15/02/2011 Unless expressly stipulated otherwise in the

GENERAL TERMS FOR PURCHASING BY
LA FONTE ARDENNAISE
CGA 01-IND02
Date: 15/02/2011
Unless expressly stipulated otherwise in the purchasing orders,
those orders shall be subject to the following general conditions:
1. Acceptance
In case of reservations, they should be stated by return mail, and
shall not be valid without our written consent.
All clauses or conditions in the supplier’s general sales
conditions that are contrary to our general purchasing conditions
are null and void.
2. Delivery
Unless otherwise stipulated, our orders are to be delivered free of
carriage and packaging charges.
In case of one-time orders:
- The delivery date written on the order is the date by which the
goods must reach our factory.
- Delivery conditions for work and equipment shall be those
called for in the order’s appendix.
In case of open-ended orders including supply schedules :
- The delivery date is the one mentioned in our schedules. The
frequencies for issuing schedules and for deliveries, and the
operations systems (Galia or Odette standards, etc ...) are
specified in our logistics specifications (CDCL) enclosed with the
order.
Each delivery shall be accompanied by two copies of a note
recalling the:
- order’s reference numbers
- name and number of the LFA part
- total quantity delivered
- quantity in each package
- number of packages.
Each package must be designated by a plainly visible label
bearing the same information.
The arrival date of goods shall be legally considered to be the
date on which our goods-receipt department took charge of them.
Deliveries may be refused if ahead of schedule or more goods
are sent than were ordered. Such rejected goods shall be sent
back at the supplier’s expense after written notice from us.
3. Transfer of property and risks
Since merchandise is ordered free of delivery charges, the
transfer of ownership and risks takes place at the moment the
goods are received at our factory.
Concerning means of production, the transfer takes place when
we have definitively accepted the equipment.
No clause reserving ownership can apply without our written
consent.
4. Prices
Prices are firm and under no circumstances subject to
modification unless otherwise stipulated in our orders.
5. Terms of payment
Our payments are made by bill of exchange statement or bank
transfer after three months plus fifteen days from the end of the
month of date invoice in triplicate, provided the goods have been
found to comply with our technical specifications.
The invoice date must match the delivery date of the goods at the
specified place.
The invoice must comply with existing regulations and mention in
particular:
- the order/contract number
- the LFA designation and part number
- the delivered quantity
- the number and date of the delivery note
- the supplier’s VAT code.
Invoices issued after the 25th of the month are recognised from
the following month except invoices for products on consignment
or for pluri-monthly deliveries. Invoices received after the 7th of
the following month will be take in account on the following
month.
Invoices which do not match the corresponding order will be
credited and will be paid only on the latter’s receipt.
In case of late payment due to LFA, provided the supplier has
met its contractual commitments, the rate of any late-payment
interest claimed by the supplier shall in no event exceed 1.5
times the current legal interest rate.
We reserve the right to reject goods and related invoices for
which no order form has been issued by an authorised buyer.
We do not accept any transfer of credit that the supplier holds
regarding our order.
6. Failure to respect time limits/quantities
12. Industrial security - Confidentiality
The supplier shall inform us of any change in manufacturing
process, production site and / or machinery.
In case of delay in supplying our order, or delivery of an
insufficient quantity, or inability to supply meeting specifications,
we reserve the right, after the supplier has failed to reply
positively to our written request to carry our the order properly :
- to cancel our order
- to finish uncompleted work ourselves or have a third party finish
it. The supplier commits to provide us with necessary studies,
tools, materials and goods in course of manufacture, and to bear
the cost of this additional work
- to buy from any other supplier without objections based on
patent rights.
The supplier shall be bound by professional secrecy. He shall
take all measures necessary to prevent disclosure to third parties
of technical and commercial information connected with our
invitation to tenders and orders and visible at our sites.
Furthermore, all the costs that we have undergone due to such
failure to deliver can be charged against the supplier after an
written notice from us.
7. Compliances
The supplier shall be responsible in general for the compliance of
the delivered products with the specifications, plans, standards
and contract conditions relative to the fields of use for those
products.
The supplier certifies that the delivered products are
manufactured under the quality insurance in accordance with the
minimum standard NF / EN 290003-ISO or their equivalents and
therefore is responsible for checking the products and certifying
that they conform to the defined specifications. He must not
modify products without our written consent.
