TERMS AND PURCHASING CONDITIONS
SYMATESE
Version applicable from 01/03/2024

  1. DEFINITIONS

 

  • GTC: refers to these general terms and conditions of purchase.
  • SUPPLIER: refers to any professional vendor selling products or any professional service provider.
  • SYM: refers to the SYMATESE company, purchaser of products or services.
  • SYMATESE LAB is the brand name under which SYMATESE communicates.

 

2. SCOPE OF APPLICATION OF THESE GTC

2.1 These General Terms and Conditions apply by operation of law to all orders for products or services placed by SYM, regardless of the medium, paper or digital, and take precedence over the SUPPLIER’s general terms and conditions of sale.

2.2 Before SYM places any order, the SUPPLIER will have been notified of these GTC.

2.3 Any order accepted by the SUPPLIER implies the latter’s unreserved acceptance of these GTC, subject to any derogations or specific agreements previously agreed in writing between the SUPPLIER and SYM.

2.4 Under no circumstances may the SUPPLIER assign or subcontract, directly or indirectly, whether in return for payment or free of charge, all or part of SYM’s order, without SYM’s prior written consent.

2.5 SYM reserves the right to revise these GTC at its sole discretion. Changes shall be communicated to the SUPPLIER in writing (e.g. letter, fax or e-mail), who undertakes in advance to formally acknowledge receipt thereof.

3. FORMATION OF THE SALE

3.1 The sale will be deemed to have been completed on return of the purchase order duly signed by the SUPPLIER or, if applicable, of the specific agreements, no later than three (3) working days following receipt of the purchase order or said agreements by the SUPPLIER. If, however, the SUPPLIER adds conditions that differ from those mentioned on the purchase order, or on any specific agreements, these must be accepted in writing by SYM in order for the sale to be completed.

3.2 Any commencement of execution of an order without prior return of the purchase order or specific agreements shall constitute unconditional acceptance of these GTC.

4. CANCELLATION OF ORDER

4.1 SYM shall be entitled to cancel a purchase order immediately, without penalty and without prejudice to any other rights it may have, in the event that: (a) the SUPPLIER breaches a substantial obligation of the said order and fails to remedy the same within seven (7) days of written notification describing the said breach, (b) the inspection carried out under Article 7.3 reveals significant defects or reasons to suspect problems with the quality of the products.

4.2 The same shall apply in the event that SUPPLIER becomes insolvent, changes control within the meaning of Articles L. 233-3 to L. 233-5-1 of the French Commercial Code, or has not incurred any production costs.

5. TRANSFER OF RISK AND OWNERSHIP

5.1 The transfer of risk of the SUPPLIER’s products to SYM shall be in accordance with the Incoterm indicated on the order form. In the absence of an Incoterm in the purchase order, the transfer of risk shall take place upon delivery.

5.2 The transfer of ownership of the products takes place upon payment by SYM, it being specified that any reservation of title clause may only be invoked against SYM upon prior written acceptance by SYM’s financial department.

6. DELIVERY

6.1 SHIPPING

The SUPPLIER shall be responsible for delivering the products to SYM, or to any third party designated by SYM, at the delivery address indicated on the order form. SYM may choose the means of transport in consultation with the SUPPLIER. In the case of heat-sensitive products, the SUPPLIER will provide SYM with all information necessary to assess the safety and efficiency of the transport procedure. SYM reserves the right to request additional measures, including the use of temperature indicators during transport. For the purposes of these GTC, temperature-sensitive products are products which (i) require temperature control in accordance with the requirements set out in their purchase specifications, (ii) and/or which if not stored or transported under predefined

(ii) and/or which, if not stored or transported under predefined environmental conditions, and/or within predefined timescales, are likely to deteriorate, and/or lose functionality, in whole or in part.

6.2 DELIVERY TIMES

Delivery deadlines are mandatory, and the SUPPLIER must ensure delivery of the products and their accessories (including documentation) on the date indicated in the Purchase Order or in the specific agreements. If SUPPLIER is unable to meet the delivery date, SYM may, at its option, cancel the order without penalty, or accept late delivery, in which case SUPPLIER shall be liable to compensate SYM as provided below in Article 8.1.

