General conditions of purchase

FINAL CUSTOMER: Customer who buys a product, a work and/or a service. In the case of a WORK CONTRACT, it is the Owner (“MOU”)
ORDER or CPA Purchase Order: Document issued by CLESTRA and addressed to SUPPLIER/SERVICER, relating to the purchase and/or rental of a PRODUCT/SERVICE and including, in particular, the description of the PRODUCT/SERVICE ordered, which shall refer to the relevant work contract, if any, the time limits, the price, and the reference to these GTC.
PARTIES: CLESTRA and/or the SUPPLIER
SERVICE : Service subject of the order
PRODUCT : Supply subject of the order
SUPPLIER / SERVICE SUPPLIER: Company designated in the order in charge of supplying the materials, services, equipment and the means of their implementation.
WORK CONTRACT: A contract for the design, execution, and completion of WORKS in accordance with the requirements set forth by CLESTRA, as well as any ADDITIONAL OR CHANGED OR CHANGED OR CHANGED OR CHANGED WORKS.
SUBCONTRACTING: Operation by which CLESTRA entrusts by a subcontract, and under its responsibility, to a company called SUBCONTRACTOR, all or part of the execution of a works contract concluded with the END-USER.
ACCEPTANCE VERBAL: Document signed by the different parties, definitively confirming the completion of the work, with or without reservations. The acceptance transfers the property of the work to the FINAL CUSTOMER and is the starting point of the ten-year, biennial and perfect completion guarantees.
PERSONAL DATA: Data as defined by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“RGPD”), i.e. any data that can identify a natural person.
GDPR: General Regulation on the Protection of Personal Data, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

The relationship between the PARTIES concerning the purchase of SERVICES and/or PRODUCTS shall be governed by the contractual documents designated in the PCAs as the ORDER
By default, specific documents take precedence over general documents

The contractual documents that constitute the WORK CONTRACT are defined in the CPA
By default or if not specified, the contractual documents are as follows

1. CPAs or the ORDER
2. These GTCs.
3. NFP 03-001 dated October 20, 2017 for all materials not addressed by the CGA.
4. The regulatory technical documents in force such as the D.T.U., the N.F. standards or the technical notices that the SUPPLIER/COMPLIANT expressly declares to be aware of and which are not attached to the WORKS CONTRACT.
5. All legislative and administrative texts (laws, ordinances, regulations, circulars, decrees, etc.) at the national, departmental and municipal levels: the applicable documents are those in force on the 1st of the month in which the prices are established, with the exception of regulations applicable as soon as they are published.

SUPPLIER/SERVICER, as a professional in its field, undertakes to provide CLESTRA with the recommendations and warnings necessary or useful for the quality and safety of the PRODUCTS/SERVICES, as well as with the information that is crucial to CLESTRA’s consent, both with regard to the PRODUCT/SERVICE and to its destination.
In the event that the PRODUCTS/SERVICES are produced on the basis of principle drawings drawn up by CLESTRA or on CLESTRA’s specifications, SUPPLIER/SERVICE SUPPLIER shall fulfill its obligation to provide advice, which is a determining factor in the assignment given by CLESTRA. To this end, it approves the materials provided or recommends those it considers appropriate for the work entrusted to it.
The SUPPLIER/SUPPLIER shall promptly report any errors or omissions he may find in the plans, drawings, specifications and quantities, and any difficulties he may legitimately foresee.
During the execution of the WORK ORDER/PROGRAM, the SUPPLIER/SUPPLIER shall draw CLESTRA’s attention to any defects or faults that may result from orders received for its own work or that of other trades; the SUPPLIER/SUPPLIER shall take them into account in its PRODUCT/SERVICE, and shall not be entitled to claim any price increase as a result. In the event of ambiguity, SUPPLIER/SUPPLIER shall request the necessary clarifications from CLESTRA.
The SUPPLIER/COMPLIANT assumes full responsibility for the choice of execution techniques, within the framework of the regulations, norms, codes and standards in force at the time of acceptance of the work.
The PRODUCTS/SERVICES shall meet the highest quality and state of the art requirements and be fit for the purpose for which they are intended. SUPPLIER warrants that each component of the PRODUCTS is new. The same guarantee extends to the condition of material deemed new taken from stock.
This obligation goes beyond mere information, it is the obligation to warn CLESTRA against certain risks inherent to the use of the PRODUCT or the expected performance, and this within a reasonable timeframe with regard to the impact and the project schedule. CLESTRA expects active participation from the SUPPLIER/RESELLER, who must encourage, advocate and recommend suitable solutions, which implies full knowledge of CLESTRA’s needs, which he acknowledges and accepts.

For the performance of the SERVICES/WORKS and delivery of PRODUCTS, the SUPPLIER is under an obligation of result.
He declares that he is fully aware of and accepts without exception or reservation all the conditions and obligations defined in the ORDER.

All purchases are subject to an ORDER. Under no circumstances may anyone rely on the tacit agreement of CLESTRA. Only documents signed by an authorized representative of CLESTRA and bearing a commercial stamp and referring to these GTCs are binding on CLESTRA.

• the designation of the PRODUCT and/or the SERVICE
• the price
• the quantity
• delivery time
• the start and end dates of the SERVICE / the execution of the WORK CONTRACT
• the method of payment

Any modification of the ORDER shall be subject to a prior amendment signed by both PARTIES.
SUPPLIER/SUPPLIER shall acknowledge receipt of the ORDER within 48 hours of its notification by CLESTRA, by returning a copy of the ORDER and other attached contractual documents initialled, dated and signed by a duly authorized representative.
If the SUPPLIER/SUPPLIER fails to acknowledge receipt of the ORDER within the aforementioned 48-hour period, the ORDER shall be deemed to have been accepted by the SUPPLIER/SUPPLIER in its entirety.
The SUPPLIER/SUPPLIER undertakes to perform its obligations with all the care and diligence necessary for the proper completion of the ORDER under the conditions and within the time limits specified therein. The SUPPLIER/SERVICER shall be solely responsible for the proper execution of the ORDER for which he is responsible, and shall bear all risks and costs resulting from the total or partial non-execution of the ORDER.
SUPPLIER/SUPPLIER acknowledges the contractual value of the transmission of ORDERS and contractual documents as defined above by electronic means. Silence on any e-mail sent and kept for 48 hours from the date of issue is considered as acceptance.