Moreover, the supplier shall inform us of any change in
manufacturing process, production site and / or machinery.
If no characteristics are stipulated in technical specifications or
drawings, the initially accepted sample will be considered as
standard.
Verifications by our services shall in no event reduce the
warranty granted by the supplier under paragraph 8 below.
The supplier grants us the right, whether or not accompanied by
our customer, to verify performance of its obligations in its
workshops and the workshops of its subcontractors.
8. Warranty
The supplier warrants the delivered products, including any
whose manufacture it has fully or partly entrusted to a third party,
against all design, manufacturing and operating defects. This
contractual warranty is complementary to any legal warranties,
notably the legal warranty for hidden defects.
In case of automotive production programs covered by
manufacturer’s warranty charts, our orders shall be accompanied
by the LFA document (warranty of second-tier suppliers).
In the event that a non-conformity is detected on or after
acceptance, the supplier undertakes to ensure, on receipt of our
written request, that such non-conformity is remedied, whether by
the supplier itself or by any competent company instructed to do
so by the supplier, and whether at our plant or at any other
location, notably the customer’s site.
The supplier shall bear all costs inherent in such non conformity
and shall moreover repair all damage to ourselves, our customer
and / or any third parties due to such non-conformity. To this end,
the supplier shall take out necessary insurance.
The supplier undertakes to deliver spare parts for the entire
period of the spare parts program of the car maker concerned,
with the same degree of quality and the same warranties as
required for their mass production. To this end, the supplier
undertakes to keep its manufacturing base in a state which is
compatible with this level.
9. Defect rating for parts suppliers
Every six months, we prepare a supplier defect rating for every
site, as stipulated in our quality specifications. A supplier with a
« D » rating will be disqualified if its quality has not been
remedied within a three month period.
10. Sub contracting
The supplier commits not to sub-contract all or any part of our
order without our written consent to the sub-contractor selected.
11. Advertising
Our orders are confidential. The supplier will not publish any
advertising referring to such orders without our written consent.
Moreover, the supplier undertakes to impose such confidentiality
on its subcontractors.
13. Industrial and patent rights
All elements entrusted by us to the supplier, and the supplier’s
means and production equipment manufactured by the supplier
specifically to fill our orders are the property of our Company, or
these of our Client which forbids their being used for other
purposes than to fill said orders.
The supplier guarantees us against any third party claim
concerning patent rights on the products he delivers to us. He
commits to be the defendant in our place in case of a lawsuit.
14. Manufacturing equipment
The supplier shall fix our ownership plaque on the production
means and specific equipment cited in paragraph 13.
He send a photograph of the tooling’s working part at the sample
delivery.
He shall be fully responsible for maintenance of said equipment
and repair necessitated by any operations mishap, and shall bear
the cost thereof.
He shall be fully responsible financially and technically for said
equipment. Therefore, he must insure himself for its replacement
value and for possible production losses by LFA linked to
incapacity of said means due to circumstances beyond our
control.
He must return said means in perfect operating condition upon
our written request.
The supplier, and his insurer, will not pursue LFA, or their
insurers on any matter concerning utilisation of production
tooling.
Tooling will be returned, following LFA’s written request, in
perfect working order, and accompanied by a fully documented
technical history file.
15. Termination
In the event that the supplier fails to perform one of the terms of
our orders, goes into court-ordered liquidation or reorganisation
or directly or indirectly comes under different majority control, we
reserve the right to cancel such orders if this situation is not
promptly remedied, without indemnity for the supplier and without
prejudice to any damages to which we may be entitled.
16. Validity
In the event that one of the clauses herein is inapplicable, the
other clauses shall remain valid.
17. Regulations
In the event that we have to bear all or part of the financial
consequences of the supplier’s non-compliance with existing
laws and regulations on safety, health and especially
unauthorised labour, the supplier undertakes to pay us the cost
incurred on presentation of our invoice and evidence.
18. Litigations
Our general purchasing conditions are subject to French law and
do not recognise the Vienna convention. Any complaints about
the interpretation and / or the fulfilment of our orders are under
the exclusive jurisdiction of the Commercial Court in SEDAN,
France.
19. Caution
Only the French version of the LFA’s general Purchasing
Conditions is valid. The English translation is to inform suppliers,
but is not the official version.
END