76E 4DDDDDDDDD D D DDDDD E E E E Castle Precision Conditions of Purchase Valid From 01 July 2000 - Document Number C25 revision 3 1. DEFINITIONS 1.1 Firstly "the Buyer" will mean Castle Precision Engineering (Glasgow) Limited, registered number 39355 having its Registered Office at 241 Drakemire Drive, Glasgow. 1.2 Secondly "the Order" will mean a purchase request on official paperwork from the Buyer under which goods or work are supplied. 1.3 Thirdly "the Seller" will mean the person, firm or company stated on the face of the Order. 1.4 Fourthly "the Goods" will mean all items covered by the Order. 1.5 "Delivery Date" will mean the date specified on the Order for delivery of the Goods. 1.6 "Lead Time" is the time from the Order date to the Delivery Date. 1.7 "Late Delivery" will mean more than 110% of the Lead Time. 1.8 "Early Delivery" will mean less than 90% of the Lead Time. 1.9 "Price" will mean the Order price, exclusive of value added tax, but inclusive of all other costs. 2. ORDERS 2.1 No Order is valid, unless it is issued or confirmed on the Buyer's Official Order and signed by an authorised signatory. 2.2 People authorised to sign Orders on behalf of the Buyer are as follows: - The Managing Director for an unlimited amount, The Works Manager up to 5000 and The Materials Manager, The Production Manager or The Office Manager up to 1000 per Order. No other persons are authorised to bind the Company unless the Directors advise the Seller in writing of additional persons and their terms of authority. 2.3 The Price quoted in the Order will be firm for the duration of the Order, except where Seller and Buyer agree otherwise in writing. 2.4 The Order is liable to cancellation by the Buyer if not acknowledged by the Seller within 5 working days of the date of the Order. 2.5 The acceptance of the Order indicates acceptance of the Conditions of Purchase and the requirements of the Order. 3. STANDARD OF THE WORKS / GOODS 3.1 It is a condition of this Order that all goods supplied and work done in the execution of the Order will comply in all respects with the Order specification and with any undertakings made by the Seller prior to the giving of the Order. 3.2 The Seller undertakes that all goods and services supplied by him shall be of good quality. The Seller recognises that the Buyer has placed the Order relying upon the expertise of the Seller and any statements and representations made by him. 3.3 If the Buyer approves samples, then the goods or work will not be materially inferior to the samples. 3.4 Any change made by the Seller to the Order specification must receive prior written agreement from the Buyer before the change to the specification can proceed. 4. INSPECTION 4.1 On giving reasonable notice the Buyer will have the right to inspect the goods or work during manufacture or testing. 4.2 Both during such inspection and upon delivery, the Buyer will have the right to reject all goods or work, which do not conform to the requirements of clause 3 above. 4.3 The Seller agrees that the Buyer may choose not to inspect the goods upon delivery. This does not relieve the Seller of any responsibilities he has under these Conditions of Purchase. The Buyer will notify the Seller of any problems with the goods as soon as they become apparent. 5. QUALITY 5.1 Where the Seller supplies a certificate of conformance or test certificate, failure of the ordered goods or materials to match the certificate will result in the Seller being liable for all resultant machining and materials costs incurred by the Buyer directly due to such failure. 5.2 The Seller will make the Buyer aware of quality problems as soon as they become apparent. 6. DELIVERY 6.1 Delivery dates cannot be changed without the Buyer's permission. 6.2 Late Delivery will entitle the Buyer to cancel the contract. 6.3 Early Delivery will entitle the Buyer to return the goods at the Sellers expense or at the Buyers option keep the goods and make payment 60 days from the Order delivery date. 6.4 Unless otherwise agreed by the Buyer and the Seller, deliveries should be for the full quantity specified on the Order. 6.5 The delivery point, if not otherwise specified in the Order shall be Castle Precision Engineering Ltd, 241 Drakemire Drive, Castlemilk, Glasgow, G45 9SZ. 6.6 The Buyer will not pay delivery charges unless incorporated in the Order Price. 6.7 Subject to prior agreement, the Buyer will accept for some commodities an overage or underage of not more than 5% of the Order quantity. 