1.1 The following definitions and rules of interpretation apply in these purchasing terms and conditions.
Company: Redcliffe Precision Limited of Units 123, 125 and 127 South Liberty Lane, Ashton Vale, Bristol BS3 2SZ
Contract: the contract arising from the Order
Goods: any goods or services agreed in the Contract to be bought by the Company from the Seller..
Order: the Company’s purchase order to buy the Goods, incorporating these conditions.
Seller: the person, firm or company who accepts the Order.
1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 A reference to one gender includes a reference to the other gender.
1.4 Condition headings do not affect the interpretation of these conditions.
- APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.5 these conditions are the only conditions upon which the Company is prepared to contract with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions.
2.2 Each Order for Goods by the Company from the Seller shall be deemed to be an offer by the Company to buy Goods subject to these conditions and no Order shall be accepted until the Seller either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, in whole or in part accepts the offer.
2.3 The Company shall place an Order to buy the Goods from the Seller and the Seller shall not supply Goods to the Company without an Order for such Goods.
2.4 No terms or conditions endorsed upon, delivered with or contained in the Seller’s quotation, acknowledgement or acceptance of order, specification or similar document shall form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.
2.5 These conditions apply to all the Company’s purchases and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by a director of the Company.
2.6 Each acceptance of an Order by the Seller shall constitute the acceptance of a separate Contract for the Company to buy the Goods from the Seller subject to these conditions.
- QUALITY AND DEFECTS
3.1 The Goods shall be of good quality, material and workmanship, be fit for their purpose, be without fault and conform in all respects with the Order and specifications and/or drawings supplied or advised by the Company to the Seller.
3.2 The Company’s rights under these conditions are in addition to the statutory conditions implied in favour of the Company by the Sale of Goods Act 1979.
3.3 At any time prior to delivery of the Goods to the Company the Company shall have the right to inspect and test the Goods at all times.
3.4 If the results of such inspection or testing cause the Company to be of the opinion that the Goods do not conform or are unlikely to conform with the Order or to any specifications and/or drawings supplied or advised by the Company to the Seller, the Company shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition the Company shall have the right to require and witness further testing and inspection.
3.5 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under the Contract.
3.6 Notwithstanding any such inspection or testing, all Goods will also be subject to inspection or testing by the Company within a reasonable period of time after delivery of the Goods. Notwithstanding any prior payment for the Goods, the Company may reject any Goods which contain defective material or workmanship or which do not conform to the specifications or drawings supplied or advised by the Company to the Seller, or to any samples or warranties. Any Goods so rejected shall be returnable at the Seller’s expense and shall remain at the Seller’s risk. No defective Goods shall be replaced by the Seller unless requested by the Company in writing.
- QUALITY RECORD CERTIFICATE OF CONFORMANCE (REQUIRED FOR GOODS INTENDED FOR AIRCRAFT APPLICATIONS AND FOR GOODS WHERE SPECIFIED ON THE RELEVANT DRAWING OR ORDER)
4.1 A certificate of conformance shall be provided by the Seller where requested in the Order or as requested by the Company (or such other quality record as the Company may reasonably request from time to time). The certificate of conformance shall give details of the Company’s part number, the Company’s purchase order number, the quantity shipped, the date shipped, the manufacturer’s part number and details of the certified quality system. The Seller shall sign it and shall warrant compliance with the requirements of the certificate of conformance. Where a certificate of conformance is to be provided, a certificate shall be provided for all parts delivered to the Company.
- DATE CODE/LOT NUMBER CONTROL (REQUIRED FOR GOODS INTENDED FOR AIRCRAFT APPLICATIONS AND FOR GOODS WHERE REQUIRED ON THE RELEVANT DRAWING OR ORDER)
5.1 Deliveries of parts or components with multiple date codes or multiple lot numbers shall be segregated such that each part or component is identifiable by its date code or lot number. The delivery note must state if multiple date codes or lot numbers have been delivered with the associated quantity.
