General conditions of purchase

GENERAL TERMS AND CONDITIONS OF PURCHASE

1 - General

Any commencement by the supplier of its performance of the contract or the order shall constitute acceptance both of the order and of these General Terms and Conditions of Purchase.
Techni-Modul Engineering shall receive an acknowledgement of receipt of the order, duly completed and signed, within 2 working days of receipt of said order, failing which the supplier will be deemed to have accepted said order.

2 - Subcontracting

Unless the buyer has given its prior approval in writing, the seller may not replace any subcontractor(s) in the performance of those parts of this order which are its speciality.
The supplier remains solely liable for all subcontracted work and supplies. Under no circumstances shall any subcontracting of all or part of this order release the seller from its liability to the buyer.
The supplier shall provide proof of payment of social security contributions for all work orders that exceed the amount of €5,000 excluding VAT; payment of its invoices may be suspended until receipt of said certificate from the relevant organisations.

3 - Prices

The agreed prices are fixed, non-revisable and include all costs, charges, disbursements and taxes, including the packaging required for shipping to the destination indicated in the contract or order, under normal conditions of protection, safety and handling.

4 - Delivery time - Penalties

The delivery times indicated on our orders are mandatory and include delivery of the supplies to their destination.
Except in cases of force majeure, and with no prior formal notice, Techni-Modul Engineering may apply late penalties based on the price inclusive of all taxes, equal to 0.40% of the amount of the Contract or Order, per calendar day of delay, up to a maximum of 10% of the amount of said Contract or Order. Following formal notice that has remained ineffective for 10 working days, and after a period of 25 days, Techni-Modul Engineering may unilaterally and automatically terminate the Contract or Order with no prior notice.
In the event of an order cancellation, all previously paid instalments shall be reimbursed to Techni-Modul Engineering immediately and in full. Techni-Modul Engineering reserves the right to recover any materials and equipment already paid for.
Should any materials and equipment have already been delivered, we reserve the right to ask the supplier to remove said materials and equipment at its own cost and risk.
These penalties shall apply automatically, with no prior notice.
Penalties applied by our own customers attributable to a delay on the part of the supplier will be passed on to the latter, covering its share of liability regarding the application of penalties borne by our company.
However, we reserve the right to sue the supplier for damages for the loss incurred.
The payment of such penalties shall not release the supplier from its obligation to complete performance of the work, nor from any other contractual obligation.
In the event of a delay in relation to the contractual delivery date, we reserve the right to demand rapid and exceptional means of carriage at the supplier's expense.

5 - Packaging - Carriage - Delivery

Unless otherwise specified in the contract or the order, the delivery address is that stated on the order.
The delivery note shall indicate the order number, the item numbers, the description and quantity of the products and all documents relating to the work. The delivery note shall be accompanied by all the administrative documents stipulated in the contract or order.
Techni-Modul Engineering reserves the right to return incomplete or early deliveries to the supplier at the latter's expense and risk. This may result in the establishment of a non-conformity, and a penalty for the loss incurred may be applied accordingly.
Should our company or its customer be unable to receive the equipment ordered, our company reserves the right to postpone the delivery date. In this case, the supplier shall provide for the storage and proper protection of said equipment at its own expense and risk, for a period of up to 2 months. Following this period, the terms and conditions for taking charge of the goods will be agreed between the supplier and our company.
Delivery times: Monday to Thursday from 08.00 to 12.00 and from 13.00 to 16.30; Fridays on mornings only.
In the event of delivery outside these times or of a failure to hand over the goods in person, the supplier shall remain liable.

