Unless otherwise agreed in writing, the present General Terms govern the relations between SEAC and the supplier. Should SEAC not insist upon strict adherence to any term of the present agreement on any occasion, this shall not be considered a waiver of such rights.
2.1 Depending on the product or service ordered, SEAC will use:
- EITHER an open order with a supply program
SEAC will issue an open order, for which it will periodically send supply programs for the product, specifying a number of days of firm order, plus a number of forecast weeks. If no written reservations are issued by the supplier within eight (8) working days of the sending of the order, or within twenty-four (24) working hours of the sending of the supply program, the supplier is assumed to have accepted it.
- OR a firm order
Any study, or any specific or one-time products or services (eg specific tooling) must be purchased with a firm order. If no written reservations are issued by the supplier within forty-eight (48) working hours of the sending of the order, the supplier is assumed to have accepted it.
2.2 SEAC may modify an order or supply program not yet delivered, by sending the supplier an amendment, which will be considered accepted if no written reservations have been received within twenty-four (24) working hours.
2.3 The volumes mentioned by SEAC during the supplier consultation or appointment process , as well as any periodic volume forecasts by SEAC are nonbinding. They are given purely for information purposes, notwithstanding any contrary provision in any document issued by the supplier.
3. PACKAGING – DELIVERY – RECEPTION
3.1 Packaging will be supplied according to the SEAC logistics protocol, unless there is a specific, signed packaging sheet. If the packaging is provided by the supplier, it is completely under the supplier’s responsibility. It must be suitable and sufficient to fully protect the products against damage during transport, storage and rational handling. The packaging must also be reusable and recyclable.
3.2 The ordered products are to be delivered according to the terms on the purchase order; to the delivery location, on the delivery date and in the quantity stated on the purchase order or supply program.
3.3 The transfer of risks will take place under the Incoterms specified for the order. Ownership of the product will be transferred to SEAC, once definitively received. The products may not be subject to any retention of title clause.
3.4 Unless expressly stated in the Logistics protocol signed by the parties, any delivery must come with a delivery slip and all required documents. The delivery slip must state the SEAC order number as well as the product reference (SEAC code, and type of product matching those on the purchase order). The quantities delivered must be expressed in the same counting units used on the purchase order or supply program. The supplier agrees to provide any document or information on the origin of the products, on demand by SEAC, within the time period set by SEAC.
3.5 SEAC’s signature of the delivery slips does not indicate definitive reception of the products. The products will be considered definitively received only once they have been inspected by SEAC. Concerning machines; definitive reception is determined by the SEAC machine reception procedure. SEAC may return any non-conform or defective products to the supplier at the supplier’s expense and risk. The said products will immediately give rise to a credit note. SEAC may demand replacement of the defective or non-conform parts under the same billing conditions as the products replaced, or have this service performed by a third party at the supplier’s expense. All costs related to the nonconformity or defectiveness of the product will be borne by the supplier (including sorting, assembly/disassembly, reworks, and interruption of SEAC or a third party’s production), without prejudice to any other claims for damages.
3.6 The products delivered must correspond exactly to the initial samples accepted. They must comply with the specializations, calibers, plans, contracts or other specifications issued by SEAC for execution of the orders. The supplier must comply with the lasted edition of the SEAC Purchasing Manual, especially with regard to SEAC Quality Assurance. The products delivered must comply with all laws and regulations in force in the European union and in the countries where the products are manufactured, sold or used. In particular, the products must contain no materials or substances banned by EU REACH regulations. Furthermore, the supplier undertakes to comply with SEAC social responsibility and labor rights principles (legally employed workers, no child labor, no forced labor) when making products or performing services ordered by SEAC.
4. DELIVERY DELAYS – PENALTIES FOR LATE DELIVERY
4.1 Unless otherwise expressly agreed in writing by SEAC, the supplier undertakes to continuously keep a five-day safety stock, at their own expense, at a location independent from their premises, and to regularly renew this stock.
4.2The delivery times stated on the purchase order are imperative. The goods must be delivered to the address stated on the order. Likewise, intermediate and final deadlines for executing the order are imperative.
