The Terms and Conditions of Purchase document is provided here to download.

1. Definitions

In these Conditions of Order (hereinafter “Conditions”) and in all documents related to this Purchase Order:

“The Purchaser” means TRAK Microwave Limited, whose registered office is Dunsinane Ave, Dundee DD2 2QF Scotland.

“Supplier” means the person, firm or company on whom the Order is placed;

“Data” means all designs, drawings, specification, proprietary information, trade secrets and other Intellectual Property;

“Intellectual Property” means technical information and data of all kinds, whether subject to statutory protection or not, including but not limited to inventions, drawings, designs, computer software (source and object code), technical data packages, test results, manufacturing information, know-how and trade secrets or other confidential or propriety information.

“Intellectual Property Rights” means patents, patent application, registered and unregistered designs, copyright, trademarks, and other forms of statutory protection conferring rights to Intellectual Property, as well as rights arising as a result of the application of the laws of confidentiality or contracts, in appropriate circumstances to trade secrets and unpublished know-how.

“Order” means this Purchase Order and any amendments thereto duly signed on behalf of the Purchaser;

“Specification” means the technical requirements and/or description of the Supplies and/or the Supplier’s propriety specification defined in the Order;

“Supplies” means all articles, materials, work or services which are the subject of the Order

2. Code of Conduct

The Purchaser is committed to conducting its business ethically and lawfully and expects that the Supplier will also conduct its business ethically and lawfully. The Smiths’ Code of Business Ethics and Smiths’ Supplier Code of Business Ethics establish minimum standards for ethical conduct. These Codes are available here.

The Purchaser reserves the rights to;

a. discontinue a business relationship with any Supplier if any of its officers, directors or employees is found to have violated the Purchaser’s Supplier Code of Business Ethics and

b. Conduct enquiries and investigations into the Supplier’s conduct to satisfy itself that these minimum standards are being met.

3. Applications

These conditions are an integral part of the Order and shall apply except to the extent that they may be inconsistent with any agreed special conditions appearing on the face of, or otherwise incorporated in the Order which shall have precedence over these Conditions. This Order shall constitute the entire agreement between the parties and shall supersede all previous communications or representations between the parties including any standard selling conditions issued by the Supplier, and shall not be varied except with the written agreement of the Purchaser.

4. Order Acceptance

The Supplier shall confirm its acceptance of the Order to the Purchaser in writing, within 24 hours of the date of the Order, or any other period the Purchaser may have agreed in writing. Failure to do so will give the Purchaser the right to cancel the Order without incurring liability.

5. Delivery

i. Delivery shall be strictly in accordance with the Order and at the Supplier’s risk. The Purchaser shall have the option to cancel the Order wholly or in part without liability where delivery is not made on the date specified, without prejudice to any other right or remedy which the Purchaser might have.

ii. The Supplier shall not be liable for delays in delivery due to causes which the Supplier can show are beyond his reasonable control and without the Supplier’s fault or negligence, provided that the Supplier promptly notifies the Purchaser of any such delay or anticipated delay as soon as it is known and resumes performance as soon as possible thereafter. If any such delay exceeds 5 days the Purchaser may cancel the Order without liability except in respect of Supplies delivered to the Purchaser prior to such cancellation. The Purchaser may wholly or partly suspend the performance of the order or acceptance of deliveries during or after complete or partial stoppage of work at the Purchaser’s premises by reasons or factors outside the Purchaser’s reasonable control including but not limited to Acts of God, fire, flood, strikes and lockouts.

6. Packaging and Documentation

All Supplies must be properly and securely packed so as to be adequately protected against damage and deterioration in transit. The reference number of the Order, the Purchaser’s part number & the quantity contained shall be quoted on all packaging, documents and correspondence including Advice Notes, Invoices and required Certificates. The weight of individual cartons must be no more than 16kg, unless otherwise agreed in writing.

