ARTICLE 1: SCOPE OF APPLICATION AND PRIORITY

These conditions together with the relevant purchase order shall set forth the binding terms for supplies, equipment, facilities and services (hereinafter the “Goods”) placed to the supplier (hereinafter the “Supplier”) by companies of Arjowiggins Graphic branch of the Arjowiggins’ group, whose contact details appear on the purchase order form (hereinafter “AW”). AW is not bound by the Supplier’s general conditions of sale and any additional or different terms or provisions that may appear on any proposal, quotation, price list, acknowledgement, invoice, packing slip or the like by the Supplier, or course of performance, course of dealing, and usage of trade shall not be applied to modify these general conditions of purchase unless AW expressly agrees in writing. Any amendment of the Order has to be agreed in writing by AW.

ARTICLE 2: ACCEPTANCE AND REFUSAL OF PURCHASE ORDER

The Supplier shall return to AW the acceptance of the purchase order, duly signed at the latest within four (4) working days from the date of receipt of the purchase order, unless otherwise agreed between the parties. Moreover, if the Supplier does not reject a purchase order in writing within the aforementioned time limit, the purchase order shall be deemed to have been accepted based on these general conditions of purchase (hereinafter the “Agreement”). The execution of an order shall be evidence of the acceptance thereof on the terms of the Agreement.

ARTICLE 3: COMPLIANCE WITH LAWS

The Goods shall at all times comply with all laws, regulations and ordinances applicable to this Agreement including but not limited to all labour, environmental laws… The Goods must be delivered with relevant guidelines and instructions for use, storage and maintenance under safe and optimal conditions, as well as the documents stipulated under the standards, laws and regulations of the country of delivery. Failing this upon delivery, AW reserves the right to refuse the Goods.

ARTICLE 4: DELIVERY, RECEPTION… TIME

Time is of the essence and all dates referred to in this Agreement shall be firm. In the event that the Supplier anticipates any difficulty in complying with any delivery date or any of its other obligations under this Agreement, the Supplier shall promptly notify AW thereon in writing.

ARTICLE 5: DELIVERY OF GOODS

5.1: Conditions and content of deliveries :

The Supplier shall abide by the access and unloading conditions in force on the delivery site. In absence of express stipulation, the Goods shall be delivered DDP (Incoterms ICC ® 2010) with a delivery slip attached, stating (i) the purchase order no, (ii) the Goods’ reference and quantity. In its absence, solely weight and quantity acknowledged by AW are taken into account for payment of the invoices.

5.2:Packaging and transport :

The Supplier shall pack, mark, and ship the Goods with sound commercial practices and AW’s specifications in such manner as to prevent damage during the transport and to facilitate efficient unloading, handling and storage. All Goods shall be clearly marked as destined for AW. Supplier shall be liable for any loss or damage suffered by the Goods and due to its failure thereto, without AW being required to assert any claims for such loss or damage against the common carrier involved.

5.3: Delivery times :

The dates of delivery of Goods to the final destination are binding. They may not be modified even partially without AW’s express written consent. AW reserves the right to refuse any Goods’ delivery at a different date from the one agreed in the purchase order. However, AW reserves the right to refuse any untimely delivery of Goods and return same at the Supplier’s risk and expense. If an advance delivery is accepted, only the contractual delivery date shall be taken into account to calculate the due payment date of invoice.

5.4: Consequences of late delivery :

In the event of late delivery, AW may (i) request express delivery at the Supplier’s expense; (ii) apply a penalty for late performance equal to 1% per week of delay of the price of the Goods concerned, inclusive of tax, and limited to 5%; (iii) offset these penalties against the amounts payable to the Supplier providing the Supplier does not raise any objection within 4 days of receipt of the penalty notice ; and (iv) terminate or cancel ipso jure, in whole or in part, any order that is not delivered timely by written notice without prejudice to any other rights and remedies (indemnification…).

5.5 : Acknowledgment of receipt of Goods :

Delivery shall be deemed completed when its receipt has been acknowledged in writing by AW. The acknowledgment of receipt of consumables or ready-to-use Goods shall be evidenced by the signature of the delivery slip by AW, without any reservations; the acknowledgment of receipt of services shall be evidenced by the actual, definitive performance of the services in full for AW’s benefit, without any reservations from this latter. However, both shall not constitute acceptance of Goods in terms of free of defect and in conformity. The acknowledgment of receipt of equipment or facilities requiring installation, setting and/or putting into service shall be evidenced by AW’s signature of a definitive handover protocol without reservations.