Supplier/Supplier shall acknowledge receipt of the WORK CONTRACT within 10 calendar days of receipt of said contract by returning a copy of the WORK CONTRACT initialed, dated and signed by a duly authorized representative.
In the absence of such return, the SUPPLIER/SUPPLIER shall be deemed to have definitively refused the WORK CONTRACT.

Supplier/Supplier shall acknowledge receipt of the WORK CONTRACT within 10 calendar days of receipt of said contract by returning a copy of the WORK CONTRACT initialed, dated and signed by a duly authorized representative.
In the absence of such return, the SUPPLIER/SUPPLIER shall be deemed to have definitively refused the WORK CONTRACT.

The deadlines agreed between the PARTIES are imperative and their respect constitutes for CLESTRA an essential element without which it would not have contracted.
The obligation to comply with the contractual deadlines applies to the delivery and acceptance dates, but also to the intermediate dates as defined in the ORDER or the WORK CONTRACT.
The delivery of the PRODUCTS and/or the execution of the WORKS shall be completed within the overall time frame specified in the schedule.
The main deadlines for the execution period will be:

• delivery and/or start of work,
• assembly and/or realization on site,
• testing and verification of performance,
• starting up

The schedule is established including bad weather unless otherwise stipulated in the ORDER.
SUPPLIER/SUPPLIER shall immediately inform CLESTRA in writing of any foreseeable delay in meeting the contractual deadlines, and of the measures taken to remedy such delay, with SUPPLIER/SUPPLIER assuming any additional expense resulting from such delay.
In the event of failure to comply with the contractual deadlines, CLESTRA reserves the right to apply late payment penalties to SUPPLIER/SUPPLIER in accordance with the article LATE PAYMENT PENALTIES.
CLESTRA reserves the right to refuse any early or partial delivery or performance. In such cases, CLESTRA reserves the right to either (i) to accept the PRODUCT, either (ii) to hold the PRODUCT at SUPPLIER’s disposal at SUPPLIER’s risk, either (iii) to return the PRODUCT to SUPPLIER at SUPPLIER’s expense and risk.

All deliveries must be accompanied by a delivery slip affixed to the outside of the package, with a copy of the slip inside the package, including the following information:

• Delivery note identification number
• ORDER number
• PRODUCT reference ;
• PRODUCT designation as mentioned in the ORDER ;
• Quantity delivered and, if applicable, serial number and individual number of the PRODUCTS;
• If applicable, number of packages;
• If applicable, customs documents and transport documents in accordance with the regulations in force, as well as any other document required for customs clearance operations in the context of imports;
• Handling/storage recommendations.

For all deliveries of hazardous PRODUCTS, the safety data sheet must be provided in accordance with national regulations.
For all deliveries of chemical PRODUCTS, a chemical product certification form must be completed.
Should SUPPLIER fail to comply with any of the foregoing obligations, CLESTRA shall be entitled to cancel the ORDER and refuse to accept delivery at no additional cost, and shall reserve the right to claim damages. In this case, the price will not be due and the deposits received must be reimbursed to CLESTRA as soon as possible.
CLESTRA reserves the right to refuse and to return or make available at SUPPLIER’s expense and risk any PRODUCT that has not been the subject of an ORDER or a modification accepted by CLESTRA.
Unless otherwise specified in the ORDER, delivery of the PRODUCT shall be made by the SUPPLIER and/or its carrier, in accordance with the INCOTERMS ® 2020 of ICC “delivery address”.
The PRODUCTS are delivered, packaged in suitable conditions and under the responsibility of the SUPPLIER, who shall assume, unless otherwise agreed, the risks of breakage, loss and damage. Any PRODUCT damaged upon delivery shall be returned to the SUPPLIER, and transportation, repair, assembly, and testing, if any, shall be at the SUPPLIER’s expense.
If the shipment is made by road, SUPPLIER shall require its carrier to notify the relevant CLESTRA manager by telephone of its arrival. If this obligation is not fulfilled or if the carrier arrives at the unloading site outside the opening hours, CLESTRA declines all responsibility for the truck’s downtime.
In the event of delivery to a construction site, CLESTRA shall in no event be liable for delays due to the time the vehicles are immobilized for unloading in accordance with the conditions of execution of the ORDER.
In the event of shortages or damage during transport, the SUPPLIER undertakes to replace in kind the missing or damaged parts as soon as possible.
Under no circumstances will CLESTRA accept monetary compensation.
Delivery” means the date of receipt of the PRODUCT at CLESTRA’s premises or at any other location specified by CLESTRA in
the ORDER and not the provision or dispatch by the SUPPLIER.
The delivery or provision of the documentation as well as the documents required by the applicable regulations and standards is an integral part of the PRODUCT.

All deliveries must be accompanied by a delivery slip affixed to the outside of the package, with a copy of the slip inside the package, including the following information:

• Delivery note identification number
• ORDER number
• PRODUCT reference ;
• PRODUCT designation as mentioned in the ORDER ;
• Quantity delivered and, if applicable, serial number and individual number of the PRODUCTS;
• If applicable, number of packages;
• If applicable, customs documents and transport documents in accordance with the regulations in force, as well as any other document required for customs clearance operations in the context of imports;
• Handling/storage recommendations.

