AEROSPACE MACHINING TECHNOLOGY LIMITED TERMS AND CONDITIONS OF PURCHASE 1. Definitions

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Nov 18, 2013 (3 years and 4 months ago)

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AEROSPACE MACHINING TECHNOLOGY LIMITED

TERMS AND CONDITIONS OF PURCHASE


1.

Definitions

1.1

In these conditions of purchase the following words and phrases shall have the following meanings, unless the context
otherwise requires:


"
conditions
"

m
eans these conditions of purchase;

"
contract
"
means the contract by which the seller has agreed to sell and
the purchaser has agreed to buy
goods,

and/or the
seller has agreed to perform and the purchaser
has agreed to procure services,
consisting of the o
rder and the seller's
acceptance or written acknowledgment of the same, as the case may be, duly incorporating these conditions;

"
date of delivery
"
means the date by which the goods are to be delivered and
/or
the services to be performed as specified in
th
e order or as may later be agreed between the seller and the purchaser or as
otherwise provided for in these conditions
;

"
delivery
"
means completion of
(i)
the delivery of the goods to the purchaser's premises specified in the order
,
and
/or

(ii)

carrying o
ut the services specified in the order
,
(and "delivered" is to be construed accordingly);


force majeure

means circumstances beyond the reasonable control of the purchaser or supplier including, without limitation,
damnum fatale
, governmental actions, war
or national emergency, acts of terrorism, protests, riot, civil commotion, fire,
explosion, flood, epidemic, lock
-
outs, strikes or other labour disputes (whether or not relating to either party’s workforce),
or restraints or delays affecting carriers or i
nability or delay in obtaining supplies of
adequate or suitable materials;

"
goods
"
means the goods to be purchased by the purchaser as set out in the order
(or, as the case may be, the purchaser’s
own goods which are the subject of services)
;

"
o
rder
"

means
the order submitted by the purchaser to the seller forming part of the contract;

"
purchaser
"
means
Aerospace Machining Technology Limited a company registered in Scotland number SC185560 whose
registered office is at 20 West Shore Road, Edinburgh, Midloth
ian, EH5 1QD,

or its assignees or successors whomsoever;


schedule

means the schedule which on its face refers to these conditions;

"
seller
"

means the person, firm, partnership, corporation or company selling goods
and/or performing services
under the
con
tract
(and its assignees)
;

"
services
"
means the services to be provided by the seller as set out in the order;


writing

includes email
, telex, cable, facsimile transmission and comparable means of communication.


1.2.1

References to clauses by number are
to clauses of these conditions.

1.2.2

Unless the context otherwise requires, reference to any statute or statutory provision includes a reference to that
statute or statutory provision as from time to time amended, extended, consolidated, modified, replace
d or re
-
enacted, provided that such amendment, extension, consolidation, modification, replacement or re
-
enactment does
not in the case of a defined word or meaning alter the substance of the definition.

1.2.3

Words denoting the singular number only shall
include the plural and vice versa.

1.2.4

References to any one gender shall include both other genders.

1.2.5

All warranties, representations, agreements and obligations given or entered into by one or more person are given or
entered into jointly and seve
rally.

1.2.6

The headings of these conditions are inserted for convenience only and shall not affect their construction.


2.

Purchase and sale

2.1

The contract incorporates these conditions. A
ccordingly,

(
subject to any variation of the conditions
either
a
greed pursuant to
clause 2.2 below

the goods shall be sold and
/or
the
services provided by the seller and bought by the purchaser only on the
terms and conditions stated in these conditions
(including the schedule)
and on the terms and conditions stated in
the contract to
the exclusion of any terms and conditions contained in any document issued by the seller (including, without limitation, anything
endorsed upon, delivered with or contained in the seller’s quotation, acknowledgment or acceptance of order,
specification or
other similar document), but declaring that if anything in the contract is inconsistent with these conditions then these conditions
shall prevail unless that which is inconsistent is contained in any document issued by the purchaser or in
any document issued by
the seller the terms of which have been expressly accepted by the purchaser as varying these conditions.


2.2

These conditions apply to all the purchaser’s purchases and any variation to these conditions shall have no effect unless
e
xpressly agreed in writing and signed by
a director
of the purchaser.


2.3

Each order for goods
or services
by the purchaser from the seller shall be deemed to be an offer by the purchaser to buy
goods
or services
subject to these conditions and no order s
hall be accepted until the seller either expressly by giving notice
of acceptance, or impliedly by fulfilling the order, in whole or in part accepts the offer.




