GENERAL CONDITIONS OF PURCHASE

Edition: 2007

The General Conditions of Purchases are systematically sent or handed by the society NOVINTEC in duplicate to every supplier, who has to return them accepted for the shortest delays.

1. ACCEPTANCE OF THE ORDERS :

The Supplier has to necessarily, within 48 hours, as from the date of reception of the order, acknowledge receipt of it. The silence of the Supplier, spent this delay, is worth acceptance of the terms and the conditions of the order. The fact, by the supplier, of executing the command, pulls the formal acceptance of all the clauses mentioned in the present document. All the reserves whatever nature they are, formulated by the supplier, especially in his acknowledgement of receipt of order, will have to be the object of a written acceptance of our part, otherwise these reserves will be considered as invalid.

2. DELIVERIES :

Any deliveries have to be the object of the establishment of a delivery note accompanying the goods.

This delivery note will have to mention the number of the corresponding order.

The delivered goods have to be in accordance with the particular specifications of the command. In particular, the conditions of execution or recipe mentioned in our orders and its appendices must be strictly observed. Any dispensations have to be the object of a demand written for agreement.

3. DELAY :

The delivery periods stipulated with order get for goods made free of any expenses to our factory.

They constitute a substantial element of the order and are imperative. It is up to the Supplier to take any arrangement to respect the delivery periods, as well for Products, that for all the technical, administrative documents.

In case of delay in delivery the Supplier has to warn NOVINTEC of it to justify itself and agree of a “reasonable period”. If the Supplier escapes in this initiative, the NOVINTEC reserves the right:

• To require the sending in express at the expense of the supplier;
• To apply penalties of delay of 1 % of the price of a day calendar late supply of delay, without ceiling, whose payment is payable with the price worn to the invoice.
• To echo on the supplier the penalties that NOVINTEC would see itself applied by his customer because of this failure.

4. PRICE :

Except opposite conditions, the prices mentioned on the order form are firm and not revisable.

5. INSPECTION – CONTROL – ESSAYS :

NOVINTEC saves himself the faculty to control the good execution of the command, during all its duration, and by any means, so much technical point of view as from the point of view of delays.

The inspection of the material in the course of manufacturing can be made at any time by nominees by us, accompanied or not by every nominees by our customer,

NOVINTEC and his customer having so free access during the working hours to the workshops of the supplier and\or his subcontractors. Expenses opened by the supplier for the controls and contractual test are at his expense.. The supplier has the responsibility for verifying and for certifying the correspondence of the supply to the conditions which are applicable to him. . The surveillance possibly exercised by the official services and our service quality control does not exempt the supplier of this responsibility.

Our stamp of discharge affixed on the list during the delivery would not know how to be considered as a definitive acceptance. The check and the validation are made in our factory after delivery.

6. REFUSAL :

Any not correspondence with order and to the documents which it mentions affect the totality of the lot of delivery. The un-corresponding or defective good will be refused and must be taken back with the aid of the supplier in 8 working days following the reception of our notice of refusal. Spent this delay, the return will be carriage forward made, at the risks and the dangers of the supplier.

The refused good will give place to the immediate establishment of credit note and will be replaced only when it is clearly stipulated on our check of return.

This replacement will be the object of a new indicating invoicing N ° of the check of return. In case of rubbish, retouch, or the obligation of picking out the delivered details, we reserve the right, after agreement with the supplier, to ask for a participation on expenses of retouch or sorting.

7. TRANSFER OF PROPERTY :

The transfer of property is completed as from the day by the definitive acceptance by our service quality.

8. INVOICE – PAYMENT :

Invoices and credit notes, triple copies must be sent to us in 5 days following the delivery and at the latest 5 of the next month. Spent this delay, the recording of your invoice will be moved in the next month and will pull an extension of due date.

Any delivery made from 25 is value of the next month.Unless otherwise stipulated, any payments make by draft in 60 days the month end 20 of the next month.

9. INDUSTRIAL PROPERTY :

Plans and drawings, the models and the equipments established for the account or confided by the society NOVINTEC stay its property and can be, without a written authorization, used by the supplier for the other manufacturings, neither copied out, nor reproduced, nor passed on in third partie.

The supplier makes a commitment to keep them confidential and will take any useful and reasonable precautions to avoid them disclosures.

10. JURISDICTION :

The present general conditions and the contract are subjected to the French law, but the Agreement of Vienna of April 11th, 1980 prevails for contracts of international sales of goods.

In case of dispute, the Commercial court from which the place of residence of the buyer stands out is the competent only one.

11. GUARANTEE :

The sold goods are guaranteed against any defect of material, manufacturing, composition or conception during a duration of eighteen ( 18 ) months, unless otherwise stipulated, as from their definitive reception.

The guarantee of the supplier includes, besides the replacement of the failing Products, the compensation of any damages, direct or indirect, material and immaterial in touch with the failure.

12. ASSURANCE :

The Supplier has to sign and maintain current an insurance contract covering his civil liability because of Products.

And he makes a commitment to bring the proof to the society NOVINTEC.

13. RESPECT FOR THE RULE :

The supplied Products owe correspond in all respects in the legal and statutory prescriptions current, notably as regards:

• The law of work: the Supplier notably declares that products delivered to the society NOVINTEC were made with employees used regularly towards the measures of the Employment law current.
• The measures of the International Agreement of United Nations on the rights of the child of November 20th, 1989 which forbid the work of the children of less than 15 years;
• The quality;
• Environment…