General Terms and Conditions of Purchase

General Terms and Conditions of Purchase EQIOM
(Applicable to all sales effective January 1, 2026)

1.    CONDITIONS OF PURCHASE

The purpose of these general terms and conditions of purchase (hereinafter the “GTC”) is to define the terms and conditions for the purchase and/or rental of goods (hereinafter the “Goods”) and/or the provision of services (hereinafter the “Services”). The term “Supply” refers to both the Goods and Services provided by the supplier or service provider (hereinafter referred to as the “Contractor”). The GTC apply to all delivery orders and/or schedules. Unless otherwise expressly agreed by the parties, any acceptance of an order automatically implies acceptance by the Contractor of EQIOM’s GTC and any special conditions contained in the order, notwithstanding any stipulation to the contrary contained in the general sales conditions or special conditions of the Contractor.
The provisions contained in the special conditions contained in the order prevail over these GTC.

2.    ADDITIONAL WORK

No additional work or alteration may be carried out or change made to the work agreed without our prior, written agreement.

3.    PRICES

Prices are fixed and not subject to change unless otherwise provided in the special conditions. They are deemed to cover the entire supplies and services necessary for complete performance of the order.
 

4.    INVOICES – PAYMENT TERMS

4.1. Our payments are made within 45 days of the end of the month, subject to the application of mandatory provisions imposing specific payment terms. In accordance with article 441-10 of the French Commercial Code, summary invoices are paid within 45 days of the invoice date.
4.2. Invoices must state our order references and be sent to us, if necessary, together with any supporting document. The same shall apply to invoices that we have to return to our Contractors for correction.
4.3. Payment will be made by bank transfer, subject to the following cumulative conditions:
- Having the details of the single payment bank account. To this end, the Contractor undertakes to provide and keep up to date its bank details on the portal made available by Eqiom. The bank details thus provided on the portal are deemed accurate, and any payment made by Eqiom to these details will be considered as discharge, even in the event of an error in the entry made by the Contractor on the portal.
- The validation of these bank details by EQIOM's dedicated service on the basis of the documents sent by the Contractor, considered to be accurate.
4.4 The Buyer, has committed to a fiscal invoice dematerialization. Thus, the Contractor undertakes to provide a tax compliant dematerialization service for its invoices, compatible with one of the dematerialization methods proposed by the Buyer: 
4.4.1 Orders originating from the Coupa tool (Note: whose numbering starts with "C...."): 
    - Direct invoice entry on the platform, via CSP mode (direct connection to the portal) or SAN mode (invoice drawn up from the order received by e-mail)
    - CXML mode, electronic invoicing
4.4.2 Orders outside of Coupa: PDF invoices to be sent to factures@eqiom.com 

5.    QUALITY OF SUPPLIES AND SERVICES

5.1. The Contractor must verify that its supplies and services adequately comply with the order. In this regard, it shall particularly require to verify all the information, specifications, plans and bills of conditions submitted by us and advise us immediately of any error or omission. The Contractor shall send us, by way of information, the results of the checks, tests, controls and measures it carries out to check the accuracy of this information and these documents. It shall assume full liability for these checks, and fully discharge us from any responsibility therefor. Approval by us of the documents submitted by the Contractor does not in any way release it from the responsibilities incumbent upon it.
5.2 The Contractor's compliance with the terms of the order, in particular as regards deadlines, dates, conformity and performance, constitutes an obligation of result. Furthermore, the Contractor must also provide advice and information to us. 
5.3. The Contractor undertakes at all times to fulfil the statutory, regulatory, official, national and European requirements governing the supplies and services, failing which the order will automatically be immediately rescinded under its fault.
5.4. At any time, we may check or have checks carried out on and have stopped work judged not to be compliant and refuse any supply or service which is not up to prescribed quality standards, and any such decision shall not give cause for any delay by the Contractor.

