General Purchasing Terms & Conditions of MVG

1.    GENERAL PROVISIONS – ACCEPTANCE PROCEDURE

These standard terms of purchase (hereinafter the “Standard Terms”) apply to all orders (hereinafter the “Order(s)”) placed by MVG and/or one of its subsidiaries, subject to any specific terms published by those subsidiaries (hereinafter “MVG” or the “Buyer”) with any supplier based in or outside of France (hereinafter the “Supplier”), covering the purchase of any product, supply(ies), works and/or services (hereinafter the “Supply(ies)”) to the extent that they are not amended or supplemented by the provisions of the Order or any special terms agreed by the Parties for the Order.
MVG is only bound to complete the purchase (and, accordingly, the Order placed with the Supplier is only valid) if the Supplier accepts all of the provisions of the Order. Moreover, if the Supplier commences the fulfilment of the Order, it will be deemed to have irrevocably accepted all provisions of that Order, including these standard terms.
For the purposes hereof, MVG and the Supplier are collectively referred to as the “Parties” and individually as a “Party”.
The Supplier shall also examine all documents/drawings and any other information provided by MVG and the Supplier will report any mistake/omission/non-compliance that it may discover within ten (10) calendar days from the receipt of the Order. Failing to do so, within the allotted time, the Supplier shall bear all consequences of those mistakes/omissions at its own expense and risk.

2.    FULFILMENT - DELIVERY - ACCEPTANCE PROCEDURE

Unless otherwise provided in the Order, the Supplies must be delivered according to the DAP incoterm (Incoterms ICC 2010, or carriage-paid for domestic sales) to the delivery address agreed in the Order. The contractual delivery date for the Supply(ies) corresponds to the date on which the goods must be delivered to and unloaded at the delivery address stated in the Order. That date constitutes a mandatory requirement and is an essential provision of the Order. The actual date of delivery is the date marked by the consignee’s acceptance agent on the duly signed handover (or delivery) slip.
No early deliveries are permitted without MVG’s prior written consent.
Where an acceptance procedure is required under the Order, this will generate, at the Supplier’s initiative, a certification by MVG of its acceptance of the one or more Supplies, with or without reservations.
Unless otherwise authorised by MVG in writing and in advance, all components forming the Supply(ies) must be brand new and must comply with all requirements set out in the Order, including those regarding the materials to be used. 
The Supplier may not make any changes to the parts used and/or add and/or remove components for the Supply(ies) without MVG’s prior written consent.

3.    LATE DELIVERIES - PENALTIES

Time is of the essence for every Order. Should Supplier fail to deliver any Supply on the scheduled delivery date, Supplier shall be liable for remedies as follows:
-    In the event of delays in delivery or acceptance, which are not attributable to an event of force majeure or to MVG's negligence, Supplier shall owe penalties for delay calculated on the total amount of the Order at a rate of zero point five percent (0,5%) per calendar day of delay up to a maximum of ten percent (10%) of this amount. 
-    Over and above this maximum limit, MVG shall have the right:
-    to claim its actual loss from the Supplier and
-    to terminate unilaterally all or part of the Orders, at any time and as of right, for breach of the Supplier (without prejudice to any damages), in which case, the extent of the delay shall be considered purely and simply as a default of the Supplier.

Supplier shall not make any early delivery without MVG's prior written agreement.

4.    ORDER CHANGES

4.1 Changes by MVG
MVG may request changes to the quantity or substance of the Supply(ies) at any time before delivery of the Supplies and the Supplier hereby accepts that principle. Any such changes will be recorded in an amendment to the Order negotiated between MVG and the Supplier setting out, where applicable, the new contractual delivery/acceptance date and the corresponding adaptations to the economic terms of the relevant Order. If the Parties fail to reach a written agreement on the terms of that amendment within fifteen (15) calendar days as of the request for changes submitted by MVG, the latter will be entitled to impose those changes and to apply any price adjustment it may deem reasonable, provided MVG justifies the price adjustment and subject to the Supplier’s rights to challenge such price adjustment.

4.2 Changes by the Supplier 
The Supplier shall give MVG written notice of (i) any decision to stop manufacturing or selling the Supply(ies), and (ii) of any changes made to the Supply(ies) or the manufacturing thereof and, in particular, any changes affecting the process used (including any material changes made to the information systems used by the Supplier or its subcontractors), the procurement of critical components, the design of the Supply(ies) or the location of the production site(s), where such changes affect or could affect the technical specifications, regulatory compliance, useful life, reliability or quality of the Supply. The Supplier shall ensure that such written notice is received by MVG at least nine (9) months before the effective date of the discontinuance or the scheduled date of the implementation of those changes. MVG reserves the right to refuse any such change and, therefore, to terminate any on-going Order as per article 18.2 hereto.
In any case, the Supplier remains fully liable for the compliance of the Supply(ies) to the relevant Order and for the consequences of any such changes.