For all deliveries of hazardous PRODUCTS, the safety data sheet must be provided in accordance with national regulations.
For all deliveries of chemical PRODUCTS, a chemical product certification form must be completed.
Should SUPPLIER fail to comply with any of the foregoing obligations, CLESTRA shall be entitled to cancel the ORDER and refuse to accept delivery at no additional cost, and shall reserve the right to claim damages. In this case, the price will not be due and the deposits received must be reimbursed to CLESTRA as soon as possible.
CLESTRA reserves the right to refuse and to return or make available at SUPPLIER’s expense and risk any PRODUCT that has not been the subject of an ORDER or a modification accepted by CLESTRA.
Unless otherwise specified in the ORDER, delivery of the PRODUCT shall be made by the SUPPLIER and/or its carrier, in accordance with the INCOTERMS ® 2020 of ICC “delivery address”.
The PRODUCTS are delivered, packaged in suitable conditions and under the responsibility of the SUPPLIER, who shall assume, unless otherwise agreed, the risks of breakage, loss and damage. Any PRODUCT damaged upon delivery shall be returned to the SUPPLIER, and transportation, repair, assembly, and testing, if any, shall be at the SUPPLIER’s expense.
If the shipment is made by road, SUPPLIER shall require its carrier to notify the relevant CLESTRA manager by telephone of its arrival. If this obligation is not fulfilled or if the carrier arrives at the unloading site outside the opening hours, CLESTRA declines all responsibility for the truck’s downtime.
In the event of delivery to a construction site, CLESTRA shall in no event be liable for delays due to the time the vehicles are immobilized for unloading in accordance with the conditions of execution of the ORDER.
In the event of shortages or damage during transport, the SUPPLIER undertakes to replace in kind the missing or damaged parts as soon as possible.
Under no circumstances will CLESTRA accept monetary compensation.
Delivery” means the date of receipt of the PRODUCT at CLESTRA’s premises or at any other location specified by CLESTRA in
the ORDER and not the provision or dispatch by the SUPPLIER.
The delivery or provision of the documentation as well as the documents required by the applicable regulations and standards is an integral part of the PRODUCT.

Acceptance of the WORK takes place upon completion of the WORK CONTRACT relating to the execution of the ORDER in accordance with the provisions of Article 1792-6 of the Civil Code or the CPA.

The END-USER will be able to participate, conduct, and even validate the acceptance procedure. In this case, acceptance by CLESTRA will be given to SUPPLIER subject to acceptance by the END-USER.
When the RECEIPT RECORD mentions reservations due to omissions or imperfections, it indicates the shortcomings or defects to be remedied.
The SERVICE SUPPLIER shall have a fixed period of time, unless otherwise agreed, of 10 working days maximum from the RECEPTION PROCEEDINGS to carry out the corrections and completions requested.
After this period, CLESTRA may, after 48 hours of formal notice, have them carried out by a third party at the defaulting SERVICE SUPPLIER’s expense and risk.

For WORK CONTRACTS that must meet minimum performance requirements, a clear period of thirty (30) calendar days shall be observed between the end of the tests and the date of acceptance.

The delivery or provision of the documentation as well as the documents required by the applicable regulations and standards is an integral part of the SERVICE.

The PRODUCTS/SERVICES delivered and WORK performed on behalf of CLESTRA are subject to its control. In this regard, upon receipt, the quality and characteristics of the PRODUCTS/SERVICES may be checked or tested by CLESTRA to verify compliance of the PRODUCTS/SERVICES/WORKS with the ORDER.

In the event of a PRODUCT that does not comply with the contractual documents, CLESTRA shall inform SUPPLIER so that SUPPLIER may check the non-conformity within ten (10) working days of CLESTRA’s notification. If SUPPLIER fails to check for such non-conformity within this period or to contest it, CLESTRA reserves the right, at its discretion, to:

• To accept the PRODUCT as is, in consideration of a mutually agreed price reduction;
• To accept it after corrective action at SUPPLIER’s expense, carried out either by SUPPLIER itself or by CLESTRA or a third party appointed by it;
• To reject it by making it available to the SUPPLIER for collection by the latter at its own expense and risk within fifteen (15) calendar days from the date of notification of the non-conformity by CLESTRA ;
• To reject it and return it to SUPPLIER, at SUPPLIER’s expense and risk, within fifteen (15) calendar days from the date of CLESTRA’s notification of the non-conformity.

Any non-conforming PRODUCT refused by CLESTRA shall be deemed undelivered and shall give rise to the application of the penalties provided for in the “LATE PENALTIES” article below, without prejudice to CLESTRA’s right to claim damages resulting from the loss suffered as a result of the non-conformity and/or to terminate the ORDER.

In the event that the SERVICE does not comply with the contractual documents, CLESTRA shall inform the SERVICE SUPPLIER so that the latter can check this non-compliance within ten (10) working days of the notification made by CLESTRA. If SUPPLIER fails to check for such non-conformity within this period or to contest it, CLESTRA reserves the right, at its discretion, to:
– To accept the SERVICE as is, in consideration of a mutually agreed price discount;
– To accept it after corrective action at the SERVICE SUPPLIER’s expense, carried out either by the SERVICE SUPPLIER itself, or by CLESTRA or a third party that it designates
Any non-conforming SERVICE refused by CLESTRA shall be deemed not to have been performed and shall give rise to the application of the penalties provided for in the “DELAY PENALTIES” article below, without prejudice to CLESTRA’s right to claim damages resulting from the loss suffered as a result of the non-conformity and/or to terminate the ORDER.

In the particular case of WORK CONTRACTS, the SUPPLIER/SUPPLIER shall comply strictly with the WORK CONTRACT. If the SUPPLIER/SUPPLIER makes any changes to the obligations mentioned in the WORK CONTRACT without CLESTRA’s authorization, CLESTRA may require the demolition, corrections and rework necessary for the proper performance of the WORK CONTRACT at the SUPPLIER/SUPPLIER’s sole expense.
It is expressly understood between the PARTIES that the implementation of the corrective actions shall be without prejudice to any damages that CLESTRA may claim as compensation for the damages suffered.
CLESTRA shall not owe any additional payment if the modified works have resulted in the SUPPLIER’s expenses being higher than those relating to the assignment originally planned.
This obligation of conformity constitutes an obligation of result for the SUPPLIER/PROVIDER

Except in the case of force majeure and unless otherwise specified in the ORDER and WORKS CONTRACT, failure by the SUPPLIER/SUPPLIER to comply with the contractual deadlines shall be punished by penalties for delay as defined below:
– The amount of these penalties is set at a minimum of 0.5% of the amount exclusive of tax of the WORK ORDER/WORK CONTRACT, per calendar day of delay on the contractual dates provided for in the WORK ORDER and WORK CONTRACT, with no cap or limit.
– These late penalties may be deducted from the payment of the provisional statements or from the final statement.
– The above penalties for late delivery shall be applicable by operation of law solely because of the delay and without any need for CLESTRA to send a formal notice of default to the SUPPLIER/SUPPLIER beforehand.
The payment of late penalties shall be without prejudice to any damages that may be claimed by CLESTRA as compensation for the loss thus suffered.

