GENERAL PURCHASING CONDITIONS
ARTICLE 1 – PREAMBLE: This services, products, packaging or raw materials
order (hereafter the “Products”) made by Virbac or any of its affiliate to a
supplier (hereafter the “Supplier”) constitutes a purchase contract and
implies strict compliance with these general purchasing conditions which
take precedence over all express or implied general sales conditions. In the
case of a specific contract signed with a Supplier, these general purchasing
conditions are not applicable.
ARTICLE 2 – ORDERS: Orders made by Virbac, specify the type, quantity,
quality, price and time limits for delivery and payment of the Products.
An order is deemed accepted where it is not the subject of reservations by
the Supplier within 48 working hours following its receipt.
ARTICLE 3 – MANUFACTURE: Products shall comply with legislation and
regulations in force and comply with possible specifications mentioned in
the order, the estimate, specifications or supplier catalogue.
The Supplier undertakes to notify VIRBAC of any changes in its
specifications, Product manufacturing procedures and/or sources of supply,
giving minimum notice of six (6) months.
VIRBAC reserves the right to audit the Supplier and/or the Product
manufacturer giving minimum notice of eight (8) days.
ARTICLE 4 - PACKAGING: Product packaging shall comply with the type of
Product, legislation in force and possible specifications contained in the
order, specifications, estimates or Supplier catalogue. The quality of
packaging shall be appropriate to the content.
Labelling shall be on the main body of the packaging. It shall be legible.
ARTICLE 5 – DELIVERY AND TRANSPORT:
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Transport liability and cost
Product transport liability and costs and related insurance are to be in
compliance with the Incoterm contained in the order.
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Transport Procedures
The Products shall be transported and stored in compliance with Virbac
instructions, with European legislation and under appropriate conditions
according to the type of Product and in compliance with safety standards in
force and in particular ADR regulations. Labelling, documents and safety
data sheets shall be up-to-date.
The Supplier is to draw up a delivery note containing all of the necessary
information for identifying the Products (order number, type, quantity, the
name of the transporters etc).
All deliveries shall be accompanied by a delivery note containing, where
applicable, the order number, the tare weight of the packages, Product
names, Supplier codes, batch numbers, gross weight, net quantity delivered
by batch, the possible quantity outstanding for delivery. In the event of
delivery on behalf of VIRBAC, to a different address from that of VIRBAC,
the Supplier is to send to VIRBAC a delivery note duly initialled by the
recipient.
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Transport Packaging
Packaging used for delivery of the Products shall be in compliance with
legislation in force in Europe, be appropriate to the methods and conditions
of transport and to safety standards in force.
As appropriate, Products are to be delivered on a heavy EUROPALLETS,
being: 800 x 1200 mm-loaded vertically, stable, not overloaded and shall
be film wrapped. The maximum height of pallets shall not exceed 1600 mm.
Product stocking and safeguarding conditions requiring special conditions
shall be clearly shown on the packaging. A pallet label shall give details of
the pallet content.
Where transport is payable by the Supplier, the Supplier shall ensure that
the transporter has the necessary equipment in the event of a Product
slippage accident.
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Acceptance of Products
Products are receivable on working days, during site opening hours for
delivery or, as appropriate, by appointment.
Non-compliance by the Supplier with its obligations as specified in the order
and these general purchasing conditions may result in a refusal to accept
the Products.
Where Products which are damaged in transport or on discharge where the
latter is the responsibility of the Supplier, Virbac will notify refusal of the
Products to the Supplier within the time limits provided for by legislation in
force.
ARTICLE 6 – PROVIDING EQUIPMENT AND TOOLS: This relates to specific
equipment and tools (prototypes, moulds, templates, gauges etc) (hereafter
known collectively as the “Tools”) made available to the Supplier by Virbac
or developed either Supplier in the context of executing the order.
The Tools are to remain the exclusive property of Virbac.
The custody, safeguarding and maintenance of the Tools are carried out by
the Supplier as custodian of the Tools at its own cost and liability.
The Tools shall be easily identifiable and may not be used other than in the
context of executing the order.
In no case may the Supplier change or alter the Tools in the absence of
prior written agreement by Virbac.
The Tools will be handed back to Virbac within eight (8) days upon request
by Virbac.
Article 7 – LATE DELIVERY PENALTIES: In the event of late delivery compared
to the delivery date specified in the order as accepted by the Supplier,
VIRBAC is in a position to apply late execution penalties of ten percent
(10%) of the total order per week of lateness without exceeding a ceiling of
fifty percent (50%) of the total order.
