1. General

Except otherwise agreed the GCS below applies in case of dispute

1.1 These conditions have been set forth in accordance with the usual practices in force within the European Economic Area.

1.2. They define the rights and obligations of QAPI GROUP and/or any of its affiliates, hereinafter referred to as “QAPI GROUP” and its Customer, concerning any service contract that may be entered into, whether it takes the form of a “purchase contract” or “service contract” for the delivery of specific patterns and tooling hereinafter referred to as the “tooling”, and/or of parts fabricated with said tooling.

1.3. In accordance with article L441-6 of the commercial code, these conditions constitute the basis for sales negotiations and therefore the applicable legal basis except for the provisions for which particular conditions have been made in writing. QAPI GROUP cannot waive to invoke these terms in advance.

1.4. Any and all departure from these general terms shall be subject to QAPI GROUP’s written acceptance which refers explicitly hereto. Unless there is an express agreement to the contrary, a departure from these general terms shall only be valid in respect of the contract or the order for which it has been requested and accepted.

1.5. These conditions are communicated to the Customer which admits having taken knowledge of them before the placing of order. The posting of these terms on QAPI GROUP website constitutes, according to good business practices, a form of communication of the general terms. In any event, the issuance of any firm order which is accepted by QAPI GROUP entails the Customer’s acceptance without reserve of these sales conditions.

1.6. Should QAPI GROUP fail to invoke any of the clauses of the general terms at a given time, this shall not be construed as representing its waiver of entitlement to invoke such clause at a later date.

1.7. The fact that one of the clauses of these general terms may be null and void shall not affect the validity of the other clauses.

1.8. We understand by “paper” to the sense of the present general terms, any established document on support paper, electronic or by fax.

  1. Price offer

2.1. Any request made by the Customer shall be answered by QAPI GROUP by providing a written quote that contains the detailed description of the service, and the applicable particular conditions if any.

2.2. The request of quotation shall be submitted together with the technical specification which set forth the specifications which define the parts to be made in all aspects, as well as the nature and types of control, inspection and tests required, for acceptance.

2.3. The Customer shall inform QAPI GROUP in advance of the existence of any specific regulations applicable to its parts, and of the obligations imposed upon QAPI GROUP that are stemming from them.

2.4. The quote provided by QAPI GROUP remains valid for 3 months, unless otherwise stipulated in the quote.

2.5. QAPI GROUP’s quote may not be claimed as firm, if it is not expressly accompanied by a validity deadline. The same situation also applies in each case where the Customer makes modifications to the technical specifications or to the type of part, which may be supplied, to it by QAPI GROUP. Any modification shall be taken into account by issuing an amendment to the quote, to be accepted by the Customer.

  1. Order

3.1 Orders shall be established in writing. The contract is only formed subject to QAPI GROUP’s express acceptance of the order. The order shall be accepted by any written means. Orders given to QAPI GROUP’s agents or representatives, or taken by the latter shall only be binding upon the latter once it has accepted such in writing.

3.2 The order irrevocably expresses the Customer’s agreement. Consequently, it may not cancel it, unless QAPI GROUP has provided its express agreement beforehand. In this case, the Customer shall compensate QAPI GROUP for all the direct or indirect consequences arising there from and, in particular, for the expenses incurred in respect of specific equipment, study expenses, labor and procurement expenditure. In all cases, on-account payments which have already been made shall be definitively acquired by QAPI GROUP.

3.3. The changes and additions to the order, in particular as regards delivery lead-times, volumes, or the parts themselves, shall be referred to QAPI GROUP for its express agreement, and the latter shall advise the Customer of the conditions and consequences as regards the terms of sale. Any modification of the order asked by the Customer is subordinated to the express and written acceptance of QAPI GROUP, which will take into account the consequences in term of costs and deadlines.