7. Quality Procedures

i. The Supplier shall be subject to the Quality Assurance Conditions identified on the specification, drawing, Commodity Procurement Spec (CPS) or any associated documents. Note: All Supplies must be identified with the appropriate part and issue number and all necessary process treatments must be carried out unless stated otherwise in the Order.

ii. The Purchaser’s representatives and the representative of any other organisation on the authority of the Purchaser shall be allowed to visit the Suppliers’ premises and those of its permitted sub-contractors and shall be afforded all necessary facilities at any reasonable time to check the progress or quality of the work on Supplies, or to audit of the Supplier’s Quality System.

8. Advice and Release Certificates

The Supplier shall;

i. On the day of despatch of each consignment send Advice Notes(s) and such Certificate(s) of Conformity or such other document(s) as may be required by the terms of Order. One copy of the Certificate of Conformity or such other document as may be required shall accompany each consignment and a further copy shall be sent by post to the receiving department.

ii. If a distributor, provide copies of the original manufacturer’s Certificate of Conformity or such other document(s) as may be required, together with test figures, heat treatment particulars, etc, where applicable.

9. Title

Unless otherwise agreed in writing title of the Supplies shall pass to the Purchaser upon delivery and acceptance at the Purchaser’s premises, or the designated delivery point detailed in the order, provided that where advance or progress payments are made, title but not risk shall pass to the Purchaser as soon as items are allocated to the order. All items so allocated shall be adequately marked and recorded as being the property of the Purchaser.

10. Price

Where prices have been agreed they shall be fixed and firm exclusive of VAT and be per the Purchaser’s standard terms, or as referred to on the face of the Order, unless otherwise agreed in writing with the Purchaser; no alteration may be made without the consent of the Purchaser in writing. Where prices are still to be agreed at the time the Order is placed, quotations shall be submitted by the Supplier and confirming amendments to the Order shall be issued by the Purchaser before invoices are rendered.

11. Invoices

i. The Supplier shall invoice the Purchaser for the Supplies and shall submit an invoice to the Purchaser at the address shown overleaf after despatch of Suppliers. Each invoice shall quote the Order number, part and drawing numbers, description, quantities, weights, price and any other agreed charges.

ii. Standard payment terms will be 60 days net monthly from Purchaser’s acceptance of Supplies (unless otherwise agreed in writing).

iii. All invoices shall state the price for the Supplies exclusive of Value Added Tax and show the amount of VAT (if any) separately.

iv. The Supplier will submit a monthly Statement of Accounts to the Purchaser’s Finance department.

12. Termination

i. For Default. In the event of a breach of any of the provisions of this Order by virtue of default, or if the Purchaser reasonably believes that such breach is likely to occur, (the event of default) the Purchaser may give the Supplier notice of the event of default. If the event of default is capable of remedy the Supplier shall rectify it on receipt of notice. If the Supplier does not rectify the event of default, or if the event of default is not capable of remedy, then the Purchaser may give notice to suspend or terminate the Order in whole or in part without incurring liability in respect thereof. The Supplier shall indemnify the Purchaser from and against any cost resulting from the termination or suspension of the Order.

ii. For Insolvency. If the Supplier becomes insolvent or has a receiver or administrator appointed to its business or is compulsorily or voluntarily wound up or if the Purchaser reasonably believes that any such events may occur then the Purchaser shall have the right without prejudice to any other remedy to suspend the performance of or terminate the Order without incurring liability.

iii. For Convenience. The Order may be terminated by the Purchaser at any time in whole or part, by delivery to the Supplier of a notice of termination. In the event of such a notice being given the Supplier shall stop work forthwith and comply with any directions with regard to the Supplies which may be given by the Purchaser. The Supplier shall submit an account to the Purchaser at the address overleaf within one month of the effective date of termination in the form prescribed by the Purchaser. The Purchaser undertakes to pay a fair and reasonable price for all authorised work done and unique materials purchased up to the time of termination. Such payments made taken together with any sums paid or due or becoming due to the Supplier under the Order shall not exceed the total price of the Supplies under the Order.

iv. Termination of the Order for any reason shall not prejudice any rights or remedies which may have accrued to either party and both parties shall use all reasonable endeavours to mitigate their losses on such termination.

