These conditions shall apply to any Contract between Applied Automation (UK) Limited, Concept House, Eastern Wood Road, Langage Industrial Estate, Plymouth, Devon, PL7 5ET (“The Buyer”) and any person, firm or company (“The Seller”) on whom the Buyer places an Order for the manufacture and/or supply of goods and/or services (“The Goods”).

1. CONDITIONS

1. These conditions shall form the basis of the Contract between the Buyer and the Seller. Alternative conditions contained in the Seller’s quote, invoices, acknowledgements etc. shall be of no effect unless otherwise agreed by the Buyer in writing.
2. Seller’s acknowledgement, acceptance of payment or commencement of performance shall constitute Seller’s unqualified acceptance of this Contract.
3. The Standard Terms and Conditions shall be supplemented by such additional terms and conditions as the Buyer may specify on the face of the Order or in any appendix thereto.

2. GENERAL

1. The Seller’s Order Acknowledgement shall reach the Buyer within two (2) days of the date of order.
2. The Buyer shall not be liable for any Goods delivered or work carried out by the Seller on verbal instructions only.
3. Without the Buyer’s prior consent in writing no maker’s name nor marks are to appear on Good’s supplied.

3. DOCUMENTATION

1. All correspondence must quote the Buyer’s Order Number.
2. Invoices and Statements shall show separately the V.A.T. rate, the amount charged and the Seller’s Registration Number and is sent to the Accounts Department, Applied Automation (UK) Limited, Concept House, Eastern Wood Road, Langage Industrial Estate, Plymouth, Devon, PL7 5ET
3. A Delivery/Advice Note shall accompany the Goods, unless otherwise instructed on the Order. Each Delivery/Advice Note should state clearly our Order Number, the nature and the quantity of the Goods and how and when they were dispatched.
4. All consignments shall include a packing note and, where requested, a Certificate of Conformity, each of which shall show the Order Number, a full description of contents and part number(s) as shown on the face of the Order.

4. SPECIFICATION

1. The Seller shall give the Buyer written notice of any proposed change in the specification of the Goods (“the Specification”). The Buyer shall be free to reject any such change and insist on supply to the original Specification.
2. The Buyer reserves the right, by written notice, to require changes in the Specification subject to agreement on the fair and reasonable effect on price and delivery.

5. DRAWINGS & TOOLING

1. Drawings and Tooling are only to be used for the purpose intended on the Purchase Order and remain the property of the Buyer Any orders that are sub-contacted out to a third party must have written consent from the Buyer prior to being issued to the sub-contractor.

6. DELIVERY

1. The Delivery Date shown on the face of the Order is defined as the date at which the Goods shall be delivered to the Buyer’s nominated address.
2. In the event that the Seller shall fail to meet the delivery requirement, he shall adopt, at his own expense, such special delivery arrangements as the Buyer may direct. Any such special arrangements shall be without prejudice to the Buyer’s rights under the Contract.
3. Goods shall be packaged in such a way as to survive transit to destination, avoid pilferage, distortion, contamination or other damage. The Seller shall effect such insurance as shall be necessary, to ensure compliance with this requirement. If Buyer supplied packaging is provided, labelling and packing instructions will be provided.
4. Deliveries may be requested directly to customer’s premises, which will be specified on the face of the Order.
5. Orders must not be delivered earlier than the month intended on the Purchase Order. Any Orders delivered in the previous month of desired delivery date will be rejected or payment held until original due date.

7. DELAYS IN DELIVERY

1. The Seller shall be required to inform the Buyer of any impending delay in delivery, stating the reasons and the expected duration of the delay.
2. Where a consignment is subject to delay, the Buyer can demand the immediate fulfilment of the Order/Contract, or it can withdraw from the Order/Contract without affecting Applied Automation’s statutory rights. In any case, the Seller shall be liable for financial damages resulting from the missed deadline. The unconditional acceptance of a consignment delay does not constitute a waiver by Applied Automation of the claims it may have as a consequence of the late delivery.

