GENERAL TERMS OF PURCHASE (GTP)
Direct Purchases: any purchase by the Purchaser from the Supplier of products or services designed to be installed on board of, or incorporated into or used in connection with an aircraft or a spacecraft.
Indirect Purchases: any purchase by the Purchaser from the Supplier that does not fall within the definition of “Direct Purchases”.
Order: the purchase order issued by the Purchaser to the Supplier, together with all of the contractual documents attached thereto or incorporated therein.
Non-Conformity: any failure of a Product or Service to conform to the requirements of the Order, including the Technical Specifications, the applicable drawings and the applicable regulatory and airworthiness requirements.
The Order is composed of the following documents, listed in decreasing order of priority: 1. all indications and documents referred to in the purchase order issued by the Purchaser to the Supplier, 2. the GTP (including their attachments), 3. the “Technical Specifications” (specific specifications applicable to the Products and/or Services, in particular Purchaser’s requirements in terms of quality and logistics, and statement of work), 4. the data pertaining to the Supplier’s technical and commercial offer, expressly approved by the Purchaser, 5. any other document expressly approved by the Parties. The Supplier’s standard terms of sale (STS) are not accepted by the Purchaser except where expressly approved in specific terms. In the event where the Parties do sign specific terms, these specific terms will prevail over the GTP and the Supplier’s STS.
Acceptance of an Order is made by sending the Purchaser, within five (5) days from the date indicated on the Order, an acknowledgement of receipt signed by the Supplier and bearing its corporate stamp. However, any commencement of execution of the Order by the Supplier, without prior sending of the acknowledgement of receipt to the Purchaser, shall be construed as an unqualified acceptance of the Order by the Supplier. The GTP are provided to the Supplier together with the Order. In the absence of any written reservation by the Supplier as to the content of the GTP before receipt of the acknowledgement of receipt of the Order, the Supplier shall be deemed to have accepted the GTP without reservation. In the absence of any acknowledgement of receipt and of any written refusal of the Order within the above five (5) day period, the Order shall likewise be deemed accepted by the Supplier on the terms set out therein. The Purchaser may, without incurring any liability or owing any compensation, alter or cancel any Order before the receipt of the acknowledgement of receipt of the Order and prior to any commencement of execution of the Order brought to the attention of the Purchaser in writing. The Supplier is bound by a performance obligation as regards the execution of the Order in accordance with the terms thereof, as well as by trade practices. The Supplier expressly acknowledges having received all documents and information necessary to appraise the scope of its covenants under the terms of the Order and to have precisely assessed the constraints of any nature whatsoever. If a difficulty should arise during the course of execution of the Order, the Supplier covenants to immediately inform the Purchaser and to offer the latter a swift and bespoke solution suited to its needs.
The Supplier must disclose to the Purchaser all data and advice necessary to the storage, handling, use and installation of the “Products” (the assets forming the subject matter of the Order) and/or of the “Services” (the services forming the subject matter of the Order) (together the “Supplies”).
Either Party may submit to the other Party a written proposal for modification of the Products, Services or Specifications. Any modification proposed by the Supplier shall include a technical justification and any associated cost and schedule impact. The Purchaser may approve or reject any Supplier’s proposal at its sole discretion, and no modification may be implemented without the Purchaser’s prior written approval.
The Supplier shall implement, design, develop and execute any modification required as a result of a change in the aircraft program, integration, compatibility or performance requirements, or any applicable law, regulation, interpretation, directive or requirement issued by the competent aviation authority. The Supplier shall keep the Purchaser informed of the progress and impact of such modifications and shall bear all costs of obtaining any related regulatory or airworthiness approval where the modification is required by its own default or by a Minor Modification as defined below.
For the modifications referred to in the preceding paragraph, if the Supplier fails to implement the required modification within fifteen (15) days, or within any other period agreed between the Parties, the Purchaser may, upon prior written notice, carry out or have carried out such modification at the Supplier’s expense. In such case, the Supplier shall provide all necessary assistance, including manufacturing drawings, design data, technical documentation and any other information reasonably required by the Purchaser.
