Terms & Conditions (Rev 6)

Contract Definition

‘The seller' means High-Tech Engineering Ltd.
‘The buyer' means the person, business or any other party with whom the seller is contracted to supply.
‘The goods' mean the items that the seller has contracted to supply to the buyer in accordance with these conditions.
‘The services' mean the services that the seller has contracted to carry out for the buyer in accordance with these conditions.
‘The contract' means any contract that the seller has made with the buyer to provide goods or services.
‘The Supplier' means the person, business or any other party whom is contracted to supply goods or services to the seller.
‘Key Suppliers' means suppliers of Raw Material, Fasteners, Calibration Services and Sub-Contract Services.

Exclusions

Unless otherwise agreed in writing by the seller these conditions apply to the exclusion of any conditions stipulated by the buyer during negotiation, or in any order.

Quotations

Any quotation made by the seller shall not be binding until the seller has accepted an order for the quoted goods.
The contract then made between the seller and the buyer will then be subject to these conditions.
Except where mentioned later in these conditions no representative of the seller has the right to agree any other terms inconsistent with them, except with the written permission of a Director.

Prices

The seller will guarantee any price quoted for goods or services for a maximum of 30 days from the quotation date.
After this time the goods or services will be re-quoted.
All quotations are exclusive of any applicable value added tax; this will be added on invoicing.
All items may be subject to a minimum order line charge of 500.

Orders

The buyer is responsible for the accuracy of any order including correct description of the items to be ordered.
This information may include, but is not limited to, drawings, samples and standards.
Where goods are ordered to the buyers specifications, the buyer will indemnify the seller against any infringement of intellectual property rights including, but not limited to patent, trademark, copyright, and any loss that the seller may incur due to such infringement worldwide.
All orders for goods or services to the buyer's specifications are to be confirmed in writing to the seller before the contract is made.
When such an order has been placed the seller will not accept cancellation.

Acceptance

The Purchase Order constitutes buyer / sellers offer to seller / supplier, and is a binding contract on the terms and conditions set herein when it is accepted by the seller / supplier either by the acknowledgement or the commencement of performance hereunder. No condition stated by the seller / supplier in accepting or acknowledging the order shall be binding upon seller / supplier if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by buyers / sellers written approval.

Sub-Contracted Work and Suppliers Requirements

In many instances, the seller will sub-contract wok or services to a supplier where the seller is unable to carry out specified service(s) in house.
It will be the seller's responsibility to approve Key supplier's based on the supplier providing the seller with a valid BSI/ISO 9001, BS EN AS9100, AS EN 9120, NADCAP certificates, or by means of an onsite/desktop audit carried out by a quality representative of the seller or completed by the suppliers quality representative.

The seller, its customers and relevant regulatory bodies shall have right of access to Key supplier's premises and records, and those of their suppliers in order to verify compliance to purchase orders and their related requirements. This requirement shall continue for the life of any System in which the item is used.

The Validation and re-validation result of process performed by supplier must be communicated to the Seller when validation and re-validation activity is conducted, communication relating to continued accreditation to perform said processes and copies of approval documentation shall be provided to the seller at the supplier’s earliest opportunity after recertification.
Where the results of validation / re-validation activity are unfavourable, leading to the Suspension or removal of process accreditation this information must be communicated to the seller within 24hrs of the occurrence.

The sellers quality requirements are as follows:

The supplier must process all orders in accordance with these terms & conditions and as specified on the purchase order. No revision of this order or any of the terms & conditions hereof shall be valid unless in writing and signed by an authorised representative of the buyer's purchasing department. A copy of the buyer's drawing will be provided to the supplier where possible to clearly flow down the buyers requirements. Where identified within the specification, drawing and/or purchase order the seller shall flow down to sub-tier suppliers the applicable requirements in the purchasing documents, including key characteristics where required. 

When dealing with Key suppliers, the seller may provide the supplier with a sub-contract processing sheet. The supplier must process the goods in accordance with this sub-contract processing sheet.

The supplier must contact the seller if any aspect of the contract is considered ambiguous.

When requested, the supplier must provide the seller with a certificate of conformity, material certificate and any other requested documentation. The certificate of conformance is a quality record that shall include the High-Tech Engineering Ltd part number, purchase order number, quantity shipped, date shipped, manufacturer's part number and details of certified quality system as stated within the order. It should be signed to indicate compliance with the requirements of this document. These are to be submitted for all parts delivered to High-Tech Engineering Ltd.