CLESTRA may at any time, after giving written notice to SUPPLIER/SUPPLIER, temporarily suspend the performance of the ORDER/WORKS CONTRACT. The suspension shall take effect on the date of its notification to SUPPLIER/SUPPLIER. During the suspension, obligations relating to confidentiality, insurance, intellectual property and safeguarding of PRODUCTS/WORKS shall continue.

CLESTRA may at any time, after giving written notice to SUPPLIER/SUPPLIER, temporarily suspend the performance of the ORDER/WORKS CONTRACT. The suspension shall take effect on the date of its notification to SUPPLIER/SUPPLIER. During the suspension, obligations relating to confidentiality, insurance, intellectual property and safeguarding of PRODUCTS/WORKS shall continue.

In the event of the SUPPLIER’s/ SERVICE SUPPLIER’s failure to comply with any of its obligations, which has not been remedied within one (1) month of CLESTRA sending a formal notice, or in the event of the SUPPLIER’s/ SERVICE SUPPLIER’s serious failure to comply with its contractual obligations, CLESTRA shall be entitled to terminate the ORDER/WORKS CONTRACT by operation of law and without prejudice to any damages to which it may be entitled as compensation for the harm suffered.
A serious breach of duty does not include, but is not limited to, the following

• Subcontracting of the WORK ORDER/PROGRAM without prior agreement from CLESTRA
• Non-conformity of the PRODUCT/ SERVICE/ WORK with the technical description
• Exceeding the delivery or acceptance deadlines under abnormal conditions.

Termination shall not relieve SUPPLIER/SUPPLIER of any late penalties incurred as of the date of termination.

In the absence of default by the SUPPLIER/SUPPLIER, CLESTRA may terminate the PURCHASE ORDER/WORKS CONTRACT at any time in whole or in part, subject to payment to the SUPPLIER of the costs incurred by him in its performance at the date of termination and, if applicable, of compensation to be agreed upon. Under no circumstances shall any advance payments made be automatically retained by the SUPPLIER/SUPPLIER.

Termination of the PURCHASE ORDER/WORKS CONTRACT does not terminate obligations that survive by their nature, including warranty, regulatory compliance, and intellectual property and confidentiality obligations.

The prices quoted on the WORK ORDER/PROGRAM as defined in ARTICLE 8 are exclusive of taxes. They shall be global, lump sum, firm, final and non-revisable for the duration of the execution of the WORK ORDER/PROGRAM.
The prices quoted on the ORDER/WORK ORDER are inclusive of packing and any other fees, costs, risks or charges associated with the execution of the ORDER/WORK ORDER. Under no circumstances may they be modified without CLESTRA’s prior formal approval, either by amendment to the WORK ORDER/TILE-OUT, or by a new WORK ORDER/TILE-OUT cancelling and replacing the initial document.
Any additional costs of any kind shall be subject to CLESTRA’s prior written approval specifically indicated on the WORK ORDER/PROGRAM.

The SUPPLIER/SUPPLIER, fully aware of the rights granted to him by Article 1195 of the Civil Code, accepts the risk of a change of context and thus waives the rights conferred by the said Article.

CLESTRA reserves the right, in the event of imperfect performance of the ORDER/WORKS CONTRACT, and after giving notice to the SUPPLIER/SUPPLIER to remedy the situation as soon as possible, to reduce the price proportionally in accordance with Article 1223 of the Civil Code.

Invoices shall be drawn up in triplicate, in euros exclusive of VAT, payable to CLESTRA by SUPPLIER/RESERVER after the PRODUCTS have been delivered or the SERVICES have been performed.
All invoices must include the reference of the ORDER/WORKS CONTRACT and specify separately the invoiced taxes, as well as all the mandatory legal mentions.
Any particular mention on the invoice or on the back of the invoice is deemed unwritten.

Payments are made 30 days after the end of the month, on the 15th.

Subject to acceptance of the PRODUCTS and/or acceptance of the WORK by CLESTRA and unless otherwise agreed, NO advance payments, deposits or down payments shall be made in respect of any ORDER/WORKS CONTRACT.

In accordance with the provisions of Article L441-10 of the French Commercial Code, any delay in payment shall entail the payment of late payment penalties equal to 3 times the legal interest rate per day of delay, as well as a collection fee equal to 40 euros. Payment of such penalties and indemnity shall be in full discharge of any liability.

In the event of non-performance by the SUPPLIER/SERVICE, CLESTRA reserves the right to suspend all payments in accordance with the provisions of Article 1219 of the Civil Code and following.

In the event of a dispute of any kind, CLESTRA reserves the right to suspend payment.

The transfer of ownership will be in favour of CLESTRA notwithstanding any retention of title clause inserted in the SUPPLIER’s documents:
– upon delivery to CLESTRA’s site or any other location specified on the ORDER with respect to the PRODUCTS,
– upon signature of the acceptance report if acceptance of the PRODUCTS/ SERVICES/ WORKS is provided for in the contract documents,
In the event of SUBCONTRACTING, the SUPPLIER/ SERVICE SUPPLIER shall be obliged to stipulate the same transfer of ownership clause in his favour.

By virtue of the intuitu personae nature of the ORDERS/WORKS CONTRACTS, SUPPLIER shall refrain from transferring all or part of the ORDER without CLESTRA’s prior written consent.