8. FORCE MAJEURE

1. If, by reason of Force Majeure (including without limitation, an act of God, natural disasters, fire, flood, explosions or earthquakes, any act of the Government of the Buyer or Seller, war, insurrection or riots, strikes and lockouts), the Seller is delayed in performing any obligation pursuant to the terms of the Order, it shall immediately give written notice to the Buyer of any claim it wishes to make for an extension of time for completion of the relevant obligation.
2. The written notice shall include details of: -
      a) the cause and extent of the delay;
      b) those contractual obligations that have been affected by the delay; and
      c) proposals for minimising the delay, including alternative arrangements. The Buyer shall allow the Seller a reasonable extension of time for completion of the relevant obligation, if satisfied that the delay has been caused by a Force Majeure event and accepts it would be unreasonable to expect the Seller to perform within the time required by the Order.
3. The Seller shall not be entitled to any extension of time: -
      a) where the Seller has failed to use all reasonable endeavours to prevent or minimise any delay arising from the Force Majeure event; and
      b) in the case of strikes and fire, where the Seller or its Sub-Contractor has failed to use all reasonable endeavours to prevent the occurrence of the event itself; and
   
4. In the event that the performance of the Order by the Seller should be delayed for a period in excess of three (3) calendar months for reasons beyond the Seller’s control, the Buyer shall be entitled to terminate the Order forthwith. The Buyer, on payment of costs reasonably and properly incurred by the Seller, shall be entitled to take over all stocks, work in progress and finished Goods not yet delivered, which may be in the possession of the Seller and which may have been acquired or manufactured in the performance of the Order.

9. PRICES

1. All quotations whether written or verbal shall be fixed and firm, inclusive of all tax and duties and shall remain open for acceptance for ninety (90) days or such other period as the Buyer may specify.
2. All prices shall include the cost of packaging and delivery to the Buyer’s nominated address.
3. The Buyer shall not be liable for any costs incurred by the Seller not included in the Seller’s tender or quotation.
4. In the event that Goods returned to the Seller, in accordance with Clauses 14 or 18, are made the subject of a Credit Note by the Seller, the replacement Goods shall be charged at the original price shown on the face of the Order.

10. INVOICES

1. i) Unless otherwise requested by the Buyer, invoices shall:
      a) be rendered separately for each delivery;
      b) cover not more than one order;
      c) state clearly our Order Number on the front of the order

11. PAYMENT

1. The Buyer shall pay for the Goods by BACS on sixty (60) days from end of month, unless otherwise agreed in writing by the Buyer.
2. Payment by the Buyer, in accordance with such terms, shall not constitute any admission by the Buyer as to satisfactory performance by the Seller of his obligations hereunder.
3. Where the method of payment between the Seller and the Buyer is by cheque via the postal system: The risk of the cheque will pass upon delivery by the Buyer to a postal authority and the Seller shall upon such delivery be deemed to have received payment.

12. PACKAGES

1. Unless otherwise provided for in the Order, all containers (including packing cases, boxes, tins, drums and wrappings) supplied by the Seller shall be considered as non-returnable and their cost having been included in the Contract Price.

13. PASSING OF PROPERTY, RISK AND TITLE

1. Title and Risk in the Goods shall pass to the Buyer on delivery, but without prejudice to the Buyer’s right of rejection.
2. In the event that the Goods are rejected by the Buyer in accordance with Clause 14 or are returned to the Seller in accordance with Clause 18, risk therein shall immediately revert to the Seller.

14. REJECTION

1. The Buyer may, by written notice to the Seller reject the Goods if the Seller is in breach of any condition of the Order and the Seller has not remedied such breach after twenty-eight (28) days’ notice in writing. Thereupon and without prejudice to the Buyer’s rights to damages or to repudiate the Order, the Seller shall deal with the Goods in such manner as the Buyer may reasonably direct.
2. In the event that the Buyer shall give the Seller the opportunity to inspect the Goods before return, such inspection shall take place within seven (7) days of notification of such opportunity.
3. Goods rejected in accordance with sub-clauses i) and ii) hereof, shall be returned to the Seller at the Seller’s expense.
4. All Goods returned in accordance with the foregoing, will be followed with a Returns Note/Order.
5. We reserve the right to claim from the Seller the costs incurred by Applied Automation of rectifying any defects to Good’s supplied to an Order due to faulty design by the Seller or faulty workmanship or the use of faulty materials where the parts are delivered late and are required so urgently that it would be impracticable to return them to the Seller’s premises for rectification.

