GENERAL PURCHASE CONDITIONS – ABIONYX
ARTICLE 1 – SCOPE
1.1 These General Terms and Conditions of Purchase include this document as well as all its annexes ("GTC"). The GTC are automatically applicable to any order form or order or purchase ("Order form") issued by ABIONYX or any of its subsidiaries as the case may be ("ABIONYX") for the provision of intellectual services ("Services") or goods ("Goods") As defined in the said Order Form. The Order Form and these GTC thus form an indivisible whole; it being specified that ABIONYX contracts both in its own name and on its own behalf and for the benefit of each of its members, present or future, of their present or future subsidiaries.
1.2 The “Supplier”, understood as the signatory hereof or having tacitly accepted them since their last update, the date of which appears at the top of these presents, acknowledges that ABIONYX, under the “Contract” as defined in article 1.3 hereof does not have the quality of a professional.
1.3 The Contract is made up of the following contractual documents: (i) these GTC accepted by the Supplier (ii) the Order Form accepted by the Supplier and (iii) the summary defining the Services or the Goods drawn up by ABIONYX or failing that , the Supplier's commercial proposal or failing that, the Supplier's quote, excluding general sales conditions. In the event of a contradiction between the various documents constituting the Contract, the documents shall prevail in their order of enumeration. Any modification of the Contract is only effective if it is formalized by a written amendment signed by ABIONYX and the Supplier (the "Parties" or individually a "Party").
By accepting the Purchase Order, the Supplier declares to have read all of these documents, as well as the technical, legal and organizational environment of ABIONYX. As such, he declares having had the opportunity to formulate within the time limits set by the order form acceptance procedure, all his observations concerning the documents, as well as, concerning the Services, the environment and the scope of these latest and have been able to obtain all the necessary information. It is therefore forbidden to invoke any deficiency whatsoever in the needs expressed by ABIONYX to exonerate itself from its own responsibility in the performance of Services or the supply of Goods in accordance with the needs of ABIONYX.
1.4 All the provisions of the Contract constitute the entire agreement between the Parties and replace and cancel all negotiations, commitments, oral or written communications and prior agreements between the Parties relating to the Services.
1.5 In addition, the Parties acknowledge that these GTC take precedence over their own general conditions of sale or over any other document liable to contradict, in whole or in part, directly or indirectly, any of the provisions hereof.
ARTICLE 2 – CONCLUSION OF THE CONTRACT - DURATION
2.1 Any order is the subject of an Order Form drawn up and sent to the Supplier by ABIONYX and to which these GTC are attached or which apply automatically by the sole reference to the website or the application of ABIONYX to the date of their last update. Any commencement of the performance of the Services or the implementation of the order for the Goods implies acceptance by the Supplier of these terms and conditions of the said Order Form.
2.2 Unless otherwise stipulated in the Purchase Order, the Contract shall enter into force on the date of dispatch of the Purchase Order to the Supplier expires when all the obligations incumbent on the Parties under it are fully performed.
ARTICLE 3 – PERFORMANCE OF THE CONTRACT
3.1 As a professional, the Supplier undertakes to comply with its general obligation to provide advice and information throughout the execution of the Contract.
3.2 The Supplier guarantees the compliance of the Services and / or Goods (i) with the provisions of the Contract, (ii) with the needs of ABIONYX, (iii) with the applicable technical provisions, (iv) with the standards in force in France as well as 'to the rules of art’. Regarding the delivery of Services, the Supplier undertakes by virtue of an obligation of result on the respect of the deadlines indicated in the Contract and, where applicable, on the material delivery of the deliverables described in the Order Form.
3.3 Regarding the provision of Services, the Supplier implements all the technical and human resources necessary for the proper performance of the Services. It is understood that it is the Supplier's sole responsibility to ensure that any investments that it should make to acquire such technical and human resources are in line with its commercial and internal management policy. The Supplier thus acknowledges that ABIONYX cannot be held responsible in any way for the investments made by the Supplier, whether or not ABIONYX is aware of such investments. The Supplier undertakes more particularly to assign to the performance of the Services qualified personnel with significant skills and experience appropriate to the Services. It is understood that ABIONYX may ask the Supplier to replace one of its employees assigned to the Services as soon as possible, for legitimate reasons. The personnel of the Supplier remains in any event under the exclusive subordination of the Supplier, which retains the status of exclusive employer with regard to the latter. As such, the Supplier ensures that its employees, when they are called upon to work on the ABIONYX site, comply with all the rules, in particular health and safety, in application on said site, and in particular the application of the most restrictive COVID requirements.