6.    SAFETY - HEALTH PROTECTION - RESPECT FOR THE ENVIRONMENT - COMPLIANCE 

6.1. Contractors working on our sites must be pre-qualified, and are obliged to complete and submit all the documents requested by Eqiom (General Safety Requirements, etc.) on the Hiveo platform, hosted on the https://www.hiveo.fr/ website, before the start of any commercial relationship and any work on site. Eqiom reserves the right not to enter into a contract with any Contractor who has not provided sufficient guarantees during the pre-qualification process.
6.2. The Contractor is bound to comply with the applicable social security and environmental regulations. We may at any time require that it provide evidence of compliance with these regulations. Likewise, it shall comply with the entire rules and conventions in force at the place of performance of the work and particularly those relating to safety and the protection of the environment.
Prior to any intervention on an Eqiom site, the Contractor and Eqiom shall jointly draw up a prevention plan. The Contractor must comply with this plan as well as with the aforementioned rules and undertakes to ensure its compliance among its employees, agents and subcontractors. Similarly, the Contractor must obtain a commitment from its subcontractors to ensure that all of these safety rules and documents are respected by their own subcontractors.
6.3. Any breach of an environmental or safety rule may give rise to a penalty of €250 per breach.
Failure to comply could entail stoppage of the work on site and provisional or definitive exclusion of the Contractor together with immediate automatic rescission of the order under its fault.
6.4. Eqiom attaches great importance to respecting its commitments to ethical and responsible business practices.
In accordance with Article 17 of Law 2016-1691 of 9 December 2016 on transparency, the fight against corruption and the modernization of economic life, known as the Sapin 2 Law, Eqiom is required, in particular, to carry out an in-depth assessment of its business partners concerning the risk of exposure to corruption.
Consequently, Eqiom requires all its existing and potential business partners to complete the “Business Ethics & Sustainable Development” questionnaire free of charge. The Contractor undertakes to complete this questionnaire, which is accessible on the VIACO platform, in a sincere and exhaustive manner. If VIACO is not available in the Contractor’s country, the Buyer will send a questionnaire by e-mail to the Seller, who will complete it. Finally, the Contractor is required to update this questionnaire in the event of any significant change, or in the absence of changes, to confirm the accuracy of the data at least once a year.

7.    SHIPPING - TRANSPORT - PACKAGING - WASTE

7.1. The Contractor undertakes to comply with the regulations applicable to its activities, in particular those applicable to transport. In particular, the Contractor shall ensure that carriers strictly comply with the provisions of the Traffic regulations relating to vehicle loads and overloads.
7.2. In the absence of specific provisions on transport conditions in the order, the Contractor shall transport the goods and supplies at its own expense and risk to the place of delivery specified in art. 17.
7.3. Unless otherwise stipulated, packaging costs shall be borne by the Contractor.
7.4. The Contractor shall ensure that the quantity of non-recyclable packaging is limited.
7.5. Unless specially agreed, site packaging and waste from goods and supplies delivered by the Contractor are taken back by the Contractor, who shall arrange the collection and processing thereof at its costs.

8.    DELIVERY - WEIGHT - RECEPTION

8.1. Any delivery to be made before the date scheduled in our order can only be accepted with our prior approval.
8.2. Goods and supplies are delivered exclusively to our sites or offices unless otherwise stipulated in the special conditions on the order.
8.3. Each delivery must be accompanied by a slip handed to the addressee and containing the exact references for the order (order number, etc.), the date of delivery, and the designation and quantity of the supplies delivered.
8.4. Reception is the act by which Eqiom declares its unreserved acceptance of the supply which is the subject of the order. Any supply will only be accepted after a thorough examination for compliance with the specifications of the order, with these General Terms and Conditions, as well as with the applicable standards. Reception may not in any event be deemed tacit. Hence, neither partial nor full possession of the supplies or works or absence of any claim for a certain time can at any time be deemed to constitute reception.
8.5. We reserve the right, at our sole discretion and without waiving any claims for damages:
- to definitively reject any supplies or goods that do not comply with the terms of the order and to return them at the Contractor's expense, with all customs duties and possible taxes to be borne by the Contractor;
- to carry out or request to be carried out, at the Contractor's expense and risk, the operations necessary to bring into conformity or to replace the supplies that cannot be accepted;
- in any event, to cancel the order.
8.6. Solely the weights registered on our approved scales shall apply; Contractors may come and attend the weighing of the goods on our premises.
8.7. Payments made by us shall not in any way prejudge the quality and compliance of the supply or the quality or proper performance of the services. Any payment is to be regarded as an advance against settlement of the total price. Such payment does not in any manner diminish the Contractor’s responsibility up until the time of duly confirmed reception. Moreover, it does not free the Contractor from its obligation to repair, modify or replace any supply or any work in respect of which a defect is noted and notified.

