General Terms of Delivery

Foundry






General Terms of Delivery
of the Austrian Association for the Machine-Building and Steel Construction Industry of 01 January 2002

The present General Terms of Delivery have primarily been drafted for legal transactions between companies. If, in exceptional cases, they are used as a basis for legal
transactions with consumers, as defined in § 1, paragraph 1, item 2 of the Consumer Protection Act, Federal Law Gazette No. 49/1979, they shall only apply to the
extent that they do not conflict with the provisions of the first main section of the aforementioned law.

It is mutually agreed that the UN Convention on Contracts for the International Sale of Goods (CISG) of 11 April1980,
Federal Law Gazette No. 1988/96, is expressly excluded.

 
1. Introduction
1.1    Unless the contracting parties have expressly agreed otherwise in writing, the  present General Terms of Delivery shall apply.

1.2    The below provisions on the delivery of goods shall also apply mutatis  mutandis to performances.

1.3    The Terms of Assembly of the Austrian Association for the Machine-Building  and Steel Construction Industry shall additionally apply to assembly projects.

2. Making of a Contract
2.1    A contract shall be deemed to have been made if Seller has sent a written  order confirmation upon receipt of an order and if there is no evidence that  Buyer has opposed it within ten days.

2.2    Seller shall confirm in writing any modifications of and amendments to a contract in order to make these valid. Seller shall be bound by Buyer's conditions of purchase only if Seller has accepted them separately.

2.3    In the event that import and/or export licences or foreign-currency permits or  similar authorizations are required for the performance of a contract, the party  responsible for obtaining such documents shall make every reasonable effort  in order to obtain the necessary licences or permits in due time.

3. Drawings and Documents
3.1    The data on weights, measures, content, prices, performances, or alike, as  contained in catalogues, brochures, circular letters, advertisements, pictures and price lists, etc. shall only be definitive if the cost estimate and/or order  confirmation expressly refers to them.

3.2    Drawings, design drafts, cost estimates and other technical documents, which  may also be part of the cost estimate, as well as samples, catalogues,  brochures, pictures and alike shall always remain the intellectual property of  Seller. Any use, copying, reproduction, dissemination and transfer to third parties, and any publication and presentation thereof may only be effected with the express approval of the owner.

4. Packaging
4.1    Unless other arrangements have been agreed upon
a)    the listed prices are without packaging;
b)    the goods are packaged according to normal trade practice in order to  avoid, under normal transport conditions, any damage to the goods on the way to their agreed destination. The goods are packaged at Buyer's  expense, and the packaging material will only be taken back if so agreed by the parties.

5. Passage of Risk
5.1    Unless otherwise agreed, the goods shall be deemed to have been sold "ex   works" (EXW) (ready for collection).

5.2    Furthermore, the INCOTERMS shall apply in the version valid on the date  when a contract is signed.

6. Period of Delivery
6.1    In the absence of any other agreement, the period of delivery shall begin at the latest of the following dates:
a)    the date of the order confirmation;
b)    the date on which Buyer has complied with all technical, commercial and  financial preconditions for which Buyer is responsible under the contract;
c)    the date on which Seller has received a payment on account that is due prior to the delivery of the goods, and/or a payment guarantee has been issued or otherwise provided.

6.2    Seller shall have the right to make partial or advance deliveries.

6.3    If a delivery is delayed on account of a circumstance on Seller's part that constitutes a reason for relief according to Article 14, a reasonable extension of the period of delivery shall be granted.

6.4    If Seller has caused a delay in delivery, Buyer may either demand the performance of the contract or withdraw from the contract, granting a reasonable respite.

6.5    If the respite according to Article 6.4 is not used, due to Seller's negligence, Buyer may withdraw from the contract by means of a written notice, regarding all undelivered goods. The same shall apply to delivered goods which, however, cannot be used appropriately without the outstanding goods. In this event, Buyer shall have the right to be refunded any payments made for the undelivered goods or for the goods that cannot be used. Moreover, in the event that the delay in delivery is due to a gross negligence on Seller's part, Buyer shall be entitled to a refund of any justified expenses that Buyer has had to incur up to the dissolution of the contract and which cannot be used for any further purpose. Buyer shall return to Seller any delivered goods and the goods that cannot be used.