4.3 Any delivery made after the specified date may, after formal notice, will give rise to late penalties due to SEAC. The amount of penalty will be equal to one percent (1%) of the total tax-exclusive value of the order per day late. Furthermore, a determinable fee will be charged for managing this penalty. These charges are without prejudice to any claims SEAC may make for damages, including any exceptional transport costs borne by SEAC due to delays and production line stoppage.
4.4 SEAC reserves the right to return, at the supplier’s expense, any excess or unordered parts, or parts sent in advance by the supplier without SEAC’s permission.
5. SPARE PARTS GUARANTEE
5.1 When the supplier executes an order, they have a performance obligation (ie an obligation to achieve results). The supplier guarantees SEAC against any liability claims. In addition to legally required guarantees, the supplier grants SEAC a contractual guarantee for a legal period corresponding to the period of the guarantee which SEAC gives to their own customers for SEAC products incorporating the supplier’s products. The supplier acknowledges that they have been informed of these products. For the supplier’s products which are not incorporated in SEAC products (eg tools, machines), the supplier grants a guarantee of at least two (2) years from the date of definitive reception of the products.
The aforementioned guarantees shall also apply to any case where defectiveness engaging the supplier’s liability would require either SEAC or SEAC’s final customer to inspect and replace defective parts in a verification or recall campaign. For all of these guarantees, the supplier agrees to bear all costs relating to product defects (eg disassembly, repatriation, administrative work, labor, production line stoppage, recall campaign, harm to SEAC’s brand image) and compensate SEAC and/or any third party for all of the damages suffered.
5.2 The supplier undertakes to supply the products or spare parts at any time, subject to six (6) weeks’ notice and a simple order by SEAC up to fifteen (15) years after the end of mass production of the product when the supplier’s products are incorporated in SEAC products. For non-incorporated products, the period is ten (10) years after their definitive reception. These time periods may be extended to correspond to the legal period to which SEAC is held for their own customers. To this end; the supply will keep all corresponding tools, plans and manufacturing instructions until the date on which SEAC effectively cancels their order for the spare parts in question.
6.1 The supplier undertakes to have a suitable insurance coverage for their civil liability as supplier of the products, including all financial consequences of any type of damage to SEAC or a third party, resulting from execution of the order and/or the products delivered, regardless of the grounds of their liability.
6.2 When the order and/or contract is concluded, and at each anniversary date, the supplier will provide valid insurance certificates indicating types and amounts of coverage, any deductibles, and the period of coverage. The policy must cover the damages which could be caused during execution of the order or contract, and any damages which might be caused by products delivered to a third party. The policy may in no case be considered as a limitation of the supplier’s liability for the order, especially in the case of subcontracting. The supplier must inform SEAC, without delay, of any change, suspension or cancellation of their insurance policies.
7. NON-TRANSFERABILITY – SUBCONTRACTING
7.1 The supplier may not assign or transfer all or any part of the order, or outsource the work, or have a subcontractor contribute to it, without SEAC4S prior, express, written authorization;
7.2 The supplier assumes sole liability for proper execution of the order, even if part or all of the work is entrusted to a third party with SEAC’s permission.
8. FINANCIAL TERMS, PRICES, BILLING AND CREDIT NOTES
8.1 Unless expressly stipulated on the order, tax-exclusive prices include provision of the product, its packaging, its guarantee, and transfer of any studies and other elements of intellectual property produced by the supplier to execute the order. Where applicable, it includes the cost of the forward supplier warehouse, and transport of the product to the delivery address on the order. Prices are firm and may not be revised without SEAC’s written agreement, which will be in the form of an amendment to the purchase order, a new purchase order, or a new contract. Only these written documents may authorize the establishment of invoices with the initial prices.
8.2 One invoice will be issued in duplicate per delivery and order number. The same applies to any credit notes issued.
8.3 SEAC will return any invoice which does not comply with the stipulations above, and/or which does not comply with legal requirements. SEAC refuses to receive or pay for any product not ordered.