In the event of late delivery of more than two (2) weeks, VIRBAC reserves
the right to immediately cancel the order outstanding for delivery, by
working of the law and without legal formality.
ARTICLE 8 - TRANSFER OF PROPERTY AND RISK: The transfer of risk will be in
compliance with the Incoterm mentioned in the order.
The transfer of property in the Products and their custody occurs on Virbac
taking possession of the Products at the place specified by VIRBAC in the
Incoterms.
No clause for Supplier reservation of title it is to be applicable without
express written agreement by VIRBAC.
ARTICLE 9 – DOCUMENTATION: On the basis of the type of Product, all or
some of the following documents may be required by Virbac on each
delivery.
■ A compliance certificate: VIRBAC may require, before each Product
dispatch, a Product compliance certificate.
■ Safety data sheet: The Supplier alone is responsible for drawing up and
sending a safety data sheet where applicable, which is up-to-date, in French
and the English on each Product delivery. As appropriate, the Supplier
undertakes to comply with EC regulation n° 1907/2006 (REACH), in
particular relating to drawing up and sending Safety Data Sheets.
■ Analysis reports: all analysis reports shall be original, that is to say, from
the manufacturer and include the place of manufacture, the name of the
material, the batch number, the date of manufacture, the expiry date and
the results of analyses for each Product specification.
Generally, the Supplier undertakes to send to Virbac the technical
documents, user manuals, maintenance manuals, certificates of origin,
warranties and appropriate documents and/or enabling it to adapt Products
and/or required by legislation in force in Europe as well as all of the
documents required in possible specifications, without additional cost.
ARTICLE 10 – WARRANTIES: In the event that certain Products are defective
or non-compliant with the order, VIRBAC will notify the Supplier of the
defect or non-compliance in writing as quickly as possible after delivery of
the Products for patent defects or after discovering the defect for latent
defects, subject to consequences and effects then as yet unknown or
quantifiable.
The Supplier undertakes to immediately take back defective or noncompliant Products and to replace them at its own cost within a time limit
agreed between the Supplier and Virbac.
ARTICLE 11 – PRICES, INVOICING AND PAYMENT:
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Prices
The prices shown in the order are firm and not for review. These prices
include all of the costs borne by the Supplier with a view to complying with
its obligations mentioned in the order and the price of transfer of intellectual
property rights as defined in clause 14.
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Invoicing
One (1) copy of the invoice is to be sent to the invoicing address shown in
the order.
Invoices shall contain the following information:
● Order number
●Product unit price excluding VAT
●VIRBAC Product reference number
●The Suppliers full bank references
●The Product name using VIRBAC
●VAT number
nomenclature
●Net quantity delivered
●SIREN/SIRET Company registration
number:
●N° and date of the delivery note
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Payment procedures
Payment is to be made within sixty (60) days from the date of issuing the
invoice in the absence of an agreement to the contrary between the
Supplier and Virbac. The penalties in case of late payment cannot exceed
three (3) times the legal interests’ rates and the collection fees cannot
exceed forty Euros (40€). In the event of non-compliance or defects in the
Products, VIRBAC reserves the right to delay payment of corresponding
invoices until settlement of the dispute in compliance with clause 10. The
Supplier undertakes to supply a credit note and to issue a new invoice for
Products replaced.
ARTICLE 12 – TERMINATION: In the event of Supplier liquidation of assets or
the legal appointment of an Administrator or the occurrence of an event of
force majeure as defined by law and established precedent, VIRBAC
reserves the right to immediately cancel, without legal formality, the
Product order which has not yet been delivered in any way that it chooses
without it giving rights to compensation to the Supplier.
ARTICLE 13 – ASSIGNMENT AND SUB-CONTRACT: The Supplier may not at any
event assign or subcontract execution of the order, in the absence of prior
authorisation by Virbac.
At all events, the Supplier alone remains liable for proper execution of the
order.
ARTICLE 14 – INTELLECTUAL PROPERTY: Each party is to remain the owner of
the elements of intellectual property, in particular know-how, manufacturing
processes, patents and software, brands, logos, designs and prototypes,
plans, diagrams and specifications on whatever medium, that they held
prior to the first order given from Virbac to the Supplier for the Product
and/ or independently developed by one of the parties.
