The placing of any order implies acceptance, on the part of the purchaser, of these general terms of sale, unless specifically stipulated otherwise in the wording of our order acknowledgments.

It is expressly stipulated that any clauses printed in the margin or in the body of the purchaser’s letters or order forms which contradict these general terms of sale shall not be enforceable upon us unless they have been the subject of a specific written agreement prior to the contract in question.

We shall only be bound by firm offers made on a form bearing our letterhead. Proposals made by our representatives shall only be binding upon us subject to their confirmation by us. Our offers are only valid for the period indicated, or should none be specified, they will be valid for acceptance for six days.

The purchaser commits to purchasing the goods from us upon acceptance by us of an order signed by him. However, where a first installment of the payment is due with the order, the latter shall only become final after receipt of such payment.

Any additional supplies or modifications made during the fulfilment of the order, prices and additional lead-times will be discussed specifically and independently of the initial order placed between us and the purchaser.

No order may be canceled by the purchaser without the prior agreement of compensation.

The designs supplied by the purchaser must be sent to us carriage paid at our address; the cost of their return shall also be payable by the purchaser.

Haldex reserves the right to apply handling charges to orders with a net value of less than €50.00 ex VAT.

Delivery / Transport

Delivery is deemed to take place when the goods are made available in our factories and the risks relating thereto are immediately transferred to the purchaser as a result of their being made available (application of Incoterm CCI 2010 EXW).

It is accepted, by express agreement, that partial deliveries are valid.

The goods travel at the purchaser’s risk, and the latter shall be responsible for the transport, for checking the goods upon arrival, and if necessary for bringing action against the carrier.

If the shipment is delayed for reasons attributable to the purchaser, the goods may be put into storage and handled with our consent, but at the purchaser’s cost and risk, without this being considered as grounds for any change to the terms of payment or warranty.

No complaint concerning the composition of the goods delivered or any non-compliance with the dispatch note will be accepted if it reaches us more than eight days after receipt of the goods by the purchaser.

In the event of a visible defect or the non-conformity of the goods delivered duly confirmed by us, the goods may be replaced free of charge, excluding payment to the purchaser of any compensation or damages. If on the other hand, the claims made by the purchaser are found to be unjustified, we shall be entitled to invoice the latter for all expenses, goods inspection, and transport.

Lead-times

Delivery times stated are purely indicative and shall not be binding upon us. They will be adhered to whenever possible, taking account in particular of any difficulties in procuring raw materials.

Our delivery lead-times refer to the delivery in our factories and, unless otherwise stipulated, run from the date of our order acknowledgment, or the date of the 1st payment if such a payment is due.

Any delay in delivery shall only give rise to compensation or damages if this is expressly stipulated in the wording of our proposals or our final agreement and if a premium for early delivery of the same amount is also stipulated in the contract.

Compensation or damages for late delivery and premiums for early delivery, which are the subject of especially accepted specific agreements, may not exceed a total of 3% of the total invoice value of the goods concerned (exclusive of tax or transport costs).

As is our legal right, we accept no liability for any delay to delivery times and consequently do not accept any penalties for late delivery:

› If the delay is due to force majeure or events such as lock-outs, strikes, epidemics, war, requisition, shortage of raw materials, fuel, energy or labour, fire, floods, frost, prohibition or transport delays, any other cause leading to total or partial layoffs for us or our suppliers, legal changes to working hours, accidents with tools, or finally any cases resulting from unforeseeable circumstances or circumstances beyond our control.

› If the terms of payment agreed between us and the purchaser have not been met by the latter.

› If the information, documents, designs or related items to be provided by the purchaser have not arrived in our factories by the due date.

› If the inspection body appointed by the purchaser causes delays in the manufacturing schedule.

No penalties may be claimed for delivery delays attributable to a subcontractor when the latter has been appointed by the purchaser.

Penalties cannot be invoked to defer or modify the terms of payment.

Price / Terms of payment

The goods shall be supplied at the price in force on the day of the order. Prices are quoted ex works, excluding packaging and insurance and carriage free from a threshold specified in the pricelist. All taxes, fees or other charges payable under French law are the sole responsibility of the purchaser.

Unless stipulated otherwise by us, all our goods shall be paid for within thirty days net from date of invoice, without discount, by the method of payment agreed at the time of the order.

No changes to these general terms of payment may be enforced against us unless accepted by us in writing.

If payment is not made by the dues dates, the amounts concerned shall be subject to interest ipso facto at a rate corresponding to three times the current legal interest rate, and a fixed charge of 40 Euros to cover costs will also be applied.

In the event of late or non-payment by the purchaser of any invoice, we can suspend all manufacturing and deliveries of any open orders, without any liability to pay compensation, and any advance payment made by the purchaser shall be retained by us until the amount of the damages is deter- mined, which will include all manufacturing costs

No claims regarding the quality of goods supplied shall suspend payment if we have not been pro- vided with proof of the defect and unless such proof is accepted by us before the due date. Payment may be suspended for the invoice value only of the parts we have acknowledged as defective.