When requested via Purchase Order instructions, the seller requires first deliveries of parts to include a full first article inspection (FAI) report filled out by the supplier consistent with Aerospace standard AS EN9102. The sample, on which the FAI was performed, shall be clearly marked, both on the sample and the FAI report. Where the drawing has been updated and there is a change in the form, fit or function of the part, then an FAI must be submitted for the change/update only.
The FAI should confirm that all processes, materials and dimensions are met. In the case of raw material or process i.e. paint, chromate, proof of acceptability shall be made available either through records or attached certificates drawing notes should be referenced and their acceptance confirmed. 

Any discrepancies detected by the manufacturer during the FAI shall be notified to the seller and a deviation should be sought in advance of any parts being shipped to the seller.

Under no circumstances shall non-conforming parts/goods be sent to the seller without the sellers approved deviation. Failure to comply with the above requirements will result in the seller rejecting the product. 

In the event of a process at the Key supplier being found to be non-conforming, through audit or otherwise, the Key supplier shall establish whether any product non-conformance has resulted and control any such non-conformance, immediately informing the seller of any product already released.

The supplier shall notify the Seller of changes in product, process or service, including any changes to the provider’s location of manufacture and where required, obtain the approval from the seller.

The supplier must suitably package goods to avoid possible damage during transportation. Deliveries of parts/components with multiple date codes or multiple lot numbers must be segregated such that each part/component is identifiable by its date code or lot number.  The paperwork must also reflect if multiple date codes or lot numbers have been delivered with the associated quantity.
In addition to contractual requirements the supplier shall retain verifiable objective evidence of inspection and tests performed. Quality records shall be made available for evaluation for a contractually agreed upon period.  Unless otherwise specified, this period shall be a minimum of 10 Years. 

The supplier must have in place a counterfeit parts prevention plan / process to avoid the unintended introduction of counterfeit parts in to the supply chain. The Seller may require that the Suppliers provide test specimens for design approval, inspection/verification, investigation, or auditing purposes.

Distributors or brokers that supply non-electrical standard parts, like fasteners, nuts, washers, springs, O-rings, inserts, and pins, must have a certification from the Original Component Manufacturer (OCM)/ Original Equipment Manufacturer (OEM), and that certification shall be delivered with each lot/ shipment.

Suppliers are expected to understand the role they play and their contribution to final product safety & conformity and how it aids and enables the Sellers ability to meet and exceed the requirements of the Buyer. The supplier and seller’s combined efforts to achieve their coexisting targets will lead to the success of both the seller, supplier relation-ship whilst maintaining our Buyers confidence in the supply chain.

The supplier must comply with REACH legislation and provide associated information and documentation to the seller when requested regarding % content of SVHC (Substances of Very High Concern) incorporated within the product or supplied service as identified by ECHA (European Chemicals Agency).

Suppliers must adhere where applicable to the requirements of the Dodd-Frank Act. Ensuring that Raw materials and Products supplied to the seller do not contain Conflict Minerals, defined as tantalum, tungsten, tin or gold, which have originated from mines in the Democratic Republic of the Congo, Angola, Burundi, Central African Republic, Congo Republic, Rwanda, Sudan, Tanzania, Uganda, and Zambia.

High-Tech Aims to conduct its Business in a Fair and ethical Manner and expect its suppliers to comply with applicable international and national laws and standards in relation to labour practises and human rights, including slavery and human trafficking legislation.

Suppliers will be monitored for on time in full and quality performance.

Failure to comply with the specification, terms and conditions of the order or to deliver material in accordance with the suppliers promise shall be grounds for cancellation without penalty to the seller.

The seller expects and requires its Suppliers adherence to the above “Sub-Contracted Work and Suppliers Requirements” and that these requirements are cascaded down through the Suppliers own supply chain whilst applying any addition appropriate control measures to the suppliers sub-tiers as deemed suitable.