5.    PASSING OF RISK

Notwithstanding any control or acceptance procedures completed at the Supplier’s premises, risk passes when the Supply(ies) are delivered in accordance with the provisions of Clause 2 above. However, if an acceptance procedure is provided for, the Supplier will remain liable for the risks associated with the Supply until MVG has issued an acceptance certificate without reservations.
Unless otherwise provided in the Order, the Supplies are transported at the Supplier’s risk.

6.    MARKING, PACKAGING AND DOCUMENTATION

6.1. CE Marking  
The Supplier shall comply with the provisions of Regulation EC 765/2008, decision 768/2008/EC and the harmonised EN 50581 standard and all associated implementing legislation, including the manufacturer’s obligation to issue a declaration of conformity and retain proof of conformity in the form of appropriate technical documents.

6.2. Packaging
6.2.1 The Supply(ies) shall be delivered in packaging that is suitable for that type of Supply(ies) and which provides adequate protection, in particular against the risk of bad weather, corrosion, vibrations, loading or unloading accidents and the constraints of carriage and storage operations, to ensure their proper preservation. Packaging shall comply with standard industry practice and any specifications set out in the Order. Packaging is not provided on a consignment basis, unless otherwise provided. If provided on a consignment basis, packaging shall be returned at the Supplier’s expense.

6.2.2     The packaging used for the Supplies shall meet the requirements set out in applicable EU directives and regulations and those set out in applicable statutory and regulatory provisions of applicable domestic law.

6.2.3 The Supplier shall provide upon request of MVG or any control officers a written declaration of compliance for the packaging used, covering all packaging from the packing station until the point of sale.

6.3 Documentation 
The Supply(ies) shall be delivered along with the documentation required for its use, maintenance and servicing and, where applicable, with any other documentation required under the Order and/or applicable laws and/or standards.

7.    CONTROLS, AUTHORISATIONS AND CERTIFICATIONS

The Supplier is responsible and liable for checking and certifying the compliance of the Supply(ies) with the applicable terms, as stated in the Order specifications and as required by MVG in other documents connected to the Order, and the Supplier represents that it is fully aware thereof. No controls carried out by MVG before, during or after delivery/ acceptance may be construed, in any circumstances whatsoever, as releasing the Supplier from that liability.
The Supplier is solely responsible for obtaining all authorisations and certifications required in connection with the design, manufacturing, carriage, installation, inspection and testing of the Supply(ies), from any appropriate administrative authorities.

8.    SHIPMENT

When a Supply is shipped, the Supplier shall simultaneously send a copy of the consignment note to MVG, by post or using any other method agreed by the Parties, specifying the reference numbers and date of the Order and the number of parcels and containing an accurate description of the shipped Supply(ies). The original consignment notes, the certificates of compliance and the control certificates must travel with each parcel shipped.

9.    REJECTED GOODS OR SERVICES

MVG shall inform the Supplier of any rejected Supply(ies) , failing to comply with the specifications set out in the Order and/or agreed by the Parties elsewhere by any other means in connection with the Order. Any rejected Supply(ies) will be deemed undelivered/unaccepted Supply(ies) and must be collected by the Supplier, at its own expense, within forty-eight (48) business hours of receipt of the rejection notice. Failing this, the rejected Supply will be returned to the Supplier at its own expense and risk. Where a Supply is rejected, MVG may ask the Supplier to replace the Supply as swiftly as possible and, in such a case, MVG may charge the liquidated damages set out in Clause 3 above as from the date of delivery originally agreed in the Order.

10.     INVOICING

A single original of all invoices shall be sent to the invoicing address stated in the Order. Each invoice shall state the references used by MVG and those of the corresponding Order 
Unless otherwise expressly agreed by MVG, a separate invoice must be issued for each Order and each invoice must contain a description of the invoiced Supply and the unit prices and amounts delivered.
Specific invoicing schedule can be requested by MVG when partial advancement is made by the supplier on the manufacturing or delivery of the Order. The schedule and conditions to for invoicing will then be detailed in the Purchase Order issued by MVG.
MVG reserves the right to suspend the payment of any invoice failing to comply with the applicable regulatory provisions and/or the provisions of this Clause. MVG will issue a debit note or an invoice to the Supplier for any discrepancies in the amount or quality of the Supply(ies) delivered or the price invoiced. The Supplier may challenge such debit note or invoice within forty-five (45) calendar days of issue and, if not challenged in a written notice within that period of time, such debit note or invoice will be deemed accepted and Supplier shall then issue the corresponding credit note or make the corresponding refund within five (5) business days. 

11.    PRICES AND PAYMENT TERMS AND CONDITIONS

Unless otherwise provided in the Order, the prices set out in the Order are binding, non-adjustable, inclusive of delivery and packaging costs and all other costs, expenses, disbursements and taxes connected to the Supply.
Unless otherwise provided in the Order, all payments shall be made within sixty (60) days of the invoice date (net 60 days).
The payment of any amounts corresponding to any debit notes issued by MVG for the Order will be suspended until MVG has received the corresponding credit note.
The Supplier represents that it is responsible for all risks and unforeseeable consequences arising from any change in circumstances, of any kind and on any basis whatsoever, occurring during the term of the Order. Accordingly, the financial and other terms and conditions of that Order will remain binding even in the event of an unforeseeable change in circumstances as defined in Article 1195 of the French Civil Code (Code Civil) and the Parties expressly agree that the provisions of that Article do not apply to the Order.

