General Terms and Conditions of Purchase

2.1 Depending on the product or service ordered, SEAC will use:

2.2

SEAC may modify an order or supply program not yet delivered by sending an amendment to the supplier, which shall be considered accepted if no written objection has been raised within twenty-four (24) business hours.

2.3

The volumes communicated by SEAC in the context of the consultation or appointment of the supplier as well as the forecast volumes communicated periodically are provided for information purposes only and shall not constitute a firm commitment on the part of SEAC, notwithstanding any contrary mention that may appear in a document issued by the supplier.

3.1

The supply of packaging shall be provided in accordance with the SEAC logistics protocol, or failing that, the signed packaging sheet. If the supplier provides the packaging, the packaging shall be under its responsibility and must be adequate and sufficient, recyclable and reusable to ensure good protection of the products against any risk of damage during transport and storage and allow rational and safe handling.

3.2

The products ordered are delivered according to the terms indicated on the order to the delivery location, on the delivery date and in the quantity indicated on the order or supply program.

3.3

The transfer of risks shall take place under the conditions specified by the Incoterm governing the order. Ownership of the product shall be transferred to SEAC at the time of its final receipt. The products may not be subject to any retention of title clause.

3.4

Unless otherwise specified in writing in the logistics protocol signed by the parties, any delivery must be accompanied by a delivery note and the documents required in the order; this note must indicate the SEAC order number, as well as the product reference (SEAC coding and nature of the product in accordance with the order description as well as the nature of the product). The quantities delivered must be expressed in the counting unit shown on the order or supply program. The supplier undertakes to provide, upon request by SEAC and within the timeframes indicated by SEAC, any document or information concerning the origin of the products.

3.5

SEAC's signature of delivery notes does not constitute final receipt of the products, which takes place upon inspection of the products by SEAC. Regarding machines, final receipt shall be made according to the SEAC machine receipt procedure. SEAC may return non-conforming or defective products at the supplier's expense and risk. Said products shall immediately be subject to a credit note. SEAC may require the replacement of defective or non-conforming products under the same billing conditions as the replaced products or have the service performed by a third party at the supplier's expense. All costs related to the non-conformity or defectiveness of the product shall be borne by the supplier, including sorting, disassembly/reassembly and rework operations performed, production stoppages of SEAC or third parties, without prejudice to any damages.

3.6

The products delivered must exactly conform to the initial accepted samples, specifications, calibrations, plans, contracts or other documents provided by SEAC for the execution of orders. The supplier must comply with the SEAC purchasing manual in its latest version, which includes in particular the SEAC quality assurance approach. The products delivered must comply with legal and regulatory texts in force in the European Union as well as in the country(ies) of manufacture, sale and use and must in particular not contain any prohibited material or substance, especially under the REACH Community regulation. Furthermore, suppliers undertake to respect SEAC's principles regarding social responsibility as well as the provisions of labor law (regularly employed employees, no use of children, no forced labor, etc.) when carrying out the supplies or services ordered.

3.7

These conditions constitute confirmation by the supplier of the implementation and compliance with the requirements imposed by IATF16949 certification or, failing that, ISO9001. In addition, the supplier shall immediately inform SEAC of major deadlines related to this certification (planning, renewal, cancellation).

4.1

Unless otherwise agreed in writing by SEAC, the supplier undertakes at its own expense to maintain a permanent safety stock equivalent to 5 days of delivery in premises independent of the supplier and to regularly renew this stock.

4.2

The delivery times shown in the order are mandatory and mean delivered to the delivery location indicated in the order. Similarly, the intermediate and final deadlines for completing the order are mandatory.

4.3

Any delivery made after the set deadline shall, after prior formal notice, give rise to late penalties in favor of SEAC, the amount of which is equal per day of delay to one percent (1%) of the total value excluding tax of the order; a determinable sum shall be invoiced to the supplier for handling the file, without prejudice to any other damages including in particular the cost of exceptional transport borne by SEAC due to these delays and production line stoppages.

4.4

SEAC reserves the right to return carriage forward any order surplus or any product not ordered or shipped without order from SEAC or in advance.

5.1

In the context of order execution, the supplier commits to an obligation of result. The supplier warrants SEAC against any liability action. In addition to legal warranties, the supplier shall grant a contractual warranty of duration equal to that which SEAC will be bound to vis-à-vis its customers for the products in which the products are incorporated and of which the supplier acknowledges being informed. For products that are not incorporated (including tooling, machines, etc.), the supplier shall grant a minimum contractual warranty of two (2) years from the final receipt of the products.

The above-mentioned warranties shall also apply in the event that a defect engaging the supplier's liability requires either SEAC or SEAC's end customer to proceed with the inspection and exchange of defective products through a verification or recall campaign. Under these warranties, the supplier undertakes to bear all costs related to product defectiveness, including handling of disassembly, repatriation, administrative work, labor, production line stoppages, withdrawal campaigns, damage to reputation, etc., and to compensate for the entire loss suffered by SEAC or third parties.

The supplier undertakes to pass on to its own suppliers the requirements applicable to the execution of SEAC orders.

5.2

The supplier undertakes to supply spare parts and/or components at any time, subject to a period of six (6) weeks and upon simple order from SEAC, up to fifteen (15) years after the end of series production of the products in which the supplier's products are incorporated and, concerning non-incorporated products, for ten (10) years from their final receipt; these periods may be extended to reach a duration equal to that which SEAC will be bound to vis-à-vis its customers. For this purpose, the supplier shall keep the tooling, as well as the corresponding plans and manufacturing sequences, until the effective termination date by SEAC of the spare parts order for the product concerned.

