HR Smith(TD) Ltd Purchasing Terms & Conditions

CONDITIONS OF PURCHASE

1.DEFINITIONS

1.1 The Company means HR Smith(Technical Developments) Limited.

1.2 The Supplier means the company firm or other legal person to whom the order is issued.

1.3 The Order means the Company's order to the Supplier in respect of the Goods.

1.4 The Goods means the goods and/or services specified in the Order or to be provided by implication in its fulfilment and includes all parts and components of such goods.

1.5 The Contract means any contract for the purchase of the Goods by the Company from the Supplier and shall incorporate the Order any specifications drawings or conditions referred to in the Order the conditions set out below and all terms and conditions implied by law.

1.6 The Conditions" means these printed terms and conditions.

2. EXISTENCE OF CONTRACT

2.1 The Order is liable to cancellation unless accepted by the Supplier within ten working days of the date of the Order. Acceptance shall be by means of any written acknowledgement whether or not it seeks to impose new conditions or by delivery of the Goods.

2.2 The Conditions shall be incorporated into the Contract to the exclusion of any terms or conditions stipulated or referred to by the Supplier.

2.3 No variations or amendments of the Contract shall be binding on the Company unless confirmed by it in writing signed by a Director.

3. TERMS OF PAYMENT

The Supplier shall

3.1 On despatch of the Goods or completion of any work send detailed Advice Notes (which shall accompany the Goods) and Invoices in which V.A.T. will be shown as a strictly net item.

3.2 By the Fifth day of each month send to the Company a Statement of all Invoices rendered during the previous month quoting the number of the Company's Order thereon.

3.3 Terms of payment are cash net on the last day in the second month following the month of the delivery of the Goods unless otherwise agreed in writing by a Director of the Company.

3.4 Without prejudice to any other remedy the Company may delay payment if the Supplier fails to comply with the provisions of Condition 3.1.

4. DELIVERY

4.1 Time shall be of the essence of the Order unless otherwise agreed signed in writing by a Director of the Company.

4.2 The Supplier shall where appropriate adequately pack and protect the Goods against damage and deterioration and deliver them to the place or places specified in the Order or as the Company directs not earlier or later than the time or times specified in the Order for delivery.

4.3 The Supplier shall provide the Company with such programmes of manufacture or completion as the Company may require and shall promptly advise the Company of any likelihood of delay to such programmes.

4.4 Unless otherwise specified in the Order, delivery of the Goods shall be effected by the Supplier at its own risk and expense at the place or places and on the date or dates specified in the Order.

4.5 In the event of the Goods not being delivered on the date or dates specified in the Order the Company reserve the right to cancel the Order pursuant to these Conditions.

5. INSPECTION

5.1 The Company's representative and any representatives of the Company's purchaser and any Government department shall be entitled on the Company's authority to inspect or test the Goods at any reasonable time on the premises of the Supplier or where applicable or at the place where any works forming part of the Goods are being performed.

5.2 The Supplier shall give adequate notice of all tests and furnish such Test Certificates as the Company requires.

5.3 No inspection or test or failure to inspect or test shall constitute acceptance of the Goods or affect any liability of the Supplier under the Contract and if the Company does not itself inspect or test the Goods it shall be deemed to rely on the skill and judgement of the Supplier in inspecting and testing the same.

6. PASSING OF PROPERTY

6.1 The property in the Goods and all tools and materials to be used exclusively in production of the Goods shall pass to the Company as soon as they are allocated by the Supplier to the Contract and in all documents of any kind including drawings design Test Certificates Certificates of Quality and manual as soon as they are prepared or obtained by the Supplier. The Supplier shall clearly mark and store all such items so that they can be identified as the property of the Company and comply with all instructions of the Company with regard to them.

6.2 Notwithstanding the passing of property risk in the Goods shall not pass to the Company until delivery.

7. FREE ISSUE

7.1 All materials including without limitation any drawings patterns gauges samples and specifications made available by the Company in connection with the Contract shall be and remain the property of the Company. The Supplier shall:

7.2 Keep those materials in good order and condition and be responsible for any loss or damage to them.

7.3 Use those materials only for the purpose of the Contract.

7.4 Return those materials carriage paid to the Company upon the Company's request at any time or if no request is made upon completion of the Contract.

8.TERMINATION AND REJECTION

8.1 If the Supplier defaults in any of its obligations under the Contract becomes insolvent has a Receiver or Administrative Receiver appointed of its business or is compulsorily or voluntarily wound up or if the Company bona fide believes that any of such events may occur the Company shall be entitled at its discretion without prejudice to any other remedy to suspend the performance of or terminate the Contract and in the event of termination to keep or take possession of any goods or of any items belonging to the Company and to enter any premises of the Supplier for that purpose.

8.2 If any Goods do not conform to the Contract on any grounds at all including without limitation by reason of quality of being unfit for the purpose for which they are required the Company shall be entitled at its discretion without prejudice to any other remedy to exercise any one or more of the following rights:

8.2.1 Reject the Goods in whole or in part.

8.2.2 Permit the Supplier to replace repair or reinstate the Goods so that they conform to the Contract and

8.2.3 Carry out or have carried out at the Supplier's expense such work as is necessary to conform the Goods to the Contract.

8.3 If the Company terminates the Contract the Supplier shall return to the Company all payments made and if the Company rejects any Goods the Supplier shall return all payments already made for the rejected Goods. Whereupon termination the Company elects to keep or take any Goods it shall account to the Supplier for them at a proportion of their price or their value to the Company whichever is less but otherwise no compensation shall be payable to the Supplier on termination or rejection.