If the SUPPLIER/SUPPLIER intends to use SUBCONTRACTING for all or part of the tasks entrusted to it by CLESTRA as part of the execution of the WORK ORDER/PROGRESS CONTRACT, it must, before any intervention and in accordance with the provisions of Law No. 75-1334 of 31/12/1975 relating to subcontracting :
– Provide all useful documents from the SUBCONTRACTOR so that CLESTRA can proceed with the approval of the said SUBCONTRACTOR by the END CUSTOMER (Project Owner),
– Request CLESTRA’s agreement to the terms of payment for the subcontract it will have entered into with them,
– To verify and validate, under its responsibility, that the SUBCONTRACTOR proposed to CLESTRA is up to date with its obligations arising from the regulations on undeclared work in its capacity as principal (article D8222-5 of the French Labour Code).
CLESTRA reserves the right to refuse any SUB-CONTRACTOR proposed to it
In the event of SUBCONTRACTING accepted by CLESTRA, the SUPPLIER/PROVIDER shall take all necessary steps to ensure coordination. The SUPPLIER/SUPPLIER shall be solely responsible for the proper execution of the ORDERS/WORKS CONTRACTS thus subcontracted.

The SUPPLIER/SUPPLIER declares that it is insured throughout the performance of the WORK ORDER/TILE AGREEMENT and after delivery with a solvent insurance company for all material or immaterial damage, bodily injury, direct or indirect, that may be caused to CLESTRA during the performance of the WORK ORDER/TILE AGREEMENT.
The SUPPLIERS/SUPPLIERS involved in the WORK CONTRACTS undertake, both on their own behalf and on behalf of any subcontractors, to take out sufficient insurance to cover

• their personnel against the risks provided for by social legislation as well as those provided for by any statute or agreement applicable to them,
• their liability towards third parties for any material or immaterial damage or bodily injury arising out of or in connection with their SERVICES and/or PRODUCTS, whether such damage occurs during or after the performance of said SERVICES and/or the delivery of said PRODUCTS

These guarantees must be extended to damages caused by

• to the old parts of the equipment and installations, on, under or in which the WORK CONTRACTS are executed,
• to the real estate therein, including accident, fire, explosion, water damage or theft.l
• their equipment, temporary installations and supplies on the site with waiver of any recourse against CLESTRA and its agents in case of damage,
• their liability under Articles 1792 et seq. and 2270 of the Civil Code for the delivery of PRODUCTS and/or the performance of SERVICES in the event of damage to the new work and to the old parts of the building caused by their actions.

SUBCONTRACTORS shall be subject to the same insurance requirements as the SUPPLIER.
SUPPLIER/SUPPLIER undertakes to pay all insurance premiums and to produce, at CLESTRA’s first request, a certificate of insurance within fifteen (15) days of placing the ORDER. Failing this, CLESTRA may, at its option, terminate the ORDER or take out an insurance policy at SUPPLIER’s sole expense.

Each of the PARTIES shall be responsible for the performance of its obligations under the WORK ORDER/PROGRAM.
Neither Party shall be liable to the other for indirect or consequential damages, damages or defects in performance which are the consequence of the act of a third party, an event constituting force majeure or the intentional act of the other Party.
The SUPPLIER/SUPPLIER shall be liable under the conditions of ordinary law for damage of any kind: material and immaterial, bodily, direct and indirect, caused to CLESTRA, its agents, its employees, its customers or any third party by itself and/or the persons for whom it is responsible (in particular its employees, its SUBCONTRACTORS or CO-TRAITORS), occurring during the performance of the PURCHASE ORDER/WORKS CONTRACT.
The defense against any claim, action, amicable, arbitral or judicial proceeding of any kind, public or private, brought by any person against CLESTRA in connection with the quality of the PRODUCTS/ SERVICES, or on account of the rights of third parties relating to the PRODUCTS/ SERVICES/ WORKS, shall belong exclusively to SUPPLIER/SERVICE, who shall indemnify or hold CLESTRA harmless from any such claim, action, amicable, arbitral or judicial proceeding, whether public or private, and the consequences thereof in terms of losses, costs or damages, including, in general, all costs, fees and expenses incurred by CLESTRA.
Under no circumstances will SUPPLIER/PROVIDER be able to limit the compensation of the loss suffered by CLESTRA to the amounts granted by their insurance policies.

In the absence of any contractual provision for a longer period, SUPPLIER/SUPPLIER warrants CLESTRA for a period of two (2) years from the date of receipt of the PRODUCTS/SERVICES against defects in design, material, workmanship, operation, and abnormal wear and tear, provided that the PRODUCTS/SERVICES are operated in accordance with the requirements of the PURCHASE ORDER/WORKS CONTRACT.
Any repair, replacement or partial replacement shall carry a new warranty of two( 2) years from the date of satisfactory return to service of the PRODUCT/SERVICE.
Under the warranty, the SUPPLIER/SUPPLIER shall, within 10 working days of notification of the damage, make all necessary replacements, repairs, modifications, adjustments, etc., to meet the requirements of the PURCHASE ORDER/WORKS CONTRACT. Parts replacements may extend to the provision of a new assembly in accordance with the WORK ORDER. The SUPPLIER/PROVIDER is required to travel to the site required to perform the work.
Should the SUPPLIER/SUPPLIER fail to intervene within the aforementioned period, CLESTRA reserves the right to carry out or have carried out by third parties, on the PRODUCTS/SERVICES that prove to be defective, the necessary repairs and/or replacements at the SUPPLIER/SUPPLIER’s exclusive expense.
The SUPPLIER/SERVICER shall not be entitled to invoke the repair carried out by a third party to modify the scope of the guarantees.
SUPPLIER/SUPPLIER shall bear all the expenses incurred by these operations, including transportation costs between the workshops and the destination of the PRODUCTS and the costs of disassembly and reassembly.
The expiration of the warranty shall not release the SUPPLIER from the obligations imposed on him by Articles 1641 et seq. of the Civil Code.
Starting points of the warranty period :
DELIVERED PRODUCTS: the starting point of the guarantee is fixed in the ORDER and failing that on the date of receipt of the PRODUCT.
INSTALLED OR COMMISSIONED PRODUCTS – MISCELLANEOUS SERVICES: the starting point of the warranty is formalized by the final acceptance.
The warranty is independent of the number of hours of operation of the PRODUCT.

