STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND/OR SERVICES

Issue 3 (04/08/2016)

1.  Definitions and Interpretation

1.1 In these terms and conditions (“Conditions”)  the words  and  expressions below  will  have the following meanings: –

“Confidential Information” any and all information acquired by the Supplier about the business of the Customer and/or given by the Customer to the Supplier and/or generated by the Supplier from such information which may include aspects of Customer Property; “Contract” the agreement between the Customer and the Supplier for the sale and purchase of the Goods  and/or  Services  incorporating  these  Conditions  and  the documents  referred to  in these Conditions;

“Control” as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed  accordingly;

“Customer”   Drurys Engineering Limited, a  company  registered   in  England and Wales   with registered  number  01215178       and  whose  registered  address  is Drurys Engineering Limited,     21 Knowl Piece, Wilbury Way, Hitchin, Hertforshire, SG4 0TY

“Customer  IPR” as defined in condition  10.2;

“Customer Property” designs, samples, drawings, technical data, specifications, raw  materials,  part  manufactured  products,  tools,  gauges,  packaging  materials  and/or  any other materials provided by the Customer and/or any jigs, tooling, equipment and/or other materials in respect of which the Customer has made a contribution to the costs of such items; “Deliverables”  the products  of the Services  in  any  media,  including  any documents, products and/or materials developed for the Customer as part of the  Services;

“Goods” the goods which the Supplier is to supply to the Customer as agreed in the Contract and which may be described in the Order including any Deliverables;   “Intellectual  Property Rights” patents,  rights to inventions,  copyright  and related rights,

trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights,  rights  in  designs,  rights  in  computer  software, database rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and  renewals or extensions of, such rights and all rights of action for infringement  of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or  in the future, in any part of the  world;

“IPR Claim” as defined in condition  11.1;

“Liability”  liability  for  actions,  awards,  costs,   claims,  damages,  losses   (including without limitation any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;

“Operational Documents” any operational supply agreement between the parties and/or  the Customer’s operational documents referred to or set out in the  Order;

“Order” the Customer’s written instruction to supply the Goods and/or  Services;

“Records” as defined in condition 12.1;

“Release Requirements” the release requirements (if any) specified or referred to in the  Order; “Services” the services which the Supplier is to supply to the Customer (if any) as agreed in the Contract and which may be described in the Order, including the provision of any Deliverables; “Specification” the relevant specification(s) referred to or set out in the Order; “Supplier” the person to whom the Order is addressed;  and

“Working Day” any day during the  Customer’s  usual  opening  hours  which  is not a

1.2     Saturday, Sunday or bank or public holiday in England. In these Conditions

1.2.1   reference to ‘writing’ or similar expressions shall include reference to any communication effected  by facsimile,  electronic mail  and/or  any comparable means

but shall not include communication by SMS or similar text messaging  facilities;

1.2.2     reference to a prohibition against doing any act or thing includes a reference to not permitting, suffering or condoning that act or thing to be done

1.2.3    use of words such as ‘including’, ‘include’, ‘in particular’ or similar terms are to be construed in each case as if the term ‘without limitation’ is implied into the sentence incorprating these words

1.2.4     reference to a party includes that party’s successors and permitted assigns

1.2.5     words indicating a person shall include bodies of persons whether corporate  or

incorporate and vice versa;

1.2.6     reference to any statute or statutory provision  includes a reference to the same as

from time to time amended, extended, re-enacted or consolidated and all  subordinate legislation made pursuant to it and including any other similar legislation in any other jurisdiction.

1.3      The phrase “and/or” means either of the alternatives and both of the alternatives as the case may be.

1.4      Where a party incurs an obligation under these Conditions and such obligation is created by the

use of words such as “shall”, “will”, “undertakes to”, “must”, “agrees to” or any other verb which implies that a party has so incurred such obligation, it is agreed that all obligations shall not be distinguishable from one another by reason only of the verb used when creating such obligation.

1.5     Any reference to “procure” or “ensure” shall create a primary obligation and not a secondary

obligation or guarantee.

2.           Application

2.1   These Conditions and any terms and conditions stated on any Order or contained in any document referred to in these Conditions are the only terms and conditions upon which the Customer shall purchase Goods and/or Services and shall apply to the exclusion of all other terms and conditions including any terms or conditions specified or referred to in any document or materials (including any quotation and/or order acknowledgement form) issued by the Supplier.

2.2    No terms or conditions submitted or referred to by the Supplier (whether before or after the date of the Order) in any documentation or orally shall change, modify, supplement, explain or form part of the Contract unless expressly agreed in writing by authorised representatives of the Customer.

2.3     No variation to the Contract shall be binding unless in writing signed by an authorised representative of each party.

2.4     Any error or omission in any offer, Order or other document, material or information issued by the Customer shall be subject to correction without any Liability on the part of the customer.

