SEGEPO'S GENERAL TERMS AND CONDITIONS OF SALE

1. OPPOSABILITY OF THE PRESENT TERMS AND CONDITIONS OF SALES – WAIVER OF THE GENERAL TERMS AND CONDITIONS OF PURCHASE

According to the article L441-6 of the French commercial code, negotiations between the Supplier and the Client shall be based on the present general terms and conditions of sale.

Consequently, the placing of any order by the Client implies the express and clean acceptance of the present general terms and conditions of sales, notably of the retention of title stipulated in the article 7. The Client shall thus waive the benefit of any contradicting document and in particular of any of its general terms and conditions of purchase for which any clause contrary to the general terms and conditions of sales would be deemed null and void.

Any exemption of the present general terms and conditions of sales can only take place with a specific written agreement concluded in addition to the communication of the Client’s sales documents.

2. ORDERS

2.1 Placing an order

The order shall be placed by any written means. The contract shall only be in due order provided the Supplier has expressly accepted the order. The order shall be accepted by any written means.

Any of the Client’s open or closed order, following an offer made by the Supplier, expressly accepted by the latter, definitively concludes the contract between the parties.

Any open or closed order expressly accepted by the Supplier denotes that the Client has accepted the Supplier’s offer.

2.2 Open order

Without prejudice to the conditions defined in the article 1174 of the French civil code, the open order shall meet the conditions below.

- It is limited in time by the agreed deadline

- It defines the characteristics and the price of the product

- The minimum and maximum quantities and completion deadlines are scheduled

If the Client makes modifications to the preliminary estimated schedule of the whole open order or of the delivery orders and if these modifications differ by more than 15% positively or negatively from the said estimates, the Supplier shall assess the consequences of these differences.

If there is an increase or decrease in the difference, the parties shall consult each other to find a solution in response to the consequences of this difference likely to modify the equilibrium of the contract at Supplier’s expense.

If there is an increase in the difference, the Supplier shall do its best to meet the Client’s request in quantities and deadlines compatible with its capacities (of production, transportation, subcontracting, human resources, financing, etc.)

2.3 Modifications or cancellation of order

The order shall express the Client's irrevocable consent. The order therefore cannot be cancelled or modified, unless there is an express and prior agreement from the Supplier. If there is a request to cancel an order, the Supplier is entitled to ask the Client to fulfil its obligations, specifically for the payment of the full price. The Supplier may however agree to ask the Client for compensation of only the costs that have already been incurred (in particular relating to specific equipment, design and development costs, workforce and supply expenses, tools) whilst taking into account the direct and indirect consequences resulting from the said cancellation. In any event, the deposit already paid shall be retained by the Supplier.

3. DELIVERY

3.1 Delivery deadline

The agreed deadline, which is an important element, and its characteristics (availability timeframe, submission timeframe before acceptance, delivery deadline, legal receipt timeframe, etc.) shall be set out in the contract. The stipulated deadlines are nonetheless only indicative and can be modified in the event of circumstances outside of the Supplier’s control and shall not entitle the Client to claim for damages in the case of delays.

3.2 Conditions of delivery

Unless specifically agreed, the delivery is deemed to have been completed when made available at the Supplier’s factories or warehouses (EXW- Incoterms in force). The risks are in consequence transferred to the Client from the time of delivery, without prejudice to the Supplier’s right to claim the benefit of the title retention clause or exercise its right of retention.

If the Client is responsible for the transportation and pays the cost, the Client shall bear all the financial consequences of a direct action taken by the carrier against the Supplier.

3.3. Verification of products

In case of missing or damaged products, any claim shall be made from the carrier, who shall bear the sole liability, on the receipt at the time of delivery and confirmed by registered letter within 3 days.

3.4 Transportation - customs - insurance

Unless agreed otherwise, all operations linked to transportation, insurance, customs, handling and getting the products ready for use shall be at the charge and at the expenses, risks and perils of the Client.

3.5 Receipt of goods

The Client shall be bound to carry out the legal receipt of the products through which it shall acknowledge compliance with the contract from the time delivery is made. The receipt of the goods without any immediate reservation acknowledges the conformity of the goods by the absence of obvious defects.

a) Consequently the Client shall decide on the technical specifications which shall establish the specifications which aim to define, in all their aspects, the parts to be manufactured, as well as the type and modalities of the inspections, checks and tests for their receipt.

b) In all cases, the type and scope of the checks and tests required, the standards, the severity classifications concerned as well as all types of tolerances, shall be specified in the drawings and specifications (which must be provided by the Client with its request for proposal) and confirmed in the contract agreed between the Supplier and the Client.

In the event of non-conformity recorded upon delivery, the Client shall comply with the terms laid down in the article 10.2.