6.3 ACCEPTANCE

Delivery shall not be deemed to have been accepted until eight (8) working days have elapsed. Signature of the transport document and delivery documents by SYM, or by any third party designated by SYM, does not constitute acceptance. Notwithstanding its signature, SYM may still reject defective products in accordance with Article 7.3 below.

7. GUARANTEES

7.1 The SUPPLIER personally warrants to SYM the delivery of products or the performance of services in accordance with the order, free from any defect, apparent or hidden, and in compliance with the regulations in force, as well as the peaceful possession of the products, particularly in the fields of intellectual property, competition law and unfair competition law.

7.2 In particular, SUPPLIER shall ensure that the products: (a) are suitable for the purpose for which they are supplied, are of satisfactory and marketable quality, and are free from defects in workmanship and materials, (b) conform to the specifications set forth in the purchase order or in specific agreements, (c) have been designed, manufactured and delivered in compliance with all applicable national and international laws (including labor laws), regulations and accepted industry practices. SUPPLIER shall provide SYM free of charge with any documents or information reasonably required to enable SYM to verify the quality of the products or to obtain any import or export authorizations necessary for the export of the products to their countries of destination.

7.3 Under these GTC, a defective product is defined as a product which does not conform to the specifications set out in the purchase order or specific agreements. SYM shall take reasonable steps to inspect the products within a reasonable time after delivery, and shall notify SUPPLIER: (i) immediately of any defects found during inspection, and/or (ii) as soon as reasonably possible, of any defects not immediately apparent during inspection.

Without prejudice to any other remedy, SUPPLIER shall, as soon as reasonably possible, at SYM’s option: (a) replace the defective product with a compliant product, (b) or refund the price of the defective product paid by SYM.

Following a report of a defective product, SUPPLIER shall investigate or, if it is not the manufacturer, take reasonable steps to ensure that the manufacturer investigates the defect and provide SYM with a complete copy of the investigation report no later than thirty (30) days following SYM’s report of the defect.

If SUPPLIER discovers that a defective product has been supplied to SYM, it shall notify SYM no later than twenty-four (24) hours following such discovery.

When a certificate of destruction for a defective product is requested by the SUPPLIER, SYM will send it to the SUPPLIER as soon as possible upon receipt of the request.

7.4 The SUPPLIER undertakes to state the expiration date of products on the purchase order or on any specific agreements returned and signed, and must indicate that their remaining shelf life, at the time of delivery, is at least two-thirds (2/3) of their shelf life. No deviation from this requirement shall be permitted without SYM’s prior written consent.

7.5 SUPPLIER shall provide SYM with up-to-date documentation on the quality and regulations of all products ordered by SYM. Any change in the manufacture or quality of products not previously approved by SYM shall result in the disqualification of said products as defective products within the meaning of Article 7.3.

7.6 Any change to a product supplied to SYM must be notified to SYM as soon as possible by e-mail to: supplier.quality@symatese.com.

8. COMPENSATION

8.1 As a corollary

to its warranty obligations set forth above in Article 7, SUPPLIER shall indemnify and hold SYM harmless against all direct and indirect damages, whether foreseeable or not, caused by its act or by the act of things, and all losses, costs and expenses of any nature arising from claims, demands or actions emanating from any third party (including any governmental or administrative authority).

9. FORCE MAJEURE

9.1 In accordance with the provisions of article 1218, paragraph 1, of the French Civil Code, force majeure in contractual matters occurs when an event beyond the debtor’s control, which could not reasonably have been foreseen when the contract was concluded and whose effects cannot be avoided by appropriate measures, prevents the debtor from fulfilling its obligation.

9.2 If the impediment delays the delivery of products or the provision of services by more than 72 hours in relation to the date specified in the delivery note or specific agreements, SYM is entitled to cancel the relevant purchase order without penalty.

