Terms and conditions of purchase

These General Conditions of Purchase (GCP) set out the terms and conditions for placing and fulfilling orders for supplies intended for CAE AVIATION, its facilities and its subsidiaries.

Article 1 : DEFINITIONS AND CONTRACTUAL DOCUMENTS

CAE AVIATION : CAE AVIATION SARL, a limited liability company whose registered office is located at Aéroport de Luxembourg, L-1110 Luxembourg Registered with the RCS under number: B9368
Order : document papier ou électronique par lequel CAE AVIATION commande la ou les fourniture(s) auprès du Fournisseur.
Contract : sales contract by which the Supplier undertakes to sell supplies to CAE AVIATION.
Supplier : any natural person or legal entity, public or private, acting for purposes within the scope of its commercial, industrial, craft, liberal or agricultural activity, including when it is acting in the name of or on behalf of another professional, and which is the recipient of the Order in respect of the Supplies it delivers.
Supplies : products, raw materials, packaging, software and all other goods and ancillary services ordered by CAE AVIATION from the Supplier covered by the Order.
Confidential Information : all information, in whatever form (written, oral, computerized or other), including but not limited to technical, commercial, methodological and know-how information, that each Party may obtain directly or indirectly from the other Party for the purposes of or in the course of the performance of the Order and its preparation, whether or not such information is marked as confidential, including the existence and content of the Supplies.
Parties : CAE AVIATION and the Supplier.
Location : CAE AVIATION’s premises or the premises of a third-party beneficiary of the supplies mentioned in the Order.
Acknowledgement of receipt : proof of receipt of the Order by the Supplier with notification of the delivery time.

By accepting any order from CAE AVIATION, the Supplier unconditionally accepts these General Terms and Conditions of Purchase. The Supplier waives the right to invoke any document (invoice or other Supplier document) that contradicts any of the clauses of these GTC.

Each Order must be confirmed in writing by the Customer. The Supplier may not under any circumstances invoke a tacit agreement with CAE AVIATION.

Article 2 : ACKNOWLEDGEMENT OF RECEIPT

An Order shall not become final until CAE AVIATION has received an Acknowledgement of Receipt from a Supplier.
The Acknowledgement of Receipt shall be sent by any written means within a maximum of eight (8) working days from the date an Order is dispatched, without any modification or erasure, dated, signed and bearing the Supplier’s commercial stamp.
As long as the Supplier has not acknowledged receipt of the Order, CAE AVIATION is entitled to modify or cancel it. If a Supplier modifies an Order within the aforementioned period, CAE AVIATION shall be informed as soon as possible of any price or schedule changes resulting from the requested modifications. The modified Order may only be accepted under the price and deadline terms previously agreed to by CAE AVIATION.
An Order accepted by a Supplier constitutes a firm and definitive commitment on its part and implies its acceptance of these General Terms and Conditions of Purchase, except where written stipulations have been formally accepted by CAE AVIATION.

Article 3 : PRICES

Unless otherwise agreed, the price of an Order is always stipulated as firm and definitive. In order to be accepted by CAE AVIATION, any packaging instructions or services must be indicated on a Supplier’s Acknowledgement of Receipt. No additional costs, expenses or charges of any kind shall be applied unless agreed upon by both Parties.
Orders shall not entail any automatic advance payment (including deposits or down payments), unless expressly stipulated in the Order or agreed between the Parties.

Article 4 : DELIVERY TERMS

4.1 Deadlines

The delivery date is firm and applies to all Supplies delivered to the delivery location indicated on the Order.
The Supplier shall immediately notify CAE AVIATION in writing of any delay occurring during the fulfilment of the Order, regardless of the reason, specifying its probable duration and its impact on delivery times.
The obligation to deliver the Supplies within the period specified in the Order or, failing that, in the Acknowledgement of Receipt is a performance obligation.
As the deadline is an essential and binding condition of CAE AVIATION’s consent, the Supplier shall be fully liable for any delay in delivery and shall be liable for all direct or indirect consequences thereof, without prejudice to CAE AVIATION’s right to cancel such order, in which case such cancellation shall not be subject to any judicial decision.
CAE AVIATION reserves the right to contract with another supplier for the Supplies concerned if the delivery deadline is exceeded by more than one month. In such case, the additional cost, as well as the expenses incurred by this new purchase, shall be borne by the defaulting Supplier.
In the event of a delay in meeting any of the contractual deadlines specified in the Order, CAE AVIATION shall be entitled to charge penalties equal to 1% (one per cent) per working day of delay of the price excluding VAT of the delayed consignment. Penalties shall be cumulative and non-exempt.
These sums are due without notice of default being required and will be paid in the form of a credit note.