13. Intellectual Property Rights

i. All Intellectual Property generated from or arising as a result of the work undertaken by the Supplier for the purpose of the Order shall vest in and be the absolute property of the Purchaser who reserves the right to protect the same by securing appropriate Intellectual Property Rights therein which Intellectual Property Rights shall vest in and be the absolute property of the Purchaser.

ii. The Supplier hereby warrants that the Supplies and the intended use thereof do not infringe any third part owned Intellectual Property Rights whatsoever existing or pending at the date of the Order and hereby agree to fully indemnify the Purchaser, the Purchaser’s customers and/or users of the Supplies against any liability, damages or expenses whatsoever which may be incurred by or on behalf of

iii. Purchaser and the Purchaser’s customers and/or users of the Supplies as a result of the infringement or alleged infringement by the possession or use of the Supplies of any Intellectual Property rights belonging to third parties.

14. Indemnity and Insurance

i. The Supplier agrees to indemnify the Purchaser against any and all claims, costs, damages, liabilities and expenses in respect of personal injury, death or loss of or damage to property and associated pecuniary loss (including all legal costs and penalties) caused by or resulting from the negligent acts or omissions of the Supplier, his sub-contractors, agents or suppliers in the performance of the Order.

ii. Where the Supplier is required to carry out work of any kind on the premises of the Purchaser or on such premises as the Order so directs, the Supplier shall effect legal liability insurance of not less than £1,000,000 per event and procure that any sub-contractor to the Supplier effects similar insurance in respect of loss or damage to property or death or injury to persons resulting from or during the execution of the Order. Should such insurance policy cover a liability in excess of £1,000,000 thereafter the Purchaser shall have the benefit of the full extent of the cover available.

15. Supplier’s Documentation

The Supplier will promptly provide the Purchaser with all present and future instructions relating to the use, disposal and storage of Supplies and in particular draw attention to any dangers, hazards or restrictions associated with the Supplies.

16. Sub-Contracts by the Supplier

No work on the Order may be sub-contracted by the Supplier nor shall the order be assigned or otherwise transferred by the Supplier without the prior written consent of the Purchaser. All sub-contracts shall be the responsibility of the Supplier.

17. Warranty

i. The Supplier warrants that the Supplies conform to the quality and Specifications stated in the Order, that they shall be fit for the purpose for which they are required and subject to sub-paragraph (iv) free from design or other defect whether actual or latent.

ii. If a Supplier upon delivery or acceptance or within 24 months thereafter (or such other period as may be agreed) do not conform to the Specification or the required standards of design, material, workmanship or quality which are not of new manufacture or which are not in accordance with the samples approved by the Purchaser (hereinafter call “Defect”) then the Purchaser shall be entitled at its discretion and without prejudice to any other remedy to exercise one or more of the following rights:

a. Reject the Supplies in whole or in part and require the supplier to credit the Purchaser with the cost thereof;

b. Required the Supplier promptly to replace or repair the Supplier free of all cost and at the Supplier’s risk;

c. Require the Supplier to defray all of the Purchaser’s reasonable expenses and additional costs connected with such defects.

iii. Any and all warranties and service guarantees attaching to the supplies shall be for the benefit of and enforceable by the Purchaser, the Purchaser’s customers and/or users of the Supplies. The Purchaser’s inspection, approval, acceptance, use of or the payment by the Purchaser for all or any part of the Supplies shall not affect any such warranty rights whether or not a breach of warranty had become evident at the time.

18. Charges

The Purchaser may amend the Order by notice in writing and the Supplier shall introduce such amendment without delay. Within 2 days after receipt of notification of any change the Supplier shall submit a statement to the Purchaser in such detail as the Purchaser may reasonably require of the effect of such change. The Purchaser and the Supplier shall agree upon any adjustment to the Order.