Unless otherwise agreed in writing, Minor Modifications, including standard customization, regulatory compliance adjustments and non-structural changes, shall be borne by the Supplier. Major Modifications, meaning modifications affecting the design or dimensioning parameters and having a cost impact exceeding five percent (5%) of the agreed price of the relevant Supplies, shall be borne by the Purchaser, subject to prior quotation, impact assessment and written agreement on scope, price and schedule. No Major Modification shall be implemented without such prior written agreement.
If a modification approved by the Purchaser renders existing inventory obsolete, the Purchaser shall only purchase the inventory manufactured or procured in accordance with the authorized quantities under the applicable firm and flexible periods, Order, forecast or procurement plan. Any excess inventory shall remain at the Supplier’s sole risk and expense, and the Supplier shall provide the corresponding supporting documentation.
The deadlines indicated in the Order are imperative and are an essential component of the Order. In the event of anticipated delays, the Supplier will inform the Purchaser immediately and specify in writing the measures adopted to minimize the consequences of its delay. In the event of failure to adhere to the deadlines indicated in the Order or hereunder, save for reasons exclusively attributable to the Purchaser, the Purchaser will apply liquidated damages from the first day late. The liquidated damages shall be as follows:
– For Indirect Purchases: one percent (1%) of the total price excluding tax of the Order which is late, per calendar day late.
– For Direct Purchases: two percent (2%) of the total price excluding tax of the Order which is late, per calendar day late.
The amount of said liquidated damages may be deducted from one of the payment instalments under the Order which is late or under any other Order. The collection of late performance liquidated damages does not imply any waiver by the Purchaser of its right to terminate the Order. In addition, if the loss sustained by the Purchaser exceeds the amount of the liquidated damages, the Purchaser shall be entitled to claim indemnification to the Supplier for its full loss.
The Products ordered by the Purchaser must be delivered complete and in conformity with the requirements of all contractual documents. All deliveries must enclose a document on Supplier’s headed notepaper, dated, bearing the Order number and restating all indications enabling the identification of the Products delivered. The delivery of the Products by the Supplier will be performed DAP, Incoterms 2020. In addition, the Supplier will be responsible for unloading the Products. The packaging of the Products must be consistent with and suited to the type of Product in question, and to the mode of transport used, so as to guarantee their integrity and safety. If the Supplier does not adhere to the deadline for delivery defined in the Order, the Purchaser will be entitled to request the transportation of the Products via a faster mode of transport, at the sole expense of the Supplier. The Purchaser reserves the right to refuse any and all early delivery of the Supplies. The Supplier will have to assume all consequences of any nature whatsoever, including financial consequences (cost of money), sustained by the Purchaser, and to hold the latter harmless, on account of any early delivery of the Supplies, including in the event of acceptance by the Purchaser of the early delivery. In the event of early delivery of more than seven (7) days prior to the date of delivery, the Purchaser may apply liquidated damages in the amount of zero point five percent (0.5%) of the price for the relevant Products per day in advance, with a minimum of twenty euros (EUR 20) per day, without exceeding twenty percent (20%) of the total price for the relevant Products. The signature by the Purchaser of the delivery note or of the acceptance certificate shall only have the effect of recording delivery of the Supplies, forming the subject matter of the Order, and cannot under any circumstances be considered as releasing the Supplier from its liability, as regards its obligation to deliver to the Purchaser Supplies which conform to the specifications of the Order and to trade practices. The acceptance certificate or the delivery note forms the starting point of the warranty period.