12.    ASSIGNMENT OR SUBROGATION OF RECEIVABLES, RIGHTS AND/OR OBLIGATIONS ARISING FROM THE ORDER/SUBCONTRACTING

12.1 The Supplier undertakes not to assign or transfer all or part of the receivable arising from the Order, unless:
- to a duly registered financial institution (i) with a rating of at least BBB (Standard & Poors rating) or Baa3 (Moodys rating) or equivalent rating from another internationally recognized rating Agency or (ii) internationally recognized, subject to MVG prior written approval and,
- The Supplier gives MVG’s Accounts Payable Department prior written notice of at least thirty days (30) calendar days. That prior notification procedure must also be used for any invoice factoring agreements and must provide relevant details including its termination, expiry date or amendments thereto).
Subject to the provisions set out above which only apply to the transfer of the corresponding receivable, the Supplier undertakes not to assign/transfer all or part of the rights and/or obligations arising from the Order without MVG’s prior written authorisation.

12.2 Subcontracting 
The Supplier shall not subcontract all or part of an Order, within the meaning assigned to this term in Article 1 of the French Subcontracting Act of 1975, unless it has obtained MVG’s prior written approval.  MVG reserves the right not to approve the subcontractor proposed by the Supplier. If the Supplier subcontracts all or part of an Order without MVG’s prior written consent, MVG reserves the right to unilaterally   terminate the Order for cause and without prejudice to any claim for damage. 

13.    MOULDS, EQUIPMENT AND TESTING TOOLS (hereinafter the “Equipment”)

Any Equipment specifically ordered for the fulfilment of the Order becomes the exclusive property of MVG as soon as it has been made and may only be used by the Supplier to perform Orders placed by MVG. If that Equipment is stored at the Supplier’s premises, it must be labelled with an MVG ownership plate and must be immediately returned to MVG, in good working order, if requested in writing. The Supplier is responsible, at its own expense, for servicing the Equipment and for routine repairs. The Supplier is responsible for the custody and preservation of the Equipment, at its own risk, and must ensure that the Equipment is properly covered by its own insurance policies.  
If a loss occurs, the Supplier shall restore the Equipment to its original condition, at its own expense and as swiftly as possible, unless the Equipment is found to be unrepairable, in which case it shall compensate MVG for its fair market value, which may not be less than 25% of its replacement value.

14.    CONTRACTUAL WARRANTY  

14.1. Proper working order
The Supply(ies) shall be free from any defect in design, workmanship and/or materials for a period of twenty-four (24) months commencing on the date of delivery or acceptance. Accordingly, if MVG or its own customer discovers a defect in or problem with the Supply, the Supplier undertakes to correct, repair or replace the Supply, at its own expense and in its current setting (also covering any staff travel expenses and any disassembly/reassembly costs) so that it operates in compliance with the provisions of the Order and in the manner required for its intended use, in all respects.
If a claim is made under this warranty and the Supplier fails to correct or replace the defective Supply within a reasonable period taking into consideration the constraints faced by MVG or its own customer, MVG reserves the right to correct or replace it directly or through any third party, acting in the place and stead of the Supplier and at the Supplier’s own expense and risk. 
Any service provided and/or part replaced/corrected/repaired under this warranty will in turn be covered by this warranty for a period of twenty-four (24) months on the terms and conditions set out above. This warranty covers all parts/services other than those treated as consumables, with a useful life of less than twenty-four (24) consecutive months.

14.2. Spare part Supply(ies) 
The Supplier undertakes to supply all spare parts for a period of ten (10) years, commencing on the date of the delivery/acceptance of the Supply.