3.4. It is expressly agreed between the Parties that, in the event that ABIONYX makes technical means available to the Supplier for the performance of the Services, the Supplier may under no circumstances use these elements for the benefit of third parties. In the event of non-compliance by the Supplier with these stipulations, ABIONYX reserves the right to terminate this Contract without notice without prejudice to any claim for damages.
3.5 The Parties will inform each other as soon as possible of any significant event likely to have an impact on the performance of the Services or on the supply of the Goods and will jointly determine, if necessary, the appropriate solution to any difficulty encountered, and this, in order to allow ABIONYX to take the necessary decisions.
3.6 ABIONYX may request a modification of the terms of the Order Form at any time. The Supplier undertakes to make its best efforts to respond favorably, it being understood that only the demonstration of a material impossibility or of a significant negative impact on the conduct of the Supplier's business may justify a refusal. If necessary, the price defined in the Contract may be readjusted by mutual agreement.
3.7 The Supplier is responsible for compliance with the obligations of this article 3 by any subcontractors.
ARTICLE 4 – FOLLOW UP OF THE SERVICE AND AUDIT
4.1 At ABIONYX's request or in application of the provisions of the Contract, the Supplier sets up follow-up meetings. These meetings make it possible in particular to take mark of the progress of the Services and to resolve any problems encountered. The operational representative and privileged interlocutor of each of the Parties designated in the Contract and any person deemed useful in view of the agenda attend these meetings. The decisions taken during these meetings, even those adopted by mutual agreement, may in no case modify the Contract, unless they are ratified by an amendment.
4.2 Subject to compliance with a notice period of five (5) calendar days following notification, ABIONYX reserves the right to perform or have performed by a third party, during the performance of the Contract and within twelve (12) months following its end for any reason whatsoever, an audit concerning the performance of the Services or the supply of Goods by the Supplier and any subcontractors. The purpose of this audit is to ensure that the Supplier complies with its legal and contractual obligations, as well as its commitments in terms of quality. The Supplier undertakes to collaborate in good faith during this particular audit by answering any questions and granting access to its premises during working hours. Following this audit, a report will be drawn up which, if it discloses any breaches of the Supplier, will result, depending on the breaches noted: either (i) immediate termination of the Contract for fault without prejudice to any claim for damages, or ( ii) where applicable, the establishment by the Supplier of an action plan subject to validation by ABIONYX. The successful implementation of the action plan will have to be the subject of contradictory observations. If the Parties fail to reach an agreement on this action plan or if the Supplier fails to comply with the action plan, ABIONYX will be entitled to terminate the Contract as of right under the conditions provided for in article 16.1.
ARTICLE 5 – DELIVERY OF THE GOODS, TRANSFER OF OWNERSHIP
5.1 On the day of shipment of the Goods, the Supplier must send ABIONYX a delivery slip containing the information given on the Order Form. A duplicate of this slip must accompany the Goods.
5.2 The Supplier delivers to the address and time mentioned in the Contract. Unless otherwise provided in the Contract, handling equipment is provided by the Supplier.
5.3 Unless the Contract expressly states that ABIONYX can only benefit from the enjoyment of the Goods, ownership of the Goods is transferred to ABIONYX in return for payment of the price mentioned in the Order Form and this transfer is deemed to be then be carried out on the date of entry into force of the Contract. Notwithstanding this transfer, the Supplier is responsible for any loss or damage to the Goods up to the moment of transfer of risk; it being specified that, unless otherwise stated in the Contract, it takes place upon completion of the delivery to the premises of ABIONYX, that is to say from the moment when the latter has effective custody of it.
5.4 Unless otherwise specified, the packaging, loading and securing for the transport of the Goods are carried out by the Supplier under its responsibility. The Goods must be shipped with sufficient protection so that they do not suffer any deterioration during loading, transport and storage. The Supplier bears all the consequences of a defect, insufficiency or inadequacy of protection, packaging or marking of the Goods. As such, the Supplier must in particular replace, within the deadlines indicated by ABIONYX and at its expense and risk, the lost or damaged Goods.
ARTICLE 6 – PRICE
The Services and / or the Goods are invoiced in accordance with the prices indicated in the Contract, it being specified that, unless otherwise stipulated therein, the Goods are delivered free of postage and packaging. These prices are understood to include all costs (including any customs and other applicable taxes) with the exception of the VAT applicable on the day of invoicing and are only revisable to the extent that the Contract expressly provides for it. Any additional costs or charges, of any nature whatsoever, must be the subject of the prior written agreement of ABIONYX.