ARTICLE 6: PRICES AND PAYMENT

6.1: Price :

All prices shall be fixed and non-adjustable for properly packed and delivered Goods and/or for installation of equipment/facilities, and setting and putting into service, transported to and unloaded at the place indicated by AW, including insurance. The fixed prices include fulfilment of customs formalities, payment of customs’ duties and all taxes included. Transportation of goods shall be carried out at the risk and expense of the Supplier, materials and equipment installed, set and put into service.

6.2: Payment :

Payment invoices must be sent for each purchase order in three originals to AW’s accounts department indicating at least purchase order number, description and quantity of Goods as well as date and number of delivery slip. Subject to the acceptance of the Goods by AW and the invoice in a proper form, full payment shall be made by wire transfer within the payment term mentioned in the Purchase Order. If Supplier fails to fulfil any of its obligations under this Agreement, AW may suspend payment to Supplier. AW may at all times have the right to set off and deduct from any amounts owed by AW to Supplier any amount owed by Supplier to AW, irrespective of the nature of any such claim. The Supplier acknowledges and agrees that any debt due by AW to Supplier may be paid on AW’s behalf by any other legal entity belonging to the Arjowiggins Group and/or a third party appointed by AW. By such payment AW will be totally discharged from any such debt.

6.3:Title :

Title to the Goods shall pass to AW at the time of delivery of the Goods at the place indicated in the purchase order, in case of several delivery, at the time of each of them. If advance payments are made on these Goods prior to delivery, title in the Goods shall pass on payment.

ARTICLE 7: ACCEPTANCE AND TRANSFER OF RISKS

Acceptance and transfer of risks of Goods and/or Services shall take place on AW’s site after due checking irrespective of the payment and delivery terms.

ARTICLE 8: QUALITY

8.1: Free of defects and conformity :

The Supplier certifies the Goods free of defects and conform to the requirements of this Agreement. Inspection of or payment for the Goods by AW shall neither constitute acceptance nor release Supplier from any of its obligations, representations or warranties under this Agreement. AW reserves the right to inspect the Goods at any time at Supplier’s premises also during performance of the purchase order. In this case, the Supplier shall provide reasonable assistance to AW’s inspection personnel, employees… The Supplier undertakes to inform AW immediately of any suspected non-conformity of the Goods delivered to AW.

8.2: ISO Certifications :

In the event the Supplier has ISO certifications, these conditions shall constitute confirmation by the Supplier of the implementation of all obligations resulting thereof, thus reducing the quality control checks required upon delivery to the premises of AW. Moreover, the Supplier must inform AW immediately of any material events related to this ISO certifications (renewal, cancellation).

8.3: Changes to Goods :

The Supplier shall not, without the prior written consent of AW, make any changes on Goods, manufacturing process, place of manufacture, raw material….In case of an agreed change, any cost incurred (test, trials, qualification …) will be borne by the Supplier.

8.4: Performance of Services, Good Faith :

The services and obligations (design, manufacturing, installation, delivery or information) to be performed by or on behalf of the Supplier under this Agreement shall be executed with due skill and care and in good faith. Supplier shall be fully liable for such performance.

ARTICLE 9: WARRANTY

Contractual warranties shall begin to run for a period of 24 month period, on the date on which AW acknowledges receipt of the Goods (see Article 5.5 above), unless otherwise agreed.

9.1: Goods :

The Supplier represents and warrants to AW that the Goods are: (i) suitable for the intended purpose and shall be new, merchantable, of good quality and free from all defects in design, materials, construction and workmanship; (ii) comply with the specifications and any other requirements under this Agreement; (iii) shall be free from any and all liens and encumbrances; (iv) are provided with and accompanied by all information/instructions necessary for proper and safe use; (v) accompanied by all required licenses for their intended use including the right to transfer and the right to grant sublicenses; (vi) do not violate or infringe any third party domestic or foreign patent, copyright, trade secret, trademark, know-how or other intellectual property rights; and (vii) have been manufactured, stored and transported in accordance with all laws and regulations applicable in the country of manufacture, storage and transit, in particular those regarding health, safety, the environment and labour law.

9.2: Remedies :

If any Goods are defective or not in conformity with the requirements of this Agreement, AW shall, without prejudice to any other right or remedy under this Agreement or applicable law, at its sole discretion and at yje Supplier’s costs and risks: (i) claim a full refund of the price paid under this Agreement and return the Goods concerned; or (ii) require Supplier promptly to remedy the defect or non-conformity or replace immediately the nonconforming Goods with Goods meeting the specifications. The Supplier shall collect the rejected Goods within 15 days of the notice of nonconformity or defect. Rejected Goods shall be deemed undelivered. Acceptance of, or payment for, all or any part of the Goods under this Agreement shall not be deemed to be a waiver of AW’s right to cancel or return or reject all or any part thereof by reason of non-conformity or defects, latent or patent, or other breach of warranties, or to make any claim for damages, including manufacturing costs and loss of profits or other special damages occasioned to AW.

