1 - Scope and generalities
Unless special terms and conditions have been specifically agreed with the supplier, the performance of our contracts/orders for goods is governed by the following general terms and conditions. Any appendices stipulated in our contract/order and/or attached to these general terms and conditions of purchase are supplementary to the latter, and in fact apply in the same terms.
2 – Orders
USN shall only be bound by a written order. Contracts/orders must include a description, a reference, a quantity, a price, a deadline of delivery, a method of payment and, at the very least, a signature from the purchasing department to be valid. Any contract/order is governed, in order of priority, by the specifications and special conditions mentioned therein, and then by our General Terms and Conditions of Purchase. Any clause not expressly accepted by USN is excluded. Any changes to the terms of the contract/order must be confirmed by both parties in an amendment to the contract/order. After four (4) calendar days after the contract/order has been sent, and in the absence of an acknowledgement of receipt or written reservations from the supplier, the contract/order shall be deemed accepted in all its terms and conditions. An acknowledgement of receipt of this contract/order must be sent to us within three (3) calendar days. Any order that has not been the subject of an acknowledgement of receipt shall be deemed to be accepted in all its terms and conditions, without any restriction whatsoever.
3 - Cancellation of orders
USN reserves the right to cancel any contract/order in whole or in part and without compensation in the event that the supplier refuses to fulfil its technical or commercial obligations in accordance with the terms of the contract/order.
4 - Compliance, scraps and audits
The supplier undertakes to carry out quality control of the goods it delivers to USN according to its own procedures and to issue a document of conformity with the goods. Any goods that do not conform to our contract/order may be returned to the supplier who will assume the costs and risks or must be collected by him within one week following our non-conformity report (8D). However, at the supplier's request, USN may destroy such non-conforming material. Any excess quantity may be considered non-conforming, depending on our needs. The issuance of a non-conformity report (8D) implies, at our discretion, either the immediate replacement of the rejected parts, the outright cancellation of the contract/order, or a request for a credit note on the invoice. Any replacement of parts must be accompanied by a new Delivery Note and a new conformity document, which must include our contract/order number. The supplier guarantees the goods delivered against any design, manufacturing or material defect for a period of at least one year from receipt of the parts (or their commissioning). The guarantee covers the replacement of defective parts or materials, the necessary labour and transport costs and compensation for the damage caused. In addition and without limitation of duration, the supplier is liable for damages and losses of all kinds resulting from hidden defects in his goods. At USN's request, the supplier must be able to produce any document attesting to the conformity of the origin, material, treatment and substances of the goods delivered. The supplier undertakes to accept any auditing procedure on the part of USN and to respond to any questionnaire relating to quality that USN may submit to it.
5 - Prices, Invoicing and Payment
Unless otherwise stipulated in the special terms and conditions, the prices shall be deemed to be firm and non-revisable and shall be understood to be for carriage and packaging conditions clearly stated on the contract/order.
USN's terms of payment are agreed between the parties prior to the order.
All deliveries shall be invoiced separately with, in addition to the unit prices and other mandatory information, our contract/order number and the part number of each item. Invoices that do not include this information will be returned to the supplier. Our payments shall be made in accordance with the conditions indicated on the order form/contract.
6 - Deliveries and deadlines
Unless otherwise stipulated, the supplier is obliged to deliver his goods at his expense and risk to the place specified in the order, with all duties and taxes paid by him. The packaging must be appropriate to the means of transport used and to the goods transported in accordance with the standards in force and the rules of the trade. Any deterioration of the goods resulting from unsuitable packaging shall be borne by the supplier. All goods must be accompanied by a Delivery Note and a Document of Conformity containing our contract/order number. The presence of a certificate (material, dimensions, other ...) is imperative if specified on the contract/order form. The contractual delivery dates are binding. The supplier undertakes to notify USN immediately of any event that could lead to a delay in delivery and to make every effort to remedy the situation. USN reserves the right to impose the following sanctions in the event of a serious breach of contract by the supplier, late delivery or improper execution of the contract/order:
ü In the event of late delivery, shipment may be made at the supplier's expense but, at the very least, penalties for delay will be applied, calculated at 2% of the total amount of the contract/order, excluding taxes, per calendar day of delay, up to a maximum of 20%.
ü In the event of imperfect execution of the contract/order, there will be a request either for a price reduction or for the contract/order to be cancelled outright.
7 - Industrial and intellectual property, confidentiality
Any documents and/or plans provided and/or indications (verbal or written) communicated to the supplier are and remain the property of USN and, unless specifically authorized, must not be disclosed under any circumstances. The supplier is prohibited from communicating to anyone without USN's prior written consent any information and any information relating to the supplier's activity and collected during the execution of the contract/order. This clause remains applicable five (5) years after the last receipt. The supplier guarantees USN that the goods supplied do not infringe or violate any existing intellectual and/or industrial property rights of third parties. The supplier undertakes to indemnify and defend USN against all claims, amicable and legal proceedings, including arbitration proceedings, by third parties who claim that the goods supplied to USN infringe one of its industrial and/or intellectual property rights. The supplier undertakes to pay all costs and damages as well as legal and procedural costs. Unless otherwise stipulated, the supplier expressly refrains from delivering parts to third parties based on drawings, models and tools belonging to USN. Any violation of this clause shall constitute grounds for immediate termination of our contractual relationship, without prejudice to damages. The physical transfer of ownership of the goods shall take place upon receipt at our premises, subject to compliance.
8 - Insurance
The supplier holding the contract/order remains liable for all damages of any kind, whether in contract or tort, in particular those resulting from the use of the services of a third party :
- Caused by its fault, that of its staff, its subcontractors, and in general of any person for whom it is responsible,
- It is liable after delivery against the consequences of a defect, whether inherent or hidden, a defect in material, treatment, etc...
The supplier must provide USN with proof that it has taken out insurance from reputable and solvent companies covering its liability for material or immaterial damage, direct or indirect, that may be caused by its supply or service to USN's property or to third parties.
9 - Social responsibility
The supplier undertakes, within the framework of the European REACH regulation (regulation n°1907/2006) to have taken the necessary steps to comply with it when applicable. The supplier shall send USN an update of its declaration each time the Candidate list (SVHC) is updated.
Any material/material/packaging/pallet/etc. declared non-compliant for health and/or environmental reasons and requiring a standardised destruction process will automatically be returned to the supplier.
The supplier undertakes to respect the following fundamental principles
- Human rights
- Labour relations and working conditions
- The environment
- Fairness of practices
- Questions relating to consumers, users, customers
And more generally the national regulations of the country in which the supplier operates.
10 - Obsolescence
The supplier undertakes to inform USN immediately of any risk of obsolescence of its company, its business or its ability to produce the goods corresponding to USN's contract/order.
11 - Applicable law, disputes
These general terms and conditions of purchase and its consequences are exclusively governed by French law.
In the event of a dispute, the Commercial Court of Chartres (28000) France shall have sole jurisdiction, even in the event of an appeal under warranty or in the event of multiple defendants.