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ACCEPTANCE OF THE GENERAL PURCHASE TERMS AND CONDITIONS

These General Purchase Terms and Conditions ("GPC") are automatically applicable to orders issued by our company and whose identity is mentioned on the order form for the supply of material goods ("Products") or services ("Services"), as defined in each order or contract expressly referring to these GPC. Any clause not stipulated within the framework of these terms and conditions shall be subject to express agreement.

RESPONSIBILITY.

An external service provider who accepts an order undertakes to read these GTC and to carry out the work. The external service provider must have the necessary and appropriate means to carry out the control and guarantee the quality of the work performed.

It is his responsibility to report, as soon as possible, any difficulties, disputes or anomalies resulting from omissions that may have occurred when placing the order. He must not, in case of doubt, undertake any operation that could jeopardize the conformity of the product. He must not modify the execution of a clause of the order or change the manufacturing process, when it has been defined and agreed, unless we have approved the modifications. He may not in turn subcontract all or part of the order he has received without our prior written agreement. In the event of an agreement, he remains responsible for the proper execution of this order. The external service provider must imperatively confirm acceptance of the order by an acknowledgement of receipt. In the event of a dispute concerning the price, the deadline or the terms of payment, the external service provider must contact the buyer issuing the order for a renegotiation and then a regularisation of the order. In the event of disagreement, billing discrepancies will automatically be subject to a payment block by our accounting department.

PRICE.

The prices shown on the orders are firm and final and may not be revised. Prices in foreign currencies are firm and final at the exchange rate of the day of the order and may not be revised.

TIMELINES.

The date indicated on the order is the date of receipt or collection by us. This deadline is imperative. Any event likely to have an influence on the deadline of the order will be brought to the attention of the buyer. In case of delay, we reserve the right to cancel the order by right. Penalties and repairs to be paid by the external service provider will be requested for any damage we may have suffered. In this case, we also reserve the right, without any formal notice being necessary, to exercise the option of replacement at the expense of the seller, who will have to reimburse the additional price without prejudice to all other damages.

ANNEXED DOCUMENTS AND CONFIDENTIALITY

The subcontracted products must be accompanied by all the specific documents mentioned in the order. All documents entrusted to external service providers are confidential and remain, unless otherwise agreed, our property. No reproduction or communication shall be made. They must be returned at the latest upon delivery. Any delivery made directly to our factory must be accompanied by a delivery note containing at least the name of the external service provider, the order number, the reference of the part delivered, the quantity delivered, the delivery date and any other document specified on our order (e.g. certificate of conformity, processing curve, dimensional statement, etc.).

PAYMENT.

Sexcept in exceptional cases, all our payments are made in accordance with the conditions duly recorded on our orders by cheque, transfer or draft accepted on the 15th of the month following the due date.

property reservation clause.

Our purchases are exclusive of any reservation of ownership. Any stipulation to the contrary must be expressly accepted by us.

Invoicing.

Invoices should be sent directly to our administrative department. In any case, they must reach us no later than the 5th of the month following delivery. They must reproduce exactly the designation of the delivery note with its number as well as the number of the order.

Hidden voice warranty.

The external service provider guarantees on its behalf, or that of the manufacturer, the rigorous conformity of the products delivered to the articles stipulated in the order, or contractual to the plan in its possession. If this is not the case, the defective products may be made available to the external service provider at its expense, risk and peril, including those relating to shipment, without it being able to claim payments already made without refusing to compensate for the loss, or to reimburse funds already received.

ORDER CANCELLATION CLAUSES

  • In the event of a delay in delivery of more than 15 days beyond the contractual deadline or in the event of default by the company, we reserve the right to cancel all or part of an order by simple letter and without the external service provider being able to claim any compensation whatsoever.

    In the event of a delay in delivery of more than 15 days beyond the contractual deadline or in the event of default by the company, we reserve the right to cancel all or part of an order by simple letter and without the external service provider being able to claim any compensation whatsoever.

ATTRIBUTIVE JURISDICTION CLAUSES

The provisions of the present contract express the entire agreement between the parties and prevail over those which would appear on the documents of the external service provider addressed to us. In the event of a dispute over the interpretation or execution of the contract, the Commercial Court of Lyon shall have sole jurisdiction, even in the event of an appeal or multiple defenders. For orders placed outside France, in the absence of an amicable agreement, all disputes will be settled according to the conciliation rules of the International Chamber of Commerce in Paris, with reference to the arbitration clause of this Chamber, it being specified that the applicable law is exclusively French law.

