TACHÉ COMPANY NV
GENERAL MANUFACTURING CONDITIONS EFFECTIVE May 16th
2023
1.
The
following general manufacturing terms and conditions (the “Manufacturing Conditions”)
are applicable on every consignment of goods to a third party manufacturer (a “Manufacturer”)
by Taché Company NV (“TCNV”) acting on its own behalf or as agent on
behalf of Taché Securities BV as the case may be, the
Manufacturer acknowledging that it has already agreed to the use of these Manufacturing
Conditions in respect of every such consignment. Subject to Condition 4 below, these Manufacturing Conditions
supersede any prior written communications and/or agreements and understandings
between the parties in respect of the consignment and delivery for polishing of
the goods specified in the relevant manufacturing consignment document (“Memorandum”)
and shall apply in preference to and supersede any and all terms and conditions
in respect of any order placed by TCNV with the Manufacturer and any other
terms and conditions submitted to or by the Manufacturer, including in respect
of any goods already on consignment by TCNV to the Manufacturer as at the
effective date stated at the top of the first page of these Manufacturing Conditions.
TCNV reserves the right to vary these Manufacturing Conditions
from time to time on giving the Manufacturer at least 5 business days’ notice
in writing.
2.
A
consignment of goods pursuant to a Memorandum may be effected by TCNV acting (i) on its own behalf as principal and title holder of the
relevant goods (“Principal Consignment”); or (ii) as agent on behalf of Taché
Securities BV as title holder of the relevant goods (“Agent
Consignment”).
3.
The
relevant Memorandum will specify in respect of each consignment of goods
whether it is a Principal Consignment or an Agent Consignment. In the event
that a consignment of goods includes goods some of which are consigned as a
Principal Consignment and some of which are consigned as an Agent Consignment,
the relevant Memorandum will specify which goods are being consigned as a
Principal Consignment and which goods are being consigned as an Agent
Consignment.
4.
A
consignment of goods originally made as a Principal Consignment may
subsequently change to being an Agent Consignment in respect of all or part of
such goods as a result of a transfer of title to the relevant goods from TCNV to
Taché Securities BV whilst the goods are on consignment with the Manufacturer. In each such
case TCNV will send the Manufacturer an updated Memorandum via email confirming
in respect of which goods on consignment to the Manufacturer that a transfer of
title from TCNV to Taché Securities BV has taken place.
5.
Without
limitation to any other terms of these Manufacturing Conditions, the Manufacturer
accepts that any consigned goods are owned by TCNV or Taché Securities BV as
applicable and are provided to the Manufacturer in accordance with these Manufacturing
Conditions solely for the purpose of conducting the manufacturing process in
relation to such consigned goods.
6.
The
Manufacturer agrees and acknowledges that under no circumstances may any goods
consigned to it, whether under an Agent Consignment or Principal Consignment,
be further consigned by the Manufacturer to any other third party.
7.
The
Manufacturer must not cause any damage to the consigned goods, nor any
modification whatsoever to the consigned goods other than in accordance with
the terms of these Manufacturing Conditions.
8.
The
Manufacturer agrees and acknowledges that any goods specified in a Memorandum
as being consigned to the Manufacturer under an Agent Consignment are pledged,
charged and/or held to the order of GLAS Trust
Corporation Limited
in its capacity as Security Trustee.
9.
The
Manufacturer irrevocably confirms that it does not have and will not claim,
exercise or enforce any right of set-off, retention, counterclaim or similar
right in respect of any goods consigned under a Memorandum (whether under an
Agent Consignment or Principal Consignment).
10.
