General conditions of purchase - DOCR0103

1) Main Conditions

Acceptance of EUROTECH INTERNATIONAL’s purchase orders implies full adhesion to the present terms and conditions. The supplier expressly waives his right to make use of its own terms and conditions. The order may however specify technical, commercial and administrative conditions required by the supplier, or particular conditions that prevail on the present conditions.

The supplies shall be delivered with the documentation necessary for its good use, storage and maintenance. It shall be in conformance with existing norms and regulations in France at the time of delivery.

2) Orders acceptance

Purchase orders shall be deemed accepted by the supplier if no remarks have been made within ten days following receipt of the order. All forms of order acknowledgements issued by the supplier are committing, given that the general sales terms and conditions at the back of letters, invoices and any other documents originating from the supplier that would be in contradiction with the present, shall be considered null and void and non opposable to EUROTECH INTERNATIONAL.

3) Prices

Unless otherwise mentioned on the purchase orders, prices are firm. In case the order would call for price adjustments or revisions, it shall be determined in conformance with the contractual details and in accordance with existing pricing regulation.

4) Delivery schedules, shipping, penalties

4.1 Delivery schedules set forth on purchase orders are imperative: supplies are to be delivered at the delivery site on the date indicated on the purchase order.

4.2 All deliveries are supplied with a packing list showing the order number, item numbers, item description and quantities delivered as well as the certificate of conformity and any other required documents.

4.3 The transport manifest is check-marked and final acceptance is contingent to verification of conformity.

4.4 The supplies shall be delivered with the documentation necessary for its good use, storage and maintenance. It shall be in conformance with existing norms and regulations in France at the time of delivery.

4.5 Late deliveries will be subject to penalties according to the expression specified on order.

4.6 Shipping via an express carrier can be requested in case of late deliveries. Extra cost shall be charged to the supplier. EUROTECH INTERNATIONAL shall be kept informed of the reasons for the delay in order to take appropriate measures and limit the damage as much as possible.

4.7 Should implementation of the order be delayed due to force majeure or without any fault or negligence from the supplier, delivery schedules will be extended for a period of time in line with the circumstances.

4.8 In any case, EUROTECH INTERNATIONAL shall have the right to cancel any order or part of it that would not be delivered in time and therefore claim liquidated damages.

5) Materials destined to foreign end users / Export inspections

- Certain products destined to being exported to foreign end-users may be subject to export authorisation from the French Government. For all products destined to export customers and identified as such by the Buyer, the Seller shall clearly indicate in its quotation those requiring an export license. Also, some materials may be subject to research and development, tooling and control fees with the French Government. In that case the Seller shall indicate the fees in its quotation.

- As soon as the Supplies are identified by the Supplier as sensitive items/goods or technology, referred to as dual-use items or military items/goods, the latter is under the obligation to declare the category of the Supplies (ECCN) upon quotation thereof to EUROTECH in accordance with European Regulations (EC 1334/2000 and 394/2006) and US Regulations (EAR and ITAR) in this respect.Failing which, the Supplier shall be deemed by EUROTECH as free to export and shall be liable towards EUROTECH. The Supplier shall be liable in the event of a false declaration.

6) Transport and Insurance

The supplier is liable of all supply risks and charges until delivered to contractual delivery place. The supplier shall contract appropriate insurance policies. Delays due to Insurance claims are not opposable to EUROTECH INTERNATIONAL.

7) Packing and Labelling

Material must be appropriately protected against any damage incurred during loading, transport and unloading operations. Material will be packed and marked with a label in accordance with the order special conditions concerning the packaging, packing and labelling. Material or packages will be clearly identified by indicating the Purchase order number as well as the delivery note number. All material shall be clearly identified with a label stuck on the packaging showing the following information: Purchase Order Number, Item Number, Part Number, Description, NATO Cage code, NATO Stock Number, quantity and unit of measurement and/or any further useful information (Ex: serial numbers, batch numbers, manufacturing dates, shelf-life, cure dates etc…). All expenses pertaining to packaging and/or packing are, unless prior and express exception, incurred by the Seller. Returnable packaging and/or packing must be expressly stipulated such as returnable on the order acceptance. Packaging and/or packing of hazardous material, time life parts, security parts and any different parts subject to regulations shall be in conformance with the regulations in force in the country where it is used. The packing will have to be conceived to protect its contents against any damage that can result from handling and be adapted to the type of transport.