3.4. Open order is defined as an order in which the Customer takes no firm commitment on the quantity of parts or on the schedule of the services or the deliveries and which must be followed by calls of delivery. It is limited in the time by agreed deadline which for lack of opposite agreement will be of one year. The price and the other conditions are defined on the basis of the projected quantities announced by the Customer. In case of non-compliance with the projected quantities, in the advanced schedule, QAPI GROUP can modify these conditions and ask to the Customer for compensation regarding the supplies and the other costs.

  1. Price

4.1. Part prices are established in the offer, in euros, pre-taxes, and ex works” (EXW – according to the effective Incoterm on the date when the contract is executed) and are always exclusive of packaging and carriage, which is always paid by the Customer.

4.2. In the event of the occurrence of an event which is out of its control and which compromises the contract’s balance, and at least twice a year, QAPI GROUP may revise its prices on the basis of terms and conditions which shall be predetermined in the offer (in particular, in the event of changes in the price of raw materials or components, changes in the labor costs, the reform of customs’ law, exchange rate fluctuations, legislative reform).

4.3. All changes made by the Customer to the contract may cause the prices granted to be revised.

4.4. Transport, insurance, customs, handling operations shall be at the Customer’s cost, expense, risk and jeopardy; it shall be the Customer’s responsibility to verify deliveries upon arrival and to take, if need be, action against the carrier or against the forwarding agent or forwarding entity, even if the delivery was carriage-paid. All derogations must refer to the Incoterms in force on the date of the order.

4.5. QAPI GROUP shall supply the Customer with spare parts throughout the period of time agreed upon with the Customer, it being specified that the price of spare parts shall be commonly agreed and will take into account set up costs, raw material and component prices increases resulting from the volume of Parts ordered, as well as the specific conditioning and transportation costs.

  1. Payment terms

5.1. The payment time for parts may not exceed 60 net days as from the emission of the invoice, without discount. In accordance with the Law on the modernization of the economy (LME) No. 2008-776 dated the 4th August 2008 (article L441-6 of the French Commercial Code) the period agreed cannot exceed forty-five days end of month or sixty days from the date on which the invoice is issued. The application of the law does not question the shorter payment times before agreed.

5.2. Unless otherwise expressly agreed upon, the conditions of payment for specific pattern and tooling, are as follows:

a) 30% with the order, 30 days date of the invoice;

b) 30% during performance and, at the latest, at first off tool, 30 days date of the invoice;

c) 30%, upon presentation of the initial sample, 30 days date of the invoice.

d) the balance must be paid upon validation of the initial samples, and at the latest 3 months after the start of series production.

5.3. Unless otherwise agreed, the payment time for development and studies services is as follows: 50% with the order and 50% upon handing over of the results, within 30 days as from the issuance of the invoice.

5.4. Payment is only taken into account following actual receipt of funds.

5.5. QAPI GROUP reserves the right to transfer its debt claim to a third party.

  1. Late payment

6.1. In accordance with the version of article L441-6 of the French Commercial Code, any delay in making a scheduled payment shall, if QAPI GROUP deems fit, result in:

– the application of late-payment interest equal to the European Central Bank’s latest refinancing rate, plus a further ten points.

– the application of a contractual penalty of ten percent (10%) of the total amount remained unpaid despite notice to pay.

– the suspension of all or part of the deliveries or the services.

– the termination of the contract, the immediate payment of the balance of the price and invoices on account, regardless of the supplies to which they correspond and the right to refuse any further orders.

6.2. In compliance with the Directive 2011/7/EU on combating late payment in commercial transaction, any delay in making a scheduled payment, where interest for late payment becomes payable, shall also result in payment by the Customer of, as a minimum, a fixed sum of EUR 40, without the necessity of a reminder and as compensation for the creditor’s own recovery costs. QAPI GROUP shall, in addition to the fixed sum referred to above, be entitled to obtain reasonable compensation from the Customer for any recovery costs exceeding that fixed sum and incurred due to the Customer’s late payment.