In the event of partial or total non-payment on the due date, without prejudice to any damages, Haldex may demand, by registered letter with acknowledgment of receipt, the return of the goods within forty-eight hours, at the expense and risk of the purchaser.

In the event of non-payment on the due date, Haldex reserves the right, in addition to the right to claim the goods to cancel the sale if it sees fit, without any formality other than a notice to pay which is not complied with within forty-eight hours. Such cancellation shall affect not only the order in question but also all previous orders, whether they have been delivered or are in the course of being delivered and whether or not their payment is already due. Any advance payment made by the purchaser shall be retained by Haldex by way of lump sum compensation, without prejudice to any other action that Haldex may be able to bring against the purchaser as a result of its non-payment of the price.

Warranty / Liability

Our products are guaranteed for a period of one year in normal conditions of use. This period begins on the date of delivery or the availability of the goods on our premises. In the event of material or manufacturing defects, proof of which must be provided by the purchaser, our obligation shall be limited to the repair or replacement at our expense, in our factories, of the defective parts, or the modification of the part provided, without our having to contribute in any way to the costs of the labour involved in the necessary dismantling and reassembly operations, the transport costs for the new or damaged parts or any other related expenses.

Claims under the warranty shall only be admissible if made in writing, and if the purchaser is up to date with its financial obligations towards us. Defects and damage caused by normal wear and tear, by external accidents, by use not compliant with protective and safety standards or current regulations, by interventions by third parties, by defective maintenance, or by any modification of the product not provided for or specified by Haldex, are not covered by the warranty.

The warranty will lapse immediately and completely if the purchaser has made any modifications or repairs without our agreement or if spare parts other than those supplied by us have been used.

To benefit from the warranty, the purchaser must return the parts to be replaced to us carriage paid for examination.

The repair, modification or replacement of parts under the warranty shall not have the effect of extending the length of the warranty on the part.

We cannot be held liable for any part not delivered by us, in particular for other parts used by the purchaser to be integrated into an assembly. In particular, we may not be held liable when the failure of one of our products is caused by other, adjacent components with which it has been combined by the purchaser. Likewise, we may not be held liable for any damage whatever caused by abnormal conditions of use or by a failure to comply with our instructions and specifications, by defective maintenance, inappropriate storage or normal wear of the products.

Our liability shall be limited, for any damage of any nature whatever, annually to 1% (one per cent) of the annual pre-tax turnover with the purchaser.

Intellectual and industrial property

The purchaser undertakes to defend and indemnify us against any legal challenge and action for infringement of copyright or any other intellectual property rights brought by a third party claiming to be the owner of such rights for any document, design, drawing and more generally for any item supplied to Haldex by the purchaser.

Drawings, diagrams, specifications, technical and commercial bills of materials, requirement documents, test results, catalogs, brochures, instruction leaflets, patents and designs produced by Haldex, or know-how, remain the property of Haldex. Consequently, the purchaser undertakes not to distribute or reproduce them in any way without the prior agreement of Haldex.

Applicable law and jurisdiction

These general terms of sale and the sales they govern are subject to French law.

All disputes arising in connection with the interpretation, execution or termination of these general terms of sale and the sales they govern shall be subject to the jurisdiction of the courts of Strasbourg, even if there is more than one defendant.

Special terms

In the event of any discrepancy between these general terms of sale and the special terms of our offer, it is expressly stipulated that the clauses of the special terms shall prevail over those of the general terms.

Retention of title

The equipment, materials, and supplies sold shall remain our property until complete payment of the price is made by the purchaser. The price shall be understood as the principal amount invoiced plus any expenses and interest.

If the goods are transformed or installed before the price is paid and as long this is in compliance with the nature of the goods and the purchaser’s activity, the product transformed or installed shall remain the property of the seller, even if it changes nature, until payment is made in full.

The purchaser shall refrain from re-selling the goods if it becomes insolvent. If the purchaser goes into receivership or proceedings are begun to put it into liquidation, the purchaser shall have an obligation to inform us and to inform the body responsible for the proceedings of the existence of the retention of title clause concerning the goods and to provide us with a list of the purchasers of which it has handed over, assigned or re-sold the goods subject to this retention of title clause. Open orders will automatically be canceled, and we reserve the right to claim back the goods in stock.

The purchaser must be able to prove to Haldex at any time that the goods sold are insured for their replacement value until they are paid for in full. If sufficient proof cannot be provided, Haldex may, without delay, exercise its right to claim back the goods sold.

If the goods sold have been resold, the purchaser declares as of now that it will assign to Haldex the outstanding payments resulting from such a sale to a sub-purchaser and authorize Haldex to receive the price owed by the sub-purchaser up to the amount of the claim against the purchaser.

The purchaser undertakes to inform Haldex without delay of the precise and complete identity of the sub-purchaser, whom it will inform in turn of Haldex retention of title rights at the latest at the time of signing the contract.

The purchaser is forbidden to take out any security on goods that have been delivered but not paid for, and generally from carrying out any operation liable to prejudice Haldex’s ownership rights.

Generally, all the expenses incurred to claim back the goods or to recover their price shall be borne exclusively by the purchaser.