4.2 Packaging

Any specific packaging instructions must be indicated on the Acknowledgement of Receipt for the Order in order to be accepted by CAE AVIATION.
Invoicing for packaging will only be accepted if expressly stipulated in the Order.

4.3 Transport

In the absence of any indication to the contrary in the Order or of any agreement between the parties, shipments shall be made carriage paid to the location designated in the Order form.
The Supplies ordered shall be transported at the Supplier’s expense and under the Supplier’s responsibility (except in unusual circumstances accompanied by a written request to CAE Aviation). The Supplier shall choose its carrier, insure the goods at its own expense, and determine the appropriate and secure packaging and packing to ensure that the quality of the Supplies ordered is not impaired during transport.
The transfer of risks takes place at the time of delivery, i.e. upon unloading of the Supplies at the Supplier’s expense, at the site designated in the Order.
All shipments must be accompanied by a delivery note that specifies the Order number, the shipping method, the destination site, a description of the goods shipped and their weight, as well as the quantity in order units for each supply.

4.4 Reception

Acceptance of delivery by CAE AVIATION shall constitute acceptance of the delivery and the obligation to pay the amounts remaining due to the Supplier. Acceptance shall result in a transfer of ownership.
Acceptance may be with or without qualification.
A quality and quantity check shall then be carried out to verify that the Supplies comply with the Order. This inspection does not release the Supplier from liability for hidden defects and non-conformities.
Any non-conformity may be notified in writing by CAE AVIATION within eight (8) working days from the date of delivery of the Supplies.
The Supplier shall take all necessary steps to resolve the failure or defect described in the non-conformity within eight (8) working days from the date of notification of the non-conformity.
In the event of any minor non-conformity, and subject to notification by CAE AVIATION within eight (8) working days of delivery of the Supplies, CAE AVIATION may choose between remedying any non-conformity, requiring the Supplier to deliver fully compliant Supplies within eight (8) working days of notification by CAE AVIATION, or accepting the Supplies as is, subject to a price reduction proportional to the extent of the imperfections reported.
The Supplier also undertakes to confirm to CAE AVIATION in writing what has been done to correct the failures or defects described in the non-conformity.
Should acceptance of the Supplies be refused on the grounds of one or more instances of conformity, rendering the Supplies wholly or partially unsuitable for their intended purpose, the Supplier shall, at its own expense, remove the rejected Supplies within fifteen (15) working days of notification of the decision to reject them, in accordance with CAE AVIATION business hours.
If CAE AVIATION rejects the Supplies, with justification, within eight (8) working days of the date of delivery of the Supplies, CAE AVIATION may choose:
– To replace the Supplies with compliant Supplies at the Supplier’s expense, risk and peril and without compensation
– To be reimbursed up to the value of the Supplies concerned
– Choose a third party to execute the order at the Supplier’s expense
Failure to deliver the Supplies in accordance with the specifications that gave rise to the rejection of the Supplies may also give rise to the payment of damages as provided for in Article 6 of these GCP.

In addition, CAE AVIATION reserves the right to request from the Supplier a corrective action plan for any non-conformities detected.

Article 5 : INVOICING AND PAYMENT

All invoices issued in paper format shall be issued in duplicate for each Order. CAE AVIATION will also accept dematerialized invoices.
Unless otherwise stipulated, invoices are paid by bank transfer within thirty (30) days of the end of the month on the invoice date.
Should penalties be applied by the Supplier for late payment, these shall not exceed three times the legal interest rate. These penalties shall be considered compensation and shall exclude any other form of damage or loss.

Article 6 : QUALITY ASSURANCE

The Supplier shall be liable for any damage caused by its Supply and/or during the performance of the Order. It shall be solely responsible for its Supply until it is received by CAE AVIATION. The Supplier shall insure any replacement or repair independently of any insurance. The Supplier shall also be liable for any damage resulting from the delay in performance, non-performance or improper performance of the Order.
The Supplier shall hold a general liability policy (operating and products) specifically covering its liability after delivery and its professional civil liability. Its policy will cover all bodily injury, property damage and consequential loss.
The Supplier undertakes, at CAE AVIATION’s request, to provide proof of its insurance cover. It also undertakes, at CAE AVIATION’s request, to provide CAE AVIATION with all information enabling it to identify the origin, place and date of manufacture of Supplies or of the components making up such Supplies, all quality controls carried out and the serial or batch numbers.

Article 7 : RESPONSIBILITIES OF THE SUPPLIER

The Supplier shall be solely responsible for the satisfactory execution of Orders and undertakes to comply fully with the obligations stipulated in the specifications, product specifications or packaging specifications relating to the Order.
The Supplier’s use of subcontractors for all or any part of the Order shall be at its sole risk but shall be subject to written notice to CAE AVIATION’s and to its approval.
Subcontracting by the Supplier shall in no way relieve it of the obligation to comply with its obligations under the Order and, in particular, to ensure compliance with these GCP.
Similarly, it may not modify its manufacturing process and/or production site without the prior agreement of CAE AVIATION.

