TERMS AND CONDITIONS OF PURCHASE

TERMS AND CONDITIONS OF PURCHASE

LYNRED GENERAL TERMS AND CONDITIONS

OF PURCHASE

THIS GENERAL TERMS AND CONDITIONS OF PURCHASE ARE PROPOSED WITHIN THE NEGOTIATION WITH THE SUPPLIER FOR PURPOSE OF DETERMINING THE TERMS AND CONDITIONS APPLYING TO LYNRED PURCHASES AND WHICH SHALL APPLY TO ANY ORDER TO WHICH THERE ARE REFERENCED, AS IS OR COMPLETED BY SPECIAL TERMS AND CONDITIONS IF ANY.

1. PURCHASE ORDERS


1.1. Unless otherwise stated in a written agreement signed between the supplier or the services provider identified in the order (hereinafter the “Supplier”) and LYNRED (hereafter called the "Purchaser"), the terms and conditions herein shall apply to all purchase orders for materials, equipment or services of any kind (hereafter referred to as "Products") issued by Purchaser to the Supplier.

No other provision will apply to the orders without prior written agreement between the parties.

1.2. The purchase order is issued by mail or by electronic transmission, either as an attachment to an e-mail or on the Purchaser supplier extranet, the Supplier then receiving information by e-mail of its availability for loading on the portal.

1.3. An order is considered as final and binding, without prejudice to section 13.1 as set forth below, upon Purchaser's reception in writing, by mail or e-mail of Supplier's acknowledgment of order within five (5) working days from
the date of the order’s issuance. Failure to return the order acknowledgment within five (5) working days gives Purchaser may cancel the order without penalty. Any purchase order executed partially or totally without acknowledgment of order is deemed as agreed without reserve.

 

2. EXECUTION OF THE ORDER


2.1 The Supplier commits to execute the order in accordance with the provisions herein what he agrees, and with any specifications provided by the Purchaser, and in accordance with the usual good practices and with any regulations applying thereto. Supplier is bound by an obligation to get results.

2.2 The Supplier has to verify and ensure he owns any rights and information required for the performance of the order, before its execution, and shall bear any liability resulting from the determination of the means used for its performance and of their potential deviations from Purchaser’s expectations expressed.

2.3 The Supplier, as skilled and qualified professional in its field of work has to provide all information and advices to the Purchaser.

2.4 The Supplier will inform the Purchaser in written of any situation on its person which could affect the performance of the order, and of any modifications arising in its organization or any event that could delays the performance of the order.

2.5 Purchaser’s representatives, who may be accompanied by those of its customers and/or the statutory authorities having an interest in the order, its performance and/or its warranty, are entitled to access to the Supplier's premises where order is performed, in particular to give special instructions, supervise the manufacturing process, control and/or test the ordered Products, by using, if needed, Supplier's plant control and testing facilities. Such inspection shall not be construed as reducing Supplier's liabilities towards Purchaser.

2.6 The Supplier undertakes to raise the awareness of its employees and service providers so that they contribute to improving the compliance and safety of its Products.

 

3. PACKAGING AND DELIVERIES

 

3.1. Unless a special packaging is specifically defined between the Parties in the purchase order, Supplier shall supply the Products with adequate packaging, taking into account the nature of the Products and taking all measures to protect the Products from bad weather, corrosion, loading accidents, transportation or storage constraints, vibrations or shocks, etc. In any case Products shall be packed, packaged, marked and otherwise prepared for shipment in a manner which is (i) in accordance with good commercial practices, (ii) acceptable to common carriers for shipment at the lowest rates and (iii) adequate to insure safe arrival of the supplies at the named destination.

3.2. Supplier shall mark all packages and containers with all necessary lifting, handling, and shipping instructions, clearly identifying and marking items that need special care or special storage and/or transportation conditions, indicating the precautions to be taken. Supplier shall label each package and container with shipping information, purchase order numbers, Purchaser’s articles and/or Product references, serial number if any, quantity of Products, date of shipment, and name and address of consignor and consignee.

3.3. Unless particular instructions for packaging, marking or labelling defined between the parties, the Supplier will be considered solely responsible for any damage to the Products or any extra expenses due to incorrect or inadequate packaging, marking or labeling. As a result, the Purchaser will be entitled to apply the provisions settled in article 6 hereof.

