Last update 2018-06-01
< b>GENERAL TERMS AND CONDITIONS OF PURCHASE RECKITT BENCKISER FRANCE, RB HOLDING EUROPE DU SUD, AIRWICK INDUSTRIE </b> < b>I DEFINITIONS</ <u />b <> /b> the French Labour Code (Code du Travail), the Supplier undertakes, from the signing of the General terms and conditions of purchase, to send to the Purchaser the documents provided for by article D.8222-5 of the French Labour Code every six months until the end of performance of the Services. These documents shall include: a) a certificate issued within the last six months by the social body responsible for recovering social security contributions from the Supplier, certifying the receipt of the declarations required by employment law, These General terms and conditions of purchase apply to all Purchases of any kind (purchases of equipment, spare parts, raw materials and/or any other goods or services), hereafter referred to without distinction as the "Services", ordered by the Company Reckitt Benckiser France SAS, the Company RB Holding Europe du Sud SNC or the Company Airwick Industrie SAS (hereafter the " Purchaser"). These Services may be performed by any company, regardless of the size (hereafter the "Supplier"). The Purchaser shall make its requests official in the form of an email (hereafter the "Order"). b) a "K bis" extract of registration from the Trade and Companies Register. < b> < u>II ACCEPTANCE OF THE CONDITIONS</ u< >/ b< >/ b> The Supplier is responsible for the administrative, accounting and fiscal management, labour relations and social benefits for the staff who perform the Services. The Supplier bears sole liability for the recruitment, training and supervision of the staff assigned to perform the Services. These General terms and conditions of purchase are an integral part of every Order. Any Service begun by the Supplier under the terms of an Order equates to the acceptance of said Order by the Supplier. THE ACCEPTANCE OF THE SUPPLIER IS RESTRICTED TO THESE GENERAL TERMS AND CONDITIONS OF 2.The Supplier has the obligation: PURCHASE. THESE GENERAL TERMS AND - to provide any information requested by the Purchaser that is relevant to the Purchaser, being satisfied it is meeting quality and corporate standards, safety to consumers, and complying with laws or regulations -to support recall activity – e.g. REACH, MSDS, etc. The Purchaser can inspect premises and records. 3. It is the Supplier's responsibility to manage and inspect the Services performed by its staff who, in all circumstances, shall remain under its sole authority. The Supplier shall ensure that when members of staff are assigned to provide Services or when they are present on the premises of the Purchaser, they: CONDITIONS OF PURCHASE PREVAIL OVER ANY CONTRADICTORY DOCUMENTS AND/OR CLAUSES ISSUED BY THE SUPPLIER. < b>III TERM</ <u />b <> /b> These General terms and conditions of purchase apply to any Services provided from April 10 2018, for an unlimited term. The Purchaser is free to amend them at any time entirely at its own discretion. th < b>IV ORDER PROCESS</ u< />b <> /b> The Purchaser shall request a quote from a Supplier by means of an email. The Supplier answers by including a number/ reference of quote. Once the quote has been accepted : The Purchaser will send a Purchase order or “PO” to the Supplier including the following elements: a) shall comply with the Purchaser’s environmental protection, health, safety and security rules and procedures, as well as any other rules and regulations that apply to the Purchaser's on-site staff and that have been provided by the Purchaser to the Supplier, b) shall comply, where appropriate, with all the reasonable requests of the Purchaser regarding personal and professional behaviour, - - - - - - The number of order/PO The number/reference of the quote; The date of performance; The quantity; The price; A description of the Services. c) shall otherwise perform in a professional and proper manner. 4. Time is an essential factor with regard to the dates for performance communicated by the Purchaser to the Supplier and the latter shall adhere to these dates. If the Supplier does not adhere to these dates, the Purchaser may, without incurring liability and without prejudice to any other rights or recourse to which it may be entitled under the terms of these General terms and conditions of purchase, The Purchaser may amend the Order at any time before it is confirmed by the Supplier. The Supplier shall confirm the Order within a maximum lead-time of 48 hours. If the Supplier does not confirm the Order within 48 hours, the Purchaser may place the Order with another Supplier. If the Supplier has confirmed the Order, the amendment shall only apply with the agreement of the Supplier, and the Purchaser shall then send the Supplier an amended Order. a) terminate the Order by registered letter with acknowledgement of receipt sent to the Supplier and taking effect upon receipt, with regard to any Services that have not yet begun, b) refuse to accept any performance of the Services at a later date, c) have the Services performed again by another supplier and recover from the Supplier any additional costs incurred. Order (including any communications around that Order) does not place any obligation on the Purchaser that any further Orders will be issued. Any forecasts provided by the Purchaser as to future demand are indicative and non- binding unless expressly stated otherwise. < b>VI QUALITY AND PERFORMANCE OF THE SERVICES</ u< >/ b< >/ b> < b>V PERFORMANCE</ <u />b <> /b> The Supplier undertakes to take all necessary measures to ensure that the staff required to correctly perform the Services shall be in place on the agreed dates. 