Acceptance as defined in Article 1792-6 of the Civil Code is the starting point for the legal guarantees, in particular:
– the guarantee of perfect completion of the works, for a period of one year,
– the guarantee of good working order of the equipment not incorporated in the buildings, for a period of two years.
– the ten-year guarantee for the works and equipment incorporated, which covers damage that affects the solidity of the building or makes the work unfit for its purpose,
Unless otherwise stipulated in the PURCHASE ORDER/WORKS CONTRACT, the SUPPLIER/SUPPLIER shall have a maximum of 10 working days from the date of notification of the defects to remedy them. After this period, CLESTRA may have the work carried out by a third party at the sole expense of SUPPLIER/SUPPLIER.

SUPPLIER/SUPPLIER shall provide, no later than 30 calendar days after receipt, the following documents, without this enumeration being limitative:
– general and detailed drawings used as a basis for the realization of the PRODUCT or the SERVICE,
– electrical wiring diagrams, automation diagrams, programming listings,
– nomenclature of components with a list of SUPPLIERS/PRESENTERS,
– list of spare parts to be kept in stock,
– any document necessary for compliance checks.

In the execution of the ORDER/WORKS CONTRACT, the SUPPLIER/SUPPLIER warrants to CLESTRA that the PRODUCT/SERVICE complies with the regulations and standards applicable in the country for which the PRODUCT/SERVICE is ordered, as well as in any other country where the PRODUCT is likely to be used, if the SUPPLIER has been informed of such.
In this respect, the SUPPLIER/PROVIDER shall hand over on delivery, or undertake to hand over on first request by CLESTRA, the certificates required by the regulations and relating to the PRODUCT
Regardless of the place of delivery of the PRODUCT or performance of the SERVICE (in France or abroad), the SUPPLIER/SERVICER also warrants to CLESTRA that the PRODUCT/SERVICE will comply with the applicable laws and regulations, quality requirements and standards concerning, in particular, health, hygiene, safety, product traceability and environmental protection.
The SUPPLIER/SERVICER undertakes to provide CLESTRA, at the time of delivery of the PRODUCT or performance of the SERVICE, with the information available to it to enable the safe use of the PRODUCT and/or the items covered by the SERVICE.
The SUPPLIER/SUPPLIER undertakes to inform CLESTRA of any changes in the legislative and regulatory provisions and standards
applicable laws and regulations affecting the conditions of delivery of the PRODUCT or the performance of the SERVICE.
In the event of export, SUPPLIER/Supplier undertakes to provide CLESTRA with a certificate issued by an organization approved by the country of destination attesting to the conformity of the PRODUCTS to the standards of said country of destination.

The SUPPLIER’s personnel will remain under its exclusive subordination at all times, since it alone has the power of management and control over its employees. The SUPPLIER/SUPPLIER shall therefore, in its capacity as employer, be responsible for the administrative, accounting and social management of its employees involved in the execution of the WORK ORDER/PROGRESS CONTRACT, and shall ensure that these obligations are respected in the event that it subcontracts.
The SUPPLIER/PROVIDER shall ensure that its personnel are registered with all social security bodies and shall assume full responsibility for compliance with labour legislation. In this respect, the SUPPLIER/SUPPLIER certifies that it has made the declarations required by the social security bodies and that it has not resorted to undeclared work as defined in Articles L.8221-3 and 5 of the Labour Code.
In the event that the SUPPLIER/SERVICER has recourse to a SUBCONTRACTOR, he undertakes to ensure that the latter complies strictly with the above-mentioned legal provisions. In addition, it undertakes to honor its duty of vigilance with regard to the obligations arising from labor regulations in its capacity as a principal in application of articles L8281-1, R8281-1, R8281-2 and R8281-3 of the Labor Code.
In accordance with the legal provisions on the prevention and repression of undeclared work, the SUPPLIER/SUPPLIER undertakes to submit to CLESTRA before any ORDER/WORKS CONTRACT is placed and every six (6) months until the end of its execution if its duration exceeds six (6) months, when the ORDER is greater than 5,000 euros excluding tax or the total amount of orders placed exceeds 5,000 euros excluding tax:

• A certificate of social declaration and payment of social security contributions from the social protection organization responsible for collecting social security contributions (URSSAF) dated less than six (6) months ago;
• An extract of the registration in the Register of Commerce and Companies (K-Bis extract), dated less than three (3) months;
• A list of the names of foreign employees subject to the work permit provided for in Article L.5221-2 of the Labor Code, specifying for each employee:
  • the date of hiring
  • nationality
  • the type and serial number of the work permit

Furthermore, SUPPLIER/SUPPLIER undertakes not to discriminate, distinguish, exclude, or give preference on the basis of sex, race, color, language, religion, political or other opinion, national or social origin, membership of a national minority, property, birth, or other status.
It also undertakes not to employ persons under the minimum age and not to use forced labor or any form of slavery under the conventions of the International Labor Organization (ILO).
Any breach of the above obligations shall result in the immediate termination of the business relationship between SUPPLIER and CLESTRA. The SUPPLIER/ SERVICE SUPPLIER shall indemnify CLESTRA against the financial consequences of any action or claim from third parties, and in particular from government authorities, arising from the failure to comply with the above obligations.

CLESTRA shall have free and unrestricted use of all intellectual property rights in the SUPPLIER’s PRODUCTS/SERVICES/ WORKS.
SUPPLIER/SUPPLIER declares that it is the lawful owner of all the intellectual property rights that it uses in connection with the ORDER/WORKS CONTRACT and undertakes, where applicable, to obtain all the rights and permissions necessary for the sale of the PRODUCTS/WORKS and their use by CLESTRA.
SUPPLIER/SUBSTITUTE warrants to CLESTRA that the PRODUCTS/SERVICES/WORKS do not infringe the intellectual property rights or any other rights belonging to any third party. SUPPLIER/SERVICER shall hold CLESTRA harmless against any action by third parties for infringement of intellectual property rights, counterfeiting and/or unfair and/or parasitic competition relating to the PRODUCTS/SERVICES, and shall indemnify CLESTRA against all fines and costs resulting from such action.
If, as a result of such action, CLESTRA is prevented from using the PRODUCTS/WORKS or performing the SERVICES, CLESTRA shall be entitled, without prejudice to its right to claim damages from SUPPLIER, to continue to use the PRODUCTS or to perform the SERVICES at SUPPLIER’s expense. Failing this, the SUPPLIER/SUPPLIER shall modify or replace them, at its own risk and expense, while maintaining the same level of functionality, performance and relevance. If not, the Customer shall repay to CLESTRA the amounts paid for the PRODUCTS/SERVICES concerned.
In the event of failure to meet its performance obligations, upon completion of the performance of the ORDER/WORKS CONTRACT and after the expiry of the warranties, the SUPPLIER/ SERVICE SUPPLIER shall grant CLESTRA, free of charge, the free use of the industrial property rights for the maintenance and/or replacement, repair, modification and development of the PRODUCTS/ SERVICES/ WORKS