10. PRICES AND PAYMENT

10.1 PRICES

Unless otherwise agreed in advance in writing, prices are quoted in euros and include all costs and expenses incurred by the SUPPLIER in the performance of its obligations. Prices are exclusive of value-added tax (VAT).

10.2 PAYMENT

Following receipt of the SUPPLIER’s invoice, payment will be made by bank transfer to the SUPPLIER’s bank account, in accordance with the terms of payment set out in the purchase order or specific agreements. In the event that the purchase order or specific agreements make no mention of the applicable payment terms, payment will be made no later than sixty (60) days following the date of receipt of the invoice. SUPPLIER shall ensure that a separate invoice is issued for each delivery of products or services. SUPPLIER will send an electronic version of the invoice to noreply.factures.sy@symatese.com.

10.3 OFFSETTING

SYM may, at any time, offset the sums it owes to the SUPPLIER against the sums owed to it by the SUPPLIER, including those relating to the reimbursement of amounts owed in respect of defective products.

11. NOTICE OF DISCONTINUANCE OF A PRODUCT OR SERVICE

11.1 The SUPPLIER undertakes to give SYM at least one (1) year’s notice of the cessation of the sale of a product or the provision of a service.

11.2 Failing this, the SUPPLIER undertakes to compensate SYM as provided for in Article 8 above.

12. CONFIDENTIALITY

12.1 The SUPPLIER undertakes to keep strictly confidential all information and documents, regardless of the medium, transmitted by SYM, and to use them only for the purposes of fulfilling the order.

12.2 By the same token, the SUPPLIER undertakes to refrain from communicating such information and documents to any third party, except to its employees, consultants and advisors, on condition that they need to know such information and documents for the purposes of fulfilling the order, and that they themselves are bound by confidentiality obligations at least equal to those resulting from these GTC.

12.3 Unless prior written authorization has been granted by SYM, the SUPPLIER may under no circumstances use SYM’s name as a reference for any other party.

13. INSURANCE

13.1 The SUPPLIER undertakes to obtain and maintain from a reputable and financially secure company an insurance policy for the entire duration of the contractual relationship with SYM, with reasonable deductible amounts in line with those practiced in SYM’s fields of activity, for the indemnification of SYM provided for above in Article 8.1.

13.2 The SUPPLIER undertakes to justify this to SYM at its first request, by producing a certificate indicating the amount of cover per claim, per year, for all damage or loss attributable to the same year of insurance, including defense, expert, procedural and legal costs.

13.3 By express agreement, failure by the SUPPLIER to comply with this article 13 shall constitute a resolutely clause entitling SYM to terminate the relationship.

SYM to terminate the contractual relationship in accordance with the provisions of articles 1124 to 1230 of the French Civil Code.

14. APPLICABLE LAW, AMICABLE SETTLEMENT AND JURISDICTION

14.1 These General Terms and Conditions are governed exclusively by the Laws and Regulations of the French Republic. The various international treaties and conventions are therefore excluded, in particular the United Nations Convention on Contracts for the International Sale of Goods.

14.2 SYM and the SUPPLIER undertake to attempt to resolve amicably any dispute that may arise between them in the event of difficulties arising in connection with these GTC. To this end, SYM and the SUPPLIER undertake to observe, before taking any legal action, a period of truce of two (2) months, during which they will endeavor to contribute in good faith to the elaboration of an amicable solution on the merits, at the cost of mutual concessions.

14.3 ANY PERSISTENT DISPUTE SHALL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COURT HAVING JURISDICTION OVER SYM’S REGISTERED OFFICE, EVEN IN THE EVENT OF A WARRANTY CLAIM OR MULTIPLE DEFENDANTS, UNLESS SYM PREFERS TO CHOOSE ANY OTHER COMPETENT JURISDICTION, IN PARTICULAR THAT OF THE SUPPLIER’S REGISTERED OFFICE OR THE LOCATION OF THE PRODUCTS OR THE PLACE OF PERFORMANCE OF THE SERVICES.