- These general
conditions of contracting were established
according to the current customs in the member
countries of the COMMITTEE OF ASSOCIATIONS OF
Each member country therefore recognises their
legal value, which is attributed by its own
legislation to professional customs.(2)
They apply to the client whatever its own
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
They therefore constitute the legal basis of
these contracts for all provisions, which do not
come under particular written conventions.
- They block all contrary
clauses made in any way by the client, if the foundry has not accepted
them in writing.
- 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
- 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.
- 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.
- 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
- 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
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
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
- 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.
- In no instance may
the client use foundry studies for his own
purposes, nor divulge them without first having
expressly obtained ownership of them.
- 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.
- 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.
- Art foundries are
reminded of their commitments which also adhere
to the conditions of contracting. If the case
arises, the current general conditions will be
interpreted in the light of the rules peculiar to
4. Patterns and
- 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
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.
- 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
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.
- 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
- 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
- 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.
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
- 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
- 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.
- 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
7. Delivery and Transfer
- 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.
- 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.
- 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
- 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.
In the particular case of
parts sold by weight, the actual measured weight is the proof weight.
Those weights stated on the offer and the order are only for purposes of
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 +/- 5 % of the number of
parts indicated on the contract.
- 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
- 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
- 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.
- Each sum which is
falling due, is automatically yielding interest.
The rate of this interest may vary.(4)
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
- 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
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 by 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
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
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.
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
- 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.
- 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 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.
- 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
- of 6 months for other
non-conformities, this period is reduced to 1 month for
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.
- 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
- 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
- costs of assembly,
disassembly and withdrawal from service of these parts by the client.
15. Reserved Right of
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.
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
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