GENERAL TERMS AND CONDITIONS OF PURCHASE (GTCP)

These General Terms and Conditions of Purchase (GTCP) define the terms applicable to any order placed by Groupe Lledo Industries (hereinafter the "Buyer") with its suppliers (hereinafter the "Supplier"), within the scope of its precision mechanics activities, machining of small and medium series, design and manufacturing of tooling, notably for the aerospace sector.

Any order implies full and unconditional acceptance of these GTCP, unless otherwise agreed in writing by the Buyer.

All orders must be placed in writing (purchase order).

Any modification must be validated in writing by the Buyer.

The Supplier undertakes to:

• •Comply with applicable aerospace quality requirements (e.g. EN 9100 where applicable)
• •Apply specific customer requirements transmitted in the order
• •Ensure product conformity with technical specifications, drawings, standards, and applicable regulations

The Supplier must ensure bidirectional traceability of products (materials, processes, batches).

The Supplier must provide, according to order requirements:

• •Material certificate
• •Certificate of conformity
• •Inspection / measurement reports
• •First Article Inspection (FAI) files if required
• •Complete traceability documents (batch, material, subcontracting)

No delivery will be accepted without the required documentation.

The Supplier must implement a FOD prevention program including:

• •Cleanliness of production areas
• •Control of tools and consumables
• •Visual inspection before shipment

All products must be delivered clean, free of foreign objects that could impact safety.

The External Provider shall promptly notify the Lledó Industries Group of any situation likely to result in the obsolescence, discontinuation, or modification of a product, component, material, process, or equipment that may affect the conformity, performance, or availability of the supplied products.

Where applicable, the External Provider shall propose a suitable replacement solution and provide all necessary technical information to enable its evaluation and prior approval by the Lledó Industries Group.

Delivery times are contractual. Any delay must be immediately reported.

The Buyer reserves the right to:

• •Apply penalties
• •Cancel the order in case of significant delay

Products must be:

• •Properly packaged and protected
• •Identified (reference, batch, purchase order number)

Any damage due to inadequate packaging remains the responsibility of the Supplier.

Risk transfer occurs upon compliant receipt.

Each delivery must include:

• •Delivery note
• •Purchase order number
• •Batch identification (if applicable)
• •Expiry date if applicable

The Buyer reserves the right to:

• •Inspect products upon receipt or later
• •Reject any non-compliant delivery

Acceptance upon receipt does not waive any future claims.

Groupe Lledo Industries reserves the right to inspect products.

• •In case of non-conformity:
• •Rejection
• •Return
• •Sorting
• •Repair or replacement

Costs are to be borne by the Supplier.

The Supplier must:

• •Analyze the root cause
• •Implement corrective actions

Any non-conformity detected by the Supplier must be immediately declared.

No deviation may be applied without written approval from Groupe Lledo Industries.

Any subcontracting must be pre-approved by the Buyer.

The Supplier remains fully responsible for subcontracted services.

The Supplier undertakes to:

• •Not disclose technical or commercial information
• •Use data solely for the execution of the order

Drawings, tooling, models provided or financed by the Buyer remain its exclusive property.

The Lledo Industries Group reserves the right to conduct audits of its External Providers to ensure the effectiveness and compliance of their Quality Management System.

The External Provider shall grant representatives of the Lledo Industries Group, its customers, and the relevant regulatory or competent authorities unrestricted access to its premises, facilities, processes, and associated records whenever necessary to verify compliance with applicable requirements.

The Supplier must retain quality records for a minimum period of 10 years (or according to aerospace requirements NF EN 9130 latest revision).

The Supplier undertakes to prevent the introduction of counterfeit, fraudulent or suspect items (CFSI) into the products delivered to the Buyer.

In this regard, the Supplier warrants that:

• •All delivered products are authentic, compliant and sourced from approved and controlled sources;
• •No counterfeit, fraudulent or suspect item is delivered or integrated into the supplied products;
• •Full traceability is ensured (original manufacturer, batch, serial number, associated certificates).

The Supplier undertakes to:

• •Source exclusively from original manufacturers or authorized distributors, unless prior written authorization from the Buyer;
• •Implement prevention, detection and control processes for CFSI risks (inspections, documentary checks, staff training, etc.);

In the event of detection or suspicion of CFSI, the Supplier must:

• •immediately inform the Buyer;
• •isolate the affected products and suspend any associated delivery;
• •conduct a root cause analysis;
• •implement appropriate corrective and preventive actions.

Any product identified as counterfeit, fraudulent or suspect shall be considered non-conforming.

