Terms and Conditions of Purchase - WGC France
General Terms and Conditions of Purchase
Westlake Compounds France and its affiliates, hereinafter referred to as the purchaser ("Purchaser")
General provisions
1.1 These General Terms and Conditions of Purchase apply to the entire supply of the Buyer, whether purchases, work orders, etc. (hereinafter referred to as "procurement"); In the case of an ongoing business relationship with the Contractor, these Terms of Purchase apply to all contracts concluded within the scope of this business relationship. These General Terms and Conditions of Purchase apply to any other provision for which no individual agreement exists. Individual agreements require written form.
1.2 These General Terms and Conditions of Purchase apply exclusively; The general terms and conditions of the Contractor that contradict or derogate from these General Terms and Conditions of Purchase shall not apply, unless the Buyer has expressly accepted their applicability in writing. These General Terms and Conditions of Purchase also apply if the Buyer accepts the Contractor's deliveries without reservation, although the Contractor's General Terms and Conditions are in contradiction with or deviate from these General Terms and Conditions of Purchase.
1.3 All agreements between the buyer and the contractor must be in writing.
1.4 These General Terms and Conditions of Purchase apply only to professionals and not to consumers.
1.5 If one or more provisions of these General Terms and Conditions of Purchase become totally or partially invalid at any time, the other provisions of these General Terms and Conditions of Purchase shall remain fully applicable.
1.6 All supplies and services must comply with all applicable provisions, laws and regulations (hereinafter referred to as "Regulations"), including, without limitation, safety and security regulations (including regulations relating to the security of the international supply chain, such as Article 28(1)(d), of Commission Implementing Regulation (EU) 2015/2447), safety at work and in factories, and protection of health and the environment. All supplies and services must conform to the specifications of the purchaser and the standards and regulations applied by the purchaser, and must be supplied in accordance with the current standard of technology. The security rules applicable at the Buyer's site and specified in the work permits or other authorizations must be strictly adhered to by the Contractor's employees, and the safety and environmental instructions of the Buyer's security, safety or other personnel must be followed. The Contractor has provided appropriate risk assessments for the activities of its employees and the work equipment used at the Buyer's premises. The work equipment provided by the contractor is adapted and maintained for the performance of the activities. The Contractor's employees have the necessary occupational health qualifications, training and skills to carry out the activities safely. Any risk that Contractor's employees may pose to third parties during activities at Buyer's premises must be agreed upon in advance with Buyer's security officer. The proper execution of activities by the Contractor's employees, in compliance with safety regulations, must be supervised by the Contractor's managers. Scaffolding may only be used by the Contractor's employees with the permission of a competent person of the Contractor. The Contractor shall immediately report to the Buyer's safety officer any workmanship accident occurring at the Buyer's premises involving Contractor's employees, and shall cooperate in the assessment of the accident.
1.7 As a company committed to the principles of responsible behaviour and sustainable development, the Buyer also requires the Contractor to comply with all regulations in force in France.
1.8 All necessary and usual documents, records, descriptions and plans are included in the respective order and must be provided to the Buyer by the Contractor at no additional cost. In addition, the Contractor irrevocably and freely assigns to the Buyer all rights (with the exception of copyright) to all results of the Work resulting from this Agreement. The Contractor grants the Purchaser the transferable and unlimited right to use the copyrighted results of the Work for all purposes. With regard to the use of the results of the work, the Contractor indemnifies and holds the Buyer harmless from any claims resulting from the violation of the property rights of third parties. If the intellectual property rights held by the Contractor prior to the date of entry into force of the relevant contract are necessary for the exploitation of the results of the work, the Buyer shall be granted free, transferable and sub-licensable rights of use over such intellectual property rights. The Contractor shall immediately inform the Buyer in writing of such intellectual property rights.
1.9 The Buyer's examination of the Contractor's plans, documents, files or other services shall not be held liable in any way; The liability of the Contractor for defects remains unaffected.
1.10 The Contractor shall be responsible for the supplies and services provided by the Subcontractors in the same way as for its own supplies and services.
Privacy
2.1 The Contractor undertakes, for the duration of the contractual relationship arising from this Order and thereafter, to keep confidential the trade and industrial secrets disclosed by the Buyer (such as illustrations, drawings, calculations, specifications and other documents), as well as all knowledge and results derived therefrom (hereinafter referred to as "Information"), not to make it accessible to third parties, to use it solely for the performance of its obligations under this order and not to exploit, directly or indirectly, in whole or in part, the intellectual property of the Information in any form whatsoever.
2.2 The Contractor shall also impose the obligations set out in Section 2.1 above on its employees, legal representatives and vicarious agents.
2.3 The obligations set out in point 2.1 above shall not apply to information which, without the Contractor's contribution, was publicly available prior to its disclosure by the Buyer or which becomes publicly available by the Buyer.
or which have been lawfully made available to the Contractor by an independent third party who is not bound by an obligation of confidentiality.
- Delivery time
3.1 The delivery date stated in the order is binding.
3.2 The Contractor is obliged to inform the Buyer in writing without delay if it becomes aware that the agreed delivery time or performance date cannot be met.
3.3 In the event of a delay in delivery, the Buyer is entitled to exercise its legal rights. Including the right to claim damages and to terminate the contract after the expiry of a reasonable period of time without result. If the buyer claims damages for breach of contract, the contractor is entitled to prove to the buyer that it is not at fault.
Prices, payment terms
4.1 The price indicated in the order is binding. Unless otherwise agreed in writing, the price includes DDP (Incoterms 2020) delivery to the stated destination. The buyer is only obliged to return the packaging if this has been expressly agreed.
