General Terms and Conditions of Purchase

Article 1 - General

These General Conditions of Purchase (hereinafter the "GCP") apply to the purchase of all materials, objects, components and services of any kind (hereinafter the "Product(s)") offered or supplied by any seller (hereinafter the "Supplier") to thyssenkrupp Materials France SAS (hereinafter the "Purchaser"). They form an integral part of any order placed by the Purchaser with the Supplier. An order (hereinafter the "Order") shall mean the GTC, the purchase order and all documents attached to the Order such as technical, commercial and/or administrative specifications required of the Supplier, these documents constituting the entire contract to the exclusion of any other conditions not expressly accepted by the Purchaser.

In the absence of contractual provisions to the contrary expressly agreed in writing, which may result from negotiations between the Buyer and the Supplier (hereinafter the "Parties"), the GTC shall prevail over any general terms and conditions of the Supplier, even if the latter are mentioned in documents issued by the latter. In the absence of express acceptance of the Supplier's general terms and conditions in the Order, their application is excluded.

In the absence of such contractual provisions to the contrary, the mere fact that the Supplier accepts the Order implies the reading and full acceptance of the GTC.

The GTC are available for consultation on the Purchaser's website at the following address: https://www.thyssenkrupp-materials.fr/fr/cga.html, and may be modified at any time without notice. These modifications are binding on the Supplier, who must therefore regularly refer to the aforementioned site to check the current GTC.

Article 2 - Order

All purchases of Products must be covered by a purchase order. It is imperative that the following references be indicated on all Supplier documents relating to the Order:

-         Supplier's name;

-            Buyer's Order Number;

-         Buyer's Name ;

-             Where applicable, specifications relating to the Product and/or service;

-            Delivery location; and

-           Billing address.

The Purchase Order shall be deemed accepted and final once the Supplier confirms acceptance of the Purchase Order, within five (5) working days from the date of issue of the Purchase Order, by means of a dated and signed acknowledgement of receipt.

Any Order not acknowledged within the aforementioned period shall be deemed accepted without reservation by the Supplier. Any silence or inaction by the Purchaser with respect to any clause or condition of the Supplier different from the Order shall have no legal effect and shall not constitute acceptance on the part of the Purchaser.

Article 3 - Delivery

Unless otherwise specified, all deliveries of Products must be accompanied by:

• A separate delivery slip in four (4) copies recalling, in addition to the references mentioned in Article 2, the description of the Products and the quantities delivered;

• The certificate of conformity of the Products, which must be provided prior to delivery if requested by the Buyer;

• All documents required by the Order.

With the understanding that all of the above documents may be sent in dematerialized format to the Buyer, to the natural person who placed the Order and to the Buyer's general address (supply.tka.france@thyssenkrupp-materials.com).

Packaging and identification will be carried out in accordance with the Order, regulations and standards in force. Packaging made by the Supplier must be able to guarantee the integrity and quality of the Products.

Unless otherwise stipulated in the Order, the terms of delivery of the Products shall mean "delivered to the agreed place of destination - DAP - Incoterms 2020" at the place of delivery of the Products indicated in the Order.

The Buyer reserves the right to refuse all or part of the delivery of Products and to return or hold available, at the Supplier's expense, risk and peril any Products :

-            Which has not been the subject of an Order or modification accepted by the Buyer;

-           Which would be delivered out of time ;

-            Whose delivery would be incomplete or excess.

The absence of reservations or complaints upon acceptance of delivery does not constitute a definitive acceptance of the Products delivered nor a waiver on the part of the Buyer of any subsequent recourse due to non-conformities with the Order or apparent defects in the Products. This acceptance will only occur after inspection of the Products within a maximum of fifteen (15) working days.

The Products must meet the requirements formulated on the Order as well as the regulations and standards in force.

In the event of non-conforming Products, the Buyer will inform the Supplier and reserves the right, at its option:

• To refuse the Products by making them available to the Supplier for removal by the latter at its expense, risk and peril within fifteen (15) days after the date of notification of non-conformity by the Buyer. Should the Supplier fail to remove the defective products within these time limits, the Purchaser reserves the right to dispose of them, in particular by scrapping them at the Supplier's expense;

• To refuse them and return them to the Supplier, at the latter's expense, risk and peril, within five (5) days after the date of notification of the non-conformity by the Purchaser.

For any non-conforming delivery, the Buyer will draw up a declaration of dispute.

The deadlines agreed between the Parties are imperative and their respect constitutes for the Buyer an essential cause without which it would not have contracted.