Any ORDER/WORK CONTRACT placed, any technical or commercial information and/or any document of any kind communicated to the SUPPLIER/SUPPLIER in connection with the execution of the ORDER/WORK CONTRACT or to which the latter may have access in any way whatsoever, shall remain the exclusive property of CLESTRA, shall be considered strictly confidential and shall not be used by it for any purpose other than the execution of the ORDER/WORK CONTRACT. This also applies to items delivered directly to the END-USER, for which the SUPPLIER may be responsible.
This obligation shall continue for the duration of the performance of the ORDER and for a period of five (5) years following completion of the ORDER.
The SUPPLIER/SUPPLIER furthermore guarantees compliance with this obligation by all members of his staff or any other party, including a SUBCONTRACTOR, for whom he is responsible and who will have access to such information or documents.
The SUPPLIER/SUPPLIER undertakes to take all necessary steps to ensure that the said undertakings are complied with by these persons.
This confidentiality obligation does not apply to information:

• for which SUPPLIER/ SERVICE SUPPLIER can prove that they were in its possession at the time they were communicated to it,
• which, at the time of their communication to SUPPLIER, were in the public domain or which, subsequent to their communication to SUPPLIER, have fallen into the public domain through no fault of SUPPLIER.

In addition to these provisions, the SUPPLIER/SERVICER, upon receipt or delivery of the PRODUCTS/SERVICES, undertakes not to seek any information on the material displayed that is not of its manufacture.
Once the PURCHASE ORDER/WORKS CONTRACT is fully executed, the SUPPLIER/SUPPLIER shall promptly submit all
technical documentation assigned to it for the execution of the WORK ORDER/WORKS CONTRACT.
This last provision is also applicable in case of termination of the ORDER for any reason whatsoever.

Each PARTY acknowledges that the personal data and the processing thereof are subject to the legal and regulatory provisions for the protection of personal data applicable to CLESTRA or the PROVIDER/RESERVED, as the case may be, the GDPR as well as any local regulations issued in application of the said regulation, which each of them undertakes to respect.
Each PARTY may collect and process personal data from the other PARTY for the purpose of executing the WORK ORDER and/or for the purpose of managing files of suppliers, customers and prospects comprising natural persons. In this case, the relevant PARTY is responsible for the processing of such personal data within the meaning of the GDPR and undertakes to comply with its provisions.
The SUPPLIER/PROVIDER may collect and/or process personal data on behalf of CLESTRA, thus acting as a data processor within the meaning of the GDPR. As such, it undertakes to comply with the RGPD, as well as the provisions set out in the CPAs.
Any failure by the SUPPLIER/ SERVICE SUPPLIER to comply with the obligations relating to the processing of personal data shall constitute a breach of its essential obligations, which may in particular result in the partial or total termination of the ORDER for misconduct in accordance with the provisions of the Article entitled “TERMINATION”, without prejudice to CLESTRA’s right to any other remedy. PROVIDER/RESELLER will indemnify CLESTRA against any and all claims, costs, damages, fines, losses, liabilities and expenses (including attorneys’ fees and costs) suffered by CLESTRA and caused by PROVIDER/RESELLER, directly or indirectly, as a result of a violation of the GDPR.

The SUPPLIER/SUPPLIER shall not, without CLESTRA’s prior written consent, compete directly or indirectly with it. Any violation of this prohibition shall subject SUPPLIER/SUPPLIER to termination of the ORDER, without prejudice to any liability action.

SUPPLIER/SUPPLIER shall immediately inform CLESTRA of any risk of economic dependence. This duty to inform is essential to enable the PARTIES to maintain a balanced relationship.

Neither party shall be liable to the other in the event of non-performance of its obligations under the ORDER resulting from an event of force majeure as usually held by case law.
An event of force majeure, in accordance with the provisions of Article 1218 of the Civil Code, is an event beyond the control of the relevant PARTY, which cannot be reasonably foreseen at the time of the conclusion of the CONTRACT and the effects of which cannot be avoided by appropriate measures, which prevents the performance of its obligation by the relevant PARTY.
The event of force majeure will suspend the respective obligations of the parties, excluding the obligations stipulated in the article “CONFIDENTIALITY”.
In order to be taken into consideration, the case of force majeure must be brought to the attention of the other party by any means within 48 hours of the beginning of the event characterizing it.
If the said event lasts for more than one (1) month, CLESTRA may terminate its ORDER as of right, by written notice to the other party and without any compensation being due. CLESTRA shall pay SUPPLIER/RESERVER the sums due to it for the part of the ORDER that has been performed at the date of interruption, without either PARTY being able to claim any compensation for the part of the PRODUCTS not delivered or the SERVICES not performed.

CLESTRA requires SUPPLIERS to meet the following minimum EMS requirements:

• The SUPPLIER/SUPPLIER shall be aware of and comply with the environmental legislation and the permits required by it.
• The SUPPLIER/SUPPLIER shall ensure that its employees have adequate and formalized environmental skills.

ISO 14001 environmental certification or its equivalent is welcomed.

The SUPPLIER shall be able to demonstrate a design and logistical approach to reducing the negative environmental impact of its PRODUCTS/SERVICES, taking into account factors such as energy consumption, use of materials, etc.
The SUPPLIER/SERVICER shall offer to develop its PRODUCTS/SERVICES and their packaging and transport conditions in a mutually beneficial manner.