3.4. When delivering Products as including the deliverables of services, Supplier will at the time of dispatch, notify the Purchaser of the delivery in case of hardware, or a deliverable report in case of services, both in two (2) copies, specifying (i) the date, the complete reference number of the purchase order and the order line number concerned, (ii) the complete address of the consignor and of the consignee warehouse as the case may be, (iii) the Supplier batch identification, Product serial number if any, (iv) a detailed description of the Products, (v) a compliance Product certificate , (vi) Purchaser articles and/or Products references, (vii) number of Products in each packages and the total number of packages in the shipment, (viii) the identification gross and net weight of each package, (ix) the transportation mode, and (x) the date of shipment, and (xi) , any documents required for customs clearance purpose in case of importations.

The omission of one of the items listed above (points (i) to (xi) may be considered by Purchaser as non-compliance to these General Conditions of Purchase.

Certificate of compliance of the Products delivered will be sent, on electronic format to the following e-mail address: qualite@lynred.com

3.5. The method of delivery and the respective obligations of the parties will be defined by mutual agreement and specified in the purchase order, subject to INCOTERMS 2010. Where not otherwise specified, carriage of Products shall be at Supplier's own risk and expense. In any case, Supplier will provide adequate and sufficient insurance coverage for the Products until their arrival of the Goods at Purchaser's premises or the destination otherwise agreed.

 

4. TIME SCHEDULE AND DELAYS

 

4.1. Time schedule and delivery date(s) are defined by mutual agreement between the parties and specified in the purchase order. Supplier's acceptance of the purchase order means Supplier's irrevocable commitment to meet the time schedule and delivery date(s) thereby set out.

4.2. Time schedule and delivery date(s) specified in the purchase order are of the essence of the purchase order and can be changed only by written agreement signed by both parties. 4.2.1. Early deliveries shall not be allowed unless accepted in writing by Purchaser in advance. In any case Supplier shall not be entitled to bonus for any early delivery. 4.2.2. Supplier will inform, promptly and without delay, the Purchaser in writing of the full details of any events which may delay the execution of the purchase order, without however being entitled to any claim to extend the delivery time therefore. Supplier will make all reasonable efforts to minimize the delay in delivery and the consequences of the delay. 4.3.3. In case of delay, except due to a force majeure event, the Purchaser shall be entitled to claim late penalties as set forth below and/or to terminate the purchase order without prior notice, without prejudice to compensation of the losses and damages resulting from the delay.

4.3.4 Late penalties are of automatic damages nature and shall not discharge the Supplier of any possible damages which could be claimed in the compensation of the losses and damages resulting from the delay and of the Purchaser’s right to cancel the order. They become due after five (5) calendar days, without need of formal notice, according to the following formula: P = [(V x R) / 1000], where P is the amount of the penalties, V is the value of the late Products and R is the number of the started calendar day of delay. They shall remain limited to 10 % of the concerned Products’ value. The Purchaser will notify the Supplier the amount of late penalties in written. The Supplier expressly undertakes that the Purchaser, after a period fifteen (15) calendar days from the notice above, may deduct the penalties from the price to be paid to the Supplier for the concerned order, if within this period the Supplier has neither objected in written the grievance nor already paid the penalties claimed.

 

5. CHANGES, SUBSTITUTIONS AND CONTINUITY

 

5.1. Purchaser may ask modifications in the order, by amendment to the purchase order, and no such modifications (the “Modifications”) shall in any way vitiate or invalidate the purchase order. Supplier shall then acknowledge receipt of the amendment to the purchase order in accordance with section 1.3 above, in particular for informing the Purchaser of any changes (the “Changes”), such as the price or the schedule, as consequence of the Modifications requested by Purchaser. Failing by the Supplier to issue its reserves within 5 working days from the receipt of the amendment to the order including the Modifications, or in case of partial of full execution of the amendment, the latter and Modifications it includes are deemed as agreed without reserve or Changes. In case of agreement by the parties on the Changes resulting from the Modifications, the Changes shall be jointly agreed in written by the parties and laid down on a new amendment or a new purchase order.

