GENERAL TERMS & GENERAL PURCHASING CONDITIONS

ACCEPTANCE: By accepting this order, the Seller commits to respect the General Terms of Purchase and any special conditions as specified in this order. Any proposal for additional or different terms, or any attempt by Seller to vary in any degree any of the terms of this offer in Seller’s acceptance or acknowledgement is hereby objected to and rejected. No modification to the conditions of this order shall be deemed contractual without the written consent of FAMAT’s qualified representative.

ACKNOWLEDGEMENT: All orders must be acknowledged in the 10 days following receipt of the order. Acknowledgement by e-mail, fax or other agreed upon method is acceptable. After this 10 day period, Buyer (FAMAT) will consider that the Seller is in agreement with all the terms of the order. Seller’s full or partial performance under this order will constitute acceptance of all terms and conditions contained herein.

DELIVERY DATES: The order specifies the terms and destination for delivery. Delivery implies transfer of property and risk to the Buyer. Delivery dates may not be modified without the Buyer’s written agreement. If Seller does not comply with the stated delivery schedule, the Buyer, in addition to any other right which Buyer may have, reserves the right to cancel the order and to refuse to accept any goods.
Unless otherwise agreed in writing, Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet firmed schedules and those planned schedules that are within lead time.

CHANGES: Buyer at any time shall have the right to make changes in the quantities, specifications or delivery schedule. Any such change which has a significant impact shall entitle either Seller or Buyer to an equitable adjustment. However, no additional charge will be allowed unless authorized by Buyer’s written amendment to this order. Information, such as technical direction or guidance provided to Seller by representatives of the Buyer in connection with the Seller’s performance of this order, shall not be construed either as a change within the meaning of this provision or as direction to proceed outside the scope of this order.
If Seller considers that the conduct of any of Buyer’s employees has constituted a change hereunder, Seller shall notify Buyer immediately in writing as to the nature of the change and its effect on Seller’s performance including delivery schedule and the amount to be paid to Seller. In any event, the maximum liability of the Buyer for obsolescence scrappage and/or rework resulting from any change shall be limited to the value of the materials and parts in process at the time of the change, to the extent that such parts are within Seller’s normal manufacturing cycle required to meet the established released schedule.

SHIPMENTS: All shipments must be accompanied by a packing slip indicating the order number and date.
Partial shipments will not be accepted without the Buyer’s written agreement.
No charges for unauthorized transportation will be allowed. Any unauthorized shipment which will result in excess transportation charges must be fully prepaid by Seller. Unless otherwise stipulated on the face of this order, Seller shall bear the risk of loss during transit and shall carry insurance on all material until the time of title transfer.

QUALITY: Seller commits to perform the necessary quality controls in its plant before shipment. However, the Buyer reserves the right to perform detailed inspections of delivered items. Buyer’s failure to inspect and accept or reject goods or services shall neither relieve Seller from responsibility for such goods or services that are not in accordance with the order requirements nor impose liabilities on Buyer therefore. The inspection or test of any item by Buyer shall not relieve Seller from any responsibility regarding defects or other failures to meet order requirements which may be discovered subsequently.

RECEIVING: Final reception is subject to approval by Buyer’s quality control. The Buyer reserves the right to delay such controls. Consequently, the payment of Seller’s invoices does not imply acceptance of material delivered. All non-conforming material returned to the Seller are at its own expense.

BILLING/PAYMENT: Invoices must indicate the number and date of the order, and of the packing slip. If these requirements are not observed, Buyer will return such invoices.
Unless otherwise agreed upon, in accordance with the terms in the Master PO/PA, invoices will be paid within 60 days after receipt of material.

ORDER OF PRECEDENCE: In the event of any inconsistency between these terms and conditions and the terms in the Master PO/PA, the inconsistency will be resolved by giving precedence to the terms in the Master PO/PA.

SET-OFF: Buyer shall be entitled to set off any amount owing from Seller to Buyer or any of Buyer’s affiliated companies against any amount payable under this order.