15.    INTELLECTUAL PROPERTY

The Supply(ies), including the “Results” (defined as all deliverables, findings, inventions, know-how, software and intellectual works designed or developed as part of the Supply/services and all associated intellectual property rights), ordered by MVG become the exclusive property of MVG in consideration of the payment of the agreed price.
Accordingly, the Supplier shall:
-    assign to MVG, as and when created, all of the Results and all of the corresponding intellectual/industrial property rights including, in particular but without limitation, (i) the right to use the Results in any place, for all purposes and for an unlimited number of users, (ii) the right to reproduce as many copies of the Results as MVG deems fit, on any type of medium and using any means, now known or hereafter devised, (iii) the right to display the Results, using any processes now known or hereafter devised and/or on any type of medium, free of charge or against payment, (iv) the right to adapt and/or modify all or part of the Results directly or using any third party of its choice, and (v) the right to directly or indirectly sell and/or distribute all or part of the Results, free of charge or against payment, in any form, using any means and on any type of medium;   
-    provide to MVG, on request, the source and object programs/codes for the software forming part of the Results and any associated documentation;
-    not file any application to register any industrial property rights in the Results and acknowledges that MVG is the only person authorised to take the necessary steps to establish and protect its rights in the Results. Accordingly, the Supplier hereby assigns the right to file any industrial property rights on the Results and undertakes to provide MVG with such assistance as it may require to allow it to protect, defend and exploit the Results. The Supplier undertakes to sign and have signed by its employees any document in that respect. The Supplier shall solely be responsible for any remuneration owed to its employees in that respect;
-    not directly or indirectly exploit the Results, in any manner whatsoever, for any purpose other than the fulfilment of the Order.
The rights assigned under this clause are assigned worldwide, for the entire period of statutory protection afforded to the intellectual property rights in the Results, and in accordance with French and foreign legislation and any international agreements applicable in that respect.
The Supplier shall hold MVG and all other companies belonging to the MVG group, harmless from and against any and all legal action taken by third parties based on (alleged or established) acts of infringement and/or claiming intellectual property rights in the Supply(ies) and/or Results delivered in fulfilment of the Order. If such action is taken against MVG and/or a MVG group company, the Supplier shall cover in full (i) replacement of the Supply(ies) with non-infringing one(s) and additional costs of procuring and implementing replacements for, or alternatives to, the Supply(ies) (ii) all damages and legal costs (including the fees charged by advisers and lawyers) that MVG and/or the MVG group company may bear, and (iii) any amount to be paid under a court decision or a settlement, without prejudice to MVG’s right to terminate the Order and any other pending Orders as of right and without any further formality or compensation five (5) calendar days after formal notice with which the Supplier fails to comply.

16.    CONFIDENTIALITY - PUBLICITY

Any information and/or data (hereinafter the “Confidential Information”), of any kind whatsoever (including, but not limited to, financial, technical and/or commercial information and/or data) and/or on any type of medium whatsoever, provided by MVG or to which the Supplier may have access for the purposes of an Order, shall be treated as strictly confidential and used exclusively for the fulfilment of the Order. the Supplier shall not use such Confidential Information for any other purposes whatsoever. Any Confidential Information provided by MVG will remain the property of MVG and/or a MVG group company. Any disclosure of Confidential Information by MVG may not be construed, in any circumstances whatsoever, as expressly or impliedly granting the Supplier any type of right to use or any type of title to the materials, inventions and/or discoveries covered by that Confidential Information. The Supplier shall not disclose any Confidential Information to a third party without MVG’s prior written consent, it being agreed that if such a disclosure is authorised, the Supplier shall procure that the said third party complies with this confidentiality undertaking at least as strict as that set forth hereunder and shall be liable to MVG therefore. 
Unless otherwise expressly agreed in advance in writing by MVG, the Supplier shall not mention the existence of its commercial relationship with MVG to third parties or present all or part of the Supply(ies) or Results produced in accordance with or on the basis of the Confidential Information supplied by MVG and shall not use the trademarks, logos and other distinctive signs owned by MVG. If the Supplier fails to fulfil any obligation set out above, MVG may terminate the Order as of right and without any further formality or compensation.

17.    INSURANCE

The Supplier undertakes to provide MVG, on request and, in any case, within ten (10) days of the commencement of the Order fulfilment process, with all certificates of insurance to be issued by its insurers, covering to a reasonable extent the risks associated with the fulfilment of the Order and, in all cases, for a minimum insured amount of € 2,000,000 (two million Euros), and to obtain, at its own expense, any reasonable additional cover that MVG deems necessary based on the risks associated with the fulfilment of the Order. 

18.    TERMINATION

18.1 MVG may unilaterally terminate the Order by operation of law and without any right for the Supplier to claim any compensation whatsoever in that respect and without prejudice to any damages that MVG may subsequently be entitled to claim, in the following cases:
-     Fifteen (15) calendar days after sending formal notice to proceed the Supplier fails to comply with, in the event that (i) the Supplier has failed to fulfil any of its obligations under the Order and (ii) in any other cases of termination provided for in these Standard Terms.
-    With immediate effect, in the event of the following:
•    Dissolution or voluntary winding-up of the Supplier, 
•    Late delivery penalties exceeding the contractual cap, following a failure to meet contractual deadlines, or
•    Rejection in accordance with the provisions of Clause 9 above.
-    Subject to applicable statutory provisions in force, in case of the Supplier’s compulsory winding-up.
-    In the event of a situation of force majeure provided that the impediment is permanent or that the resulting delay justifies termination of the Order. 

18.2 MVG may terminate an Order, at any time and without any need to show a breach by the Supplier (termination for convenience), by giving prior written notice of fifteen (15) days and paying, as a full and final settlement, (i) the price of any compliant Supply(ies) delivered before the end of the notice period, and (ii) all irrecoverable costs already incurred by the Supplier before the date of its termination and directly related to the Order, provided that those costs are duly established and evidenced.

