1. General Provisions: These General Terms and Conditions are an integral part of our supply order; the same applies to purchasing specifications and any other document expressly specified in the order. We are prepared to negotiate the Supplier’s General Sales Terms and Conditions if a contradiction exists between these Terms and Conditions and the Supplier’s, or in the event of a specific relationship. The General Purchasing Terms and Conditions may only be amended by special terms and conditions that we have expressly accepted in writing, or by the signature of a more complete and specific agreement that we and the Supplier wished to negotiate. Unless a specific agreement exists, such as a supply framework agreement between our two companies, the order and its acknowledgement of receipt constitute the sole commitment between us with respect to the purchase of supplies or services; it cancels all prior offers, letters or other commitments that are not reiterated in the order. The Supplier is under obligation to produce a specific result and provide consulting services for us and undertakes to comply with the laws, regulations and other texts currently prevailing in in the Philippines and its best trade practices, professional practices, the applicable French or international standards, and internal safety regulations.
“Supply” is understood as being the subject of the order (products, material, equipment, provision of services, intellectual services, etc.) including all relevant documents and deliverables.
2. Acknowledgement of receipt – Order acceptance: Any order only becomes final further to returning the acknowledgement of receipt, dated, signed and with the Supplier’s stamp within two weeks of the order date if possible. If the acknowledgement of receipt is not returned and performance has started, the Supplier will be deemed to have accepted the terms of our order. The special terms and conditions agreed to by the Parties will be enclosed in the order or specific agreement as stipulated above; the acknowledgement of receipt shall not specify different terms and conditions that have not been agreed to with us. Unless otherwise agreed between the Parties, the stipulated delivery date is the goods’ arrival date in our plants and not the shipping or availability date thereof.
3. Hygiene and Safety – Environment: By simply accepting the order, the Supplier guarantees that the supply is equipped with all regulatory or usual safety mechanisms. Whenever the order involves services to be provided within our establishments or those of our customers, the Supplier will take all measures required to comply in a timely fashion with legal and regulatory provisions relating to hygiene and safety. In particular, it will specify precautions for using the supply. If such supply creates pollution, or if it contains components which are submitted to specific regulations, the Supplier shall inform us of measures to be implemented for the possible destruction thereof (or of related waste) subsequently to use and in accordance with regulations applicable on the delivery date. Compliance with this clause constitutes an essential and decisive condition to our order.
4. Plans – Drawings – Tooling: The plans, drawings, documents, models etc., of whatever type, created on our account and/or which we have entrusted to the Supplier, shall not be used by him without our prior written agreement. They shall be returned to us at first request within 48 hours Unless otherwise specified, tooling and the related documentation entrusted to the Supplier continues to be our property alone and shall be returned at first request within 48 hour. The Supplier undertakes to ensure the correct preservation and maintenance of tooling entrusted to it.
5. Supplier’s corporate social and environmental responsibility: General principles: The Supplier hereby declares to have taken cognizance of and subscribe to our company’s sustainable development and business ethic commitments, set forth in particular in the Charter of Fundamental Principles accessible on the Legrand Group website – http://www.legrand.com/EN/. The Supplier undertakes to comply with our company’s sustainable development policy, particularly as regards environmental protection, compliance with applicable social legislation, employee occupational health and safety, business ethics and, especially, the fight against corruption and compliance with competition rules. With respect to environmental protection, health and safety at work and compliance with social legislation, our requirements as regards the Supplier are specified in Articles 3.1 “THE ENVIRONMENT”, 3.2 “SAFETY” and 3.3 “SOCIAL ASPECTS” of the purchasing specifications. In terms of the fight against corruption, we expect the Supplier to reject all forms of corruption, whether public or private, active or passive. Accordingly, the Supplier agrees to comply with the existing national and international legal and regulatory texts and conventions for the fight against corruption in every country where it is based and/or in which it operates. In terms of competition law, we expect the Supplier to reject any unfair or restrictive competitive practices and to provide proof of behavior complying with the regulations in relation to its competitors, customers and distributors. Accordingly, the Supplier agrees to comply with the existing national and international legal and regulatory texts and conventions in every country where it is based and/or in which it operates. The Supplier undertakes to comply and ensure compliance within its group with principles of good behavior at least equivalent to the principles set out in our company’s competition charter, particularly in relation to unlawful conspiracy, abuse of market power and the exchanging of inside information. The Supplier has been issued a copy of the competition charter. The Supplier agrees to require its own suppliers and sub-contractors to comply with the same rules as those by which it is bound by this article Audits/inspection programs: we reserve the right to have audits/inspection programs conducted at any time in order to ensure that the Supplier complies with the aforementioned sustainable development and business ethics requirements. Accordingly, the Supplier guarantees internal or external auditors appointed by our company access to its production sites.
6. Subcontracting: Prior to any performance, the Supplier is under obligation to submit its subcontractor to our approval. If we approve such subcontractor, the Supplier will be fully liable for any possible consequences for us.