In the event of late delivery, the Supplier shall immediately notify the Buyer in writing, specifying, in particular:

-          The reason and/or duration ;

-            Any information relating to the measures put in place to remedy it.

In the event of failure to meet contractual deadlines, the Buyer reserves the right, at its option and without prior formal notice:

• Either to maintain the Order, the Supplier then incurring, ipso jure, for each full day of delay subject to an excess of two (2) days, late payment penalties of 1% of the total value of the Order per day of delay, up to a maximum of fifteen (15%) and this, without prejudice to any damages, which may be claimed from it;

• Either cancel the Order for any delay in delivery exceeding two (2) weeks, even if partial deliveries have already been made;

• Or remedy the delay itself by obtaining supplies from another Supplier at the defaulting Supplier's expense and risk. In this case, the Buyer will notify the defaulting Supplier, the latter having a period of two (2) weeks to propose an alternative solution to the Buyer.

These penalties are not in full discharge of the Buyer's obligations and cannot be considered as a fixed and definitive compensation for the prejudice suffered by the Buyer. In addition, the Buyer reserves the right to pass on to the Supplier any penalties that it would itself have had to pay to its customers as a result of such delays.

Any retention of title clause delaying the transfer of ownership as provided for by common law is excluded.

Article 4 - Price - Invoicing - Payment

4.1 - Price Conditions

The applicable prices are those mentioned in the Order. They are firm and non-revisable, except by specific agreement between the Parties. Unless otherwise agreed, they are "delivered to the agreed destination - DAP - Incoterms 2020" at the place of delivery of the Products indicated in the Order. These prices must include Product packaging, as well as packaging suitable for transport and handling. They may only be modified by an amendment to the Order.

4.2 - Invoicing

Within a maximum of forty-eight (48) hours following each delivery of Product in fulfilment of an Order, the Supplier shall send invoices, in electronic form, , complying with legal requirements and those of the Buyer, made out to tkMF, Service Comptabilité Fournisseurs (6, Avenue Gutenberg, 78310 Maurepas).

Said invoices shall be addressed by the Supplier to the Buyer, in the person of its preferred contact, as well as to the following addresses : supply.tka.france@thyssenkrupp-materials.com (for material) or to tkmf.france.achat-general@thyssenkrupp-materials.com (for non-material Products) or to tkmf.france.achat-sous-traitance@thyssenkrupp-materials.com (for subcontracting).

The Buyer reserves the right in particular to refuse any invoice:

-            Which has not been the subject of an Order in due form and receipt by its services ;

-           Which would not include the references of the Order.

4.3 - Payment

Subject to the conformity of the Products and unless otherwise stipulated on the Order, payments are made by the Buyer at 45 days end of month invoice date, by bank transfer in the stipulated currency.

In the event of late payment, late payment interest will be limited to 3 times the legal interest rate. Any delay in payment will give rise to a flat-rate compensation for collection costs of 40 euros.

Article 5 - Right to cancel orders

Independent of whether or not the Supplier acknowledges receipt of the Order, the Purchaser benefits from a right to cancel Orders sent, in the following cases :

• In the event that the Supplier has not put the Products in the Order into production, the Buyer has the option of cancelling the Orders placed, and this, for economic and/or commercial reasons ;

• In accordance with Article 3 of these GTC, in the event of any delay in delivery of the Order by the Supplier in excess of two (2) weeks, even if partial deliveries have already been made ;

• In the event that the Supplier substantially modifies its production and/or delivery lead times in such a way as to impact the delivery of Products by the Buyer to its own customers ; and/or

• In the event that the Supplier proceeds with a price increase, despite the requirement for firm and non-revisable prices set out in article 4.1 of these GCP.

Article 6 - Warranties - Liability

6.1 - Warranties

The Supplier warrants that upon delivery, the Products:

• Are of good quality and conform to the rules of the trade and free from all defects (material and legal);

• Are in conformity with all specifications and descriptions - and, if applicable, are in keeping with the sector of activity and final destination of the Products - supplied or adopted by the Purchaser and brought to the Supplier's attention;

The Supplier undertakes, where necessary, to ask the Buyer for the intended use of the Products, the sector of activity or the final application of the Products. The Purchaser is obliged to provide such information. In this event, the Supplier undertakes to guarantee - from the time of delivery of the Products - that the Products are of a quality expected of a diligent and competent professional.

