SUPPLIERS SPECIFIC REQUIREMENTS

The purpose of these General Conditions of Purchase is to establish the general provisions applicable to orders of any kind of material, equipment, products or services. The provisions contained in this document are deemed to be accepted unless otherwise agreed in negotiations with the supplier.

I. Order confirmation
The supplier is generally obliged to return the duly signed order confirmation within 8 (eight) days from the date specified in the order. After this period has expired, the contract conditions are deemed to have been accepted by the contractor.

II. Early delivery and excess quantities
In the event of early delivery, the buyer reserves the right to either postpone payment until the relevant contractual date or to return the goods to the seller at the seller's expense. The Buyer reserves the right to return any Goods delivered in excess of the quantity ordered to the Seller at the Seller's expense and to deduct the value of such Goods directly from its payments.

III. Prices and conditions
The prices listed in the order are exclusive of all customs duties and taxes, with the exception of VAT. They apply to the goods packaged, packaged and delivered in accordance with the Incoterms specified in the order.

IV. Late delivery
Our suppliers must deliver within the agreed delivery dates. In the event of late delivery of an order or part thereof, we reserve the right to shorten or cancel an order not fulfilled on time and to refuse to accept delivery without prior notice and without any claim to compensation. The Buyer reserves the right to obtain the ordered goods from another supplier at the expense of the supplier who has not delivered on time, without prejudice to any other rights or remedies.

V. Intellectual and material property
Drawings, sketches, designs, technical specifications, specific documents, production and testing tools and various auxiliary materials provided by the Supplier or paid for by Electropoli are and shall at all times remain the exclusive property of Electropoli. They may only be used to fulfill orders from Electropoli and must be available to Electropoli upon request within one business day. They may not be destroyed, modified or passed on to third parties and may not be used or reproduced for purposes other than those approved by us in writing. The supplier takes care of the above-mentioned items and bears full responsibility for their damage, theft, loss, partial or total destruction. It is the supplier's obligation to take out insurance in this case. The above-mentioned items must be returned to our company in perfect condition upon request.

VI. confidentiality
The supplier is obliged to always treat the information provided to him confidentially. The Supplier will take all necessary measures to prevent disclosure of the information obtained when executing the Order. Drawings, sketches, designs, technical specifications, specific documents, production and control tools and various aids communicated or learned about by the Supplier are and remain at all times the exclusive property of Electropoli. They may not be destroyed without prior consent.

VII. Receipt and inspection of products
The Supplier guarantees that the delivered products, packaging, labels and administrative documents correspond to the data specified in the Buyer's order and are free from defects and counterfeits. Delivered products must be accepted by Electropoli. Products are accepted by Electropoli only after a quantitative and qualitative check has been carried out by our quality department or, in the case of the provision of services, by our technical departments. Unless expressly stated otherwise in the order, Electropoli must contact the supplier within sixty (60) business days of the delivery date. Delivery may be refused or warranty conditions may apply at any time, even if Electropoli has not expressed any reservations at the time of delivery of the packages. Electropoli will return defective or counterfeit products at the risk and expense of the supplier. Any delivery not accompanied by the documents required in the order or the relevant delivery note may be rejected by Electropoli and returned at the supplier's expense and risk. If the products are returned due to non-conformity or counterfeiting, Electropoli reserves the right to either request the supplier to replace or modify the said products in accordance with the original conditions of the order, or to grant a deduction from the amounts owed to the supplier Costs of measures taken to bring the products into conformity with the order, including but not limited to: identification and labeling costs, transport, changes in our factories. If our company is forced to source all or part of the order elsewhere, the supplier who has not fulfilled the order will automatically be obliged to pay the difference between the price of the new order and the price of the original order.

VIII Quality and monitoring
The supplier is responsible for ensuring the quality of supplies and services and must establish an appropriate quality control and management system in accordance with the criteria set out in the technical documentation. The supplier must also protect itself against the use of counterfeit parts. The supplier must keep records that prove the conformity of the deliveries and services. The validity period of these records is 50 years or as agreed with Electropoli and upon request. This requires prior consent before destruction. If the supplier requires the delivery of initial samples or copies of templates, the order requires the approval of these samples or templates by Electropoli. We reserve the right to appoint a representative to monitor the implementation of our order in the workshops of the supplier and its subcontractors. This representative must be granted free access to the workshops during working hours and all facilities necessary for his work must be made available to him. Any external service provider must be designated or approved by Electropoli, including the process sources. All changes (process, product, service, provider, location) must be known and approved by Electropoli. The Supplier also undertakes to provide every organization, customer and regulatory authority with access to the relevant premises of all sites and relevant documented information at every level of the supply chain and undertakes to communicate all requirements applicable to its suppliers.
The supplier must include with each shipment an easily accessible, legible and detailed delivery note, which, in addition to information on the packaging and the type of packaging used, also contains the information specified in our order and the order number, so that the delivery can be identified and a quantitative control can be carried out.

