GENERAL TERMS & CONDITIONS OF CONTRACT
These General Terms of purchase (hereinafter “General Terms”) shall apply to any purchase order (hereinafter the “Order”) issued by Louis Dreyfus Armateurs SAS (hereinafter “Client”). Any clause that is not included in (or conflicts with) the General Terms or the Order must receive our express written approval.
Only special terms stipulated in the Order (hereinafter “Special Terms”) can modify the General Terms. These Special Terms are only applicable to the related Order, and the Supplier is not permitted to use them in connection with any other orders.
Should a contradiction or discrepancy exist between the General Terms and the Special Terms, the latter shall prevail.
1.FORMULATION OF CONTRAT
Tenders shall be submitted without charge. Any deviations from the enquiry shall be expressly stated. Client has the right to accept any of the tenders or reject them all.
Only written orders are binding.
The Supplier will have to acknowledge good receipt of our purchase order by return of mail within forty-eight (48) hours. Expired a delay of eight (8) working days, Client may deem at his convenience the purchase order null and void or the Order will be deemed accepted along with the following conditions:
- The supplier’s order confirmation shall mention the purchase order number, the vessel name, detailed references of the goods to supply or the service to provide, the accepted prices and promised delivery date.
- The acknowledgement of the purchase order by the Supplier implies that he fully accepts the printed General and particular Terms, even in case of nullity clause stipulated in his own General Terms & Conditions.
- This contract shall be governed by, and interpreted under, the French law.
- Any dispute arising in the execution of this contract shall be settled by the sole Tribunal de Commerce de Paris (Commercial Court of Paris), even in case of jurisdiction attributing clause, claim for warranty or defendant’s plurality.
2.PRICE
Prices are definitive and non-revisable for quantities and qualities stipulated by the Purchase Order. The only exceptions are:
- A price regulation,
- A price revision frame pre-agreed between parties.
Unless stipulated, prices are established without tax. A V.A.T. exemption statement is mentioned on the first page of the Order.
This does not preclude any end of year discount or rebate as agreed between Client and Supplier.
3.DELIVERY DELAY
Delivery time limits stipulated in the Order are binding.
All delivery times are understood goods delivered to our premises, to our hub or to our local agent, and must absolutely be respected.
In case of late delivery, the Supplier undertakes to immediately notify us with detailed written explanations. Such notice does not relieve him of the payment of penalties whatsoever the cause.
Supplier shall be liable to Client for liquidated damages amounting to 1% of the value of the Order per late date, after an initial grace period of 72 hours and within a limit of 10% of the value of the Order.
These liquidated damages are solely related to delay but shall not relieve Supplier from its responsibilities and shall in no case be considered as a penalty or a lump sum compensation for the damage suffered by Client.
The non-compliance of contractual delivery delay, not justified in time by a Force Majeure case, may lead to the termination of the supplier contract, of any expenses impaired by the buyer including but not limited to: loss of earnings, stop and/or delays, claims of third parties…
The Supplier is deemed noticed at the end of the agreed delivery delay, without any need of an explicit notification. Client keeps its right to supersede the defective Supplier and to hold him responsible for all extra expenses that may arise.
The term Force Majeure shall mean any circumstance which is unforeseeable, sudden, insurmountable and outside the control of the Parties and not caused by the action, omission or negligence of the Party or its sub-suppliers. Technical incidents, lack of work force, holidays, raw material rejection, breakdowns or temporary stop of works, etc, are seen as normal hazards to be dealt with by Supplier.
4.DELIVERED QUANTITIES
Sole the ordered quantities must be delivered.
5.GOODS IDENTIFICATIONS
Each part or serial of identical parts should be individually packaged. A label stick outside the individual conditioning package shall mention: full part designation, reference number, quantity, any other information related to the part. In case of dangerous parts, a Material Safety Data Sheet (MSDS) should also be included in the individual packaging and necessarily must be attached Dangerous Goods Declaration (DGD). Copy of these MSDS and DGD must be sent by email to the purchaser in charge when goods leave the factory.
