SEGEPO'S GENERAL TERMS AND CONDITIONS OF PURCHASE
SCOPE OF THE PRESENT TERMS AND CONDITIONS OF PURCHASE FOR THE SUPPLIER
The present general terms and conditions of purchase apply to all our “purchases” whether they are raw material, parts, provision of services or supplies of any form purchased by our Company.
They are communicated to the Supplier when the order is placed by us. Processing of our order by the Supplier therefore means the automatic acceptance without any restriction of the present general terms and conditions of purchase and waiver of its general terms and conditions of sales by the Supplier. In particular, the present terms and conditions of purchase shall not be modified by contrary provisions of terms and conditions of sales of the Supplier. Any clause to the contrary which may exist in the general terms and conditions of sales of the Supplier shall be by rights deemed void.
They may be completed by the particular conditions resulting from the contractual documents exchanged between the parties.
The supplier must take into account our general rules here-attached
Purchases made by our Company must be preceded by an initial order which, in order to be valid, must be written on our printed forms.
The Supplier’s order confirmation should reach us within 5 days. The absence of modification in our order within this time shall lead to the tacit acceptance of the initial order under the conditions fixed in the order.
The supplier is responsible for additional expenses that can result from the non-compliance with the instructions or specificities of the initial order.
We accept a maximum excess of 5% on the quantities ordered. Any surplus exceeding this percentage shall be returned to the supplier who will be charged with the full delivery costs.
Prices are expressed in the currency of the country of origin.
We shall not accept any price provision or modification after the initial order, unless it has been previously expressly accepted by our Company.
All the transport, insurance, custom duty costs and more generally all the costs, taxes and charges incurred or owed until the definitive receipt of the purchases on our premises, shall be exclusively payable by the Supplier unless specific contrary conditions have been previously and expressly accepted by our Company.
Unless specific conditions have been previously and expressly accepted by our Company, the delivery time indicated on the order is mandatory and is an essential element of the order. It is therefore the Supplier’s onus to strictly comply with it and to make sure that, under its responsibility, this is also respected in case of subcontracting, if applicable. Consequently, when an order has gone past it delivery date, the order can be returned at the Supplier’s full expense. In particular, when the delay is on an urgent order, the non-compliance with the delivery time shall lead to the termination of the order without prior formal notice.
When the delivery time cannot be respected by the Supplier (or its subcontractor, if applicable), the latter must warn the purchaser in order to try to agree to a new date. A differed delivery can only take place after the express acceptance by our Company. The Supplier shall in any event incur the expenses and costs linked to the delay in delivery.
If circumstances do not allow us to accept a new delivery date, the Supplier shall commit to put in place the necessary action plans if the delivery performance is non-compliant with the fixed objectives, namely 95% of deliveries being compliant in terms of delivery date and quantity.
Inherent flexibility in our activities and towards our Clients: the fluctuations of the needs of the Clients of our Company may lead us to increase or decrease certain quantities, which can therefore have an impact on the delivery date. In particular, it may be necessary to reduce an initial timeline. The Supplier will need to be able to adapt as much as possible to these fluctuations, including in case of subcontracting. If this is not possible on an ad hoc basis, the delay risks shall be communicated immediately.
DISPATCH OF THE ORDER
Every delivery has to be accompanied by an itemised packing list that mentions our order numbers, the quantities and specifications of the goods dispatched.
QUALITY AND CONFORMITY
The supplier is responsible for the quality of the products delivered and implements a quality control and management system in accordance with the criteria defined by the technical documents.
The products delivered have to comply with the specifications, drawings and all documents defining the product ordered which have been provided to the supplier and, when characteristics have not been specified, with the sample parts that have been accepted. There should not be any technical modification, not even a minor one, made without the prior and express agreement of our Company.
In particular, the supplier must inform us of any transfer in production, use of a new tool and a new process.
The Supplier shall not subcontract its obligations without the prior and written agreement of our Company. In case of authorised subcontracting, the Supplier shall bear the sole responsibility towards our Company for the perfect execution and for the successful completion of our entire order. The Supplier shall ensure that its subcontractor complies with our general terms and conditions of purchase.
PACKAGING / LABELLING
The Supplier shall use a packaging that guarantees suitability with the product and which is consistent in relation to the size of parts delivered.
Damage to the purchased goods due to unsuitable, poorly maintained or cleaned packaging shall be at the Supplier’s expense. The Supplier’s liability may be investigated if during the transport and storage operations, damage to the purchased goods is due to the unsuitable packaging, protection and securing for the type of goods, the mode of transport and the storing conditions, it being understood that if particular conditions are required, the Supplier shall specify them.
The packaging used shall have a labelling which at the very least indicates: the client reference, the quantity per packaging unit, the packaging date and the Supplier’s name.
Concerning the parts coming from our sites, which require subcontracted operations, the parts shall be returned to us in the container provided when they were shipped. This container is identified by a tracking label. It is mandatory that this label be left in a good condition and returned with the container after the parts have been processed.
TRANSPORT / TRANSFER OF RISKS AND TRANSFER OF OWNERSHIP
The financial responsibility of the transport and the applicable INCOTERM are defined when the contract is concluded. The Supplier shall commit to respect the INCOTERM defined in the contract.
If it is not specifically mentioned, the applicable incoterm is by default “FCA” which denotes the following: the Supplier hands over the goods to the designated carrier. The transfer of risks occurs during this operation. The formalities and any export costs as well as the related duties and taxes, shall be borne by the Supplier. The purchaser takes the responsibility for the transport to the sites where the operations take place, carries out the import formalities and settles the related duties and taxes.
Our Company shall acquire ownership of the goods ordered from the time they are individualised at the Supplier’s site. The Supplier shall commit at all times to represent and protect the rights of our Company on its purchases.