5.2. No changes or substitutions of the supply or deliveries of non-conforming Products made or proposed by Supplier shall be allowed unless accepted in writing by Purchaser in advance. Supplier shall further inform the Purchaser as soon as it detects or is made aware of any defects or non- compliance to any warranties as set forth in article 10.1 below, that affects or is susceptible to affect one of any delivered Products whatsoever, whether said Products are the purpose of the pending order or of any previous one.

5.3 Without prejudice to a more restrictive provision set forth in the purchase order, Supplier shall, for a period of 10 years from the end of the warranty period of the last delivered Product (the “Continuity Period”), notify the Purchaser with a twelve (12) months prior notice, any major modifications of the Product, i.e. that prevent from warrantying the compliance of the Product to its specifications, form or function, in order to allow the Purchaser to issue a last buy order of the Product, before the end of the notice, to be delivered within six (6) months from the order, or any other solution to enable the Purchaser at the Supplier’s costs and risks, to ensure the continuity of its supply of Products during the Continuity Period.

 

6. ACCEPTANCE OR REJECTION OF PRODUCTS

 

 

6.1 The Purchaser is entitled to refuse any Products that do not comply with the order, specifications or prior indications as well as any Counterfeit Products that is knowingly delivered by the Supplier without prior consent of the Purchaser. A “Counterfeit Product” as used here-above means an unauthorized copy, imitation, substitute, reworked or modified Product or part of the latter (e.g. material, part, component) which is misrepresented as a specified genuine Product or part of an original or authorized manufacturer, including but not limited to, a false identification of marking or labelling, grade, serial number, date code or performance characteristics.

The Supplier will put in place a process to prevent risks of Counterfeit Products occurrence.

Non acceptance of Products will be promptly notified to Supplier by registered letter, fax, e-mail, delivery report or delivery bill with reserves. Failing to act for the replacement or reparation of the Products within ten (10) working days from receipt of said notice, or without formal objection by Supplier given in written within the same period, the Purchaser reserves the right to: (i) accept the Products as is, with a reduction of its price; (ii) accept the Products after corrective actions at the exclusive expenses of the Supplier, whether these actions are performed by the Supplier itself, by the Purchaser, or any other third party designated by the Purchaser; or (iii) to refuse the Products and to held them to the Supplier disposal, their return being in any cases at its exclusive costs and risks. 6.1. Any advanced payment or prior payment to secure cash discounts does not constitute Purchaser's acceptance of the Products.

6.2. Non-refusal of the Products does not in any way limit the warranties as per Section 9 below.

6.3. Any non-compliant Product may be considered as never delivered. In addition to the late penalties that could be claimed by Purchaser pursuant to section 4 above, a fixed compensation of one hundred and fifty (150€) euros may be claimed to the Supplier for the administrative costs arising from the treatment of the non-compliant Products, without prejudice to the Purchaser’s right to claim damages for losses and damages arising from a non-compliant delivery. The Supplier expressly undertakes that the Purchaser, after a period fifteen (15) calendar days from the notice above, may deduct the penalties from the price to be paid to the Supplier for the concerned order, if within this period the Supplier has neither objected in written the grievance nor already paid the penalties claimed.

 

7. OVERSHIPMENTS

 

Purchaser agrees will pay only for the ordered quantities, provided that such quantities can be subject to the provisions of section 5 above. Over shipments will be held available to Supplier at its sole risk and expense for a period of time not exceeding ten (10) days from the date of delivery. After such period of time has elapsed if Supplier fails in taking back the Products or sending instructions for shipment at Supplier's expense, Purchaser will be entitled, either to return Products exceeding the ordered quantities to Supplier at Supplier's sole risk and expense, or at its sole discretion, elect to purchase any, all or part of such over shipments according to the terms of the applicable purchase order and to these General Terms and Conditions of Purchase.

 

8. TRANSFER OF TITLE AND TRANSFER OF RISK

 

8.1. Unless otherwise agreed in writing by the parties, transfer of title shall take place upon arrival of the Products at Purchaser's premises or the destination otherwise agreed, or at the time of the performance of the services. Supplier expressly waives any reservation of title or property on the Products delivered.

8.2. Transfer of risk shall take place according to the INCOTERMS 2010 provisions applicable to the supply. If no INCOTERMS provision is applicable or if it is not specified, transfer of risk shall follow transfer of title.