6 - Compliance - Inspection - Acceptance

All parts, components or subassemblies (the products) supplied to Techni-Modul Engineering shall comply with the specifications and requirements stated in the order and its various supporting documents (drawings, diagrams, parts lists, instructions, reference systems, applicable standards and directives, etc.). The supplier shall immediately notify Techni-Modul Engineering, in writing by electronic means, of the detection of any deviation that results in non-compliance with these specifications and requirements. The supplier shall obtain written approval from Techni-Modul Engineering for the decision on how to deal with this non-compliance. All modifications applied to products, processes, suppliers, etc. will then be tracked by the supplier via a ‘Non-Compliance’ form. We reserve the right to monitor the manufacture of our orders at our suppliers and/or their subcontractors. As such, our technicians shall be given free access to the workshops where our parts are manufactured, for the purposes of preliminary inspections or sample taking. The performance of these checks and inspections shall not, under any circumstances, release the supplier from its liability.
Subject to a minimum notice period of two working days, the supplier agrees to allow Techni-Modul Engineering, its customers and representatives of the Official Authorities, free access, during working hours, to its premises and to any documents required for said checks and inspections. We shall obtain the same right from any of the supplier's subcontractors.
The supplier shall rectify any defect or non-conformity at its own expense, without being able to claim an extension of the contractual deadline. Failing rectification, our company may refuse the supply in question.
Acceptance of the supplies shall be deemed final only once all the necessary quantitative and qualitative checks have been carried out in accordance with our requirements. This inspection may be carried out on our premises, on the premises of our supplier or its subcontractors or on the premises chosen by the customer, etc.

7 - Guarantee

The supplier guarantees that all supplies are strictly compliant with the Contract or the Order, free from defects and usable under normal conditions of use. The supplies are guaranteed on parts, labour and travel expenses for a period of 18 months as from the date of acceptance by Techni-Modul Engineering. In the event of a non-conformity or defect, the supplier agrees to retrieve the product, or to travel to the product’s location, at its own expense, to repair or replace the supply as quickly as possible and, where applicable, to reship it at its own expense (including duties and taxes), at no cost to Techni-Modul Engineering, and to reimburse any expenses incurred unnecessarily by Techni-Modul Engineering.

8 - Invoicing / Payment

Unless otherwise specified, prices are firm and non-revisable and cannot be indexed to any parity price, and goods are delivered carriage and packaging paid to the address stipulated in the order.
Invoices shall quote the order number and be sent digitally to the following address: factures@tme-composites.com.

The payment term runs from receipt of the invoice and following delivery of all supplies that are quality and quantity compliant, together with the documents and/or certificates and the services agreed on the due date or following acceptance, if planned.
Except where special terms apply and are indicated on the order, the payment terms are 100% of the order amount on delivery by bank transfer within 45 days, end of the month.

9 - Transfer of ownership and risks

Techni-Modul Engineering rejects any retention of title clause.
In accordance with the provisions of Article 6, acceptance of the products and services, entailing the transfer of ownership, occurs on Techni-Modul Engineering’s physical receipt of said products and services. In the event of advance payment, transfer of ownership will take effect on the first payment.

10 - Insurance

The supplier agrees to take out insurance covering damage caused to the goods provided by Techni-Modul Engineering.
The supplier shall be solely liable for any damage occurring during the performance of its obligations, or caused by its supplies and services, by its personnel or by its subcontractors.
The supplier agrees to take out and maintain, throughout the duration of the work and the contractual warranty period, an insurance policy sufficient for coverage of its civil liability.

11 - Confidentiality

“Information” means any financial, business, technical or other information communicated or obtained directly or indirectly in writing, orally or by any other means and on any media whatsoever, relating to the provision of products or services. The supplier agrees not to publish, communicate or disclose to any third party, in any way and for any reason whatsoever, any information relating to Techni-Modul Engineering, that may come to its notice prior to or during performance of the order. The supplier agrees to keep strictly confidential the existence and content of the contractual documents, and not to advertise its contractual relations with Techni-Modul Engineering without the latter’s prior written approval.
The supplier agrees to train appropriate personnel in the detection and prevention of counterfeit parts. It shall apply a programme that guarantees the monitoring of obsolescence.
The supplier shall control its external sources of supply and make sure that they come from original or authorised manufacturers, authorised distributors or other approved sources.
Given that traceability is a requirement, the supplier shall take all necessary steps to maintain, guarantee, protect and trace it back to its original or authorised manufacturer.