7. Shipping: The supply is shipped in such a manner that it does not undergo any deterioration during transport and storage. The Supplier draws up all necessary documents and obtains all required authorizations. Shipping takes place in accordance with the International Chamber of Commerce INCOTERMS prevailing on the supply shipping date. The Supplier sends us a delivery note specifying order references and which must be enclosed with the supply. Costs for demurrage of carriages and trucks, for storage, handling or other reasons resulting from a delay in sending the delivery slip, insufficient details in consignment documents, or any other cause attributable to the Supplier’s carrier, shall be taken charge of by the Supplier.
8. Deadlines: All deadlines, as negotiated and stipulated in the order, are mandatory. As soon as the Supplier is aware of any expected delay, it shall inform us thereof so that we can undertake all measures required to protect our interests.
If such delay may cause us damages or lead to our incurring additional costs, we may serve notice to deliver on the Supplier or inform the latter of our decision to apply penalties by written notification (e-mail, letter or other means).
Penalties amount to 0.1% per calendar day late of the order amount excluding taxes with a maximum of 10% of the said amount.
If the contractual deadline is not complied with, we will agree with the Supplier to either postpone the supply delivery date with penalties being paid by the Supplier, or partially or totally terminate the order and procure our supplies elsewhere; in such a case the Supplier would pay compensation covering the damages suffered by our Company due to such default. If no agreement is reached, or in the event of repeated delays, we reserve the right to terminate the order on grounds of default. If the supply fails to comply with the order, this shall not be considered as delivered within the deadline.
9. Vehicle circulation: The Supplier complies with the site safety and circulation instructions which it will request at the entry gate thereof, and undertakes to have its carrier comply with this obligation.
10. Reception – Warranty: Quantitative and qualitative control of order compliance takes place subsequently to delivery on the site, specified in the order, where acceptance is performed. Provisions relating to quality, and processing of non-conformities in particular, are set forth in the purchasing specifications which are an integral part of the order. The said acceptance, whether a report is drawn up or otherwise, does not release the Supplier from its obligations.
Notwithstanding legal warranties and unless otherwise agreed between the Parties, the Supplier guarantees its supply during twenty-four (24) months as of the reception or activation thereof, until the latest of the two dates, against any non-compliance with the order, any design, manufacturing or material defect, unfitness for use and/or breach of best trade practices or currently prevailing laws and regulations. Furthermore, the Supplier undertakes to inform us at least twelve (12) months in advance if the supply of the products, services or spare parts concerned by the order ceases. If the aforementioned warranty is exercised, the Supplier undertakes to repair or replace the supply, or take charge of supply repair or replacement costs. A rejected supply will be made available for the Supplier during a maximum of one (1) month as of notification of such rejection. On expiry of this deadline, we may freely dispose thereof. If defaults are revealed during the warranty period, this shall be extended for a period equal to that during which the supply is unfit for use; if it must be partially or totally replaced, the warranty period restarts as of such replacement. The Supplier holds responsibility for all types of damages and losses resulting from the supply’s hidden defects.
11. Price – Payment terms: Unless a specific agreement has been concluded, as stipulated in paragraph 1., our orders are placed at firm and non-revisable prices which include packaging, handling, shipping, unloading, insurance, customs duties and all levies, taxes and other costs. Deposits and payments belong to the Supplier only subsequently to performance of its contractual obligations. Unless otherwise specified in special conditions for the order, the Supplier will set up a deposit return guarantee for the payment of any deposits made by us. For all supplies which are paid according to the weight, size or volume thereof and in the event of a contradiction with the Supplier’s documents, we propose to take such measurements in the latter’s presence; if the Supplier is absent, our measurements will prevail. Orders are paid, net of any discount, in accordance with the conditions specified in the order. Each invoice is drawn up in full compliance with the order and in particular shall be sent in triplicate to the address specified therein; it will use order and delivery slip references, indicate deposits received and the corresponding services. Any non-conform invoice will be rejected and returned to the Supplier. Unless otherwise specified in the order, our payments are made at 60 days (sixty days) from invoice date. If we pay late, the penalties we owe shall not exceed the interest rate by Philippines central bank. The Supplier hereby irrevocably authorizes us to compensate, ipso jure, all reciprocal receivables and debts, subject to the fact that the conditions required for legal compensation are satisfied.
12. Transfer of ownership and risks: The transfer of ownership and risks takes place subsequently to the supply’s reception at the destination thereof. However, if we have paid deposits for the supply, the transfer of ownership at the Supplier’s or its subcontractor’s premises concerns the corresponding raw materials and the part of the supply which is being performed; this shall be identified by the Supplier as being our property. Further to exchanges with the Supplier, any delivery which does not comply with our order may either be returned to the Supplier that will assume the storage and transport costs and risks thereof until they reach the latter’s premises, or shall be picked up by the same eight days subsequently to our notice of such lack of conformity.