The Supplier shall bear all associated costs (sorting, expertise, replacement, returns, industrial or contractual impacts).

These requirements apply to the Supplier's entire supply chain.

The Supplier is responsible for the conformity and safety of the delivered products.

Any special process (heat treatment, welding, NDT, etc.) must:

• •Be qualified
• •Be performed by authorized personnel

The Supplier undertakes to deliver products compliant with applicable regulatory, contractual and technical requirements.

Delivered products must be free from any contamination, corrosion, pollution, damage, foreign object or any element likely to affect their conformity, safety or fitness for use.

The Supplier implements the necessary provisions to preserve product integrity during manufacturing, storage, handling, packaging and transport operations.

Where applicable, the Supplier provides Safety Data Sheets (SDS), regulatory declarations or any document demonstrating product compliance with applicable legal requirements.

Any situation likely to affect the safety or conformity of a delivered product must be immediately reported to Groupe Lledo Industries.

The Supplier warrants the conformity of delivered products with applicable regulations relating to chemical substances, notably:

• •Regulation (EC) No 1907/2006 REACH;
• •Directive 2011/65/EU RoHS and its updates where applicable;
• •Any other applicable national or international regulation on hazardous substances.

The Supplier undertakes to immediately inform Groupe Lledo Industries of any presence of substances subject to restriction, authorization or declaratory obligation.

Upon request from Groupe Lledo Industries, the Supplier provides any declaration of conformity, material attestation or information relating to product composition.

The Supplier warrants that the delivered products or services:

• •comply with the specifications, drawings, standards and contractual requirements;
• •are free from material, manufacturing or assembly defects;
• •are fit for the intended use when this has been brought to its knowledge;
• •comply with applicable regulatory requirements.

Unless otherwise contractually agreed, the warranty period is set at twenty-four (24) months from receipt of the products.

During this period, the Supplier undertakes at its own expense to repair, replace or reimburse any product recognized as defective or non-conforming.

The associated costs of transport, expertise, disassembly, reassembly or replacement are borne by the Supplier.

The Supplier undertakes to take out and maintain throughout the contractual relationship the insurance necessary to cover its liabilities.

It must in particular hold:

• •General Commercial Liability insurance;
• •Professional Liability insurance;
• •Post-Delivery or Post-Works Liability insurance where applicable.

Upon first request from Groupe Lledo Industries, the Supplier provides a valid insurance certificate stating the guarantees and coverage limits.

The maintenance of these insurance policies does not in any way limit the Supplier's contractual or legal liability.

Prices are fixed unless otherwise agreed.

Payment is made according to the terms defined in the order.

Invoices must include at a minimum:

• •Groupe Lledo Industries purchase order number
• •Groupe Lledo Industries or supplier article reference if applicable
• •Description of products or services
• •Quantities delivered
• •Unit prices and totals
• •Payment terms
• •Invoice date
• •Full Supplier contact details
• •Intra-community VAT number if applicable
• •Reference of associated delivery note, where applicable

For supplies subject to customs, regulatory or customer requirements, the Supplier must also indicate on the invoice or an attached document:

• •Country of origin of the products
• •Customs tariff / HS Code (Harmonized System Code)
• •Any information required for customs clearance or import/export compliance

Any incomplete or non-compliant invoice may be placed on hold until corrective elements are received, without modifying the contractual payment deadline.

Payment 30 days end of month on the 15th unless otherwise agreed. Payment is conditional on conformity.

The Supplier undertakes to protect the data transmitted by Groupe Lledo Industries.

It must ensure:

• •Confidentiality of drawings and technical data
• •Protection against unauthorized access
• •Security of computer systems

Any security breach or incident must be immediately reported.

The Buyer may terminate the order in case of Supplier breach (quality, deadline, compliance).

These GTCP are governed by French law.

Any dispute falls under the jurisdiction of the courts of the Buyer's registered office.

These General Terms and Conditions of Purchase (GTCP) prevail over any other document from the Supplier, including its General Terms and Conditions of Sale (GTCS), unless expressly accepted in writing by the Buyer.

Any acceptance of an order, commencement of execution, delivery of products or provision of services by the Supplier constitutes unconditional acceptance of these GTCP.

Any contrary, additional or different clause appearing in the Supplier's documents, including its GTCS, is unenforceable against the Buyer, unless agreed in writing and signed by an authorized representative of the Buyer.

In the event of a conflict between these GTCP and particular conditions negotiated between the parties, the latter shall prevail.

The fact that the Buyer does not invoke any clause of these GTCP at any given time shall not be construed as a waiver of its right to invoke it subsequently.