1. It is the Supplier's responsibility to obtain all the authorisations required in order to perform the Services. Pursuant to articles L.8222-1, L.8222-2 and L.8222-3 of 38 Rue Victor Basch, CS 11018, 91305 Massy Cedex T 01 69 93 17 00 W rb.com RB fait référence aux sociétés du groupe Reckitt Benckiser Group plc. The Supplier shall perform the Services with the support of a qualified team. To comply with the agreed deadlines and level of quality for the Services and maintain a consistent level of quality in relation to the specific nature of the Services throughout the whole performance thereof, the Supplier shall ensure that this team is perfectly competent in the fields concerned and of a sufficient number. as widespread a manner as possible, by any process whether now known or hereafter devised, in particular via radio, cable television broadcasting, and in general via any media or network; (in particular: analogue and digital networks and media, telecommunication networks and media, computer networks and media). 3. the right to represent the Creation or any product featuring the Creation in any place accessible to the public and any private space. 4. the right to use the Creation and/or any product featuring the Creation for demonstration, promotion or publicity purposes, for all the rights specified in these General terms and conditions of purchase; 5. the right to manufacture or order the manufacturing of any new product based on the Creation, reproduced in full or in part, whether or not modified by the Purchaser or by a third party appointed by the Purchaser; 6. the right to exploit all rights derived from the Creation and/or any product featuring the Creation, in particular: - the right to use and/or exploit all or part of the Creation and/or any product featuring the Creation, for the manufacture of packaging, games, toys, as promotional elements and, more generally, in relation to any terms commonly designated as "merchandising", - the right to use all or part of the Creation and/or any product featuring the Creation for the production of any cinematic or audio-visual work (including animations) and/or literary works (including comic strips). The Supplier warrants that the Services: a) shall be performed by duly experienced, qualified and trained staff, with all the expertise, attention and diligence required and in accordance with standard practice and the criteria generally applied in the sector for similar Services, b) shall comply in every manner (i) with the terms of the Order, (ii) with the performance criteria or specifications of the Purchaser, and (iii) to all the descriptions and specifications provided by the Supplier, including all types of commercial proposals, and technical specifications, c) shall not infringe on the intellectual property rights of any third party, d) shall be performed in compliance with all the legal and regulatory provisions (and in particular those regarding health and safety) and the legislation of any country connected with the Order; in the event of any amendment to this legislation, the Supplier shall inform the Purchaser as soon as it becomes aware thereof. The Supplier must notify the Purchaser immediately if it becomes aware of any event that may mean it will not be able to produce the Services in accordance with the present standard terms, or of a risk to consumers. 7. The Purchaser will have the ability to grant to whomever it sees fit licences and/or rights to the Creation and/or any < b>VII PROPERTY RIGHTS AND EXCLUSIVE RIGHTS</ <u />pb <r >o/ bd >u ct featuring the Creation. The results of the Services performed under the terms of an Order are hereafter referred to as the "Creation". The Purchaser is the sole holder of all rights over the Creation. The term Creation refers to any work, design, composition (graphic or otherwise), study and document created on any media and in any format (including electronic, websites, applications, etc.) that may be protected by intellectual, artistic or industrial property rights. If necessary, when one element of the Creation is registered as a trademark, design or model or any other form of intellectual property protection, the Purchaser alone is empowered to proceed with filing for registration in its own name and at its own expense and has full ownership of rights relating thereto. VIII OWNERSHIP