 

4. COMMITMENT TO QUALITY (100 PPM)

Our commitment to quality stands at 100 PPM unless there is a specific request communicated and confirmed when the price offer is made and specified on our proposal.

Our commitments shall be those of our suppliers for services not committed by our Company.

- Raw material: 4% of non-compliance tolerated by NF standard relating to no. NFEN 10277-01

- Thermal and surface treatments: in compliance with the commitment limits of service providers concerned set during the consultations and contractual commitments specific to products supplied by them.

Any specific requests outside these conditions shall be stipulated in the orders.

5. PRICES

The prices shall be established in Euros, exclude VAT and on ex-works basis, unless there are specific provisions set out in the contract. They shall be invoiced according to the terms and conditions of the contract. The price shall relate exclusively to the products and services specified in the offer.

The prices shall be automatically revised based on a price adjustment provision according to the fluctuations of raw material indices and the salary index of mechanical engineering industries on the date on which the parts are manufactured. If the index is no longer available, the calculation shall be carried out based on the replacement index by using a necessary correlation coefficient. Any delay in the determination of the index shall not have any impact on the payments which shall be settled within the scheduled timeframes and shall be subject to a correction at a later date.

The samples to be submitted for approval and produced outside the batch shall be charged at the cost price.

6. PAYMENT

6.1 Payment timelines

The payments shall be settled, unless there is a specific express agreement, on the 30th day following the delivery date. The goods shall always be payable to the Supplier’s address. Payments made or accepted shall not imply any novation or derogation to this timeline of payment conferring jurisdiction.

The contractually agreed payment dates cannot be unilaterally contested by the Client under any pretext whatsoever, including in the event of a dispute. Early payments shall be made without any discount, unless there is a special agreement.

In the case of payment by bills of exchange, it shall be returned with acceptance within seven days from when it was sent.

6.2 Late payment

By express agreement, unless deferment of settlement is requested in time and agreed by the Supplier, failure to pay for products by the deadline fixed shall lead to: 1) immediate payability of all sums due, regardless of the planned method of payment (whether payment by bills of exchange is accepted or not) – 2) payability of a penalty payment with a compensation of 15% of sums due, in addition to statutory interests and any legal costs.

In accordance with the article L441-6 of the French commercial code, penalties in case of delays shall be applied when the sums due are paid after the payment date indicated on the invoice and when the payment occurs after the deadline set by the present general terms and conditions of sale. Any late payment shall result in the application of late payment interest equal to the European Central Bank's latest refinancing rate, plus a further seven points.

In accordance with the article L441-6 al 12 of the French commercial code modified by the law of 22 March 2012 and in application of the article D-5 of the French commercial code, a fixed lump sum payment for the recovery costs of forty euros shall be legally due by the Client from the very first day of delay. If the recovery costs incurred are higher, an additional compensation upon justification can be claimed by the Supplier.

6.3 Change in the Client’s circumstances

In the event of deterioration in the Client’s circumstances as established by a financial institution or as demonstrated by a significant delay in payment or when there is a delay in payment by bills of exchange, or when the financial circumstances are significantly different from the data provided, the delivery shall only be made in exchange of immediate payment.

In the event of late payment, the Supplier shall have a right of retention of the manufactured products and related supplies.

In the event of the sale, transfer, pledged collateral or contribution of its business assets or a significant proportion of its assets or equipment by the Client, the Supplier reserves the right and without prior formal notice:

- to declare the forfeiture of the payment deadline and in consequence the immediate payability of any sums still due

- to withhold any shipment

- to record on the one hand the termination of all on-going contracts and to retain on the other hand the instalments received as well as tools and parts held, until any compensation amount is set.

6.4 Clearing of payments

In accordance with the article L442-6 I 8 of the French commercial code, the Client shall refrain from any illicit practice of automatic debiting or crediting and invoicing the Supplier for any sum which would not have been expressly recognised by the latter as being its responsibility. Any automatic debit shall constitute an outstanding payment and shall lead to the application of the provisions in article 6.2 regarding late payments.

However, the parties reserve the right to have recourse to the legal or contractual compensation for the debts.

6.5 Subcontractor payment guarantee

When the concluded contract is part of a chain of company contracts, as defined in the French law no. 75-1334 of 31 December 1975, the Client shall be legally obliged to get the Supplier accepted by its own prime contractor. It shall also be obliged to make the latter accept the Supplier’s terms and conditions of payment. Failing this, the Client shall not be able to make use of the subcontracting contract in any capacity, including in the event of liability. Nonetheless, the Client shall remain liable to the subcontractor.

7. SALE UNDER TITLE RETENTION CLAUSE

The goods which make up the order shall remain the full property of the seller until the effective payment of the complete price, including the principal and ancillary charges. The risks shall nonetheless be at the charge of the buyer from the time of delivery, as stipulated in the article 3.2. Any transformation or reselling of the goods shall be subject to an express authorisation from the vendor.