Transportation.

Unless otherwise agreed, goods travel at the risk of the sender. Shipments, for which the port is at our charge, are made, unless otherwise ordered by us, at the prices and tariff conditions offering the most economical total transport charge.

Deliveries to our premises are always made during opening hours. Regardless of the shipping and transport arrangements, provisional or final acceptance will be pronounced at the place of destination according to the terms and conditions provided for in the order. The visa given at the time of reception cannot be considered as releasing the external service provider, in the event that subsequent verifications reveal that the supplies received do not correspond to the specifications of the order.

QUALITY MANAGEMENT SYSTEM REQUIREMENTS

The external service provider's quality system shall meet the quality requirements for external service providers as specified in purchase orders or other documents issued to the external service provider. We reserve the right to evaluate the external service provider's quality system by audit. Attestations and certificates justifying the recognition of the external service provider's quality system must be sent to our quality department when the initial certification is obtained and at each renewal.

requirements for staff qualification.

The competence of the personnel responsible for product design or implementing special processes or performing product monitoring and measurement tasks shall be demonstrated through initial and continuing training. The authorisations of controllers, personnel carrying out specific processes or performing NDE must be recorded. These authorisations must be renewed at regular intervals on the basis of monitoring of competence in the field. The external service provider shall be solely responsible for defining the profile and designating the members of its staff whom it assigns to the execution of the order. It certifies that throughout the entire duration of the order, the members of its staff assigned to its execution will be competent, qualified and in sufficient number to ensure that the supply complies with the contractual documents.

SAFETY MANAGEMENT AND COUNTERFEIT PARTS

The various requirements formalised in this document are intended, in particular, to ensure the safety of products throughout their life cycle. This safety requires compliance with the various points below :

The use of external service providers validated & qualified by our company or by our customers,

-Intake verification of the conformity (in particular documentary) of all the products/services purchased as part of the service ordered,

-Delivery of parts that conform to the requirements listed on the order or, in the case of non-conforming parts, delivery of parts that have been approved by the factory issuing the order under derogation. Also in this context, the external service provider shall train the appropriate persons in the detection and prevention of counterfeit parts and make them aware of their contribution to the conformity of the product or service, their contribution to product safety and the importance of ethical behaviour. When preparing orders, the external service provider shall take into account the specific conditions of handling, storage, packaging and preservation throughout the production process, in order to ensure the integrity of the supply, its cleanliness, the absence of any foreign bodies and any alteration due to poor preservation.

PRODUCT CONTROL AT THE EXTERNAL PROVIDER

During the period of execution of the supply, the external service provider undertakes to allow the purchaser, as well as representatives of the official authorities, free access, subject to prior notice, during working hours, to its premises and to any documents for the purpose of any checks. It shall obtain the same right from its possible external service providers. The verification of the product shall not be used by the external service provider as proof of effective quality control and shall not relieve the external service provider of its responsibility to provide compliant parts, nor shall it preclude possible rejection of the product.

CUSTOMER PRODUCT OWNERSHIP

The external service provider must organise the monitoring of its products, from reception to delivery, to guarantee against any deterioration (shocks, scratches, oxidation, etc...) the products supplied by us. Depending on the value of the goods entrusted, we may require the implementation of specific means. In the event of anomaly(s) noted upon receipt, the external service provider undertakes to inform us, in writing and as soon as detected, of any anomaly and/or non-conformity, discovered.

NON-CONFORM PRODUCT CONTROL AND CORRECTIVE ACTIONS

Compliance with this clause must enable the external service provider to detect and record any non-conformity from the outset, as well as to identify and isolate from the production flow the parts affected by the non-conformity pending a decision. The external service provider undertakes to inform us in writing and as soon as any anomaly and/or non-conformity affecting the product and the process is detected, whether discovered after delivery of the supply or occurring during the course of the work and likely to affect supplies of the same type delivered previously, as soon as it is detected. Non-conformities must be analysed by the external service provider to determine the cause(s) of the non-conformities, to define corrective actions to prevent their return, and to monitor the progress of these actions until their completion once the effectiveness of the corrective action has been demonstrated. No action shall be carried out without our written agreement.

DOCUMENTATION REQUIREMENTS

The external service provider must ensure that the documents and specifications provided by our company are taken into account (registration of the reference and its version) and made available to the functions concerned. The external service provider must prohibit the use of documents that are outdated, in poor condition (readability) or with non-validated overloads.

The duration of the records requested at order is 10 years.

Revision 1 of May 16, 2019.

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