6.GOODS CONDITIONING
Conditioning shall be sufficient to prevent any possible damage to the goods during transportation, handling and storage.
Except otherwise specified, all conditioning should be designed for air and sea transport even if the original delivery address does not directly imply such type of transport.
Returnable conditioning shall be stipulated on the delivery note. Failing which, they will be deemed lost.
The following information should be clearly displayed outside the transport packaging:
- Name of the vessel
- Purchase order number
7.DELIVERY
Unless stipulated elsewhere in the contract, goods shall be delivered free of transportation and packaging costs to the indicated address.
Each delivery shall be completed by a reference delivery note in five (5) originals: one (1) copy of the delivery note to be sent to our purchasing department by email, four (4) originals are to be kept with the goods, in an envelope externally stapled on the packaging, and one (1) original will be kept inside the package.
Such documents must stipulate the purchase order number, the vessel’s name, goods designation, customs code (Original Certificate, TARIC or SH 2012) delivered quantities with net and gross weights. If a serial number is indicated on any part, this should also be indicated in the delivery note.
Whatever transportation means are used, Suppliers remain responsible of the goods condition until their acceptation by our services.
If the delivered parts might be considered as dangerous cargo, the UN and IATA number should also be indicated on the delivery note. If the dangerous cargo declaration is omitted, Supplier shall support all the consequences which might arise from that omission.
8.SUPPLIER’S QUALITY CONTROL
Supplier shall perform at its expense and risk all procedures, tests, trials and inspections stipulated in the Order and/or in conformity with the technical specifications and/or the industry best practices and/or, as the case may be, with the intended use of the Supply whichever is the more stringent. A record thereof shall be kept available to Client.
9.SERVICES
If the client’s expression of need is in respect of Services, whether wholly or in part, the Services will be carried out substantially in the manner and standard envisaged by the parties at the time of issuing the Order (scope of work, date of service, etc.).
The service provider shall exercise in its performance of the Services the level of skill, care and diligence reasonably expected of such a service provider who regularly undertakes Services of the type and complexity required by the company.
The service provider warrants that it has sufficient resources to perform the Services properly and within the required timescales and at the times specified in the Order.
No work shall commence before obtaining the Client’s consent. No work shall be covered or hidden until approved by the Client.
If the Services are not carried out by the date specified in the Order, the Client may, without prejudice to any of its other rights, procure the Services to be carried out at the risk and expense of the service provider.
The contract between the service provider and the Client must specify whether the travel expenses of the service provider’s personnel are covered by the service provider (at no extra charge) or by the Client.
After completion of the agreed service, the Client is entitled to receive a service report from the service provider, including sufficient details and information to comply with the Client’s expectations.
10.QUALITATIVE ACCEPTATION
The ordered goods shall be delivered with qualitative acceptation as per stipulation. Accompanying documents must be enclosed in the packaging:
- Delivery note with full details
- Certificate of conformity, delivered by the competent body
11.QUALITATIVE CONTROL LOUIS DREYFUS ARMATEURS SAS
Goods are deemed accepted only after inspection and verification by our services.
If goods are rejected, the supplier advised by return shall collect the goods within five (5) following working days. Failing which, goods are returned to the supplier in carriage forward. Non acceptance shall be at Supplier’s expense.
Rejected goods are notified to the Supplier with a detailed written explanation.
Their value shall be deducted from the original invoice by means of a credit note. Defective goods shall be replaced at same conditions that original one’s within the shortest delay.
12.INVOICING
The original invoice, bearing the purchase order’s date and number, vessel’s name and delivery note’s number, shall be directed to our accounting department by using email address FM.Facturation@lda.fr for automatic processing.
There shall be as many invoices as deliveries.
Invoices shall be received within ten (10) days from goods or service delivery.
Under no circumstances shall several purchase orders be invoiced on the same document. Any non-conforming invoice shall be treated as null and void and shall be rejected.
13.PAYMENTS
Unless otherwise stipulated in the Order, no down payment shall be made at the time of ordering. Any invoice issued in compliance with the Terms herein shall be paid within thirty (30) days net end of the month to Suppliers based outside of France, and within forty five (45) days net end of the month to Suppliers based in France.