Under the present clause, failure to pay any of the instalments may lead to the sold goods being reclaimed.

8. TOOLS

The costs incurred by the Supplier for the study and design of tools and the manufacturing development shall be subject to a financial contribution by the Client, for which it shall be invoiced separately.

The tools developed by the Supplier and customised to its processes and its equipment, shall remain its property and shall remain in its plants.

The Client’s contribution to the costs of the tools shall not give the Client the right to use these tools in the Supplier’s plants. It shall not grant any transfer of material or intellectual property rights or know-how.

9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

9.1 Intellectual property and know-how of documents and products

All intellectual property rights and the know-how contained within the documents transmitted, the products delivered and the services performed shall remain the exclusive property of the Supplier.

Any transfer of intellectual property rights or know-how shall be subject to a contract with the Supplier.

The Supplier reserves the right to use its know-how and the results of its own research and developments.

9.2 Confidentiality clause

The parties shall reciprocally commit themselves to a general confidentiality obligation in respect to all spoken or written information, regardless of its nature and the form in which it is presented, exchanged in the framework of the preparation and execution of the contract. This excludes information which is common knowledge to the public or which shall become so through means other than through the fault or because of the Client.

Consequently, the parties shall commit to never disclose or communicate, in any manner or form, directly or indirectly, all or part of the confidential information to anyone without the written and prior authorisation of the other party.

They shall also commit not to use all or part of the confidential information for purposes or for an activity other than for the execution of the contract and not to copy or reproduce all or part of the confidential information.

The Client shall commit to take all the measures necessary to ensure that the confidentiality obligation is complied with for the entire duration of the contract and even after it has expired, and shall further guarantee that all its employees shall comply with this obligation. This obligation is an obligation of result.

9.3. Guarantee in the event of copyright infringement

The Client shall guarantee that when the contract is concluded, the content of the drawings and specifications and their implementation conditions do not use the intellectual property rights or know-how held by a third party. It shall guarantee that it can have them at its unrestricted disposal without infringing any contractual or legal obligations.

The Client shall guarantee the Supplier against the direct or indirect consequences of all civil or criminal proceedings resulting in particular from an action for copyright infringement or unfair competition.

10. LIABILITY

10.1 Definition of the Supplier’s liability

The Supplier's liability shall be strictly limited to fulfilling the Client's specifications, as stipulated in the technical specifications.

In the event of error in dimension or material defect, the Supplier’s liability shall be limited to the sole replacement of the faulty goods, without any form of compensation.

The liability of the Supplier shall be excluded:

- for defects originating from materials supplied by the Client

- for defects originating from a design produced by the Client, from technical choices imposed upon

- for defects arising wholly or in part from normal wear and tear of the part, degradations or accidents attributable to the Client or a third party

- in case of use that is abnormal or non-standard or non-compliant with the intended purpose of the product or with industry standards or with the Supplier’s instructions and recommendations.

10.2 – Limits of the Supplier’s liability

The Supplier's liability shall be limited to direct property damages caused to the Client as a result of faults attributable to the Supplier in the execution of the contract.

The Supplier shall not be held liable for any detrimental consequences of faults committed by the Client or by third parties in relation to the execution of the contract.

Under no circumstances shall the Supplier provide compensation for any immaterial or indirect damages.

The Supplier's civil liability, for any causes except those involving physical injuries and gross negligence, shall be limited to a maximum sum of the value of the amount invoiced and received for the defective supply.

The client shall be required to notify the non-conformity of parts concerned within the following maximum time periods, starting from the delivery date:

- 15 days for obvious non-conformities

- 3 months for other non-conformities with this timeframe being reduced to a month for mass productions.

At the end of these time periods, claims shall not be accepted. Should the Client bring the parts into conformity without Segepo’s agreement, at its own initiative and expense, it shall lead to the loss of the warranty rights.

The Client shall guarantee that its insurers or any third parties with which it is in a contractual relationship shall waive any claims against the Supplier or its insurers beyond the limits and exclusions stipulated above.

11- JURISDICTION AND APPLICABLE LAW

The parties shall attempt to settle amicably any disputes before referring them to the Court of appropriate jurisdiction. Should an agreement not be reached amicably, it is expressly agreed that any dispute relating to the contract shall be dealt with under the exclusive authority of the competent court where the Supplier is based, even if it involves the introduction of third parties or several defendants.

The contract is exclusively governed by the French law.

 

 

 

SEGEPO GROUP, 379 Route de Charentay, F- 69220 Saint-Lager

Tel. +33(0)4.74.66.77.00 - Email: info@segepo.com

Latest update made on: January 30.2015