026-01 Version
All of these general terms and conditions of purchase are valid for all entities affiliated to the MAISON MGA, namely MGA Technologies, MGA MedTech, ATG Technologies, Focussia and Alcym. All orders placed by one of these entities will systematically refer to the conditions described below.
Definitions and contractual documents of these general terms and conditions of purchase and payment
Definitions
Order: paper or electronic document by which the customer orders the supply from the supplier.
Client: all entities affiliated with Maison MGA, namely MGA Technologies, MGA MedTech, ATG Technologies, Focussia and Alcym.
Contract: sales contract whereby the supplier undertakes to sell the supply or supplies to the customer.
Supplies: products, raw materials, packaging, or services ordered by the customer from the supplier.
Parties: the customer and the supplier. The supplier refers to the party that undertakes to fulfil the customer’s order under the terms of these general terms and conditions of purchase.
Site: the customer’s premises or those of a third party involved in the delivery of the supplies and mentioned in the order.
Contractual documents
All orders must be made in writing (as must any changes thereto) and give rise to the issuance of a purchase order. The supplier may not under any circumstances rely on a tacit agreement on the part of the customer. Only documents signed by a person authorized to do so on the letterhead of the customer’s company or one of its Group entities and referring to these general terms and conditions shall be binding on the customer.
Acknowledgment of receipt
An order shall only become final once the customer has received, within a maximum of 5 days, the acknowledgment of receipt attached to the purchase order, without any modifications or deletions, dated and stamped with the supplier’s company stamp. Any other document attached to this acknowledgment of receipt shall be deemed null and void. If the acknowledgment of receipt is not received within the period indicated above, the order shall be considered accepted by the customer.
As long as the supplier has not confirmed the order, the customer is entitled to modify or cancel it. The customer must then be informed as soon as possible of any change in price or schedule resulting from the requested modifications.
The order accepted by the supplier constitutes a firm and definitive commitment on its part and implies its adherence to these General Terms and Conditions of Purchase, unless they have been subject to written reservations formally accepted by the supplier.
Modifications and developments
The supplier undertakes not to make any changes affecting the products, services, manufacturing processes, or production sites without first obtaining the express written authorization of the customer. Any request for modification must be notified in writing, accompanied by the necessary supporting documents and an assessment of its impact. The customer reserves the right to refuse any change that does not comply with its quality, regulatory, or operational requirements. Any change not approved shall remain the sole responsibility of the supplier and may result in the suspension or termination of the order, without prejudice to the customer’s other rights.
Changes
The supplier undertakes to inform the customer, in writing and without delay, of any internal changes that may have an impact on the quality, compliance, safety, or continuity of the products or services provided. This includes, but is not limited to, the loss, suspension, or withdrawal of certification or accreditation, significant internal reorganization, relocation of a production site, or any situation that may affect its ability to meet contractual, regulatory, or regulatory requirements. Failure by the supplier to provide such information may result in the termination of the order or contract at the sole fault of the supplier.
Price
Unless otherwise agreed, the price of the order is always stipulated as firm and final. Any packaging instructions or services must be indicated on the supplier’s delivery notes in order to be accepted by the customer. No additional costs, expenses, or fees of any kind will be applied, unless expressly agreed between the parties.
Orders do not give rise to any systematic payment of advances (neither deposits nor down payments), unless expressly stipulated in the order or in the special conditions.
Delivery terms
Delivery times
The delivery date is binding and applies to all supplies delivered to the delivery location indicated on the order.
The supplier must immediately inform the customer in writing of any delay, for whatever reason, occurring during the execution of the order, specifying its probable duration and its consequences on the delivery times.
As this deadline is a strict deadline and an essential and decisive condition of the customer’s consent, the supplier shall be fully liable for any delay in delivery and shall therefore bear all direct or indirect damages resulting therefrom, without prejudice to the customer’s right to cancel the order in question without this cancellation having to be pronounced in court, or to turn to whomever it sees fit, if the failure continues for more than one month, to obtain the supplies covered by the order in question. In the latter case, the additional cost, as well as the costs incurred by this new purchase, shall be borne by the defaulting supplier.
In the event of a delay in meeting any of the contractual deadlines set out in the order, the customer shall be entitled to charge penalties equal to 1% of the price of the batch of supplies delayed per day of delay, these late payment penalties are non-exclusive and are capped at 10% of the total amount excluding VAT of the order concerned, unless otherwise agreed in writing by the Parties.
These sums are due without formal notice being required and shall be paid in the form of a credit note.
Packaging
Any specific packaging instructions must be indicated on the supplier’s delivery notes in order to be accepted by the customer.
Packaging charges will only be accepted if expressly provided for in the order.
Shipping
Unless otherwise specified in the order, shipments shall be made free of charge to the designated site.
