Antalis general conditions of purchase

 

Article 1: Scope of Application and Priority
These general conditions of purchase together with the relevant purchase order shall set
forth the binding terms for supplies, equipment, facilities and services (hereinafter the
“Goods”) placed by the Antalis Company, whose contact details appear on the purchase order
form (hereinafter “ANTALIS”). ANTALIS is not bound by the Supplier’s general conditions
of sale and any additional or different terms or provisions that may appear on any
proposal, quotation, price list, acknowledgement, invoice, packing slip or the like by the
Supplier, or Course of performance, course of dealing, and usage of trade shall not be applied
to modify these General Conditions of Purchase unless ANTALIS expressly agrees in writing.
 

Article 2: Acceptance of Purchase Order
The Supplier shall return to ANTALIS the acceptance of the purchase order, within one (1)
working day from the date of receipt of the order (except when another lead time is expressly
agreed). Moreover, if the Supplier does not reject a purchase order in writing within the
aforementioned time limit, and start to perform the order, such order shall be deemed to
have been accepted based on the present general conditions of purchase (the “Agreement”);
the performance of an order shall be evidence of the acceptance thereof on the terms of the
Agreement.
 

Article 3: Compliance with Laws
The Supplier shall at all times comply with all laws, regulations and ordinances applicable to
this Agreement including but not limited to all labour and environmental laws The Goods
must be delivered with relevant guidelines and instructions for use, storage and maintenance
under safe and optimal conditions, as well as the documents stipulated under the standards,
laws and regulations of the country of delivery. Failing this upon delivery, ANTALIS reserves
the right to refuse the Goods.
 

Article 4: Delivery, Reception Time
Time is of the essence and all dates referred to in this Agreement shall be firm. In the event
that the Supplier anticipates any difficulty in complying with any delivery date or any of its
other obligations under this Agreement, the Supplier shall promptly notify ANTALIS thereon
in writing.
 

Article 5: Delivery of Goods
5.1: Conditions and content of deliveries
The Supplier shall abide by the access and unloading conditions in force on the delivery site.
In absence of express stipulation, the Goods shall be delivered DDP (Incoterms® 2010) with a
delivery slip attached, stating the purchase order number, the Goods’ reference and quantity.
In its absence, solely weight and quantity noted by ANTALIS are taken into account for
payment of the invoices.
5.2: Packaging and transport
The Supplier shall pack, mark, and ship the Goods with sound commercial practices and
ANTALIS’ specifications in such manner as to prevent damage during transportation and to
facilitate efficient unloading, handling and storage, and all Goods shall be clearly marked as
destined for ANTALIS. The Supplier shall be liable for any loss or damage due to its failure
thereto. ANTALIS shall not be required to assert any claims for such loss or damage against
the common carrier involved.
5.3: Delivery times
The dates of delivery of Goods to the final destination are binding and may only be modified
with ANTALIS’ express written consent. The Supplier shall make no partial delivery or
delivery prior or posterior to the agreed delivery date(s) unless ANTALIS has agreed
otherwise in writing. If an advance delivery is accepted, only the contractual delivery date
shall be taken into account to calculate the due payment date of the invoice. However,
ANTALIS reserves the right to refuse any untimely delivery of Goods and return same at the
Supplier’s risk and expense.
5.4: Consequences of late delivery
In the event of late delivery, ANTALIS may (i) request express delivery at the Supplier’s
expense; (ii) apply a penalty for late performance equal to 1% per week of delay of the price
of the Goods concerned, inclusive of tax, and limited to 5% (except when other figures are
expressly agreed); (iii) offset these penalties against the amounts payable to the Supplier
providing the Supplier does not raise an objection within 4 days of receipt by ANTALIS of this
notice; and (iv) terminate or cancel ipso jure, in whole or in part, any order that is not
delivered timely by written notice without prejudice to any other rights and remedies.
5.5: Acknowledgment of receipt of Goods
Delivery shall be deemed completed when its receipt has been acknowledged in writing by
ANTALIS. The acknowledgment of receipt of consumables or ready-to-use Goods shall be
evidenced by the signature of the delivery slip by ANTALIS, without any reservations; the
acknowledgment of receipt of services shall be evidenced by the actual, definitive
performance of the services in full for ANTALIS, without any reservations. However, both
shall not constitute acceptance of Goods in terms of free of defect and in conformity. The
acknowledgment of receipt of equipment or facilities requiring installation, setting and/or
putting into service shall be evidenced by ANTALIS signature of a handover protocol without
reservations.
 