19.    DISPUTES - GOVERNING LAW

The Order is governed by French law, to the exclusion of the provisions of the Vienna Convention dated 11 April 1980 on contracts for the international sale of goods and without regard to its conflict-of-laws provisions.   
Any dispute that may directly or indirectly arise from (i) the interpretation, validity, performance or end (expiry or termination for any reason whatsoever) of the Order or any matters or issues arising in connection therewith,  (ii) the current or past commercial relationship between the Parties, that the Parties fail to settle out of court within thirty (30) days of the initial notice of the dispute given by either Party, will be subject to the exclusive jurisdiction of the Paris Commercial Court (Tribunal de Commerce de Paris), notwithstanding third-party notices or impleaders, multiple defendants and summary proceedings.

20. SUSTAINABLE DEVELOPMENT, ENVIRONMENT, ETHICS AND COMPLIANCE  

20.1.    The Supplier undertakes to adhere to and comply with the principles and guidance of the ISO 26000 “Guidance on Social Responsibility” international standard. The basic principles of ISO 26000 are available at http://www.iso.org/iso/fr/discovering_iso_26000.pdf 
The Supplier undertakes to comply with the rules set out in ISO 14001.
The Supplier is also informed that the energy performance of the Supply was taken into account during MVG’s selection process (in accordance with ISO 50001).

20.2   The Supplier undertakes, in particular to ensure a completely safe use of the Supply(ies), to comply with all laws and regulations in force at the time of the Order or that come into force on or before the date of delivery of the Supply(ies), including both national provisions applicable at the place of manufacturing, transit or delivery (as stated in the Order), and EU provisions, in particular REACH (EC 1907/2006), RoHS (EU 2011/65), F-Gas (EU 517/2014), Ozone Depleting Substances (EC 1005/2009), their annexes, subsequent amendments and implementing legislation.
Under the foregoing, the Supply(ies) may not contain any hazardous substances exceeding the prescribed thresholds unless a valid exemption applies. If an exemption is used, this must be reported to MVG using the procedure set out below. 
MVG may not accept the Supply(ies), as defined in Clause 2 above, until the Supplier has provided the declarations of substances based on the IEC62474 list (covering, at the very least, REACH and RoHS substances) for all the Supply(ies) and updated material safety data sheets for the materials and preparations, by sending them directly to paris-purchase@mvg-world.com, declaring them via BOMcheck (https://www.bomcheck.net/), or if requested by MVG, within no more than twenty-one (21) days. 
In accordance with MVG’s substances policy designed to eliminate substances of very high concern (SVHCs) from MVG’s products, the Supplier undertakes:
-    to ensure that none of the Supply(ies) contain any of the substances listed in Annex XIV to the REACH regulation after the relevant sunset date;
-    not to use the said substances in the Supply(ies) to the extent possible and, at the very least, to report them to MVG in accordance with the procedure referred to above and to launch a replacement programme in partnership with MVG.
On request, the Supplier shall provide MVG with all required supporting documents (including laboratory test results, as recommended in EN 50581:2012) during the statutory retention period.

20.3   As regards the disposal and treatment of waste electrical and electronic equipment and end-of-life batteries and accumulators and the financing thereof, the Supplier undertakes to inform MVG of the obligations arising under EU legislation and regulations (Directives 2012/19/EU, 2006/66/EC and 2013/56/EU in particular and their implementing legislation) and the legislation and regulations applicable in the country of delivery on the date of purchase and any known developments occurring on or before the date of delivery. 

20.4    The Supplier undertakes to inform MVG of any Conflict Mineral substances found in the Supply(ies) and their country of origin, in accordance with the requirements of the US Dodd-Frank Act of 2010 and/or any other legislation with the same purpose.

20.5    The Supplier shall indemnify MVG from and against any costs, damage and losses sustained by MVG and/or awarded against it following third-party claims, as a consequence of Supplier’s failure to comply with one of the provisions of this Clause 20.

20.6    The Supplier shall also comply with the ethics and anti-bribery/corruption policies implemented and monitored by MVG, as referred to or deriving from  MVG Principles of Responsibility and in the Responsible Business Alliance (RBA)  Code of Conduct that Supplier declares well known to it:
http://www.responsiblebusiness.org/standards/code-of-conduct/
 If the Supplier fails to fulfil any obligation described above, MVG may unilaterally terminate the Order without any further formality or compensation fifteen (15) calendar days after formal notice with which the Supplier fails to comply.

21. INSPECTION/AUDIT 

MVG reserves the right to conduct, directly or through any representative duly authorised by MVG, any inspection of the Supply(ies) subject to   reasonable prior notice, including at the premises of the Supplier or its main subcontractors. Such inspection shall be conducted  during the normal opening times of the Supplier/those subcontractors (or at any time in the event of an emergency), in order to: (a) examine the Supplier’s procurement records; (b) inspect, in any manner, the works and/or services making up the Supply, in the process of being made; (c) inspect, in any manner, the quality, manufacturing and test data for the Supply(ies); and (d) inspect, in any manner, the Supplier’s actual compliance with its undertakings under the Order and these Standard Terms. If the Supplier fails to fulfil any obligation described above, MVG may unilaterally terminate the Order without any further formality or compensation fifteen (15) calendar days after formal notice with which the Supplier fails to comply.