2

3.

Price

3.1

The price stated in the order is (save only as provided in
clause
3.2) the total p
rice payable by the purchaser to the seller
under the contract and assumes delivery of the goods and performance of the services will have been carried out by the
seller in strict conformity with the contract.


3.2

The purchaser shall in addition pay value
added tax
(“VAT”)

on the price at the appropriate rate where the same is properly
chargeable but only where it has first received from the seller an invoice valid in all respects for VAT purposes.


3.3

Without prejudice to the generality of clause 3.1:

3.
3.1

the price includes all the seller's costs, charges and expenses in delivering the goods to the purchaser's premises
including, without limitation, carriage, storage, freight and insurance costs, charges and expenses; and

3.3.2

the price is stated in St
erling and shall not be subject to any increase for any reason whatever.


4.

Delivery of goods and performance of services

4.1

The seller shall notify the purchaser
as soon as
possible if they are not
able to deliver on the date of delivery and without
pre
judice to the purchaser’s rights in respect of the non
-
delivery on the date of delivery shall advise the purchaser the date
on which they propose to make delivery of the goods.


4.2

Completing the delivery of the goods and
the
performance of the services
by the date of delivery is of the essence of the
contract.
Any lateness in delivery
may be dealt with by the purchaser in accordance with clause 8.1 and/or clause 12 hereof
,
under exception of delays
caused by
force majeure which may be dealt with under cl
ause 13 hereof
. Unless otherwise
stipulated by the purchaser in the order, deliveries shall only be accepted by the purchaser during the purchaser’s normal
business hours.


4.3

A delivery note shall accompany all goods which have been delivered, such note
to be conspicuously marked with the
purchaser's order number, date of order, details of packages and contents and, in the case of part delivery, the outstanding
balance remaining to be delivered.


4.4

When delivered, the goods shall comply with all legal r
equirements, including, without prejudice to the foregoing generality,
any requirements relating to packaging, the marking of place or country of manufacture and any health and safety features or
notices.
Where not required at law, the goods shall neverthe
less be accompanied by
comprehensive
instructions relating to
their safe usage and disposal, and any hazards or restrictions associated with them.


4.5

The goods shall comply with all and any specifica
tions stipulated in the order.


4.6

Unless otherwise p
rovided for in the order all
containers and packing materials supplied by the seller shall be considered
non
-
returnable and their costs shall be included in the price
.


4.7

Where the purchaser agrees in writing to accept delivery by instalments the contrac
t shall be construed as a single contract
in respect of each instalment. Nevertheless failure by the seller to deliver any one instalment sha
ll entitle the purchaser at its
option to treat the whole contract as repudiated.


4.8

If the goods are delivered t
o the purchaser in excess of the quantities ordered the purchaser shall not be bound to pay for
the excess and any excess shall be and shall remain at the seller’s risk and shall be returnable at the seller’s expense.


4.9

The seller shall perform the serv
ices specified in the order. Where those services are to be performed on or after the date
when goods arrive at the purchaser's premises, the purchaser shall make available at the seller's cost such facilities as may
reasonably be required by the seller an
d the seller shall indemnify the purchaser against any cost, loss or damage the
purchaser suffers as a result of the seller carrying out the services.


4.1
0

Save only as provided for in clause 13.2 below t
he seller shall have no right to suspend delivery o
f the goods
, or postpone or
delay performance of the contract
without the prior written consent of the purchaser
, and this condition shall apply whether
or not there is a dispute (including, without limitation, court action).


4.1
1

Once the goods have been
delivered and the services performed the purchaser
shall given written confirmation to the seller
in the event of either the goods or the services not being in accordance with the order and that without prejudice to the
purchaser’s right to reject the goo
ds and all services if it is discovered
any latent defects at any time thereafter and without
prejudice to claim the purchaser’s right to claim damages.




3

5.

Payment

5.1

The seller may render to the purchaser its invoice for the price only once delivery ha
s taken place.


5.2

The purchaser shall pay such invoice together with any VAT properly charged thereon in accordance with clause 3.2 within
thirty
days of the date of delivery, but time for payment of the price shall not be of the essence of this contract
.


5
.3

If any sum under the contract (including, without limitation, the price) is not paid when due then, without prejudice to the
parties' other rights under the contract, that sum shall bear interest from the due date until payment is made in full, both

before and after any judgment, at
three percent (3
%
)
per annum over
The Royal Bank of Scotland
base lending rate from time
to time. The seller is not entitled to suspend deliveries of the goods as a result of any sums being outstanding.