  1. Automatic debits

7.1. The Customer hereby formally agrees to refrain from any practices consisting in automatically debiting or automatically invoicing QAPI GROUP for any amounts that have not been expressly acknowledged by QAPI GROUP as payable according to QAPI GROUP’s liabilities.

7.2. Any automatic debit shall be deemed to constitute an unpaid bill giving rise to enforcement of the above provisions concerning late payment and is subject to the penalties under Article L442-6 I 8° of the French Commercial Code.

  1. Delivery terms and lead-times

8.1. Delivery is deemed to have been made once the goods are made available in QAPI GROUP’s premises.

8.2. The risks relating to the parts are transferred to the Customer as from said availability.

8.3. The delivery lead-times begin to run as from the date of final acceptance of the order by QAPI GROUP, subject to the payment of the on-account payment for the specific patterns and tooling orders and for the development or studies orders. Moreover, the start date for such lead-times is conditional, where applicable, upon receipt of all the items required to start performance of the contract (samples, tooling, technical documentation, and any other necessary document).

8.4. The delivery and performance lead-times provided to the Customer are defined on the basis of a schedule drawn-up by the Parties in the specifications.

8.5. In the event of a change to the schedule which is attributable to the Customer, QAPI GROUP shall be entitled to request an additional payment in respect of the resulting changes and reorganization. A new schedule shall be established and the Customer may not claim any penalty from QAPI GROUP in connection with a delay resulting from its own breach.

8.6. If shipment of parts is delayed for any reason outside of QAPI GROUP’s control, QAPI GROUP may, after formal demand remained ineffective during a period of fifteen (15) days have the parts packed and carried out or stocked at the Customer’s expense and risk.

  1. Delays in deliveries

9.1. Delays shall not justify cancellation of the order.

9.2. In the event of a delay in delivery in terms of the lead-times agreed upon by the Parties: should particular agreements provide for penalties, the latter shall under no circumstances exceed 0.3% per week of delay, up to an aggregate maximum of 5% of the order value, for which the delivery has been delayed, with an exemption of three weeks.

9.3. A penalty for delay may only be applied if the Customer proved that the delay is exclusively attributable to QAPI GROUP and that it has caused actual loss. If the Customer failed to advise QAPI GROUP in writing, when the order was placed, and failed to confirm, at the scheduled delivery time, its intention of applying this penalty, the latter may not be applied.

9.4. These penalties represent fixed, discharging damages, and are exclusive of any other form of compensation.

9.5. Payments for studies, parts and/or tooling may not be deferred or modified owing to these penalties.

9.6. QAPI GROUP shall be automatically discharged from any and all commitment relating to delivery lead-rimes should the Customer fail to comply with the terms of payment, or in the event of the occurrence of a case of force majeure as defined below.

  1. Specific patterns and tooling

10.1. When they are provided by the Customer, all tooling must clearly bear obligatory ownership marking and must be supplied free of charge to the site specified by QAPI GROUP.

10.1.1. The Customer is responsible for making sure that the tooling matches the drawings and specifications perfectly. If QAPI GROUP deems it to be necessary to modify parts in order for them to be better produced, the costs will be charged to the Customer, written notice having been given beforehand.

10.1.2. QAPI GROUP will only be in charge of preventive maintenance.

10.2. When QAPI GROUP is required by the Customer to make tooling, QAPI GROUP shall make or have them made. The cost of making the tooling, as well as the cost of replacing or repairing them during the warranty period agreed, shall be paid independently of the parts supplied, in accordance with the terms of article 5.2.

10.3. The tooling and the appropriate drawings belong to QAPI GROUP until full payment of the agreed price is made by the Customer. In this case, the tooling belong remains stored at QAPI GROUP after the order has been completed. They shall be returned to the Client at it’s or QAPI GROUP’s request, in the normal wearing and ageing condition in which they are at the moment of their restitution and subject to the payment of all the amounts agreed with QAPI GROUP in connection with the order.