22.    EXPORT CONTROL AND ORIGIN OF SUPPLIES 

22.1 The Supplier acknowledges and agrees to comply with the export and re-export controls regulations, ordinances and laws in any jurisdiction from which the Supply(ies) is exported or the Services are provided. Supplier agrees to obtain all necessary export and re-export permits or licenses at the Supplier’s expense to meet MVG’s delivery requirements.  The Supplier shall supply MVG with any and all information regarding any applicable export controls classifications of the Supply(ies) procured by Supplier under this or any subsequent agreement within five (5) working days from the receipt of the relevant Order. The Supplier shall indemnify MVG against all liability, losses, damages, and expenses (including reasonable attorney’s fees) resulting from the Supplier’s non-compliance or violations of such export and re-export controls regulations.

22.2 For Harmonized System (HS) Tariff Codes of the Supply(ies), the Supplier undertakes to provide MVG with a written declaration for all of the Supply(ies) confirming the HS Tariff codes of the Supply(ies) under customs laws before their delivery. The Supplier shall report to MVG any changes in the HS Tariff codes of the Supply(ies). 

22.3  For origin of the Supply(ies), the Supplier shall provide MVG before delivery with a written declaration confirming the origin of the Supply(ies) under customs laws, If the Supplier is domiciled in a Member State of the European Union, it must provide MVG with a long-term declaration in accordance with Regulation (EU) No. 2447/2015 for all Supply(ies) complying with the rules of origin governing preferential trade with the EU delivered regularly and for a long period of time. The Supplier shall report to MVG any changes in the origin of the Supply(ies). 

22.4 Data and information referred to in this article 22 shall be directly sent to: paris-purchase@mvg-world.com).  If the Supplier fails to fulfil any obligation described above, MVG may terminate the Order by operation of law and without any need for any other formality, fifteen (15) calendar days after formal notice with which the Supplier fails to comply.

23.    NO JOINT AND SEVERAL LIABILITIES 

The Parties expressly agree that no joint and several liabilities between MVG and its subsidiaries or between its subsidiaries themselves may be inferred from the existence of these General Purchasing terms & Conditions. If a subsidiary of MVG places an Order to and/or enters into any contract with the Supplier, this will not generate any right for the Supplier against MVG and/or any subsidiary of MVG that is not a party to that Order or contract.

24. DATA & CYBER SECURITY MIMIMUM REQUIREMENTS

1.    Where Supplier has access to, collects, stores or otherwise processes data from or on behalf of MVG (e.g. including, as the case may, data from MVG customers, resellers, or users) in connection with its provision of the Supply (“Data”), including any data that may be generated by the Supply itself, Supplier shall at a minimum:

(i)    Only access, collect, store or otherwise process Data for the sole purpose of fulfilling Supplier’s obligations under the Order, or as otherwise expressly permitted by MVG in writing;
(ii)    Maintain reasonable and appropriate administrative, technical and organizational measures and safeguards to preserve and protect the security, integrity and confidentiality of the Data, aligned with applicable industry standards such as ISO / IEC 27001 or IEC 62443; 
(iii)    Should the Supply contain any software, firmware or chipsets; the development and productions of such shall demonstrably aligned with good industry practices and standards such as ISO/IEC 27001 or IEC 62443;
(iv)     Comply with any other privacy or security policies or procedures that MVG may provide or make available from time to time to the Supplier as the context requires; especially when Supplier has access to MVG IT systems or network, either at MVG location or remotely; and
(v)    Any infrastructure, systems, services, products or platforms used by Supplier to access, collect, store, or otherwise process Data, including data gathered from third-parties on behalf of MVG, shall be developed, maintained, and operated in accordance with industry-recognized security requirements and  Secure Development Lifecycle practices, including but not limited to, secure application development, vulnerability management, and compliance with applicable regulations and requirements.

2.    Supplier shall maintain a reasonable and industry appropriate business continuity plan to ensure its provision of the Supply, taking into account data and cybersecurity risks included in its comprehensive risk analyses, contingency plan and solutions for its continuous delivery and operations.
 
3.    In the event Supplier detects a confirmed or reasonably suspected misuse, compromise, or unauthorized access, destruction, loss, alteration, acquisition or disclosure of any Data, security breach or suspected vulnerability, whether in Suppliers’ IT systems or network, or in relation to the Supplier  (“Security Incident”):

(i)    Supplier shall notify MVG within a maximum of twenty-four (24) hours at: 
(ii)    paris-purchase@mvg-world.com Such notification shall contain at a minimum: (a) a brief description of the Security Incident, (b) any  MVG Systems or Data affected by the Security Incident, (c) any persons involved with the Security Incident, including any persons who made any unauthorized use or received an unauthorized disclosure, if known, (d) what Supplier has done or shall due to investigate the Security Incident, to mitigate any deleterious effects, and to protect against any further harm or other similar Security Incidents; and (e) any other information requested by MVG relating to the Security Incident; 
(iii)    Take prompt steps to investigate, contain, and remediate any Security Incident and cooperate with MVG in any subsequent investigation and response in connection with the Supplier’s IT systems or networks, or in relation to the Supply, and evidence demonstrating the completion of those activities.  Unless otherwise specified hereto, each Party will bear its own cost in relation to its performance and action contemplated as determined herein.