5.
4

Unless otherw
ise agreed in writing, the seller shall pay all taxes, charges, imports or duties applicable to the contract and
shall bear all costs and expenses in respect of obtaining any export licences, clearances and other consents necessary for the
supply of the go
ods in terms of the contract and shall indemnify, on a full indemnity basis, the purchaser of and from any
claims, actions, proceedings, damages, costs, charges or expenses relating thereto.


6.

Risk

6.1

The risk of any loss or destruction of or any damage
to the goods shall pass to the purchaser as soon as delivery (including
offloading and stacking) takes place.


7.

Title

7.1

Except where clause 7.2 hereof applies, title to the goods will pass to the purchaser when delivery (including offloading and
stack
ing) takes place.


7.2

Notwithstanding clause 7.1, title to, and ownership of, the goods will pass to the purchaser before delivery at the time of
payment, if payment is for any reason made by the purchaser for the goods prior to the date of delivery. If t
he goods are
delivered or paid for in instalments then the provisions of clauses 7.1 and 7.2 shall apply to each instalment so that title will
pass to the purchaser in each instalment or item of the goods so delivered or paid for.


7.3

It is declared for t
he avoidance of doubt that the purchaser’s own goods which are the subject of services remain at all times
the property of the purchaser.


8.

Liability, warranties and indemnity

8.1

Where clause 4.2 hereof applies, without prejudice to any other rights or
remedies which it may have in terms of a breach of
contract, whether under clause 12 hereof or otherwise the purchaser may
:
-



(a)

cancel the contract in whole or in part;

(b)

refuse to accept any subsequent delivery of the goods
and/or performance of serv
ices
which the seller attempts to
make;

(c)

recover from the seller any expenditure reasonably incurred by the purchaser in obtaining the goods
and/or services

in substitution from another supplier; and/or

(d)

claim damages for any additional costs, loss o
r expenses incurred by the purchaser which are in any way attributable
to the seller’s failure to
meet the date of delivery
.


8.2

Without prejudice to any warranties about the goods or the services implied by law, the seller warrants to the purchaser
that:

8.2.1

the goods will be delivered on
, and the services performed by,
the date of delivery in exact compliance with the order
and any specification and/or patterns supplied or advised by the purchaser to the seller forming part of the contract;

8.2.2

the g
oods will be of the best available design, of the best quality, material and workmanship, be without fault, and shall
be fit for the purpose for which the purchaser intends to use them as disclosed in the contract or for their normal
purposes if none is di
sclosed and in accordance with any sample shown to or seen by the purchaser prior to making
the order
;

8.2.3

the goods will not be affected by changes in date or time
and will accurately process date and time data
.


8.3

Without prejudice to the purchaser's
rights at law and under clause 8.1 or 8.2, the seller shall indemnify the purchaser, and
keep the purchaser indemnified, in full and on demand against all direct, indirect or consequential liabilities (all three of which
terms include, without limitation,
loss of profit, loss of business,

loss of turnover, loss of opportunity, depletion of goodwill
and like loss), loss, damages, injury, costs and expense
s
awarded against or incurred or paid by the purchaser as a result of or
in connection with:

8.3.1

any b
reach by the seller of clause 8.2;



4

8.3.2

any failure on the seller's part to perform the contract in accordance with its terms;

8.3.3

defective workmanship, quality
, design
or materials;

8.3.4

any infringement or alleged infringement of any intellectual pr
operty rights caused by the use, manufacture or supply of
the goods
(or performance of the services)
;

8.3.5

any claim made against the purchaser in respect of any liability, loss, damage, injury, cost or expense sustained by the
purchaser, the purchaser’s
employees or agents or by any customer or third party to the extent that such liability,
loss, damage, injury, cost or expense was caused by, relates to or arises from the goods
or the services
as a
consequence of a direct or indirect breach or negligent
performance or failure or delay in performance of the terms
of the contract by the seller or any claim made against the purchaser in respect of the goods or the services under the
terms of the Consumer Protection Act 1987
; and

8.3.6

any damage to all plant
, machinery, equipment and/or property belonging to the
purchaser or in which the purchaser
has an interest caused by
a breach by the seller of clause 8.2


8.4


Without prejudice to clauses 8.1, 8.2 and 8.3, but as an alternative to its remedies under cl
auses 8.1 and/or 8.3 if the seller is
in breach of clause 8.2, or any other terms of this contract (with the exception of clauses 4.2 and 8.1) the purchaser may
(whether or not any part of the goods
and/or services
have been accepted by the purchaser)
, but
subject to clause 8.5 below
:

8.4.1

rescind the order;

8.4.2

reject the goods (in whole or in part) and return them to the seller at the risk and cost of the seller on the basis that
a full refund for the goods so returned shall be paid forthwith by the se
ller;

8.4.3

at the purchaser’s option, give the seller the opportunity at the seller’s expense either to remedy any defect in the
goods or to supply replacement goods and carry out other necessary work to ensure that the terms of the contract
are fulfilled
;

8.4.4

refuse to accept any further deliveries of the goods
or performance of the services
but without any liability to the
seller;

8.4.5

carry out at the seller’s expense any work necessary to make the goods comply with the contract; and/or

8.4.6

claim s
uch damages as may have been sustained in consequence of the seller’s breach or breaches of the contract.



8.5

This clause 8.5 applies only to action contemplated under clause 8.4 above.

8.5.1

In the event that a breach of contract has occurred which is r
emediable by the seller then the
purchaser shall notify
the seller that they are in breach, and if within 28 days of the date of the notice (inclusive) the seller has not at its own
expense remedied the breach then the powers under clause 8.4 may be exerci
sed without any further delay or notice
.

8.5.2

In the event that a breach of contract has occurred which is not remediable by the seller then the powers under
clause 8.4 above may be exercised
immediately.



8.
6

Clause
8 shall continue in force notwithstan
ding the termination of the contract, howsoever that may occur.


9.

Confidentiality

9.1

The seller shall keep in strict confidence all technical or commercial know
-
how, specifications, inventions, processes or
initiatives which are of a confidential nature
and have been disclosed to the seller by the purchaser or its agents and any other
confidential information concerning the purchaser’s business or its products which the seller may obtain and the seller shall
restrict disclosure of such confidential mater
ial to such of its employees, agents or sub
-
contractors as need to know the same
for the purpose of discharging the seller’s obligations to the purchaser and shall ensure that such employees, agents or sub
-
contractors are subject to like obligations of con
fidentiality as bind the seller.
Without prejudice to the foregoing generality, i
t
shall be conclusively presumed that material which is visually marked
with or orally described as
“confidential”
(
or
comparable

terminology
)
shall be confidential informatio
n.

9.2

The seller shall not disclose the contract or the subject matter of the contract or the purchaser’s details
for any reason
whatsoever
without the purchaser’s prior written consent.

9
.3

Clause
9 shall continue in force notwithstanding the termination
of the contract, howsoever that may occur.


10.

The Purchaser’s Property

10.1

Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all
drawings, specifications and data supplied by the p
urchaser to the seller shall at all times be and remain the exclusive property
of the purchaser but shall be held by the seller in safe custody at its own risk
, clearly marked as being the purchaser’s
property
and maintained and kept in good condition by t
he seller until returned to the purchaser and shall not be disposed of
other than in accordance with the purchaser’s written instructions, nor shall such items be used otherwise than as authorised
by the purchaser in writing.

10.2

Without prejudice to Clau
se 11.3 where there are materials, equipment, tools, dyes, moulds and any other technological item
which
has been created by the seller
specifically in relation to the goods or services
ordered by the purchaser
then the
purchaser shall be deemed to have pu
rchased the intellectual property rights in respect of all such items.



5


11.

Intellectual property

11.1

Except in relation to any specification for the goods given by the purchaser, the seller shall indemnify the purchaser on
demand against any damage, los
s or expense suffered or incurred by the purchaser as a result of or arising out of any claim by
any other person that the goods or any aspect of the goods
or the services provided
breaches or infringes any patent,
copyright, design right, moral right, tra
de mark or any other intellectual property right of any other person.


11.2

Where the contract includes any specification for the goods
or services
the information for which is given by the purchaser,
then the purchaser will indemnify the seller on demand
against any damage, loss or expense suffered or incurred by the seller
as a result of or arising out of any claim by any other person that anything included in that specification breached or infringed
any patent, copyright, design right, moral right, trade
mark or any other intellectual property right. This indemnity may be
claimed by the seller only if it complies with the following conditions:

11.2.1

it gives notice to the purchaser in writing within seven days of any claim of breach or infringement by an
y person
including full details of the claim and the circumstances surrounding it;

11.2.2

it allows the purchaser to conduct negotiations and defend any proceedings on the seller's behalf and it assists and
provides all relevant
information to the purchase
r as required in connection with such negotiations and proceedings;
and

11.2.3

it does nothing to prejudice the negotiations or the defence of said proceedings.