The Supplier shall implement and maintain appropriate measures to ensure the continuity of supply of the Products and/or Services throughout the performance of the Order, including maintaining sufficient production capacity, adequate critical raw material stock and, where applicable, back-up sourcing for critical components within its own supply chain. The Supplier shall notify the Purchaser in writing, without delay, of any event or circumstance reasonably likely to affect its ability to perform the Order, including any material financial difficulty, labour dispute, or loss of a key facility or key sub-tier supplier. In the event of an actual or anticipated failure by the Supplier to supply the Products and/or Services in accordance with the Order, and without prejudice to Article 15 (Termination) of the GTP, the Supplier shall, upon the Purchaser’s request, provide the Purchaser (or a third party designated by the Purchaser) with all technical data, tooling, special test equipment and other reasonable assistance necessary to enable the Purchaser to secure an alternative source of supply, subject to Article 11 (Intellectual Property) of the GTP. Tooling and special test equipment owned or paid for by the Purchaser shall, at the Purchaser’s request, be made available to the Purchaser or its nominee at any time.
The prices expressed are established on a lump-sum, firm and final basis for the term of the Order. Each Order will be invoiced separately, recalling the Order number and the invoice being established in two (2) counterparts. Payment of invoices will be made by bank transfer at the end of the month during which a forty-five (45) calendar day period expired and which had started on the date of issuance of the invoice by the Supplier. No deposit is payable, save prior written consent of the Purchaser. Each invoice will be issued, at the earliest, on the date of delivery of the Products or, for Services, on the date of signature of an unqualified acceptance certificate. The Purchaser may withhold payment of any invoice, in whole or in part, relating to Products or Services which do not conform to the Order, until such non-conformity has been remedied, without this being construed as a late payment by the Purchaser. Any monies unpaid on their due date will give rise to the payment, by the Purchaser, of late payment interests, set at three (3) times the legal interest rate in force, payable as of right and recorded as a matter of course on the debit side of the Purchaser’s account. Any monies owed by the Purchaser, under an Order, can be offset accordingly against any monies that the Supplier is liable for towards the Purchaser in any respect whatsoever, including in the event of non-compliant Supplies. The Supplier warrants for the benefit of the Purchaser and will reimburse the latter for all recovery or direct payment claims initiated by the Supplier’s subcontractors in application of “Law no. 75-1334 of 31 December 1975 on subcontracting”, to the extent where these claims would lead the Purchaser to pay twice the price of all or part of the Supplies.
The Supplier shall maintain, throughout the Duration, the competitiveness of the Products and/or Services in terms of price, quality, performance and delivery.
At least once per year, the Supplier shall provide the Purchaser with a continuous improvement plan outlining actions aimed at improving on-time delivery (OTD), reducing non-conformities, optimizing costs and lead times, and enhancing the cost/performance ratio of the Products. The Parties may agree to implement such actions through an amendment to the Order.
At any time, the Purchaser may request the Supplier to demonstrate the competitiveness of its prices. If more competitive equivalent offers are identified, the Purchaser may request alignment. Failing a satisfactory response within thirty (30) days, the Purchaser may reduce the scope of the Order or terminate it in accordance with Article 15 of the GTP.
The Purchaser may, upon reasonable notice, carry out audits or inspections at the Supplier’s premises and those of its subcontractors. The Supplier shall grant access to all necessary information and facilities. Audit costs shall be borne by the Purchaser, except in case of proven non-conformity, in which case they shall be borne by the Supplier.
Indirect Purchases: the Supplier warrants the Products and Services against any and all defects, whether apparent or not, including design, material or manufacturing defects during the legal warranty period, without any additional price.
