Terms of purchase

By accepting any order from MEANWHILE, the supplier accepts, without reservation, by the same token, these General Conditions of Purchase.

He waives the right to rely on any document (invoice or other Supplier document) contradicting any of the clauses of these Conditions, except with the express agreement of MEANWHILE.

The fact that MEANWHILE does not require the application of one or more provisions hereof shall in no case constitute a waiver to assert its right.

Order : paper or electronic document by which MEANWHILE orders the supply from the Supplier.

Contract: sales contract by which the Supplier undertakes to sell the Supply(s) to MEANWHILE.

Supplies: products, raw materials, packaging or services ordered by MEANWHILE from the Supplier.

Parties: MEANWHILE and the Supplier.

Site: the establishment of MEANWHILE or of a third party concerned by the delivery of the Supplies and mentioned in the Order.

Any Order must be in writing (as well as any modification concerning it) and gives rise to the issuance of a purchase order. The Supplier cannot under any circumstances rely on a tacit agreement on the part of MEANWHILE. Only documents signed by an authorized person with company stamp, and making reference to these General Conditions, are binding on MEANWHILE.

An Order will only become final when MEANWHILE has received in return (within a maximum of 7 working days) the acknowledgment of receipt of the order, without any modification or deletion, dated and bearing the Supplier’s commercial stamp. If the acknowledgment of receipt is not received within the period indicated above, then the Order will be considered accepted by MEANWHILE.

As long as the Supplier has not confirmed the order, MEANWHILE is entitled to modify or cancel it. MEANWHILE must then be informed as soon as possible of any
change in price or schedule resulting from the modifications requested.

The Order accepted by the Supplier constitutes a firm and definitive commitment on its part and implies its adherence to these General Conditions of Purchase unless they have been the subject of written reservations formally accepted by MEANWHILE.

Unless otherwise agreed, the price of the order is always stipulated firm and definitive. Any packaging instruction or delivery must, in order to be accepted by MEANWHILE, be indicated on the Supplier’s delivery slips. No additional costs, expenses or fees of any kind will be applied, unless expressly agreed between , the Parties.

Orders do not give rise to any systematic payment of advances (neither installments nor deposits), unless expressly stipulated in the order or in the special conditions.

4.1 Deadlines

The delivery date is imperative and applies to any Supply returned to the place of delivery indicated on the Order.

The Supplier must immediately inform MEANWHILE of any delay, for whatever reason, occurring during the execution of the Order, in writing, specifying its probable duration and its consequences on delivery times.

This deadline constituting a strict deadline and an essential and determining condition of MEANWHILE’s consent, the Supplier shall be fully responsible for any delay
in delivery, and will therefore bear all the harmful consequences, direct or indirect, without prejudice to the right for MEANWHILE to cancel the Order in question, without this resolution having to be pronounced in court, or to contact whomever it sees fit, if the failure continues for more than one month, to obtain the Supplies subject to the relevant Order. In the latter case, the additional cost, as well as the costs incurred by this new purchase, will be borne by the defaulting Supplier.

In case of delay on one of the contractual deadlines stated in the Order, MEANWHILE is entitled to demand at its convenience by Registered Letter with Acknowledgment of Receipt, to invoice penalties equal to 1% (one percent) per working day delay of the total value excluding tax of the order, within the limit of 30 working days.

These sums are due without formal notice being necessary and will be paid in the form of a refundable credit note.

4.2 Packaging

Any specific packaging instructions must, in order to be accepted by MEANWHILE, be indicated on the Supplier’s delivery slips.

Invoicing for packaging will only be accepted if expressly provided for in the Order.

The Supplier is responsible for packaging the Supplies for shipment, which must constitute effective and adequate protection to preserve the integrity
of the quality of the said Supplies up to the place of delivery.

4.3 Shipping

Unless otherwise indicated in the Order, shipments are made free of all costs to the designated Site.

Deliveries must be made to the address indicated on the order. The goods must be provided with labels bearing the order number of MEANWHILE, the name of the Supplier and the designation of the articles.

All shipments must give rise to a delivery note which will accompany the Supply and will specify:

• the order number,
• the shipping method,
• the destination Site,
• the description of the goods shipped, their size and mass,
• the quantity in order unit for each product or item.

All invoices will be drawn up in one copy for each Order and must include all the information provided for in Article L. 441-3 of the Commercial Code as well as the number of this Order.

The payment of invoices takes place, unless otherwise stipulated, 30 days from the end of the month upon receipt of the goods or the performance of the services, by bank transfer.

The Supplier expressly authorizes MEANWHILE to operate the compensation between the sums due by MEANWHILE and those due by the Supplier, for any reason whatsoever.

