ARaymond Industrial 1
GENERAL TERMS AND CONDITIONS 1 - General informat
ion These General Terms and Conditions apply to the contractual relationship between the supplier ARAYMOND INDUSTRIAL S.L. (“Supplier” or “ARAYMOND INDUSTRIAL”) and the Customer company (“Customer»). The Customer’s general terms and conditions expressly agreed by ARAYMOND INDUSTRIAL can apply in addition to the present General Terms and Conditions and the Particular Conditions, insofar as these Customer’s general terms and conditions are not in contradiction with these terms and comply with contract law and competition law. The present General Terms and Conditions apply to all contracts, all orders and all open orders. It is expressly agreed that all references to Customer’s documents on any documents, including on an Internet site, referring to another document, shall not be agreed by ARAYMOND INDUSTRIAL without its written and prior agreement. No website usage agreement or any other click through agreement on a website will have any applicability or binding effect whether or not Supplier clicks on an “ok”, “I accept” or similar acknowledgment. Any derogation to the present General Terms and Conditions shall be confirmed in writing. The term in “writing” means any document drawn up on any paper, electronics medium or by fax. Conversely any order or any acceptance of the Products constitutes full and entire acceptance of these General terms and all the terms of the ARAYMOND INDUSTRIAL offer including the SPECIFICATIONS. The SPECIFICATIONS mean: (i) the Customer’s written requirements specifically accepted in writing by A RAYMOND INDUSTRIAL relating to the Product, or (ii) the A RAYMOND INDUSTRIAL document validated by the Customer containing the characteristics defined as functional with indication of the measurement and testing resources used. The first order from the Customer shall be considered as an acceptance of last SPECIFICATIONS provided by the Supplier. 2 - The contract’s scope of application The following documents are part of the contract in the order shown below: (i) The present General Terms and Conditions, (ii) The Offer accepted by any means, in particular by acknowledgment of receipt, (iii) The SPECIFICATIONS completing the present General Terms and Conditions, (iv) The delivery order, (v) The invoice. The following documents are not part of the contract: documents, catalogues, advertising, “Written” fees not mentioned and not expressly agreed by the Parties in the particular conditions. 3 - Orders 3.1 - Order Receipt It is hereby expressly agreed that the Order shall be sent by the Customer by the following means: EDI, E-mail or Fax Mail. The Customer must ensure that Orders have been properly received by ARAYMOND INDUSTRIAL. Any or all sending of Order by any other means, which have not been subject to the prior agreement of ARAYMOND INDUSTRIAL , shall not be binding upon ARAYMOND INDUSTRIAL and shall not incur liability for the damages and harmful consequences which may be suffered by the Customer. However, ARAYMOND INDUSTRIAL shall make its best efforts to meet the Customer’s. It is hereby agreed that receipt of the delivery schedules shall not be fixed on a daily basis. 3.2 - Forecasted Requirements The Order mentioning the forecasted requirements (including notably forecasted shipping date of the Goods (“Shipping Date”), mean of transportation, delivery place) (“Forecasted Requirements”) shall be expressed over a minimum of a three calendar-month period (“Three Calendar-Month Period”). The Forecasted Requirements shall be turned into confirmed requirements by the Customer and received by ARAYMOND INDUSTRIAL at least two calendar weeks prior to the forecasted Shipping Date. Nevertheless, should ARAYMOND INDUSTRIAL believe it to be possible to reduce the lead-time of delivery, this lead-time may be reduced subject to the prior and written agreement of the Customer Service Department. In any event, in the absence of the confirmed requirement by the Customer at least two calendar weeks prior to the first scheduled forecasted Shipping Date, the four weeks before the scheduled shipping date will be deemed by ARAYMOND INDUSTRIAL as commitments from the customer (“Fixed Requirements”) for a fix period (“Fix period”), which is acknowledged and accepted by the Customer. It is expressly agreed that ARAYMOND INDUSTRIAL does not have any obligation to remind the Customer; therefore ARAYMOND INDUSTRIAL will not support any responsibility in this respect. During the period defined between the end of the Fix Period and the end of the Three Calendar-Month