1/ DEFINITIONS

In these “Terms and Conditions”, the term “Supplier" designates RTI INDUSTRIES SAS. “Purchaser” means the company who purchases “Goods” from the Supplier. The term « Customer » means the Purchaser’s customer, to whom the Goods, whether manufactured “Products” or “Services” are destined. The “Order” includes any specifications and particular terms and conditions mutually agreed by the Parties and these Terms and Conditions.

 

2/ VALIDITY OF THESE TERMS AND CONDITIONS

2.1 - Terms and Conditions

These terms and Conditions apply to all Orders whether entered into verbally, in writing or by telephone. Orders by the Purchaser imply unqualified agreement with these Terms and Conditions and the Purchaser explicitly and unconditionally waives its right to claims based on its own terms and conditions. Any amendment to these Terms and Conditions shall be expressly approved in writing by the Supplier. Any specific terms and conditions mutually agreed by both parties will supersede these Terms and Conditions.

 

2.2 - Offers & prices

Tariffs, specifications, dimensions and information in price schedules, catalogues and other documents, or given verbally are provided only on a non-binding basis and may change. Except where otherwise expressly provided for, prices issued by the Supplier are quoted for Goods without packing, ex works, exclusive of taxes, duties and levies.

A quotation is only valid for 7 days or for the period as advised in the quote.

Offers are issued based on specifications, information and documents provided by the Purchaser.

 

2.3- Orders & Acknowledgement of receipt.

Orders shall be deemed to be accepted by the Supplier only after a written acknowledgment of receipt is issued by the Supplier. In case of payment by bank-issued letter of credit, acceptance of the Order is subject to the prior acceptance of such letter of credit by the Supplier.

In the event of discrepancy between the terms of the Order and those contained in the acknowledgement of receipt issued by the Supplier, the provisions of the acknowledgement shall constitute the sole covenant binding the parties.

An Order will not be deemed cancelled unless and until the request for cancellation is accepted by a director of the Supplier.

 

3/ SUBCONTRACTING AND ASSIGNMENT

The Supplier may assign and/or subcontract the Order or any part of it to any third party without the prior consent of the Purchaser.

No Order will be assigned by Purchaser without the prior written consent of Supplier. In case of assignment by the Purchaser, he shall remain jointly and severally liable to the Supplier for the performance of the Order.

 

4/ DELIVERY – SHIPPING - RETURN

4.1 - Delivery

Delivery terms are quoted on a non-binding information basis. No late charges or other compensation may be claimed from the Supplier in the event of delay, and in no event shall a delay be used as grounds for cancellation of any part of the Order.

Any dates specified for delivery are an estimate and time for delivery shall not be made of the essence by notice. If no dates are specified, delivery shall be within a reasonable time.

In the event of payment by bank-issued letter of credit, delivery deadlines shall not begin to be calculated until the Supplier has accepted such letter of credit.

Delivery of the Goods shall take place at the Supplier’s place of business.

 

4.2 - Shipping

Shipping operations, insurance, customs, handling and on-site installations are payable by and at the risk of the Purchaser which shall inspect shipped Goods upon arrival and, if necessary, submit claims against the shipper and file any and all reservations within the time prescribed by law in matters of shipping and transport

Partial shipment is allowed. Each lot shall be regarded as a separate and independent Order.

In case of delay by the Purchaser in taking possession of the Goods for causes beyond the control of the Supplier, Goods shall be stored at the expense and risk of the Purchaser. The Supplier declines liability resulting from such storage.

 

4.3 -  Return of Goods

No Goods shall be returned for whatever reason without prior written agreement from the Supplier, which reserves the right to inspect it. Return shipping charges remain in any and all events payable by the Purchaser, said return being in no event cause for cancellation of all or any part of the Order.

 

5/ MANUFACTURING AND DELIVERY ALLOWANCES

Allowances applicable to the quantities and the quality of Goods delivered are those stipulated in the reference standards appearing in the Order.

 

6/ INSPECTION – ACCEPTANCE OF DELIVERY

Acceptance of the Goods shall be made before shipping from the Supplier’s factory and shall be final, failing which Goods shall be deemed accepted as soon as they have left the Supplier’s factory

Fees for receiving agents shall be payable by the Purchaser.

