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(907002274 Ed4 dated 2011/11/03)     
All our purchasing orders are subject to the general terms described below. The fact of accepting our purchasing order implies relinquishing the general terms of sale of the Supplier, the adoption of the special terms of the order and the present general terms.
Dispensations to the present terms may be granted by common agreement between ourselves and the Supplier, providing that they are written on the order. These dispensations will be applied exclusively to the order in question without the Supplier being able to benefit from them for other business. All material or work supplied in producing this order must be in conformity both with the applicable stipulations, with the codes and standards prescribed and the rules of the art of the profession.

We are only validly committed by an order issued in the proper way by our Purchasing Dept. The order will become final only after we have received the acknowledgement attached to our order, duly approved and stamped with Supplier's sales stamp. No commercial or technical modification to our order may be made on this acknowledgement, unless in case of prior express agreement from us, in the form of a separate amendment. If the acknowledgement is not returned within 8 days following the issue of the order, we reserve the right to cancel it by registered letter with acknowledgement of receipt. In this case, the Supplier relinquishes any claim to compensation from us. The acknowledgement must be sent to the address mentioned on the order form.
Except in case of special written agreement, the prices mentioned on the order and the acknowledgement are firm and not subject to change and are for goods delivered carriage and packaging paid to the place of delivery mentioned on the order. The carriage risks are at the expense of the Supplier.
The order may not be subcontracted partly or as a whole without our express agreement.

The documents, drawings, plans, models and tooling entrusted by us or made for us, are our exclusive property. They may not without our written permission be used by the Supplier for other uses than ours, nor be copied, reproduced or communicated in whole or partly to anyone.
The Supplier bears the cost of the maintenance of all lended tooling. The absence of maintenance or negligence in the use of our tools may be the subject of an invoice for repair.
The Supplier relinquishes all rights to keep these documents, models and tooling which must be returned to us as soon as possible, on request, and at the latest, from the end of production work. The Supplier has to get by himself any standard or document subjected to copyright referenced in the order, the contract or their appendixes.
On acceptance of the order, the Supplier recognizes to be the owner of all documents and tools needed for the perfect execution of the order, and agree to realize it according to the version of documents specified on the order.

The Supplier agrees to set up a quality management system compliant with ISO 9001 standard and an environmental management system compliant with ISO 14001 standard. We have the right to inspect the quality and progress of the production of the order in Supplier's premises, at any time. Our customers or their representatives have the same right. All the tests scheduled in the contractual documents, including those required by regulations, are carried out at Supplier's expenses.

If the order is not carried out, supplied, and accepted in the set time limits, we reserve the right to cancel in whole or in part and to place an order with another supplier at the costs and risks of the failing Supplier, by registered letter with acknowledgement of receipt, without prejudice to damages-interests at his cost. These arrangements are accepted by the Supplier from today. If deliveries are accepted after the deadline, the Supplier will be indebted of a compensation equal to 2% excluding taxes of the amount excluding taxes of the delivery, for each delayed week.

The order will be delivered at the address mentioned on the order.

Every delivery of goods in our premises will be the object of a quantitative and qualitative incoming inspection. All work done outside our walls may be the object of technical checking and receipt in Supplier's premises. All extra goods or not complying with the specifications of our order can be rejected and returned at Supplier's expenses and risks.

The Supplier will send directly to our Accounting Department a separate invoice per order necessarily mentioning our order number.
Except particular agreement specified on the order or in a contract, the payment will be made at our convenience by cheque or transfer 60 days from date of the invoice.

Except particular agreement specified on the order or in a contract, supplied goods are guaranteed against all design, manufacturing or material defects for at least two years from the date of shipment. This guarantee is unlimited in time in case of hidden defect(s). The Supplier will replace, adjust, recondition or repair at his expenses the defective deliveries for a maximum extension of 8 days from the formal demand made by registered letter with acknowledgement of receipt. After this deadline, we shall proceed with or authorize the above proceedings at the cost of the failing Supplier. The Supplier must repair all the direct or indirect harmful consequences of the defects of his goods and services. In particular, the Supplier will be held responsible for the financial consequences of his civil responsability if a claim is made against us concerning physical, material or immaterial damage arising from a fault in the Products or Services supplied by him and assembled into our manufactures or resold.

On acceptance of the order, the Supplier agrees to respect strictly all the applicable statutory texts in France and in all the European Union at the delivery date of the goods and the services which he supplies, including in case these statutory texts would not be mentioned on the order or on a contract. The Supplier agrees to communicate free of charge on first request any documentary evidence of his statements, in particular test reports, analysis reports, compliance certificates, material certificates. This commitment runs at least during the legal duration of preservation of contractual documents after the delivery. Case of the regulations on substances: the Supplier agrees to inform us exactly and immediately about the presence and about the quantity of any substance classified as dangerous by the applicable regulations in the goods delivered.

The Supplier guarantees us from all claims by third parties with regard to industrial property for the items which he supplies to us and agrees to act in our behalf if responsability is sought.
The Supplier guarantees that he subscribed and that he will maintain, for our order or during all the duration of the contract, the insurance policies guaranteeing his professional civil liability, covering in particular the risks of all kinds relative to Products to deliver and to their use by ourselves, by one of our customers or by a third party. The guaranteed amount will be at least 1,000,000 euros by claim and year of insurance. The Supplier agrees to justify it in writing on simple request and to obtain at his expenses an extension of guarantee if we consider it necessary to cover the risks of the execution of the order or contract.

The contracts agreed by virtue of the present Conditions are subject to French Law only, notwithstanding any foreign legality. Any dispute, whatever the nature or the cause, will be duly submitted to the jurisdiction of the Paris courts in France, even in cases under guarantee or if there are several defendants.