4.    In addition to the above and in case the performance of the Order necessitates specific or enhanced protection measures for Data, the Parties will enter into a specific and appropriate addendum considering the level of cybersecurity required by the circumstances as reasonably determined by MVG. 

25.  DATA PRIVACY

Each Party will process professional contact details and adequate information from employees or other representatives of the other Party in the framework of a Customer-Supplier relationship and for the exclusive purpose of performing this Agreement. In doing so each Party, as a Data controller, shall comply with applicable laws on the protection of personal data, including the EU General Data Protection Regulation (GDPR).
In addition to the above and to Article 24 and in case the performance of the Order may involve processing by either Party of personal data relating to the other Party’s employees, customers, or users of such other Party’s products, equipment, software or services, in particular within the meaning of EU Regulation known as “GDPR”, the Parties will enter into a specific and appropriate addendum considering their respective obligations under any applicable data protection laws and regulations.  

Logistics & Quality Terms, Requirements and Assessment 

B1    Quality Requirements

B1.1 Quality Mandatory Requirements 
1.    Parts / Product Drawings, Technical Specifications: Supplier shall ensure that products/components/sub-assemblies (hererto referred to as “Products”) supplied are consistent with the latest version of the technical specifications of MVG or, if no technical specifications from MVG, refers to general standard..
2.    Outgoing Inspection: The items inspected by Supplier at the production premises for the final inspection of the Products shall include all items that MVG will inspect when receiving the Products.
3.    Traceability: Suppliers shall establish a reliable and precise procedure that can cover and enable MVG to track through the entire manufacturing process, testing, marking and logistics of the Products. Every time when Supplier deliver the Product to MVG, Supplier shall inform MVG of the following data: batch, production address and date, verification and the quality record. Supplier shall retain all quality inspection reports. The production codes and batch numbers should be clearly identified on the original packaging of the Products. Supplier shall provide a written explanation of the production code.
4.    Control Plan: Supplier must use Failure Mode and Effects Analysis (FMEA) as a key input to prepare effective control plan. To adequately monitor the manufacturing process during production over the period, to ensure sustainable quality, a Periodic Part Surveillance/Assurance Test should be performed as per MVG Specification or general standard. Periodic Part Surveillance/Assurance Test plan should be part of control plan.
5.    Supplier Management: Supplier shall ensure the quality of sub suppliers (Tier X suppliers), ensuring a full quality management from sub-suppliers and supply qualification, risk management, and production control and continuous improvement.
6.     Change Management: Supplier shall inform MVG, in writing of any changes that may affect the specified specifications or mechanical design and functionality, packaging, environmental adaptability, durability, reliability or quality (including all process changes, changes in the supply of key components, changes in design, relocation of the plant premises, tiered supplier changes). A written approval of MVG is required before Supplier makes changes to the engineering design and/or manufacturing.
7.    Management of Customer’s Return 
•    The defective part is defined as one that differs from the technical specifications of the parts and the process approved 
•    When a critical defect is identified, MVG informs the supplier by mail of the defect, date of failure and non-compliance details vs agreed specification. 
•    Supplier shall implement and complete effective containment, corrective and preventive actions within the response time that MVG requests.
•    Supplier shall inform all SE entities in case a defective part is delivered to multiple sites.
8.    Personnel Qualification: The employees of Supplier at special positions shall have proper qualifications, and have received appropriate safety training, obtained the safety certificate and equipped with the security protection. Those persons shall be familiar with the abnormal disposal methods.
9.    Maintenance of Equipment and Tooling: Supplier shall establish a preventive maintenance plan for key equipment and tooling and record the implementation of the plan; the measuring instruments and inspection tools involved shall be checked on a periodically basis.
10.    Work instructions: The operating instructions should be placed on Supplier's working site within the scope the operators can reach and read. The operating instructions should be consistent with the control plan and include parameters of process control; the operators should be trained for working and follow the instructions.
11.    Material Control: All raw materials, work-in-process and finished Products shall be clearly identified. With regard to special raw materials, the preservation conditions and shelf life shall be monitored. First in First out shall be implemented. If any non-conformity is found in the final inspection of raw materials, the production process or the final inspection, the identification and isolation shall be made for the non-conformity Products and improvement actions shall be taken.
12.    Environment, Health and Safety: Is a discipline and specialty that studies and implements practical aspects of environmental protection and safety at work. Supplier must ensure that their activities do not cause harm to environment & any individuals. (Ex: Personal Protection Equipment’s practice at Plating process, Stamping/Molding/Soldering process etc... at Supplier premises & tiered supplier premises).
13.    Proactive and transparent partnership: Openness and transparency in Quality as a foundation of the relationship and on quality records, direct communication in case of product deviation, prompt and rigorous management of the return defective products.
14.    Quality Wall: In the event of repeated quality issues, BUYER may request the implementation by the SELLER of a Quality wall (100% inspection at SELLER’s manufacturing site) to prevent additional quality Issues, until the issue is fixed. In the case of Quality wall not fully effective after 3 weeks (BUYER keeps receiving Non-Compliant Products?), BUYER may implement additional 100% inspection at BUYER’s ’s facility, at SELLER’s cost, until the issue is fixed.