If Purchaser fails to inspect or collect the Goods pursuant to the Order, Supplier shall be entitled, fifteen days after notification by Supplier to Purchaser, to store the Goods at the Buyer’s risk and expense, and to invoice the Purchaser without the possibility of a refusal of payment thereafter on account the Goods are not delivered.

 

7/ PAYMENT

Payments are due on a net cash basis without discount, on the date Goods are made available for delivery.

In any and all events, the Supplier reserves the right to demand payment for any Order by confirmed irrevocable letter of credit issued by an approved bank, all charges and interest thereupon being payable by the Purchaser. Time for payment is of the essence and no claim may be used as grounds for delay in payments.

If any payment is overdue, the Supplier may defer contractual delivery periods by a period equal to the delay in payment.

 

7.1 - Delay or default in payment

The non-observance of invoice due dates shall entail, as of their due date, a late payment penalty based on the refinancing rate of the European Central Bank increased by ten (10) points, as well as a lump sum fee of 40 € for collection costs as pursuant to articles D441-5, L.441-3 et L.441-6 of the french Code of Commerce.

In the event of non-payment or delay in receipt of payment of any invoice, all monies owed by the Purchaser to the Supplier (including those not yet due for payment) will become payable immediately.

The Supplier further reserves the right to suspend performance of the Order in progress and any other Orders placed by the Purchaser and/or to declare Orders terminated by right if payment is not made in full within ten days of service of a notice.

 

7.2 -  Risk / Title

Transfer of ownership of the Goods is subject to payment in full of all sums due in principle and accessories in respect of the Order and all other sums which are or become due to the Supplier from the Purchaser on any account. .The non observance of any due date may result in the claim of these goods.Until ownership passes to the Purchaser, the Purchaser shall insure the Goods on the Supplier’s behalf for their full price against all risks, store them separately and maintain the markings / identification of such Goods.

The Purchaser’s right of possession shall terminate immediately if any proceedings are commenced, relating to the insolvency or possible insolvency of the Purchaser or if the Purchaser fails to observe any of its obligations under the Order or these Terms and Conditions. In this case, the Supplier may terminate the contract and suspend further deliveries and cancel existing Orders.

The Goods are at the risk of the Purchaser as from the time of availability for delivery. Risk in the Goods is transferred onto Purchaser according to the Incoterms of the Order and at the latest upon delivery of the Goods.

 

8/ WARRANTY

The warranty period of Products is twelve (12) months from the date of delivery.

Goods must be used, manipulated, maintained, and stored for the purpose and within the limits of utilisation for which they were manufactured, in compliance with Supplier or manufacturer procedures and recommendations and in accordance with standard practices, norms and customs.

The warranty excludes normal wear and tear, defaults of mechanical, thermal or chemical origin resulting from conditions of use which do not comply with product specifications, and damage caused by experimentation or testing other than the normal verifications carried out under technically recognised standards before the Goods are put into service and accidents due to faulty manipulation and/ or use, faulty maintenance, faulty storage and/ or negligence. Labour and repairs on used Goods are not covered by warranty.

The Purchaser shall immediately notify the Supplier of any imperfections detected. The warranty may be subject to forfeiture if notification is received later than ten days from:

- date of delivery in the case of visible defects, specifically for Goods in series delivered by lots;

- date of detection, in the case of hidden defects.

A report on the defect claim shall be made up within one month in the presence of the Supplier and, if necessary, by the manufacturer or its representative duly convened, regarding all Goods left in their existing state.

If a defect is recognised as such by all parties concerned, the Supplier shall, at its option and to the exclusion of any other expenses, either repair the defective part, or supply a new part to replace the part initially supplied under the original Order terms. Performance of this clause fully releases the Supplier from further liability. In no event does the warranty cover reimbursement of any other cost for travel and transport, logistics and labour, work, inspection, testing and trials, damages resulting from delays or any other type of cost or loss.

Repairs on defective Goods carried out by the Purchaser without the prior written approval of the Supplier shall result in the loss of warranty rights. Non-payment as provided for in 7) hereinabove shall also result in the loss of warranty rights.

All warranties, conditions and other terms implied by law are, to the fullest extent permitted by law, excluded from these Terms and Conditions.

