NOTICE: The purchase of any Products or Services by the Buyer is expressly limited to and governed by these Terms and Conditions. These Terms and Conditions are incorporated into and made a material part of any purchase order issued by the Buyer. Any acceptance of the Buyer’s offer is expressly limited to acceptance of these Terms and Conditions. The Buyer expressly objects to and rejects any additional or different terms or conditions proposed by Supplier. No Supplier terms or conditions shall become part of the parties’ agreement or shall modify these Terms and Conditions, even if signed by a representative of the Supplier, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. By accepting any purchase order from the Buyer, issuing an order acknowledgement or confirmation, or commencing to perform under the Buyer’s purchase order, the Supplier accepts and assents to these Terms and Conditions. The Supplier acknowledges that these Terms and Conditions apply to all purchases by the Buyer and any of its affiliates.
1. DEFINITIONS
“Buyer” means Advanced Manufacturing (Sheffield) Limited.
“Contract” means the Purchase Order issued by the Buyer (including any ancillary documents provided by the Buyer) and these Terms and Conditions. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract.
“Force Majeure Event” means any event beyond the reasonable control of either party.
“Price” means the sums payable for the Products or Services set out on the Purchase Order.
“Products” means the equipment, parts, materials, supplies, and other goods the Buyer has requested and the Supplier has agreed to supply to the Buyer under the Contract, including any repaired or replacement Products provided by the Supplier in accordance with these Terms and Conditions.
“Purchase Order” means a purchase order raised by the Buyer for the purchase of Products or Services from the Supplier
“Supplier” means the entity or entities providing Products and/or performing Services for the Buyer under the Contract.
“Services” means the Services that the Buyer has requested and the Supplier has agreed to perform for the Buyer under the Contract, including any Services that are reperformed by the Supplier in accordance with these Terms and Conditions.
“Terms and Conditions” means these General Terms and Conditions for the Purchase of Products or Services, together with any modifications or additional provisions specifically stated in the Purchase Order or specifically agreed upon by the Buyer in writing.
2. ACCEPTANCE
2.1 The Purchase Order constitutes the Buyer’s offer to the Supplier, and is a binding contract on the terms and conditions set forth herein when it is accepted by the Supplier either by the Supplier’s acknowledgement or the commencement of performance hereunder.
2.2 No condition stated by the Supplier in accepting or acknowledging this order shall be binding upon the Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by the Buyer’s written approval.
2.3 Unless otherwise determined by the Buyer, the Supplier will work to the drawings, instructions, specifications, acceptance criteria and any other relevant technical instructions as laid down in the Purchase Order.
3. QUALITY SYSTEM REQUIREMENTS FOR SUPPLIERS
3.1 All Suppliers, if requested, are to provide evidence of approvals and allow a quality audit if requested.
3.2 All Suppliers must have a quality management system that has been certified by a recognised auditing body, against the standard that Buyer wishes to employ for the Purchase Order. Any changes to that approval certificate once provided to the Buyer need to be passed on by the Supplier.
3.3 Where special processes are required the Supplier shall hold the relevant approvals, and confirm that employees have the required competency to conduct these special processes.
3.4 In the event where a sub-contractor is required the Supplier shall only use the Buyer’s designated or approved sub-contractors. The Supplier shall flow down the Buyer’s requirements to all sub-contractors as applicable. The Buyer will be notified, if applicable, of any changes to the Suppliers sub-contractors.
3.5 The Supplier will notify the BuyerL of any changes to processes, products or services if these are specified in the Purchase Order.
3.6 The Supplier will have a system to prevent the use of counterfeit product.
3.7 The Supplier should be in a position to demonstrate that their employees are aware of their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behaviour.
4. REVISIONS
4.1 No revision of these Terms and Conditions or of the Purchase Order shall be valid unless in writing and signed by an authorised representative of the Buyer’s purchasing department.
5. DELIVERY; TITLE; RISK OF LOSS
5.1 Delivery shall be strictly in accordance with the date (or delivery schedule) specified on the Purchase Order.
5.2 The Supplier shall complete and deliver the goods at the time or times specified in the order and in this respect time shall be of the essence. The Supplier will make no delivery before the dates(s) stated on the Purchase Order.
5.3 The Buyer may at any time or times by notice in writing to the Supplier requesting a reasonable postponement to the date(s) of delivery of any Products without thereby incurring any liability. The Supplier shall deliver such Products 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 Buyer.