OF TRADEMARKS</u <> /<b / >b > The Registered Trademarks are defined as the entire range of intellectual property owned by the Reckitt Benckiser Group. The Supplier assigns to the Purchaser all exploitation rights attached to the Creation, for the legal duration of copyright, including any renewals or extensions, on a worldwide basis, including: The Supplier acknowledges that the Registered Trademarks belong exclusively to the Reckitt Benckiser Group, of which the Purchaser is a subsidiary. The Supplier also acknowledges that any use of the Registered Trademarks under these terms and conditions shall be to the profit of the Purchaser. The Supplier undertakes to refrain, during the duration of this contract and at any later time, from questioning or contesting, directly or indirectly, or conducting or ordering any action that in some way challenges, contests, jeopardises or is likely to jeopardise the rights, titles and interests of the Purchaser or of the Reckitt Benckiser Group At no time shall the Supplier use or authorise the use of any Registered Trademark, logo, commercial name or any other designation that is identical or similar to the Registered Trademarks. 1. the right to reproduce all or part of the Creation in a permanent or temporary manner, by any means and in any form, across any media whether now known or hereafter devised, including - the right to feature all or part of the Creation in any media, - the right to download, display, perform, transmit and/or store this Creation in any media, - the right to proceed with or order the arrangement or any modification and/or adaptation of the Creation and to reproduce the results of any such operations, notably for the purpose of their use, exploitation and distribution across any materials whether now known or hereafter devised, IX USE AND REPRODUCTION OF THE REGISTERED TRADEMARKS The Supplier may only reproduce the Registered Trademarks subject to the prior written approval of and under the conditions laid down by the Purchaser. The Supplier shall be entitled to reproduce the Registered Trademarks only for the purposes described in the Order and in accordance with the instructions of the Purchaser. Upon expiry of the Service, this reproduction authorisation - the right to create as many copies of the Creation as the Purchaser desires, by any process and on any media, the right to place on the market, on a paid or free-of- - charge basis, and the right to distribute, including by leasing, selling or lending, the Creation and any product featuring the Creation by any procedure whether now known or hereafter devised, - 2 the copyright for all uses of the rights outlined above; . the right to represent, market and make available to the shall be terminated unless a renewal agreement or public the Creation or any product featuring the Creation in appropriate amendment signed by both parties is concluded. where either or both parties are located outside of the European Union; - “Personal Data” will mean personal data as defined by < b>X GUARANTEES RELATING TO INFRINGEMENT</ <u />b <t>h/ be >Legislation, including sensitive personal data; The Supplier guarantees the Purchaser against any recourse, claims or action that may be formed on any grounds by the persons assigned to perform the Services, and more generally by any person who claims to have any rights over the supplied Services. b) The Purchaser is the controller of the data collected in the context of the Services. The Supplier is a data processor. c) For this reason, the Supplier: - Must perform its obligations related to the present terms and conditions in accordance with the Legislation; The Supplier shall act as guarantor against any problems preventing the undisturbed use of the Creation by the Purchaser. To this end, the Supplier expressly guarantees the Purchaser that the various agreements concluded by it for the purposes of performing the Services provided under the Order shall all contain the required authorisations and provisions for these Services, other than the elements provided by the Purchaser, so that the Creation may be used in a free and undisturbed manner, including the right to sub-license to the Purchaser any Pre-existing Creation and/or any element required to perform the Services, or for the proper functioning and undisturbed use of the Creation. The Supplier shall ensure, at its own expense, the defence of the Purchaser against any claim and/or legal action relating to the Creation provided by the Supplier, and in particular claims stating that the Creation provided by the Supplier infringes the intellectual property rights of a third party and/or that the presentation and use of the Creation represents an act of unfair competition or parasitical business practice. - Declares that it provides sufficient guarantees and implements technical and organizational measures to meet the requirements of the Legislation, including for the security, integrity, confidentiality, traceability and conformity of Personal Data