ARTICLE 7 – INVOICING AND PAYMENT
7.1 The Supplier undertakes to prepare invoices in accordance with Article 7.2 hereof and more generally with the laws and regulations in force. Failing that, the invoices are deemed to be non-compliant and ABIONYX may return them to the Supplier. This then forfeits its right to be paid on the contractually scheduled date. For Services extending over several months, it is understood that monthly invoicing will be implemented.
7.2 Invoices must be sent to ABIONYX, in duplicate, at the following address: 8 rue Vernier 75017 PARIS FRANCE. Invoices must indicate the following elements appearing in the Purchase Order: name of the applicant / prescriber, 8-digit budget charge code, Purchase Order reference number, intra-community VAT number.
7.3 Unless otherwise provided, payment is made, subject to full compliance with contractual conditions by the Supplier, forty-five (45) days end of month, date of invoice. ABIONYX reserves the right to set off debts due and amounts due.
7.4 Any amount unpaid on its due date, as it results from the above provisions, may give rise to the invoicing by the Supplier of late interest calculated at the legal interest rate.
ARTICLE 8 – DELIVERY DATES – PENALTIES
The deadlines for performance of the Services and / or delivery of the Goods stipulated in the Contract are imperative and their respect constitutes a substantial element of ABIONYX's commitment. As such, the Supplier acknowledges that it is bound to respect them by an obligation of result. To exonerate itself from its liability, the Supplier must demonstrate that it is not exclusively responsible for non-compliance with its obligations. Unless otherwise provided, the execution deadlines begin to run the day after the day on which ABIONYX sends the Order Form. With regard to the Services, the Parties must inform each other of any significant incident that could compromise the meeting of these deadlines. Regarding the delivery of Goods, in the event of non-compliance with the deadlines, ABIONYX reserves the right at its choice to (i) maintain the Contract and apply, without prior notice, a daily contractual penalty, not discharging and non-exempt and equal to the lesser amount between one hundred euros (100) and 3% of the amount excluding tax of the Contract, within the limit of a ceiling equivalent to 15% of the price excluding tax of the Contract, or (ii) obtain supplies in whole or in part with another supplier at the expense and risk of the Supplier. In the event of delay in the performance of the Services, a daily contractual penalty, non-discharging and non-exempt and equal to the lower amount between one hundred euros (100 €) and 3% of the price excluding tax of the Contract is automatically applied without any deposit. in advance by any means, within the limit of a ceiling equivalent to 15% of the price excluding tax of the Contract. The penalty payments are directly deducted from the amounts due by ABIONYX or failing that, are invoiced to the Supplier.
ARTICLE 9 – RECEIPT
The purpose of the acceptance procedure is to verify the compliance of the Services and / or Goods with the terms of the Contract and the needs of ABIONYX. The pronouncement of the reception cannot be tacit.
9.1 Reception of Services. The Supplier undertakes to provide ABIONYX with the technical and / or human resources necessary for the proper performance of reception operations. If ABIONYX cannot take delivery of the Services due to non-compliance, it informs the Supplier of its reservations by any written means. The Supplier undertakes to correct the non-conformities, subject to reservations, within a reasonable period defined by ABIONYX. In any case, the Services can only be considered as received after the transmission by ABIONYX of a written document attesting to the lifting of any reservations that may be noted. Without prejudice to the application of the provisions of article 1223 of the Civil Code, in the event that the reservations are such that ABIONYX cannot pronounce either receipt or receipt with reservations, the Services are rejected and ABIONYX may request reimbursement of all sums already paid to the Supplier.
9.2 Receipt of the Goods. If ABIONYX cannot take delivery of the Goods due to non-compliance, it informs the Supplier of its reservations by any written means and reserves the right, within the deadlines defined in writing, to demand, in addition the other penalties provided for in the Contract, (i) the replacement of non-conforming Goods (ii) or (ii) that the Supplier carries out repair or correction operations and, in the event of refusal by the latter, to have carried out, in at a reasonable time and cost, these operations by a third party at the expense and risk of the Supplier. In any event, the Goods can only be considered as received after the transmission by ABIONYX of a written document attesting to the receipt of the Goods without reservation or the lifting of any reservations that may be noted. Without prejudice to the application of the provisions of article 1223 of the Civil Code, in the event that the reservations are such that ABIONYX cannot pronounce either receipt or receipt with reservations, the Goods are rejected and ABIONYX may request reimbursement of all sums already paid to the Supplier. Where applicable, the Supplier undertakes to remove the non-conforming Goods within a maximum period of (72) seventy-two working hours from the moment when it has been notified of this non-conformity, failing which they will be returned to it. at its own expense and risk. In addition, where applicable, the penalties provided for in Article 8 remain due to ABIONYX. Notwithstanding the foregoing, ABIONYX reserves the right to claim damages for the damages suffered.