The Supplier shall be liable for defects or faults affecting the Products in accordance with current common law and its contractual obligations. It will indemnify the Buyer against any claim of any nature whatsoever which may be made in this respect and undertakes to bear all the harmful consequences which may result for the Buyer and/or third parties and undertakes in particular to participate actively and financially in any recall campaign.

Unless otherwise provided for in the Order, the Supplier undertakes to guarantee the Products whatever the reason for its non-conformity for a minimum period of two (2) years from the date of delivery of the Products. The Supplier therefore undertakes, throughout this period, to repair or replace the defective Products (at the Purchaser's option) at its sole cost, it being specified that this warranty means that the Supplier will bear all costs relating to the repair or replacement of the Products (such as labour costs, travel costs, etc.) without prejudice to the application of the terms of article 5.2 below. Any defective Product repaired or replaced will be subject to a warranty under the same terms as those set out above.

The Supplier remains liable under common law, including beyond the contractual warranty period, for any defects the Products prove to suffer.

6.2 - Liability

The Supplier shall be liable for all direct, indirect, incidental, special, material or immaterial damages, including lost profits suffered by the Buyer, its personnel or any third party as a result of late delivery, defects in the Products, defects in packaging, or any other failures of the Supplier due to any non-performance or improper performance of the Order.

Such damages shall be compensated in full, without any limitation as to their nature or amount.

Article 7 - Insurance

The Supplier declares and guarantees that it has taken out an insurance policy with a reputedly solvent insurance company, covering its professional civil liability in particular, vis-à-vis the Purchaser, its personnel and/or third parties, and appropriate to the purpose and scope of the contractual relationship. The Supplier undertakes to justify, at any time and in particular when opening the supplier account, at the request of the Buyer, the effective subscription of the insurance policy and the payment of the corresponding premiums.

In the event of insufficient coverage, in particular in the absence of insurance against any possible damage to the Products themselves, the Supplier, in its capacity as intermediary between the Manufacturer and the Buyer, guarantees the latter that it may be indemnified by the Manufacturer under the contractual guarantee.

The Customer may at any time request disclosure of this warranty for the purpose of ascertaining its existence on the one hand and its scope on the other, prior to any Order confirmation.

It is the Customer's responsibility to inform the Manufacturer of any modification, suspension or termination of its insurance policy.

The insurance policy taken out by the Supplier may in no way be considered as limiting its obligations and liabilities under the Order.

Article 8 - Assignment - Subcontracting

Unless the Purchaser gives its prior written consent, the Supplier may not assign the Order in whole or in part to a third party. In the event of a change of control of the Supplier, direct or indirect, assignment or fund, the Purchaser shall have the right to terminate the Order in accordance with Article 10.

The Order may not be subcontracted, in whole or in part, directly or indirectly, by the Supplier, without the prior and express agreement of the Purchaser.

If the Supplier is authorized to subcontract all or part of the Order to third parties, such subcontracting operations, including any additional costs generated, shall be at the Supplier's sole financial expense. The Supplier shall remain solely and entirely responsible to the Purchaser for the performance of the Order and compliance with the GTC by its subcontractor. The Supplier shall notify all subcontractors of the clauses of these GPCs as well as those of the Order, and shall provide them with all information concerning the Purchaser's requirements, the latter reserving the right to refuse any subcontractor who does not comply with these conditions.

In the absence of prior authorization from the Purchaser concerning a subcontractor proposed by the Supplier, the Purchaser may, at its own discretion and within the scope of the Order, call upon another subcontractor. In the event that this hypothesis generates additional costs for the Purchaser, the latter shall have the option of re-invoicing the Supplier for said additional costs.

In the event of assignment or subcontracting by the Supplier without prior written authorization from the Purchaser, the latter may terminate the Order by operation of law without the Supplier being entitled to claim any compensation whatsoever.

Article 9 - Force majeure

A case of force majeure refers to an event beyond the control of the Parties, unforeseeable and irresistible, as defined by the provisions of the French Civil Code.

The Party, prevented from performing all or part of its obligations under the Order due to an event of force majeure such as, in particular, fire, flood, natural disaster, riot, war, strike, sabotage, will take all appropriate measures in order to resume, as soon as possible, the normal performance of its contractual obligations affected by the event of force majeure.

If, as a consequence of an event of force majeure, the Party affected by the event of force majeure is unable to perform its obligations within a reasonable period of time in relation to that provided for in the Order, the Parties will meet to define the conditions for continuing the Order. The Purchaser reserves the right to cancel the Order without the Supplier being entitled to claim any compensation whatsoever.