The Supplier guarantees that the products or packaging delivered are free from any defect or contamination of any kind whatsoever. This in no way excludes liability for hidden defects, which remain the responsibility of the Supplier (Articles 1641 et seq. of the French Civil Code). The Supplier undertakes to comply with the legal and regulatory obligations in force concerning the packaging and labelling of the materials or packaging delivered under the Order. It shall inform CAE AVIATION of the special storage conditions required for their proper preservation. It undertakes to supply products and packaging that comply with regulations, in particular the European ROHS Directive (No. 2002/95/EC) and the European REACH Regulation (No. 1907/2006).

Article 8 : WARRANTY

The Supplier guarantees that the Supplies comply with the description, specifications or samples stipulated in the contractual documents before acceptance and for a period of two (2) years from acceptance of the Supplies.

The conformity of the Supplies delivered also covers the quantities requested, as well as compliance with the origin of the products set out in the specifications and/or the Order, which may therefore be subject to qualifications and entail the application of the above provisions.

Notwithstanding any special terms specified in the Order, the Supplier undertakes, as part of the warranty it grants on its Supplies and in the event of failure or defect in such Supplies, to replace them or make them fit for the purpose for which they are intended at no cost to CAE AVIATION, subject to the latter’s prior written consent. The Supplier undertakes to confirm to CAE AVIATION by means of a written report what has been done to correct the failures or defects.
Failing replacement or repair within fifteen (15) working days of CAE AVIATION’s request, CAE AVIATION may replace the Supplier by having all necessary operations carried out by a third party of its choice. In all cases, the Supplier shall bear all the costs of replacement or repair and in particular the costs of travel, labour, removal and transport. CAE AVIATION reserves the right to cancel or reduce the order in the event that the Supplier or subcontractor refuses or is unable to fulfil its technical or commercial obligations in accordance with the terms of the said order.

Article 9 : Force Majeure

The Parties shall not be held liable or in breach of their contractual obligations where the failure to perform their respective obligations is due to force majeure as defined in Article 1218 of the French Civil Code; performance of the Order between the Parties shall be suspended until the causes having brought on the force majeure event have ceased to exist.
The Party affected by the force majeure event shall notify the other within five (5) working days of the date on which it became aware of the force majeure. The two Parties shall then agree on the manner in which the Order shall be fulfilled.
If the force majeure event persists for more than three (3) months, the Order may be cancelled.

Article 10 : INDUSTRIAL AND INTELLECTUAL PROPERTY

In terms of patents or licences, any intellectual property rights that may be associated with the raw materials and packaging used shall be the sole responsibility of the Supplier.

The Supplier guarantees that the use of the supplies in the order does not infringe the rights of third parties and that no dispute is pending concerning the use thereof.

The Supplier shall indemnify CAE AVIATION against any action by third parties resulting from any infringement of industrial or intellectual property rights relating to the Supplies and shall be liable to CAE AVIATION for any damage resulting therefrom, including the cost of legal assistance. In addition, the Supplier undertakes, at its own expense, to adapt the Supplies which infringe the property rights of a third party or to replace them with similar or equivalent Supplies. Should this not be possible, CAE AVIATION may terminate the order without prejudice to any damages to which it may be entitled.

The Supplier grants CAE AVIATION a non-exclusive license to exploit the intellectual property rights related to the Supplies (the “Results”). Compensation for the grant of the aforementioned rights is included in the amount of the Contract. This licence is granted for the whole world and for the legal duration of the protection of the intellectual property rights concerned.
The licence includes the right to use, reproduce, represent, modify, translate, adapt and communicate the results covered by the licence in all present or future media and modes. CAE AVIATION may grant the rights it has obtained on the same terms.

Article 11 : CONFIDENTIALITY

The Parties undertake to use the Confidential Information solely for the purpose of fulfilling their obligations pertaining to the Order, to take all necessary measures to guarantee the confidentiality of the Confidential Information and, unless expressly authorised, not to communicate any Confidential Information to Third Parties without the prior written consent of the Party having communicated and/or being the original owner of such Confidential Information. The Supplier undertakes to ensure that its staff and any sub-contractors comply with the same undertaking. The confidentiality obligations provided for in this Article shall not apply to either of the Parties if the Confidential Information has fallen into the public domain through no fault of its own, if it was aware of the Confidential Information before it was communicated to it by the other Party, or if it received it from a Third Party who is not subject to an obligation of non-disclosure. The confidentiality obligations provided for in this Article shall remain in force for five (5) years after completion of the Order.

