General Purchasing Conditions - March 2013

Article 1: Scope and primacy

These conditions govern orders for supplies, materials, equipment and services (hereinafter referred to as “Supplies”) placed by companies in the Antalis group, the contact details of which appear on the orders (“the Purchaser” or “ANTALIS”). The acceptance of the Buyer's orders by the Supplier implies unreserved acceptance of these conditions by the latter: any provision appearing in the conditions of sale, its commercial offer, estimate, price list, etc. or resulting from uses, even professionals to the contrary or incompatible with these conditions is not opposable to the Buyer, except written and express waiver of the Buyer.

Article 2: Acceptance and rejection of orders

An acknowledgment of receipt in the form of signature of the order by the Supplier must reach the Buyer within one (1) day of receipt of the order (unless expressly agreed on a longer period). In addition, an order not having been refused in writing by the Supplier within the above period and begins to execute the order, the latter is deemed to be accepted on the basis of these general purchasing conditions (the "Contract" ). The commencement of execution of an order materializes its acceptance, in the terms of the Contract.

Article 3: Compliance with laws and regulations

The Supply must be in compliance with the standards, regulations and laws in force, particularly in terms of labor law, respect for the environment, etc. The Supply will be delivered accompanied by documents allowing its safe use, storage and maintenance. in optimal conditions, as well as documents prescribed by the standards, regulations and laws of the country of delivery. Otherwise, ANTALIS reserves the right to refuse the Supply.

Article 4: Delivery times, receptions ...

The deadlines appearing in the Contract or any other document from ANTALIS are imperative. In the event that the Supplier considers that it will not be able to meet these deadlines, or any of its obligations, it must inform ANTALIS in writing without delay.

Article 5: Delivery of the Supply

5.1: Conditions and content of delivery The Supplier undertakes to comply with the conditions of access and unloading in force on the delivery site. In the absence of an express stipulation, the Supply is delivered DDP (Incoterms® 2010) accompanied by a delivery note, which must contain (i) order number, (ii) description and quantities delivered. Otherwise, only the weight and quantity recognized by ANTALIS will be taken into consideration when paying invoices.

5.2: Packaging and transport The Supplier must pack, mark, dispatch and transport the Supply in accordance with the practices and according to the Buyer's specifications in order to prevent any damage and facilitate unloading, handling and storage. The Supplier shall be liable for any loss or damage occurring to the Supply resulting from a breach of the aforementioned obligations, and without ANTALIS having to exercise its rights against the carrier. The Supply must, upon receipt of the order, be identified as intended for the Purchaser.

5.3: Delivery dates The delivery dates of the Supplies to the place of final destination are imperative. They cannot be modified, or partially, without the express agreement of ANTALIS. ANTALIS reserves the right to refuse delivery of a Supply on a date different from that provided for in the order. The return of refused Supplies will be at the expense and risk of the Supplier. In case of acceptance of an early delivery, only the contractual delivery date will be taken into account for the calculation of the due date of the invoice.

5.4: Consequences of late delivery In the event of late delivery, (i) rapid shipment may be required by ANTALIS, at the Supplier's expense; (ii) ANTALIS may apply late penalties, corresponding to 1% of the price including tax of the Supply per week of delay, limited to 5% including tax (unless expressly agreed on another rate); (iii) ANTALIS may offset these penalties with the sums due to the Supplier, provided that the Supplier has not contested their basis within 4 days of notification of the penalty; and (iv) ANTALIS may terminate or cancel, as of right, totally or partially, any order that is not delivered on the agreed date, without resorting to a formal notice, and without prejudice to its right to claim its rights ( damages and interests…).

5.5: Receipt of Supplies The Supply is deemed to have been delivered as soon as ANTALIS has acknowledged receipt in writing. The reception of consumable or usable products in the state is effected by the signature of the delivery note without reserve by ANTALIS. The reception of services is effected by the effective, final and complete realization of the service for the benefit of ANTALIS, without reservations on the part of the latter. Acknowledgment of receipt does not constitute acceptance of the Supply, in particular regarding any possible hidden defect or non-conformity. The acceptance of materials or equipment requiring installation, adjustment and / or commissioning is effected by the unreserved signing, by ANTALIS, of a final acceptance report.