Article 6: Prices and Payment
6.1: Price
All prices shall be fixed prices for properly packed and delivered Goods and/or for
installation of equipment/facilities, including setting and putting into service, transported to
and unloaded at the place indicated by ANTALIS. Transportation of goods shall be carried out
at the risk and expense of the Supplier. The fixed prices include insurance, customs
formalities, duties and taxes.
6.2: Payment
Payment invoices must be sent for each purchase order to ANTALIS’ accounts department
indicating at least the purchase order number, the quantity of Goods as well as the date and
number of the delivery slip. Subject to the acceptance of the Goods by ANTALIS and the
invoice in proper form, full payment shall be made by wire, edi transactions, or any other
means agreed in writing by ANTALIS in compliance with the time for payment stipulated in
the purchase order. If the Supplier fails to fulfil any of its obligations under this Agreement,
ANTALIS may suspend payment. ANTALIS may at all times have the right to set off and deduct
from any amounts owed by ANTALIS to the Supplier any amount owed by the Supplier to
ANTALIS, irrespective of the nature of any such claim. The Supplier acknowledges and agrees
that any debt due by ANTALIS to the Supplier may be paid on ANTALIS’ behalf by any other
legal entity belonging to the Antalis Group and/or a third party designated by ANTALIS, such
payment discharging ANTALIS from such debt.
6.3: Title
Title of the Goods shall pass to ANTALIS on delivery except for Goods untimely delivered
(Article 5.3) even if part of the price is not yet payable or is outstanding. If advance payments
are made on these Goods prior to delivery, title of the Goods shall pass on payment.
 

Article 7: Acceptance and Transfer of Risk
Acceptance and transfer of risk of Goods shall take place on ANTALIS’ site after due checking
irrespective of the payment and delivery terms.
 

Article 8: Quality
8.1: Free of defects and conformity
The Supplier certifies the Goods are free of defects and conform to the requirements of this
Agreement. Inspection of or payment for the Goods by ANTALIS shall neither constitute
acceptance nor release Supplier from any of its obligations, representations or warranties
under this Agreement. ANTALIS reserves the right to inspect the Goods on Supplier’s sites
during the execution of the order. If any inspection or test by ANTALIS is made on the
premises of the Supplier, the Supplier shall provide reasonable facilities and assistance for
the safety and convenience of ANTALIS’ inspection personnel. The Supplier undertakes to
inform ANTALIS immediately of any suspected non-conformity of the Goods delivered
ANTALIS.

8.2: ISO Certifications
In the event the Supplier has ISO certifications, these conditions shall constitute confirmation
by the Supplier of the implementation of all obligations resulting thereof, thus reducing the
quality control checks required upon delivery to the premises of ANTALIS. Moreover, the
Supplier must inform ANTALIS immediately of any material events related to these ISO
certifications (renewal, cancellation).
8.3: Changes to Goods
The Supplier shall not, without the prior written consent of ANTALIS, make any changes to
the Goods, manufacturing process, place of manufacture, raw material….In case of an agreed
change, any cost incurred for qualification, trials….will be borne by the Supplier. The Supplier
shall buy back Goods in the Antalis’ inventory in case of discontinuance of the Goods, at the
purchase price.
8.4: Performance of Services, Good Faith
Any design, manufacturing, installation or delivery or other obligation to be performed by or
on behalf of the Supplier under this Agreement shall be executed with due skill and care and
in good faith. The Supplier shall be fully liable for such performance.

Article 9: Warranty
Contractual warranties shall begin to run for a period of 24 months, on the day on which
ANTALIS acknowledges receipt of the Goods (Art. 5.5), in addition to all statutory warranties.
9.1: Goods
The Supplier represents and warrants to ANTALIS that the Goods are: (i) suitable for the
intended purpose and shall be new, merchantable, of good quality and free from all defects in
design, materials, construction and workmanship; (ii) comply with the specifications and any
other requirements under this Agreement; (iii) shall be free from any and all liens and
encumbrances; (iv) are provided with and accompanied by all information/instructions
necessary for proper and safe use; (v) accompanied by all required licenses for their intended
use including the right to transfer and the right to grant sublicenses; (vi) do not violate or
infringe any third party domestic or foreign patent, copyright, trade secret, trademark or
other intellectual property rights; and (vii) manufactured, stored and transported in
accordance with all laws and regulations applicable in the country of manufacture, storage
and transit, in particular those regarding health, safety, the environment and labour law.
9.2: Remedies
If any Goods are defective or not in conformity with the requirements of this Agreement,
ANTALIS shall notify promptly the Supplier thereon and may without prejudice to any other
right or remedy under this Agreement or applicable law, at its sole discretion and at the cost
and risk of the Supplier: (i) claim a full refund of the price paid under this Agreement and
return the Goods concerned; or (ii) require Supplier promptly to remedy the defect or nonconformity
or replace the nonconforming Goods with Goods meeting the specifications.
Rejected Goods shall be deemed undelivered. The Supplier shall collect the Goods within 15
days of the notice of nonconformity or defect. Acceptance of, or payment for, all or any part of
the Goods under this Agreement shall not be deemed to be a waiver of ANTALIS’ right to
cancel or return or reject all or any part thereof by reason of non conformity or defects, latent
or patent, or other breach of warranties, or to make any claim for damages, including
manufacturing costs and loss of profits or other special damages occasioned to ANTALIS.