4.2 The Buyer may only process the shipping documents and pay the invoices if the order number is indicated on the shipping documents and invoices, in accordance with the specifications in the Buyer's order; The Contractor is liable for all consequences arising from the failure to comply with this obligation, unless it can prove that it is not at fault.
4.3 Unless otherwise agreed by the parties, the Contractor shall pay the Supplier's invoice in euros within 60 days of the invoice date.
4.4 Any amount not paid by the due date will be increased by interest calculated at three times the French legal interest rate from the due date until actual payment, as well as a penalty for recovery costs of forty (40) euros per invoice.
4.5 The Buyer has the rights of set-off and retention to the extent permitted by law and in accordance with the conditions set out in Articles 1347 et seq. of the French Civil Code. In the event that the conditions for legal compensation are not met, any compensation must be the subject of a prior and express agreement between the parties.
Defect Control - Liability for Defects
5.1 If the object of the purchase consists of goods, the Buyer is released from the obligation to carry out a check upon receipt of the goods, unless the defects are obvious and immediately recognizable by simple visual inspection.
5.2 In the event of defects, within the limits provided for by applicable law, the statutory limitation period begins to run again from the date of repair of the defect; This also applies to parts that are functionally related to the defective part and for which a detrimental influence of the defective part cannot be excluded.
5.3 If the Buyer reports a defect to the Contractor during the limitation period, the limitation period for the Buyer's rights shall be suspended until the Contractor has definitively rejected them in writing.
5.4 The place of performance is always the place where the goods are accepted by the buyer, as specified in the order; in the case of delivery with assembly, the place of use.
5.5 The Buyer is obliged to check the Goods within a reasonable time in order to detect any deviations in quality and quantity. In the event of a defect, the complaint is considered to have been made within the time limit if it reaches the Contracting Party within 3 weeks of receipt of the goods or, in the event of a hidden defect, of its discovery.
5.6 The Buyer shall have all legal rights with regard to defects; In any case, the buyer is entitled, at its discretion, to require the Contractor to remedy the defect either by repair or by delivery of a new item. The right to claim damages, in particular damages at the place of performance, is expressly reserved.
5.7 If the Contractor fails to fulfil its obligation for further performance correctly, without justly refusing such performance, or if the Contractor seriously and definitively refuses further performance, or if subsequent performance has failed, or if a loss of use is imminent, or if the repair of the defect cannot be delayed for other reasons, the Purchaser is entitled to remedy the defect itself or to have it repaired by a third party at the costs and at the Contractor's risk and to require the Contractor to reimburse the necessary costs. In all other respects, the statutory provisions apply. Other rights of the purchaser arising from defects or warranties remain unaffected.
5.8 The limitation period is 36 months, unless a longer period applies under the law, calculated from the time the risk is transferred.
5.9 The Contractor bears the risk of accidental damage and accidental loss for all services to be provided under this Agreement until their acceptance or delivery. If a handover is agreed or due, in the event that only parts of the work are handed over for use, the Contractor shall carry out an inspection with the Buyer with regard to the partial use/handover. Neither this inspection nor partial use/surrender constitutes acceptance. It is only used to determine the status of production and the possibility of claiming damages at a later date. If the Buyer has already used parts of the work before acceptance, the Contractor is not liable for any damage caused by the Buyer in a faulty manner. Normal wear and tear and other risks caused by use by the buyer are the responsibility of the buyer.
Retention of title
6.1 If the Buyer supplies parts or materials to the Contractor, ownership of such parts or materials shall remain with the Buyer. Processing or processing by the Contractor is carried out on behalf of the Buyer. If the parts or materials supplied by the buyer are transformed with other items that do not belong to the buyer, the buyer acquires co-ownership of the new item in proportion to the value of the buyer's parts or materials (purchase price plus VAT) in relation to the other items transformed at the time of processing.
6.2 If the parts or materials supplied by the Buyer are inseparably mixed with other items that do not belong to the Buyer, the Buyer acquires co-ownership of the new item in proportion to the value of the reserved item (purchase price plus VAT) in relation to the other items mixed at the time of mixing. If the mixing is carried out in such a way that the Contractor's item is to be considered as the main item, it is agreed that the Contractor transfers the co-ownership to the buyer on a pro rata basis; The Contractor holds sole ownership or co-ownership for the Buyer.
- Liability
7.1 The legal provisions apply.
7.2 If the Contractor is liable for damage to a product, the Contractor shall indemnify and hold harmless the Buyer against all claims for damages by third parties on first demand insofar as the cause of the damage is within the Contractor's sphere of control and organisation and the Contractor would itself be liable to the third party.
7.3 As part of its liability for damages, the Contractor is also obliged to reimburse all expenses incurred by the Buyer arising out of or in connection with a recall action carried out by the Buyer. The Buyer shall inform the Contractor of the content and scope of the recall measures to be implemented, insofar as possible and reasonable, and shall give the Contractor the opportunity to provide comments. The other legal rights of the buyer against the contractor remain unaffected.
7.4 The Contractor must take out and maintain product liability insurance with a lump sum cover of at least 5 million euros per bodily injury/property damage; If the buyer is entitled to other damages, these remain unaffected.
Place of jurisdiction - Place of performance
8.1 The place of jurisdiction is the registered office of the Buyer; However, the buyer is also entitled to sue the Contractor in the courts of the latter's registered office.
8.2 French law applies, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The terms and conditions of trade are those of the current version of the Incoterms published by the ICC.
Reims, October 2025