12 - Intellectual Property

In cases where it finances all or part of the development, Techni-Modul Engineering shall acquire full and exclusive ownership of the intellectual property rights attached to the products and services under the order, in particular concerning sets of documents, outlines, technical notes, drawings, models, prototypes, specific tools, etc. Accordingly, Techni-Modul Engineering will be solely authorised to file any application for intellectual property rights in its name. As regards designs protected by copyright (including software and databases), the supplier shall assign to Techni-Modul Engineering, in return for the price paid by Techni-Modul Engineering under the order, all proprietary rights, in particular the right to reproduce, represent, use, exploit, distribute, adapt, modify, translate and market, etc., relating to the designs produced under the order, throughout the entire period of protection and in all countries where such protection exists.
The supplier guarantees Techni-Modul Engineering against all third-party claims relating to intellectual property rights for the products and services it supplies, and agrees to bear all the consequences and financial penalties that Techni-Modul Engineering could potentially incur.

13 - Conformity, Integrity

The Supplier shall provide the Supplies and/or Services in accordance both with all applicable laws and regulations, and with normal professional practices.
The Supplier and its subcontractors shall comply with the Lists of Prohibited and Restricted Substances, shall declare to the Customer the substances contained in the Supplies, and shall provide the Customer with all the necessary documents, certificates and declarations. Any declaration made by the Supplier to the Customer (directly or indirectly) relating to the materials used for or in connection with the Supplies and/or the Services shall be deemed to be a declaration made under the Contract.
The Supplier represents and warrants that it is and will remain fully compliant with all applicable customs and trade laws, regulations, instructions and policies, including, but not limited to, the fulfilment of all necessary requirements for customs clearances, proofs of origin, export and import licenses and exceptions, and making all appropriate filings with relevant government agencies and/or making all disclosures relating to the provision of services, and to the provision or transfer of supplies, equipment, software and technology.
No materials or equipment included in or used for the Supplies and/or Services shall originate from any company or country included in an embargo list issued by the government of the country in which said Supplies and/or Services will be used, or by any authority having influence over the equipment and materials included in the Supplies and/or Services. Should any of the Supplies and/or Services already be, or become, subject to export restrictions, the Supplier shall be solely responsible for notifying the Customer promptly in writing of the details of such restrictions.
Both Parties warrant that neither of them, nor any other person known to them, will directly or indirectly, make any payment, bestow any gift or make any commitment to their clients, public officials, government officials or agents, directors and employees of either Party or of any other party, in a manner contrary to applicable law, including but not limited to the United States Foreign Corrupt Practices Act and, where applicable, the legislation in force in Member States and signatories that have implemented the OECD Anti-Bribery Convention, and that they both also agree to comply with all laws, regulations, orders and rules relating to corruption and influence peddling. Accordingly, insofar as these provisions are applicable to them, and having regard to Article 17.I. of Act No. 2016-1691, referred to as the Sapin II Act on transparency, anti-corruption and economic modernisation, the Parties agree to take appropriate measures to prevent and detect the commission in France or abroad of acts of corruption or influence peddling in accordance with the aforementioned terms and conditions. No provision of this Contract shall oblige either Party or one of their Subsidiaries to reimburse the other Party for advantages promised or granted.

Techni-Modul Engineering has set up alert lines via which the Supplier and its employees can report suspected breaches of applicable laws, policies or standards of conduct in accordance with French law and as provided for by the CNIL (French Data Protection Authority) at the following address: alerteviolation@tme-composites.com; the Supplier shall make sure that these notification channels are used to report any suspected breach.

Any breach of any obligation contained in Article 13 herewith shall constitute a material breach of the Contract and shall entitle the Buyer to cancel the Contract with immediate effect and without prejudice to any other rights or remedies hereunder or by law. Notwithstanding any provision to the contrary in the Contract, each Party shall indemnify the other Party and hold it (and any relevant Subsidiary) harmless, without limitation, from and against any and all liabilities, damages, costs or expenses incurred as a result of such a breach and/or cancellation of the Contract or arising from export restrictions that were concealed by the Supplier.

14 - Applicable Law - Jurisdiction

These General Terms and Conditions of Purchase are governed by French law. Any dispute relating to the interpretation or performance of these General Terms and Conditions of Purchase that the Parties are unable to resolve amicably within a period of one (1) month as from its date of notification shall FALL EXCLUSIVELY WITHIN THE JURISDICTION OF THE COURTS IN CLERMONT-FERRAND.

Updated on: 07/11/2024