Direct Purchases: the Supplier warrants the Products and Services against any and all defects, whether apparent or not, including design, material or manufacturing defects during a period of five (5) years from the date of signature of the acceptance certificate or of the delivery note, without any additional price. During the warranty period, the Supplier covenants to repair or to replace any defective Product and/or to re-perform the Services, at its expense (including the performance of such repair or performance by a third party selected by the Purchaser), within a period of fifteen (15) days from the Purchaser’s request. In the event of defect or Non-Conformity under Article 9 or Article 12, the defective Product will be returned to the Supplier on an EXW basis at the Purchaser’s premises, and delivery by the Supplier of the repaired or replaced Product will be performed DAP at the Purchaser’s premises. The warranty obligation covers the dismantling, replacement and on-site re-assembly, the expenses pertaining to travel, storage, packaging and transportation required for the replacement or repair. The warranty period will restart in its entirety for any Product repaired or replaced, as from its receipt by the Purchaser. Where a Product proves to be defective, the Purchaser is entitled to turn down the entire batch in which the Product was included. In this case, the Supplier covenants to appraise the Supplies in the presence of the Purchaser, and to make a proposal for an alteration, which will be applied to all of the Supplies delivered or to be delivered, and to the related documentation.
In addition, in the event of Non-Conformity of a Product, and without prejudice to the warranties set out in this Article 9 or to any other right or remedy available to the Purchaser under the Order, the GTP or applicable law, the Purchaser may issue a Supplier Quality Notice (“SQN”) and/or request the Supplier to issue a Non-Conformity Form (“NCF”).
In such case, the Purchaser shall be entitled to invoice the Supplier three hundred euros (EUR 300) excluding taxes for the creation of each SQN and one thousand euros (EUR 1,000) excluding taxes for each NCF submitted to the Purchaser, per Non-Conformity.
These administrative charges are due in addition to any repair, replacement, return, transport, inspection or other costs resulting from the Non-Conformity, which shall remain borne by the Supplier in accordance with the applicable provisions of these GTP. The Purchaser may deduct any amount due under this paragraph from any sums owed to the Supplier.
Transfer of the risks pertaining to the Supplies shall operate in accordance with the applicable Incoterm. Notwithstanding the transfer of risks, the Supplier will remain liable for any and all damages that it may cause to the Supplies delivered, within the framework of the performance of any additional services it should be induced to carry out. Transfer of title shall take place upon delivery. As concerns Services, transfer of title operates as and when they are performed. The application of this article shall not adversely affect the possible transfer of intellectual property rights. No title retention clause shall be allowed by the Purchaser. The Supplier covenants that no title retention clause shall be stipulated by its own suppliers for any component incorporated into the Products.
Each of the Parties shall retain exclusive ownership of its proprietary know-how, knowledge as well as all intellectual property rights, acquired or developed prior to the execution of the Order, or independently of the latter. All tools, materials, software, unit sets, plans, technical notes, settings, adaptations, data, drawings, models, prototypes, test cases, without this list being exhaustive, created or developed by the Supplier, for the Purchaser, for the requirements of the Order will be considered as “Deliverables” and all related intellectual property rights will be transferred to the Purchaser as from their creation. The Purchaser may, for any country, freely use, license, operate or assign the Deliverables that it has become the owner of. The rights of the Purchaser over the Deliverables include, in an exclusive and definitive respect, without limitation, all of the rights of exploitation, of utilization, of reproduction, of correction, of adaptation, of distribution to the public and of translation and all marketing approval rights, as well as the right to proceed with any actions in view of the procurement or preservation of the rights thus assigned. The Supplier grants, without limitation, the Purchaser, for the legal duration of the relevant intellectual property rights, a non-exclusive, irrevocable, transferable right to use, free of charge and on a worldwide basis, all the intellectual property rights developed, acquired or controlled by the Supplier prior to the execution of the Order or independently from the latter and which are necessary to the execution of the Order or for the utilization of the Products and Services, as well as the right to proceed with any and all actions in view of the procurement or preservation of the rights thus licensed out. The Supplier warrants that all of the intellectual property rights that it implements for the execution of the Order are free of any and all encumbrances, and that none constitute any infringement of third-party rights. It warrants that it has obtained all rights necessary for their re-use if the latter incorporates third party rights. The Supplier will hold the Purchaser harmless against any and all third-party claims based on a breach of an intellectual property right within the framework of the execution of an Order and during the whole period of validity of these rights. The Supplier covenants to provide the Purchaser with a list of all the title deeds pertaining to intellectual property rights acquired or to be acquired or which were developed prior to entry into force of the Order, that could restrict or affect the rights of the Purchaser listed above. In the event of an action brought against the Purchaser by third parties holding intellectual property rights, the Supplier covenants to intervene in the legal action and to assume the expense of all consequences and financial liabilities that may result from such for the Purchaser.