10.4. However, the Customer cannot come into possession of these tooling without having paid all the invoices owed to QAPI GROUP including those which relate to the raw material and components used for the production, to the studies, patents and know-how.

10.5. Unless otherwise agreed, the tooling shall be retained free of charge for two (2) years from the date of the last delivery, unless otherwise agreed. After this deadline, they shall be put at the Client’s disposal with the reserve of the retention right provided for in the previous paragraph. However, the Customer can agree with QAPI GROUP a storage extension in principle and associated forms. If there is no agreement, QAPI GROUP may either proceed to destroy or sell them after a deadline of three months which is running from a notice given to the Customer, or to invoice the storage, or to return the tooling carriage due.

10.6. QAPI GROUP may never use the tooling referred to in the above paragraphs for a third party, except where previous written authorization is given by the Customer.

10.7 It is the Customer’s responsibility, which remains entirely responsible for the tooling mentioned in the above paragraphs to insure them against any deterioration or destruction at QAPI GROUP’s site, renouncing all recourse against QAPI GROUP.

  1. Reservation of title

11.1. QAPI GROUP shall retain ownership of the developed and/or manufactured parts and tooling as well as of any study or other services provided in the framework of the performance of the contract until actual payment of the whole price (principal amount and incidentals).

11.2. Nevertheless, as from delivery, the Customer shall assume the risks of loss of, or damage to, the parts, and liability for any damage / loss which they may cause.

11.3 If the customer is subject to a judicial reorganization or liquidation, the Supplier reserves the right to claim, as part of the collective procedure, the merchandise sold and remained unpaid. The Customer must inform the Supplier without delay, as soon as he becomes aware of a judicial reorganization or liquidation concerning him.

  1. Intellectual property

12.1. The plans, drawing, samples, studies, offers and any other documents of any nature provided or sent by QAPI GROUP shall always remain its entire property. The Customer hereby recognizes QAPI GROUP’s industrial and intellectual property rights in respect of the latter.

12.2. They shall be returned to it at its first request. They may not be either disclosed or used without its prior written authorization.

12.3. Any and all reproduction or representation, even if such is only partial, using any process whatsoever, of said documents, which is carried-out without QAPI GROUP’s written authorization will establish a fault and besides may establish a counterfeiting or an unfair competition.

12.4. Any transfer of intellectual property rights shall be subject to a separate contract between QAPI GROUP and the Customer.

12.5. Should studies, conducted at the Customer’s request, or on the basis of the documents provided to the latter, not be followed by orders for parts, the expenses which may have been incurred shall be invoiced to it and the documents shall be returned.

  1. Warranty

13.1. QAPI GROUP commits to deliver parts which are et conformable to the industrial design or technical specifications furnished by the Customer and conformable to the part-types or prototypes that it agreed.

13.2. The warranty covers exclusively the manufacturing defects noticed and admitted by QAPI GROUP. This shall constitute the complete and only warranty given by QAPI GROUP, to the exclusion of any other express or tacit guarantee.

13.3. When providing research and development QAPI GROUP is only liable with regard to the means and is in no case liable with respect to the result.

13.4. The warranty will not apply:

– in case of defects in terms of choice of the specifications indicated by the Customers, which means that the Customer shall be the sole responsible of any structural defect or defect of raw material, except in the event that QAPI GROUP was in charge of the design and/or of the choice of the raw material in which case the warrantee shall apply for the defects beforehand noticed and admitted by QAPI GROUP.

– in the event of the use of parts or materials procured from another supplier on the Customer’s.

– where the parts are incorporated by the Customer, or by a third party, into any unit whatsoever, the Customer and third party are solely liable for the resulting adaptation, choice and adequacy. The warranty is, in particular, not granted in the event of a defect in the assembly, adaptation, design, relation and operating of the unit or the parts of the unit thus created.

– in the event of the Customer’s failure to pay; the Customer may not invoke the existence of a warranty so as to either suspend or defer its payments

13.5. Unless otherwise agreed upon, QAPI GROUP undertakes to provide a warranty for its parts for a maximum of 12 months as from the delivery date.