Period, ARAYMOND INDUSTRIAL upon agreement can accept weekly quantity variations only up to 20% (“Variation Rule”). In case of violation of the Variation Rule by the Customer where ARAYMOND INDUSTRIAL is not able to fulfil, a contradiction with updated Shipping Date shall be sent to the Customer. If the Customer is not reacting within five (5) working days on receipt of the contradiction, this contradiction is considered as accepted. Any or all changes compared with Forecasted Requirements made by the customer, including notably changes of wished delivery date, cancellations, additional requirement lines, shall be subject to the prior and written agreement of the Customer Service Department, which shall be given in a maximum of five (5) working days. The cancellation of the Customer’s Orders by ARAYMOND INDUSTRIAL shall follow the procedure set forth in Article 3.4. As regards parts requiring the use of specific materials, or with procurement lead-times which are too long (for example, and non-exhaustively: for metal raw materials stainless steel, for plastic raw materials solution-dyed and master batch), requirements shall be expressed within a minimum of three (3) fixed calendar months. No changes to these requirements may be made without the prior and written agreement of the ARAYMOND INDUSTRIAL Customer Service Department. ARAYMOND INDUSTRIAL has the right to deliver Goods from the different shipping centers of ARAYMOND Network. No consolidation is necessary. ARAYMOND INDUSTRIAL has to inform the Customer accordingly in case the transport is in the responsibility of the latter. Under no circumstances shall the pecuniary consequences of the existence of these dispatch centers shall be borne by ARAYMOND INDUSTRIAL. In particular, this shall apply to customs, transit or carriage duties. 3.3 - Minimum Orders The minimum order quantity for the Customer must correspond to the minimum delivery quantity indicated in the Offer, rounded up to the Packaging Unit (“PU”), unless by derogation agreement for specific packaging. In case of no stock and no other orders on hand, the minimum quantity corresponding to new production from the Offer is valid. The minimum of ordering for any Order is 500 euros. However, ARAYMOND INDUSTRIAL might accept to process orders below this amount against 50 euros administration fees as an extra. 3.4 - End of needs Any or all definitive cancellation of the Customer’s orders shall be subject both (i) to compliance with two (2) calendar months notice sent by mail to the Customer Service Department, and (ii) the receipt of confirmation from Customer Service Department. It is understood that the Customer undertakes to take back the constituted inventory of Goods, within the limit of all the Fixed Requirements and Forecasted Requirements. Moreover, in the event of the production of a Customer dedicated product, the latter undertakes to take back or assume the costs for all the raw materials, components and semi-finished products specifically ordered for it. 3.5 - Standard Packaging The delivered volumes shall be in multiples of the part’s AR INDUSTRIAL standard packaging (“Standard Packaging”). It is agreed that the Customer accepts: Should the ordered volumes be less than the Standard Packaging, then said volumes shall be rounded up to the closest amount of Packaging. e.g.: Order: 900 parts è Standard Packaging = 1,000 parts è delivery: 1,000 parts. Provided the total of several lines of the same order corresponds to Standard Packaging, said Standard Packaging shall be delivered on a single occasion on the first requirement date of said order lines. e.g.: Order: 3 requirements for 500 parts on each date è Standard Packaging = 1,500 parts è delivery: 1,500 parts on a single occasion at the first requirement date. The Customer shall bear sole responsibility for additional costs and consequences, which may arise as a result of the application of the abovementioned rules. The Customer shall therefore be personally responsible for taking any or all measures required in order to remedy the disturbance, which may arise as a result of this operation. 4 - The order’s preparatory and ancillary work 4.1 - Plans, researches, descriptions All the technical plans, descriptions, documents or quotations given to the Customer are communicated within the framework of a loan for use whose purpose is the evaluation and the discussion of the commercial offer of ARAYMOND INDUSTRIAL. They will not be used by the Customer for any other purposes. ARAYMOND INDUSTRIAL keeps all of the material and intellectual property rights on the documents loaned. These documents shall be sent back to ARAYMOND INDUSTRIAL upon first request of ARAYMOND INDUSTRIAL. 