Conditions Générales d'Achats JCDecaux Version GB (document en anglais)

GENERAL PURCHASE CONDITIONS

INTRODUCTION

A. The supplier (hereafter the ‘Supplier’) states that it has examined, and duly and unreservedly accepted, as an integral part of the contract binding it to JCDecaux SA or one of its subsidiaries (hereafter the ‘Company’), (i) these general purchase conditions (hereafter the ‘General Purchase Conditions’), (ii) the Quality Clauses applicable to the suppliers and the Company’s technical and general specifications (hereafter the ‘Specifications’) as well as (iii)the Ethics Charter for Suppliers. These documents can be downloaded from the Company’s website www.jcdecaux.fr/cga Login : FOURNISSEURJCD1 / pass word : SPASFOUR1 – or can be obtained on ordinary request.

B. The Parties agree that these General Purchase Conditions apply immediately and in full to them, to the exclusion of any other document, general or special conditions, from the supplier or any professional or industrial organization, except for special conditions (hereafter the ‘Special Conditions’) duly negotiated and accepted in writing by the Parties.

C. The fact that the Company fails to invoke one of these General Purchase Conditions at any time, cannot be construed as a waiver to subsequently invoke the same provisions.

D. The General Purchase Conditions apply during cyclical fluctuations in the advertising market and the hazards inherent in invitations to tender by public authorities, with respect to the due dates and the quantities requested. These factors prevent the Company from quantifying and planning its requirements in the medium and/or long term. The Company also reserves the right to carry out regular consultations to ensure that the services supplied are competitive, and conform to its requirements, which requires the Supplier being regularly called into question. These General Purchase Conditions do not entail any commitment by the Company regarding the amount, rhythm, and/or exclusivity of the order, apart from Special Conditions, and only a purchase order issued under the terms and conditions of this document is valid as a firm commitment by the Company.

E. The contractual documents mentioned in (A) above are cited in order of decreasing priority. If there is a contradiction or a difficulty in interpretation between a lower ranking contractual document, and a higher ranking contractual document, the higher ranking document will take precedence. If there is a difficulty of interpretation between the main body of a contractual document and its appendices, the main body of the document will take precedence. Any rider which adds or modifies one of the contractual documents, will, once it is signed by the Parties, have the same rank as the contractual document it supplements or modifies.

1. PURCHASE ORDER

1.1 Any order which the Company places with the Supplier (hereafter the ‘Order’) is formalized by the Company sending a purchase order (hereafter the ‘Purchase Order’) by any written or computerized means, stipulating the nature and the Special Conditions for performing the service (hereafter the ‘Service’), the price (hereafter the ‘Price’), the quantity (hereafter the ‘Quantity’), the place and lead time for delivery (hereafter the ‘Delivery Lead time’) or performance (hereafter the ‘Performance Lead-time’). Orders issued in computerized form must be issued and accepted under the terms agreed between the Parties and permitting their authentication.

1.2 The Supplier is responsible for reviewing the Purchase Order received from the Company, and in particular for checking that it possesses all of the documents required to perform the Order.

1.3 The Company reserves the right to refuse any delivery performed without a Purchase Order duly signed by the Company’s Purchase Manager or Supply Chain Manager.

2. ACKNOWLEDGEMENT OF RECEIPT OF THE ORDER

2.1 The Supplier must confirm its acceptance of the terms of the said Order within a maximum of two (2) weeks from the date of the Order, by sending the Company an acknowledgement of receipt (hereafter the ‘Acknowledgement of Receipt’) by any written means confirming the Price, Quantity, and the Delivery or Performance Lead times binding it. By acknowledging receipt of the Order, the Supplier acknowledges that it has received all the documents and information required to perform it.

2.2 If the Supplier does not send the Acknowledgement of Receipt to the Company within this time limit, the Company reserves the right, after written notice to the Supplier has been ineffective for seven (7) days, either to consider that the Supplier is bound by all the provisions of the Purchase Order, or to cancel the Order.

2.3 No unilateral modification of the Order will be valid against the Company, without its prior, written agreement.

3. PRICE

3.1 Unless mentioned to the contrary on the Purchase Order or by rider to the Order, the Price given on the Purchase Order is exclusive of VAT.

3.2 The Price covers (i) goods (hereafter the ‘Goods’) packed and delivered to the address given on the Purchase Order or the written instructions of the manager of the Order and/or (ii) service (hereafter the ‘Service’) duly executed in accordance with the Purchase Order.

3.3 The Price given on the Purchase Order is firm and final. Any request to modify the Price must be made using the Acknowledgement of Receipt. The Company must previously accept any increase in the Price in writing by sending a written or computerized Rider to the Purchase Order, failing which this increase will be invalid.

4. THE SITE OF DELIVERY OR PERFORMANCE

4.1 The Supplier must strictly comply with the site of delivery (‘hereafter the ‘Delivery Site’) or performance (hereafter the ‘Performance Site’) stated in the Purchase Order, or on the specific instructions of the issuer of the Order. If the delivery site requested by the Company is not respected, the costs of rerouting to this site can be invoiced to the Supplier.

4.2 If the Purchase Order stipulates collection of the Goods directly from the Supplier, the Supplier undertakes to pack the said Goods under the same conditions as for delivery to the Company’s Site. If damage occurs during transport which is due to unsuitable or defective packaging, the Supplier undertakes, as the Company decides, either (i) to immediately replace the damaged Goods and to make them available to the Company or (ii) to immediately refund the Company the price already paid, without prejudice to damages for the loss suffered

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