6.8 For deliveries to the 241 Drakemire Drive, Castlemilk, Glasgow, G45 9SZ the Buyer will not accept deliveries after 4.15 p.m. unless by prior arrangement. 7. DELAYS 7.1 The Seller recognises that for time critical Orders only where it is stated on the Order that time is of the essence late delivery will cause the Buyer severe loss and agrees to pay compensation towards such loss at the rate of 5% per week. For example an Order 3 weeks late will incur compensation of 15% of the total Order value. Compensation shall be computed as a percentage of the full value of the Order. The maximum compensation shall not exceed 25% of the value of the Order. 8. FORCE MAJEURE 8.1 In the event that the performance of either partys obligations are hindered by reason of circumstances beyond their control (including, but not by way of limitation, industrial disputes) then that party will be under no liability whatsoever to the other party for any loss or damage. 8.2 In such an event the time for performance of any obligations will be extended by a reasonable period. 8.3 If due to the above the Seller cannot meet the delivery requirements of the Buyer and such a delay would affect the Buyers own delivery commitments then either party may cancel the Order. 9. WARRANTY 9.1 If the goods supplied are proved to be defective within 12 months of delivery then the Buyer may call upon the Seller (but without prejudice to the Buyer's other rights), to rectify the defects or replace the goods (at the Buyer's option) at the Seller's own expense. 10. PACKAGING 10.1 The Seller is responsible for ensuring that all goods will be properly packed and clearly labelled showing any information requested on the Order. All documents and labels will clearly show the Buyers Order number. 10.2 The Seller is responsible for ensuring that all large components which require to be palletised (excluding machine tools and bar stock) are packed on pallets not exceeding the following dimensions which include the pallet itself: Overall width 1200mm Overall depth 1200mm Overall height 1100mm (inc. pallet) If the Seller wishes to palletise in dimensions other than the above, he requires the Buyer's written consent and agreement to the new pallet sizes. 11. DOCUMENTATION 11.1 The Seller will send to the Buyers Accounts Department at 241 Drakemire Drive the following:- (i) Invoices fully priced and quoting the Order Number, Advice Note Number and stating the place of delivery. (ii) Invoices must only refer to one Order. (iii) Statements quoting invoice number and the Buyers Order numbers. (iv) Certification and Reports as required by the Order. 11.2 Advice Notes quoting Order number are to be sent at the same time the goods are despatched. Advice Notes should be addressed to the Buyer at the place of destination of the goods. 11.3 All invoices must show separately the VAT rate and the amount of VAT charged and the Seller's VAT registration number. 12. OWNERSHIP 12.1 Title in and risk to the goods remains with the Seller until delivery has been made as specified in section 5 of these terms. 12.2 Unless otherwise agreed, the Buyer will pay the Seller for the goods within 60 days of delivery, provided that the goods meet all the other applicable conditions within these Conditions of Purchase. 12.3 Should the Buyer not pay for the goods within 60 days of delivery and such non-payment is not due to breach of these Conditions of Purchase by the Seller, then title to and risk in the goods will revert back to the Seller. 13. ASSIGNATION 13.1 The Seller shall not sub-contract, assign or otherwise dispose of the Order or any part thereof without the written consent of the Buyer. If the Buyer gives his written consent then the Seller will inform the Buyer of the name and address of the sub-contractor as well as a contact name to enable the Buyer to carry out inspection during manufacture and allow quality assurance of the sub-contractor. 14. PATENT, DESIGN & COPYRIGHT 14.1 The Seller will indemnify the Buyer against any claim for infringement of letters of Patent, Registered Design, Trade mark or copyright by the use or sale or any article or material supplied by the Seller to the Buyer. The Seller will indemnify the Buyer against all costs and damages that the Buyer may incur in any action for such infringement or for which the Buyer may become liable in any such action. 14.2 The terms in 15.1 above will not apply if the Seller is providing articles, materials or goods where the Buyer solely provides the design. 