Unless specific conditions have been expressly accepted by our Company, there shall be no title retention recognised in favour of the Supplier.
RECEIPT OF GOODS / NON-CONFORMITY
The verification and receipt of the goods are done in our plants after their delivery. The material receipt of the delivery can in no way be considered as a statement of conformity of the delivered goods.
The effective verification of the conformity of the goods shall be done within a period of 3 months from the time of delivery, with our Company committing to report any recorded non-conformities to the Supplier within this timeline.
The goods that do not comply or which are defective will be sent back with postage billed to the supplier, who in turn will owe this amount.
Our Company reserves the right to ask for a replacement of the non-compliant or defective goods subject to the same billing conditions as the replaced goods. If there is waste material during machining, retouching or the need for sorting above a determined percentage according to the nature of the part, our Company reserves the right to invoice the supplier a contribution to the machining, retouching or sorting costs.
GUARANTEE OF PRODUCTS SOLD AND RESPONSIBILITY
The supplier shall guarantee our Company, notwithstanding any clause to the contrary, notably in accordance with the articles 1147 and 1641 et seq. of the French Civil Code, against all visible or hidden faults, against any faults of its goods resulting particularly from design, material, conformity or manufacturing or related to poor functioning, including those whose production it may have contracted entirely or partially to a third party.
The supplier shall do everything in its power to inform us without any delay of any real or assumed defects it is aware of in its production so as to limit the damaging consequences.
The assistance that our Company may be able to bring to the Supplier for completing the purchases and any audits that our Company reserves the right to carry out shall not exempt the Supplier’s responsibility. The Supplier shall remain responsible even after the approval and acceptance by our Company.
The Supplier shall in addition provide our Company with a guarantee covering the refund or free replacement of defective purchases as well as all types of expenses resulting from defects. The supply or part of the supply that has been repaired or replaced shall be guaranteed in the same conditions.
It shall also commit to guarantee us against any action taken against our Company on account of its products, and is responsible for all the direct or indirect consequences that may fall on it as a result of physical injury, tangible and intangible losses caused to our Company or to third parties by its products.
The supplier shall guarantee that its products comply with the operating and safety standards in force in the European Union and commits to observe the European Directives in force, in particular the 2002/95/EC European Directive.
The supplier is obliged to take out a professional liability insurance policy and an insurance policy covering liability arising from products after delivery with a reputedly solvent insurance company. The Supplier shall be guaranteed for a sufficient amount against the financial consequences of civil liability it may incur in the event of physical injury, tangible and intangible losses, whether consecutive or not, caused to our Company or to third parties, due to its products. This insurance shall take into account the recall campaigns made by our Company.
The insurance does not constitute a limit to the Supplier's liability.
INDUSTRIAL PROPERTY AND CONFIDENTIALITY
The Supplier has the obligation to respect and maintain the secrecy of information which is provided to them. It shall commit to take all measures to prevent disclosure of received information as part of an order. The drawings, documents, maps, models and samples communicated to the Supplier or which it is acquainted with, are and remain our exclusive property.
The supplier shall not use our drawings, tools and models to process any part for a third party without our prior written consent. In addition, the tools shall not be transferred, transformed or destroyed without our written authorisation.
The supplier shall accept the responsibility for the safekeeping and the risks of the tools provided and shall be personally responsible for thefts and damages that they may cause or that they may be subject to from being stored or used over the whole duration of the time they are made available to the supplier. The supplier shall insure our tools at its own expense for their real value, particularly against risks of fire, lightening, explosion, destruction and any damages.
The supplier shall guarantee our Company against the consequences of any claims made by third parties and related to industrial or intellectual property for delivered purchases, as well as against the damaging consequences of these third party claims, including damages which may be claimed from us by our clients due to the full or partial breach of our contractual obligations.
Our Company shall be the owner of the intellectual and industrial property rights as well as the know-how generated by the Supplier or its subcontractors in the processing of an order concerning elements specific to our Company (notably parts, tools or specific equipment). By elements specific to our Company, we mean any product that is entirely manufactured or the specific adaptation of a pre-existing product for the needs of our Company, in accordance with specifications provided by our Company.
INVOICING AND PAYMENT
The Supplier’s invoices shall be written in French and sent to our Company in duplicate copies. Each invoice shall specifically include the following: the order number, the numbers and dates of the delivery slips, the purchases that are invoiced with their reference, the unit prices excluding tax, the package labelling, the shipping method and any other information required by regulations.
The invoices must be issued before the 5th of the following month otherwise we may not be able to ensure their payment within the set time frame.
The Supplier shall only be able to claim for the payment of an invoice or request for an instalment (which shall be invoiced separately) when all the contractual obligations corresponding to its request are fulfilled and justified. Otherwise, we reserve the right to withhold our payments until the perfect execution.
Our Company reserves the right to set off its payment obligations with any amount which the Supplier may owe us in any capacity. The payment does not tantamount to acceptance of delivered goods or agreement on the amount invoiced and shall not, under any circumstances, be deemed a waiver of any subsequent claim.
CANCELLATION OR TERMINATION OF ORDER
Any breach of the present terms and conditions of purchase, particularly in case of repeated delays or faults in the quality of products, can by a simple notification from our Company lead to the cancellation or termination of the order, without prejudice to our rights to any claims to damages.
DISPUTE – JURISDICTION AND APPLICABLE LAW
The parties shall attempt to settle amicably any disputes relating to the interpretation or the completion of the present order, subject to the French law.
Should this fail, it is expressly agreed that any legal action shall be under the exclusive competence of the relevant jurisdiction where our Company is based, even in the event of an incidental claim or introduction of third parties or if involving several defendants.
Latest Update : February 3. 2021