In the event of force majeure affecting the Supplier and if the case of force majeure continues beyond sixty (60) days, the Purchaser may terminate the Order in accordance with the provisions of Article 10.

Article 10 - Termination

The Purchaser may terminate the Order ipso jure by sending a registered letter with acknowledgement of receipt in the following cases, and without prejudice to obtaining damages:

• In the event of force majeure as provided for in Article 9;

• In the event of the Supplier's breach of any obligation and/or warranty provided for in the Order and/or in violation of these GTCs, and insofar as it is unable to remedy the same within a period of fifteen (15) days from receipt of the Buyer's written notification;

• The Supplier becomes insolvent or collective proceedings are initiated at its initiative or against it.

Article 11 - Compliance with labor legislation - Fraud and Corruption - Confidentiality

11.1 Compliance with labor legislation

The Supplier undertakes to comply with all provisions of the French Labor Code, in particular with regard to concealed labor and child labor. The Supplier also undertakes that the Order will be carried out in accordance with the social legislation in force in the country in which the Order is carried out, for as long as its commercial relations with the Buyer last.

11.2 Fraud and Corruption

The Supplier will take all necessary measures to prevent any fraudulent activity by its representatives with regard to payments made by the Buyer.

The Supplier undertakes and warrants that it has not given and will not give, nor agree to give, to any employee, agent or representative of the Buyer any present, commission in connection with the Buyer's Order.

In the event that the Supplier fails to comply with its provisions, the Purchaser may terminate the current Order by operation of law without prejudice to any recourse that the Purchaser may decide to bring against the Supplier. The Supplier undertakes to ensure that its employees and subcontractors comply with the obligations set forth in this Article.

Other than compliance with Articles 11.1 and 11.2, the Supplier must in particular comply with the "Supplier Code of Conduct" drawn up by the Purchaser, which is available on its website at the following address:   https://www.thyssenkrupp.com/en/company/compliance/code-of-conduct

11.3 Confidentiality 

The Supplier undertakes to treat as confidential all commercial and technical information and documents, as well as all objects entrusted to it by the Buyer and shall refrain from communicating and/or transmitting them in any way whatsoever to third parties, except with the Buyer's prior written authorization.

The Supplier shall refrain from publicizing its business relationship with the Buyer to third parties (including the Buyer's direct customers), except with the Buyer's prior written authorization.

Article 12 - Export Control

The Supplier agrees to comply with and guarantees compliance with all national and international export control laws and regulations.

The Supplier will obtain all national and international export licenses or similar permits required to comply with all applicable export control laws and regulations.

The Supplier agrees to hold the Buyer harmless and indemnify the Buyer against any and all claims and costs (including attorneys' fees) occasioned by the Supplier's failure to comply with applicable export control regulations.

Article 13 - Compliance of Products with regulations and standards

As part of the performance of the Order, the Supplier guarantees to the Purchaser the compliance of the Products with applicable regulations and standards concerning in particular health, hygiene, safety, traceability of Products and environmental protection. The Supplier shall provide the Purchaser, upon delivery or at the Purchaser's first request, with the certificates required by regulations and relating to the Products. This includes the application of the provisions of Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH Regulation) and Regulation (EC) No 1272/2008 of the European Parliament and of the Council of 16 December 2008 on classification, labelling and packaging of substances and mixtures (CLP Regulation).

In addition, the Supplier undertakes:

• To implement in the establishment of its supply chains, all necessary measures guaranteeing that materials do not originate or are not originating from a country in a conflict and high-risk zone, and;

• To provide on request, data relating to said supply chains.

Article 14 - Applicable language - Applicable law - Settlement of disputes

Only the French version of these GTCs is authentic between the Parties, regardless of any translations made by either Party.

Article 15 - Quality Requirements Purchasing suppliers and subcontractors

In the event that the service has an impact on the products or on the final service provided by the Buyer to its customers (including in terms of lead times), the Supplier must comply with the document EQ-TH-005 " Quality Requirements Purchasing suppliers and subcontractors" drawn up by the Buyer

These GTC and all contractual relations between the Parties are governed by the law of the country in which the Buyer placing the Order has its registered office, namely French law.  The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) as well as the rules of private international law.

Any dispute arising under these GTC and contractual relations between the Buyer and the Supplier shall be resolved by the competent courts of the place of the Buyer's registered office. However, the Buyer reserves the exclusive right to bring any dispute involving the Supplier before the Courts of the jurisdiction of the place of the Supplier's registered office or before the Courts of the jurisdiction of the place of delivery of the Products.