5.4 If the Supplier has reason to believe that a delivery will be late, the Supplier must give prompt written notice to the Buyer of a delayed delivery with the cause and a revised date. The Buyer retains the right to cancel the Purchase Order if the delay is unacceptable.
5.5 Title to, and risk of loss, for all Products sold to the Buyer shall pass to the Buyer only after unloading Products at the delivery location selected by the Buyer.
5.6 Unless otherwise noted on the Purchase Order, products shall be shipped by the Supplier DAP (Incoterms 2020) to destination specified on the Purchase Order, freight prepaid, and Services shall be performed at the Buyer’s location as specified.
5.7 The Buyer will not be liable or held responsible for any delays or losses related to the Buyer’s failure to accept Products or Services that arise directly or indirectly from a Force Majeure Event. If the Supplier suffers a delay due to such an event, the Buyer may terminate any order where such delay exceeds or is reasonably likely to exceed twenty days.
6. DELIVERIES MADE
6.1 If the Supplier delivers in excess of the quantity due the Buyer shall have the right to accept or reject the quantity in excess of that due.
6.2 The Supplier will provide documented evidence of product conformity.
7. TERMINATION
7.1 Termination for failure to comply with the Purchase Order
The Buyer may terminate the Contract without penalty if:
7.1.1 the Products or Services do not comply with the specification or the terms and conditions set out in the Purchase Order;
7.1.2 the Products or Services are not delivered within the timeframe specified on the Purchase Order.
7.2 Termination for Insolvency
The Buyer may suspend or terminate the Contract if the Supplier becomes insolvent or unable to pay its debts.
7.3 Termination for change of control
The Buyer may terminate the Contract if there is a change of control of the Supplier.
7.4 Termination for convenience
The Buyer may terminate the Contract at any time, without penalty, by giving not less than three (3) months’ prior written notice to the Supplier.
8. ACCEPTANCE AND REJECTION
8.1 All Products will be subject to final inspection and acceptance by the Buyer within a reasonable time after receipt at the designated destination, irrespective of prior payment.
8.2 The Buyer may reject any Product which contains defective material or workmanship or does not conform to specifications, samples or warranties.
8.3 Failure to give notice of any defect or non – conformity shall not affect any warranty or operate as acceptance of any Product or Service with a latent defect.
8.4 Any Product so rejected will be returned to the Supplier at their risk and expense, plus applicable carriage charges.
8.5 In the event that any of the Products are not supplied in accordance with the Contract, then, without prejudice to any other remedy available to it, the Buyer shall be entitled to, at its sole option, require the Supplier to repair or replace the Products within fourteen days or provide a full refund and the Supplier shall be liable to pay the Buyer any reasonably incurred additional costs.
8.6 In the event that any of the Services are not supplied in accordance with the Contract then, without prejudice to any other remedy available to it, the Buyer shall be entitled to, at its sole option, require the Supplier to provide replacement Services within fourteen days or provide a full refund and the Supplier shall be liable to pay the Buyer any reasonably incurred additional costs.
9. RECORD RETENTION
9.1 In addition to contractual requirements specified in the Purchase Order the Supplier shall retain verifiable objective evidence of inspection and tests performed and such records shall be made available for evaluation for a contractually agreed upon period which unless otherwise specified by the Buyer, shall be ten years.
9.2 In the event that the Supplier ceases trading, all relevant records shall be made available to the Buyer if so requested.
10. NOTIFICATION OF NON-CONFORMING PRODUCT
10.1 The Supplier is required to notify the Buyer of any Product that does not conform to the requirements or specification stipulated in the Purchase Order.
10.2 Such Products shall not be shipped until written acceptance is received from the Buyer.
11. ADDITIONAL REQUIREMENTS
11.1 RIGHT OF ACCESS BY THE BUYER, THEIR CUSTOMER AND REGULATORY AUTHORITIES
In accordance with contractual agreements, right of access by the Buyer , their customer, and regulatory authorities shall be afforded to all facilities involved in the order and to all applicable records,
11.2 CERTIFICATE OF CONFORMANCE
This quality record shall include the purchase order number, quantity shipped, date shipped, manufacturer’s part number, details of certified quality system and, where applicable, the Buyer’s part number and manufacturer’s date code (see 11.4 below). It shall be signed by an authorised person to indicate compliance with the requirements of this document.
11.3 NOTIFICATION OF CHANGES
Changes to product design, process definition, raw material, suppliers / subcontractors, manufacturing method or location must be notified to the supplier. Material or parts may not be shipped until written acceptance is received from the Buyer.