The Supplier is liable towards the Purchaser for complying with its contractual and legal obligations, including deadlines and terms of the GTP and of the Order. The Supplier shall be liable for all costs, charges, losses and damages incurred by the Purchaser, in connection with any default of the Supplier, including in particular the Purchaser’s losses in connection with non-compliance with the applicable schedule or with non-conformities, monies owed by the Purchaser within the framework of its contract with its client due to a default of the Supplier under the Order or at law and any monies owed to any supplier of the Purchaser due to the disruption of its manufacturing or development activities. Any and all non-conformity must be immediately remedied, at the expense of the Supplier. Any and all breach of this conformity obligation shall give rise to compensation for the entirety of the loss sustained by the Purchaser as well as to termination of the Order for Supplier’s breach.
The Supplier is required to underwrite insurance policies covering all of the liabilities that it may incur for the execution of the Order or in conjunction with the execution of the latter and that the Purchaser, its employees, its subsidiaries, its representatives and/or any third parties should be the victims of, in particular a business liability insurance as well as a civil liability insurance for products post-delivery. The Supplier shall provide the Purchaser with the insurance certificates corresponding to all of the policies underwritten, along with the acceptance of the Order and thereafter upon mere request of the Purchaser.
Both Parties acknowledge that the Products, services and technical data provided by the Supplier may be subject to export control and sanctions regulations (including but not limited to the US ITAR/EAR regulations) and agree not to sell, export, transfer, resell and/or re-export those Products, services and technical data without prior specific license and/or authorization required by relevant regulations.
The Party conducting an export or re-export, as defined in the above-mentioned laws and regulations, shall identify any Product that requires an export license or approval prior to the execution of any Order, and shall provide the other Party with the classification information relative to the said Product. In addition, the exporting Party shall inform the other Party in due time in the event the classification of any Product is changed, so as to enable the other Party to initiate the adequate national procedure for exports of defense related Products and/or dual use items, if applicable.
The Party providing any Products, Services or technical data in connection with the Order shall provide the Export Control Classification Numbers (“ECCNs”) for each of them, using the Purchaser’s export control classification document accessible at the following address: [insert link].
The exporting Party shall be responsible for obtaining the required authorizations and keeping the other Party apprised of the status of obtaining such licenses and authorizations. Each Party shall reasonably cooperate with, and exercise reasonable efforts to support, the Party making the export or re-export in obtaining any necessary licenses or authorizations required to perform its obligations under the relevant Order.
The Parties acknowledge and warrant that they shall conform in all circumstances to Regulation (EU) 2016/679 of 27 April 2016 (General Data Protection Regulation). The Parties are committed to integrity and ethical behavior throughout their respective activities. Each Party covenants to comply with the obligations which are incumbent upon them in matters of the fight against corruption and illegal business practices. The Parties covenant in all circumstances to never make or approve any illegal payment. The Parties must inform each other of any potential or proven conflict of interest. The Supplier covenants to comply with the supplier code of conduct and the anti-corruption policy accessible on LATECOERE’s website: https://www.latecoere.aero/en/the-group/our-ethic/.
