible software and technical specifications that may be applicable to the Purchaser or any other person that he replaces to complete the Service that is the subject of the Order.
In the event of termination of the Purchaser’s own contract or part of it by the Purchaser’s client, affecting the Supplier in any way, the Purchaser has the right in its sole discretion to reduce or terminate the Order without any right for the Supplier to claim compensation, the latter being paid for the only Services accepted by the Customer and subject to paragraph 3 above.
The Supplier shall introduce into its own orders or subcontracting contracts linked to the Order, similar provisions to those contained above in order to mitigate the potential financial impact of the application thereof.

ARTICLE 15 – Insurances
The Supplier shall hold insurance policies covering its civil and professional liability under the obligations defined in the Order. These policies shall be taken out for an amount sufficient to cover its liabilities under the Order. The Supplier shall maintain the validity of the said policies for the period of execution of the Order and for a subsequent period of 5 years following its execution, The Supplier shall provide the insurance certificates and the receipt of premiums for this cover at first request of the Purchaser. The guaranteed amount of this insurance does not constitute a limit of liability for the Supplier.

ARTICLE 16 – Confidentiality – Intellectual Property
All documents or information exchanged between the Parties or to which the Supplier has access shall be treated as strictly confidential, unless such information is already known to the public. Each party undertakes to observe this obligation of confidentiality and ensure that their personnel and any other party do likewise.
Unless otherwise specified in the Order, this obligation of confidentiality shall expire five (5) years after the end of the Order, regardless of the reasons why the Order may end.
Each party will remain the owner of its industrial or intellectual property rights acquired prior to the execution of this Order. All intellectual or industrial property rights acquired during or for the purposes of carrying out the Order, shall be the exclusive property of the Purchaser as soon as they are obtained by the Supplier. The Purchaser may freely use and exploit them and shall solely be entitled to decide to protect them, in whole or in part, in its own name or that of its parent company.
The Supplier shall immediately inform the Purchaser of any claim, suit or other proceeding relating to a complaint of infringement of which it is the subject and shall act with due diligence to protect the rights of the Purchaser who, in such circumstances, will reserve the right to cancel or terminate the Order. The Supplier will indemnify the Purchaser against any consequences of such action that may prejudice it or affect this Order in any way. In the event that the Purchaser is the subject of such claims, lawsuits, and proceedings, the Supplier shall provide the Purchaser with all reasonable assistance to minimize the effects of such an infringement.

ARTICLE 17 – Ethics and Compliance
The Supplier represents and warrants that it, directly or indirectly:  has neither offered nor authorized any Prohibited Payment;
 will not perform or offer to make any Prohibited Payment ;
 will not request any service, action or inaction from any third party that could constitute a violation of any anti-Corruption Law.
 implements the necessary means to ensure that its own suppliers and subcontractors comply with the same.
The Supplier further guarantees that any payments received from the Purchaser are directly related to the fulfillment of the Supplies covered by this Order. In particular, the Supplier is not authorized to offer, give, promise any part of these payments to a Public Authority.

ARTICLE 18 – Modifications
Any amendment to the terms of the Order must be approved in writing by the parties.

ARTICLE 19 – Applicable law and dispute settlement
The Order is subject to the local law of the Purchaser’s headquarter. Application to the Order of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) is expressly excluded. Any dispute relating to the Order will be subject to the exclusive jurisdiction of the Purchaser’s Headquarters Court. Any dispute cannot suspend the performance of the Supplier’s obligations.

ARTICLE 20 – Other provisions
If any of the provisions of the Order are declared null or void, all other provisions of the Order will not be modified and will remain in full force and effect.