6.1

The supplier undertakes to take out a policy guaranteeing its civil liability as supplier of the products and covering all financial consequences of damage of any nature caused to SEAC or third parties, resulting from the execution of the order and/or the products delivered, regardless of the basis of its liability.

6.2

Upon conclusion of the order and/or contract and on each anniversary date, the supplier shall produce certificates currently valid from its insurer, indicating the damages and amounts covered, deductibles and duration of warranties. This insurance must cover damages that could be caused in the context of order or contract execution and those possibly caused by products delivered to third parties. This insurance contract can in no way be considered as any limitation of the liabilities incurred by the supplier under the order, particularly in case of subcontracting. The supplier must inform SEAC without delay of any modification, suspension or termination of its insurance policies.

7.1

The supplier may not assign the order in whole or in part or subcontract its execution or contribute it except pursuant to written and prior authorization from SEAC.

7.2

The supplier alone assumes responsibility for the proper execution of orders, including when its execution has been entrusted in whole or in part to a third party with SEAC's agreement.

8.1

Unless otherwise specified on the order, prices excluding tax include in particular the supply of products, their packaging, product warranty, assignment of studies and other industrial property elements carried out by the supplier in the context of order execution, where applicable the cost of supplier advanced warehouse and transport of the product to the location indicated on the order. They are firm and non-revisable without written agreement from SEAC, which must take the form of an amendment to the purchase order, or a new purchase order or contract, which alone will authorize the issuance of invoices at initial prices.

8.2

An invoice in two copies shall be issued per delivery and per order number. The same shall apply to any credits.

8.3

SEAC will return any invoice not issued according to the above instructions and/or that does not comply with legal provisions. SEAC will refuse to pay for and receive any product not ordered.

8.4

Invoices shall be sent to SEAC no later than the delivery date. Unless otherwise agreed between SEAC and the supplier, the payment period for amounts due is the maximum period authorized by legislation or professional agreements in force. Where applicable, late payment penalties shall be calculated at the minimum rate imposed by legislation.

9.1

For the supply of products involving the use of apparatus patented in whole or in part, or deposited drawings or models, and generally any element susceptible to protection under industrial property law, the supplier warrants SEAC against any claims by potential owners of patents, drawings, models, etc., included in its products. In case of infringement proceedings or unfair competition action, the supplier must immediately substitute itself for SEAC and defend in its place and stead in all proceedings, founded or not, that could be initiated, it being understood that all sums whatsoever that could be disbursed by SEAC or its customers, in particular for costs and fees or for damages awarded following convictions, would be fully and immediately reimbursed by the supplier as well as all damages that could result from the obligation for SEAC to destroy and/or cease using the supplier's products incorporating patents, drawings, models, etc. infringing third party rights.

9.2

The supplier must keep confidential the specifications, formulas, drawings, and technical, economic and financial information, details or manufacturing secrets relating to SEAC orders as well as the orders themselves and any element obtained during a visit to a SEAC site or the site of its customers. All elements communicated to the supplier for and in the context of order execution or carried out by the supplier in the context of order execution must be returned to SEAC at the end of the relationship.

9.3

When an order indicates that certain raw materials, parts and components, property of SEAC, have been sent by it to the supplier for order execution, the supplier undertakes to use them only for the needs of said order. Furthermore, it refrains from pledging or creating a security interest in these raw materials, parts or components and undertakes to ensure not only their safeguarding and maintenance but also their individualization such that no confusion can arise with its own goods and such that in case of opening of collective proceedings against the supplier, SEAC can exercise its right of claim.

9.4

Each Party acknowledges that Personal Data and processing thereof are subject to legal and regulatory provisions for the protection of personal data applicable to the Customer or Supplier, as the case may be, including in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, applicable from 25 May 2018 and all local regulations adopted in application or complement thereof, and each of them undertakes to comply with the GDPR.

Any breach by the Supplier of obligations relating to Personal Data constitutes a breach of its essential obligations, which may in particular result in partial or total termination of the Contract for fault in accordance with the provisions of the "termination" article, without prejudice to the Customer's any other recourse.

10.1

The studies and plans carried out by the supplier as well as tooling specially manufactured for the execution of a SEAC order, including molds, shells and model plates, are the full and entire property of SEAC, which reserves the possibility of assigning them to a third party without this modifying the obligations contained in this article 10. The supplier undertakes to return these elements upon first request from SEAC. Similarly, for Tooling whose price is integrated into the part price, SEAC may, if it wishes, pay the balance of the Tooling price in order to obtain full and entire ownership thereof.

10.2

The Tooling is exclusively used for the needs of SEAC orders, the supplier being prohibited from using it for third parties. Otherwise, the supplier shall incur a penalty the amount of which is equal to 50% of the total value excluding tax of the tooling order, without prejudice to any other damages.

10.3

The Tooling is kept by the supplier in good working condition; maintenance and repair costs and any taxes on this Tooling are borne by the supplier. When the Tooling needs to be renewed, the supplier shall inform SEAC in writing in due time. Unless otherwise indicated by SEAC, the supplier undertakes to immediately identify the Tooling as being SEAC's property. No right of retention may be exercised by the supplier on the Tooling.

The supplier must immediately inform SEAC of any attack or threat on the Tooling or any element deposited with the supplier.

10.4

The supplier must take out an insurance policy covering direct damage at replacement value that could be caused to the Tooling during the period of their use under order execution, as well as indirect losses (including SEAC's loss of operation) that could occur as a consequence of Tooling deterioration.