14.SUB-CONTRACTED WORKS
Under no circumstances Order can be sub-contracted to third parties without any prior formal acceptance by our services. Even with this acceptation, the supplier remains the sole responsible of the complete execution within the contracted delays.
All goods handed to suppliers (for inspection, repair, etc.) remain our property. In case of loss, deterioration or improper machining, the good’s gross value will be claimed against. The Goods will have to be redelivered in full within the contracted forms and quantities.
Goods and equipment handed over to a sub-contractor will have to be insured against thief and fire.
15.LENT MODELS AND MATERIALS: INDUSTRIAL PROPERTY
Samples, models, calibres, drawings, etc handed over or executed against Client’s drawings or indications by the Supplier remain Client’s property, even if executed at no charges.
They shall be handed back in good condition after execution of order. In case of missing or damaged parts, these ones will be invoiced back to the supplier.
Supplier commits to keep all discretion about execution of his service. Particularly, it is strictly forbidden to reproduce drawings or technical documents placed at supplier’s disposal without Client’s prior formal written agreement, as well as delivering to third parties goods manufactured against our drawings or models.
Supplier agrees to protect, defend, indemnify, and hold Client and its co-venture, free and harmless, from and against, loss, liability, damage, claim or costs (including legal costs and expenses) resulting from the infringement of any patent rights, registered design, copyright, trademark or name or other protected rights relating to any method material or equipment used or provided by Supplier in its performance of the Order. Furthermore, at the Client’s option:
- Reimburse the Client the amount of the said supply, or
- Find any suitable alternative so as to allow Client to use Supply with all functionalities.
16.TAXES
Prices shall be exclusive of any VAT or similar tax(es) but inclusive of any withholding tax. Except VAT, Supplier shall remain liable for the payment of any other tax.
All payments shall be net of any applicable withholding taxes and all applicable taxes shall be remitted timely to relevant tax authorities with receipts and other supporting documentation provided to Supplier.
17.CONFIDENTIALITY
Supplier undertakes to and undertakes its staff and/or sub-suppliers, to treat as confidential and not to disclose or make available to any third party whomsoever, directly or indirectly, any information or date relating to Client’s business obtained in connection with the execution of the Order.
Any such information or data shall be disclosed to and used by those persons within the Supplier’s organization (including its subcontractors and/or sub-suppliers) who need to know them and solely for the purpose specified in the Order.
Supplier is not authorized to mention Client’s name in any publication, press release or any kind of private of public communication without prior written authorization of Client.
18.CONTINUED SPARE PARTS AVAILABILITY
Supplier commits itself to keep the spare parts related to the Supply, available during at least five (5) years after delivery. Supplier shall, with at least a two (2) years prior written notice, inform Client of any obsolescence or production stopping of the said spare parts.
At the end of the warranty period, Supplier shall provide Client with, as the case may be, relevant authorizations, plans and/or any information that would allow Client to repair the Supply or to have them repaired.
19.LIABILITY – INSURANCE
Supplier is liable for any damage caused to the Supply up to delivery.
Each Party (hereinafter the “Indemnifying Party”) shall be responsible for and shall save, fully indemnify, defend and hold harmless the other Party from and against all claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of personal injury including death or disease or loss of or damage to the property of any third party to the extent that any such injury, loss or damage is caused by the negligence, or breach of duty (whether statutory or otherwise) of the Indemnifying Party. For the purposes of this clause third party (“Third Party”) shall mean any party which is not a Party or an affiliate or parent company of a Party. Supplier shall be responsible for and shall save, fully indemnify, defend and hold harmless Client from and against all losses and/or damages sustained by Client and/or its installations, equipment, personnel and agents attributable to the execution of the Order and/or the use of the ordered Supply and/or related services.
In the event of total or partial loss of the Supply while under the responsibility of Supplier, Client shall have the option of:
- Cancel the Order and reclaiming sums already paid, or
- Permit Supplier to complete the Order at its own cost and risk.