If one or more provisions of the GTC are declared invalid under the applicable law, the other provisions shall not be affected.
The PARTIES undertake to consult each other in order to remedy the cause of invalidity found so that, unless this is impossible, these GTC will continue to be in effect.

The SUPPLIER/SUPPLIER undertakes to actively combat corruption and all forms of fraud, whether social or economic, and in particular to:
(a) promote the fight against all forms of illegal employment, including undeclared work;
(b) that the relationship between SUPPLIER and its clients or third parties does not give rise to behaviour or facts that may be qualified as active or passive corruption, or complicity in influence peddling or favouritism;
(c) not grant directly or indirectly to its customers or employees any improper advantage of any kind by any means whatsoever for the purpose of obtaining or maintaining a business transaction or preferential treatment.
If, in the course of their relations, SUPPLIER/ SERVICE SUPPLIER becomes aware of any breach of the principles of this Article by an employee of CLESTRA, SUPPLIER/ SERVICE SUPPLIER shall inform CLESTRA.
If SUPPLIER/SUPPLIER encounters difficulties in enforcing compliance with the provisions of this Article with CLESTRA’s employees, SUPPLIER/SUPPLIER shall promptly inform CLESTRA.

SUPPLIER/SUPPLIER agrees that, in the event that it is a creditor of CLESTRA, their claims shall automatically be set off without CLESTRA having to rely on them.

The SUPPLIER / SERVICE SUPPLIER accepts the increases and decreases in the mass of the work and the changes in the material and consistency of the various products that may be prescribed by the END CUSTOMER (CONTRACTOR).
He agrees to perform any additional or modifying work that may be ordered as a result. The SUPPLIER/SERVICER shall be solely responsible for placing orders for the materials and PRODUCTS required to execute the ORDER and shall pay for them directly.
The SUPPLIER/SUPPLIER shall refrain from any direct contact with the END-USER unless invited to do so by CLESTRA.
CLESTRA shall not owe any additional payment if the modified works have caused the SUPPLIER/RESELLER to incur expenses in excess of those provided for in the original assignment.
The SUPPLIER/SUPPLIER shall promptly issue any service orders and written or pictorial instructions that he may lack. Under no circumstances may it invoke the absence of orders or information to justify delays or execution that does not comply with CLESTRA’s wishes, unless it can justify that it caused them in good time.

SITE APPOINTMENT :
If required for the execution of the ORDER, SUPPLIER/SUBSTITUTE shall attend site appointments on the days and at the times specified by CLESTRA, including during vacation periods, paid vacations, etc. Site appointments are conducted by CLESTRA or its qualified representative in accordance with the case in question. Failure to attend these meetings will be penalized by penalties according to the specific terms of the ORDER or at least fixed at a global and fixed sum of 300 euros per noted absence.
The SUPPLIER/PROVIDER must attend each site meeting or be represented by a qualified technician authorized to make any decision that may bind his company. Unless specially summoned, this obligation extends to each SUPPLIER/SERVICE for the period beginning fifteen (15) days before the start of its work on the site and ending fifteen (15) days after the end of its work.
CLESTRA shall have the right to demand the change or dismissal of the SUPPLIER’s/ SERVICE SUPPLIER’s representative for insubordination, incapacity or lack of probity.
SITE MANAGER:
Each SUPPLIER/SERVICER must have on the site, as soon as the work for which he is responsible begins, a SITE MANAGER or a qualified person in charge, authorized to receive the instructions of the CONTRACTOR or CLESTRA and to follow their proper execution
This SITE MANAGER will have all the powers to represent his employer, as well with the CONTRACTOR as with CLESTRA and the other companies for all problems discussed before him and concerning the execution of the work of his trade.

The program of realization of the WORK CONTRACTS is fixed in the CPA. Throughout the duration of the work, the SUPPLIER/ SERVICE SUPPLIER shall provide CLESTRA, on request, with any information enabling it to assess the progress of the work, in the form of a work program, schedule, progress report, and report on visits by its own agents or SUBCONTRACTORS to the premises where the work is being carried out.
The ORDER sets forth the criteria for progress, including those associated with payment terms. It shall be the SUPPLIER’s responsibility to prove that these criteria are met.
The presence of CLESTRA’s representatives at the work site, checks and approval, if any, and inspection observations relating to the SUPPLIER’s studies, plans, materials and techniques shall not relieve the SUPPLIER of its responsibilities.

If CLESTRA observes significant shortcomings or shortcomings of such a nature as to affect the quality and conformity of the performance of the WORK CONTRACT, or if it observes a delay in the performance of the ORDER that leads to an unavoidable postponement of the contractual deadlines, the SUPPLIER/SUBSCRIBER shall, at CLESTRA’s request, modify and/or reinforce its team and the resources assigned to the ORDER to make up for the shortcoming observed.
In the event that this request remains without effect, even after a formal notice, CLESTRA may at its option:
– To impose on the SUPPLIER/PROVIDER technical assistance that will be invoiced to it, without it being able to take advantage of this assistance to release itself from any of its obligations or responsibilities.
– Perform all or part of the WORK CONTRACT by itself or by a third party at SUPPLIER’s/COMPLIENT’s expense.

The cleaning of the sites covered by the WORK CONTRACTS, the restoration of the premises and the removal of everything belonging to the SUPPLIER/RESELLER, as well as waste and residues, shall constitute the last operation of an ORDER. The SUPPLIER is obliged to do so without exception or reservation.

The performance of the ORDER shall be governed exclusively by French law, regardless of the identity or nationality of the SUPPLIER/SUPPLIER.
Any dispute arising between CLESTRA and SUPPLIER/SERVICE-ORDER concerning the existence, validity, interpretation, or performance of an ORDER and/or these GTCs supplemented by CPAs shall be subject to the exclusive jurisdiction of the competent courts of STRASBOURG, regardless of the place of performance and/or delivery of the ORDER.
The application of the 1980 Vienna Convention on the International Sale of Goods is excluded.