General Terms and Conditions of Purchase
These terms apply to ADL's purchases of goods and services from its suppliers and subcontractors, in Morocco and abroad. The French version prevails.
The buyer is Afrique Découpe Laser, hereinafter "ADL", identified as follows:
- Company name: Afrique Découpe Laser SARL AU
- Legal form: Société à responsabilité limitée à associé unique (SARL AU)
- Share capital: 1 500 000,00 MAD
- Registered office: Étage RDC, magasin 215, Bayti Sakan, immeuble 13, Deroua – 27182 Casablanca
- Workshop: Lahfaya Industrial Zone, Route de Médiouna km 11.5, next to Ville Verte, Bouskoura – Casablanca, Morocco
- Trade register (RC): 13095
- ICE (common company identifier): 002333476000073
- E-mail: commercial@adl.ma
- Telephone: +212 5 29 06 16 56
- Website: https://adl.ma/
Further legal information is available in the legal notice.
This English version is a translation provided for information only. In the event of any discrepancy, the French version prevails.
1. Purpose and scope
These general terms and conditions of purchase ("Terms") apply to all purchases made by ADL from its suppliers and subcontractors (the "supplier"): steel sheet, tubes and profiles, including imported ones, consumables, equipment and subcontracted services such as hot-dip galvanizing, painting or transport. They are attached to or referred to on each order; acceptance of an order or the start of its performance constitutes acceptance of these Terms.
2. Contract documents
Each purchase is governed, in order of precedence, by ADL's purchase order and its appendices (specifications, drawings, special conditions), and then by these Terms. The supplier's offer applies only to the extent that the order incorporates it; the supplier's general terms of sale are excluded unless ADL accepts them in writing. Any derogation must be in writing and signed by ADL.
3. Orders
Only a written, numbered ADL purchase order, signed or sent from an ADL e-mail address, binds ADL; any verbal request must be confirmed in this way.
The supplier accepts the order in writing within the period stated on it or, failing that, without delay, setting out any reservations in that acknowledgement; commencement of performance constitutes acceptance without reservation. Any change is made by a written amendment issued by ADL; the supplier immediately reports its consequences for price or lead time.
4. Prices
Order prices are firm, not subject to revision and exclusive of VAT. Unless otherwise stated in the order or the applicable Incoterm, they include packaging, the required documents and delivery to the stated place. No surcharge is accepted without ADL's prior written agreement.
5. Delivery
The delivery date and place stated on the order are binding on the supplier. For imports, the Incoterm® stated on the order applies, in the version specified therein or, failing that, in the version in force on the order date. The supplier informs ADL without delay of any foreseeable delay and its cause, without being released from its obligations.
Each delivery, made on the days and at the times agreed with ADL, is accompanied by a delivery note stating ADL's order number, the references, quantities and grades delivered and, where applicable, heat or batch numbers. Products are packed, protected and identified appropriately. Partial or early deliveries require ADL's agreement.
6. Delay and non-performance
Late-delivery penalties are due only if the order provides for them, at the rate and up to the cap it sets; they do not release the supplier from its obligation to deliver.
In the event of delay or any other breach, ADL may, after formal notice that remains without effect within the period it sets, terminate all or part of the order in writing, without compensation to the supplier, and claim compensation for its loss, in particular the additional cost of replacement supplies.
7. Conformity and inspection on receipt
Goods and services must comply with the order, the specifications, drawings and standards it refers to, applicable regulations and good industry practice, and be free from defects. Signature of the delivery note only acknowledges receipt of the packages, subject to inspection, and does not constitute acceptance of their conformity.
In accordance with article 553 of the Moroccan Code of Obligations and Contracts ("DOC"), ADL notifies visible defects within seven days of receipt and defects that cannot be detected by ordinary examination upon discovery, in particular during cutting, bending, welding or galvanizing. ADL may reject non-conforming goods, which are taken back at the supplier's cost and risk; the supplier replaces them or brings them into conformity without delay, unless a price reduction is agreed. Where the non-conformity is attributable to the supplier, the costs of sorting, handling, return and processing incurred by ADL on the defective goods are borne by the supplier.
8. Documents and certificates
Where the order so requires, the supplier provides with the delivery:
- material inspection certificates (for example type 3.1 under EN 10204) linking each product to its heat or batch;
- declarations of conformity or performance;
- galvanizing coating thickness reports under the specified standard;
- test reports, technical data sheets and safety data sheets;
- for imports, the commercial invoice, packing list, certificate of origin and transport documents.
A delivery without the required documents is incomplete and may be rejected.
9. Warranties and liability
The supplier warrants ADL against hidden defects and lack of promised qualities under the DOC (articles 549 et seq.) and, for the duration and within the scope set in the order, under any contractual warranty. In that case it repairs or replaces defective goods at its own cost, including transport costs and, where applicable, removal and reinstallation costs.