ARTICLE 10 – WARRANTY
10.1 In the event that the Good is concerned by the requirements of United States regulations relating to the free movement, export and re-export of the said Good, the Supplier guarantees that it has first ensured that these requirements are met. . To this end, the Supplier guarantees that it has obtained the necessary export licenses and approvals from the United States Administration.
10.2 Unless otherwise provided by law or contract, the Supplier guarantees the Goods for one year from the date of receipt; it being understood that this contractual guarantee is separate and not exclusive from the legal guarantee provided for by articles 1641 and following of the Civil Code.
10.3 As soon as possible following the discovery of an anomaly or a defect in the Goods, ABIONYX informs the Supplier in writing, indicating the nature of the anomaly or defect. The Supplier is required to carry out at its expense, as soon as possible, any replacement, repair, modification and / or adjustment necessary to maintain the characteristics and performance of the Goods. In the event of non-compliance with the above provisions, ABIONYX reserves the right to have them performed by a third party at the expense and risk of the Supplier. Any repair of the Goods under the warranty extends the warranty for a period equal to that of the repairs of the defective Goods. Any replacement of a defective good opens a new warranty period of one year from receipt of the replaced good. ABIONYX may also, at its option, ask the Supplier for reimbursement of defective or non-conforming Goods in lieu of their repair or replacement. In this case, he returns the defective or non-conforming Goods to the Supplier, at the latter's expense and risk. In addition, the Supplier provides for a period of at least ten years from final acceptance, the supply of any spare part necessary for the use of the Goods or for maintaining their performance.
10.4 The Supplier guarantees that at the date of the transfer of ownership, it was indeed the holder of the property rights over the Goods and that there is nothing to prevent the latter from having been sold. In the event of rental, provision or operation by ABIONYX, without there having been a transfer of ownership, the Supplier guarantees that it is indeed the holder of the property rights over the Goods and / or, the if applicable, duly authorized to allow ABIONYX to enjoy the Goods peacefully. Consequently, it guarantees ABIONYX against any demand or claim brought by third parties, in particular on the grounds that the Goods constitute an infringement of the rights of third parties (“Action”). Thus, ABIONYX must not suffer any prejudice as a result of these Actions. If necessary, he must be fully compensated for this fact. The Supplier shall, where applicable, indemnify ABIONYX for all the financial consequences of all damages, losses, debts, costs or costs of any kind (including legal costs and fees and legal costs as resulting court decisions and sentences rendered, if applicable), incurred by any ABIONYX entity in relation to a Action. In this context, ABIONYX undertakes to inform the Supplier, as soon as possible, of any request, complaint or proceeding presented or initiated for such a reason, by judicial or extrajudicial means, and to provide the Supplier with the documents and information. in its possession in connection with the Action as well as the assistance required for its defense. In the event of an Action, the Supplier must, at its expense, at ABIONYX's option, as soon as possible: - obtain authorization for ABIONYX to continue using the disputed elements; or - provide ABIONYX with a replacement solution.
ARTICLE 11 – SUB CONTRACTORS
Without the prior written consent of ABIONYX, the Supplier may not subcontract the performance of the Contract. In any event, in the event of subcontracting, the Supplier remains fully responsible for its subcontractors and guarantees ABIONYX and will indemnify it against any direct payment recourse made against it by a subcontractor.
ARTICLE 12 – INTELLECTUAL PROPERTY
12.1 In the absence of prior written agreement from ABIONYX, the Supplier may under no circumstances reproduce, represent, refer to or use, in any way whatsoever, the names and logos of ABIONYX, of any members of ABIONYX or their subsidiaries.
12.2 The Supplier transfers, on an exclusive basis, all intellectual property rights attached to the results of the Services, namely without this list being exhaustive, the developments, interfaces, plans, studies, analyzes, presentations, reports and their presentation media. delivered during the performance of the Services ("Results"), as and when they are performed and regardless of the state of completion. The rights of reproduction, representation, distribution, adaptation, translation, decompilation, modification, exploitation free of charge or against payment, by assignment or rental, without limitation of scope or destination, are thus assigned. both in France and abroad. All of these acts can be carried out on the Internet or not, on any current or future medium (in particular paper, analog, digital) and by any means known or unknown to date, in any language and for any use. All the rights assigned can be exercised by ABIONYX, its members, its clients, its partners or third parties. This assignment is granted for the entire legal term of copyright protection. The remuneration for this transfer is fully included in the price of the Services.