ARTICLE 10: LIABILITY

The Supplier shall be liable for all damages directly or indirectly suffered by AW as a result of the breach of its obligation arising from this Agreement including but not limited to, delay in delivery, result of non-conformity.

The Supplier shall indemnify and hold harmless AW, its agents and employees from and against any third parties’ suits, legal actions or administrative proceedings, claims for damages, judgements, liabilities, interest, attorneys fees, costs and expenses whatsoever (including but not limited to special, indirect, incidental, consequential damages) whether arising before or after the completion of delivery of Goods under this Agreement, in any manner caused or claimed to be caused by the acts, omissions, faults, breach of express or implied warranty, duties under this Agreement, or negligence of Supplier (or of anyone acting under its direction or control or on its behalf).

AW shall not be liable to Supplier for any lost revenue, lost profits or other incidental or consequential damages even if AW has been advised of the possibility of such damages. In no event shall AW be liable to Supplier, its successors or assigns for damages in excess of the amount due to Supplier for complete performance under this Agreement, less any amounts already paid to Supplier by AW.

ARTICLE 11: SUSPENSION AND TERMINATION

Without any prejudice to any other right or remedy available to AW under this Agreement or at law, AW shall be entitled at its discretion to suspend or terminate ipso jure and with immediate effect its obligations under this Agreement in whole or in part by means of written notice in the event that: (i) the Supplier breaches any of its obligations under this Agreement; Supplier becomes subject of bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceedings within filing or petition proceedings, and/or (ii) AW shall not be liable to Supplier by virtue of such termination. In the event of termination, any obligation entered into prior to termination, shall be performed under the terms and conditions of this Agreement.

ARTICLE 12: INTELLECTUAL PROPERTY AND CONFIDENTIALITY

All information and equipment including in particular specifications, plans, drawings, formulae, documents, tools, moulds, provided or created with a view to producing the Goods ordered by AW (the “Information”), are AW’s exclusive and sole property and shall be returned free of expenses on AW first demand. The Supplier undertakes to treat as confidential all such information provided by AW and/or linked to business with AW and to take all appropriate measure to prevent disclosure to any third parties.. All such Information shall not be used by the Supplier for other clients goods manufacturing or needs. Price for the Goods includes assignment of all intellectual property rights that may be generated by the execution of the order, and recognises that the price paid for the Good includes consideration for the transfer of intellectual property right.

ARTICLE 13: MISCELLANEOUS

(I) This Agreement shall be governed by and construed in accordance with the applicable laws of the country of AW’s registered offices or with the Swiss laws, if the Supplier has its registered office in another country, under exclusion of conflicts of law rules and the United Nations Convention on International Sale of Goods. (II) Failing amicable settlement between the Parties, all dispute arising out or in connection with this Agreement, its interpretation, its execution, its termination, shall be settled (a) by the competent courts of AW’s registered office, (b) by the competent court of the registered office of the Supplier to which the purchase order has been passed, and (c) to the competent court of Geneva (Switzerland). (III) The Supplier shall perform its obligations hereunder as an independent contractor and nothing contained in this Agreement is intended to create a partnership, joint venture or employment relationship between the parties. Supplier shall not subcontract, transfer, pledge or assign any of its rights or obligations under this Agreement without the prior written consent of AW. (IV) If any term of the present conditions is held to be void, unlawful or unenforceable, the remaining terms shall remain valid and the affected term(s) shall be substituted validly in such a manner as to achieve its (their) original purposes. (V) Neither the failure nor the delay of AW to enforce any provision of this Agreement shall constitute a waiver of its rights mentioned therein. No waiver, consent or modification shall be binding upon the parties unless made in writing and signed by both parties. (VI) The rights and remedies reserved to AW are cumulative and in addition to any other or future rights and remedies available under this Agreement, at law or in equity. (VII) If necessary within the framework of the implementation of AW Sustainable Development program, the Supplier undertakes to cooperate with AW, this being a commitment of the essence. (VIII) Provided a reasonable prior notice, the Supplier agrees any audits from AW and shall answer to any request for evaluation with respect to the commitments of this Agreement.


These general conditions of purchase have been drafted in French and translated into English. However only the French version shall prevail.