8.4 Invoices must be sent to SEAC no later than the delivery date. Unless otherwise expressly agreed between SEAC and the supplier; the payment period is the maximum authorized by law or by the interprofessional agreements in forces. Otherwise, late payment penalties will be calculated at the minimum rate imposed by law.
9. IP, CONFIDENTIALITY, AND OWNERSHIP OF RAW MATERIALS, PARTS, AND COMPONENTS
9.1 For the supply of products totally or partially involving the use of elements likely to be protected by intellectual property law (eg patented devices, registered industrial model or design),the supplier guarantees SEAC against any infringement claims concerning the products they supply to SEAC. In the event of litigation for infringement of intellectual property rights or for unfair competition, the supplier must immediately substitute for SEAC as the defendant, whether or not the claims are warranted. Furthermore, any costs incurred by SEAC or their customers as a result of said litigation (eg legal fees, payment of damages, obligation to destroy or stop using the infringing products), will be immediately and fully reimbursed by the supplier.
9.2 The supplier must not disclose any specifications, formulas, or drawings; any technical, economic, or financial information; or any manufacturing secrets concerning SEAC orders, the orders themselves, or anything acquired at a SEAC site or the at the site of one of SEAC’s customers. Any information or documents provided to the supplier for the execution of an order, or produced by the supplier to execute a SEAC order, must be returned to SEAC at the end of business relations.
9.3 When an order states that certain raw materials, parts or components belonging to SEAC have been sent to the supplier by SEAC for execution of the order, the supplier undertakes to use them solely for the purpose of the said order. The supplier is also expressly forbidden from pledging such raw materials, parts or components as collateral security. Furthermore, the supplier undertakes not only to safeguard and maintain these items, but also to distinctly identify them so that they could not possibly be confused with the suppliers own goods, and so that in the event of legal proceedings against the supplier, SEAC would be able to exercise their reclamation rights.
10. TOOLING TO MANUFACTURE THE PRODUCTS
10.1 Any studies, plans, or tooling produced by the supplier especially for the execution of a SEAC order (eg molds, shells, pattern plates) remain SEAC property. SEAC reserves the right to transfer such property to a third party, which would not in any way change the obligations stated in the present Article 10. The supplier undertakes to return this property to SEAC on their first demand. Similarly, when the cost of a tool is included in the price of a part, SEAC may, if they so wish, acquire full and entire title to the tool, by paying the balance of its price.
10.2 When tools are intended to be used exclusively for SEAC orders, the supplier is expressly forbidden from using them for a third party. Otherwise, the supplier will incur a penalty charge equal to 50% of the total tax-exclusive value of the order, without prejudice to any other claims for damages.
10.3 The supplier must keep the tooling in good working condition. All maintenance and repair costs, as well as any taxes will be borne by the supplier. When the tooling needs to be renewed, the supplier will inform SEAC in writing in a timely manner. Unless otherwise expressly stated by SEAC, the supplier undertakes to immediately SEAC tooling as SEAC property. No retention of title may be exercised by the supplier on these tools. The supplier must immediately warn SEAC of any damage or threat to the tooling or any other SEAC property kept at the supplier site.
10.4 The supplier must have an insurance policy covering full replacement value of the tooling in the event of direct damage. Coverage must be for the duration of the use of the tooling for SEAC orders. The policy must also cover indirect damages (including interruption of SEAC’s business), which could result from damage to the tooling.
In the event of serious breach by the supplier of their contractual obligations (eg unilateral modification of terms of supply, abusive delivery delays, non-delivery), or in the event that the supplier becomes incapable or is likely to be incapable of executing an order, SEAC reserves the right, without prejudice to their right to claim damages, to rightfully terminate the contract, without notice and without compensation, due to the supplier being solely at fault.
12. APPLICABLE LAW- JURISDICTION
Relations between SEAC and the supplier (particularly any dispute concerning the interpretation of the present Terms, and the execution of product orders) shall be governed by French law, outside of the Vienna Convention. In the event of a dispute, if no amicable settlement can be reached, the matter shall be exclusively brought before the Tribunal de Commerce de Saint-Étienne, including summary procedures.