11.3

All intellectual property (including information and data of all kinds whether subject to
statutory protection or not) created
as a result of the seller or its assignees or sub
-
contractors, undertaking work under the contract shall be the exclusive and
absolute property of the purchaser, and the seller shall take such steps as may be required
to ensure the said intellectual
property vests in the purchaser or its nominee.


12.

Termination

12.1

Without prejudice to any rights it may have (i) under any law to terminate the contract, (ii) under
the terms of
this contract
or (iii) for damages or com
pensation, the purchaser shall have the right at any time and for any reason to terminate the
contract in whole or in part by giving the seller written notice whereupon all work on the contract shall be discontinued and
the purchaser shall pay to the selle
r fair and reasonable compensation for work
-
in
-
progress at the time of termination
and
supplies reasonably purchased by the seller in connection therewith
but such compensation shall not
exceed the total price
payable had the order been completed and shall
be in full and final settlement of all claims against the purchaser for
termination under this clause
.


12.2

Without prejudice to any rights it may have (i) under any law to terminate the contract, (ii) under this contract, (iii) for
damages or compensati
on or (iv) the provisions of clause 12.1, the purchaser shall have the right
(without compensation
payable to the seller)
at any time by giving notice in writing to the seller to terminate the contract forthwith if:

12.2.1

the seller commits a material bre
ach of any of the terms and conditions of the contract; or

12.2.2

any diligence, distress, execution or other process is levied upon any of the assets of the seller;

12.2.3

the seller (being an individual, or in the case of the seller being a partnership
,
a limited partnership
or a limited liability
partnership incorporated under the Limited Liability Partnerships Act 2000, then any individual partner, individual
member or individual designated member) commits any act of bankruptcy or compounds or makes any
arrangements
with his creditors or a trustee in sequestration is appointed or the seller signs a trust deed for behoof of his creditors
or the seller becomes apparently insolvent, or otherwise takes the benefit of any statutory provision for the time
bein
g in force for the relief of insolvent debtors;

12.2.4

the seller (being a
body corporate
) becomes apparently insolvent, convenes a meeting of creditors (whether formal or
informal), or enters into liquidation (whether voluntary or compulsory) except a sol
vent voluntary liquidation for the
purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative
receiver appointed in respect of its undertaking or any part thereof, or documents are filed with the court for
the
appointment of an administrator of the seller or notice of intention to appoint an administrator is given by the seller
or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency
Act 1986),
or a resolution is passed or a petition presented to any court for the winding
-
up of the seller or for the
granting of an administration order in respect of the seller, or any proceedings are
commenced relating to the
insolvency or possible insolvency of t
he seller
;

12.2.5

the seller ceases or threatens to cease to carry on its business; or

12.2.6

the financial position of the seller deteriorates to such an extent that in the opinion of the purchaser the capability of
the seller adequately to fulfil
its obl
igations under the contract has been placed in jeopardy.


12.3

The termination of the contract, however arising, shall be without prejudice to the rights and duties of the purchaser accrued
prior to termination. The conditions which expressly or impliedly
have effect after termination shall continue to be
enforceable notwithstanding termination.





6


13.

Force Majeure

13.1

The purchaser reserves the right to defer the date of delivery or payment or to cancel the contract or reduce the volume of
the goods orde
red
or reduce the extent of the services
if it is prevented from or delayed in the carrying on of its business
due to
force majeure
, provided that the exercise of such rights are promptly informed to seller
.

13.2

The seller shall not be liable for delay i
n performing the contract caused b
y
force majeure provided that
(i)
the seller
promptly informs the purchaser of the delay (or anticipated delay)
as soon as it is known and, (ii) resumes performance as
soon as possible.

13.3

Notwithstanding the provisions
of 13.2 above, if the delay, or anticipated delay, thereinmentioned extends for a period of
fourteen (14) days or more then the purchaser may by written notice to the seller, and without any liability (except in
respect of goods already
delivered
and servi
ces performed
), cancel the contract or reduce the volume of the goods ordered
or reduce the extent of the services
.


14.

Assignation
and Sub
-
Contracting

14.1

The seller shall not be entitled to assign the contract or any part of it
, nor to sub
-
contract
any
work under the contract
,

without the prior written consent of the purchaser.


14.2

The purchaser may assign the contract or any part of it to any person, firm, partnership, corporation or company.



