Europe – For Suppliers

Supplier Terms and Conditions of Purchase

Acceptance of this order is limited to the terms and conditions described herein. HEATCON Composite Systems (Europe) Ltd (Buyer) and Seller agree as follows:

1. 1. Acceptance of Order: This Order is the Buyer’s offer to Seller. Written acknowledgement or shipment by seller of products, whichever occurs earlier, shall constitute acceptance of the terms set forth herein. The Seller’s Acceptance is expressly limited to the terms and conditions as described herein. The terms and conditions of this Order hereafter shall constitute the only agreement between Buyer and Seller with respect to the subject matter hereof and may not be modified, supplemented, explained or waived by Parol evidence, the suppliers’ order acknowledgement, custom or course of dealing, or in any other way, except in writing signed by an authorised representative of the Buyer prior to delivery.
   2. Specifications: The Seller will furnish articles as previously or herein specified or described by the Buyer or is previously shown, furnished or represented by the Seller as to materials, design, style, fit, colour, and quantity. The seller may not make any changes to the specifications as to materials, design, style, fit, colour, or quantity without prior written consent by the Buyer.
   3. Warranties: Seller warrants that the articles supplied by Seller will conform to each of the specifications and standards hereby established between the Seller and the Buyer for a period of one year after delivery, or as modified in writing between parties and by mutual agreement. Any disclaimer of this express warranty or of implied warranties of merchantability or fitness for a particular purpose shall be ineffective.
   4. Inspection and Rejection of Goods: All goods may be inspected by the Buyer during production in Seattle, USA, or other destination as specified by the Buyer, prior to shipment and within a reasonable time after receipt of products and services. At the Buyer’s option, it may return to the Seller goods rejected for failure to meet any specifications or required quality, with product disposition and/or refund instructions.
   5. Quantity: The Seller will not furnish quantities in excess of those set forth in this purchase order without Buyer’s written permission. The Buyer’s count after receipt is conclusive regarding all shipments.
   6. Delivery and Payment: Seller shall deliver to the Buyer the product and services contained in the Buyer’s purchase order, ex-works Seller origin location. The purchase price represented on the purchase order and corresponding invoice(s) does not include any value added tax or duty (where applicable). The purchase price for the products and services shall be paid net within 30, 45 or 60 days after invoice, as applicable.
   7. Cancellation and Return of Products and Services: The Buyer reserves the right to cancel this order, without expense, if shipment is not made within the time specified unless a formal extension has been obtained by the Seller, or later delivery requested in writing by the Buyer. The Buyer reserves the right to return products and services, or alternatively, to withhold payment on orders shipped early until date specified by the Buyer, unless written approval for early shipment and payment has been provided by the Buyer.
   8. Marking: The Seller will mark the purchase order number, the quantity and the Seller’s or Buyer’s part number on all related documents.
   9. Packaging: The Seller is responsible for packaging suitable for air shipment, or as otherwise specified in the Buyer’s purchase order. In the absence of specific requirements, the Seller will provide suitable protection from environmental hazards such as corrosion and other forms of contamination, and handling damage during transit.
   10. Remedies: Any disclaimer or limitation or remedies for breach of warranties or other contractual obligations of Seller shall be ineffective.
   11. Indemnity: The Seller agrees to defend, protect, hold harmless and indemnify the Buyer from any loss or expense, including reasonable attorney’s fees and expenses, of every kind and nature, occasioned by (1) actual or alleged infringement of any patent, copyright, trademark (or other exclusive marks specified by the Buyer) or other trade rights or (2) any consequential damages and other liabilities which are the result of the malfunction, including operation and performance, of products and services supplied by the Seller under this order. The Buyer shall give the Seller reasonable notice of any such claims and give the Seller an opportunity to retain counsel of its choice to defend the action.
   12. Protection of Trademarks and Confidentiality: Any information provided to the Seller regarding Buyer’s design, material specification, purchasing, handling and marketing of goods shall be treated as confidential and shall not be disclosed to third parties.
   13. Applicable Law: The laws of the United Kingdom shall govern in any interpretation or litigation relative to this Agreement. The venue for any suit brought under this contract shall be placed in the Superior Court of the United Kingdom and each party hereby submits to the jurisdiction of such court for such purpose.
   14. Other Provisions:
       1. If required by the Buyer’s customer and as may be applicable to the Seller’s products and services, material suppliers shall provide the required documentation, such as Certificate of Conformance, Manufacturer Certification, or Aerospace Certification, whichever is required, with each shipment.For direct material shipments to the Buyer’s customer, goods are to be supplied with a Certificate of Conformance, Manufacturer Certification and Material Safety Data Sheets.For all other direct shipments to the Buyer’s customer, goods are to be supplied with a Certificate of Conformance/Compliance, and if applicable relevant Calibration and/or Manufacturer Certification.For materials being delivered to the Buyer, goods are to be supplied with a Certificate of Conformance, Manufacturer Certification and Material Safety Data Sheets.For all other goods being shipped to the Buyer, a Certificate of Compliance/Conformity, and if applicable relevant Calibration and/or Manufacturer Certification will be required.
       2. If required by the Buyer’s customer and as may be applicable to the Seller’s products and services, the Buyer, the Buyer’s customer, or another third party will have access to any applicable areas, at any level of the supply chain, and all applicable records related to the Seller’s products and services described by this order. This requirement applies to the Seller’s suppliers which support the products and services in this order.
       3. The Seller warrants that the articles ordered shall be produced in compliance with acceptable laws, rules and regulations. No delay or failure on the part of the Buyer in exercising any rights under this order, and no partial or single exercise thereof, shall constitute a waiver of such rights or of any other rights hereunder.
       4. NOTICE: Suppliers of products to Heatcon through distribution channels are required to meet the intent of SAE Standard AS9120.
       5. Neither party is the agent of the other party; each party is an independent contractor with respect to the other party. No work under this purchase order shall be assigned, nor shall work be subcontracted, without the consent of the Buyer.
       6. The Seller shall flow down the applicable requirements for the product/service, and processes to the supply chain, including the Buyer’s, the Buyer’s customer or regulatory requirements.
       7. The Seller shall notify the Buyer of any non-conforming product it may have shipped to the Buyer as soon as it becomes aware of such non-conformance.
       8. The Seller shall obtain approval from the Buyer for disposition of non-conforming product.
       9. The Seller shall notify the Buyer of any changes in product or processes, changes in suppliers, changes in manufacturing facilities locations and where required obtain the Buyers approval.
       10. Seller shall retain all records having to do with the Buyer for a minimum of 10 years.
       11. The Seller shall grant the Buyer, the Buyer’s customer, and regulatory authorities right of access to all applicable areas of all facilities at any level of the supply chain involved in the order and to all applicable records.
       12. The Seller shall ensure that they are aware of their contribution to product/service conformity, their contribution to product safety and the importance of ethical behaviour.

Updated: March 2020