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Purchase Order Quality Assurance Terms & Conditions

1. Definitions

In this document the following words shall have the following meanings:

1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable

Purchase Order;

1.2 “Buyer” means Rotec Engineering Limited (RE)

1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright,

trademarks, know-how and all other forms of intellectual property wherever in the world

enforceable;

1.4 “Purchase Order” means the standard Buyer document which includes or is attached to a

statement of work describing the goods and/or services to be provided by the Supplier and which

provides a maximum value payable by the Buyer to the Supplier;

1.5 “Supplier” means the organisation or person who supplies goods and/or services to the Buyer;

1.6 “Supplier Personnel” means any employee or contractor supplied by the Supplier to provide

services.

2. General

2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and/or services

by the Supplier pursuant to one or more Purchase Order. No other subsequent Terms and

Conditions from the Supplier whether in writing or implied on the Supplier’s paperwork shall apply

unless separately agreed in writing by an executive director of the Buyer.

2.2 Where it is agreed that the Supplier shall supply goods and/or services, the goods and/or

services to be supplied, the price payable and any other special terms agreed between the parties

shall be set out in the Purchase Order. All Purchase Orders shall be subject to these Terms and

Conditions.

2.3 No changes or variations to these Terms and Conditions or any Purchase Order shall be effective

unless agreed in writing between the parties.

3. Price and Payment

3.1 The price and any taxes and expenses for the goods and/or services shall be as specified in the

Purchase Order.

3.2 An invoice shall be produced by the Supplier to the Buyer in accordance with the terms set out in

the Purchase Order. The Buyer shall, unless otherwise agreed, pay for the goods and/or services

within 30 days from the end of the month in which the goods and/or services are supplied or in

which the invoice is received, whichever is the later. In no circumstances shall the time for payment

be of the essence of the Agreement.

3.3 The Buyer shall not be responsible for any expenses, charges or price other than those set out in

the Purchase Order.

3.4 In the event of late payment by the Buyer, the Supplier shall be entitled to enforce its statutory

rights regarding late payment

3.5 If the parties agree that the Supplier is to provide goods and/or services or resources in addition

to those specified in a Purchase Order, then such agreement would need to be agreed in writing and

a further Purchase Order issued, which will be deemed incorporated into this Agreement.

3.6 Once a Purchase Order has been agreed by the Buyer the price for the goods and/or services shall be considered fixed and final.

4. Warranty

4.1 The Supplier warrants and guarantees that all goods and materials supplied under this

Agreement shall be free from any defects, patent or latent, in material and workmanship, conform

to applicable specifications and drawings and, to the extent that detailed designs were not provided

to the Buyer, will be free from design defects and in every aspect suitable for the purposes intended

by the Buyer, as to which the Supplier hereby acknowledges that it has had due notice. The approval

by the Buyer of any designs provided by the Supplier shall not relieve the Supplier of its obligations

under any provision contained in this Clause.

4.2 The Supplier’s obligations under this Clause shall extend to any defect or non- conformity arising

or manifesting itself within the manufacturer’s warranty period from delivery.

4.3 Where there is a breach of the warranty contained in this Clause by the Supplier, the Buyer,

without thereby waiving any rights or remedies otherwise provided by law and/or elsewhere in this

Agreement, may require the Supplier to repair or replace the defective goods at the Supplier’s risk and expense or repay the price

or part of the

price relating to the defect to the Buyer.

4.4 Items repaired or replaced shall be subject to these Terms and Conditions in the same manner

as those originally delivered under this Agreement. If the Supplier refuses or fails promptly to repair

or replace items when requested under this provision, the Buyer may itself, or through an agent or

sub-contractor, or otherwise, repair or replace any item itself and the Supplier agrees to reimburse

the Buyer for any costs or expenses incurred.

5. Delivery

5.1 Delivery of the goods shall be made to such location as the Buyer shall direct. Any time agreed

between the parties for such delivery shall be of the essence of the Agreement and the Buyer shall

be entitled to cancel, without notice, the whole or any part of this Agreement if this Clause is not

complied with by the Supplier.

5.2 Where the Buyer cancels the whole or part of the contract in accordance with Clause 5.1

5.2.1 All sums payable by the Buyer in relation to the whole or part of the contract cancelled shall

cease to become payable;

5.2.2 All sums paid by the Buyer in relation to the whole or part of the contract cancelled shall be

repaid by the Supplier immediately;

5.2.3 the Buyer shall be entitled to recover damages from the Supplier for any loss caused as a result

of the Supplier’s failure to deliver the goods and/or as a result of the cancellation of the whole or

part of the contract pursuant to clauses 4 and 5

6. Title

6.1 The Supplier warrants that it has good title to the goods and that it will transfer such title as it

may have in the goods to the Buyer pursuant to Clause 6.2.