12.3 In the event that the Supplier is required to involve third parties in the achievement of the Results, it guarantees to ABIONYX that it has obtained from said third parties the rights necessary to allow the complete transfer of the Results as provided for in article 12.2.
12.4 The works and inventions protected and / or likely to be protected in application of legal provisions, French or foreign, relating to intellectual property as well as the methods, techniques and know-how are called Pre-existing Works, when they were developed prior to the Contract or independently of the Services, by one or other of the Parties. This definition does not include the brands and logos of ABIONYX and the Supplier. Pre-existing Works remain the property of the Party holding the rights. However, the Supplier grants ABIONYX an irrevocable and non-exclusive right to use the Pre-existing Works included in the Results, for the legal term of copyright protection and for the whole world.
12.5 The Supplier is informed that ABIONYX, due to the organization of its network, supports restrictions in the use of solutions incorporating elements developed under a free or "open source" license. It is therefore agreed that the Supplier undertakes that the Results, Pre-Existing Works or any other element for which it grants rights to ABIONYX, under the Services, do not contain elements developed in open source. Where applicable, he must have informed ABIONYX beforehand and obtained his express prior consent for the use of each of the "open source" components. The Supplier understands the essential character of compliance with this obligation. The violation by the Supplier of the terms of this article will constitute a reason for automatic termination of the Contract by ABIONYX, for default by the Supplier.
12.6 The Supplier guarantees ABIONYX against any request or claim brought by third parties on the grounds that all or part of the Results and / or Services provided by the Supplier and / or one or more of the means implemented under the Contract constitute an infringement of the rights of third parties (“Action”). Thus, ABIONYX must not suffer any prejudice as a result of these Actions. The Supplier shall, where applicable, indemnify ABIONYX for all the financial consequences of all damages, losses, debts, costs or costs of any kind (including legal costs and fees and legal costs as resulting court decisions and awards rendered, if applicable), incurred by any ABIONYX Entity in relation to a Share. In this context, ABIONYX undertakes to inform the Supplier, as soon as possible, of any request, complaint or proceeding presented or initiated for such a reason, by judicial or extrajudicial means, and to provide the Supplier with the documents and information in question. its possession in connection with the Action as well as the assistance required for its defense.
In the event of an Action, the Supplier must, at its expense, at ABIONYX's choice and within deadlines compatible with the obligation of continuity of operation of the Results: - modify all or part of the disputed element in order to avoid the claim of the third party, or; - obtain authorization for ABIONYX to continue using the disputed elements, or; - provide ABIONYX with a replacement solution provided that it does not have the effect of affecting the activity of ABIONYX.
ARTICLE 13 – CONFIDENTIALITY
ABIONYX reminds that some of its members must respect a legal obligation of professional secrecy and more generally, for its other members, strict contractual obligations of confidentiality on all information and data of their clients. The Parties agree that the terms "Confidential Information (s)" cover any information or data communicated in the context of the preparation, negotiation or execution of the Contract. As such, all the documents provided by ABIONYX to the Supplier are part of the Confidential Information. The Supplier undertakes from the communication of the Confidential Information and for ten (10) years from the end of the Contract, whatever the cause, that the Confidential Information it receives: - are protected and kept strictly confidential and are treated with the same degree of care and protection as that which it grants to its own Confidential Information; - are transmitted only to members of its staff or that of any subcontractors who have to know it and are only used by the latter for the purpose defined by the Contract; - may not be used, totally or partially, for any purpose other than that defined by this article without the prior written consent of ABIONYX; - are not disclosed, directly or indirectly, to any third party or to any person other than those mentioned above.