6.6    If Buyer does not accept the goods supplied under the contract in the contractually agreed place or at the contractually agreed time, and if the delay is not due to any action or omission on Seller's part, Seller may either demand the performance of the contract or withdraw from the contract, granting a respite.
When the goods have been segregated, Seller may store the goods at Buyer's cost and risk. Seller shall also be entitled to claim a refund of any justified expenses that Seller had to incur in connection with performing the contract and that are not covered by the payments received.
 

6.7    Any other claims of Buyer against Seller for Seller's delay than those listed in Article 6 shall be precluded.

7. Acceptance Test
7.1    If Buyer wishes to have an acceptance test made, such a test shall be agreed expressly in writing when entering a contract. Unless otherwise agreed, the acceptance test shall be made at the place of manufacture, or at a place to be indicated by Buyer respectively, during the normal working hours of Seller. In this connection, the general practice of the industry in question shall govern the acceptance test.

Seller shall inform Buyer in due time of the acceptance test so that Buyer may be present during the test, or may be represented by an authorized representative respectively.

If the delivery item proves to be contrary to the contract during the acceptance test, Seller shall remedy any defect immediately and produce the contractual condition of the delivery item. Buyer may ask that the test be repeated only in cases of a major defect.

An acceptance record shall be drawn up following the acceptance test. If the acceptance test has demonstrated that the delivery item has been manufactured according to contract and operates properly, the two contracting parties shall confirm this at any rate. If Buyer or Buyer's authorized representative is not present during the acceptance test, in spite of having been informed thereof in due time by Seller, only Seller shall sign the acceptance record. In any event, Seller shall send Buyer a copy of the acceptance record, the correctness of which Buyer may not contest, not even in those cases where Buyer or Buyer's authorized representative was unable to sign it for lack of attending the test.

Unless otherwise agreed, Seller shall bear the costs for performing the acceptance test. Buyer shall, however, bear any costs incurred by Buyer or Buyer's representative in connection with the acceptance test, such as, for example, travel expenses, per diems or similar expenses.

8. Prices
8.1    Unless otherwise agreed, all prices shall be ex works of Seller, without loading.

8.2    The prices shall be based on the costs at the time of the quotation, unless otherwise agreed. In the event that costs change during the period until delivery, these changes shall be in favor, or at the expense of Seller respectively.

9. Payment
9.1    The payments shall be made in keeping with the agreed conditions of payment. Unless specific conditions of payment have been agreed upon, one third of the price shall be due upon receipt of the order confirmation, one third after half of the delivery period has lapsed, and the rest upon delivery. Irrespective of the foregoing, the value-added tax included in the invoice shall be paid within 30 days after the invoice date, at the latest, in all events.

9.2    Buyer shall not have the right to withhold payments due to warranty claims or any other counter-claims that Seller has not accepted.

9.3    If Seller defaults on one of the agreed payments or any other performance, Seller may either insist on the performance of the contract and
a) postpone compliance with Seller's own obligations until Buyer has paid the arrears in payment or provided any other performance,
b) use a reasonable extension of the period of delivery,
c) call for the payment of the full remaining purchase price,
d) charge interest on arrears, as of the due date, in the amount of 7.5% above the respective base rate of the European Central Bank, unless Buyer can claim a reason for relief under Article 14 (see Directive 2000/35/EC of 29 June 2000 on combating late payment in commercial transactions),
or announce the withdrawal from the contract, granting a reasonable respite.

9.4    In all events, Buyer shall refund to Seller the dunning charges and collection costs which constitute a further damage caused by the delayed performance.