116 4.2 - Handing-over of samples The samples or prototypes transmitted to the Customer are covered by a strict confidentiality. Samples may only be furnished to a third party with ARAYMOND INDUSTRIAL ‘s express authorization. 4.3 - Conservation of tooling The expenses incurred by ARAYMOND INDUSTRIAL for the research, the creation of tooling and the adjustment of manufacture shall be the subject of the Customer’s financial participation. Tools which are designed by ARAYMOND INDUSTRIAL and adjusted to its methods and its equipment shall remain ARAYMOND INDUSTRIAL sole property. The Customer’s participation in tooling expense shall not entail any transfer of material or intellectual property rights or know-how. 5 - Characteristics and status of products ordered 5.1 - Usage of the products The delivered products shall comply with the SPECIFICATIONS at the time of delivery in accordance with the Incoterms (see Article 7.5 - Reception) and with the technical regulation and the technical standards as mentioned in the SPECIFICATIONS. The Customer is responsible for ensuring that the product is used in normal foreseeable conditions of use and in accordance with safety and environmental legislation in effect at the place of use, as well as with industry practice. The Customer is solely responsible for determining whether such product is fit for a particular purpose and suitable for Customer’s method of application. Unless express provision mentioned on the product, the delivered product shall not be intended to be put in use for aeronautical purpose. 5.2 - Packing of the products Packages not consigned shall not be taken back by ARAYMOND INDUSTRIAL . The Customer undertakes to dispose of packages in accordance with local environmental legislation. 5.3 - Transmission of the information concerning the product The Customer undertakes to transmit to any sub-buyer any information that is useful to using the product. ARAYMOND INDUSTRIAL shall be responsible for the product’s traceability, up to the date of delivery to the Customer. 6 - Intellectual property and confidentiality 6.1 - Intellectual property and know-how of the documents and the products All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights, trademarks, patents and applications therefore, and other information or Intellectual Property whether registered or not, disclosed, handed over or otherwise provided to the Customer by the Supplier and all rights therein shall be collectively referred as “Intellectual Property” of the Supplier Intellectual Property will remain the property of Supplier and will be kept confidential by Customer in accordance with these terms and conditions. Customer shall have no claim to, nor ownership interest in, any Intellectual Property and such other information, in whatever form and any copies thereof, shall be promptly returned to Supplier upon written request from Supplier. Customer acknowledges that no license or rights whether express or implied of any sort are granted to Customer hereunder in respect of any Intellectual Property, other than the limited right to use the Supplier’s proprietary Products purchased from Supplier. Unless specifically provided for and itemized for payment as agreed to by Supplier, the sale of Products or Services by Supplier to Customer does not include any design, development or related services associated with the Intellectual Property of the Supplier. Mentioning, incorporating of the Customer’s title block, or any other Customer’s detail in the drawing shall not be construed as any assignment whatsoever to the Customer of any IP and/or know-how rights attached the Drawing and the norms shown in the Customer’s title block shall not in any case represent, or be interpreted as an endorsement by ARAYMOND INDUSTRIAL. 6.2 - Confidentiality The parties enter into with one another a general obligation of confidentiality concerning the components (documents on any media whatsoever, discussion reports, plans, exchanges of computerized data, etc.) exchanged within the framework of the contract preparation and implementation. However the following information shall not be subject of an obligation of confidentiality: - Information belonging to the public domain at the time of the conclusion of the contract - All information that is already lawfully known by a Party prior to the conclusion of the contract, or prior to the preliminary works to the conclusion of the contract. These stipulations shall not impede ARAYMOND INDUSTRIAL’s option to use its know-how and its own technology developed during the contract, in the absence of a specific agreement concluded between the parties. These provisions shall not impede ARAYMOND INDUSTRIAL’s option to protect his achievements. 