- PRODUCTION PROCESS VERIFICATION (FIRST ARTICLE INSPECTION “FAI”)
6.1 The Company requires all first deliveries of parts to pass and be delivered with a full First Article Inspection Report (“FAIR”), to be completed by the Seller, which report shall comply with aerospace standard AS9102 (or such other standard as the Company may require, acting reasonably). The sample part on which the FAI was performed shall be clearly marked, both on the sample and in the FAIR. Where any drawing has been updated and there is a change in the form, fit or function of the part, then a FAIR shall be provided by the Seller for the change/update only.
6.2 The FAIR shall state that all processes materials and dimensions have been met and comply with aerospace standard AS9102 (or such other quality standard as the Company shall require, acting reasonably). The FAIR shall provide such drawings and information as the Company shall require, acting reasonably.
6.3 Any noncompliance by the Goods with the quality standard required by the Company and detected by the Seller during the FAI or otherwise shall be notified to the Company by the Seller forthwith and no such Goods shall be supplied to the Company unless the Company has given prior written consent.
- RECORD RETENTION
7.1 The Seller shall retain verifiable objective evidence of all inspection and tests performed in respect of the Goods. Quality records shall be made available to the Company for such period agreed between the Seller and the Company in writing. Unless otherwise specified, this period shall be a minimum of 10 years or the life of the aircraft which ever is longer.
- NON-CONFORMING PRODUCT AND PROCESS CHANGE
8.1 The Seller shall not deliver Goods that do not comply with the Company’s specifications and/or drawings (and which do not comply with condition 3.1 above).
8.2 The Seller shall notify the Company of changes in its processes, product and/or process definition and obtain the Company’s prior written consent for such changes.
8.3 The Seller will recognise that the Goods supplied may contribute to product safety and satisfactory performance of the aircraft, vessel, boat, vehicle, machine, mechanism or assembly to which they are fitted.
8.4. The Seller will ensure that counterfeit Goods are not supplied to the Company.
8.5 If any of the Goods fail to comply with the provisions set out in conditions 3 to 8 above the Company shall be entitled to avail itself of any one or more remedies listed in condition 19.
The Seller shall keep the Company indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:
(a) defective workmanship, quality or materials;
(b) an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods; and
(c) any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Seller.
10.1 The Goods shall be delivered, carriage paid, to the Company’s place of business or to such other place of delivery as is agreed by the Company in writing prior to delivery of the Goods. The Seller shall off-load the Goods at its own risk as directed by the Company.
10.2 The date for delivery shall be specified in the delivery schedule set out in the Order. The Seller shall complete and deliver the Goods at the time or times specified in the delivery schedule. The Company may at any time or times by notice in writing to the Seller postpone the dates(s) of delivery of any Goods without thereby incurring any liability and the Seller shall deliver such Goods on the revised dates(s) and shall not make any claim for adjustment in price or otherwise in respect of any such postponement unless otherwise agreed in writing by the Company.
10.3 If the Seller cannot deliver the Goods at the time or times specified in the delivery schedule, the seller must notify the Company and provide a revised delivery schedule.
10.4 If the Seller delivers quantities of Goods in excess of the quantities ordered the Company shall not be bound to pay for the excess. Unless agreed otherwise by the Company any excess shall be returnable at the Seller’s expense and shall remain at the Seller’s risk.
10.5 The Company shall not be obliged to accept delivery of any Goods prior to 3 days in advance of the delivery date and if the Seller shall do so:
(a)The Company shall be entitled to charge reasonable storage fees to the Seller and
(b)The date for payment of the Goods shall be calculated according to the due delivery date.
10.6 The Seller shall ensure that each delivery is accompanied by a delivery note which shows, among other things, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. The Seller shall invoice the Company upon, but separately from, despatch of the Goods to the Company. The invoice shall refer to the Company’s Order number and to the Seller’s delivery note.
10.7 Time for delivery shall be of the essence.
10.8 Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the Company in normal business hours.
10.9 If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to:
(a)cancel the Contract in whole or in part;
(b)refuse to accept any subsequent delivery of the Goods which the Seller attempts to make;
(c)recover from the Seller any expenditure reasonably incurred by the Company in obtaining the Goods in substitution from another supplier; and
(d)claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Seller’s failure to deliver the Goods on the due date.