9.5    If Buyer has not made the payment due or provided any other performance within the respite according to 9.3, Seller may withdraw from the contract by means of a written notice. Buyer shall return to Seller, upon Seller's request, any delivered goods and compensate Seller for any reduction in the value of the goods that has occurred, as well as refund to Seller all justified expenses that Seller had to incur in connection with the performance of the contract. Regarding undelivered goods, Seller is entitled to make available to Buyer the completed parts, or the parts with incipient processing respectively, and ask for a pro-rated part of the sales price.

9.6    The contracting parties agree mutually that the rights and obligations covered by the contract shall not be affected by the introduction of the euro. Payment obligations, especially the established values of the money shall be deemed to have been agreed in euro as soon as the euro has become the only acceptable means of payment. In all events, any conversion will be made on the basis of the officially established exchange rates.
It is mutually agreed that the conversion to the euro neither creates a right to terminate, to withrdaw from or to contest the contract, nor a claim for damages or modification of the contract.

10. Reservation of Ownership
10.1    Buyer shall reserve the ownership in the object sold until Buyer has met all financial obligations. Seller is entitled to document Seller's ownership on the outside of the delivery item. Buyer shall comply with the required formal regulations to safeguard the reservation of ownership. In case of an attachment or any other recourse, Buyer shall be obliged to claim Buyer's ownerhip and to inform the latter without delay.

11. Warranty
11.1    Subject to the below provisions, Seller shall undertake to remedy any defect affecting the fitness for use which is due to a deficiency in design, material or workmanship. Seller shall also be responsible for any defects concerning expressly requested properties.

11.2    The above obligation shall only apply to such defects that appear within a period of one year, when working a one-shift operation, as of the passage of risk, or as of the completed assembly, in case of a delivery with assembly  respectively.

11.3    Buyer may claim the present article only if he informs Seller in writing and without delay of any defects that have appeared. The arrangements on  presumption according to § 924 of the Austrian General Civil Law Code are  excluded. Once Seller has been informed of defects in this way, Seller shall - if the defects must be remedied according to the provisions of the present article - at Seller's choice:
a)    rework the defective goods on site;
b)    have the defective goods or the defective parts shipped back for reworking;
c)    replace the defective parts;
d)    replace the defective goods.

11.4    If Seller arranges for the defective goods or parts to be returned to Seller for the purpose of reworking or replacement, Buyer shall bear the costs and the risk of the transport, unless otherwise agreed. The re-shipment of the reworked or replaced goods or parts to Buyer shall be at Seller's costs and risk, unless otherwise agreed.

11.5    The defective goods or parts, which are replaced according to the present article, shall be at Seller's disposal.

11.6    Seller shall only refund any costs for remedying a defect, undertaken by  Buyer himself, if Seller has agreed to this procedure in writing.

11.7    Seller's warranty obligation shall only apply to defects that appear when observing the applicable operating conditions and putting the item to normal use. His obligation shall, in particular, not apply to defects that are due to  inadequate installation on the part of Buyer or Buyer's representative, inadequate maintenance, inadequate repairs or modifications undertaken by other persons than Seller or Seller's representative without the written agreement of Seller, normal wear.

11.8    Seller shall be liable for those parts of the goods that Seller obtained from subcontractors prescribed by Buyer only to the extent of Seller's own warranty claims vis-à-vis the sub-contractor.
If Seller produces items on the basis of Buyer's design data, drawings or models, Seller's liability shall not extend to the accuracy of the design but as to whether the workmanship complies with Buyer's instructions. In such cases, Buyer shall keep Seller harmless and free from any court action, in the event of an infringement of proprietary rights.
When accepting repair jobs or reworking or modifying old as well as third-party goods, or when delivering second-hand goods, Seller shall not accept any warranty.

11.9    As of the beginning of the warranty priod, Seller shall not accept any liability that extends beyond the scope defined in the present article.