11.4 DATE CODE / LOT NUMBER CONTROL
Deliveries of parts/components with multiple date codes or multiple lot numbers shall be segregated such that each part/component is identifiable by its date code or lot number. The paperwork shall indicate where multiple date codes or lot numbers have been delivered, along with the associated quantity.
11.5 FIRST ARTICLE INSPECTION
11.5.1 If requested on the Purchase Order, a First Article Inspection Report (FAIR) shall be completed by the Supplier using the format specified in AS9102. The article on which the FAI was performed shall be clearly marked on both the part and the report.
11.5.2 The FAIR shall confirm that all processes, material specifications and dimensions are met. In the case of raw material or process, proof of acceptability shall be made available either through records or attached certificates.
11.5.3 Any discrepancies detected by the Supplier during the FAI shall be notified to the Buyer and a deviation sought in advance of any parts being shipped to the Buyer. No non-conforming part shall be despatched without written approval from the Buyer.
11.5.4 Failure to comply with the above requirements will result in the Buyer rejecting the Product.
11.5.5 Where a FAIR already exists for a part, and the drawing has been updated and there is a change in the form, fit or function of the part, then a partial FAIR may be submitted for the change/update only.
11.6 LOSS OF APPROVAL
The Supplier shall inform the Buyer in the event of loss or withdrawal of any relevant approval.
12. PAYMENT OF INVOICES
12.1 Purchase Payment Terms
The Purchase Order terms are 60 days from the date of receipt of the Supplier’s invoice.
12.2 Sending of Invoices
All purchase invoices must be sent to the following email address in pdf format:- advancedmanufacturingsheffieldltd@uk.lightyear.cloud or such other e-mail address as may be notified from time to time.
All purchase invoices must contain the Purchase Order, part number, and description of the purchased item.
12.3 Price increases
No increase in the Price may be made without the prior consent of the Buyer in writing (such consent not to be unreasonably withheld or delayed).
12.4 Set-off
Any sums owed to the Buyer by the Supplier may be set off against the Price.
13. COMPLIANCE
13.1 Conflict Materials
If the Products contain tantalum, tungsten, tin, or gold then the Supplier shall ensure that any items or materials forming part of the Products have been purchased from legitimate and responsible suppliers which are not involved in funding conflict. The Buyer may request that the Supplier provides them withall relevant information showing the source of such materials and its compliance with the relevant legislation.
13.2 Anti-Slavery
The Supplier warrants that it shall comply with all applicable anti-slavery and human trafficking laws and regulations, and shall not engage in any activity, practice, or conduct that would constitute an offence under the Modern Slavery Act 2015. The Supplier shall notify the Buyer immediately if it become aware of any actual or suspected slavery or human trafficking in its supply chain. The Supplier shall maintain a complete set of records to trace the supply chain of all Products and/or Services provided to the Buyer in connection with the Contract. The Supplier permits the Buyer to inspect its premises and records to audit its compliance with its anti-slavery obligations.
13.3 Anti-Corruption
Each Party undertakes that it complies with all applicable laws and regulations relating to anti-corruption, including but not limited to, the Foreign Corrupt Practices Act, the Bribery Act 2010 and other applicable anti-bribery laws. Each Party represents that it has and shall maintain and adhere to an appropriate anti-corruption policy and processes.
13.4 Data Protection and Maintenance
Each Party shall comply with the obligations imposed on them under the UK General Data Protection Regulation, the Data Protection Act 2018 and applicable data protection legislation and privacy legislation in force from time to time in the United Kingdom. All records relating to the Contract shall be maintained for a period of seven (7) years in a suitable filing system. Such records shall remain legible.
14. PERFORMANCE MEASURES
If the Supplier is classified as a key supplier then quality, delivery and performance will be reviewed on a regular basis by the Buyer.
15. GENERAL
15.1 Entire agreement
15.1.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.1.2 Each party acknowledges that in entering into this agreement it does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
15.2 Notices
Any notice to be given to either party under the Contract shall be in writing and shall be delivered by hand, or first-class post or by email.
15.3 Assignment and Subcontracting
The Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under this agreement without the Buyer’s consent.
15.4 Amendments
No variation shall be effective unless in writing and signed by authorised representatives of both parties.
15.5 Severability
If any provision is held unenforceable, the remainder shall remain in force.
15.6 Waiver
15.6.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
15.6.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.7 Third Party Rights
No third party shall have rights under the Contracts (Rights of Third Parties) Act 1999.
15.8 Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract, its formation or subject matter.
15.9 Applicable Law
The Contract and any dispute or claim arising out of or in connection with its formation or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.