8.4 No failure or delay on the part of the Company to exercise any of its rights in respect of any default under the Contract by the Supplier shall prejudice its rights in connection with the same or any subsequent default and in particular (but without prejudice to the generality hereof) a reasonable time shall be permitted for the Company its purchaser and any Government department to examine the fitness of the Goods in the context of the circumstances for which the Goods are required.

9.WARRANTY

The Supplier shall at its own expense make good any defects which appear in the Goods during a period beginning on their delivery and ending eighteen months after their delivery use or other defects period stipulated by the Company in the Order.

10. INDEMNITY

10.1 The Supplier shall at all times insure the Goods to their full value while they are in its possession.

10.2 The Supplier shall be at all times adequately insured with a reputable insurer against all insurable liability under the Contract to the Company.

10.3 The Supplier shall indemnify the Company against any loss damage or injury to the Company, any claim in respect of loss damage or injury made against the Company by third parties and any costs and expenses arising in connection with them which result from the Supplier's failure to comply with the Contract (whether negligible or otherwise) and in particular resulting from any defect in the Goods or their materials construction workmanship or design for any claim that any Goods prepared or supplied under the Contract otherwise than exclusively in accordance with the design or instruction given by the Company infringe or are alleged to infringe the rights of any third party claimed under or in connection with any patent registered design copyright or breach of confidence.

11. DESIGN

11.1 The Goods and copyrights designs drawings and other documents prepared in connection with the Order or the Contract or supplied by the Company shall belong to the Company.

11.2 The Supplier shall use those documents only for the purposes of the Contract and shall return them carriage paid to the Company on the Company's request at any time or if no request is made upon completion of the Contract.

11.3 The Contract and its subject matter are confidential and shall not be disclosed or used for any purposes not specifically authorised by the Company in writing signed by a Director of the Company.

12. STATUTORY AND OTHER REQUIREMENTS

The Supplier undertakes that the Goods are safe and without risk to health when properly used and comply in all respects with all relevant statutes regulations and standards in force at the date of delivery including without prejudice to the generality of the foregoing the standards and requirements of the Ministry of Defence or any other Government department applicable to the Goods.

13.ASSIGNMENT AND SUB-CONTRACTING

The Supplier shall not without the written consent signed by a Director of the Company assign transfer or sub-contract the Order to any third party.

14.WAIVER

No admission act or omission made by the Company or on its part during the continuance of the Contract shall constitute a waiver of or release the Supplier from any liability under any of its terms.

15. FORCE MAJEURE

15.1 The Company shall not be liable to the Supplier for failure to accept delivery of the Goods resulting from any breakdown of plant or apparatus fire explosion accident strike lock-out or any other event or cause beyond the Company's control.

15.2 If the Supplier fails to perform any part of this Contract by reason of any event or cause specified in paragraph 15.1 the Company may at its discretion suspend or cancel delivery of the Goods and/or the performance of this Contract without any liability to the Supplier for payment.

16. PROPER LAW

16.1 The Contract shall be governed by English Law and the Supplier hereby consents to the exclusive jurisdiction of the English Courts in all matters regarding the Contract except to the extent that the Company invokes the jurisdiction of the Courts of any other country.

16.2 The headings of the Conditions are for convenience for reference only and shall not affect their interpretation.

17. NOTICES

Any notice to be given under the Contract shall be in writing and telexed sent by facsimile transmission or forwarded by first class pre-paid post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the telex or facsimile transmission or on the day following that on which the notice was posted.


ADDITIONAL TERMS AND CONDITIONS FOR AEROSPACE SUPPLIERS

You as a supplier to HR Smith (Technical Developments) Ltd agree to comply with the additional terms and conditions listed below with respect to any product or services provided to HR Smith (Technical Developments) Ltd. These terms and conditions are in addition to HR Smith (Technical Developments) Ltds standard terms and conditions of purchase.

CERTIFICATE OF CONFORMANCE. A Certificate of Conformance must be submitted with each shipment indicating that the requirements of the Purchase Order and any applicable drawings/specifications have been met. All product must be identified and labelled and must be traceable to and linked to the Certificate of Conformance. The Supplier must retain any records for product and process pertaining to each order and that they remain legible and easily retrievable. Records are to be retained for at least 7 years.

SUB-TIER SUPPLIER FLOW-DOWN REQUIREMENTS. The Supplier may not outsource or subcontract any product, component, service or other work for or on behalf of HR Smith (Technical Developments) Ltd to any sub-tier supplier without the prior written approval of HR Smith (Technical Developments) Ltd. The Supplier must flow down to the agreed sub-tier supplier any applicable requirements, including customer requirements but not limited to requirements in any purchase order or other purchase document issued by HR Smith (Technical Developments) Ltd

RIGHT OF ACCESS. The Supplier agrees to right of access to HR Smith (Technical Developments) Ltd, its customers and regulatory authorities at the Supplier's premises when warranted to assure product conforms to the requirements of the Purchase Order. The Supplier shall provide HR Smith (Technical Developments) Ltd, its customers, regulatory authorities access to all of Supplier's facilities and records where required.

NONCONFORMING PRODUCT AND MATERIALS. The Supplier must ensure that any non-conforming product is identified and controlled to prevent its entry into the supply chain. If at any time the Supplier becomes aware that any shipped product or material is nonconforming the Supplier must notify HR Smith (Technical Developments) Ltd by telephone immediately and promptly confirm in writing. All nonconforming product must be investigated. The report shall include root cause analysis and implementation of effective corrective actions. The Supplier must obtain HR Smith (Technical Developments) Ltd's written approval with instruction to the disposition of any nonconforming products or materials.

PRODUCT, PROCESS OR LOCATION CHANGES. Any changes in your product, manufacturing process or site of manufacture shall require prior written approval of HR Smith (Technical Developments) Ltd.