12. Liability
12.1    It is expressly agreed that Seller shall not be liable to Buyer for damages in the event of personal injuries, or for damage to goods that are not the subject of a specific contract, as well as for other damage and loss of profit, unless the circumstances of a specific case reveal that Seller acted with gross negligence.
The reversal of the burden of proof according to § 1298 of the Austrian General Civil Law Code is excluded.

12.2    The purchased object provides only that level of safety that may be expected on the basis of the registration provisions, the operating instructions, Seller's rules on the handling of the purchased object - especially with regard to any possible inspections - and other instructions given.

12.3    For cases of Seller's minor negligence, the damages are limited to 5% of the order amount, or EUR 727,000 as a maximum, unless Article 12.1 applies.

12.4    All claims for damages due to defects in deliveries and/or performances must be filed in court within one year after the expiry of the contractually agreed warranty period if Seller does not expressly accept the defect; otherwise all claims become extinct.

13. Consequential Damage
13.1    Subject to any provisions of a different effect in the present Terms, Seller's liability vis-à-vis Buyer shall be precluded for any standstill in production, loss of profit, loss of use, loss of contract or any other economic or indirect consequential damage.

14. Reasons for Relief
14.1    The parties shall be released in part or in toto from the timely performance of the contract if they are prevented by events of force majeure. Events of force majeure shall solely be such events that the parties are unable to foresee and avoid and that are beyond their domain. However, strike and industrial dispute shall be considered to be events of force majeure.

A Buyer affected by an event of force majeure may, however, only claim the existence of force majeure if Buyer informs Seller without delay, at the latest, though, within 5 calendar days, about the onset and anticipated end of an obstruction, by sending by registered mail a statement, confirmed by the respective government authority or chamber of commerce of the delivery country respectively, on the reason, the anticipated effects and the duration of the delay.

In the event of force majeure, the parties shall make every effort to remove, or to mitigate respectively, the difficulties and the anticipated damage, as well as to keep the respectively other party continuously informed thereof; otherwise they shall be liable to pay damages to the respectively other party.

Deadlines or dates that cannot be observed on account of events of force majeure shall be extended by the duration of such events of force majeure, as a maximum, or, if applicable, by a period to be determined by mutual consent.

If a circumstance of force majeure prevails by more than four weeks, Buyer and Seller shall seek a solution for handling the technicalities of its effects by means of negotations. If no solution can be reached by mutual consent, Seller may withdraw from the contract in part or in toto.

15. Data Protection
15.1    Seller shall have the right to store, to communicate, to process and delete person-related data of Buyer in the framework of their business relations.

15.2    The parties shall undertake to keep absolutely confidential vis-à-vis third parties any knowledge obtained in the course of their business relationship.

16. Place of Jurisdiction, Applicable Law, Place of Performance, Language
16.1    The place of jurisdiction for all disputes arising directly or indirectly from a contract shall be the relevant Austrian court with competences for Seller's principal place of business.
Seller may, however, also resort to the court with jurisdiction for Buyer.

16.2    The parties may agree that an arbitral tribunal has jurisdiction.

16.3    Contracts shall be subject to Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980, Federal Law Gazette No. 1988/96.

16.4    Seller's principal place of business shall be the place of performance for deliveries and payments, also in the event that the transfer is agreed to be in a different place.

16.5    In the event of disputes arising from the present certified translation of the contract, the German text shall prevail.

GENERAL CONDITIONS OF CONTRACTING FOR EUROPEAN FOUNDRIES ©
Edition 1999

1. GENERAL REMARKS

(a) These general conditions of contracting were established according to the current customs in the member countries of the COMMITTEE OF ASSOCIATIONS OF EUROPEAN FOUNDRIES.
Each member country therefore recognises their legal value, which is attributed by its own legislation to professional customs. They apply to the client whatever its own nationality.
They define the rights and obligations of the foundry and the client for supply contracts for foundry products in ferrous and non ferrous metals, associated materials as well as settlements/benefits and services which the foundry could be led to give/supply to the client.
They therefore constitute the legal basis of these contracts for all provisions, which do not come under particular written conventions.

b) They block all contrary clauses made in any way by the client, if the foundry has not accepted them in writing.

c) Where a client or group of clients decide to establish firmer relations in an industrial partnership agreement with their sub contracting foundries, the current general conditions for contracting shall serve as a basis, in concurrence with the general conditions of purchase of the clients, for the establishment of the text of general exchange conditions which will put the agreement between the two parties in a concrete form.