In the event that penalties could be applied by the Supplier for late payment, these will be limited to an amount equivalent to that which would result from
the application of a rate equal to three times the legal interest rate.

At MEANWHILE’s request, the Supplier undertakes to be able to prove that it has civil liability insurance covering in particular the liabilities it incurs as a result of the performance of this contract for all material, bodily or immaterial damage.

For this purpose, he will provide MEANWHILE, duly completed and signed by his insurer, with the civil and professional insurance certificates at the first request of the latter. The
issuance of the aforementioned insurance certificates does not in any way constitute on the part of MEANWHILE any acknowledgment of the Supplier’s limitation of liability with respect to it.

The Supplier undertakes, at MEANWHILE’s request, to communicate to it all the elements enabling it to identify the origin, place and date of manufacture of the Supply
or of the elements making up the Supply, the quality controls carried out, the numbers serial or lot.

The Supplier undertakes to fully comply with the obligations which will be stipulated in the specifications, the specifications of the product or the packaging(s) covered by the Order. The subcontracting of all or part of the Order must have received the prior written approval of MEANWHILE. The Supplier undertakes in particular to ensure compliance with these General Conditions by its approved subcontractors.

Similarly, it may not modify its manufacturing process and/or its production site without the prior agreement of MEANWHILE.

In the event of non-compliance with the contractual specifications noted after receipt, the Supplier undertakes to take back the Supply at its own expense, risk and peril, without being able to claim any compensation or indemnity from MEANWHILE. MEANWHILE reserves a period of 15 working days after delivery to proceed with any complaints.

The Supplier warrants that the products or packaging delivered are free from any defect or contamination of any kind whatsoever. This in no way excludes liability for hidden defects, which remain the responsibility of the Supplier (articles 1641 and following of the Civil Code). The Supplier undertakes to meet the legal and regulatory obligations in force concerning the packaging and labeling of the materials or packaging delivered under the Order. He will inform MEANWHILE of the special storage conditions necessary for their proper conservation.

The Supplier guarantees that the Supply complies with the description, specifications or samples mentioned in the contractual documents. The conformity of the Supplies delivered also covers the quantities requested, as well as respect for the origin of the products as defined in the specifications and/or the order form and which may therefore be subject to reservations and give rise to the application of the above provisions.

Independently of the special conditions specified in the Order, the Supplier must, within the framework of the guarantee that it grants to its Supply and in the event of its failure or defect, ensure its replacement or make it fit for use for which it is intended at no cost to MEANWHILE, and with the prior written consent of the latter. In the absence of replacement or repair within 5 working days of MEANWHILE’s request, the latter may replace the Supplier by carrying out the necessary operations with a third party of its choice. In all cases, the Supplier shall bear all replacement or repair costs and in particular travel, labor and transport costs.

The Parties cannot be considered responsible or have failed in their contractual obligations, when the failure to perform the respective obligations is due to force majeure; the execution of the Order between the Parties is suspended until the extinction of the causes having generated the force majeure. Force majeure takes into account irresistible facts or circumstances, external to the Parties, unforeseeable and beyond the control of the Parties, despite all reasonably possible efforts to prevent them. The party affected by the force majeure will notify the other within five (5) working days following the date on which it becomes aware of it. The two Parties will then agree on the conditions under which the execution of the Order will be continued. If force majeure has the effect of delaying the execution of the contract for more than thirty calendar days, MEANWHILE may terminate the contract by sending a registered letter with acknowledgment of receipt.

Furthermore, MEANWHILE reserves the right to terminate or reduce the Order, in the event that the Supplier refuses or is unable to fulfill its technical obligations
or commercial in accordance with the terms of said Order.

In terms of patents or licenses, the rights to which the raw materials and packaging used may give rise are the sole responsibility of the Supplier.

The Supplier guarantees that the use of the Supplies, objects of the order, do not infringe the rights of third parties and that no dispute is pending regarding the use thereof.

The Supplier will be responsible for all infringement or other actions that may be brought in relation to the Supplies delivered. If necessary, he will reimburse the sums that will be exposed to oppose the actions directed against MEANWHILE.

In general, the Supplier is required to respect the obligation of “Professional Secrecy” and is therefore prohibited from communicating to anyone, without
the prior written consent of MEANWHILE, all or part of the information and technical information and commercial records recorded during the execution of the order and relating
to the activity of MEANWHILE.

Unless otherwise stipulated in the special conditions of an order, the transfer of ownership takes place upon recognized good and complete receipt of the Supplies.

MEANWHILE rejects any retention of title clause that it has not expressly accepted in writing beforehand.

All disputes relating to the execution or interpretation of our orders fall within the jurisdiction of the Courts located in Lyon, where MEANWHILE’s head office is located. The
general conditions of purchase and the Orders under which they are placed are governed by French law.