PURCHASING TERMS AND CONDITIONS

1 - GENERAL PROVISIONS

These terms and conditions were originally drawn up in French. Only the French version shall
be deemed authentic, taking precedence over any other version that results from translation into
another language.
The terms and conditions herein shall be applied in full to all orders issued by the DEFONTAINE
company (hereinafter called "Defontaine") to suppliers from France or from any other country
for the purchase or manufacture of goods (products, merchandise, raw materials, equipment,
etc.). Unless otherwise specified by Defontaine, the clauses below constitute the essential and binding
terms and conditions of the order.

2 - APPLICABLE LAW AND JURISDICTION
All matters pertaining to the terms and conditions herein and all contracts governed by them are
subject to French law. In cases of dispute, the only qualified jurisdiction shall be that of the
courts of LA ROCHE SUR YON, France. This includes cases of summary rulings, third-party
involvement, incidental claims, and/or multiple defendants.

3 - ORDERS
Defontaine specifically reserves the right to cancel any order for which it has not yet received
acknowledgement and written acceptance from the Supplier. Any modification applied by the
Supplier to a purchase and/or manufacturing order, whatever form the modification might take,
must be approved of in writing by Defontaine, failing which said modification shall be considered
null and void.

4 – SUPPLY AND MANUFACTURING TERMS
Goods manufactured and/or sold by the Supplier must fully comply with the order specifications
and with all relevant technical standards and/or specifications as notified to the Supplier by
Defontaine, as well as with the Quality Assurance contract provided by Defontaine, with accepted
practices, and with all applicable standards.

5 – REGULATIONS
For all manufacturing operations, the Supplier shall remain in full compliance with all Regulations,
notably with current Employment Regulations and shall, in particular, provide Defontaine with all
required declarations as required by the legal and regulatory measures against the use of
undeclared employees.

6 – DELIVERY TERMS AND RISK TRANSFER

All purchase and/or manufacturing orders issued by Defontaine implicitly require that the ordered Goods
be packaged, delivered to, and handed over at the destination defined by Defontaine. The Goods thus
remain in the sole custody of the Supplier and are transported at the Supplier's cost and risk until their
handover at the premises designated by Defontaine.
In the case of Suppliers shipping Goods into France from other countries, and in the absence of
any specific agreement to the contrary, delivery will be made to and risk transfer will take place
at the Defontaine premises, or any other location Defontaine chooses, in accordance with the
DDP incoterm (DDP.Incoterms version CCI 2010)

7 – DELIVERY TIMES AND EXECUTION TIMES
Delivery of the ordered goods must be made within the time stipulated on the order form issued by
Defontaine. This deadline is binding and begins on the date Defontaine sends the order to the Supplier.
The Supplier undertakes to notify Defontaine as soon as he becomes aware of any delivery which is
running late.
If the Supplier fails to deliver the Goods on time, even if on the same order part-deliveries have already
been made within the agreed deadlines, Defontaine may, without prejudice to any damages in
compensation for the prejudice caused to Defontaine by this delay,
- demand compulsory execution of the corresponding delivery, with a penalty of 0.5% of the order price
to be paid by the Supplier at the start of each day of delay, limited to a total of 10% of the pre-tax
amount shown on the relevant purchase and/or manufacturing orders
- immediately cancel or nullify the order or the balance of the order, without notice and without payment
of any indemnity whatsoever to the Supplier
- have the order executed by a third party, in which case the Supplier shall immediately reimburse
Defontaine for all excess costs incurred.

8 - RECEIPT

Defontaine may refuse delivery of any goods that are non-compliant and may file a claim for any obvious
defects within 30 working days from the date of receipt.

9 - INVOICING AND TERMS OF PAYMENT

1) All invoices shall be made out in two copies and sent to the address shown on the back of the
order form. The invoice shall be sent out after delivery of the corresponding Goods and before
the 10th of the month following delivery. Payment of invoices received later than this will be
deferred to the following month. Defontaine will not accept any invoice that is not in conformity with
statutory requirements and/or with the order and/or any of its amendments. Furthermore, no Supplier
may raise an invoice against an order until the ordered goods have been delivered.
2) Defontaine will pay the invoiced amount by bank transfer in accordance with the payment terms of the order.

 10 - SUPPLIER'S GUARANTEES AND RESPONSIBILITIES
The Supplier guarantees that the Goods which he sells to Defontaine and/or which he manufactures on
Defontaine's behalf are free from all flaws and/or operating defects and/or material defects. If any flaws
or defects are discovered, the Supplier undertakes to effect all necessary modifications and/or
corrections free of charge.
The Supplier also guarantees Defontaine against any claims and/or redress, whoever the author of
the complaint may be, arising from intellectual property rights related to the Goods that have been
sold and/or manufactured as well as to any documentation accompanying said Goods.

 11 – PHYSICAL AND INTELLECTUAL PROPERTY
1) Defontaine may within the scope of the order make drawings, designs, samples, models, tooling,
plans, specifications, other documents, and/or other information available to the Supplier for the sole
purpose of manufacturing Goods on Defontaine's behalf. Defontaine remains at all times the sole owner
of said items and does not authorize their use for any purpose other than the one stated.
2) Included in the scope and price of every order, ipso jure and as each case arises, is the transfer
to Defontaine of the whole of the property rights relating to drawings, designs, samples, models,
tooling, plans, specifications, and/or other documents produced by the Supplier and/or his
workforce and/or company shareholders and/or associates for the requirements of said order.
These rights include, in particular, exclusive rights to representation, reproduction, adaptation,
conversion, and/or commercialization, by any method, on any medium existing or yet to be
invented, for all foreseeable usage modes and destinations, anywhere in the world, for a length of
time equal to that of an author's copyright.

 12 – NON-DISCLOSURE CLAUSE
The Supplier undertakes to exercise the utmost confidentiality and fully refrain from all forms of
disclosure, direct or indirect, of data, knowledge, information, or intelligence of any nature whatsoever,
the sole exception being information that has fallen into the public domain, concerning Defontaine in
particular, and the associated documentation that Defontaine will in that case have made available.
The Supplier shall make it his personal responsibility to ensure that this clause is upheld and
complied with by his present and future workforce, company shareholders, and/or associates.
                            

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