 

9. PRICING, INVOICING AND PAYMENT

 

9.1. Applicable price is the price mentioned in the order or resulting from price calculation formulas as stipulated in the order. Such price shall always be stipulated firm, and not subject to revision or escalation, or any adjustment due in particular to currency fluctuation. Unless otherwise agreed in writing, price is fully inclusive of standard packaging and of any costs, risks, profits and taxes related to or in connection with the performance of the purchase order, including the intellectual property rights granted or transferred. No extra charge of any kind will be allowed unless specifically agreed in writing by Purchaser in advance and stated in the purchase order.

9.2. Supplier shall invoice Purchaser according to the invoicing schedule set out in the order. Invoices shall include (i) purchase order number or reference, (ii) quantity and description of Products supplied, (iii) date and reference of delivery notice and (iv) detailed price, and shall be accompanied by all the necessary supporting documents. The invoice is issued to the person designed in the order. Invoices that do not comply with the above conditions will be treated as null and void and will be returned to Supplier.

9.3. Payment term shall be forty-five (45) days from the date of the invoice, unless specific and more stringent provisions of public order applying.

9.4 In case advances or prepayments are asked/granted, their payment has to be covered by a first demand guarantee or any other guarantee agreed between the Parties. In any cases, definitive payments or final installment in case of graded payment will be done only after delivery by the Supplier of all required technical documents, user guides and certificates of conformity.

 

10. WARRANTIES

 

10.1. Unless otherwise agreed in writing by the parties, Supplier shall warrant for a period of thirty-six months (36) months from receipt without reserve, that the Products supplied (i) comply with all the specifications, blueprints, drawings and data of Supplier (in any format) or provided by Purchaser and accepted by Supplier or jointly agreed by the parties in writing; (ii) comply with all the requirements written on the purchase order, rules and principles set forth in the General Terms and Conditions of Purchase as set forth herein, (iii) are new, of good workmanship and according to the state of the art, free from any hidden defects, design, material, manufacturing or operating defect, repair or modification and (iv) are of merchantable quality. It is understood and agreed that Supplier is responsible for the supply of all parts and documentation required for a complete operation of the Products, even if not expressly mentioned by Purchaser.

10.2. During the warranty period, Purchaser shall notify Supplier in writing of any defect or malfunction of Products supplied and Supplier shall without any delay and at its expense replace or repair the Products or correct the defect or malfunction, including the possible damages caused to subassemblies of the Products or other products and/or equipment incorporating the Products. Supplier shall provide another thirty-six (36) months warranty period for any replacement, starting on the day of the replacement Product delivery; or in case of repair or correction of the Product, an extension for the duration of the remaining of the warranty period equal to the unavailability period of the concerned Product.

10.3. If Supplier does not satisfactorily and within a short time, replace or repair the Products or correct the defect or malfunction, Purchaser shall have the right, at Purchaser's exclusive option, to (i) make the replacement, repair or correction itself at Supplier's sole cost and expense, or (ii) have such replacement, repair or correction made by a third party at Supplier's sole cost and expense, and/or (iii) to obtain from Supplier total reimbursement of the purchase price paid for the defective or malfunctioning Products. Notwithstanding the foregoing, the Purchaser shall be entitled to take any protective measures

10.4. Supplier agrees that the warranties specified herein shall be in addition to any warranties implied by law or expressly granted by Supplier other than specified herein and to any other warranties, whether express or implied, applicable to the relevant purchase. They shall survive any inspection, test, acceptance and payments by Purchaser, as well as any termination of orders or of agreements related to orders.

 

11. INDUSTRIAL AND INTELLECTUAL PROPERTY

 

11.1. Without prejudice to the provisions of section 11.2 below, each party remains sole owner of its information, data, methods, processes, patterns, designs, drawings or know- how, inventions, whether issued or acquired previously or within the execution of the order, whether or not susceptible of a protection by any title to intellectual property (the “IP rights”). 11.1.1 If the Purchaser’s IP rights are required for the performance of the order, Purchaser may grant to the Supplier a personal, non-exclusive, non-transferable and limited to the execution of the order, right to use said IP right, without charge, the Supplier forbidding any copy or reproduction nor use for any other purpose than the performance of the order. 11.1.2 Supplier grants to the Purchaser, on any IP rights needed for the use or exploitation of the Products, without any other price than the payment of the price of the Products, a right non-exclusive, irrevocable, worldwide to use and exploit said IP rights. This right being transmissible to any person of Purchaser’s choice and especially to its subcontractors and/or the assignees of the Products, for the validity period of the IP rights, for design, manufacture and commercialization of its own products purposes.