GUARANTEE: The Seller shall guarantee the Buyer that all parts delivered are free of manufacturing defects. In addition, the Seller shall guarantee the Buyer against any material defects whenever such materials have been procured by the Seller, and against any defects in items not manufactured according to the Buyer’s drawings.
The Seller shall replace or repair, as quickly as possible and at its own expense, any item found to be defective after evaluation by the Seller and the Buyer.
The terms of this clause shall in no way affect the Seller’s obligations regarding legal guarantees for latent defects.

FORCE MAJEURE: The Buyer may delay delivery or acceptance occasioned by causes beyond its control. Such causes shall be limited to fire, or unusually severe weather, government action or failure of government action to act where such action is required and such government action or inaction is not precipitated by the Seller’s action or inaction.

CONFIDENTIALITY: The Seller agrees to keep in strict confidence, and not disclose to any third party, any information concerning its business with FAMAT without the prior written consent of the Buyer. Seller agrees to obtain from any of its suppliers providing goods or services in support of this order the same commitment to keep information regarding work under this order in strict confidence and not to disclose information concerning this order.

SELLER’S INFORMATION: Notwithstanding any document marking to the contrary, any knowledge or information which Seller shall have disclosed or may hereafter disclose to Buyer incident to the placing and filling of this order shall not, unless otherwise specifically agreed upon in a written proprietary information agreement between the parties, be deemed to be confidential or proprietary information and accordingly Buyer shall not be liable for any use or disclosure thereof (other than liability which may result from a claim by Seller for patent infringement by Buyer).

DISPUTES: Any and all disputes, controversies or claims arising under or relating to this contract or the breach, termination or invalidation thereof shall upon written notice, be referred to a senior management representative from each of the parties who will confer in good faith to attempt to resolve the matter. The party sending the first written notice (the « initial notice ») shall (1) set forth in detail all of its claims or issues in dispute and (2) designate its representative. The other party shall have 5 business days to designate its representative and add any other issues or claims for resolution not identified in the initial notice. The representatives shall have 30 days from the date of the initial notice to resolve the issues identified in the notices. If the representatives are unable to resolve the matter, either party may refer the matter to administered mediation, through the COMMERCIAL COURT of Saint Nazaire, France.

RECORD RETENTION: The Seller shall retain records related to work performed under this order and items delivered under this order in accordance with instructions from the Buyer.

BUYER’S PROPERTY:
a.  All tools, tool drawings, materials, drawings, computer software, documents data or information of every description furnished to Seller by Buyer or specifically paid for in whole or in part by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain the personal property of Buyer, and, unless otherwise agreed to in writing by Buyer shall be used by Seller solely to render services or provide products to Buyer. Such property, and whenever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as being the property of FAMAT, and shall be safely stored separate and apart from Seller’s property. Seller shall not substitute any property for Buyer’s property and shall not use such property except in filling Buyer’s orders. Such property while in Seller’s custody or control shall be held at Seller’s risk and shall be insured by Seller for replacement cost with loss payable to Buyer. Such property shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and shall deliver it as directed by Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Seller’s expense.
b.  Buyer hereby grants Seller a license to use the drawings, specifications (including Buyer’s ‘s’ specifications), computer software, and other data (hereinafter collectively referred to as « Data ») furnished or paid for by Buyer hereunder for the sole purpose of performing this order for Buyer. All Data is the property of Buyer and shall not be used, disclosed to others or reproduced for any purpose, including, but not limited to, the design, manufacture or repair of parts or to obtain FAA or other Government approval to do so; provided; however, Seller may provide Data furnished or paid for by Buyer hereunder to Seller’s contractors for the sole purpose of enabling Seller’s contractors to assist Seller in performing this order for Buyer and on condition that Seller’s contractors agree in writing for Buyer’s benefit to the terms of paragraphs titled « Seller’s Information » and « Buyer’s Property » hereof. This license is nonassignable, and this license is terminable with or without cause by Buyer at any time. All Data furnished or paid for by Buyer shall be deemed to be proprietary property to Buyer, whether or not it is marked with any restrictive legend.
c.  If Data is disclosed to Seller by Buyer pursuant to a proprietary information agreement, the provisions of the proprietary information agreement will take precedence over any conflicting provisions of this order unless provided otherwise in the proprietary information agreement.
d.  Buyer shall have the right to audit all pertinent books and records of Seller, and to make reasonable inspections of Seller’s facilities to verify compliance with section b above.
e.  In the event Seller, without Buyer’s prior written consent and authorization, designs or manufactures for sale to any person or entity other than Buyer any hardware that is substantially similar to or can replace a GE or CFMI part, or obtains FAA or other governmental approval for such hardware, the Seller, in any adjudication involving or relating to Buyer’s Data, shall be required to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly any of Buyer’s Data in such design or manufacture or in obtaining FAA or other governmental approval with respect to such hardware.