8) Payment terms

Invoices corresponding to deliveries shall be sent in two sets to EUROTECH INTERNATIONAL. Each invoice shall be linked to one order number only and show that number as well as the item number, quantities, description, numbers and dates of delivery notes to which they relate. Invoices shall be paid after verification and acceptance of deliveries by EUROTECH INTERNATIONAL. Payments are made at due date in conformance with contractual terms.

9) Quality Insurance

9.1 Traceability et conformity of supplies

Acceptance of the order by the supplier indicates that conformity with the purchase order is granted, including full traceability of the supplies to be delivered and in conformance with the provisions of the Seller’s Quality Management System. Unless otherwise specified, every material will have to be delivered in “New Manufacture condition”, with its accompaniment documents (Test reports, Certificate of airworthiness,…) and in particular a certificate of conformity from the original OEM in accordance with NFL-0015C. (View the certificate of conformity template).

Should a non-conformance be detected by the supplier after delivery of material, the supplier shall advise the Buyer’s Quality Insurance Department.

The supplier shall perform a specific quality follow-up on Shelf life, security items or any items subject to specific regulation.

9.2 Supplier’s commitment

Upon request and within a reasonable time frame, the supplier shall authorize the buyer to perform a quality audit in its premises.

The supplier shall authorize access to its premises to the representatives of the authority responsible of Quality Insurance to attend the final control or test operations for products or batches contractually covered by a purchase order.

For verification operations the timeframe for intervention is 7 days to actually start operations and 7 days for decision and clearance. The supplier shall advise the buyer’s Quality Department 4 weeks minimum prior to the start of control or test operations.

9.3 Product modifications/upgrades

The Seller shall keep the Buyer informed of every modification, upgrade of all the products for which an order has been placed whether it is already delivered or not. The Seller shall provide any related documentation allowing the Buyer to update its data bank. Unless otherwise specified, the Seller shall inform the Purchaser, at least 12 months in advance, of any manufacturing discontinuation of his parts and supplies. Failing that, the Seller has certain responsibilities and will have to address the whole of the detriments suffered by the Purchaser.

10) Warranty

Unless otherwise specified in the Purchase Order, the material will have a 12 months warranty. The Seller guarantees that the material shall meet the requirements and specifications and satisfy all the function it is intended for. The seller certifies that the material is manufactured in accordance with the latest specifications. The seller guarantees that the material is in condition Factory New/New Manufactured, up to standards of design and production, in conformity with the latest revisions/developments and delivered with all the required accompanying documents. Parts in New Surplus condition shall be subject to prior agreement of the Purchaser. The Seller guarantees that delivered material or rendered services are free from defects (design, material or manufacturing). If the material proved to be defective during the warranty period, the seller is committed to the replace or repair at first request from the Purchaser and to bear all consequent and subsequent cost.

The Seller is bound to respect all legal guarantees, as they stand, without restriction, guarantee of latent defects and defective products. In case the Seller is not the manufacturer, it commits himself to entirely transfer the manufacturer’s warranty to EUROTECH INTERNATIONAL. In case material in condition other than Factory New or New Manufactured would be delivered without prior agreement from the Purchaser, the material shall be rejected upon receipt and returned to the Seller. All subsequent cost shall be charged to the seller. Unless otherwise agreed, the minimum warranty period for each material is either 12 months from commissioning or 18 months from actual delivery date. Replacement parts are covered by a warranty period with the same duration.

11) Applicable law - jurisdiction

Purchase orders are governed by and are to be construed in accordance with the laws of the French Republic and fall under the exclusive jurisdiction of courts from the Purchaser’s head office.

12) Public health - Environment

The manufacturer / supplier undertakes that its products in terms of public health and environment are compliant with EC regulations and the French public health code, especially for batteries, lead and asbestos. The manufacturer / supplier undertakes that its products are compliant with the REACH regulations and that the products sold are not using any Substance of Very High Concern (SVHC) included in the current Annex XIV of the REACH Regulation (candidate list) in a concentration above 0.1% in weight. If one of your products do not meet these regulations and is therefore subject to an exemption, permit or special exception, it is your responsibility, to comply with the French regulations, to let us know in your quotation and to provide us the adequate supporting documents. (See details of regulations on the web site www.legifrance.gouv.fr)

13) Labour laws

The supplier certified that his personnel are regularly declared in accordance with labour laws.