processing; - Acknowledges that the Purchaser retains the entire ownership and control of Personal Data; - Will keep confidential the Personal Data and ensure that the persons authorized to process it will respect confidentiality and are trained to data privacy; - Will maintain a specific and detailed record of processing activities in the context of the Services; - Must implement technical and organizational measures of security to protect Personal Data from non-authorized or illegal access and from loss, destruction, alteration and accidental damages; - Commits to use the Personal Data as specified by the Purchaser, excluding any other commercial or personal use; Further, the Supplier shall bear all costs, including but not limited to court costs and lawyers' fees incurred by the Purchaser and any compensation awarded. - Must not communicate, transfer or sell, in any way, the Personal Data to a third party without express and prior authorization of the Purchaser; Subject to the prior written agreement of the Purchaser, the Purchaser may reserve the right to task the Supplier with organising the defence and any negotiations for a settlement, and shall cooperate fully with the Supplier in said defence or negotiations. - Must react promptly if it detects a security incident, actual or potential, (« Security Incident ») in order to avoid or reduce its effects and shall: o Notify this Security Incident to the Purchaser within 48 hours; If all or part of the Creation is deemed to represent an infringement or other violation of an intellectual property right, the Supplier shall, in agreement with the Purchaser, either provide the Purchaser with another Creation that has the same function within a timeframe compatible with the Purchaser's activities, or obtain at its own expense the right to continue using the Creation under identical financial and usage conditions as those specified in the Order. Failing this, the Purchaser is entitled to terminate the Order after one month's notice and after sending a registered letter with acknowledgement of receipt. The Supplier agrees to reimburse the Purchaser for the sums already paid, without prejudice to the other remedies available to the Purchaser. o Provide the Purchaser with all relevant information about the Security Incident, including, to the extent then known, the type of Personal Data involved, the volume of Personal Data disclosed, the circumstances of the incident, mitigation steps taken, and remedial and preventative action taken; - Will provide, at the Purchaser’s request, a copy of all Personal Data held by it in the format and on the media reasonably specified by the Purchaser; - Declares that it does not and will not host, process, hold and make remotely accessible any Personal Data in other territories than the European Union’s ones, without express, prior and written authorization of the Purchaser; where the Purchaser consents to such processing, the Supplier will comply with any reasonable instructions and requirements notified by the Purchaser; - Will help the Purchaser to guarantee the compliance with the obligations stated from the articles 32 to 36 of the GDPR as of its entry into force; - Will comply without any delay with any request from concerned persons to access, oppose, modify, delete their Personal Data and exercise their right to portability and to be forgotten, from which the Purchaser would be solicited from; < b>XI DATA PRIVACY</ <u />b <> /b> a) The following terms will mean: “Legislation" is defined as the applicable data protection legislation, that is: - o o The EU Data Protection Directive 95/46/EC; or other EU legislation relating to data protection that may be promulgated from time to time, namely the EU General Data Protection Regulation 2016/679 (“GDPR”); o o the applicable legislation in EU Member States; any binding guidance, opinions or decisions of regulatory bodies, courts or other bodies, as applicable, or any other data protection legislation, guidance, opinions or decisions of regulatory bodies, courts or other bodies, that applies to the parties from time to time, including - Will restitute or destroy, as chosen by the Purchaser, the Personal Data as of the ending of the Services, and shall not keep any copy; d) If any Personal Data is lost or corrupted as a result of any act or omission of the Supplier, the Purchaser shall require the Supplier to use best endeavors to reconstitute or procure the reconstitution of the Personal Data at its costs. - And without prejudice of any action and/or compensation which should be requested by the Purchaser. e) Agrees to indemnify and keep indemnified and defend at its own expense the Purchaser against all costs, claims, damages or expenses incurred by the Purchaser or for which the Purchaser may become liable due to any failure by the Supplier, its employees or its subcontractors to comply with any of its obligations under this agreement. <b> XIV PURCHASER'S CODE OF BUSINESS CONDUCT / SUSTAINABLE DEVELOPMENT The Purchaser is committed to a CSR (Corporate Social Responsibility) effort and reserves the right to refuse, to suspend or to stop any initiative or partnership that might affect its choice in this area. These basic CSR principles are outlined in the Code of Business Conduct for the Reckitt Benckiser Group. The Purchaser wishes for its suppliers to follow its example in this area. These General terms and conditions of purchase are subject to the Reckitt Benckiser Code of Business Conduct and the Supplier is required to adhere to it. The Code may be viewed at: https://www.rb.com/media/3004/code-of-conduct- english.pdf < < b> u>XII FORCE MAJEURE</ <u />b <> /b> Force majeure is deemed to be constituted by any event that meets the criteria laid down by French case law, preventing the Supplier and/or Purchaser from fulfilling their obligations or creating a delay in their performance of the obligations. The Party invoking a case of force majeure must, firstly, inform the other party by e-mail as soon as possible and at the latest 24 hours after the event occurs, failing which it shall be unable to invoke force majeure; secondly, it must be able to justify the existence of force majeure at the request of the other party. The SUPPLIER declares and guarantees the In any case of force majeure that will or is likely to cause a reduction, even temporary, of the Services provided by the Supplier, the parties shall come together as soon as possible to temporarily adapt the terms of performance for the Services. The Supplier undertakes to adapt to the new circumstances. PURCHASER, at any time and for the duration of the SERVICES, that it is well aware of any anti-bribery legislations and regulations in force, in particular the provisions of the French Penal Code and of the Act n°2016-1691 dated 9 December 2016 also called “Sapin 2 Act”. If the case of force majeure lasts longer than ten (10) days, the parties shall meet to discuss, by mutual agreement, the terms for the continuation of their collaboration or, if necessary, the conditions for the termination of the Order. Failing an agreement, or in the event that circumstances render continued performance of the Order impossible, the Order shall be automatically terminated by registered letter with acknowledgement of receipt, starting from the date of receipt of said letter. In such a case, the Purchaser shall be entitled to transfer the performance of said Services to a third party of its choosing. The Supplier undertakes to provide the Purchaser or said third party with any elements that have already been produced and to facilitate the continuation of the Services. The SUPPLIER also declares and guarantees, for the duration of the SERVICES, that it has implemented and executed any appropriate rules, systems, processes and controls in order to comply with above-mentioned legislations and regulations and to adapt to their future evolutions, this aiming at preventing any bribery activity from the SUPPLIER and/or its own suppliers. The SUPPLIER acknowledges and expressly agrees that the PURCHASER may, at any time – before, during and after the duration of the SERVICES – implement evaluation procedures, for instance due diligence procedures, to assess the SUPPLIER’s compliance with the above-mentioned legislations and regulations. < b>XIII AUDIT</ <u />b <> /b> XV CONFIDENTIALITY</ <u />b <> /b> The parties recognise that in the course of performing the Services, both parties shall enter into possession of confidential information from the other party, hereinafter referred to as "Confidential Information". The Purchaser can carry out an audit of the Supplier or have it carried out, at its own costs, to ensure that it complies with the Legislation. This audit can be performed by the Purchaser itself or by any third party of its choice: - Once (1) a year if the audit is requested by the Purchaser Or as soon as occurred a Security Incident or a situation that let the Purchaser think that the security, integrity, confidentiality, and correct process of the Personal Data are not satisfied. Confidential Information shall remain the exclusive property of its owner and may not be divulged or used by the other party without the prior written agreement of the owner for any purpose other than the performance of the Services under the terms of the Order. Confidential Information shall not be used after termination of the Services. Confidential Information shall not include information, or parts of this information, for which the party concerned is able to prove that: a) the information was known or accessible to the public prior to the date on which it was received from the other party; or b) the information became known or accessible to the public after the date on which it was received from the other party without the party concerned being responsible for this; or - The Supplier will be notified that an audit will be carried out at least 15 (fifteen) days before the audit. In case of emergency, the audit can be carried out without delay. The Supplier commits to