2. OFFERS AND ORDERS

a) The invitation to tender or the order of the client must be accompanied by the technical specification which fixes 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.
The invitation to tender, the order and the technical specifications take the form of a written document. This document may be accompanied by a data processing medium, but this medium has no legal value.
 
b) The foundry's offer 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 client makes modifications to the technical specifications or to the type of part, which may be supplied, to him by the foundry.

c) The foundry may only be bound by the conditions of his express acceptance of the firm and definitive order from the client, by letter or all other means of communication which produce a document.

3. INDUSTRIAL PROPERTY AND CONFIDENTIALITY

a)The foundry belongs to the industrial subcontracting field. When the client enlists the foundry's services, he only decides to enlist the services of a foundry specialist and because he considers that the foundry has equipment and abilities suited to its needs.
Unless otherwise agreed, the foundry does not design the pieces that it makes. The contract can however specify that the foundry will carry out all or part of the casting design on the condition that the client, who keeps the control of his product, keeps liability of the design according to the industrial result he is looking for.
As a consequence, each proposal of the foundry, which is agreed by the client, and which is aimed at an improvement of the technical specifications or a modification of the drawing of the part and laid down, notably, by economic requirements or requirements which are specific to the manufacturing process in foundry, never bring about a transfer of responsibility. This applies, notably, in the case of industrial partnership or any relationship, which includes a stage of development. In this case, the contract specifies the field of intervention of each party.

b) The delivery of parts does not transfer to the client any rights of ownership belonging to the foundry on its manufacturing studies, software, any research and patents. As a consequence the client promises to keep the confidentiality of all kind of information, written or not, such as industrial drawings, outlines, technical instructions, that the foundry will bring to his knowledge.
The same applies to studies proposed by the foundry to improve quality or cost price of parts by a modification of the original technical specification. If the client accepts this, he must agree with the foundry conditions of use within the framework of the order.
Just as the price of manufacturing tools designed by the foundry, whether or not they are made by the foundry, does not include intellectual property rights of the foundry on these tools, that is the contribution of the foundry's expertise or patents for their study and development.
The same applies for possible adaptations that the foundry makes on tools provided by the client to ensure that the parts are well made.

c) In no instance may the client use foundry studies for his own purposes, nor divulge them without first having expressly obtained ownership of them.

d) The client guarantees the foundry against all consequences of actions which may/could be taken against him because of the carrying out of the order for parts covered by industrial ownership rights or intellectual property rights such as patents, trademarks or registered designs, or by any private right/law.

e) In the specific case where the foundry is the sole designer and manufacturer of the parts for the client, the client shall draw up a special contract, which is outside the scope of these general conditions.

4. PATTERNS AND TOOLS

a) When they are provided by the client, all manufacturing patterns and tools (patterns, core boxes, templates, strickles/formers, machining equipment or inspection equipment, etc..) must clearly bear obligatory marking, assembly references or usage references and must be supplied free of charge to the site specified by the foundry.
The client is responsible for making sure that the tools match the drawings and specifications perfectly. However, and also if the client requests it, the foundry may check this and may reserve the right to invoice the cost of the operation.
If the foundry deems it to be necessary to modify parts in order for them to be better produced, the costs will be charged to the client, written notice having been given beforehand.
Generally, without previous written agreement from the client, the foundry cannot guarantee the life of these tools.
Moreover, in the case where they are provided by the client with drawings and specifications which do not allow a thorough check of complete agreement between the different elements, the shapes/forms, dimensions and thickness' of the parts finally obtained shall thus be determined wholly or in part by these tools. The responsibility for the end result of this information/tools given, will therefore exclusively be that of the client, to whom the foundry shall send written notice beforehand.
In all cases, if the tools received by the foundry do not conform to the use for which they were reasonably intended, the foundry may require the initially agreed price to be revised. An agreement with the client must be obtained before any parts are made.