11.2 The Supplier transfers, exclusively to the Purchaser, all results, items, data developed from the Purchaser’s specifications, and especially any IP rights resulting from the order’s performance or developed on behalf of the Purchaser.

As such, for the results that could be protected by author’s rights, the Supplier transfers to the Purchaser all author’s rights, including the right of representation, reproduction, translation, modification, adaptation, use and distribution, on any media, worldwide and for the duration of the author’s rights.

Supplier expressly undertakes to make no other use of these results, items and data otherwise than for the execution of the order.

11.3. Supplier guarantees that the Products to be supplied and any part of them do not infringe any patent, license, industrial patent right, copyright, mask work right or any other industrial and/or intellectual property right of any third party. Supplier guarantees that it has full right to use, produce and sell the Products to be supplied and that Purchaser shall have full right to use and re-sell such Products.

According to this warranty, Supplier agrees to hold Purchaser harmless against any claim or action for infringement of a third party industrial or intellectual property right (a “Claim”), to pay all costs incurred by Purchaser for the defense of such claim or action, including reasonable attorney fees, and to indemnify Purchaser for any damage, loss and prejudice suffered by Purchaser as a direct or indirect consequence of such claim or action.

11.4 In the event any Claim occurs, or in the opinion of the Purchaser is likely to occur, the Supplier shall either: (i) procure for the Purchaser the right to continue to use the Products, or (ii) replace or modify the same so that it become non-infringing and provide substantially the same specifications, form an functions allowing its substitution to the concerned Product.

 

12. PROPRIETARY INFORMATION AND CONFIDENTIALITY

 

12.1. Any data, drawing, design, equipment or other material or information to which the Supplier could access within the performance of the order, or in the course of its venue on the Purchaser’s premises, whether is (i) provided by Purchaser or (ii) provided by Supplier but paid by Purchaser as a part of the Products' purchase price, shall be solely owned by Purchaser and shall be considered Purchaser's proprietary and confidential information.

12.2. Any confidential information as further defined above will remain the property of the Purchaser and are disclosed to the Supplier solely for the needs of the performance of the order, exclusive of any other purpose. 12.2.1 Supplier undertakes (i) to not disclose the confidential information to any third parties; and (ii) to protect them against any disclosure or use non-expressly authorized by Purchaser. Supplier undertakes to disclose the confidential information only to those of its employees having a real need to know for the purpose of performance of the order and provided that they have been previously informed of their confidential nature. 12.2.2 The confidentiality and protection undertakings settled in this clause 12 will remain in full force and effect for the time of performance of the order and for five (5) years from its expiration or termination. agrees to keep strictly confidential any and all materials and information under 11.1 as well as any other Purchaser's proprietary materials and/or information received for the purposes hereof and to avoid communication or disclosure of such material and/or information to any third party unless with prior written consent of Purchaser.

12.3. Any advertising or oral or written communication concerning the order or its details shall be subject to Purchaser's prior written approval.
Unless Purchaser’s prior approval, Supplier will not use, in any way and for any purpose whatsoever, including for referencing or for its customer’s information purposes, Purchaser’s name, logo, or any Purchaser’s distinctive marks or features.

 

13. TERMINATION

 