The Supplier undertakes to comply with all applicable laws and regulations relating to human rights, health and safety, and environmental protection throughout its own operations and, to the best of its knowledge and using reasonable efforts, throughout its supply chain. The Supplier shall, upon the Purchaser’s request, provide information reasonably necessary to enable the Purchaser to fulfil its own duty of vigilance and sustainability reporting obligations, and shall grant the Purchaser (or an independent third party mandated by the Purchaser) reasonable audit rights in this respect, upon reasonable prior notice. Any serious or repeated breach of this article by the Supplier, not remedied within thirty (30) days of written notice, shall entitle the Purchaser to terminate the Order in accordance with article 15, without prejudice to any other remedy.
The Supplier who is impeded by an event of force majeure within the meaning of article 1218 of the French Code civil has to inform the Purchaser thereof, via registered letter with acknowledgement of receipt, immediately and at the latest within five (5) days from the occurrence of said event and provide it with all documentary evidence. Technical incidents, lack of staff, sick leave, strikes (except national general strikes) or ordinary inclement weather are normal contingencies that will not be considered as cases of force majeure. In addition, events which make the performance of the obligations more expensive shall not be construed as cases of force majeure. If, due to a case of force majeure, the performance of the Supplier’s obligations is delayed by more than thirty (30) days, or is delayed for less if imposed by the clients of the Purchaser, the Purchaser may, without prior notice, terminate partially or in full the Order before its end date, the Purchaser only paying the Supplier for those Supplies fully executed.
The Purchaser may, within a period of thirty (30) days after a formal demand via registered letter with acknowledgement of receipt which has remained ineffective, terminate as of right all or part of the Order without owing any compensation to the Supplier, in one of the following cases: i) the Supplier breaches any one whatsoever of its contractual or legal obligations and does not remedy its default after said formal demand sent by the Purchaser, ii) a default is recorded by the Purchaser, regarding the quality system of the Supplier, iii) the Supplier has not immediately informed the Purchaser of any significant variation in the apportionment of its share capital, iv) the relevant authorities should refuse to issue or should cancel a license or an authorization necessary to the execution of the Order. The Purchaser may then decide to substitute the Supplier or to entrust execution of the Order to a third party, at the expense and risk of the Supplier. The latter will have to make available to the Purchaser or to the third party the materials, equipment and technical documentation that the Purchaser considers necessary to complete the subject matter of the Order.
The Purchaser may, at any time and without fault of the Supplier, terminate all or part of the Order by giving thirty (30) days prior written notice to the Supplier. Such termination rights may be exercised notably in the event of: (i) termination, suspension, postponement or significant reduction of any aircraft, aerospace or customer program to which the Supplies relate;(ii) industrial, organizational, technical or commercial decisions affecting the Purchaser’s requirements.
Upon receipt of such notice, the Supplier shall immediately stop all activities relating to the terminated part of the Order unless otherwise instructed by the Purchaser and shall take all reasonable measures to minimize the costs resulting from such termination.
In the event of termination under this article, the Purchaser shall pay: (a) the price of Supplies validly delivered and accepted before the effective termination date; and (b) the reasonable and documented costs irrevocably incurred by the Supplier for the performance of the Order before receipt of the termination notice and which cannot reasonably be mitigated, reused, sold or otherwise recovered by the Supplier. The total amount payable by the Purchaser under this article shall in no event exceed the total value of the terminated portion of the Order.
The Supplier covenants not to transfer, or assign, or subcontract all or part of the Order to a third party without the prior written consent of the Purchaser, including in the event of merger, demerger or partial contribution of assets. In any event, the Supplier will remain liable for the satisfactory execution of the Order and may not exclude its liability on account of non-performance by one of its subcontractors. The Purchaser reserves the right to transfer, assign or subcontract all or part of the Order, subject to prior written notification served on the Supplier. The Supplier accepts that the assignee will be alone responsible for executing the Order as from such notification, releasing the Purchaser from any and all contractual liability in respect of the obligations arising subsequently to the date of transfer or assignment.