9.    PROPERTY - RISKS

9.1. Property passes according to ordinary law, notwithstanding any reservation of title clause, which shall not be binding on us unless expressly agreed to by us.
9.2. Unless otherwise agreed by the parties, risk passes at the place of delivery as provided for in clause 17 of these conditions following reception as confirmed expressly by an authorized person from our company.
9.3. In the event the order is rescinded for any reason, we shall be entitled to demand delivery of ordered items that are semi-finished in the state in which they are and we shall be bound only to make payment of the value of such items on the date of rescission of the order.

10.    DEADLINES - DELAY PENALTIES - PENALTY CLAUSE

10.1. The delivery dates fixed are binding and acceptance of the order constitutes a formal commitment by the Contractor to adhere thereto under pain of delay penalties which shall be due if the delivery date is breached without prior notice of default.
10.2. In the event of late delivery of the order, the Contractor shall be liable solely upon the expiry of the term, and without prior formal notice, to pay default interest penalty of 2.5% of the amount of the order per week of delay, up to a maximum of 12% of the order's value. This penalty is considered a fixed compensation to cover administrative costs and the disruption of commercial activities. We also reserve the right to pass on, by operation of law, any penalties that we ourselves have incurred as a result of the Contractor's default, or any costs or losses incurred as a result of the late delivery.
10.3 In the event of delay in delivery, we may automatically and following a notice of default which has gone unheeded for fifteen days, have the Contractor’s contract performance continued and completed by a third party or by ourselves at the cost and risk of the defaulting Contractor.
10.4. Any delay in payment by Eqiom will result in a penalty at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points at the date of the applicable payment period.

11.    SUBCONTRACTING

The Contractor may not engage sub-contractors other than with our prior consent and under its entire liability. It shall remain bound to us for the obligations flowing from this order. The Contractor must ensure that its subcontractor complies with the terms of our agreement and must obtain commitment from its subcontractors to ensure compliance with these terms by its own subcontractors, including the Code of Conduct (Article 20.1 below).

12.    WARRANTY AND LIABILITY

12.1. The Contractor warrants that the goods and supplies supplied and the work carried out are free from any defect, particularly of design, material, manufacture, assembly, operation or safety in use, all under the conditions of use that it declares it is fully aware of. Unless otherwise agreed, the warranties apply for a period of 24 months following reception.
12.2 In the event of a defect that both parties note the existence of, the Contractor shall be bound at its expense to replace or put into proper order all supplies and/or works that transpire to be defective. Failing such and following a notice of default that has gone unheeded for two weeks, the defective supply and/or work may ipso iure be put into proper order or replaced by us or a third party designated by us at the cost and risk of the Contractor. This is without prejudice to our other rights and particularly our right to claim compensation from the Contractor for the entire financial consequences resulting from the losses of any kind occasioned to persons or property by reason of or in connection with the conclusion or performance of the order.
12.3. The state of goods, supplies or works may validly be recorded by a bailiff or a judicial expert appointed ex parte by the president of the commercial court after the Contractor has been summoned by recorded delivery letter at least twenty-four hours beforehand to be present at the examination, the records of which are deemed inter partes in its absence.
12.4. The Contractor shall indemnify us against any claim by holders of patents or trademarks in relation to the shape, construction of manufacturing processes of the items subject to the work proposed or supplied.
12.5. These guarantees do not prejudice the application of any liabilities under ordinary law.