13.6. With respect to the tooling provided by QAPI GROUP for the Customer, the warranty period against design and workmanship flaws shall not exceed one (1) million injections, it being understood that further to this limit, QAPI GROUP will only be in charge of preventive maintenance.

13.7. So as to invoke the warranty, the Customer shall advise QAPI GROUP, in writing and within 48 hours as from their occurrence, at the latest, of the defects which it is attributing to the parts and provide all supporting documents in respect of the reality of such defects.

13.8. If it is established that QAPI GROUP is liable for defective Parts, QAPI GROUP’s guarantee consists, in agreement with the Customer, of: – crediting the Customer with the value of the parts recognized as not confirming to the drawings and contract technical specifications or to the part types accepted by QAPI GROUP,

– or replacing this free of charge,

– or carrying out or having carried out a process of making the parts in question conform to the requirements.

13.9. The parts, which are replaced by QAPI GROUP, shall be the object of a credit note, replaced parts being invoiced at the same price as those parts which they replace. The process of making parts conform is carried out according to the methods agreed or decided by the Customer. QAPI GROUP is responsible for the cost if it carries out the work itself, or must give prior agreement if the Client decides to have the work done for a price which shall be made known to QAPI GROUP beforehand.

13.10. The replacement or process of making parts conform, done in agreement between QAPI GROUP and the Client, may not alter the strictness of the guarantee.

13.11. The parts which the Customer obtains on credit, the replaced parts or the parts to be reworked are to be returned to QAPI GROUP, carriage collect.

13.12. No indemnity may be claimed on any grounds whatsoever, such as for the labor required for dismantling or reassembly work, immobilization or operating expenses, carriage, accommodation and travel expenses, personal injury in connection with quality incidents which may occur.

  1. Audit

With the written authorization of QAPI GROUP’s Management, an audit may be conducted at the manufacturing site concerned, it being specified that this onsite audit shall be done exclusively for part quality purposes.

  1. Force majeure

15.1. QAPI GROUP may not be held liable for its delay or failure to comply with any of its obligations under the contract if such delay or breach is the direct or indirect consequence of an event of force majeure, understood within a wider sense than that allowed by French case law, such as: the occurrence of an Act of God, earthquake, storm, fire, flood, etc. ; armed conflict, war, terrorist attacks, labor unrest, total or partial strike in QAPI GROUP’s or Customer’s company, labor unrest, total or partial strike in QAPI GROUP’s or QAPI GROUP’s sub supplier’s, service providers’ carriers’ companies, or in the postal service and public services, etc ; an imperative injunction from the public authorities (ban on imports, embargo), epidemic, pandemic, concerning QAPI GROUP, its suppliers, the subcontractors or the providers ; operating accidents, broken machinery, explosions, breach committed by QAPI GROUP’s suppliers.

15.2. QAPI GROUP shall inform the Customer, as soon as reasonably possible, and by registered letter with acknowledgment of receipt, of the occurrence of a case of force majeure of which it becomes aware and which, in its opinion, may affect performance of the contract.

  1. Liability

16.1. The liability of QAPI GROUP is strictly limited to the respect, by itself or by its subcontractors, of the contractual specifications expressly agreed. QAPI GROUP will have to realize the part or the service asked by the Customer, in the respect for the rules of the art of its profession.

16.2. The civil liability of QAPI GROUP, causes everything confused with the exception of the physical injury and of the serious offence, is limited, in any event, to an amount equal to the total amount of deliveries of parts and/or tooling made by QAPI GROUP during the three (3) months prior to the date on which the claim is made by the Customer.

16.3. QAPI GROUP is not bound to pay compensation for either the harmful consequences of breaches by the Customer or third parties relating to performance of the contract, nor for the damage / loss arising from the Customer’s use of technical documents, information or data which are either issued or imposed by the latter.