15.

Notices

15.1

All communications between the seller a
nd the purchaser about the contract or these conditions of sale must be in writing
in
the English language
and delivered by hand or sent by pre
-
paid first class post, facsimile transmission or email:


15.1.1

(in case of communications to
the seller) to the
address stated in the contract
or its registered office (if a limited
liability company) or such
changed address as shall be notified to the purchaser by the seller; or

15.1.2

(in the case of the communications to the purchaser) to the registered office o
f the
purchaser
(if it is a company) or
(in any other case) to
any address of the purchaser as shall be notified to the seller by the purchaser.


15.2

Communications shall be deemed to have been received:

15.2.1

if sent by pre
-
paid first class post, 2 days
(excluding Saturdays, Sundays and bank and public holidays) after posting
(exclusive of the
day of posting)

15.2.2

if delivered by hand, on the date
of delivery;

15.2.3

if sent by facsimile transmission or email on a working day prior to 4.00pm, at the ti
me of transmission and otherwise
o
n the next working day.


15.3

Communications addressed to the purchaser shall be marked for the attention of
The Managing Director
.


16.

Damage or Loss of Goods in Transit

Upon receiving notice from the purchaser that the
goods or any part thereof have been damaged, destroyed or lost in
transit, the seller shall repair or replace free of charge the goods or any part thereof damaged, destroyed or lost in transit
and due delivery of the goods shall not be deemed to have taken
place until replacement or repaired goods have been
delivered by the seller to the purchaser. The purchaser reserves the right to hold such damaged goods at the seller’s risk or
to return them at the risk and expense of the seller.


17.

Law and Regulation
s

17.1

The seller shall comply with the provisions of all Acts of Parliament and Orders and Regulations made thereunder and all
Directives and Regulations made by any competent authority of the European Union and where the purchaser shall have
advised the
seller in writing of his intention to sell
or utilise
the goods in any country outside Scotland any law, regulation or
Act having an equivalent effect thereto having general application within such country relating to goods (including any law,
regulation o
r Act imposing strict liability or product liability). Without prejudice to the foregoing generality, the seller shall
comply in particular with all such provisions relating to any hazards to health and/or safety which may arise out of the receipt,
handlin
g, use or possession of the goods.


17.2

When for any reason connected with the contract or any delivery hereunder the seller, his servants or agents, is or are on
premises of the purchaser or on a site for which the purchaser is responsible, the seller, h
is servants or agents, shall comply
with all directions given on behalf of the purchaser relating to
security, secrecy,
health and safety,
and all other reasonable
directions, and
the seller shall indemnify the purchaser of and from any claims, demands, ac
tions, proceedings, costs and
expenses arising out of any breach of this clause.



7




18.

Retention

The purchaser shall be entitled to deduct from any monies otherwise due to the seller and retain a sum of money estimated
to represent the amount of any losse
s, costs, expenses and damages for which the purchaser has incurred or may become
liable to third parties as a result of any act, omission or default of the seller under the contract until final disposal of any
claims. Any balance of retention not utilised
in settlement of claims will then be paid over to the seller.


19.

Purchaser’s
Materials

Any materials supplied by the purchaser to the seller in connection with the contract to work upon or as components to be
assembled with the goods shall be insured fo
r their full replacement value by the seller against loss or damage by any cause
until such time as they are received back by the purchaser or otherwise delivered to the purchaser’s order. Without
prejudice to any other rights of the purchaser, any such ma
terials supplied by the purchaser and lost or damaged or rendered
useless by reason of bad workmanship or error on the seller’s part or which shall fail within eighteen months from first being
put into service owing to defective workmanship shall be replac
ed by the seller at his own cost. All material supplied by the
purchaser to the seller shall remain the purchaser’s property and be held free from any lien and shall be used for the
perform
ance of the contract and for no
other purpose whatsoever without th
e purchaser’s prior written approval.


20.

Insurance

20.1

The seller shall

effect and
maintain
(i)
all insurances required by law, and
(ii)
comprehensive
general third party liability
insurance commensurate with the
value of the goods and/or services provi
ded once incorporated into the purchaser’s
products for onward sale
(and to an amount not less than that specified in the order, if any)
.


20.2

In the event that these conditions cover the hire of goods and equipment, the seller shall maintain comprehensiv
e insurance
to cover any loss or damage to the goods and equipment including loss or damage occurring owing to the action or
negligence of the purchaser.