b) When the foundry is required by the client to make patterns or tools, the foundry shall make them in agreement with the client, according to the requirements of the foundry's own production techniques.
The cost of making the tools or patterns, as well as the cost of replacing or maintaining them after use, shall be paid independently of the parts supplied.
The foundry may not be held responsible for costs of replacing tools designed to be only used once, in the case of a part being discarded due to the normal manufacturing risks/hazards.
Unless written agreement is obtained beforehand with the foundry concerning an increase of price to cover this risk, the client is held responsible to either provide a new tool or to commission one from the foundry.

c) The tools and the appropriate drawings belong to the foundry when the contract specifies that the client will only pay a contribution towards the tooling cost. The special invoice also specifies this point.
In the opposite case, the tools belong to the client and remain stored at the foundry after the order has been completed. They shall be returned to the client at his or the foundry's request, in the normal wearing and ageing condition in which they are at the moment of their restitution.
However the client cannot come into possession of these tools without having paid all the bills owed to the foundry including those which relate to the studies, patents and know how provided for in article (3 b).
They shall be retained free of charge for three years from the date of the last delivery. 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 client can agree with the foundry a storage extension in principle and associated forms.
If there is no agreement, the foundry may either proceed to destroy them after a deadline of three months which is running from a notice given to the client, or to invoice the storage, or to return the tools carriage due.

d) The foundry may never use the tools referred to in the above paragraphs a, b and c, for a third party, regardless of whether the foundry owns the tools or not, except where previous written authorisation is given by the client.

e) It is the client's responsibility, who remains entirely responsible for prototypes and tools mentioned in the above paragraphs a, b and c which he owns, to ensure himself that they do not deteriorate or are not destroyed at the foundry, renouncing all recourse against the foundry.

5. INSERTS

Inserts provided by the client for insertion into the part by previous incorporation in the mould before casting are from all points of view his sole responsibility and must be faultless. They must be delivered free of charge and carriage free to the foundry and in a sufficient quantity to allow for normal manufacturing hazards.

6. DELIVERY DEADLINES

a) The delivery deadlines run from the date of confirmation of the order by the foundry but at the earliest, from the date when all documents, materials and details for carrying out the order have been supplied by the client, the latter having first fulfilled all conditions which he is obliged to fulfil.

b) The strictness of the delivery deadline agreed must be stated clearly in the contract, together with the type of deadline (deadline for availability, presentation for inspection or acceptance, effective delivery deadline etc.) If no such specification is made, the deadline is taken to be indicative.

c) The contract deadlines may be extended at the request of the foundry for any reason outside of its control where the foundry finds it impossible to fulfil its obligations.

7. DELIVERY AND TRANSFER OF RISKS

a) The delivery of parts is always recognised to be carried out at the foundry, whatever stipulations of the contract on payment of transport costs. This is carried out by direct transfer of the supplies, either to the client, or to the transporter specified in the contract by the client, or if this is not the case, specified by the foundry.
If there are no instructions on the destination or it is impossible to independently dispatch goods from the foundry, delivery shall be deemed to have been carried out when a notice of availability is sent, the parts being stored and invoiced at the client's expense and risk.
Except in the case of a contrary instruction specified in the contract, partial dispatch is permitted, if the foundry wishes.
 
b) The transfer of risks to the client is achieved at the moment when the delivery as described above is completed, notwithstanding retained rights of ownership.
 
