1. Definition
The Buyer, is VES Precision and the Seller is the person, firm or company, to whom this Order is addressed.
2. Acceptance
The Seller shall within seven days of the receipt hereof give written notice that he accepts this Order and such written notice shall constitute acceptance by the Seller of all the terms and conditions contained herein. There are no agreements, conditions or warranties other than those contained in this order.
3. Picking Slips and Advice Notes
A Packing Note quoting the Order Number appearing on the Order Form must be sent will all goods or materials to the place of delivery and a duplicate of the Packing Note must be posted immediately to the Buyer by way of Advice Note.
4. Inspection
The Buyer reserves the right to reject any goods or raw or finished materials which are proved on inspection or in the course of processing to be faulty in quality or construction or which do not come up to the standard required. Rejected goods or materials will, at the discretion of the Buyer, either be returned at the Seller’s expense and risk or held by the Buyer against the Seller’s disposal instructions and at the Seller’s risk and expense. All goods shall be subject to the Buyer’s inspection within a reasonable time after delivery, irrespective of date of payment thereof.
5. Cancellation
In case of failure by the Seller to deliver within the stipulated time or failure to comply with the conditions hereon, the Buyer reserves the right to cancel the whole or any part of the Order. Likewise if the Buyer is prevented from taking delivery by any Act of Parliament, government regulations, strike, lockout, fire or other contingency beyond the control of the Buyer, the Buyer may cancel the Order in whole or in part.
6. Tools etc.
All Patterns, Drawings, Dies, Tools and jigs etc. supplied or paid for by the Buyer shall remain the Buyer’s property and be returned to the Buyer in good condition upon demand. Such Patterns, Drawings, Dies, Tools and Jigs etc. shall not be used in production manufacture or design of any goods or materials other than those contracted for herein or pursuant hereto.
7. Exclusive Manufacture
The Seller will not either during the period of this Contract or at any time thereafter:-
(a) Manufacture or procure to be manufactured otherwise than for the Buyer any goods or materials to designs or specification provided by the Buyer.
(b) Disclose to any person, firm or company any manufacturing process or trade secret in connection therewith or any information relating thereto.
8. Patents and Designs
The Seller warrants that the sale or use of goods or materials hereby ordered or supplied pursuant hereto will not infringe any United Kingdom or foreign patent and undertakes to indemnify the Buyer against all Judgements, decrees, order, damages, costs and expenses arising out of any infringement or alleged infringement including all costs and expenses of an incidental nature to the defence of legal proceedings in connection therewith.
9. Sub-Contracting
The Seller will not sub-contract any order or part of an order without the prior written consent of the Buyer. Where such consent is given, the Seller will obtain the agreement of the Seller’s sub-contractor(s) to conditions similar in terms to conditions 5, 6, and 8 hereof. The Seller will, at the Seller’s expense, enforce such conditions by legal proceedings if so requested by the Buyer. The Seller will prohibit such sub-contractor from further delegating performance of the Seller’s order.
10. Advertising
The Seller will not without first obtaining the written consent of the Buyer, in any way whatsoever advertise or publish the fact that the Seller has contracted to supply to the Buyer the goods or materials herein mentioned.
11. Carriage
All materials and goods must be delivered carriage paid at the Seller’s expense to the Buyer’s address or to such other address as may be specified on the Order, and the property ‘n the goods shall pass to the Buyer on this acceptance of such goods at such address. The Buyer will not accept goods delivered other than those properly ordered on the Buyer’s official Order Form.
12. Government Contract
When the Buyer requires goods to enable them to fulfil a contract with a Government Department and the Order for such goods expressly discloses that fact to the Seller and identifies the Contract, then if that Contract contains any rules regulations conditions or instructions (hereinafter referred to as contract clauses) relating to the fitness of such goods for any particular purpose or the right of such department to determine or vary such contract in any particular set of circumstances or under any particular conditions then such contract clauses shall be and they are hereby incorporated into these conditions as if the same had been repeated herein seriatum and with such variations only as the Contract shall require for the true construction thereof.
13. Property in Goods Supplied by Buyer
The property in goods or materials supplied by the Buyer to the Seller for the purpose of processing or repair for the Buyer shall remain in the Buyer who may retake possession thereof at any time without notice wherever the same may be. Such goods or materials so supplied by the Buyer are hereinafter referred to as the Buyer’s property’.
14. Indemnification
The Seller hereby agrees to indemnify the Buyer against loss of or damage to the Buyer’s property during the time it is in the Seller’s possession custody or control. During such time the Seller shall adequately insure the Buyer’s property in the name of and for the benefit of the Buyer at the Seller’s expense with a reputable insurance Company against loss or damage arising from any cause whatsoever and shall produce to the Buyer on demand the policies of such insurance and the receipts for the premiums paid thereon.
15. Prices
The prices terms and other items specified on this Order shall not be changed except upon the written author’: y of a duly authorised official of the Buyer. In the event of the terms of payment in respect of this Order being on a ‘time and material’ or ‘cost plus’ basis, or in the event of the Buyer agreeing to any variation in the price as stated in this Order pursuant to any escalator clause or otherwise, the Seller shall at the request of the Buyer, produce to the Buyer’s authorised representatives all relevant Wage Sheets, Vouchers, Bills, invoices or other documents necessary to verify any or all of the charges made. The Buyer will not be liable to pay any part of the increases in price, transportation costs, duty, exchange rates or other items which affect the cost to the Buyer of the articles herein contracted for any which arise after the time for delivery specified herein unless such increases are due to instructions given to the Buyer.
16. Law
This contract shall be construed and operate in accordance with English Law and the Supplier hereby admits to the jurisdiction of the English Courts.
17.
In placing this Order with you the Buyer would draw your attention to the regulations and conditions contained in Section 6 of the Health & Safety at Work Etc. Act, 1974.
18.
Any Contractor, Sub contractor or anyone working or providing a service on the Buyer’s premises must make themselves aware of all safety rules and regulations as laid down by the Buyer and shown in the booklet “Safety Rules for Contractors, Sub contractors and Their Employees”. This booklet will be made available prior to your commencing work in or on the Company premises or already in your possession.
19.
In the event of there being any conflict between the Seller’s Conditions of Sale and these conditions then unless any departure therefrom shall have been agreed by both parties in writing these conditions shall prevail.
20.
Right of access by the Company, their customers and regulatory authority to all facilities on Aerospace purchase orders and to all applicable records.
21.
Ensure that persons are aware of:-
a) Their contribution to product or service conformity and to product safety
b) The importance of ethical behaviour