20.3

The seller shall, if requested by the purchaser, provide free of charge copies of certificates e
videncing such insurances.


21
.

Quality Control


21.1

Part
s
I
and II
of the s
chedule
shall have effect as being incorporated herein.


21.2

Without prejudice to
any other
rights at law
,
or
under the contract whether in these conditions or otherwise, the sel
ler (and
its assignees and sub
-
contractors) shall
at any time,
on reasonable written notice:
-


21.2.1

allow the purchaser and their nominees access to the premises at which work under the contract is being
undertaken, and allow inspection and auditing of
the facilities, processes and procedures used
in performing the
contract;


2.12.2

provide data and other information to the purchaser
and their nominees
relating to the progress of work under the
contract and its quality;


21.2.3

allow the purchaser and th
eir nominees to inspect and test the goods, or any sample of the goods;


21.2.4

provide all required assistance to enable the exercise
of rights under
clause
s 2
1
.2.1 to 2
1
.2.3.


21.3

In addition to and without limitation of clause 21.2 above the seller sha
ll
give reasonable notice to
the purchaser of any and
all proposed
inspection or testing of the goods or services, and shall allow the purchaser and their nominees to attend and
witness same.


21.4

The purchaser may, if of the opinion that the goods and/or
services do not conform or are unlikely to conform with the
order or to any specifications and/or patterns supplied or advised by the purchaser to the seller, notify the same to the seller.
If the seller does not remedy such deficiency forthwith to the pu
rchaser's satisfaction, the purchaser may cancel the contract
(without compensation due to the seller), reserving any claim it may have for damages.
For the avoidance of doubt, no
inspection, testing, auditing etc. under clause 21 shall imply acceptance of
the goods or services.



2
2
.

Miscellaneous

2
2
.1

No waiver by the purchaser of any breach of this contract shall bar the purchaser from taking steps in respect of any
subsequent breach of this contract by the seller.




8

2
2
.2

If any provision of the contract
is found by any court, tribunal or administrative body of competent jurisdiction to be wholly
or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity,
voidness, voidability, unenforce
ability or unreasonableness, be deemed severable and the remaining provisions of the contract
and the remainder of such provision shall continue in full force and effect.


2
2
.3

Each right or remedy of the purchaser under the contract is without prejudice t
o any other right or remedy of the purchaser
whether under the contract or not.


2
2
.4

Failure or delay by the purchaser in enforcing or partially enforcing any provision of the contract shall not be construed as a
waiver of any of its rights under the cont
ract.


2
2
.5

The seller irrevocably agrees:
-


22
.5.1

that if the purchaser takes legal action against the seller or any of its assets, the seller will not claim immunity against
the legal action or the carrying into effect of any judgement in that action;


22
.5.2

to repudiate any right of immunity which it or its assets have now or may have in the future, insofar as it does or may
at any time relate to (i) the contract, and/or (ii) delictual liability relating to goods or services provided under the
contract
, and (iii) matters ancillary to (i) and (ii);


2
2
.5.3

consents to any remedy or judgement which may be given during the course of any legal action that the
purchaser may
take against the seller.


22
.6

The seller agrees that the order contains the complete
and entire understanding between the purchaser and the seller on the
subject matter of the order and supersedes any and all oral and written agreements, understandings or the like relating to the
subject matter of the order; provided that this clause shal
l not exclude liability for fraudulent misrepresentation.


2
3
.

Governing Law and Jurisdiction

The contract shall be governed by Scots law and the purchaser and seller submit to the non
-
exclusive jurisdiction of the
Scottish Courts.




9

This is the Schedule r
eferred to in the foregoing Aerospace Machining Technology Terms and Conditions of Purchase.


Part I

Quality of Work


1.

The seller shall be subject to all reasonably applicable quality standards (in addition to those expressly indicated in the order) which
may include,
but shall not be limited to, any of the following:
-


1.1.

The seller shall ensure that the order is carried out in conformity with the quality requirements of the seller’s quality approval with the
purchaser.

1.2.

The goods shall be subject to inspecti
on by the purchaser on receipt.

1.3.

The goods are subject to surveillance by the seller’s National Quality Assurance Representative (NQAR) or National Quality Assurance
Authority
(NQAA). When Government Quality “re
-
assurance” is required, the Certificate of Co
nformity shall also be signed by the seller’s
NQAR.

1.4.

Inspection, documentation and release of the goods shall conform to the requirements of “DEF Stan 05
-
61 (Part 7)”. Certificates of
conformity shall be
endorsed “Independent Quality Assurance carried out”
and shall be stamped, signed and dated by the seller’s
NQAR
.

