1 – PRODUCT BOUGHT
The Supplier undertakes to complete the Order in accordance with the contractual documents and professional standards, regulations and standards in force. The Supplier is bound to an obligation of result. In this respect the staff intervening on the product design shall be consequently qualified.
The Supplier defines under its responsibility the means necessary for completing the Order. It is notably up to it to check whether it has all the rights, elements and information needed for the correct completion of the Order. It is reputed to have received all elements and information necessary for completing the Order before the realisation of this. It must furthermore immediately inform the Purchaser of any difficulties or anomalies observed or that may occur when completing the Order.
During completion of the Supplies, the Supplier undertakes to allow the Purchaser or its clients as well as representatives of the Official Authorities to have free access, by means of a notice, in working hours, to its premises and any documents for the purposes of all controls. It shall obtain from its potential subcontractors the same right. For Supply Orders the completing of which is spread out over time, the Supplier undertakes to regularly inform the Purchaser of how this is progressing. The Order may specify the terms of this information.
The Supplier is bound to a disclosure and consulting requirement with regard the Purchaser. Furthermore, the Supplier shall inform the Purchaser immediately and in writing of any situation concerning it that may challenge the correct completion of the Order, notably in the event of bankruptcy proceedings affecting its company (suspension of payments, receivership or official liquidation), of any equivalent solution like the dissolution, total or partial transfer of its business or any modification that may intervene in its organisation having an impact on the correct completion of the Order. If in the framework of the completion of the Order, authorisations (administrative or not) are required, the Supplier must ensure before completing the Order that all authorisations have been obtained and that they are no longer subject to potential appeals, in such a way that the Purchaser is not disturbed. The Supplier is responsible for its external service providers. With this in mind, it is bound to ensure the control and monitoring of the latter.
2- DEADLINES
2.1 The deadlines agreed between the Parties are essential and compliance with them constitutes an essential clause for the Purchaser without which it would not have contracted.
2.2 The Supplier must inform the Purchaser immediately in writing of any foreseeable delay in relation to the agreed time limits and measures taken to remedy this, all additional expenses resulting from this delay, except for a case of force majeure, being borne by the Supplier.
3- NON COMPLIANT PRODUCTS
In the event a Supply does not comply with the contractual documents, the Purchaser shall inform the Supplier of this in order to allow the latter to check this non-conformity as soon as possible.
If the Supplier does not proceed with controlling this non-conformity or does not contest it, the Purchaser reserves the right to choose:
• To accept it after corrective action at the costs of the Supplier, made either by the Supplier itself or by the Purchaser (or a third party appointed by it);
• To refuse it and return it to the Supplier, at the costs, risks and perils of this, in 15 calendar days after the date of notification of the non-conformity by the Purchaser.
The non-compliant Supplies refused by the Purchaser shall be reputed to be undelivered.
The Purchaser reserves the right for the prejudice endured due to the non-conformit y to terminate the Order.
4 – CONSIGNED GOODS
The Consigned Goods are reserved exclusively for the completion of the Purchaser’s Orders and are considered to be ready in accordance with articles 1875 et seq. of the Civil Code. These consigned goods can also belong to the client for the completion of a specific order.
The Consigned Goods remain the property of the Purchaser, the person having consigned them to the Purchaser or the End Client. They must be identified as such and stored in a way to avoid any confusion with the goods of the Supplier or the third party. Any modification or destruction of the Consigned Goods must be the subject of a prior written agreement of the Purchaser. In the event of destruction, a disposal certificate shall be given to the purchaser by the Supplier.
5 – WARRANTY – MAINTENANCE
The Supplier guarantees the products, subject of the Supplies, against any design, manufacturing or operating defect and against any defects of constituent materials and parts. It also guarantees the correct performance of services, subject of the Supplies, in accordance with the contractual documents.
Unless stipulated otherwise in the Order, the duration of the warranty is:
- For new Products:
1000 hours flown and/or 12 months from assembly on the helicopter or 24 months from the delivery date.
- For products in Routine Replacement or repaired or reconditioned:
500 hours flown or 6 months from assembly on the helicopter or 12 months from the delivery date.
** For repaired parts, the warranty is limited solely to the repair made and/or the parts replaced.
6 – CONFIDENTIALITY
All information received from the Purchaser by the Supplier for the needs of completing the Order or to which the Supplier may have access by its presence in the premises of the Purchaser must be considered as strictly confidential, without it necessary for the Purchaser to specify or note its confidential nature (the “Confidential Information”). The Results are considered as Confidential Information of the Purchaser.
The Confidential Information remains the property of the Purchaser, subject to the rights of third parties. The disclosure of Confidential Information by the Purchaser can on no account be interpreted as granting to the Supplier, expressly or implicitly, any right (pursuant to a licence or by any other means) over this Confidential Information.
The Supplier undertakes:
• to only use the Confidential Information for the sole purposes of completing the Order;
• to only communicate the Confidential Information to the sole members of its staff directly concerned by the completion of the Order and only insofar as such a communication is necessary for completing this;
• not to disclose or make accessible, in full or part, Confidential Information to third parties without the prior written agreement of the Purchaser;
• to enforce the duties of confidentiality it is responsible for pursuant to this “Confidentiality” article among its staff and any other person authorised by the Purchaser to access the Confidential Information.
7- CONFORMITY OF THE SUPPLIES TO REGULATIONS AND STANDARDS
In the framework of the completion of the Order, the Supplier guarantees to the Purchaser the conformity of the Supplies to the regulations and standards applicable in the country in which the product or service, subject of the Supplies, is delivered or issued to the Purchaser and in any other country for which the Supplier has been informed that the Supplies would be used. In this respect, the Supplier shall give on delivery or undertakes to give at first request of the Purchaser the certificates required by the regulations and relating to the Supplies.
Wherever the Supplies are provided (in France or overseas) the Supplier also guarantees to the Purchaser that the Supplies shall comply with legislative and regulatory provisions, quality requirements and applicable standards notably health, hygiene, safety, traceability of products and the protection of the environment.
The Supplier undertakes to communicate to the Purchaser at the time of delivery of the Supply the information it has to allow the use of the Supplies in total safety.
The Supplier undertakes to inform the Purchaser of any modification to the legislative provisions.
The Supplier undertakes to put in place a safe documentary and archiving management system in view of ensuring the traceability and longevity of Supplies, as well as to meet the potential requirements of the End Client. In any case, the Supplier shall be responsible for setting up and managing this system and this, in accordance with regulations in force. Furthermore, this system must comply with potential additional requirements featuring in the Specifications given by the Purchaser. During completion of the Supplies, the Supplier undertakes to allow the Purchaser as well as representatives of the Official Authorities to have free access, by means of a notice, in working hours, to its premises and any documents for the purposes of all controls. It shall obtain from its potential subcontractors the same right. If applicable, the Supplier must have the Products of its design and or that it shall have manufactured under licence from a third party established outside of France as well as Services it supplies codified by the competent authorities (NATO system), or if needs be, according to its equivalent in the country of manufacture.