13. Confidentiality – The Supplier undertakes to consider as strictly confidential and not to disclose to any third party whatsoever, whether with or without consideration or in any form whatsoever, information communicated by us during the consultation and/or order performance, without our prior written authorization. The Supplier also undertakes to only use the said confidential information for the requirements of such consultation and/or order performance, and to solely transmit this to those members of its staff who require such information to perform their assignment.
14. Industrial and Intellectual Property Rights – Information that we provide to the Supplier remains our property. We grant the Supplier the right to use this information free of charge solely for order performance requirements. The Supplier undertakes not to modify the information in any manner whatsoever, either directly or indirectly, including the materials, software, software packages or documents that we have entrusted thereto, without our prior written agreement. In orders which partly include studies or developments and unless specifically otherwise agreed, all information of whatever type, whether written or oral and on whatever medium, including processes, data, software, materials or any other results which may or may not be the subject matter of intellectual property rights generated in the framework of the order (hereinafter the “results”) and all documents, reports, plans, drawings, models, including software resulting from order performance, shall be our property. Therefore we shall be entitled to unrestrictedly use, exploit or transfer the said results in all countries. It is hereby specified that for the results which may be protected by copyright, in particular software, the thereby transferred proprietary rights include the right of representation, reproduction, translation, adaptation, modification, marketing, use, possession, duplication and more generally all exploitation rights for all purposes. This transfer is valid for the legal protection term of such rights in each country and for all countries in the world. The ownership of results shall be transferred gradually during the elaboration thereof. Part of the fixed amount that constitutes the order price is paid for the finalized performance of studies and developments and in consideration for the transfer of the rights listed above. Another part of the fixed amount paid by us constitutes the fixed remuneration for exploiting the said studies and developments, as the Supplier in turn retrocedes part of such amount to its authors / employees as wages. Unless the technical specifications that we have provided are implicated, the Supplier will be responsible for the use of all industrial or intellectual property rights in its supplies, all royalties, costs or claims relating to the use of the said rights in the supply or which result from measures subsequently implemented to maintain the condition thereof. The Supplier shall defend us and hold us harmless in the event of any third party action relating to such rights, and shall compensate us in full for the damages suffered for such reason; however, our company shall be entitled to be represented by a lawyer of our choice at the Supplier’s expense. Unless otherwise specified, the Supplier expressly undertakes not to transmit to third parties any documents concerning the drawings, models and tools which belong to us. Any breach of this clause would constitute grounds for termination of our contractual relationship due to default.
15. Termination: If the Supplier fails to comply with all or part of its contractual obligations, in particular but not exclusively, if the Supplier defaults one of its obligations relating to the latter’s corporate social or environmental responsibility, incumbent thereon pursuant to paragraph 5 here above, we will serve notice to remedy such default by registered letter with acknowledgement of receipt, or if this is not immediately possible, to propose a corrective action plan with a schedule that is acceptable by us, within fifteen (15) calendar days. If the Supplier does not undertake such correction or make a satisfactory commitment, we reserve the possibility of terminating the order either partially or totally, by registered letter with acknowledgement of receipt, with immediate effect, and without prejudice to the return of payments made or payment of damages to us. If an established business relationship exists, we may terminate all or part of one or several orders by complying with a written notice period that takes into account the duration of such business relationship, the provisions of the applicable law, and rules specified by French case law.
16. Damages and Insurance: The Supplier undertakes to fully assume any bodily injury, material or immaterial damages caused to third parties or our Company, their representatives or agents, in performance of the order or resulting therefrom, either due to the Supplier’s lack of compliance with the contractual obligations incumbent thereon, or further to the Supplier’s public liability or that of its representatives, agents or subcontractors being challenged. The Supplier shall contract insurance with companies renowned as solvent to insure the consequences of the aforementioned obligations and of all damages which may be suffered by the supply until risks have been transferred to our company.
17. Mediation – Disputes: The Parties undertake to jointly examine, with conciliation utmost in mind, any disagreements that may arise between them. If a dispute arises, the Supplier shall be entitled, if it so wishes, to refer to the internal Legrand mediator via email@example.com to inform him or her of the situation and endeavour to find an amicable solution. During the said mediation period and in the framework of dealing with all disputes, the Parties undertake to make all efforts to reduce the resulting financial consequences for them, and for the Supplier in particular, to suspend order performance if Legrand so requests. The order and the consequences thereof are governed by French law and exclude the Vienna Convention of April 11, 1980. If no solution can be found with the assistance of the internal mediator, the most diligent Party shall be entitled to refer any dispute to the Courts where our company’s registered office is located to which both Parties expressly attribute sole power of jurisdiction, even in the event of third-party complaint or multiple defendants and whatever the location and terms of payment. However, if our Company files a legal claim, we reserve the right to summon the Supplier to appear before the Court where our relevant Establishment for the order performance is located.