participate in the audit in good faith and will: - - Give access to the auditors to its premises; Provide any document and information that is necessary to prove its compliance with its obligations. If the audit demonstrates a breach from the Supplier to the present terms and conditions of purchase or to the applicable legislation, the Purchaser has the right to : c) the information was communicated to the party concerned by an authorised third party without there being any infringement of a confidentiality agreement for this information. - - Ask the Supplier to reimburse the audit’s costs, Give a formal notice to the Supplier to remedy this breach, - Terminate the Order in line with the present terms and conditions, Each party shall communicate the Confidential Information of the other party only to its officers and employees and only to those who are required to know this information, and all persons to whom the Confidential Information is communicated shall be notified of the confidential nature of the Confidential Information and of the restrictions applying to its use under the terms of the Order. Both parties shall ensure that all officers and employees who are likely to receive confidential information shall be notified of their obligation to comply with the provisions of this clause. The parties shall be liable for any infringement of this clause by said officers and employees. Upon termination, the Purchaser will be entitled to request reimbursement of (or, if not yet paid, to retain) any remuneration relating to a Service subsequent to the date on which the termination comes into effect. XXI NON-COMPETE CLAUSE</ u< >/ b< >/ b> The Supplier expressly undertakes not to send on secondment any staff assigned for the performance of the Services to a company competing with the Purchaser, "Competing" means any company competing with the Purchaser that is manufacturing, selling or marketing cleaning, household and/or pharmaceutical products. The confidentiality obligations established in these General terms and conditions of purchase shall subsist after the termination of the Services for a period of five (5) years. < b> < < b>XVI APPLICABLE LAW u>JURISDICTION – ALLOCATION OF XXII GUARANTEES – INSURANCE The Supplier shall bear full responsibility in the event of partial or complete non-performance or inadequate performance of the Services described in the Order. The Supplier undertakes to achieve the result desired by the Purchaser. If obtaining the result implies a certain degree of chance, the Supplier shall do its utmost to ensure the optimal performance of the Services, while complying with legislative and regulatory provisions, and in accordance with the proper rules. These General terms and conditions of purchase and any Orders are subject to French law and shall be interpreted in terms of this law. In the event of any dispute relating to or resulting from these General terms and conditions of purchase or the Order, the parties must make all reasonable efforts to settle the dispute amicably. If no conciliation can be reached, the dispute shall be brought before the Paris Commercial Court (Tribunal de commerce). The Supplier shall be liable for any damages caused by its staff or by any of its subcontractors. The Supplier shall compensate the Purchaser for any damages resulting from its actions or those of its employees or subcontractors, in particular any loss of use, benefit, or information, or any damage to its brand image. The Services must strictly comply, in terms of both quantity and quality, with the specifications of the Order. The Purchaser reserves the right to send any non- compliant Services back to the Supplier, at the Supplier's expense, without prejudice to any compensation that the Purchaser may be entitled to claim from the Supplier. The Supplier declares that it holds insurance policies covering any civil liability, and particularly any professional civil liability, that it may incur as a result of the Services. Prior to beginning the Services, the Supplier shall send proof of Civil Liability insurance taken out for the purposes of its operations. The Supplier shall assume responsibility for taking out the necessary insurance policies to cover the financial consequences of the professional civil liability and/or contractual liability that it may incur for any damage caused during or as a result of the performance of the Services covered by the Order. The policies must be obtained from companies known to be solvent that are represented in France. The Purchaser reserves the right to request that the Supplier increase the amount guaranteed in the event that this amount does not adequately match the risks and liability incurred. < b>XVII NO-WAIVER CLAUSE</ u< >/ b< >/ b> Failure by either party to act upon a breach by the other party of one of the obligations specified in these General terms and conditions of purchase may not be construed in the future as a waiver of the right to act upon said breach at a later time or as a waiver of the