The
Manufacturer must at all times following delivery of the goods to it (i) keep the goods consigned to the Manufacturer by TCNV
acting as agent on behalf of Taché Securities BV separately identifiable from any other
goods consigned to the Manufacturer by TCNV (acting on its own behalf) or by any
other person other than TCNV; and (ii) ensure that the goods consigned to the Manufacturer
by TCNV acting on its own behalf or as agent on behalf of Taché Securities BV remain
identifiable and traceable as the property of TCNV or Taché Securities BV (as
the case may be) pursuant to the TCNV serial identification number included on
the delivered parcel and/or as stated on the Memorandum. Goods with a weight
greater than or equal to 1.80 carats must be kept separately, each with its
own serial identification number; goods below 1.80 carats may be kept
together under the same serial identification number, as long as they are never
mixed with goods sent under a different TCNV serial identification number. The
Manufacturer must return goods to TCNV acting on its own behalf or as agent on
behalf of Taché Securities BV, upon request by TCNV or Taché
Securities BV as applicable, irrespective of which stage they
are at in the manufacturing process at the time of the request.
11.
The
Manufacturer must at all times keep up to date electronic records for the
goods, detailing each step of the manufacturing process. All records must be available
to TCNV on demand, and the serial identification numbers used in such records must
correlate with the TCNV serial identification numbers included on each parcel
delivered by TCNV to the Manufacturer. Any and all manufacturing reports and any
and all scans of individual stones delivered by TCNV to the Manufacturer must
be retained by the Manufacturer for a minimum of 3 (three) years.
12.
All
goods delivered by TCNV to the Manufacturer must be analysed by the
Manufacturer before being cut and polished or otherwise transformed in any way.
For each rough stone with a weight larger than or equal to [1.80] carats, this
analysis must provide to TCNV all of the different polished output options for the
relevant rough stone including shape, size, colour, clarity and make type. The
Manufacturer must await a formal decision in writing (which may be by email)
from TCNV with respect to the different output options for every stone before beginning
the manufacturing process. For rough stones below [1.80] carats the
Manufacturer is to provide to TCNV, as a minimum, an expected output yield
before processing begins. During the manufacturing process any forecast
deviation of more than 0.2% of expected yield, and/or 1 (one) colour grade
difference, and/or 1 (one) clarity grade difference, must be communicated
immediately to TCNV in writing (which may be by email), and all manufacturing
work on such goods must be paused until a revised manufacturing outcome has
been approved by TCNV.
13.
The
transfer to the Manufacturer of the risks of loss of or damage to the goods
(excluding manufacturing risks) is made as soon as the goods are delivered to
the Manufacturer. The Manufacturer must have a [market standard] all-risks
insurance policy covering loss of or damage to the goods (excluding
manufacturing risks).
14.
When
returning manufactured goods to TCNV acting on its own behalf or as agent on behalf
of Taché Securities BV, (i) if it is the
intention of the Manufacturer to return part of a consigned parcel or part of a
consigned individual rough stone only, the Manufacturer must first request the written
approval (which may be by email) of TCNV acting on its own behalf or as agent
on behalf of Taché Securities BV for the value of such goods. This
approved value is the only value by which such goods may be returned (excluding
manufacturing costs), (ii) when returning a complete parcel and/or the complete
products of the manufacturing of an individual rough stone (if that stone has
clearly been sent as a separate individual stone on the Memorandum document),
the goods must be returned at the value specified by TCNV [in the Memorandum] to
the Manufacturer (excluding manufacturing costs), (iii) when returning the final
part of a consigned parcel or part of a consigned individual rough stone (the other
parts having already been returned), the Manufacturer must ensure that the
value of the goods returned (excluding manufacturing costs) is equal to the original
value of the parcel or individual stone sent by TCNV to the Manufacturer, less
the sum of the values of the parts previously returned of each parcel or
individual stone as applicable.
15.
If
the Manufacturer fails to return any manufactured goods within 2 (two) weeks of
the pre-agreed manufacturing return date, TCNV reserves the right to invoice
the Manufacturer. The invoice amount will be equal to the amount stipulated on
the Memorandum for the goods, less the value of the goods already returned by
the Manufacturer from the relevant parcel(s) (excluding manufacturing costs),
plus a 10% fee. In such instance, the manufacturing costs associated with the
undelivered goods will not be due whilst the return of the goods, or the
payment of the invoice, remains outstanding.
