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GENERAL TERMS & CONDITION OF PURCHASE
(Last update 01.07.2014)
1.
FEASABILITY
1.1
Requested glazings or other specific products
manufacturable by freeglass and options are
generally feasible for production within conditions
outlined in technical assumptions, which we
are ready to discuss during Technical Reviews.
Some specific remarks in addition to the technical
assumptions (“include main issues”) will be
outlined to the customer.
If any modifications are requested later on,
feasibility and prices have to be reviewed.
1.2
1.3
2.
PRICE PER PIECE
2.1
Piece Prices: serial production
Detailed serial piece prices are always presented
in good faith of State-of-the-Art technologies in
specific documentation and/or customer forms.
Part is quoted in specific Incoterm based on
INCOTERMS
2010.
exWorks
freeglass,
Schwaikheim, Germany conditions are possible. If
exWorks the whole production has to be picked up
during the next 5 working days maximum. The
price per piece for serial production is applicable
after Initial Sample’s approval. These prices are
valid for parts, packed to today’s standards in
“customer project” specific packaging or customer
standard packaging. Packaging should be ordered
and managed by the Customer. If supply condition
is exWorks. If deliveries are made by freeglass
minimum delivery will have to be a full truck.
Pricing reflects production in batches which size
could depend on project dimension during serial
production according to the volumes shown on
page 1 point 1. Prices and availability are based
on quoted yearly volumes and valid for +/- 5%
variations and till the end of Serial life. Take rates
assumed for the different glazings are considered
100%. Variation of the take rates of more than +/5% might need a revision of the prices. It might
equally impact short term availability. The price
per piece is based on statutory product
requirements at the time of quotation. Prices are
subject to change in case of modification of the
specifications or statutory product requirements. In
the case of changes requested by the customer
after Initial Sample’s approval, obsolete stock will
have to be purchased by the customer or
scrapped at customer expense. Prices are based
on the year of quote economical assumptions.
Prices are subject to change in case of variation
on costs of materials of +/- 3%, or imposed
vendors components prices. Savings linked to
negotiation are related to sales volume not lower
than 95% and SoP + 6 months. In case of project
delay savings will be postponed till the year after
new SoP. If customer demand does not reach this
offer’s levels, savings will have to be reverted to
freeglass proportionally to demand reduction.
Concepts not included in quotation: No additional
engineers, testings neither warehouse are
included in quotations.
Prices prototype parts : For prototype parts we
apply: 10 times serial price
2. 2
2.3
2.4
A minimum order quantity of 50 glazing sets per
prototype run is mandatory. At least one prototype
run needs to be ordered, the capability runs are
discussed separately in this quotation. Supply will
be done in a specific incoterms according to
INCOTERMS 2010, in Prototype Packaging. If
exWorks the whole production has to be picked up
during the next 5 working days
Initial samples: freeglass will supply initial samples
at serial price, provided they can be produced as
part of a prototype or serial production run and
based on the reception of a valid order. Resulting
parts of 2-days production run will have to be
ordered by the customer. Supply will be in a
specific incoterms according to INCOTERMS
2010 in project specific serial packaging or
alternatively substitution/prototype packaging if
necessary.
Supply after end of serial production
freeglass is prepared to continue the supply of
spare parts until 10 years after end of serial
production, provided freeglass is the sole supplier
during serial production and clear annual volume
forecast of following year provided by the
customer latest 6 month before end of running
year.
The spare parts can be sold at serial production
price for one year after end of production. After
that period freeglass reserves the right to adjust
the price according to costs and ordered volumes
involved.
3.
DEVELOPMENT PRICE
3.1
The development price included in the piece price
is based on the following generic assumptions:
- freeglass will develop the parts together with the
customer.
- freeglass proposes to do this development by its
project team.
- A resident Engineer located at customer´s place
is not considred. Engineering Support will
- be provided by regular meetings in Europe and
by using the standard communication means.
- CAD-System for the development will be Catia
V5.
- CAD Data transfer between Customer and
freeglass will be via Saint-Gobain Sekurit or by
direct link.
- Customer will setup 3D CAD-Model and 2D
drawing per glazing, implementation into
Customer
system and release will be done by Customer.
- freeglass will support with feasibility studies and
feedback.
- Design Verification testing included acc. to
Product Specifications
Development period for freeglass assumed to start
at nomination date and to last until SoP + 30 days.
In case of change of SoP by customer, freeglass
reserves the right to review the development costs
and re-quote.
freeglass shall remain the exclusive owner of any
and all intellectual property rights arising from
freeglass development of the parts
3.2
3.3
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4.