15. INDEMNITY 15.1 The Seller will indemnify the Buyer against any loss of or damage to the property of the Buyer or any other person by reason of any negligent act or omission of the Seller or his employees, sub-contractors or agents arising out of the execution of the Order. The Seller will indemnify the Buyer against any claims for injury to or death of any person by reason of any negligent act or omission of the Seller or his employees, sub-contractors or agents arising out of the execution of the Order. 16. MISTAKES IN INFORMATION 16.1 The Seller shall be responsible for and shall pay extra costs occasioned by any errors or omissions in drawings, documentation or other information supplied in writing by the Seller, provided that these are not due to inaccurate drawings or information supplied in writing to the Seller by the Buyer. 17. TOOLING 17.1 Material, plant, tools, jigs or other equipment supplied by the Buyer solely for use in connection with Orders placed by the Buyer will remain the property of the Buyer, however responsibility for their safe custody and maintenance in good condition, fair wear and tear excepted, will rest with the Seller. 17.2 Where the Order Price includes the cost of making or purchasing jigs, tools, fixtures etc, these become the property of the Buyer when title to the goods passes to the Buyer. On completion of the Order or its earlier termination these must be held in safe custody and maintained in good condition until such time as disposal instructions are received from the Buyer. 18. TOOLING DESIGN 18.1 For any jigs, tooling etc, Ordered or associated with any Order the responsibility for the design of such tooling lies solely with the Seller, regardless of whether or not the Buyer has supplied any drawings, sample parts or information of any kind. It is the Seller's express responsibility to ensure that any such tooling, jigs, etc, produces parts that conform to the description in clause 3 of these Conditions of Purchase. 19. CONFIDENTIALITY 19.1 Technical information, drawings, design and other data supplied by the Buyer are confidential and must not, without the prior written consent of the Buyer, be disclosed to any third party and will be used solely for the purpose of the Order. 20. PUBLICITY 20.1 The Seller will not disclose any interest of any kind arising as a result of the Order by way of advertisement, publicity or purposes of trade without the prior written consent of the Buyer. 21. CANCELLATION 21.1 The Buyer shall be entitled to cancel this Order or part of this Order at any time by giving written notice to the Seller. 21.2 In any circumstances where the Buyer's Order is cancelled for any reason whatsoever, all and any advanced payments for designs, tooling, fixtures, materials, etc pertaining to the Order will be returned to the Buyer in full within 7 days of written notice of cancellation of the Order. [NB Clause 21.3 still applies] 21.3 If the Buyer, through no fault of the Seller, under these Conditions of Purchase contained herein, exercises his right of cancellation, then the Buyer shall be bound to pay a reasonable sum for and gain possession of any work done. This includes any jigs, tools, fixtures, drawings, and components in any state of completion and such payment shall release the Buyer from all further obligations under the Conditions of Purchase. 21.4 If the Buyer exercises his right of cancellation arising from breach of these Conditions of Purchase by the Seller, then no financial or other liability whatsoever shall be incurred by the Buyer. 22. SUBSISTENCE 22.1 If any clause, sentence, paragraph, item or other part of these Conditions of Purchase or the application thereof to any party shall for any reason be adjudged by a court of competent jurisdiction to be invalid or unenforceable, such invalidity shall not affect the validity of the remainder of the Agreement which shall continue in full force and effect. The said judgement of an appointed Arbiter shall be limited and confined in its operation to the clause, sentence, paragraph or item or other part of the Conditions of Purchase Terms directly subject thereto and to the party or parties affected thereby. 23. LAW 23.1 The Conditions of Purchase will be interpreted according to the Law of Scotland. The Buyer and the Seller both agree to submit to the non-exclusive jurisdiction of the Scottish courts.  uxŀhń(ar h `mCDEPtU~N^!!#;#[%%''(|yv (.((++-_-t.l.{/@/R336 666666@(abqrA^Nj g h | u  _`lmvq ; ; ; ; ; ; ;+m%CDEOPHKBTUxmźzoooo ; ; ; ; ; ;  ; ; ; ;+N]^ !!!!#:#;#Z#[$%%%%''''(((*#++++ø~ylaaa\ ; h; ; h; ; h; ; ; h; ; ;+-^-_-s-t.k.l.z.{/?/@/Q/R/123336 6 66666666ƻt ;E ; ; ; ; h; ; h; ; /Body Text IndentcaptionTitle"F9 r @   4666A.B