It is liable for damage caused to ADL or third parties by its goods or services, in particular as producer or importer (articles 106-1 et seq. of the DOC).
10. Ownership and risk
Ownership of the goods passes to ADL on delivery, and risk on receipt at the agreed place, after unloading where unloading is the supplier's responsibility, or in accordance with the applicable Incoterm. A retention-of-title clause of the supplier is enforceable against ADL only if ADL has accepted it in writing (article 618-21 of the DOC).
Materials, parts, tools and templates entrusted by ADL, in particular for galvanizing or painting, remain ADL's property; the supplier has custody of them, identifies them, insures them and bears the risks until their return.
11. Invoicing
The supplier issues one invoice per order or per delivery, stating ADL's order number and the delivery note numbers. The invoice bears the particulars required by regulations, in particular article 145 of the General Tax Code and article 58 of Law No. 104-12, and at least: the supplier's identity and address and, if it is established in Morocco, its tax identification number, business tax (taxe professionnelle) number and ICE; ADL's company name, address and ICE; invoice number and date; description, quantities and unit prices excluding taxes; VAT rate and amount; total and payment terms. It complies with the electronic invoicing system where applicable.
In accordance with article 78-2 of the Moroccan Commercial Code, the invoice is issued no later than the last day of the month of delivery or performance. An incomplete or incorrect invoice may be returned for correction.
12. Payment
Invoices are paid by bank transfer or by the means provided in the order, within the period it sets. Where articles 78-1 et seq. of the Commercial Code, as amended by Law No. 69-21, apply, this period may not exceed one hundred and twenty days from the invoice issue date; if the order sets no period, the statutory period of sixty days from that date applies (article 78-2). For suppliers established outside Morocco, payment terms are those of the order, in compliance with foreign exchange regulations.
In the event of a notified non-conformity or incomplete delivery, ADL may defer payment of the part concerned until the situation is remedied, in compliance with the law. ADL may set off sums owed to it by the supplier against sums it owes the supplier, under the conditions provided by law.
13. Subcontracting and assignment
The supplier may not subcontract all or part of the order, or assign it, without ADL's prior written consent; it remains solely liable to ADL for its proper performance.
14. Drawings, tooling and confidentiality
Drawings, DXF files, specifications, programs, tools, templates and models provided or financed by ADL remain its exclusive property. The supplier uses them only for ADL's order and may not reproduce, disclose or reuse them, in particular for a third party; it returns or destroys them at ADL's request and at the latest at the end of the order.
It keeps confidential all information relating to ADL, its prices, customers and projects, during and after the relationship, and does not cite ADL as a reference without its written consent.
15. Regulatory compliance, safety and ethics
The supplier complies with applicable law, in particular regarding labour, registration of its staff with the CNSS (National Social Security Fund), tax obligations, health and safety, the environment and product safety; it provides on request its certificates of tax compliance (attestation de régularité fiscale) and CNSS registration. On the premises of ADL or its customers, its staff comply with the applicable safety instructions and internal rules and wear the required protective equipment.
The supplier refrains from offering or accepting any undue advantage (gift, commission, kickback) and reports any conflict of interest to ADL.
16. Insurance
The supplier is insured with an insurer of recognised solvency for its civil liability and, where applicable, for the transport of goods and the custody of ADL's property, for amounts appropriate to the risks of the order; it provides proof on request.
17. Force majeure
In accordance with articles 268 and 269 of the DOC, neither party is liable for non-performance or delay caused by force majeure, meaning an event it could not prevent and that makes performance impossible, unless caused by its own prior fault or lack of diligence. The affected party informs the other without delay and indicates the measures taken to limit its effects. If the impediment jeopardises ADL's needs, ADL may terminate the order for the unperformed part and source elsewhere.
18. Personal data
ADL processes the data of the supplier's contact persons (name, position, business contact details) to manage requests for quotation, orders, receipts and payments and to comply with its legal obligations, in accordance with Law No. 09-08. The data are disclosed only to persons who need them and are kept for the legally required periods. The rights of access, rectification and objection (articles 7 to 9 of that law) may be exercised with ADL at the e-mail address given at the top of these Terms. The supplier informs its staff accordingly. See also the privacy policy.
19. Governing law, disputes and language
These Terms and all orders are governed by Moroccan law. After an attempt at amicable settlement, which is not a mandatory prerequisite, any dispute falls within the jurisdiction of the Commercial Court of Casablanca or, if it is outside that court's jurisdiction, of the competent courts of Casablanca, subject to mandatory jurisdiction rules and urgent proceedings.
These Terms are written in French; in the event of translation, only the French version is authoritative. The invalidity of one clause does not affect the others.
Version of 26/10/2026.
Updated: 27 October 2026