The Supplier covenants, for the whole of the execution period of the Order as well as during a period of five (5) years as from the end of the applicable warranty period, to consider as confidential all of the information or data disclosed by the Purchaser, whatever the form, whether or not such items are identified as confidential (hereinafter referred to as the “Confidential Information”). All of the Confidential Information, conveyed by the Purchaser to the Supplier, shall remain the property of the Purchaser and must be returned to the latter, immediately, at its request. As from term-end or termination of the Order, at the request of the Purchaser, the Supplier must, either destroy such and certify destruction thereof, or return such to the Purchaser along with all copies thereof it may have made. The Supplier must see to it that the Confidential Information (i) is protected and kept strictly confidential and is treated with the same degree of precaution and protection as its own Confidential Information of the same importance, (ii) is disclosed internally only to members of its staff on a need-to-know basis and is only used by the latter for the purpose of executing the Order, (iii) is not disclosed, or likely to be so disclosed, either directly, or indirectly to any third parties, and (iv) is neither copied, nor reproduced, nor duplicated in full or part only, where such copies, reproductions or duplications have not been authorized by the Purchaser and thus, specifically and in writing. If the Supplier, in application of a law or of a judicial or administrative decision, is required to disclose the Confidential Information of the Purchaser, it will have to advise the latter thereof immediately, to enable the latter to be able to lodge an appeal against such decision. If the Purchaser informs the Supplier that any Confidential Information is a trade secret (within the meaning of the French law no. 2018-670 of 30 July 2018), it covenants to consider this information as such and to use all appropriate means to protect such including those suggested by the Purchaser.
The Supplier shall implement and maintain appropriate technical and organizational measures to ensure the confidentiality, integrity, availability and traceability of information processed in connection with the performance of any Order. Such measures shall be proportionate to the nature of the Products and Services provided and aligned with recognized industry practices and applicable legal and regulatory requirements.
The Supplier shall ensure that access to the Purchaser information, systems and data is limited to authorized personnel on a need-to-know basis and shall implement appropriate access control, monitoring and traceability measures.
The Supplier shall promptly notify the Purchaser of any actual or suspected security incident or personal data breach that may affect the Purchaser information, systems, products, services or operations and shall cooperate fully in the investigation, mitigation and remediation of such incident.
The Supplier shall ensure that any subcontractor involved in the performance of any Order is bound by information security and data protection obligations equivalent to those set forth herein and shall remain fully responsible for its subcontractors’ compliance.
Upon reasonable request, the Supplier shall provide evidence of compliance with the obligations set out in this article and shall grant the Purchaser, or any third party appointed by the Purchaser, the right to assess such compliance.
The Supplier shall anticipate, prevent and manage obsolescence risks throughout the entire lifecycle of the Products and shall ensure continuity of supply in accordance with the Order.
The Supplier shall notify the Purchaser in writing as soon as it becomes aware of any actual or potential obsolescence, and at least twelve (12) months in advance where reasonably possible. Such notification shall include a full impact analysis, last-time buy conditions and proposed mitigation plan.
The Supplier shall, at its own cost and without any impact on price, quality or delivery:
(i) secure sufficient stock to cover the Purchaser’s needs; and/or
(ii) propose and qualify a fully equivalent replacement solution; and/or
(iii) implement any necessary redesign.
Any change, including replacement or redesign, shall be subject to the Purchaser’s prior written approval.
All costs related to obsolescence, including redesign, requalification, testing, certification and industrial changes, shall be borne exclusively by the Supplier.
The Supplier shall remain fully liable for any consequences of obsolescence, including supply disruption, delays, non-quality or additional costs incurred by the Purchaser.
French law is exclusively applicable to any dispute relating to the Order, to its interpretation or to its execution. The application of the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna in 1980, is expressly excluded. The Parties shall first endeavour to settle amicably any dispute arising in connection with the Order, within thirty (30) days of written notice given by either Party. Any dispute that has not been settled amicably within that period will be referred to the exclusive jurisdiction of the Tribunal de commerce de Toulouse, regardless of the presence of multiple defendants.