19. Free Issue

i. All Data, tools, patterns, materials and other equipment loaned by the Purchaser to the Supplier for use in connection with the Order shall be and will remain at all times the property of the Purchaser. All items are to be used by the Supplier solely for the purpose of completing the order and items will be surrendered to the Purchaser upon demand in good and serviceable condition (fair wear and tear excepted). The Supplier will accept responsibility for/expense of the care and maintenance of such supplies. Such items shall be at the risk of the Supplier and insured by the Supplier at their own expense. The Purchaser does not warrant the adequacy of any tooling. Data, patterns, materials or other equipment it has furnished.

ii. The Purchaser shall accept no liability for any such parts or materials received by the supplier from the Purchaser in a damaged state under or in connection with the Order unless such damage is notified in writing to the Purchaser within 2 days of the receipt by the Supplier of such parts or materials.

iii. All scrap arising from material free issued by the Purchaser shall remain the property of the Purchaser and must be disposed of by the supplier in accordance with the instructions of the Purchaser and all proceeds of sales or scrap must be credited by the Supplier to the Purchaser, such instruction shall not however replace an Statutory duty otherwise imposed on the Supplier.

20. Confidentiality and Security

i. The Order and the subject matter thereof shall be treated as confidential between the Supplier and the Purchaser and any sub-contractor of the Supplier shall be similarly bound.

ii. Where indicated within the Order that it is subject to U.K. national or other Security restrictions, the Supplier shall comply with such restrictions.

iii. Where required by the Purchaser the Supplier shall give appropriate and agreed publicity to the award of the Order and will participate in other agreed related publicity initiatives. The Supplier may not use the Supplier’s name, any details included on the order, the supplies, or any related information for marketing or exhibiting purposes without the Purchaser’s written consent.

21. Notices

i. All notices and communications shall be in writing.

ii. Any notice or other communications sent to the Supplier shall be sufficient if sent to an address notified to the Purchaser for the purpose.

iii. Notices or other communications sent by the Supplier to the Purchaser shall be sent to the address given for the Purchaser on the face of the Order for the attention of the person indicated on the face of the Order.

iv. The Purchaser considers e-mail to be formal communication (The Purchaser’s Terms & Conditions of purchase prevail throughout).

22. Waiver

Any failure, delay, relaxation or concession by either of the parties in the exercise of its rights to insist upon the performance of any of the obligations to exercise any rights hereunder, shall not be construed as a waiver or relinquishment of the future exercise of any such rights and the obligations of that Party shall continue in full force and effect.

23. Compliance with Laws and Regulations

i. The Supplier shall comply with all statutory requirements applicable to the Order.

ii. The Supplier, its employees and its sub-contractors shall familiarise themselves with and shall comply with the Purchaser’s procedures relating to discipline, fire, health, safety, security and environment when on the Purchaser’s premises. The Supplier shall provide its employees with, and shall ensure that its employees and sub-contractor’s employees’ use, any protective clothing and safety equipment required.

24. Environment

The Supplier must ensure, as far as is reasonably practicable, any detrimental effects of its activities, products and services upon the environment are minimised.

25. Health & Safety

The Supplier must conduct all its activities in a manner which achieves the highest practicable standards of Health & Safety.

26. Re-Export of Supplies

i. The supplies to be delivered to the Purchaser in accordance with the requirements of the Order may be subsequently exported or re-exported as part of, or in support of, equipment designed and manufactured by the Purchaser.

ii. The Supplier shall confirm that no restriction exist in respect of Government export or re-export regulations and is responsible for obtaining all necessary export licenses and consents.

iii. The Supplier shall indemnify the Purchaser against any liability arising from its failure to comply with this clause.

27. Interpretation and Severance

i. Clause headings are for convenience only and shall not govern the interpretation of these Conditions.

ii. In the event that any term, condition, provision, clause or phrase of the Order shall be nullified or made void by any statue, regulation or order or by the decision or order of any Court having jurisdiction, the remaining terms, conditions and provisions of the Order shall remain in full force and effect.

28. Applicable Law

These Conditions shall be governed by, construed, and shall take effect in accordance with the Laws of Scotland and the parties hereby agree to submit to the exclusive jurisdiction of the Courts of Scotland.

July, 2015