obligation in question. < b>XVIII PARTIAL INVALIDITY</ u< >/ b< >/ b> The invalidity, nullity or inapplicability of any provision of these General terms and conditions of purchase shall not entail the invalidity or inapplicability of the other provisions, which shall maintain their effects, unless one of the parties is able to prove that the invalid provision was an essential element of these General terms and conditions of purchase and a determining factor in its decision to sign the contract. < < b> u>XIX TRADE REFERENCES</ u< >/ b< >/ b> The Supplier shall refrain from using the logos, brands or other distinctive signs, as well as the name of the Purchaser as advertising documents, in the media or press, without the prior written agreement of the Purchaser or the entities concerned. a trade reference in its brochures or < b>XX TERMINATION</ <u />b <> /b> 1< Wb > h. <e /r be >there is a breach, the Supplier shall take all steps reasonable instructed by the Purchaser to remedy that breach. The Supplier shall provide the Purchaser with the proof of insurance provided by its insurer(s), certifying the existence, duration, renewal and conformity of the insurance policies and the financial guarantee. 2.The Purchaser may terminate the Order, by giving the Supplier a notice of termination, in the following cases: i) after a formal written notice sent by the Purchaser to the Supplier asking it to remedy a breach that has not been heeded eight (8) days after being sent, ii) in the event of the voluntary or involuntary bankruptcy or insolvency of the Supplier or if, in general terms, the Supplier fails to perform the Services, iii) in the event of bankruptcy proceedings involving the Supplier, iv) modifications of the Supplier's legal structure (transfer of shares, change of legal form, division, merger, sale of a business line, etc.) < b>XXIII ASSIGNMENT - SUBCONTRACTING</ u< >/ b< >/ b> As the Supplier has been selected by the Purchaser on the basis of its commercial offer and abilities, the Supplier may under no circumstances assign or transfer all or part of the Order to a third party by any means whatsoever, including via a merger, acquisition or the transfer of economic assets, without the prior written agreement of the Purchaser. Subcontracting the entirety of the Services is prohibited. The Supplier may subcontract part of the Services provided that it first obtains the express written consent of the Purchaser. The SUPPLIER shall therefore inform the Purchaser of the identity, legal form and registered office of any subcontractor(s), as well as the Services that it intends to subcontract and the financial conditions for this subcontracting. If the Purchaser gives its consent, the Supplier shall ensure that the subcontractor respects the provisions of these General terms and conditions of purchase in all areas. < b>SEAL AND SIGNATURE: < /b> SIGNED BY: ON: IN: The authorised subcontracting shall under no circumstances create a contractual relationship between the Purchaser and the subcontractor(s). The assignment of debts (delegation of payment) is prohibited. All payments related to the performance of the Order shall be made to the Supplier who is then required to pay the subcontractor(s). The Supplier shall remain solely liable to the Purchaser for the complete and proper performance of the Services that are subcontracted. Any failing or breach committed by a subcontractor shall therefore be deemed a failing or breach committed by the Supplier. < < b> u>XXIV PRICE - PAYMENT CONDITIONS</ u< >/ b< >/ b> Unless otherwise specified in the Order, ownership of the Services is transferred to the Purchaser at the time of transfer of risk, in accordance with the relevant Incoterms. The number of order/PO must be indicated on all communication documents and mandatory placed on the invoice/ credit note (Document). Price includes all taxes, royalties, fees, charges, duties. The payment conditions for the Purchaser are within forty- five (45) days of the end of the invoicing month (unless French legislation provides for specific payment conditions). All invoices must be sent to the following address specifying the relevant entity: • • • Reckitt Benckiser France RB Holding Europe du Sud Airwick Industries Reckitt Benckiser Comptabilité Fournisseur 38, rue Victor Basch 91300 – Massy Invoices sent more than sixty (60) days after performance of the Services cannot be processed by the Purchaser without its prior written agreement. The Purchaser is entitled to refuse to pay any invoice that does not satisfy the conditions laid out in this article, as well as any invoices that it may justifiably contest, for as long as these invoices remain non-compliant with legal requirements or the dispute remains unsettled. The Purchaser shall not be obliged to pay the costs or any other expenses resulting from the mistakes or negligence of the Supplier or a third party hired by the Supplier, or any other expenses incurred by the Supplier without the prior written agreement of the Purchaser.