6.2 Title in the goods will pass to the Buyer when the goods are unconditionally appropriated (by

either party or by or with the consent of either party) to this Agreement, or on delivery to the Buyer,

whichever happens first.

6.3 Any material, tooling, drawings and any other such items provided or issued by the Buyer to the

Supplier in order for the Supplier to perform it’s function, title of ownership will remain with the

Buyer regardless of the location of such items and the Supplier will be responsible for their return to

the Buyer if they are unable to supply or perform the Suppliers function pertained within these

terms and conditions.

7. Risk

The goods will be and shall remain at the Supplier’s risk until such time as they are delivered to the

Buyer (or at his direction), and are found to be in accordance with the requirements of this

Agreement. It shall be the duty of the Supplier at all times to maintain a contract of insurance over

the goods and, on request from the Buyer, to assign to the Buyer the benefits of such insurance.

8. Inspection of Goods

8.1 The Buyer shall inspect the goods within 30 days of delivery.

8.2 Where goods are damaged the Buyer shall notify the Supplier. The Buyer may reject the

damaged goods and the following provisions shall apply:

8.2.1 the Supplier shall collect the damaged goods from the Buyer at the Supplier’s expense;

8.2.2 during the period between delivery of the goods to the Buyer and collection by the Supplier,

the Buyer shall not be liable for any loss or further damage caused to the damaged goods;

8.2.3 all sums payable by the Buyer in relation to the damaged goods shall cease to become payable;

8.2.4 all sums paid by the Buyer in relation to the damaged goods shall be repaid by the Supplier

immediately;

8.2.5 the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the

Buyer as a result of the goods being damaged.

8.3 Where there are shortages in the order the Buyer shall notify the Supplier and the following

provisions shall apply:

8.3.1 all sums payable by the Buyer in relation to the missing goods shall cease to become payable;

8.3.2 all sums paid by the Buyer in relation to the missing goods shall be repaid by the Supplier

immediately;

8.3.3 the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the

Buyer as a result of the shortages.

8.4 If the Buyer so requests, the Supplier shall replace immediately damaged goods or supply

goods which are missing at the Supplier’s expense or the Buyer shall be entitled to cancel, without

notice, the whole or any unexecuted part of the order and the rights referred to in Clause 5.2 shall

apply.

8.5 Where there is an excess of goods in relation to the order the Buyer may reject the excess goods

by notice in writing to the Supplier and the following provisions shall apply:

8.5.1 the Supplier shall collect the excess goods from the Buyer at the Supplier’s expense;

8.5.2 during the period between delivery of the goods and collection by the Supplier, the Buyer shall

not be liable for any loss or damage caused to the excess goods;

8.5.3 no sum shall be due to the Supplier for the excess goods and in the event that sums are paid to

the Supplier for the excess goods, the Supplier shall repay such sums to the Buyer immediately.

8.6 The Buyer may accept excess goods by notifying the Supplier of such acceptance and the price of

the excess goods shall be payable by the Buyer.

8.7 The Supplier shall repair or replace free of charge, goods damaged or lost in transit upon

receiving notice to that effect from the Buyer.

8.8 The Buyer’s signature on any delivery note of the Supplier is evidence of the number of packages

received only and not evidence of the correct quantity of goods received or that the goods are in a

good condition or of the correct quality.

9. Supplier’s Obligations

9.1 The Supplier warrants, represents and undertakes that:

9.1.1 all services performed under this Agreement shall be performed with all due skill and care, in a

good and workmanlike manner and otherwise in line with best practice within its industry (“Best

Industry Practice”);

9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience

to carry out such services in accordance with Best Industry Practice;

9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets

or rights in proprietary information, nor any contractual, employment or property rights, duties of

non-disclosure or other rights of any third parties; and

9.1.4 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior

to the commencement of the services, any necessary licences, consents and permits required of it

for the performance of the services.

9.2 The Supplier shall provide the Buyer with such progress reports, evidence or other information

concerning the services as may be requested by the Buyer from time to time.

9.3 The Supplier shall be responsible for maintaining such insurance policies in connection with the

provision of the services as may be appropriate or as the Buyer may require from time to time.

9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard

their own safety and the safety of any other person who may be affected by their actions, and the

Supplier agrees to indemnify and keep indemnified the Buyer from all and any liabilities, obligations,

costs and expenses whatsoever arising from any loss, damage or injury caused to the Buyer or any

third party by the Supplier Personnel.

10. Status and Liabilities

10.1 It is expressly understood that neither the Supplier nor the Supplier Personnel have the

authority to act as agent for the Buyer or to contract on the Buyer’s behalf.

10.2 The Supplier Personnel shall at no time be deemed to be employed or otherwise engaged by

the Buyer.