16.4. Under no circumstances shall QAPI GROUP be bound to compensate for direct and/or indirect immaterial damage / loss such as loss of operations, profit, loss of luck, loss of sales, loss of incomes, etc.

16.5. QAPI GROUP shall not be held liable unless the Customer first proves the existence of damage, the existence of a fault on the part of QAPI GROUP and a causal connection between said fault and the damage; in the absence of a judicial decision having force of law, said elements may be proven exclusively by means of a settlement that is negotiated and agreed to in advance, as prescribed by law.

16.6. The Customer hereby waives all recourse and warrants that its insurers and third parties in a contractual relationship with the Customer waive all recourse against QAPI GROUP and the insurers thereof, beyond the limitations and exclusions determined in these general terms.

  1. Termination

17.1. In the event of a serious breach or repeated breaches of its obligations under these general terms by the Customer, and without prejudice to the application of the penalties provided for above for these breaches, QAPI GROUP may unilaterally terminate the Agreement, giving notice of thirty (30) calendar days, without any liability to the Customer.

17.2. Termination for convenience of an order or an agreement, occurring in the framework of an “established business relationship” as defined by the article L442-6-I-5 of the French commercial code shall be subject to a reasonable prior notice which period shall not be less than six (6) months. In the event of a non-established business relationship, as defined by French case law, the above notice period shall not be less than three (3) months, it being agreed that such termination will have to be done in compliance with the terms of the article 17.3.

17.3. If the Customer cancels or terminates all or part of an order, for convenience, it is obliged to compensate QAPI GROUP for all incurred costs and/or costs which have not been incurred in yet but resulting from commitments which cannot be undone at the date of the termination notice (development and tooling pending costs or amortizations, partial reimbursement of unamortized Research and Development’s contributions, repayment of specific investments made for the performance of the order, etc.), without prejudice to compensation which may be claimed by QAPI GROUP for any direct and indirect monetary consequences from harm or damage of any kind to be borne by QAPI GROUP due to the Customer’s decision, in accordance with article 1794 of the French civil code.

  1. Confidentiality

18.1. The Parties reciprocally commit themselves to a general non-disclosure obligation in respect of the elements (documents on any medium whatsoever: reports on discussions, drawings, exchanges of computerized data, commercial information…) which are exchanged within the framework of the preparation and performance of the contract.

18.2. Generally, the Customer hereby acknowledges that all the confidential information whatsoever, relating to QAPI GROUP, is sent to it solely for the purposes of the contract and solely in order to enable it to make its decision.

18.3. Nevertheless, information which is in the public domain when the contract is executed, or which the Customer has already become aware of in a lawful manner, is not subject to the nondisclosure obligation.

  1. Applicable law and jurisdiction

19.1. The law applicable to the contract is French law.

19.2. In the event of a dispute, the Customer undertakes to seek an amicable arrangement with QAPI GROUP, before any legal proceedings.

19.3. In the event that no amicable arrangement is able to be reached, the Courts having jurisdiction over QAPI GROUP’s registered office shall alone have jurisdiction for all claims, whether for principal pleas, third party notices or compulsory joinders of third parties, interim proceedings in order to take urgent measures and even in the event of there being more than one defendant.

19.4. Deliveries, acceptances of dispatching against reimbursement or before delivery and acceptances of payment by QAPI GROUP shall not trigger the novation of or a derogation to this clause conferring jurisdiction.

  1. No solicitation of staff

Unless expressly authorized by QAPI GROUP and confirmed by registered letter with acknowledgment of receipt, the Customer is prohibited from engaging, or from making, in anyway, any employee of QAPI GROUP work, directly or indirectly. This clause will be valid for 24 months from the final delivery of the order, regardless of the function of the employee involved, and even if the solicitation is at the initiative of the employee. Failure to comply with this clause would, de facto, compensate QAPI GROUP by the Customer, up to 20% of the average orders invoiced to the customer by QAPI GROUP in the last 12 months