Article 12 : TRANSFER OF OWNERSHIP

Unless otherwise stipulated in the specific terms and conditions of an Order, the transfer of ownership and risks relating to the supplies delivered shall take place upon acceptance when it has been recognised as correct and complete by CAE AVIATION.
Failing receipt in accordance with the terms of delivery, acceptance shall take place after delivery, at the time when the Supplies are declared conforming, and shall entail transfer of ownership with the express acceptance of CAE AVIATION as specified in Article 4.4 hereof.
CAE AVIATION rejects any retention of title clause that it has not expressly accepted in advance in writing.

Article 13 : APPLICABLE LAW – JURISDICTION

Any disputes relating to the performance or interpretation of orders shall be subject to the jurisdiction of the District Court of Luxembourg. These general terms and conditions of purchase and the orders under which they are placed are governed by Luxembourg law.

Article 14 : ENVIRONMENTAL PROTECTION

The supplier shall comply with the laws and regulations relating to the protection of the environment and the health and safety of persons. It must be able to provide proof of this during the execution of the order upon request by CAE AVIATION. The Customer shall indemnify CAE AVIATION against any damage to its image resulting from a breach of the laws and regulations relating to the protection of the environment, the health and safety of persons, and the preservation of the environs that it may be held responsible for, as well as from any attitude, behaviour or action which it may adopt.

Should any Goods have a polluting effect, or should they contain components subject to specific regulations (e.g. RoHS, REACH, Conflict Minerals, etc.), the Supplier shall inform CAE AVIATION of the presence of such components and of the measures to be taken for the use of the Goods and for their destruction (or that of any residues) after use, in accordance with the regulations applicable on the date of delivery. Compliance with this clause is an essential and determining requirement of the Order. Any consequences of non-compliance with the Reach Regulation shall be borne by the Supplier. In the event that the Supplies covered by the Order are withdrawn from the market in accordance with REACH Regulations, the Seller shall notify the Buyer in writing of the date of withdrawal from the market with at least six (6) months’ notice, unless a longer notice period is specified in the Contract.

The Supplier undertakes to minimise its negative environmental impact and to implement measures that contribute to sustainable development and to the preservation of the climate and the environment, both for its products and for its management system. In particular, it strives to reduce greenhouse gas emissions, maintain the biodiversity of ecosystems and prevent the depletion of natural resources. It undertakes to reduce its energy consumption. The Supplier also undertakes to reduce its discharges into the water, air and soil, and to limit the waste generated by its business, particularly packaging waste. It must comply with the regulations and sector standards relating to waste management and the environment, and may be asked to provide proof of its support for the development of technologies and products that protect the environment, particularly in terms of preserving biodiversity, reducing its carbon footprint and contributing to the circular economy. It may also be asked to detail the actions it is taking on the theme of sustainable development and social, societal and environmental responsibility.

Article 15 : AUDIT

During the term of the Supply contract, the Supplier undertakes to allow the Customer, subject to prior notice and during business hours, free access to its premises and to all documents in order to carry out any inspections. It shall obtain the same right from any of the Supplier’s subcontractors. A copy of all audit reports shall be sent to the Supplier free of charge. If the audit report reveals minor shortcomings in the Supplier’s performance of the Contract, the Supplier shall remedy these within fifteen (15) working days of receipt of the report.
If the report reveals serious breaches or if the Supplier fails to remedy minor breaches within the specified time limit, such breaches shall be considered as grounds for termination of the Contract at the Customer’s discretion in accordance with the ‘Termination’ clause.
The Parties agree that in any event the audit procedure does not in any way exonerate the Supplier from compliance with its contractual obligations.

Article 16 : ETHICAL AND SUSTAINABLE DEVELOPMENT PRINCIPLES

The Supplier undertakes to comply with, and to ensure that all its subcontractors comply with, international and national standards relating to anti-corruption laws, directives and regulations in force in the countries in which it conducts business and in the countries in which it is established, and to act in accordance with competition law, including:
• Fundamental human rights, in particular the prohibition of the employment of children under the age of 15 and of all forms of bonded, forced or compulsory labour
• Embargos, arms trafficking, drug trafficking and terrorism
• Trade, import and export licences and customs
• The health and safety of staff and third parties
• Work, immigration and the ban on illegal work
• Protecting the environment
• Economic offences, in particular corruption, illegal taking of interest, extortion, embezzlement of public funds, favouritism, fraud, influence peddling (or equivalent offences under applicable law), fraud, breach of trust, misuse of a commercial company’s assets or credit, counterfeiting, forgery and use of forged documents, and all related offences
• Combating money laundering
• Competition law
• Non-discrimination: no distinction is made between people on the basis of their social or ethnic origin, gender, age, religious beliefs or disability