1.5.

The seller shall ensure that the order is carried out in conformity with its BS9000 System Approval.

1.6.

The seller shall ensure that the order is carried out in conformity with the quality requireme
nts of its ISO 9000 series registration.

1.7.

Exceptional arrangements determined by the purchaser’s Quality Manager/Chief Inspector are as shown on the face of the order.









10

Schedule, Part II

Record Retention


1.

The seller shall take all
necessary
steps
to generate
and
maintain
records and data relating to all inspections and tests
performed
on the goods and/or the services.
Without prejudice to the foregoing generality:
-

1.1

t
he records and data shall be appropriate to the tests and inspections
performe
d;


1.2

t
he records and data shall be in sufficient detail so as to allow complete verification and evaluation of the goods and/or
services, including
(
without limitation
)
allowing
(a)
full
traceability of the goods, and (b) the operation of an effective p
roduct
recall system;

1.3

a
ll handwritten records shall be in good quality ink
;

1.4

correction fluid, correction tape, or the like shall not be applied to any record;
and

1.5

sufficient safeguards shall be maintained to preserve the integrity of the record
s and data,
facilitate retrieval,
and prevent
their

loss
.


1.5.1

I
n the case of
principal
records and data stored by electronic media, safeguards to be taken shall include a back
-
up
copy of the records and data in a location physically separate from the pr
inc
ipals, and
for the avoidance of doubt

physically separate shall not include any copies on the same hard disc drive (‘HDD’) whether the HDD is partitioned
or not.


1.5.2

In the case of principal records and data not stored by electronic media safeguards
to be taken shall include storage in
a facility with an environment suited the retention of records for an adequate period.


2.

There shall be two
specific
categories of
records and data, namely (a) Category 1, and (b) Category 2.

2.1

Category 1 records a
nd data comprise:
-


2.1.1

product release certification;


2.1.2

records of testing and/or inspection (including, without limitation, test certificates,
route cards, and batch records)
which bear serial numbers of the goods and are required for traceability
purposes as commonly accepted.

2.2

Unless otherwise
agreed by the purchaser, Category 1 records and data shall be retained for not less than 10 years from the
date of delivery
or, if later, the date of completion of the record/data
.

2.3

Category 2 records
and data comprise:
-


2.3.1

all records and data certified by inspection and/or test stamps which do not fall within Category 1 as defined above.

2.4

Unless otherwise agreed by the purchaser, Category 2 records and data shall be retained for not less than
5 years from the
date of delivery
or, if later, the date of completion of the record/data
.

2.5

Unless otherwise agreed by the purchaser, records and data not falling within Categories 1 or 2 shall be retained for not less
than 2 years from the date of deli
very or, if later, the date of completion of the record/data.


3.

Within
the
appropriate
period specified for retention in
clause
2 of this schedule the following
further
conditions shall be
complied with.

3.1

Principal records and data shall not be transf
erred from medium to medium without the prior written consent of the

purchaser
.
S
uch consent will not be unreasonably withheld where the transfer is to any of the following forms, namely:
-


3.1.1

microfiche or microfilm;


3.1.2

cd
-
rom, dvd
-
rom, or hard dis
c drive;


3.1.3

media equivalent
to 3.1.1 and 3.1.2 above.

3.2

A transfer of records or data
must provide an accurate
and complete
copy of the principal records.

3.3

The tran
sferred records and data shall
continue to be retained for as long as they would h
ave been so retained had they not
been transferred.

3.4

The transferred records and data must be
kept in a format which will be
easily retrievable for at least as long as the longest
retention period applicable to any part of the transferred records and da
ta.

3.5

This
clause 3
does not prohibit the
seller at their own instance
making of copies of principal records and data provided that
in so doing the principals are not destroyed and there is no loss of records and/or data.

3.6

T
he purchaser shall have the
right at their sole discretion:
-


3.6.1

on reasonable prior notice,
but

at no

cost,

to
inspect and take copies of the records and data
;


3.6.2

at the reasonable cost of postage only,
to have copies
of the records and data
transmitted to them in a legible
form

and within a reasonable time; and


3.6.3

on reasonable written notice to have principal copies of the records and data

uplifted by or sent to them, at the
reasonable cost (if any) of postage only.

3.7

The purchasers shall
have
all necessary assistanc
e and facilities extended to them in exercise of their rights under clause 3.6
of this part of the schedule
.