Information is not confidential: - entered into the public domain; - of which the Supplier can demonstrate that he was already aware of it before entering into a relationship with ABIONYX; - lawfully received from a third party, without restriction or violation of this article; - the use or disclosure of which has been previously authorized in writing by ABIONYX. The Supplier is responsible for compliance with these confidentiality obligations by its agents and any subcontractors. In addition, the Supplier is informed that, because of its membership of a global network, ABIONYX is organized in such a way that a certain number of functions which intervene in support of its activity are pooled, such as IT, invoicing, etc. reprography, archiving, management of its conflicts of interest and compliance with its legal and regulatory obligations (such as the fight against corruption or the management of its obligation of independence vis-à-vis its suppliers to of which an entity that is a member of the ABIONYX network (“ABIONYX Entity”) is an auditor). Consequently, the Supplier acknowledges that certain information and / or personal data (such as names, addresses, or any information processed via IT infrastructures, such as for example mailboxes and back-up servers) may be communicated to INEA Entities. CONSULTING in charge of these functions or their own service providers, to carry out any operation / processing necessary for the implementation of the services entrusted to them. In addition, ABIONYX may use this information and / or personal data to inform the Supplier about the ABIONYX services and for the purposes of conducting surveys (e.g.: surveys for benchmarking purposes, etc.). These processing purposes are hereinafter collectively referred to as the “Processing purposes”. In all cases, ABIONYX is and remains solely responsible vis-à-vis the Supplier for compliance with the confidentiality commitment entered into under the terms of the Contract.
ARTICLE 14 – LIABILITY – INSURANCES
14.1 the Contract resulting from its breach or that of its employees and any subcontractors; it being understood that in order to be exempt, even partially, from this liability, it is up to him to demonstrate that a breach of ABIONYX or the occurrence of a case of force majeure is the sole cause of the damage.
14.2 The Supplier undertakes to take out and maintain in force the insurance necessary to cover its professional civil liability with a well-known solvent insurance company. Regarding the supply of Goods, the Supplier further agrees to take out and maintain in force the insurance necessary to cover the transport of goods with a reputable insurance company. The Supplier provides, on first request, a certificate confirming that it is up to date with the payment of its premiums and justifying the guarantees subscribed as well as their amount.
ARTICLE 15 – FORCE MAJEURE
The Parties cannot be held liable in the event of force majeure. By force majeure is meant any event as defined in article 1218 of the Civil Code. Upon the occurrence of such an event, the Party invoking it shall notify the other Party by registered letter with acknowledgment of receipt, setting out the facts. In the absence of agreement on the measures to be taken and if the situation of force majeure continues for more than fifteen (15) days from its notification, ABIONYX may terminate all or part of the Contract without notice by sending a registered letter with acknowledgment of receipt.
ARTICLE 16 – TERMINATION
16.1 In the event that the Supplier fails to fulfill any of its obligations, the Contract may be terminated automatically by ABIONYX according to the following procedure: ABIONYX will send the Supplier a letter of formal notice by registered letter with request for Notice of receipt. If at the end of a maximum period of fifteen (15) days (except for a shorter period provided for by the said formal notice) from the first presentation of this formal notice, it remains unsuccessful, ABIONYX may terminate the Contract as of right and with immediate effect, by any written means, without prejudice to any damages that may be requested from the Supplier in compensation for the damage suffered.
16.2 ABIONYX may also terminate the Contract, without compensation, by sending a registered letter with request for acknowledgment of receipt (i) in the event of the penalty limit set in article 8 being reached or in the event of failure to comply with Articles 13, 18 or 19.2, without prejudice to the damages that could be requested from the Supplier in compensation for the damage suffered or (ii) in the event of collective proceedings initiated against the Supplier subject to the mandatory laws applicable in matter.
ARTICLE 17 – UNAUTHORIZED WORKFORCE
17.1 The Supplier guarantees to be in full compliance with social and fiscal legislation, in particular with regard to the provisions of the Labor Code relating to the offense of bargaining, undeclared work or clandestine work, and to have paid the corresponding sums (taxes, duties, contributions).
17.2 The Supplier undertakes to provide ABIONYX or any service provider appointed by ABIONYX, at the entry into force of the Contract and every six months until the end of its execution, by electronic means following the instructions of ABIONYX (except prior dispensation from ABIONYX), the documents provided for by the Labor Code and in particular by Articles D. 8222-5 and D. 8254-2. Documents and certificates must be drawn up in French or be accompanied by a translation into French which will prevail in the event of contradiction. The Supplier undertakes to obtain these same commitments from any subcontractors.
ARTICLE 18 – PERSONAL DATA
18.1 Compliance with the Personal Data Regulations Within this article 18, the terms "processing", "subcontractor", "data subjects", and "personal data" have the meaning given by Regulation (EU) 2016/679 of European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter, the “GDPR”). The Parties undertake to respect the applicable law and professional regulations, in particular (without this being exhaustive), the law n ° 78-17 of January 6, 1978, as amended, relating to data processing, files and freedoms and, from May 25, 2018, the GDPR (the “Personal Data Regulation”).