8. PRICE

a) Except in the case of a contrary agreement, the contract prices for supplies are per unit, exclusive of tax, from the foundry, the parts being delivered in the condition specified in the contract when, if there are no instructions on this point, they shall be gross from the foundry, trimmed and with deadheads removed.

b) They are, according to the agreement in the contract:
either listed according to the appropriate forms/formulae, taking into account variations in exchange rates for material prices, energy costs, wage costs and other costs associated with the order, which appear between the contract date and the contract delivery date, in the absence of any other applicable dates specified on the contract
or fixed in an agreed period of time.

9. WEIGHT

In the particular case of parts sold by weight, the actual measured weight is the proof weight. The weights stated on the offer and the order are only for purposes of indication.

10. QUANTITIES

From the point of view of quantity, the number of parts indicated on the contract shall be binding, especially for parts which are hand cast. In the case of series production by a machine, a certain tolerance of the number of parts made and delivered is permitted. This must be agreed between the foundry and the client when the contract is negotiated. If no preliminary agreement is made, the general permissible tolerance should be +/  10 % of the number of parts indicated on the contract.

11. PAYMENT TERMS

a)Payments shall be deemed to have been made to the head office of the foundry. The deadlines and method of payment, as well as payment of possible deposits, must be agreed specifically in the contract. In the absence of any agreement, payments are made, without any reduction, within a deadline of 30 days from the date specified on the bill.
Unless otherwise agreed, the cost of producing the tools must be paid within a deadline of 30 days running from the delivery of the prototypes or part types.

b) The non return of bills with acceptance and bank details within 7 days of their being sent, the non-respect of any failure to pay a serious breach of the client's credit, in particular the revelation of any protest or pledge against commercial funds will be followed, if the foundry wishes with all legal powers and without giving notice by:
either the loss of the deadline and as a consequence the immediate obligation to pay the  remainder of sums still due for whatever reason and the suspension of all dispatches.
or the annulment of all the current orders, and retention of deposits on the one hand and retention of the tools and parts on the other hand, until the indemnity owed to the foundry is valued.
 
c) Each sum which is falling due, is automatically yielding interest. The rate of this interest may vary.
The client may not refuse to pay part or all of a sum owed to the foundry because of any claims on his part, especially because of guarantee rights, without the agreement of the foundry.
 
d) In the case of subcontracting, the client, according to the legislation, will request his own client to guarantee the payment of the sums owed to the foundry.

12. PART TYPES, INSPECTION AND ACCEPTANCE

For production/series orders, the client must request the manufacture of part types which are submitted to him by the foundry for acceptance at his pleasure after all necessary inspections and tests. The acceptance must be addressed to the foundry by the client by letter or any other means of communication which results in a document.
In all cases, and even when acceptance does not follow delivery, the type and extent of inspection and required tests, standards and strictness classifications concerned, as well as all types of tolerances must be specified in the drawings and the specification, which must be provided by the client with his request for a quote and confirmed in the contract agreed between the foundry and the client.
In the case of manufacturing composite parts or parts assembled by welding in the foundry, the parties must agree on the definition of each of the composite parts and on the extent of the nature of transition areas.
The principles and types of non-destructive inspection may only be defined in relation to the design of the parts. The client must therefore always state in his request for a quote and in his order, the inspection he requires, which parts of the pieces are required to be inspected and the strictness classifications which apply, to determine in particular the conditions under which guarantee will apply as defined in article 14.
In the case of there being no specification concerning the inspection and tests to be carried out on the parts, the foundry will only carry out a simple visual and dimensional inspection.
The inspection and tests deemed necessary by the client are carried out at his request by the foundry, by himself or by a laboratory or third party organisation. This must be stated in the conclusion of the contract at the latest, as well as the type and extend of the inspection and test.
In the case where acceptance is required, the extent and conditions of the acceptance must be established at the latest in the conclusion of the contract.
The price of inspection and tests is generally distinct from that of the parts but may be incorporated in to the parts price if so agreed by the client and the foundry.
This price takes into account the cost of special work necessary to obtain conditions required for the carrying out of the inspection at a high level, especially in the case of non-destructive testing.
Unless the contract specifies the contrary, acceptance shall be carried out at the foundry, at client's expense, at the latest in the week following the availability for acceptance notice  addressed  to  the  client  by  the  foundry  or  to  the  organisation in charge of the
acceptance. In the case of a shortcoming on the part of the client or the organisation in charge of inspection, the parts shall be stored by the foundry at the client's expense and risk. After a second notice from the foundry has had no effect, after two weeks from the date when it was sent, the material is deemed to be accepted and the foundry has the right to dispatch it and invoice for it.
In each case, these inspections and acceptances are carried out within the appropriate standards, according to the conditions defined by the drawings and the technical specification, as they have been agreed by the client and accepted by the foundry.