ASSIGNMENT: Any attempted assignment of this order or any interest therein without written consent of the Buyer shall be void.

WORK ON BUYER’S OR ITS CUSTOMERS’ PREMISES: If Seller’s work under this order involves operations by Seller on the premises of Buyer or one of its customers, Seller shall comply with all of Buyer’s safety and security procedures and shall take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work, and except to the extent that any such injury is due to Buyer’s or its customer’s negligence, as the case may be, shall indemnify Buyer against all losses and costs which may result in any way from any act or omission of the Seller, its agents, employees, or subcontractors, and Seller shall maintain such public liability, property damage and employees liability and compensation insurance as will protect Buyer from said risks and from any claims under any applicable workers’ compensation and occupational disease acts.

PATENT & COPYRIGHT INDEMNITY: Seller shall handle all claims and defend any suit or proceeding brought against Buyer or its customers so far as based on any claim that the manufacture or furnishing of goods and/or services under this order, or the use (without modification or further combination) or sales of such goods constitutes infringement of any patent or copyright, if notified promptly in writing and given information, assistance and such authority as is afforded by applicable laws; and Seller shall indemnify and save Buyer and its customers harmless from and against any expense or liability, including costs, fees and damages, arising out of such claim, suit or proceeding. If an injunction should issue, Seller shall procure for Buyer and its customers the rights to continue using said goods, or modify them in a manner acceptable to Buyer so they become non-infringing, or with the written approval of Buyer, remove said goods and refund the purchase price.

ACCESS TO BUYER’S COMPUTER SYSTEMS: Access to Buyer’s computer systems by Seller’s personnel shall include only those persons identified on Buyer’s systems security statement and who have been issued a systems user id. Such access shall be limited by Buyer to those systems, which in Buyer’s sole discretion, are required for the Seller’s personnel to perform assigned work and shall be valid until such access is revoked or surrendered. Such access shall be surrendered by Seller’s personnel upon Buyer’s request or upon removal or reassignment by Seller.

REMOVALS OR REPLACEMENTS: Seller agrees that, notwithstanding the provisions of any warranties, expressed or otherwise, negotiated with respect to supplies purchased from Seller by Buyer or Buyer’s customer, Seller shall reimburse Buyer for labor and material cost, including overhead and general and administrative (G&A) expense reasonably incurred by Buyer in connection with:

1.  The unscheduled removal and/or replacement of such supplies or components thereof from a higher level assembly due to failure of such supplies to conform to requirements of this order or defective material, workmanship or design; or
2.  Any such removal of said supplies at Seller’s request; or
3.  Any such removal of said supplies required due to any previously required changes to said supplies which Seller has failed to incorporate.

PACKAGING REQUIREMENTS: According to European Union’s new regulations, the use of untreated coniferous for packing skids or boxes is prohibited by European Union requirements. For information about requirements, please consult the Official Journal of the European Communities web site, and the commission decision text of March 12th 2001 (2001/219/CE).