13.1. Purchaser shall have the right to terminate the purchase order without paying any compensation or penalty to Supplier, (a) by e-mail, before Supplier's acknowledgment 

of order pursuant to section 1.3 above, or (b) by registered letter with acknowledgment of receipt, if any of the following events occurs: (i) Supplier fails to deliver the Products (including the performance of any services) within the date scheduled in the purchase order, and the delay lasts more than one (1) week without being approved by Purchaser; (ii) Supplier fails to comply with warranty obligations; (iii) Supplier unreasonably withholds its consent to purchase order changes as per section 5 above; (iv) Supplier is in breach of any of its obligations as set forth in section 16; (v) Supplier is in breach of any of its obligations arising from these General Terms and Conditions of Purchase or from any other contractual document between the parties to which the purchase order is subject, and breach is not cured within ten (10) days from reception of written notice from Purchaser of the breach; (vi) a proceeding under insolvency, bankruptcy or similar laws is commenced against Supplier; or (vii) an occurrence that constitutes a circumstance of Force Majeure according to section 15 hereafter gives rise to a delay lasting more than three (3) months from the scheduled delivery date. In the cases specified in points (i) to (vii) above, Purchaser reserves the right to continue or ask a third party to continue, in whole or in part, the performance of the order, at Supplier’s expenses. Supplier undertakes, upon demand of the Purchaser, to provide all information and documentation required for achievement of the order.

13.2. Furthermore, subject to clause 13.2.1. below and unless otherwise agreed in writing, Purchaser reserves the right to terminate at any time the order in full or in part, by registered letter with acknowledgment of receipt without having to justify the decision. Upon reception of purchase order's termination Supplier shall immediately stop all work under that purchase order, place no further orders nor make any further commitments for materials or services to complete the work and make any reasonable effort to minimize costs and losses due to the termination. 13.2.2. In case of termination not due to a default by Supplier, Supplier shall be entitled to claim compensation, the amount of which shall be settled by mutual agreement of the parties, taking into account the time of termination, the work already carried out and the costs and expenses already sustained by Supplier under the terminated purchase order, as well as the possibility to sell the Products to other customers.

 

14. LIABILITY AND INSURANCE

 

14.1. Without prejudice and further to the warranties and remediation obligations Supplier has adhered to herein, Supplier shall be solely responsible and liable towards Purchaser and any third party for any damages, loss or prejudice arising from performance, non-performance or improper performance by Supplier or Supplier's employees, agents or sub-contractors, of Supplier's obligations under the purchase order.

14.2. Supplier shall take out adequate insurance policies from a well-known and first rank company, to cover any liability that, subject to clause 14.1 above, might arise towards Purchaser, and hereby agrees to indemnify and hold 

Purchaser harmless against any such damage and liability resulting from the purchase order execution and its consequences. The Supplier shall handle to the Purchaser, on its first request, a certificate from its insurance company and of the payment of its insurance premiums; the amounts of its insurance coverage shall not be invoked as liability cap.

 

15. FORCE MAJEURE

 

Neither party shall be responsible or liable for any delay or failure in performance arising as a result of any occurrence or contingency beyond its reasonable control, including but not limited to, accident, act of God, acts of the public enemy, earthquake, fire, flood, labor disputes, riots, civil commotion, war (declared or not), requirements or acts of any government or agency thereof. The delayed party under force majeure event will notify in written the other within five (5) days of the occurrence of said event and of its impossibility to perform its obligations as per the order, and will take all necessary actions to mitigate the effects of such delay or non-performance for the other party.

 

16. COMPLIANCE

 

Supplier is aware of, and shall in all respects abide by, laws, decrees and regulations issued by any local or other authorities, and any rules or regulations issued by private or public organizations relating to its activity within the framework of the implementation of the purchase order. As such, Supplier declares ensuring compliance to workers’ rights and complying with any social and fiscal regulation and generally with all measures against illegal working. Supplier shall bear all the financial and/or administrative consequences incurred by Purchaser; in particular, as a result of the failure by Supplier or its employees, sub- contractors and suppliers, to comply with the provisions of the said laws, decrees, regulations or other above mentioned texts.