(e) If the Seller is unable to maintain an average ‘On Time and In Full’ over any 12 month period of >95% of all deliveries, a corrective action will be issued to the Seller.
10.10 If the Seller requires the Company to return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to the Company and any such packaging material shall only be returned to the Seller at the cost of the Seller.
10.11 Where the Company agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to deliver any one instalment shall entitle the Company at its option to treat the whole Contract as repudiated.
- RIGHT OF ACCESS BY THE COMPANY, THEIR CUSTOMERS AND REGULATORY AUTHORITIES
11.1 The Company and their customers and relevant regulatory authorities shall have reasonable access to the Supplier’s premises and facilities in order to inspect the Goods, the Supplier’s processes and all applicable records relating to the Goods.
11.2 The Company requires all Sellers providing Goods or Services related to aircraft applications to complete and return ‘Supplier Evaluation Forms’ to the Company at the Company’s reasonable request.
- KEY CHARACTERISTICS
12.1 The Supplier shall inform their sub-contractors and suppliers of the specifications and drawings relating to the Goods, including the dimensions, materials and tolerances of the Goods.
The Goods shall remain at the risk of the Seller until delivery to the Company is complete (including off-loading and stacking) when ownership of the Goods shall pass to the Company.
14.1 The price of the Goods shall be stated in the Order and unless otherwise agreed in writing by the Company shall be exclusive of value added tax but inclusive of all other charges.
14.2 No variation in the price or extra charges shall be accepted by the Company.
15.1 The Company shall pay the price of the Goods within 60 days of delivery of the Goods to the Company, but time for payment shall not be of the essence of the Contract.
15.2 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Seller to the Company against any amount payable by the Company to the Seller under the Contract.
15.3 The Seller is not entitled to suspend deliveries of the Goods as a result of any sums being outstanding.
The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by the Company or its agents and any other confidential information concerning the Company’s business or its products which the Seller may obtain and the Seller shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Seller’s obligations to the Company and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller.
- THE COMPANY’S PROPERTY
Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by the Company to the Seller or not so supplied but used by the Seller specifically in the manufacture of the Goods shall at all times be and remain the exclusive property of the Company but shall be held by the Seller in safe custody at its own risk and maintained and kept in good condition by the Seller until returned to the Company and shall not be disposed of other than in accordance with the Company’s written instructions, nor shall such items be used otherwise than as authorised by the Company in writing.
18.1 The Company shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Seller14 days’ written notice whereupon all work on the Contract shall be discontinued and the Company shall pay to the Seller fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
18.2 The Company shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:
(a)the Seller commits a material breach of any of the terms and conditions of the Contract; or
(b)any distress, execution or other process is levied upon any of the assets of the Seller; or
(c)the Seller has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or
(d)the Seller ceases or threatens to cease to carry on its business; or
(e)the financial position of the Seller deteriorates to such an extent that in the opinion of the Company the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.
18.3 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
Without prejudice to any other right or remedy which the Company may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract the Company shall be entitled to avail itself of any one or
more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Company:
(a)to rescind the Order;
(b)to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
(c)at the Company’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
(d)to refuse to accept any further deliveries of the Goods but without any liability to the Seller;
(e)to carry out at the Seller’s expense any work necessary to make the Goods comply with the Contract; and
(f)to claim such damages as may have been sustained in consequence of the Seller’s breach or breaches of the Contract.
20.1 The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
20.2 The Company may assign the Contract or any part of it to any person, firm or company.
- FORCE MAJEURE
The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
22.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
22.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
22.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
22.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
22.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
22.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
23.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
(a)(in case of communications to the Company) to its registered office or such changed address as shall be notified to the Seller by the Company; or
(b)(in the case of the communications to the Seller ) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Seller set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Seller .
23.2 Communications shall be deemed to have been received:
(a)if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b)if delivered by hand, on the day of delivery; or
(c)if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
- COMPANY POLICIES
24.1 The Company requires all Sellers to comply with the following Company Policy Statements:
(a) Ethical Behaviour Policy
(b) Modern Slavery and Human Trafficking Policy
(c) Anti-Bribery and Corruption Policy
(d) Bullying and Harassment Policy