Article 6: Price and terms of payment

6.1: Prices Prices are firm and cannot be revised, Supplies packaged and in perfect condition, transported and unloaded, and if necessary put into service, at the place indicated by ANTALIS, insurance included. As necessary, the price means customs formalities carried out and customs duties paid, all taxes included, materials or equipment installed, paid for and put into operation. The Supplies travel at the expense and risk of the Supplier.

6.2: Payment terms The invoice for an order must be sent to the ANTALIS accounting department, including its number, the precise description of the Supplies as well as the numbers and dates of the delivery notes. Subject to acceptance of the Supplies and an invoice thus compliant, ANTALIS will pay by bank transfer, edi transaction, or any other payment method accepted in writing by ANTALIS and according to the payment deadline stipulated on the order. If the Supplier fails to fulfill one of its obligations under the order, ANTALIS may suspend all payment to the Supplier. ANTALIS may at any time set off and deduct the sums it owes to the Supplier against any sum that the Supplier owes it, whatever the nature of the claims thus compensated.The Supplier acknowledges and accepts that any amount owed by ANTALIS may be paid by any other legal entity belonging to the ANTALIS Group, or by any third party designated by ANTALIS, this payment extinguishing ANTALIS 'debt to the Supplier.

6.3: Transfer of ownership The transfer of ownership in favor of ANTALIS takes place at the time of delivery of the Supply, except in the event that the delivery deadline is not respected. If payment takes place before delivery, the transfer of ownership will occur at the time of payment.

Article 7: Acceptance and transfer of risks

Acceptance and transfer of risks to ANTALIS occur upon receipt of the Supplies by ANTALIS, in the forms provided for in article 5.5 above, regardless of payment or delivery times.

Article 8: Quality

8.1: Guarantee against hidden defects and conformity The Supplier guarantees that the Supplies are free from any hidden defects and comply with the specifications of this Contract. Inspection of the Supplies or their payment does not constitute acceptance of the Supplies and does not relieve the Supplier of its obligations, guarantees and commitments under the Contract. ANTALIS reserves the right to inspect the Supplies at any time, including at the Supplier's premises, during the execution of the order. The Supplier undertakes to provide assistance to ANTALIS and to its proposed employees, etc. The Supplier will immediately inform ANTALIS if it suspects a non-conformity of the Supplies delivered to ANTALIS.

8.2: ISO certification In the event that the Supplier is ISO certified, these conditions constitute confirmation by the Supplier of the implementation and compliance with the recommendations imposed by this certification, and including an integrated Quality Assurance system allowing a reduction in the quality control on delivery at ANTALIS premises. In addition, the Supplier must immediately inform ANTALIS of major events linked to this ISO certification (renewal, cancellation).

8.3: Modification of Supplies The Supplier may not, without the prior written consent of ANTALIS, make any changes to the Supply, its process or place of manufacture, the raw materials and materials used, etc. All costs inherent in a modification duly accepted by ANTALIS (testing, trials, re-qualification of products, etc.) will be borne by the Supplier. The Supplier must buy back the Supplies in stock from ANTALIS in the event that the supply of the said Supplies is stopped, at their purchase price.

8.4: Execution of the Contract, Good Faith Any service and obligation of the Contract (design, manufacture, commissioning, delivery, information, etc.) carried out by or on behalf of the Supplier must be carried out in good faith, with care and competence under the responsibility entire Supplier.

Article 9 - Guarantee

Any contractual guarantee continues for a period of 24 months, from the acceptance of the Supplies by ANTALIS (see article 5.5 above) without prejudice to any legal guarantee also applicable.

9.1: Guarantee of Supplies The Supplier guarantees that the Supply: (i) conforms to the use for which it is intended, of fair and merchantable quality, and free from any defect or defect in its design, manufacture, and / or operation, (ii) conforms to the specifications of this Contract, (iii) is free of all rights, privileges, rights of retention, (iv) is accompanied by all the documentation and instructions necessary for use under the best conditions of use and safety, (v) is accompanied by all necessary user licenses and that these licenses may be transferred or sublicensed, (vi) does not infringe the rights of third parties such as copyright, patent , secret, know-how, trademark or any other intellectual property right, (vii) has been fabricated,stored and transported in accordance with all legal and regulatory provisions in force in the country of manufacture, storage, transit, in particular in terms of hygiene, safety, the environment and labor law.

9.2: Warranty actions If the Supply is defective or does not comply with the specifications of the order, ANTALIS will be entitled, without prejudice to its rights to damages and interest for the damages it suffers as a result of this non-compliance, and according to its choice: (i) request reimbursement of the price of the Supply and return the Supply concerned, or (ii) require the Supplier to remedy the defect / non-conformity or immediately replace the defective Supply with a compliant Supply.