X. Liability and warranty
The supplier is always responsible for the proper fulfillment of this order and all resulting consequences in accordance with the general legal provisions. Approval of samples or master copies or payment of invoices by Buyer shall in no way affect this liability. Electropoli may also invoke the supplier's liability if discrepancies, defects or counterfeits were overlooked during the inspection and were only discovered when the deliveries were put into operation or used. The same applies if Electropoli does not carry out any checks and responsibility for such checks has been assigned to the supplier. The supplier must therefore bear the costs for all non-conforming and defective deliveries as well as all costs for their return or sorting. Supplier shall also indemnify Electropoli against any injury, property damage or loss that may result from defects, non-conformities or counterfeiting. The supplier will take out appropriate insurance for this. The supplier releases Electropoli from all claims that third parties may assert at any time in connection with the delivered goods arising from patents, licenses, trademarks or designs. Unless otherwise agreed, the warranty begins on the day of delivery. In the event of a warranty claim, the Supplier must immediately replace the defective goods or equipment and compensate Electropoli for any direct or indirect damage or loss that Electropoli may have suffered as a result of the defects. If the Supplier does not replace the defective goods or equipment, Electropoli reserves the right to have the repair carried out at the Supplier's expense. If parts or devices are replaced, the new warranty period applies to the replaced parts from the date of installation. At the request of Electropoli, replacement of defective devices or goods will be provided. The Seller will, at its own expense, take out the necessary insurance to cover its liability arising from the fulfillment of the order. At the Buyer's request, the Seller will provide the Buyer with certificates older than six months and provide proof of its civil and commercial liability insurance as well as the corresponding insurance of the goods to the agreed place of arrival.

XI. Invoices and payment terms
Unless otherwise agreed, invoices must be sent to the address of the ordering company. Each invoice must contain the Electropoli order numbers, reference and delivery note number of the supplier, as we use these basic data to identify and verify each invoice, as well as any other information required by Article L.441-3 of the French Commercial Code (Commercial Code). We reserve the right to return invoices that do not contain this information. In the event of a dispute regarding prices invoiced or supplies delivered (quantity or quality) or services provided, a credit note may be issued. Electropoli may, at its sole discretion, either deduct the amount of this direct debit from subsequent payments or request a refund. Any special conditions or information contained in the invoice that contradict the order contract or these general terms and conditions have no effect. Payments will be made by Electropoli in accordance with the conditions specified in the order. Unless otherwise expressly agreed by Electropoli, no payment will be made if the supplier has not returned the order confirmation or the delivery has not been made in accordance with the conditions of the order, including the documents and certificates accompanying the material.

XII. observance
The goods ordered must comply with all applicable legal requirements and regulations, including those relating to: quality, safety, conformity of the product or service,
Presentation and labeling of goods; labor and employment legislation; international conventions on children's rights; ethical behavior and environmental legislation. The supplier undertakes to do this
to comply with all legal requirements and regulations applicable to its business activities and to provide the Buyer upon request with information about the company's environmental impact
An activity that depends on the nature of that activity. Since Electropoli is committed to an environmental management system through ISO 14001 certification, the supplier is part of a permanent one
As part of the improvement process, collaboration may be required to achieve Electropoli's environmental performance in line with its self-defined quality and environmental policy.
(www.electropoli.com/commitments).
Supplier agrees that Buyer has the right to conduct audits of its procedures or to have such audits conducted by Supplier specifically for this purpose or as required by law.
Authorities check whether the required standards are being met. In the event that a subcontractor collects or uses personal data on behalf of Electropoli, Electropoli undertakes to comply with all
The General Conditions of Purchase, relating in particular to the personal data of the Electropoli Group, are available on the Electropoli website.

XIII. Place of jurisdiction – applicable law
Any dispute arising from this order or its implementation will be subject to the jurisdiction of the Commercial Court of Coutances, which will decide in accordance with the laws of France, even in the case of the involvement of third parties or claims involving several defendants.

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