General terms and conditions of purchase
Our order constitutes a purchase contract, and its acceptance by the supplier implies full acceptance of specific conditions mentioned in the said order, and SLCE’s General Conditions of Purchase. These General Conditions of Purchase shall prevail over all supplier’s general or specific conditions of sale, unless accepted in writing by SLCE. Any waiver or modification to these terms and conditions shall be valid only after SLCE’s written agreement.
Our purchasing conditions, general and specific, apply to all SLCE purchases, whether they be for tooling, equipment parts, components, assemblies, sub-assemblies, commodities or services. The term Order means the Purchase Order and its annexes issued by SLCE, the General Conditions of Purchase, and documents that define the characteristics of supplies (plans, specifications, design briefs, etc.)
The order is transmitted by mail, fax or any agreed upon electronic means. The supplier undertakes, as an essential obligation, to return an acknowledgment within 4 days from the date on the order. After this period, the terms of the order will be deemed to be accepted by the supplier.
PRICES AND PRICING CONDITIONS
The prices noted on the order documents are net, are firm prices and are not subject to revision for a supply packaged, wrapped, delivered according to Incoterms specified in the order. No deposit is paid at the time of the order, unless otherwise specified on the order form as special conditions.
Delivery dates accepted by our suppliers must be strictly adhered to. In case of delay in partial or total deliveries, SLCE reserves the right to reduce or cancel without notice or compensation, any unexecuted orders within the agreed time, and to refuse delivery. Penalties equal to 0.5% per calendar day of delay will be applied from the confirmed delivery date, and no later than within 48 hours, or failing that, of the requested delivery date.
INTELLECTUAL AND MATERIAL PROPERTIES
Plans, drawings, models, technical specifications, special documents, production tools, monitoring tools and various means provided or paid to the supplier are, and remain the exclusive property of SLCE and can only be used exclusively for the actioning of SLCE orders, and must be made available upon notice of one (1) business day. They must not be destroyed or altered, or disclosed to third parties, or used or reproduced for any other purpose without our written permission. The supplier will be considered as guardian of the above and will assume responsibility for any damage, theft, destruction, or partial or total destruction which may occur to the aforesaid items. It is up to the supplier to subscribe to any insurance policy that may cover the supplier for this purpose. These aforesaid items must be returned in good operating condition on the request of SLCE.
The supplier is obliged to keep secret the information that is provided. He agrees to take all necessary measures to prevent disclosure of Information received for the fulfilment of an order. Plans, sketches, models, technical specifications, specific documents, production tools, monitoring tools and the various means communicated to the supplier, or of which it may have knowledge, are and remain the property of SLCE.
RECEIVING AND CHECKING PRODUCTS
The delivered products are subject to acceptance by SLCE. The receipt by SLCE is final only after quantitative and qualitative checks by our receiving department, or, if appropriate, by our technical department at the supplier’s premises or those of its subcontractors. Unless specifically provided in the order, the refusal of the delivered products will be notified by SLCE to the supplier within 60 working days of delivery. Refusal of the delivery, or the implementation of the warranty clause may occur at any time, even in the absence of notifications of faults by SLCE at the time of the reception of packages. Any non-compliant product will be returned at the expense and risk of the supplier. Any delivery not accompanied by the documents specified in the order, and the corresponding delivery note, may be refused by SLCE, and result in the return of the products at the expense and risk of the provider. In the case of a return of products for non-compliance, SLCE reserves the right, either to request replacement or reworking of the said products, in conformity with the initial conditions of the order, or to deduct the costs caused by obtaining the contractual compliance of the supplier, from payments due to the supplier from a justified price list, such as, for example, but not limited to: transportation, labour and rework time in our factory, or the factory of a third party. If SLCE becomes obliged to purchase all or part of the order from another source, the defaulting supplier must bear the cost difference noted between the new order and the original order from the defaulting supplier.
QUALITY AND MONITORING
The supplier is responsible for the quality of supplies and services, and implements a quality control and management system adapted to criteria defined by the technical documents. In the case of an obligation to provide initial samples or standard parts, the order is placed subject to acceptance by SLCE. SLCE reserves the right to send a representative, or SLCE staff member to monitor and check the execution of our order at the supplier’s workshops and those of its subcontractors, where free access during working hours and all facilities to fully carry out the staff member’s or representative’s mission must be assured.
ACCOMPANYING DOCUMENTS FOR DELIVERIES
The supplier is required to attach to the delivery, a readable and accessible detailed Delivery Docket repeating the information on the SLCE order document, and the order number for identification and quantitative control, and documentation as specified on the SLCE purchase order, including all statements and certificates
LIABILITY AND WARRANTY
The supplier maintains the responsibility for the correct performance of this order and all the consequences likely to result from this under the conditions of the common law. The acceptance of samples or standard parts, or payment of invoices by the purchaser shall not affect this responsibility. SLCE may invoke this responsibility even if non-conformities or defects escape checks, and are only revealed by the commissioning or use of the supplies. It is the same in the absence of checks by SLCE, when the burden of checking was entrusted to the provider. Therefore, the provider will reimburse the cost of non-conforming or defective supplies, and the cost of their return to the supplier. In addition, the supplier shall indemnify SLCE against all bodily, material or immaterial or consequential damages, which would be the result of defects or nonconformities in the supplied products.
To this end, the supplier must insure itself accordingly. Unless in the case of special agreement stipulated in the order, or contractually agreed, the guarantee starts on the day of delivery and ends twelve (12) months after the commissioning of the equipment. In case of the operation of the warranty, the supplier will replace the goods or defective equipment without delay, and compensate for any SLCE losses, direct or indirect, that may have occurred due to defects. In case of supplier default, SLCE reserves the right to perform repairs at the supplier’s expense. In case of replacement of parts or equipment, replacement parts or equipment will be warranted for a further period of twelve (12) months starting on the day of installation. The reimbursement of costs shall, if so requested by SLCE, substitute for the replacement of equipment or defective goods.
The supplier warrants its good standing in social law, in particular vis-à-vis the provisions concerning illegal working.
JURISDICTION – APPLICABLE LAW
All disputes arising in connection with the execution of this order will be the exclusive jurisdiction of the Commercial Court in Lorient acting in accordance with French law, even in cases of warranty appeal or plurality of defendants.
If the provider is foreign, all disputes arising out of the order shall be finally settled according to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with these regulations. French law will prevail and apply, and arbitration will take place in Paris.