16.
All
rough diamond goods sent for manufacturing are self-evidently of natural origin. The Manufacturer warrants that it
will use appropriate segregation procedures to maintain separate and
identifiable at all times goods consigned to the Manufacturer by TCNV acting on
its own behalf from goods consigned to the Manufacturer by TCNV as agent on
behalf of the Taché Securities BV or goods consigned to the
Manufacturer by any party other than TCNV, and that consequently no synthetic
stone will ever be returned to TCNV. In the event that TCNV is nonetheless in
receipt of a synthetic stone from the Manufacturer, the Manufacturer must
either (i) replace the synthetic stone with the stone
that should have been delivered to TCNV, or (ii) compensate TCNV, on its own
behalf or as agent on behalf of the Taché Securities S.A
R.L as the case may
be, for the market value of the missing stone. TCNV reserves the right to claim
further compensation from the Manufacturer for any damages it incurs (on its
own behalf or acting as agent on behalf of the Taché Securities BV),
including reputational damage, as a direct result of such contamination of its
goods by synthetic stones received from the Manufacturer.
17.
The
Manufacturer warrants that it is at all times in full compliance with industry standards
and best practices, including, without limitation, that it is RJC (Responsible
Jewellery Council) compliant and/ or compliant to any other required standards as
communicated to the Manufacturer from time to time by TCNV. The Manufacturer
understands the serious implications for TCNV if there is any breach of these
standards and commits to inform TCNV immediately upon any breach being
discovered, and to resolve such breach as soon as possible. The Manufacturer
further agrees to be audited at its own expenses by third parties in order to
receive/ update/retain the proper certification (RJC or other as applicable)
enabling the Manufacturer to manufacture on behalf of TCNV or Taché Securities BV as
applicable.
18.
These
Manufacturing Conditions and the Memorandum in respect of the goods, as
applicable, and any non-contractual obligations arising out of or in connection
with these Manufacturing Conditions and the Memorandum shall be governed by and
construed in accordance with the laws of Belgium. The Parties agree to submit
to the exclusive jurisdiction of the courts of Antwerp, Belgium in respect of
any dispute arising out of or in connection with these Manufacturing Conditions
and/or the Memorandum and/or the consignment of the goods. However, at TCNV’s
option, proceedings may be brought by the courts and according to the laws of
the place where the Manufacturer has its registered office and/or, also at TCNV’s
option, by the courts and according to the laws of the place where the goods
were delivered.
20.
Each of TCNV and the Manufacturer
acknowledges that (i) it has all information as
referred to in article 5.16 of the Belgian Civil Code; (ii) it has reviewed and
agreed to these Manufacturing Conditions on an arm’s length basis with the
other party; and (iii) these Manufacturing Conditions reflect a fair and appropriate
balance between the rights and obligations of the parties.
21.
Each of TCNV and the Manufacturer
expressly waives, to the fullest extent permitted by law, any right it may have
to renegotiate these Manufacturing Conditions or the Memorandum in respect of
the consignment of goods solely on the basis of article 5.74 of the Belgian
Civil Code.
22.
Each of TCNV and the Manufacturer
expressly waives, to the fullest extent permitted by law, any right it may have
to terminate these Manufacturing Conditions or the Memorandum in respect of the
consignment of goods in the case of an anticipatory breach by the other party.
These Manufacturing Conditions are available in English at: https://www.tachediamonds.com/Terms-Conditions.
Deze Productievoorwaarden zijn beschikbaar in
het Engels op: https://www.tachediamonds.com/Terms-Conditions.
Les présentes Conditions de Fabrication sont
disponibles en anglais à l'adresse suivante https://www.tachediamonds.com/Terms-Conditions