18.2 Processing implemented by the Supplier on behalf of ABIONYX as part of the delivery of the Services The Supplier acting as a subcontractor within the meaning of the Personal Data Regulations, certifies that it presents sufficient guarantees in terms of security and confidentiality and undertakes to act in accordance with the documented instructions of ABIONYX on personal data, as well as to implement the security and confidentiality measures communicated by ABIONYX and / or the measures in accordance with the best practices of Protection of personal data.
ARTICLE 19 – ETHICS AND SUSTAINABLE DEVELOPEMENT
19.1 The Supplier undertakes to respect the commitments of ABIONYX in terms of excellence in the environmental, social and societal fields. As such, it must ensure: - compliance with regulations in the health and safety fields, as well as in the well-being of workers and the protection of minors and children; to the exclusion of any form of discrimination within its company or towards its subcontractors; - respect for the environment, both in terms of design, manufacture and use and destruction or recycling of products used as part of the Services or for the supply of the Goods. Where applicable, the Supplier must provide ABIONYX, at first request, with any information enabling it to establish and analyze its carbon footprint, in particular in order to meet its obligations under Article L. 229 -25 of the Environmental Code.
19.2 The Supplier guarantees to be in compliance with the applicable anti-corruption regulations, in particular the legal and regulatory provisions resulting from Law No. 2016-1691 of December 9, 2016 known as “Sapin 2” (“Anti-Corruption Regulation” ). Furthermore, the Supplier undertakes to respect throughout the duration of the Contract and to ensure that its employees, any subcontractors or other co-contractors comply with the provisions of the anti-corruption charter ("Charter") annexed to this Contract. In particular, he must inform them of the prohibition on receiving or offering any gift in connection with the Services or the supply of the Goods, in order to facilitate the conclusion or performance of the Contract. To this end and to prevent any action or omission that could make ABIONYX responsible for a breach of the Anti-Corruption Regulations, the Supplier confirms that it has put in place adequate internal procedures. He undertakes to maintain, apply and enforce them throughout the duration of the Contract. Where applicable, ABIONYX must be immediately alerted to any breach or suspicion of breach of the rules defined in the Charter. At ABIONYX's request, which can be presented at any time, the Supplier will communicate its internal procedures to it and, if necessary, must justify their correct application. The Supplier guarantees ABIONYX against any recourse formulated against it resulting from the violation by the Supplier, its employees, any subcontractors or other co-contractors of the Anti-Corruption Regulations. As such, the Supplier shall indemnify ABIONYX and, where applicable, the ABIONYX Entities, as well as their partners, members, shareholders, directors, officers, partners, directors or employees, for all losses, damages or costs (including in particular the costs and disbursements) resulting from such violation.
ARTICLE 20 – TRANSFER
The Contract may not be the subject of a total or partial assignment by one of the Parties without the prior written consent of the other Party. As an exception to the provisions of this article, the Supplier expressly authorizes ABIONYX to transfer at any time, all or part of its rights and obligations arising from the Contract to any ABIONYX Entity in France. In such a case, from the notification of the said transfer, or once the Supplier has taken note thereof, in particular by continuing to perform the Contract with the transferee, the ceding ABIONYX Entity is released from its obligations under of the contract.
ARTICLE 21 – INDEPENDANCY – CONFLICT SEARCH
ABIONYX, as a member of a multidisciplinary network comprising in particular accountants, lawyers and auditors, is subject to the rules of independence of these regulated professions. These rules stipulate that an ABIONYX Entity may not establish a business relationship that could affect the independence or threaten the appearance of independence of an ABIONYX Entity. Consequently, an ABIONYX Entity cannot sign or continue to perform a contract with a third party who refuses to provide the requested information concerning him in order to allow ABIONYX to assess any situation that could affect the independence of an ABIONYX Entity. In the event that a conflict of interest or a problem of independence arises or is brought to the attention of ABIONYX during the execution of the Contract, ABIONYX will inform the Supplier and seek with him the most appropriate solution. more suited to the situation, in compliance with the applicable rules. In such a situation, ABIONYX reserves the right to terminate, in whole or in part, the Contract, upon written notification to the attention of the Supplier, if it reasonably considers that the continuation thereof would no longer allow it to be in compliance with applicable law and / or professional obligations.
ARTICLE 22 – MISCELLANEOUS
22.1 The Parties accept and recognize that an original of this document shall constitute its version signed in a dematerialized manner by the Parties in application of the following process: - For ABIONYX: affixing an electronic signature or an electronic certificate; - For the Supplier: affixing an electronic signature according to the solution made available to him by ABIONYX. The document thus signed may be validly opposed to the Parties and produced in court as a literal proof, once it has been kept in satisfactory conditions of dematerialized archiving by the Party, invoking the benefit.