2.5     The Supplier agrees to supply the Goods and/or Services to the Customer in accordance with these Conditions in consideration of payment of the price by the customer

2.6    Each Order shall be an offer by the Customer to purchase the Goods and/or Services subject to these Conditions and the documents referred to in these Conditions

2.7    The Contract will become legally binding only when the Supplier has accepted the Order. The Supplier will be deemed to have accepted the Order at the earlier of when the Supplier has notified the Customer in writing of its acceptance of the Order, when the Supplier is deemed to have accepted the Order in accordance with condition 2.8 or when by its actions the Supplier has commenced performance of the Order. The Customer may alter or withdraw any Order at any time for any reason prior to acceptance by the supplier.

2.8   Unless the Supplier notifies the Customer that it is unable to fulfil the Order within 7 days of the date of the Order the Supplier shall be deemed to have accepted the order.

2.9   Any forecasts provided by the Customer to the Supplier are indicative only, and do not constitute an offer by the Customer to purchase the forecasted Goods and/or Services and can  be changed at any time without consultation with the Supplier. Notwithstanding any contrary provision in these Conditions, any Order marked for “visibility” shall not constitute an offer by the Customer to purchase Goods and/or Services and shall only constitute part of the Customer’s indicative non-binding

3.           Delivery and Performance

3.1   The Supplier shall fulfil each Contract strictly in accordance with the terms Time for delivery of the Goods and for performance of the Services shall be of the essence.

3.2   If any Goods are delivered and/or any Services are performed by the Supplier in default of the terms of the Contract the Customer shall be entitled (but not obliged) to:

3.2.1   refuse to accept the provision of any further Goods and/or Services by the Supplier and to require the immediate repayment by the Supplier of all sums previously paid by the Customer to the Supplier under the Contract; and/or

3.2.2    to require the Supplier, without charge to the Customer, to carry out such additional work as is necessary to correct the Supplier’s failure and/or at the Supplier’s cost obtain replacement goods and/or services from a third

3.3   The Goods shall be delivered to the delivery address on the delivery date (each as set out in the relevant Order).

3.4   Each delivery of Goods and/or Services shall be properly and securely packed and delivered in accordance with the Release Requirements (if any)

3.5  Each delivery of Goods and/or Services shall be accompanied by the documentation required under the Release Requirements (if any) and accompanied by an advice note stating the full description, weight, measure, order number, batch number and expiry date.

3.6   If Goods are delivered before the delivery date specified in the Order then the Customer shall be entitled in its sole discretion to refuse to take delivery or charge for insurance and storage of Goods until the contractual date for delivery.

9. Confidentiality

9.1 The Supplier shall not directly and/or indirectly use and/or disclose Confidential Information except in the proper performance of the Contract.

9.2 The obligations of confidentiality and non-use set out above shall continue indefinitely and shall survive termination of the Contract for any reason except they shall not apply to information.

9.2.1 which the Supplier proves was already in its possession and at its free disposal prior to disclosure by the Customer;

9.2.2 which the Supplier proves was developed by it without reference to any Confidential information

9.2.3 which is after the date of the Contract disclosed to the Supplier without any obligations of confidentiality by a third party who is not in breach of any duty of confidentiality in doing so;

9.2.4        which  is  or  becomes generally available  to  the  public  through  no default and/or

Additional Requirements for Aerospace Production

For all Aerospace related Products the Supplier must fulfill the Order according to these Terms. If any conflict arises in the Terms the Supplier must confirm requirements with the Customer before supply

a) all Supplier products, procedures, processes and equipment must conform the the Customers Order and any requirements within the Customer’s Quality Management System (QMS)

b) all personnel involved in the supply to the order must be suitably qualified according to the Supplier’s BS EN 9100 QMS procedures

c) all Suppliers must operate an approved BS EN 9100

d) in accordance with the Customer’s Order and any other requirements, the Supplier release documentation must state identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data

e) if requested the Supplier must supply appropriate evidence to confirm methods and results of design, test, inspection, verification (including production process verification), use of statistical techniques for product acceptance, and related instructions for acceptance by the organisation, and as applicable critical items including key characteristics

f) if requested the Supplier must supply appropriate evidence to confirm methods and results of test specimens (eg, production method, number, storage conditions) for design approval, inspection/verification, investigation or auditing

g) the Supplier must immediately inform the Customer of any Product non-conformance identified and request approval from either the Buyer or QA Manager as to the appropriate disposition of the non-conforming

h) The Supplier must notify the Customer of any changes in the product and/or process, changes of suppliers, changes of manufacturing facility location and obtain approval from either the Buyer or QA Manager as to any required actions

i) where the product is being supplied to any Customer’s Specification or Standards (Standards), including those that have been flowed down to the Customer from it’s customer, it is the Supplier’s responsibility to ensure they understand and are working to the latest issue of these Standards and that all Product is released in conformance to the Standard

j) all records are to retained in perpetuity

k) the Supplier must grant on request access by the Customer, their customer and regulatory authorities to the applicable areas of all facilities, at any level in the supply chain, involved in the Order and to all applicable records

l) If the Customer has not supplied sufficient information to the Supplier to enable satisfactory completion of the Order, the Supplier must contact the buyer prior to acceptance of the order.