15. SUB-CONTRACTING

1. The Seller shall not assign or sub-contract any part of the Order (except as in the everyday running of the business) without the written consent of the Buyer.
2. Any sub-contract placed in accordance with the foregoing shall be restricted to Sellers whose Quality Assurance Organization has been approved to a standard not less than that of the Seller shown on the face of the Order.
3. All sub-contracts placed by the Seller in aid of the Contract shall conform with the Quality Requirements stated on the face of the Order.

16. HEALTH AND SAFETY

The Seller warrants that:

1. In the performance of the Contract he will comply with the duties imposed on him by the Health & Safety at Work Act 1974 or any amendment thereto or re-enactment thereof and of all other statutory provisions, by-laws, rules and regulations, so far as they are applicable to the Goods and perform the Contract so that no liability is incurred by the Buyer under such statutory provisions, by-laws, rules and regulations.
2. Goods will be supplied with all necessary safeguards, warnings and devices sufficient to comply with statutory requirements from time to time in force.

17. INTELLECTUAL PROPERTY RIGHTS

1. Where the Contract is for the design, development or modification of Goods, all rights in such design, development or modification shall vest in the Buyer, including but not limited to, Copyright in any drawings produced in relation thereto.
2. The Seller shall prepare any drawings and specifications in such format as the Buyer shall specify and shall clearly mark such drawings and specifications and any copies of either, that Copyright vests in the Buyer.

18. WARRANTY

1. All conditions, warranties and undertakings on the part of the Seller and all rights and remedies of the Buyer, expressed or implied by Common Law or Statute, shall apply to this Contract.
2. The Seller warrants that the Goods shall be of first class quality and shall be supplied strictly in accordance with the quantities, specifications and stipulations contained in the Contract and that all work and services performed by the Seller shall be in accordance with best practice.
3. The Seller warrants that the Goods supplied shall conform to description and specifications and will be free from all defects in material and workmanship, and fit for the purpose for which they are required by the Buyer. The Seller confirms that all statements and representations made in respect of the Goods prior to the Buyer’s Order, will be true and accurate at the date of the Buyer’s Order and the Buyer hereby confirms reliance upon such warranties, statements and representations by the Seller.
4. The Buyer shall notify the Seller of defective or damaged Goods or faulty workmanship that come to their attention and the Seller shall instruct the Buyer with regard to the disposal, storage or return of such Goods or necessary rectification of workmanship, as the case may be, within fourteen (14) days thereof. If the Seller fails to do so, then all such matters shall be at the discretion of the Buyer and all costs and expenses incurred in respect thereof shall be borne by the Seller.
5. Notwithstanding and without prejudice to the preceding sub-clauses of this Clause 18, the Seller shall be responsible for making good (including the cost of delivery) as soon as practicable, any defects or damage in the Goods, due to faulty design material or workmanship or any act or omission of the Seller, which arises during the period of eighteen (18) months from the date of delivery to the Buyer or twelve (12) months from the date of delivery of the Buyer’s end product to its customer whichever is the sooner.

19. INDEMNITY

1. The Seller shall indemnify the Buyer against all losses, costs, claims and expenses arising from: -
      a) any personal injury or damage to property caused by the Seller, his servants or agents or by the Goods otherwise than where such injury or damage is caused by the Buyer’s negligence; and
      b) any infringement of any letters patent, registered design, trade mark, copyright or any other intellectual or industrial property right relating to the Goods, otherwise than where such infringement relates to a design or instruction furnished by the Buyer. In the event of such claim the Seller shall, at his expense and at the Buyer’s option, either make the Goods non-infringing or replace them with compatible non-infringing Goods.
   
2. The Buyer shall promptly notify the Seller of any claim falling within the scope of this Clause and the Seller shall be entitled, at his own expense, to conduct any litigation arising therefrom and any negotiations for the settlement thereof. The Buyer shall, at the Seller’s request and expense, assist the Seller in defending or settling any such claim.
3. The indemnities in this Clause shall be in addition to that in Clause 16.