Deliveries must be made to the address indicated on the order. Goods must be labeled with the customer’s order number, the supplier’s name, the description of the items, the quantity, and the supplier’s batch number.
The supplier is responsible for packaging the supplies for shipment, which must provide effective and adequate protection to preserve the quality of the supplies until they reach the place of delivery.
Receipt
Supplies shall be received at the Site specified in the order. This shall include a quantitative and qualitative check to verify that the supplies comply with the order, as well as with the specifications, quality documents and associated regulatory requirements.
Receipt is considered provisional until full compliance has been verified. Any non-compliance, whether apparent or not, may be notified by the customer within a reasonable period of time after discovery, even after receipt.
In the event of non-compliance notified by the customer, the supplier undertakes, at its own expense, to take back or replace the rejected products and/or to take the necessary corrective action within a maximum of 5 working days from the date of notification, in accordance with the customer’s store opening hours. The supplier shall also bear all costs associated with this return, including transport, labour, and any other costs reasonably incurred by the customer.
Invoicing and payment terms
All invoices shall be issued in duplicate for each order and shall include all the information specified in Article L. 441-3 of the French Commercial Code, as well as the order number.
Unless otherwise specified, invoices shall be paid by bank transfer within 30 days of the end of the month on the 15th.
The supplier expressly authorizes the customer to offset the amounts owed by the customer or any assignee of the invoices against those owed by the supplier, for any reason whatsoever.
In the event that penalties may be applied by the supplier for late payment, these shall be limited to an amount equivalent to that which would result from the application of a rate equal to three times the legal interest rate.
Quality assurance
Before commencing performance of the order, the supplier undertakes to provide proof of civil liability insurance covering, in particular, the liabilities incurred by it in the performance of this contract for any material, bodily, or immaterial damage.
To this end, the supplier shall provide the customer, at the latter’s first request, with civil and professional insurance certificates duly completed and signed by its insurer. The issuance of the aforementioned insurance certificates shall in no way constitute any acknowledgment by the customer of any limitation of the supplier’s liability towards it.
The supplier undertakes, at the customer’s request, to provide the customer with all information enabling the customer to identify the origin, place and date of manufacture of the supply or the components of the supply, the quality controls carried out, and the serial or batch numbers.
Supplier liability
The supplier undertakes to comply fully with the obligations stipulated in the specifications, the products specifications or the packaging specifications covered by the order. The subcontracting of all or part of the order must have been approved in writing and in advance by the customer. The supplier undertakes in particular to ensure that its approved subcontractors comply with these General Terms and Conditions.
Similarly, it may not modify its manufacturing process and/or production site without the prior consent of the customer.
In the event of non-compliance with the contractual specifications noted after receipt, the supplier undertakes to take back the goods at its own expense and risk, without being entitled to any compensation or indemnity from the customer. The customer reserves a period of 10 days after delivery to make any complaints.
The supplier guarantees that the products or packaging delivered are free from any defect or contamination of any kind. This does not in any way exclude liability for hidden defects, which remains the responsibility of the supplier (Articles 1641 et seq. of the Civil Code). The supplier undertakes to comply with the legal and regulatory obligations in force concerning the packaging and labeling of materials or packaging delivered under the order. It shall inform the customer of the specific storage conditions necessary for their proper preservation.
Warranty
The supplier guarantees that the supply complies with the description, specifications, or samples mentioned in the contractual documents. The conformity of the supplies delivered also refers to the quantities requested, as well as compliance with the origin of the products as defined in the specifications and/or the purchase order, which may therefore be subject to reservations and give rise to the application of the above provisions.
Regardless of any special conditions specified in the order, the supplier must, as part of the warranty it grants for its supply and in the event of failure or defect, ensure its replacement or make it fit for the use for which it is intended at no cost to the customer, and with the latter’s prior written consent. If the goods are not replaced or repaired within 20 working days of the customer’s request, the customer may substitute for the supplier by having the necessary work carried out by a third party of its choice. In all cases, the supplier shall bear all replacement or repair costs, including travel, labor, and transportation costs. The customer reserves the right to cancel or reduce the order in the event that the supplier refuses or is unable to fulfill its technical or commercial obligations in accordance with the terms of the order.
Management of non-conformities
In the event of non-compliance identified by the customer, whether in relation to products, services, documents, or associated processes, the supplier shall be informed as soon as possible. The supplier must implement corrective actions as soon as possible in order to restore compliance and enable business continuity. At the same time, the Supplier must conduct a thorough analysis of the root causes of the malfunction and implement internal corrective and preventive actions aimed at eliminating these causes in a sustainable manner. All measures taken must be documented and communicated to the customer upon request. In the absence of satisfactory treatment or in the event of recurrence, the customer reserves the right to suspend or cancel the orders concerned, without prejudice to its other contractual rights.