22.2 The Parties agree that electronic means of communication may be used to correspond or transmit information; such use will not in itself constitute a breach of any obligation of confidentiality under the Agreement. For the performance of the Services, the Supplier undertakes that its staff and those of its subcontractors assigned to the performance of the Services use only electronic means of communication associated with professional accounts, to the exclusion in particular of any use of personal email boxes or personal accounts associated with collaborative platforms, discussion spaces, forums or social networks.
In addition, if the Services require the use of ABIONYX IT resources or access to ABIONYX information systems by its staff or those of its subcontractors, the Supplier undertakes to ensure that these the latter comply with the applicable internal rules, including in particular the IT charter in force as well as any instructions communicated to this effect by ABIONYX. The violation of this commitment will constitute a reason for immediate and automatic termination by ABIONYX of the Contract.
22.3 If one of the provisions of the Contract is found to be unlawful, the other provisions will remain in force and will retain their full effect, to the full extent provided by law.
22.4 If, during the term of the Contract, unforeseeable circumstances or events not envisaged at the time of the conclusion of the Contract occur and significantly modify the general balance, the Parties will come together to examine together their consequences on the Contract, without prejudice to the fulfillment of their respective obligations. If necessary, the Parties may decide by mutual agreement to renegotiate the terms in order to restore the initial balance of the Contract. Notwithstanding article 1195 of the Civil Code, the Parties agree to exclude unilateral recourse to the judge to revise the Contract or to terminate it.
22.5 No waiver of invoking the Contract, or even failure to perform the obligations arising therefrom, can be presumed, unless the waiving Party has notified the other Party in writing of its consent or waiver.
22.6 All the provisions of the Contract which, by nature, are intended to apply beyond the end of the Contract, for any reason whatsoever, will survive for this purpose in particular those of articles 12, 13, 14, 18, 19.2 and 24.
ARTICLE 23 - COMPLIANCE, AUDIT AND MARKET REGULATIONS.
COMPLIANCE AND AUDIT. The Supplier warrants that its performance of the Services will comply with all applicable laws and regulations, including but not limited to those relating to anti-bribery and corruption and data privacy, and the Supplier shall not do, or omit to do, any act that will cause ABIONYX to be in breach of any such laws or regulations. Further, the Supplier undertakes to comply with the latest version of the ABIONYX ethical provisions, which is available on ABIONYX’s website at www.ABIONYX.com, during the term of the Agreement and/or Purchase Order. Upon ABIONYX’s request, ABIONYX may audit or appoint a third party to audit the Supplier and any subcontractor engaged in providing the Services, to assess if the Supplier complies with the ABIONYX ethical provisions. The Supplier shall, without delay, provide ABIONYX or the third party access to all information and documentation relevant for the audit. The Supplier shall ensure that any subcontractor engaged by the Supplier agrees to be audited on the same terms and conditions as stated in this clause10. Each Party shall bear its own costs in connection with the audit.
MARKET REGULATIONS. The Supplier expressly acknowledges that ABIONYX is listed on a regulated market exchange (eg EURONEXT) and is thus subject to applicable laws and stock exchange regulations, in particular with regard to transparency rules. The Supplier accordingly understands and agrees that since it may have access to inside information (i.e., information that is (i) specific, (ii) non-public and (iii) likely to have a material effect on the market price of securities if and when made public, i.e., that a reasonable investor would consider material in deciding whether to buy, hold or sell securities), it must comply with applicable securities laws and regulations, which provide, in particular, that certain uses of inside information, communication of inside information or manipulation of the market price of any securities constitute a criminal offence.
ARTICLE 24 – APPLICABLE LAW – DISPUTE RESOLUTION
The Contract is governed by French law. IN THE EVENT OF A DISPUTE RELATING TO THE FORMATION, EXECUTION OR INTERPRETATION OR TERMINATION OF THIS CONTRACT AND FAULT OF AMICABLE SETTLEMENT WITHIN THIRTY (30) DAYS OF ITS OCCURRENCE, THE COURT OF GRANDE INSTANCE DE TOULOUSE WILL BE SOLELY COMPETENT, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR CALL IN WARRANTY, INCLUDING EMERGENCY OR CONSERVATORY PROCEEDINGS.
ABIONYX GENERAL PURCHASE TERMS AND CONDITIONS EFFECTIVE DATE: MAY 12th, 2022