PURCHASE ORDER TERMS AND CONDITIONS

These terms and conditions form an integral part of all purchase orders submitted by Rubis (“Purchaser”) and by accepting the attached Purchase Order (hereinafter referred to as “PO”), Supplier agrees to these terms and conditions.

TERMS AND CONDITIONS FOR GOODS/SERVICES

    • All goods and services (hereafter collectively referred to as “Goods”) furnished in performance of this PO shall be in accordance with the specifications/descriptions stated on the PO and the standards prescribed by law or in writing by a representative of Purchaser. In any event, Supplier shall perform such services in a safe diligent, skilful and workmanlike manner, in accordance with generally accepted industry practices and standards and applicable law and will utilize for such services competent and qualified personnel and equipment necessary to carry out its duties and responsibilities. Supplier shall provide Goods which are of merchantable quality and fit for purpose.
    • Invoices should be addressed to the representative of Purchaser issuing the PO and the relevant PO number should be quoted on the face of the invoice. In cases where Supplier uses multiple bank accounts, full payment instructions should be also quoted on the face of the invoice and said instructions should match banking details on Purchaser’s records with Rubis.
    • If Supplier is required by local law to collect any taxes (for e.g. Sales Tax) then Supplier’s Tax Registration Number shall be displayed on any invoice on which such tax is shown. The tax must be shown as a separate line item.
    • Unless otherwise specified on the PO, payment terms shall be NET 30 days and the period for payment terms will commence the day an acceptable invoice is received by Purchaser.
    • Where shipments originate outside of the Purchaser’s “Ship To” location, the following documents should be received by Purchaser at least three (3) days before the shipment arrives at the Purchaser’s port of destination.
      • Two (2) original Supplier’s invoices.
      • One (1) original bill of lading/airwaybill.
      • One (1) original Caricom Commercial Invoice.
      • One (1) packing list.
      • One (1) original certificate of origin (if applicable).
      • One (1) insurance certificate.
    • Supplier agrees that if any products sold, or services rendered, hereunder are asserted to infringe any patent, trademark, or copyright or to constitute unfair competition, Supplier will indemnify and save Purchaser, any company of which Purchaser is a subsidiary and such company’s subsidiaries and affiliates (hereinafter collectively referred to as “Company”) harmless from and against any loss, damage or liability from claims asserted or suits instituted against Company by any person or persons whomever, including all judgments rendered and all costs and reasonable attorney’s fees incurred in connection therewith, on account of the use or sale of such product or the acceptance and use of such service by Company, and Supplier further agrees to defend at Supplier’s expense all such suits.
    • Supplier, by accepting this PO, certifies that the Goods were produced or provided in compliance with all applicable labour laws and conform to all applicable safety and health regulations.
    • The price or prices set forth in this PO are not subject to increase, unless said price increase(s) are approved in writing by Purchaser; and any price reductions prior to shipment, shall be credited to Purchaser’s account.
    • Supplier, by accepting this PO, agrees to hold Purchaser free and harmless with regard to any costs, attorneys’ fees, penalties or awards incurred by, and/or assessed against, Purchaser by virtue of Supplier’s failure to comply with applicable law.
    • Warranty: Notwithstanding that Purchaser has inspected and accepted the Goods, Supplier shall guarantee the Goods for a period of up to twelve (12) months from the date of delivery to Purchaser and shall investigate the cause of faults and promptly repair to Purchaser’s satisfaction or replace without charge to Purchaser all or any part of the Goods found to be faulty by reasons of defective material, design or workmanship within the guarantee period. Purchaser shall dispatch the Goods for return carriage paid to Supplier and Supplier shall deliver the repaired Goods or replacement free of cost to the destination specified by Purchaser.
    • All of Supplier’s activities are those of an independent contractor, and Supplier, its employees, agents and representatives shall not be considered employees, agents or representatives of Purchaser. Supplier, as an independent contractor, shall be solely responsible for procuring processing and handling of personnel, including their salaries, wages and benefits under law.
    • Applicable Law and Dispute Resolution: The Purchase Order is under the law of the country where the Purchaser is located. In the event a dispute arises with respect to the interpretation or performance of, or the relationship created by, all or any part of this agreement, the Purchaser and Supplier shall attempt in good faith to resolve the dispute. If such efforts prove unsuccessful, then Purchaser and Supplier shall agree to consider the use of mediation, minitrial, arbitration or other alternative dispute resolution techniques prior to resorting to litigation. If mediation, minitrial, arbitration or other alternative dispute resolution techniques are utilized by then Purchaser and Supplier shall agree that no award or decision resulting therefrom shall include punitive damages.
    • Supplier undertakes to comply with the ethical and anticorruption rules defined in the Rubis Group Code of Ethics available on the website at www.rubis.fr. Rubis Group Code of Ethics can be made available to Supplier upon Supplier’s request. In particular, Supplier undertakes to comply and ensure compliance by its employees and its key contractors and/or suppliers with:
      • The applicable labour legislation, and in particular, the prohibition of the use of child labour or any form of forced labour;
      • Health and safety rules for employees and environmental protection rules in force at Purchaser’s facilities;
      • The prohibition of any form of fraudulent activity within the framework of contractual relations;
      • The prohibition of all forms of corruption (public, private, passive or active) including the offer or gift of money, bribes, inducements or any other unjustified service or advantage proposed or received with the intention of influencing the conduct of a person with a view to obtaining preferential treatment, inducing a favourable decision or influencing the outcome of a negotiation; and
      • The applicable national and international laws imposing economic and/or financial sanctions (embargoes) on natural and/or legal persons.

      Purchaser reserves the right to terminate this PO if the Supplier violates this Section 13.

    • Supplier shall defend, indemnify, release and hold harmless Purchaser from and against any and all loss, damage, injury, liability, demands and claims for injury to or death of any person (including an employee of Supplier or Purchaser) or for loss of or damage to property (including Supplier’s or Purchaser’s property) in each case whether directly or indirectly resulting from or arising out of Supplier’s (or its subcontractors’) performance and/or breach of this PO. The indemnity in this Section shall not apply where loss, damage, injury, liability, death or claim is the result of the sole negligence or wilful misconduct of Purchaser.
    • Should the Purchaser and Supplier have previously executed any service agreement or purchase agreement with respect to the provision of the Goods under this PO, the terms and conditions thereof shall take precedence over these Terms and Conditions.