TOOLING PRICE
4.1
Prototype tooling : If there are, Prototype toolings
shall be paid by the customer. If according to
Customer rules no prototype toolings are used,
any exception from this rule will have to be
discussed.
Serial Tooling
: The tools price do not include
tooling prices for all supplied parts assumed as
carry over. The tooling prices quoted for the not
yet fully defined parts is preliminary. It will have to
be reviewed after more detailed definition.
The prices quoted are for serial tools and for tools
for the first production run (VP), which will be
carried over to serial production. freeglass
quotation reflects only manufacturing costs that do
not cover the entire value of the tools. The tools
quoted will ensure production capability of up to
5% above yearly volume stated in quotation and
for a maximum average of 500.000 shots total
project lifetime. Any further increase needs to be
reviewed and agreed. Tooling prices are available
for the base version of each glazing, for the
additional versions of the parts only the additional
tooling price are indicated. In case the base
version is not retained the base tooling prices
need to be recalculated with respect to the
remaining versions. Currency of invoicing of
tooling is Euro. If another currency is requested, it
shall be agreed at the time of ordering and
payment of the tooling. freeglass shall remain the
exclusive owner of the tooling and all intellectual
property rights therein.
4.2
5.
invoice from freeglass on the remaining amount
following regular serial payment terms. In the case
of changes requested by the customer, 100% of
the incurred costs will have to be paid by customer
within regular serial payment terms, independent
of Initial sample’s status. New negotiation on
prices of new development will follow.
7.
PPMs level will be included in our technical offer.
freeglass could accept development concept
guarantee quota if freeglass is involved in failure
mode and effects analysis. Technical factor has to
be based on a statistical representative amount of
samples. Freeglass has to have access to
technical folder. Error codes for Guarantee
calculation have to be identified, defined and
agreed together with customer. This trade off have
to be finished at latest at SoP. The customer shall
only be entitled to set off its claims against
payments owed to freeglass if and to the extent
that such claims are either non-controversial or
legally recognized by a court of competent
jurisdiction. freeglass will accept modular
responsibility only if freeglass has the possibility to
check and validate modular System. If customer
establishes imposed suppliers, the logistic and
technical concept will have to be reviewed. The
share of roles and responsibilities between
customer, “the imposed supplier” and freeglass
need to be agreed. freeglass will not be
responsible for defects of and/or damages
resulting from lack of quality of imposed supplier’s
components.
LEAD-TIMES
We will follow the program milestones/gateways
officially listed in customer documentation if
feasible or our time plan associated to the our
technical offer. If any problem is seen to keep this
timing we will inform the engineering team up front
to find a mutual agreement how to solve the
problem.
8.
TERMS OF PAYMENT
6.1
6.2
6.3
Prototype parts: 25 days net end of month
Serial production parts: 25 days net end of month
Serial Production Tools and Development price
Both, Tools and Development, are assumed to be
paid as :
A) Lump sum payment
or/and
B) Mark-up will have to be defined with full amount
amortised over a defined number of first units. In
case units ordered to freeglass wouldn’t reach the
number of units defined, freeglass will issue a
development invoice with an amount of Mark-up
missing units x Markup value. This invoice shall be
paid by customer in accordance with the regular
serial payment terms. For Mark up, an Annual
Percentage Rate will be applied.
or
C) Our quotation is based on the assumption of
payment in 3 stages : 40% of tools and
development costs at nomination date, 40% when
tooling is finished for Prototype production at first
off tool parts, 20% with Initial Sample approval.
Regardless of such approval if tooling is producing
good parts for serial delivery for longer than 6
weeks, tooling has to be fully paid on receipt of an
CANCELLATION
freeglass may terminate the delivery contract,
without having any liability to the customer, at any
time and for any reason, with six months prior
written notice.
9.
6.
QUALITY
GENERAL CONDITION
Nothing contained herein shall be interpreted,
expressly or impliedly, as compelling us to enter
into any agreement.
10.
CONFIDENTIQLITY AND
INTELLECTUAL PROPERTY
10.1
10.2
freeglass quote is confidential, it may not be
disclosed to any third parties, except to employees
or affiliates of customer, on a need to know basis,
who are bound by a written agreement to protect
the confidentiality of the information contained
herein.
freeglass shall remain the exclusive owner of any
information and imagery disclosed and of any
documents submitted to the customer and all
patent, copyright, trade secret, trademark and
other intellectual property rights therein.