The Supply must be taken back by the Supplier within 15 days of the notification of non-compliance made by ANTALIS. Rejected Supplies will be considered as not having been delivered. The acceptance or payment of all or part of the defective or non-compliant Supplies cannot be considered as a waiver by ANTALIS of its right to request the cancellation of the order, the return and rejection of said Supplies, due to their non-compliance. latent or proven compliance, or to claim damages from the Supplier, including in particular manufacturing costs, loss of profit, etc. or any other damage that ANTALIS has suffered.

Article 10: Liability

The Supplier will be liable for any damage, direct or indirect, caused to ANTALIS as a result of non-performance of its obligations, such as late delivery, non-compliance.

The Supplier shall indemnify ANTALIS, its agents, employees, etc. against any action by third parties, claims, legal or administrative proceedings, including legal and advisory fees, and all costs and expenses in general (including indirect and intangible costs), occurred before or after delivery of the Supplies, resulting from an act of the Supplier (or one of its servants, employees, agents), omission, negligence, fault or improper fulfillment of its obligations arising from the order.

ANTALIS will not be liable in any way to the Supplier or its successors (i) for any loss of income or profits, or any other consequential damage resulting from a breach or fault on its part, even if such damage or losses were foreseeable; and (ii) above the price of the Supply less the price already paid.

Article 11: Termination

Without prejudice to all the rights from which ANTALIS benefits under this Contract or the applicable law, ANTALIS may at its sole discretion, automatically suspend or terminate, totally or partially, its obligations under the Contract, by simple written notification, as soon as when (i) the Supplier has failed in any of its obligations under the Contract, and / or (ii) the Supplier is subject to a safeguard, reorganization or liquidation procedure, conciliation with its creditors for the settlement of its debts, or any similar procedure in force in the Supplier's country. ANTALIS will not be liable for any compensation vis-à-vis the Supplier as a result of this termination.

Article 12: Intellectual property and confidentiality

The information and equipment, including in particular the specifications, plans, drawings, formulas, parts, tools, molds, transmitted or created with a view to producing the Supplies ordered by ANTALIS (the “Information”), are the full and entire property of ANTALIS. and must be returned to him free of charge upon his first request. The Supplier undertakes to treat as confidential the Information transmitted by ANTALIS and / or relating to business handled with ANTALIS and to take all measures to ensure that this Information is not disclosed to third parties. The Information may not be used by the Supplier for manufacturing or needs of other customers. The price agreed for the Supplies includes the transfer of all intellectual property rights generated during the execution of the order, 

Article 13: Miscellaneous provisions

(I) The Contract is governed by the law of the country of the head office of ANTALIS, or by Swiss federal law if the Supplier has its head office in another country, to the exclusion of the conflict of law rules and of the Convention of the United Nations on the International Sale of Goods. (II) In the event of a dispute over the interpretation, execution, termination of the Contract, which could not have been settled amicably, (a) the parties shall submit the dispute to the competent court of the head office of ANTALIS or, at the discretion of ANTALIS, (b) the competent jurisdiction of the Supplier's head office with which the disputed order was placed, or (c) to arbitration according to the rules of the CCI Paris, or (d) to Geneva courts(III) The Supplier will act, for the execution of the Contract, as an independent professional and nothing in these general conditions can be interpreted as creating between the Supplier and ANTALIS a joint company, de facto or de jure, a participation, a partnership … The Supplier may not subcontract all or part of the order, nor transfer its rights and obligations by any means whatsoever without the prior written consent of ANTALIS. (IV) If any of these conditions were declared null or unenforceable, it will be deleted without resulting in the nullity of the entire Contract, all of the other clauses of which will remain in full force and it will be replaced by a provision valid fulfilling the same objective. (V) The non-application of one of its rights by ANTALIS cannot be interpreted as a waiver on its part to invoke it thereafter. (VI) The rights and remedies of ANTALIS appearing in these general conditions are cumulative of all future or existing rights resulting from law or common law. (VII)The Supplier will cooperate closely with ANTALIS in the implementation of its Corporate Social Responsibility program, such a commitment being essential. (VIII) Subject to compliance with a reasonable notice period, the Supplier accepts all audits and will respond to any request for an assessment of compliance with its commitments under the Contract.