6.3 - Guarantee in the event of infringement When design, drawing, technical information (“Data”) is provided by the Customer, the Customer guarantees that such Data and their use do / will not infringe third party intellectual property rights or know-how., Customer further warrants that ARAYMOND INDUSTRIAL can use it freely without infringing a contractual or legal obligations. The Customer shall hold ARAYMOND INDUSTRIAL harmless from direct or indirect consequences of any civil liability proceedings or criminal liability proceedings resulting from infringement or unfair competition proceedings. When Intellectual Property rights are owned by Supplier, it warrants that the Parts manufactured under the contract do not directly infringe any third party intellectual property rights published at the time of the Supplier’s offer and in the place of production. If a claim under this section results, or is likely to result, in an injunction or other order that would prevent Supplier from supplying or Customer from using Parts for their intended purpose, Supplier will at its option and expense either (i) secure a license of the Intellectual Property Right that permits Supplier to continue supplying the Parts to Customer, or (ii) modify the Parts so that they become non-infringing, or (iii) replace the Parts with non-infringing but practically equivalent Part. Supplier will have no liability under this section unless Customer provides Supplier with full information, cooperation, and assistance regarding, and authority to defend, a claim covered by this section. Supplier will have no liability under this clause if and to the extent that a claim of infringement is based on (1) a Part modification made by Customer or a third party, (2) a Part modification made by Supplier at Customer’s request, (3) use or interconnection by Customer of the Part in combination with other products not made or sourced by Supplier. 7 - Delivery, transport, inspection and acceptance of products 7.1 - Delivery timeframe The delivery timeframe shall commence as of the latest of the following dates: - the date of the order’s acknowledgment of receipt, - the date of receipt of all of the materials, equipment, tools, and execution details due by the Customer, - the fulfilment date of prior contractual or legal obligations due by the Customer. The agreed delivery timeframe is an important element which is specified in the Offer. However, timeframes stipulated are given for information purposes only and can be reconsidered if circumstances that are beyond ARAYMOND INDUSTRIAL’s control occur. 7.2 - Delivery terms The risks are transferred to the Customer upon delivery, without prejudice to ARAYMOND INDUSTRIAL’s right to rely on the benefit of the reservation of title clause or to make use of its right of retention. The delivery is carried out in accordance with the Incoterms (INCOTERMS 2010). In the event that the Customer has the initiative of the transport and bears the transport’s cost, the Customer shall be responsible for all financial consequences for direct action of the carrier against ARAYMOND INDUSTRIAL. 7.3 - Delivery In the event of the closure of ARAYMOND INDUSTRIAL, for a Bank Holiday or a non-working day within ARAYMOND INDUSTRIAL, of governmental restrictions and/or those issued by the Authorities, non-exhaustively, road, air or sea ban the delivery dates may not be complied with. The Customer shall bear sole responsibility for the additional costs and consequences, which may occur from the above. If the Customer requests the closing dates of ARAYMOND INDUSTRIAL, the Customer Service Department will give this information. 7.4 - Delivery Documents Delivery documents shall be provided by ARAYMOND INDUSTRIAL to the carrier upon shipping. Upon request from the Customer, ARAYMOND INDUSTRIAL may provide a copy of the Delivery Documents. The Standard Delivery Documents comply with Odette recommendation. 7.5 - Transport, customs, insurance Unless otherwise agreed, all operations involving transport, insurance, customs, maintenance, and bringing to the site shall be carried out and paid by the Customer, at its own risk. The Customer shall be responsible for the Legal Acceptance and for exercising, if need be, remedies against carriers, even if shipping has been done carriage free. www.araymond-industrial.com