20. TERMINATION

This Clause applies if: -

1. the Seller makes any voluntary arrangement with his Creditors or becomes subject to an Administration Order (being an individual), becomes bankrupt or (being a Company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
2. an encumbrance takes possession or is appointed of all or any part of the assets or undertaking of the Seller; or
3. the Seller commits any breach of his obligation under the Contract and fails to rectify such breach within twenty-eight (28) days of receipt of a notice in writing from the Buyer requiring remedy; or
4. the Seller ceases or threatens to cease to carry on business; or
5. the Buyer reasonably apprehends that any of the events mentioned above are about to occur in relation to the Seller and notifies the Seller accordingly. Without prejudice to any rights or remedies to which it may be entitled, the Buyer may terminate the Contract forthwith without liability and, where applicable, give any receiver or liquidator of the Seller the option of carrying out the Contract, subject to a guarantee of due performance up to an agreed amount.

21. TERMINATION FOR CONVENIENCE

1. Any Order or part thereof may be terminated by the Buyer at any time by notice in writing to the Seller for any reason other than those mentioned in Clause 20.
2. Immediately upon receipt of such notice of termination the Seller shall: -
      a) Cease work on the Goods in question; and
      b) Deliver to the Buyer all completed Goods which conform to the requirements of sub-clause 18ii); and
      c) Return to the Buyer all Goods belonging to it and in the possession of the Seller for the purposes of the Contract
   Notwithstanding and without prejudice to any other provisions of these conditions or any other lawful right available to the Buyer, the Buyer shall pay to the Seller such portion of the Order prices as may be fair and reasonable, having regard to the value of the work done, services provided and the Goods delivered under the Contract up to the date of termination. In such event, as aforesaid, no further sum or sums shall be due by way of damages, loss of profits or otherwise from the Buyer to the Seller by virtue of such termination.
3. Upon receipt of written notice of termination, the Seller shall within twenty-eight (28) days submit a claim for fair and reasonable costs associated with the undelivered portion of the Contract. Such claim shall comprise of all reasonable expenditure incurred by the Seller but, in any event, shall not exceed the agreed price of the terminated part of the Contract.

22. CONFIDENTIALITY

1. The Seller shall use their best endeavours to keep secret confidential information relating to the Buyer’s business which may become known to the Seller through his performance of the Contract or otherwise, save only that such information may be disclosed to the extent necessary for the proper performance of the Contract.
2. The Seller shall not, without the Buyer’s written consent, use the Buyer’s name or trademarks in connection with the Contract or disclose the existence of the Contract in any publicity materials.

23. QUALITY ASSURANCE

1. Representatives of the Buyer (and/or its Customer) shall have right of access to any area of the Seller’s premises where any part of the work is being performed for the purpose of inspection and/or test of the Goods on this Order. Rights of access shall also be extended to any sub-order placed by the Seller.
2. The Seller is responsible for maintaining complete records to demonstrate the effective operation of control systems. These records are to be retained for a minimum period of five (3) years, unless a longer period is specified.
3. The Seller is responsible for maintaining source traceability of all materials used on this Order. Such traceability shall be part of the Seller’s record system.
4. All material submitted for acceptance must strictly conform to the Order. The Seller has no delegated discretion regarding the acceptance of deviations. All non-conformances must be reported to the Buyer who will advise of the need for concession action.

24. HAZARDOUS MATERIALS

1. The Seller shall advise the Buyer of any information about substances that are subject to the Montreal Protocol, which might be the subject of this Contract.

25. LAW

1. This Contract shall be governed, performed, construed and interpreted in accordance with the Laws of England.
2. All disputes, differences, or questions between the Parties with respect to any matter or thing arising out of or relating to the Contract shall be resolved by arbitration by an arbitrator to be agreed between the Parties, or in default of agreement, to be appointed by the President of the Chartered Institute of Arbitration.
3. Any action in accordance with sub-clause ii) hereof shall be in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof.

AAL Purchase TandC_Rev 01_2017-08-02