20.WARRANTY
Without prejudice to the warranties prescribed by law and/or customary in Supplier’s business, such as but not limited to the warranty against latent defects, which are binding on Supplier during the Contract Warranty Period as well as after its expiration, Supplier shall warrant Supplies are free from any defect of design, manufacture or assembly, for twelve (12)months after acceptance of the Supply or for such other period set forth in the Order. The obligation of Supplier shall be total and shall on no account be waived.
Under the terms of this warranty, Supplier shall be bound to repair or replace, at its sole cost, any defective Supply. All transportation costs shall be for the Supplier. Such repair and/or replacement shall be made within the time schedule stipulated by Client or stipulated in the Special Terms and/or the Order.
If the circumstances so require or should Supplier refuse or fail to comply with provisions of this article, Client shall be entitled to take all appropriate measures to perform or have performed the necessary repair and/or replacement, and have Supplier bear the costs thereof without prejudice to damages and without affecting the warranty that Supplier is required to provide.
In case Supplier must repair or replace in Client’s premises or vessels, Supplier shall arrange for, bear the responsibility of arranging for, take full insurance coverage and bear the costs of such on-site or onboard intervention.
21.CYBERSECURITY
These rules define the minimum cybersecurity requirements that suppliers and subcontractors must comply with to secure the information systems and data associated with the services they provide to Client.
Client reserves the right to conduct or mandate IT security controls and audits of the supplies and services provided by the supplier, as well as its potential subcontractors.
The supplier commits to providing all necessary documentation for the security audits required by Client. They must also comprehensively document all exchanged data flows and the access control mechanisms implemented.
The supplier is required to ensure rigorous maintenance and regular updates of its software components. They are responsible for the security of their components and must promptly apply security patches provided by the publishers to secure the data of Client.
The supplier commits to establishing and maintaining dedicated IT security information flows. They must immediately notify Client of any security breach detected on their systems, as well as any potential malicious exploitation. Breaches must be reported to the competent authorities.
The supplier is required to identify the technical providers responsible for hosting and storing the data and their copies, as well as their location.
The cybersecurity requirements applicable to the supplier also extend to their subcontractors. The supplier is fully responsible for the compliance of their subcontractors with these cybersecurity requirements.
The supplier is invited to present their security labels and certificates to demonstrate their commitment to data security.
The supplier is responsible for any direct damage resulting from non-compliance or failure to secure their systems, services, or subcontractors. Client reserves the right to terminate any contractual relationship with the supplier in case of non-compliance with these cybersecurity requirements, without prejudice to their right to claim damages.
The supplier must comply with the current security standards and references for the services they offer, particularly regarding web interfaces, email services, connected devices, data backups, and information system administration.
The supplier commits to collecting and processing the personal data of Client in strict compliance with applicable laws and regulations, including the General Data Protection Regulation (GDPR). The use of collected data is strictly limited to the execution of contractually defined services, and any communication to third parties is prohibited without the prior written consent of Client.
22.ENVIRONMENTAL PROTECTION
The Supplier agrees to adopt environmentally friendly practices in the execution of the order and to comply with all applicable laws, regulations, and standards regarding environmental protection, including, but not limited to, waste management, greenhouse gas emissions, the efficient use of natural resources, and the reduction of the environmental footprint of its activities.
The Supplier also agrees to minimize the environmental impact of its products, including packaging, and to use recyclable or reusable materials whenever possible. In this respect, the Supplier shall prioritize practices such as waste reduction, transportation optimization to limit CO2 emissions, and efficient energy management during the production of goods or provision of services.
The Supplier certifies that its manufacturing processes comply with international environmental standards (ISO 14001 or equivalent). In the event of non-compliance with environmental standards, Client reserves the right to terminate the order without penalty and to demand compensation for any environmental damage caused by the Supplier.
Furthermore, the Supplier agrees to provide Client, upon request, with any information relating to its environmental practices, including documents proving its compliance with applicable environmental standards.
R.C. Nanterre 652 012 311 – SIRET N° 652 012 311 00062 – Code APE 5020Z