The Supplier shall not be liable for repair costs exceeding the amount contained in the estimate to which it has given its prior written acceptance. The warranty provided by the Supplier shall also be limited to the amounts recoverable by the Supplier from the manufacturer of such Goods or parts as applicable to the warranty provided by said manufacturer to the Supplier.

The replacement or repair of Goods does not modify the normal warranty conditions ensuing from the provisions hereinabove.

Any technical service provided under the Order cannot qualify the Supplier a co-designer or a co-manufacturer of the final product incorporating the Goods.

 

9/ LIABILITY

The Liability of the Supplier under the Order is limited to the replacement or the repair of the faulty Goods, subject to a proven default attributable to the Supplier. The Supplier shall not be liable to the Purchaser by way of indemnity or by reason of any breach of the contract or of statutory duty, or by reason of tort (including but not limited to negligence) for any loss of profit, loss of use, loss of production, or for any financial or economic loss or for any indirect, special, incidental or consequential damage whatsoever that may be suffered.

In no case will the Supplier be liable for lack of advice towards the Purchaser, the latter being the only one accountable for determining its own need, and the specifications of the Goods.

In any case, the aggregate liability of the Supplier under the Order howsoever arising, including but not limited to liquidated damages, warranties and guarantee and / or from termination, whether based on the Order, indemnity, tort (including negligence and strict liability) shall not exceed 50%) of the Order price ( or payment effectively received by the Supplier).

 

10/ SUSPENSION

The Purchaser is entitled to suspend the Order or to request postponement of delivery for a maximum period of fifteen (15) days. Beyond this period, Supplier will be entitled to cancel the Order to the expense of the Purchaser and claim for damages. If notice for suspension is given by Purchaser as Goods are manufactured and waiting for shipment, Supplier will be entitled to ship and invoice the Goods after a period of five (5) days.

In any case, costs relating to a suspension or the postponement of a delivery requested by Purchaser, such as but not limited to storage, insurance etc…will be back charged.

The Supplier reserves the right to suspend the manufacturing of an Order for a period of ninty (90) days charge free.

 

11/ CANCELLATION

In case of cancellation of the Order by the Purchaser and without prejudice of any other right of the Supplier to claim for damages, the following costs will be due by right:

- 10% of the value of the Order if the cancellation is notified before raw material is ordered by the Supplier,

- 70% of the value of the order if the cancellation is notified after the raw material is ordered by the Supplier but before manufacturing of the Goods has begun,

- 100% of the value of the Order if the cancellation is notified once manufacturing of the Goods has begun.

In case of cancellation for convenience, it is agreed the Purchaser will indemnify Supplier for all costs owed to its own suppliers or engaged for the satisfaction of the Customer.

 

12/ SET OFF

No set off whatsoever will be operated at any time between any alleged claim of the Purchaser against the Supplier and any debt the Purchaser may have with the Supplier.

 

13/ FORCE MAJEURE

The Supplier reserves the right to defer the date of delivery or to cancel all or part of the Order if it is prevented from or delayed in the carrying out of its business due to circumstances beyond the reasonable control of the Supplier, including without limitation, acts of God, governmental actions, war or national emergency, requisitioning, acts of terrorism, protests, riot, fire, explosion, flood, epidemic, strikes and other labour disputes, restraints or delays affecting carriers and shippers, border closing, inability or delay in obtaining supplies of adequate or suitable materials, the breakdown or failure of a machine or tool, or any other cause leading to partial or total work stoppage for the Supplier, its suppliers and its sub-contractors. Provided that the event in question lasts for more than one calendar month, the Supplier reserves the right to terminate the Order without compensation for damages and losses.

 

14/ PROPERTY RIGHTS - CONFIDENTIALITY

Any brochures, documents, specific studies conducted at the Purchaser’s request, technical innovations made to Goods previously supplied, shall remain fully owned by the Supplier.

The Purchaser shall return all brochures, studies, documents which it still has in its possession following unsuccessful negotiations and shall keep the contents strictly confidential both during and following negotiations whether or not such negotiations result in an Order.

 

15/ APPLICABLE LAW - DISPUTES

The Order and any dispute or claim arising out or in connection with it shall be governed and construed in accordance with French law, and the parties submit to the exclusive jurisdiction of Bourges.