Article 10: Liability
The Supplier shall be liable for all damages directly or indirectly caused to ANTALIS as a
result of the breach of its obligation including but not limited to, delay in delivery, result of
non-conformity, breach of warranty. The Supplier shall indemnify and hold harmless
ANTALIS, its agents and employees from and against any third parties’ suits, legal actions or
administrative proceedings, claims for damages, judgements, liabilities, interest, attorneys
fees, costs and expenses whatsoever (including but not limited to special, indirect, incidental,
consequential damages) whether arising before or after the completion of delivery of Goods
under this Agreement, in any manner caused or claimed to be caused by the acts, omissions,
faults, breach of express or implied warranty, duties under this Agreement, or negligence of
the Supplier (or of anyone acting under its direction or control or on its behalf). ANTALIS
shall not be liable to the Supplier for any lost revenue, lost profits or other incidental or
consequential damages even if ANTALIS has been advised of the possibility of such damages.
In no event shall ANTALIS be liable to the Supplier, its successors or assigns for damages in
excess of the amount due to the Supplier for complete performance under this Agreement,
less any amounts already paid to the Supplier by ANTALIS.

Article 11: Suspension and Termination
Without any prejudice to any other right or remedy available to ANTALIS under this
Agreement or at law, ANTALIS shall be entitled at its discretion to suspend or terminate ipso
jure and with immediate effect its obligations under this Agreement in whole or in part by
means of written notice in the event that: (i) the Supplier breaches any of its obligations
under this Agreement; the Supplier becomes subject of bankruptcy, insolvency, receivership,
liquidation, assignment for the benefit of creditors or similar proceedings within filing or
petition proceedings, and/or (ii) ANTALIS shall not be liable to the Supplier by virtue of such
termination. In the event of termination, any obligation entered into prior to termination,
shall be performed under the terms and conditions of this Agreement.

Article 12: Intellectual Property and Confidentiality
The Supplier shall treat all information provided by ANTALIS or on behalf of ANTALIS or
exchanged under this Agreement as confidential including but not limited to specifications,
plans, drawings, formulae, documents, tools, moulds, provided or created with a view to
producing the Goods ordered by ANTALIS (the “Information”). All such Information shall be
used by the Supplier only for the purposes of this Agreement and under at least reasonable
care while protecting such Information. All such Information shall remain the full and
exclusive property of ANTALIS and the Supplier shall, upon ANTALIS’ demand, promptly
return it to ANTALIS without retaining any copy thereof. The Supplier undertakes to assign
all intellectual property rights that may be generated by the execution of the order, and
recognises that the price paid for the Good includes consideration for the transfer of
intellectual property right.

Article 13: Miscellaneous
This Agreement shall be governed by and construed in accordance with the law applicable in
ANTALIS’ country of establishment, or the Swiss Federal laws if the Supplier is out of this
country, under exclusion of conflicts of law rules and of the UN CISG. (II) Failing amicable
settlement between the Parties, all dispute arising out or in connection with this Agreement,
(a) shall be subject to the exclusive jurisdiction of the competent courts at ANTALIS’
registered office or, at the option of ANTALIS, (b) the jurisdiction of the entity of the Supplier
to which the order was placed or (c) arbitration under the ICC (Paris) Rules of arbitration or
(d) the courts of Geneva ; the Supplier hereby waives all defenses of lack of personal
jurisdiction and forum non-convenience. (III) The Supplier shall perform hereunder as an
independent contractor and nothing contained in this Agreement is intended to create a
partnership, joint venture or employment relationship between the parties. The Supplier
shall not subcontract, transfer, pledge or assign any of its rights or obligations under this
Agreement without the prior written consent of ANTALIS. (IV) If any term of the present
conditions is held to be void, unlawful or unenforceable, the remaining terms shall remain
valid and the affected term(s) shall be substituted validly in such a manner as to achieve its
(their) original purposes. (V) Neither the failure nor the delay of ANTALIS to enforce any
provision of this Agreement shall constitute a waiver of its rights mentioned therein. No
waiver, consent or modification shall be binding upon the parties unless made in writing and
signed by both parties. (VI) The rights and remedies reserved to ANTALIS are cumulative and
in addition to any other or future rights and remedies available under this Agreement, at law
or in equity. (VII) The Supplier closely cooperates with Antalis in the implementation of a
Corporate Social Responsibility Programme, such commitment being essential. (VIII) Subject
to reasonable courtesy, the Supplier accepts to be audited and to respond to any assessment
request for the purpose of checking its compliance with its obligations.