Delivery

The seller / supplier will deliver the goods to the buyer / seller by the most convenient and economical method.
If the buyer / seller specify an alternative delivery method for any reason, this is to be agreed in writing with the seller / supplier, as an additional delivery charge will be likely.
The seller / supplier will deliver to the address specified by the buyer / seller.
If no address is specified, the seller will deliver to the buyer's normal address.
If the seller is requested by the buyer to deliver to a third party, a charge will be made by the seller for this service.
The seller / supplier will endeavour to deliver the goods and services ordered within a reasonable time,
or within the time stated in quotation / Purchase Order.
The seller / supplier cannot be responsible for delays due to circumstances beyond its control and without its fault or negligence, provided however, that if the seller / supplier have reason to believe that deliveries will not be made as required, due to such cases, written notice setting forth the cause of any anticipated delays shall be given immediately to buyer / seller.
Also, quoted times are only estimates given in good faith and the seller will not be responsible for failure to deliver within a quoted (estimated) time.
If goods are to be delivered in instalments each instalment will constitute a separate contract.
Failure to deliver any instalment on time will not affect contracts for other instalments.
If the supplier delivers quantities in excess of the quantity due the purchaser shall have the right to accept or reject the quantity in excess of that due.
The Seller shall not be obliged to accept delivery of any goods prior to the delivery date and if the supplier shall do so:
a) the Seller shall be entitled to charge storage to the supplier and
b) the date for payment shall be calculated according to the due delivery date

The seller may at any time or times by notice in writing to the supplier postpone the date(s) of delivery of any goods without thereby incurring any liability and the supplier shall deliver such goods on the revised date(s) so notified 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 Seller.
All articles will be subject to final inspection and acceptance by the seller within a reasonable time after receipt at the designated destination, irrespective of prior payment.  The Seller may reject any article which contains defective material or workmanship or does not conform to specifications, samples or warranties.  Any article so rejected may be returned to supplier at suppliers risk and expense, and at full invoice price plus applicable transportation charges both ways.  No defective article or material shall be replaced unless requested by buyer.

Payment

Buyers who do not have an account with the seller will be invoiced on a pro-forma basis.
It is the seller's policy that all new buyers pay for their first order on this basis.
Terms of payment, unless otherwise agreed with the buyer will be no later than 30 days after the date of invoice.
If payment is not made by the buyer, within the time requested by the seller, and there is no dispute between the buyer and the seller
causing withholding of payment the seller reserves the right to take the following actions:-

(a) Suspend supplies of goods and services to the buyer until the buyer has paid the outstanding amounts.

(b) Revoke credit facilities and any discounts offered for habitually late payment.

(c) Instruct the seller's debt collectors to take action to recover outstanding amounts as well as interest and costs.

Note: - If a payment is in dispute it does not entitle the buyer to withhold payment for any other invoices due for payment for the relevant month.

All goods supplied to the buyer by the seller remain the property of the seller until paid for in full by the buyer.

Collections

If goods are to be collected from the seller's premises, the seller will advise the buyer when the order is ready.
The Buyer will have 7 days to collect listed items.
After these times, goods will be returned to stock, or may be sold to an alternative buyer.

Liabilities

If the buyer takes delivery of goods ordered from the seller and finds any discrepancy between the delivery documents and the goods received, for any reason,
he/she must advise the seller of the discrepancy within seven days.
If the buyer suspects that a consignment from the seller has been lost in transit he/she must advise the seller as soon as possible.
The seller's liability will be limited to replacing or repairing lost or damaged goods.
The seller will not be liable for any consequential loss resulting from goods lost or damaged in transit.
The seller will be responsible for goods in transit until delivered to the buyer, except where delivery is postponed at the buyers' request.
The seller will also not be liable for any damage caused to any buyer's property left with the seller regardless of how it is caused.
If any goods supplied by the seller are found by the buyer to be defective, the buyer must inform the seller within 14 days of receipt of the goods, in writing, of the nature of the defect.
This also applies to goods manufactured to the buyer's specifications, which the buyer deems are incorrect.
The seller's liability in such cases will be limited to replacing or repairing the defective or incorrect items.
The seller will not be responsible for any direct or consequential loss arising from such defective or incorrect goods.
Where goods are to be replaced by the seller, credit will be made for the original goods and a new invoice for the replacements.

Proper Law and Arbitration

These conditions shall be governed by English Law and any dispute between the company and the customer in connection with or arising out of these conditions shall be referred to the decision of a single arbitrator.