13.    INSURANCE

13.1. The Contractor has subscribed to all the insurance policies necessary for its activity, both for its personnel and its equipment, and it is covered in particular for civil liability, producer liability and environmental multi-risk.
13.2. The Contractor shall at our request and as a function of the risks inherent in performance of our order on our industrial sites, provide an insurance certificate evidencing that it has third-party liability, product and operating cover throughout the period of the contractual relations in a sum fixed in the special conditions under the order.

14.    NON-PERFORMANCE OF OBLIGATIONS

If either party fails to fulfil its commitments, the order may be rescinded ipso iure by the injured party without the necessity for judicial proceedings and following a notice of default that has gone unheeded for fifteen days.

15.    CONTRACTUAL SET-OFF

15.1. The parties agree as of now that their reciprocal debts and receivables as resulting from the order shall be set off against one another ipso iure, without notice or prior court judgment, in particular in the event of a situation of insolvency, seizure or any situation of concurring rights on the part of either of the parties, regardless of the origin of such debts or receivables and regardless of their due and payable date, their subject-matter or the currency in which there are expressed. Occurrence of a situation of insolvency shall be deemed to mean bankruptcy, a creditors’ arrangement or any other collective court proceeding, whether official or voluntary, national or foreign, entailing the realization of assets and distribution of the proceeds from such realization amongst creditors.
15.2. The payments and sums due by the defaulting party pursuant to these conditions are offset immediately against any sums due by the party suffering loss to the defaulting party by virtue of the order and/or other delivery schedule. As the case may be, any down payments, sums or advances already paid by the party suffering loss shall be refunded to it in their full amount.

16.    CONFIDENTIALITY

All information, whether technical or legal and commercial, exchanged between the parties shall be deemed communicated under a seal of secrecy and must remain confidential information. Use by the Contractor of information emanating from Eqiom without our formal written consent shall render the Contractor liable to proceedings.

17.    APPLICABLE LAW - JURISDICTION

This order is governed by French law. Any disputes relating to the interpretation or execution of the order will, in the absence of amicable agreement, be finally settled by the COMMERCIAL COURT OF NANTERRE (FRANCE), regardless of the place of execution or delivery.

18.    PERSONAL DATA

18.1 “Personal data” means any information relating to an identified or identifiable individual, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more factors specific to his or her physical, physiological, genetic, mental, economic, cultural or social identity.
In the event that the Contractor has access to personal data belonging to Eqiom, it undertakes to comply with current European and French legislation on the protection of personal data and guarantees in particular:
-    respect for the confidentiality and integrity of personal data,
-    compliance with applicable retention periods,
-    the implementation of technical and organizational measures to ensure the protection of personal data,
-    its cooperation in fulfilling its obligation to respond to requests to exercise the rights of Data Subjects.
18.2. In any event, the Contractor shall refrain from processing personal data belonging to Eqiom for purposes other than the performance of the contract.
18.3. The Contractor undertakes not to subcontract its obligations without EQIOM's prior written consent and undertakes to ensure that any co-contractor complies with similar obligations. In any event, in the event of authorized subcontracting, the Contractor will take all reasonable measures to ensure that its subcontractors comply with this clause each time they process personal data.
18.4. Any Contractor established in a third country outside the European Union shall, prior to any transfer of personal data, demonstrate to the Client compliance with the conditions set out in Chapter 5 of the General Data Protection Regulation (EU) 2016/679. These conditions must also be guaranteed by the Contractor for subsequent transfers of personal data to a third country or to another international organization. For example, any Contractor established in a country identified by the European Commission as not offering an adequate level of protection of Personal Data will have to undertake to comply with the standard contractual clauses in force from the European Commission governing transfers of Personal Data between data controllers and processors. The Contractor may implement any other alternative means recognized by the European Commission.
Failure to comply with these obligations may result in the immediate termination of the Order by Eqiom, without prejudice to any action for damages.
18.5. In the event that an unauthorized person has accessed or obtained EQIOM's Personal Data, the Contractor shall immediately notify Eqiom of such unauthorized access and shall cooperate with Eqiom to take such steps as are deemed necessary to mitigate such loss or unauthorized access.
18.6. Eqiom may carry out any audit to ensure that the Contractor complies with its obligations under this article.

