8/2/2019 Airtherm Terms Conditions of Purchase

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STANDARD TERMS AND CONDITIONS OF PURCHASE

1. DEFINITIONSIn these conditions the expressions: The Company shallmean AIRTHERM ENGINEERING LTD., and TheSupplier shall mean the person, firm or company towhom the Order is addressed and shall include anyassignee permitted by the Company.

2. ASSIGNMENT AND SUB-LETTING

The supplier shall not without the written consent of theCompany assign or sub-let the Order. Any consent by theCompany, shall not release the Supplier from hisobligations to comply with the order and these conditions.

3. QUALITY AND DESCRIPTIONThe Supplier shall maintain an effective and economicalprogramme for quality, planned and developed inconjunction with other supplier functions necessary tosatisfy the Order requirements.

In order to achieve the above ends the Supplier shallcomply with the requirements of BS 5750 as appropriateto the goods to be provided and/or the work to beexecuted, or equivalent Quality System standardsapproved by the Company.

The Supplier shall ensure that all goods and/or servicescomply with current good practice, and conform to therelevant British Standard, and/or Heating and VentilatingContractors Association standard.

The Supplier shall permit the Companys duly authorisedrepresentative access and facilities for the purposes ofSystems and Production Quality audits as and whennotified.

4. INSPECTION AND TESTThe Supplier shall give the Companys duly authorisedrepresentatives access at all reasonable times to theSuppliers works and permit such representatives toinspect and examine the goods to be supplied during the

manufacture thereof and the materials to be used in theirmanufacture. Previous notice will be given by theCompany of the intention to send such a representative.

Such representative shall have the right to reject anygoods or part thereof which in his opinion fail to meet theOrder specification.

All inspection, test, analyses of material etc, that may berequired by the Company shall be undertaken at theSuppliers expense.

The provisions of this Clause shall not release theSupplier from any of his obligations under the OrderAgreement.

5. RESPONSIBILITY FOR GOODS AND INSURANCEThe Supplier shall be responsible for and insure againstfire, theft, loss, destruction and damage for goodscompletely or partially manufactured and for all materialsacquired by or delivered to the Supplier in connectionwith the Order whether the property of the Supplier or theCompany and until such time as the goods are deliveredto the Company.

6. INDEMNITY AND INSURANCEThe Supplier shall be responsible for and shall releaseand indemnify the Company from and against all liabilityfor personal injury (whether fatal or otherwise) loss of ordamage to property and any other loss, damage, costsand expenseswhich may arise inconsequence of theperformance of the Order.

Without prejudice to his liability to indemnify theCompany as above. the Supplier shall take out suchpolicies of insurance as the Company may reasonablyrequire to cover against such injury, loss or damage.

7. DELIVERYAll goods shall be delivered carriage paid to the placeand on the date or dates and within the times specified inthe Order, or otherwise agreed in writing. Time shall be ofthe essence of the Order.

The Supplier shall notify the Company immediately if forany reason delivery is likely to be delayed

The Company shall have the right to refuse to acceptdelivery of the goods other than on the date or dates andwithin the times specified in the Order.

Property in the goods shall pass to the Company upondelivery at the point specified in the Order.

No charge shall be made for any containers, cases orpackaging. If the Supplier desires the return of anycontainers, cases or packaging the Quotation, Advice orDespatch Notes and Invoices shall be clearly marked tothat effect whereupon the Company, without incurring anylegal liability, will endeavour to make such return at theSuppliers expense and risk.

8. ADVICE NOTES, INVOICES AND PAYMENTA Delivery or Advice Note quoting the Order Number andthe Companys Part Number (if any) of the goods shall besent by the Contractor with all consignments. When theContractor is QA approved by the Company, a certificateof conformity will be required for all consignments.

An Invoice bearing the Order Number and the Company'sPart Number (if any) of the goods shall be sent by theContractor after the delivery of the goods and/orcompletion of work. To ensure prompt payment ofaccounts, all invoices must bear all required informationand be sent to the address shown on the Order.

Normal payment terms are 60 days from month ofdelivery.

9. DEFECTS AND MAINTENANCEThe Supplier shall replace free of charge to the Companyany goods or any part thereof and/or carry outrectification to any work, which is found within a period of12 months after delivery and/or completion to bedefective.

Defective goods shall be returned at the Suppliersexpense and risk.

10. COPYRIGHT AND CONFIDENTIALITYAll specifications, drawings and technical descriptionssupplied by the Company in connection with the Orderare copyright and the Supplier shall keep suchinformation confidential.

11. ADVERTISINGThe Supplier shall not without the written consent of theCompany announce or publicise that he supplies goodsto or carries out work for the Company.

12. HEALTH AND SAFETY AT WORKThe Supplier shall in the execution of this Order ensurethat all designs, materials and workmanship comply withany Act of Parliament, statutory instrument or order orany other regulation or bye-law from time to t ime in forcewhich are or may become applicable during the periodthis Order is in force.

13. LEGAL CONSTRUCTIONThe Order shall in all respects operate in conformity withEnglish Law.

No condition or reservation printed in any letter or othercommunication from the Supplier shall be incorporated inthe Order unless agreed in writing by the Company.