13. QUALITY ASSURANCE

The supplies made within the Quality Assurance system require that this condition is specified by the client in his request for a quote and in his order, the foundry shall confirm this in his offer and in his acceptance of the order, without prejudicing the provisions of the previous articles.

14. LIABILITY AND GUARANTEE

a) The foundry is obliged according to the terms of the contract. This signifies that the foundry is only bound to deliver parts which are conformable to the industrial design or technical specifications furnished by the client or conformable to the part types or prototypes that he agreed.
In the case of a dispute by the client concerning the parts delivered, the foundry reserves the right to examine them on site.

b) The foundry's guarantee consists, in agreement with the client, of: 
crediting the client with the value of the parts recognised as not confirming to the drawings and contract technical specifications or to the part types accepted by the foundry,
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.
The parts, which are replaced by the foundry, 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 client. The foundry 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 the foundry beforehand.
The replacement or process of making parts conform, done in agreement between the foundry and the client, may not alter the strictness of the guarantee.
The parts which the client obtains on credit, the replaced parts or the parts to be reworked are to be returned to the foundry, carriage collect, the foundry reserves the right to select the carrier.

c) Under the threat of the loss of the right to guarantee which was previously defined, the client must reject non conformities as soon as they are discovered, and request their immediate replacement or reworking within the maximum period from the delivery date:
of 15 days for apparent non-conformities,
of 6 months for other non-conformities, this period is reduced to 1 month for production/series goods.
When these deadlines expire, no recourse is allowed. All reworking carried out by the client without the agreement of the foundry at the client’s request and at his expense shall entail the loss of guarantee.
 
d) The guarantee does not in any case cover:
Damages to goods and to persons and generally all damages caused by a faulty part during use, if the client has made the error of using the part without first having carried out, or had carried out all the inspections and tests which the design, use and end industrial result sought, necessitate.
Damages to goods and to persons and generally all damages caused by a faulty part during use, when the fault is attributable to the design of the part or of the whole unit in which the part is incorporated, to instructions of all kinds given by the client to the foundry, or to all work or modification carried out on the part after delivery.
costs of operations performed on the parts before their use, notably treatments, machining, inspection which reveals redhibatory defects according to the contract, if these are not due to a serious error on the part of the foundry.
costs of assembly, disassembly and withdrawal from service of these parts by the client.

15. RESERVED RIGHT OF OWNERSHIP

The delivery of parts is carried out under guarantee of the reserved right of ownership, to the extent that the legislation of the country where the parts are at the moment of recourse allows it, and when all necessary conditions for the laws to apply have been fulfilled.
The present clause signifies that the transfer of ownership of the parts will take place after the complete payment of their price.

16. JURISDICTION

The current general conditions of contracting and the contracts that they bring into play are governed by the legislation of the country of origin of the foundry.
The parties must attempt to solve all differences relative to the interpretation and execution of the current general conditions of contracting and the contracts which they affect in an amicable manner.
In the case where this is not possible, and if a contrary convention is not available, a Tribunal or Court of competent jurisdiction which may settle all differences about the contract for supply is the court of the head office of the foundry, whatever the conditions of these contracts and the agreed method of payment, even in the case of a request under guarantee or a plurality of defendants.