16.1 Export Control

16.1.1. The Supplier agree to comply with export control laws and regulations that are applicable to the Products (including its components), as well as to the software, information and products that the parties may exchange within the framework of the performance of an order. 16.1.2. The Supplier undertakes to inform the Purchaser by providing an ECCF (“Export Control Classification Form”) of the export control classification concerning the elements hereinabove in consideration of their purpose, i.e. unless otherwise specified by the Purchaser, the integration to infrared detector, and undertakes to notify it of any changes to – or any plans to change – this classification no later than fifteen (15) days after receiving notice of said change. 16.1.3. In the event that the export or re-export of all or part of the Products is subject to obtaining an export license, the Supplier undertakes to apply to the competent government authorities, at no cost to the Purchaser, for any license or governmental authorization necessary to enable the Purchaser to use the Products and to deliver such to customers or to any other end user specified by the Purchaser to the Supplier. The Supplier undertakes to immediately notify the Purchaser of the issuance of the export license by the competent government authorities or of the existence of a dispensation, and to provide it with a copy of said license or a certificate describing in particular any restrictions applicable to the re- export or re-transfer by the Purchaser of all or part of the Products to a third party. It is specified that notice by the Supplier to the Purchaser of the classification of all or part of the Products and the issuance of the export license described hereinabove constitute conditions prerequisite to the order coming into force. 16.1.4. The Supplier undertakes to implement all necessary security measures to prevent the transfer, by any means whatsoever, of information provided by the Purchaser and identified as being subject to applicable laws and regulations on export control to any person not authorized to access such information, by dispensation or by an export license granted by the competent government authorities. 16.1.5. Should the export license be withdrawn, not renewed or invalidated for reasons attributable to the Supplier, the Purchaser reserves the right to automatically terminate the order, without prejudice to its right to claim compensation for the damage sustained by this breach. 16.1.6. Should it fail to meet its export control obligations, the Supplier will be bound to compensate for any damage caused to the Purchaser and its customers in connection with the performance of the Order or the use or operation of all or partoftheProducts.Furthermore,theSupplierundertakesto take charge of the defense of the Purchaser and/or its customers in the event of any action or legal proceedings taken by competent authorities relating to export control as well as all consequences, including fees, expenses and damages that may be incurred by them.

16.2. Safety and environment

The Supplier shall comply with the laws and regulations in force in matters of health, safety, labor and the environment, including (but not limited to): (i) regulations of European Union forbidding or restricting dangerous substances (ROHS 2002/95/EU - Restriction of Hazardous Substances and REACH 1907/2006/EU - Registration Evaluation Authorization Chemicals), as well as (ii) « Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act » from USA and the European Regulation 2017/821 of May 17 2017 for any Products containing tin, tantalum, tungsten and/or gold : (a) forbidding use of this metals from Democratic Republic of Congo, Angola, Burundi, Centrafric Republic, Rwanda, South Sudan, Tanzania, Uganda, and Zambia; and (b) implement all necessary procedures in its supply chain for the purpose of insuring a complete traceability of liaising with its own supplier and subcontractors for tracking these minerals and metals, up to the mine where ore is extracted from, and filing these tracking data for a 5 years period; and (c) providing a copy to the Purchaser on first demand; and (iii) the French and European regulations relating to waste electrical and electronic equipment (Directive WEEE 2012/19/EU) and in any cases Supplier undertakes to made available to the Purchaser, at its sole costs, a solution for collection and recycling of the Products supplied to the Purchaser once these Products are entering into the WEEE definition.

16.3. Ethics

The Supplier solemnly declares that (i) it has not infringed any anti-corruption laws or regulations; (ii) neither it, its representatives nor its executive managers have been, to the best of its knowledge, subject to civil or criminal sanctions, in France or abroad, for infringement of anti-corruption laws or regulations; and (iii) no investigation or proceedings which could lead to such sanctions have been brought against it or against such person.

The Supplier warrants that it complies with (i) the “LYNRED Group Ethical Guidelines” handled to him or available on the Purchaser website, what is acknowledged hereto; and (ii) with the legal provisions against corruption in accordance with the OECD Convention of 1997 and the United Nations Convention against Corruption (UNCAC) of 2003.

The Supplier undertakes to make its employees and subcontractors aware of good ethical practices
The Supplier warrants that it has not granted and shall not grant, directly or indirectly, any gift, present, payment, remuneration or benefit whatsoever aiming at getting a contract execution or a purchase order from the Purchaser. The Supplier shall inform the Purchaser Head of Ethics by e- mail to the following address: lynred.trade.compliance@lynred.com of any gift, present, payment, remuneration or benefit whatsoever that it may grant, directly or indirectly grant to any employee, executive manager or representative of the Purchaser or of its Affiliates or to any people that may influence their decision within the frame of the execution or performance of any contracts or purchase order from the Purchaser. In the event of failure to comply with this clause, the Purchaser shall automatically have the right to terminate the contract and any purchase orders in progress with immediate effect and without compensation to the Supplier, without prejudice to any remedies the Purchaser may claim to the Supplier as consequence thereof.