10.3 The Supplier shall be responsible for paying the Supplier Personnel and for making any

deductions required by law in respect of income tax and National Insurance contributions or similar

contributions relating to the provision of the services. The Supplier agrees to indemnify the Buyer in

respect of any claims that may be made by the relevant authorities against the Buyer in respect of

tax demands or National Insurance or similar contributions relating to the provision of the services

by the Supplier.

10.4 The Supplier shall, and shall procure that the Supplier Personnel shall, comply with all

applicable statutes, rules and regulations in providing the services, including, but not limited to, all

immigration and employment requirements imposed by any applicable jurisdiction, and the Supplier

shall indemnify and hold harmless the Buyer from damages arising out of any failure to do so.

11. Termination

11.1 The Buyer may terminate this Agreement for any reason by providing 15 days prior written

notice to the Supplier.

11.2 The Buyer may terminate this Agreement with immediate effect by providing written notice to

the Supplier if:

11.2.1 the Supplier or the Supplier Personnel commit any material or persistent breach of this

Agreement;

11.2.2 the Supplier fails to or refuses after written warning to procure that the Supplier Personnel

provide the services properly required of them in accordance with this Agreement;

11.2.3 the Supplier passes a resolution for winding up (other than for the purpose of solvent

amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

11.2.4 the Supplier ceases to carry on its business or substantially the whole of its business; or

11.2.5 the Supplier is declared insolvent, or convenes a meeting of or makes or proposes to make

any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver,

manager, trustee or similar officer is appointed over any of its assets.

12. Indemnity

The Supplier agrees to indemnify the Buyer against all claims, costs and expenses which the Buyer

may incur and which arise, directly or indirectly, from the Supplier’s breach of any of its obligations

under this Agreement.

13. Intellectual Property Rights

All Intellectual Property Rights produced from or arising as a result of the performance of this

Agreement shall, so far as not already vested, become the absolute property of the Buyer, and the

Supplier shall do all that is reasonably necessary to ensure that such rights vest in the Buyer by the

execution of appropriate instruments or the making of agreements with third parties.

14. Force Majeure

The Buyer shall not be liable for any delay or failure to perform any of its obligations under this

Agreement if the delay or failure results from events or circumstances beyond its reasonable

control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood,

pandemicsor industrial disputes, and the Buyer shall be entitled to a reasonable extension of its

obligations.

15. Relationship of Parties

Nothing in this Agreement shall be construed as establishing or implying any partnership or joint

venture between the parties and nothing in this Agreement shall be deemed to construe either of

the parties as the agent of the other.

16. Assignment

The Supplier shall not be entitled to assign its rights or obligations or delegate its duties under this

Agreement without the prior written consent of the Buyer.

17. Severability

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court

of competent jurisdiction such provision shall be severed and the remainder of the provisions herein

shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or

unenforceable provision eliminated.

18. Waiver

No failure by the Buyer to enforce any of these Terms and Conditions shall constitute a waiver of its

rights hereunder.

19. Notices

Any notice to be given by either party to the other may be served by email, fax, personal service or

by post to the address of the other party given in the Purchase Order or such other address as such

party may from time to time have communicated to the other in writing, and if sent by email shall

unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be

deemed to be served on receipt of an error free transmission report, if given by letter shall be

deemed to have been served at the time at which the letter was delivered personally or if sent by

post shall be deemed to have been delivered in the ordinary course of post.

20. No third parties

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

21. Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter

and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.

22. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the law of England and the

parties hereby submit to the exclusive jurisdiction of the English courts.

23. Certificate of Conformity

A Certificate of Conformity is required, with full traceability back to the original manufacturer.

Specific certification requirements are noted on the Purchase Order.

24. Right of Access

Right of Access is required to all facilities and relevant records regarding this order, by Rotec

Engineering Ltd, our customer or any relevant regulatory authorities. Records relevant to this

order must be retained for a minimum of 2 years. Records which relate to the traceability of the

product must not be destroyed except with the written permission of Rotec Engineering Ltd

25. Product acceptance

Should the product or service offered in any way differ from that specified on our order, our

acceptance in writing must be obtained prior to commencement of work or supply.

26. Non conformities

Any reported non-conformities with product or services from the same batch or lot must be

reported in writing to Rotec Engineering Ltd

27. Non-conforming products

The supplier shall segregate all non-conforming products and clearly identify as such prior to

delivering to Rotec Engineering Ltd

28. Supplier Awareness

Suppliers shall not knowingly supply counterfeit parts/materials and should promote

product safety and communicate the importance of ethical behaviour in the workplace.

29. Flow down of requirements

Should this order require that your organisation sub-contracts work to other organizations, the

requirements listed above must be flowed down to these organisations.

30. Changes in the organisation

Any change in your organisation name or ISO9001/ AS9100 approval status (i.e. loss of

accreditation certificate) must be notified in writing to the quality department at Rotec

Engineering Ltd within 14 days.