Force majeure
The parties cannot be held liable or deemed to have failed to fulfill their contractual obligations when the failure to perform their respective obligations is due to force majeure; the performance of the order between the parties shall be suspended until the causes of the force majeure have ceased to exist. Force majeure includes irresistible events or circumstances that are external to the parties, unforeseeable and beyond the control of the parties, despite all reasonable efforts to prevent them. The party affected by force majeure shall notify the other party within five (5) business days of the date on which it became aware of the event. The two parties shall then agree on the conditions under which the order will be fulfilled.
Industrial property
Unless otherwise agreed in writing, all studies, developments, documents, know-how, and results produced by the Supplier in connection with an order from an MGA entity, including in response to specific specifications, are and remain the exclusive property of MGA and its affiliates from the moment of their creation.
The related intellectual property rights are transferred to MGA on an exclusive basis, worldwide and for the entire legal term of protection.
Any exception to this principle must be subject to a prior written agreement concluded with an MGA entity.
In the event of co-development involving an effective contribution from both parties, intellectual property rights may be held jointly, subject to the conclusion of a specific agreement defining the terms and conditions for the distribution and exploitation of the rights.
In the absence of such an agreement, intellectual property rights shall remain the exclusive property of MGA and its affiliates.
It is also up to the Supplier to ensure by all means that all studies, developments, documents, know-how and results are not in breach of patents that have already been published by third parties and could limit the use by MGA and affiliates of the work subject to the order.
Advertising, confidentiality, and confidentiality obligation
In general, the supplier is required to comply with the obligation of “professional secrecy” and, as such, shall refrain from communicating to anyone, without the prior written consent of the customer, all or part of the technical and commercial information and data collected during the execution of the order and relating to the customer’s business.
In particular, the supplier must take all measures to ensure that specifications, formulas, drawings, plans, methods, documents, or any other element relating to orders or projects are not disclosed to a third party (voluntarily or involuntarily) by itself, its own employees, subcontractors, or suppliers.
Transfer of risks and ownership
Unless otherwise stipulated in the special terms and conditions of an order, the transfer of ownership and risks shall be carried out in accordance with the Incoterm mentioned on the order and, by default, upon receipt of the supplies, which shall be deemed to be in good condition and complete.
The customer rejects any retention of title clause that it has not expressly accepted in writing in advance.
Right of assignment
Where applicable, the customer reserves the right to assign all or part of its orders, as well as the related rights and obligations, to a third party.
Anti-counterfeiting
Counterfeiting of rights constitutes major economic and moral damage for the customer as well as a real risk for consumers. The supplier shall refrain from any action or omission that may affect these rights without obtaining the customer’s consent and shall inform the customer of any element that may infringe upon them and assist the customer in combating such infringement.
Subcontracting, forced labor, prison labor, dangerous labor, hidden labor, and child labor
Orders may not be fulfilled, in whole or in part, by a subcontractor designated without the prior, written, and unrestricted approval of the customer.
The supplier expressly acknowledges that it fulfills the social and tax obligations relating to its status and, in particular, complies with the provisions of Law No. 97-210 of March 11, 1997, relating to the strengthening of the fight against undeclared work.
The supplier undertakes to produce, upon conclusion of this contract, the documents provided for in Article D 8222-5 of the Labor Code proving the supplier’s compliance with the above provisions, this contractual clause being substantial. The provision of these documents constitutes a condition precedent to this contract. In addition, for any contract with a term of more than six (6) months, these documents must be sent to the customer again every six months until the contract expires.
The supplier must comply with all applicable laws and regulations and respect the principles of the fundamental ILO Conventions, namely C29 and C105 on the abolition of forced labor, C138 and C182 on the elimination of child labor, C100 and C111 on equality, and C87 and C98 on freedom of association. In particular, the supplier certifies and attests that no product purchased by the customer and manufactured by the supplier itself or by one of its own suppliers has been manufactured, assembled, or packaged using forced labor, prison labor (except as part of a rehabilitation program during the sentence), dangerous, hidden, and/or child labor involving children under the age of 16. This age limit is stricter than that imposed by ILO Convention C138.
The supplier shall only supply products that meet all the conditions required by the laws and regulations of the country in which they are manufactured.
The supplier acknowledges that in the event of a breach of this clause, the customer may, among other remedies, immediately terminate this contract and cease all commercial relations with the supplier without any future liability on the part of the customer towards the supplier.
Applicable law and jurisdiction
Any disputes relating to the execution or interpretation of our orders shall be subject to the jurisdiction of the courts of Lyon (69). These general terms and conditions of purchase and the orders under which they are placed are governed by French law.