16.4 - Protection of personal data. Within the scope of this Agreement, each Party might have to make available to the other personal data, as defined under the French law of January 6 1978 relating to “l’informatique, aux fichiers et aux libertés” as modified by the law of August 6 2004 (the « LIL ») European Regulation n°2016/679 dated April 27, 2016, relating to the protection of natural persons with regard to the processing of personal data, from its time of entry into force ( the “GDPR”), hereinafter collectively the “Data Protection Regulation”.

Each of the Parties commits to comply with the Data Protection Regulation and without limitation agrees to:
(i) provide each other the personal data relating to the concerned persons, in the extent that these personal data were legitimately collected and processed ;

(ii) ensure that its employees and/or processor are aware on General Data Protection Regulation, and that they obtained a valid consent from the concerned persons ;
(iii) process the personal data only in so far as is strictly necessary for the performance of this Agreement, and as strictly agreed by the Parties, restrict their transfer to third parties offering the same guarantees than those defined herein and refrain to transfer them to third parties located outside of the European Economic Area without having obtained a prior consent from the other Party ;

(iv) take appropriate technical (logic and physical) and organizational security measures, to their protection ; and
(v) return and/or delete the personal data when they are not more necessary, or upon request of the other Party, or in any case at the end or expiry of the Agreement.

Each Party commits to include, in all its contracts with processors or suppliers, the obligations settled under this article.
Any breach of the above obligations could lead to penal sanctions, without prejudice to the non-defaulting Party right to give rise contractual liability.

In case the Supplier would have to process personal data on behalf of the Purchaser, the Supplier is the processor, according Article 28 of the General Data Protection Regulation, and the Purchaser is the controller, within the meaning of that Article. Under these conditions, and in accordance with Article 28.3 of the General Data Protection Regulation, the controller shall communicate to the processor its written instructions for carrying out the treatment. These instructions, which may be communicated through an appendix to the order and / or contract binding the Purchaser and the Supplier, describe in particular the subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects.

 

17. GENERAL

 

17.1. Severance. In the event any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and these General Terms and Conditions of Purchase shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

17.2. Waiver. Purchaser's waiver of a Supplier's breach or default under these General Terms and Conditions of Purchase shall not be a waiver of any subsequent default. Failure of Purchaser to enforce compliance with any term or condition hereof shall not constitute a waiver of such term or condition nor shall it affect Purchaser's right to enforce compliance to such term or condition at a later time.

17.3. Sub-contracting. Supplier shall not, without Purchaser's prior written consent, sub-contract directly or indirectly at any level the performance of the purchase order or any part thereof. The Supplier will pass on to its subcontractors and suppliers the applicable requirements of the Purchaser. In any cases, Supplier shall remain liable jointly with its subcontractors towards the Purchaser and shall indemnify and hold Purchaser harmless against any and all claims of its contractors and/or suppliers.

17.4. Assignment. The purchase order shall not be assigned without the prior written consent of Purchaser, except that it may be assigned to subsidiaries or affiliates of either party, to any surviving corporation of a merger by either party, or to a purchaser of all or substantially all of the assets of either party.

17.5 Mastering documented information. The documented information in connection with the order required by the Purchaser must be safeguarded for a minimum period of 10 years (unless otherwise specified in the order or in the attached specifications).

The archiving of this documented information must be controlled to ensure:
- they are available and suitable for their use when their access is necessary;

- they are properly protected.
Any deletion of documented information previously to the end of the archiving period is subject to the prior written agreement of the Purchaser, regardless of the retention period stipulated by the order.

 

18. APPLICABLE LAW AND JURISDICTION

 

The applicable law shall be the law of the country in which Purchaser is established. In the case of dispute and unless amicable settlement, the competent court shall be from the jurisdiction of the Court of Appeal of Paris (France).

The parties may, before any judicial action, mutually decide to choose an alternative dispute settlement procedure.

The 1980 Vienna Convention on the International Sale of Products shall not be applicable.

 

19. LANGUAGE & TRANSLATION

 

The French version of the general terms and conditions of purchase herein prevails over their English translation.