15.    Digital Interaction: Supplier shall ensure that all Quality related interactions are done through the appropriate Digitized Supplier portal (when applicable).

16.    Additional Quality Requirements related to specific MVG entities: In addition to the present list of items, specific MVG entities may require additional quality assurance requirements. In that case, they will be attached to Purchase orders as a separate document.

B1.2 Supplier Quality performance commitments

NOTA: for the purpose of the below provisions; SIO, OTD and Productivity (as per below definitions of these acronyms) may be revised on a yearly basis by mutual agreement of the Parties.  
The SELLER commits to meet the following requirements and commitments. 
a)    SELLER Quality Responsiveness. In some quality issues considered by the BUYER as critical (repetitive quality issue, issue with critical part(s), impact on BUYER’s performance or issue identified at Customer site), the BUYER may request a full problem resolution (8D) to the SELLER in which case the yearly global targets will be as follows. 
-    Time to close the 8D expected in 60 days (following standard practice of 2 days for contain, 2 weeks for correct, 2 months to prevent)
-    Quality of the 8D assessment, where the outcome of the assessment includes containment, corrective and preventive actions to ensure the problem will not reoccur. 

b)    Supplier Issue Occurrence (SIO) is the number of quality issue occurrences with the number measured globally by BUYER for a period of one contract year.
During the term of the present Agreement, the yearly target is: 
-    A maximum of 2 SIO per year

B1.3  Cost of no Quality: cost recovery 

As a clarification point of articles 9 & 14.1 of the MVG General Purchasing T&Cs , when a Product not according to specifications (“Non-conformity”) is detected in BUYER’s premises or at Customers (or any other downstream facility), BUYER will notify in writing SELLER without undue delay about the Non-conformity and, in the case the SELLER is not able to fix it with his own resources within a reasonable period of time (not being more than 10 days upon receipt by SELLER of the relevant notification) , BUYER may take action to fix the Non-conformity and relevant reasonably documented direct costs will be charged back to SELLER. Such direct costs will include, but not be limited to:
-    Rework i.e labor, tooling and fixturing, sorting, Premium product cost to support production,  Overtime paid to BUYER’s employees,  Cost paid to subcontractors / providers or consultants to help fixing the Non-conformity,  Scrap,  Added Inspection certificates of Product,  On site verification / Audits, Reimbursement of all charges from Customers

 B1.4 Change management: penalty

SELLER shall without undue delay notify to BUYER, in writing of any change that may affect the agreed specifications or mechanical design and functionality, packaging, environmental adaptability, durability, reliability or quality (including all process changes, changes in the supply of key components, changes in design, relocation of the plant premises and tiered supplier changes). A written approval of BUYER is required before SELLER makes any such change.
Should SELLER fail to provide such notification, SELLER will:
(i)    bear all direct costs incurred by BUYER as a consequence thereof and,
(ii)    be charged by BUYER a 10% penalty on the price for the concerned Products.  

B1.5 Quality reports: penalty

SELLER will issue reports on quality of the Products or Key process parameter 

B2.1 Delivery Performance

On Time Deliveries (OTD) and On Time Requested Date are measured and communicated to Supplier on a monthly or weekly basis. Ultimate objective being to increase material availability at plant level so minimizing OTR level on very late lines.
a.    OTR (%) – Upstream On Time Delivery: 
Ratio of number of late lines upon customer last requested delivery date, in 3 buckets:
Late by 1 to 8 days, Late by 9 to 30 days, Late by more than 30 days

b.    OTD (%) – Supplier On time Delivery: 
Ratio of number of late  Purchase Order lines upon supplier logistic offered delivery date (based on pre-agreed Lead-time and / or confirmed date from Seller during Purchase Order acknowledgement)
It’s SELLER’s responsibility to ensure the lead-time maintained in plant ERP’s is the correct one, in case of any upside change, SELLER shall warn plant enough in advance to avoid any supply chain disruption.

This ratio are split in 3 buckets:
Late by 1 to 8 days, Late by 9 to 30 days, Late by more than 30 days

c.    Yearly target setting: 
SELLER defines yearly target on OTR and OTD to confirm increase. Targets will be communicated to SELLER on January for the current year. By default, targets are the following: 
OTD target: 90% < 8days
OTR target: 90% < 8days