Designs, prototypes, technical specifications, plans, diagrams and logos
supplied by Virbac to the Supplier in the context of the Product order
remain the exclusive property of VIRBAC.
The Supplier assigns to Virbac all intellectual property rights relating in
particular to Tools, prototypes, designs, models, plans, diagrams,
specifications and other prototypes, carried out by the Supplier on behalf of
Virbac (hereafter known as the “Creations”) In particular Virbac acquires
rights to representation, reproduction and adaptation of the Creations
wholly or in part on any existing or future medium, for the legal term for
protection of intellectual property rights throughout the world. The Supplier
will carry out all necessary formalities to carry out this assignment upon
request.
VIRBAC is free to file title to intellectual property on the Creations under its
own name or under the name of one of its subsidiaries and is free to exploit
the Creations directly or indirectly throughout the world.
The Supplier guarantees to VIRBAC that it holds all of the intellectual
property rights relating to the Creations. It guarantees that the Creations
do not infringe intellectual property rights and that this assignment does not
breach third-party rights. The Supplier guarantees generally to VIRBAC that
nothing stands in the way of free exploitation of the Creations by VIRBAC.
Consequently, the Supplier guarantees VIRBAC against any action, claim or
opposition by third parties claiming intellectual property rights over the
Creations or any other fair competition and/or parasitic competition.
ARTICLE 15 – CONFIDENTIALITY: “Confidential information” means
information exchanged by the Supplier and Virbac in the context of an order
and in particular all documents, data, information and media, whether
technical, commercial or financial relating to the execution of an order
whatever their nature or method of transfer.
Virbac and the Supplier undertake only to disclose the said Confidential
Information to members of its staff needing it to execute an order. Each
party undertakes both for itself and for its staff whether they are employees
or not to take all appropriate and reasonable precautions to avoid disclosure
of the Confidential Information.
The provisions of this clause to not apply to Confidential Information:
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which is in the public domain at the date of their sending or
arriving later without this being due to the recipients;
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which is sent to one of the parties by a third party who held it
legitimately without an obligation to non-disclosure
ARTICLE 16 – LIABILITY: The Supplier alone is liable for all personal injuries,
whether material or non-material, direct or indirect that it causes to third
parties or to VIRBAC in the context of the order.
The Supplier alone will bear the financial consequences of damages of any
sort attributable to it or to that of persons for whom it is responsible or for
property which is in its custody. Consequently the Supplier waives the
exercise against VIRBAC or its agents of any claim or action for injury
mentioned above and undertakes to guarantee them against all recourse
which may be exercised against them under this heading.
The Supplier accepts to compensate VIRBAC for all liabilities occurring or
resulting from its negligence or non-compliance with the provisions of these
general purchasing conditions and/or possible specifications contained in
specifications, estimates or the Supplier catalogue.
ARTICLE 17 – INSURANCE: The Supplier undertakes to take out with a
reputable company, an insurance policy covering financial consequences of
its liability under these general purchasing conditions.
ARTICLE 18 – SAFETY AND ENVIRONMENT: When working on or delivering to
the Virbac site, the Supplier will take away all waste materials, packaging,
delivery support and materials appearing in the context of the delivery or
the work.
The Supplier undertakes to supply to VIRBAC prior to any delivery all advice
and information necessary relating to the Products and to inform VIRBAC of
the standards, risks, classification of risks and regulations concerning the
Products. The Supplier undertakes to comply with and have its staff,
whether employees or not and possible subcontractors, comply with the
Virbac safety instructions in the event of working at or delivering to the
Virbac site.
ARTICLE 19 – UNDECLARED WORK: The Supplier declares that it only employs
workers covered by a Social Security scheme and declares that it is in
compliance with legislation in this matter and will supply proof on request.
ARTICLE 20 – ABSENCE OF WAIVER: No tolerance or inaction by VIRBAC may
be interpreted as a waiver of its rights under the terms and conditions of
these general purchasing conditions.
ARTICLE 21 –SEVERABILITY: In the event that any provision of the general
purchasing conditions shall be held invalid or unenforceable by a court of
competent jurisdiction or by any future legislative or administrative action,
such holding or action shall not negate the validity or enforceability of any
other provisions hereof.
ARTICLE 22 – APPLICABLE LAW AND ATTRIBUTION OF JURISDICTION: The parties
expressly attribute jurisdiction to the Paris Commercial Court. Applicable
law is French law.