19.    REACH REGULATIONS

19.1. The Contractor certifies that, for all the products supplied, it has complied with the regulatory provisions and, in particular, the formalities for the pre-registration and/or registration of chemical substances, as provided for by Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006, which came into force on 1 June 2007 (REACH Regulation), with a view to the sale and use of said products by Eqiom.
For each product supplied, the Contractor undertakes to provide Eqiom with the Safety Data Sheet in accordance with the provisions of the REACH Regulation.
19.2. The Contractor guarantees that the information transmitted to Eqiom is correct and complete. Where applicable, the Contractor shall compensate Eqiom for any loss suffered as a result of the transmission of incorrect or incomplete information.
19.3. The Contractor shall indemnify Eqiom against any consequences that the latter may suffer as a result of non-compliance with the REACH Regulations. Furthermore, Eqiom reserves the right to terminate the contracts entered into with the Contractor in the event of the latter's failure to comply with the REACH Regulations, without Eqiom owing any compensation as a result of such termination.

20.    CORPORATE SOCIAL RESPONSIBILITY

  20.1. Code of conduct
The Contractor undertakes to comply with and to ensure that its employees and subcontractors comply with the CRH Group Code of Conduct (http://www.crh.com/our-group/our-people/corporate-governance/codes-of-c…) and undertakes in particular to:

-    defend and respect human rights within their sphere of influence;
-    respect freedom of association and recognize employees' right to collective bargaining;
-    prohibit all forms of forced and compulsory labor and child labor;
-    defend the principle of equal opportunities in the recruitment and selection of employees;
-    comply, as a minimum, with all applicable health and safety legislation and continually strive to achieve best industry practice;
-    comply, as a minimum, with all applicable environmental legislation and take a proactive approach to environmental challenges;
-    comply with all applicable anti-corruption legislation in their relationship with EQIOM;
-    comply with the OECD guide and Section 1502 of the Dodd-Frank Act, which aims to prevent the use of minerals that have contributed to the direct or indirect financing of armed groups in the Democratic Republic of Congo (DRC) or neighboring countries ("conflict minerals").
20.2. The Contractor undertakes to file on the Hiveo platform every six months, during the performance of the contractual relationship, an up-to-date K-Bis as well as a certificate establishing that it has complied with its obligations in terms of the declaration and payment of its social security contributions. The Contractor must obtain the same proof from its subcontractors and ask them to do the same.

21.    CYBER INCIDENT MANAGEMENT

In the event of a cyberattack or cyber incident affecting the systems, data, or services related to the performance of the contract, the Contractor undertakes to:
-    Inform EQIOM immediately upon discovery of the incident, and no later than within 24 hours, specifying the nature of the incident, the systems or data affected, and the initial measures taken to limit its impact.
-    Activate an incident response plan including identification, containment, and eradication of the threat.
-    Mobilize the necessary resources to restore systems and services as soon as possible.
-    Work with EQIOM to assess the impact, preserve evidence, and comply with legal obligations, particularly regarding notification to the competent authorities (e.g., CNIL) if personal data is involved.
-    Provide regular reports on the evolution of the situation and a final report detailing the causes, corrective measures, and preventive actions implemented.

22.    DATA DISPOSAL

At the end of the contract, regardless of the cause, the Contractor undertakes to return to EQIOM, within 10 days of the end of the contract, all personal data and other data provided or generated while performing the Services. This return must be made in a commonly used and machine-readable format. Once the return has been made, the Contractor shall proceed with the permanent destruction of all copies of the data, including those present in its backup or archiving systems, within three months, unless otherwise required by law. The destruction shall be recorded in a report dated and signed by the Contractor. The Contractor guarantees that these operations will be carried out in accordance with the security standards in force and the GDPR requirements.

23.    INTERNATIONAL SANCTIONS

Each Party undertakes to strictly comply with the applicable regulations on international sanctions, in particular French and European regulations. The Parties shall take all necessary measures to ensure such compliance throughout the performance of the contract, inform the other Party without delay in the event of a risk of non-compliance, and provide evidence of compliance with these obligations upon first request. Failure to comply with these commitments shall entitle the other Party to terminate the contract.