Terms & Conditions (Purchases)
Revision 01. 05/06/2023
1.1. The following definitions apply to these Conditions:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Buyer” means Progressive Technology Limited, a company registered in England and Wales with company number 07051006 and a registered office at Hambridge Lane, Newbury, RG14 5TS
“Buyer Supplied Materials” means any materials which are supplied by the Buyer to the Seller for the performance of the Contract;
“Conditions” means these terms and conditions of sale;
“Contract” means the contract between the Buyer and the Seller for the purchase and sale of the Goods subject to these Conditions;
“Delivery Location” has the meaning given to it in clause 10.2;
“Goods” means the goods (including any instalment of the goods) described in the Order and which the Buyer is to supply in accordance with these Conditions;
“Intellectual Property Rights” means any patent, trade mark, right in respect of logos and get-up, trade name, design, domain name, copyright, database right, utility model, other intellectual or industrial property right, in each case whether registered or unregistered and including any application for registration, and any right or forms of protection having equivalent or similar effect anywhere in the world including any such right which may now or in the future subsist;
“Know-how” means all information and know how, whether relating to inventions, improvements, technical information, data and documentation, methods, ideas, concepts, discovering techniques, specifications, components lists, and whether contained in specifications, instructions, laboratory notebooks, test reports, internal reports, memoranda or other documents;
“Order” means the Buyer’s order of the Goods submitted to the Seller;
“Price” means the price of the Goods set out in the Order, or, if no price is quoted, the price set out in the Seller’s published price list in force as at the date of delivery; and
“Seller” means the Supplier in receipt of a Purchase Order from the Buyer
1.2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4. A reference to “writing” or “written” includes fax and email.
1.5. The Buyer may amend these Conditions from time to time by giving notice in writing to the Seller.
2. BASIS OF SALE
2.1. The Buyer shall purchase and the Seller shall sell the Goods subject to these Conditions in accordance with any Order submitted by the Buyer which is accepted by the Seller.
2.2. These Conditions apply to the Contract to the exclusion of any other terms that the Seller seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3. The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Buyer in writing. In entering into the Contract the Seller acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which are not so confirmed.
3.1. The Buyer shall be responsible for ensuring the accuracy of the terms of any Order and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with such terms.
3.2. The quantity, quality and description and any specification for the Goods shall be those set out in the Order.
4.1. Where the Seller is required to submit proofs of the Goods (either as 3D models or digitally) to the Buyer for the Buyer’s approval, the Seller shall be entirely responsible for ensuring that such proofs are correct, accurate and meet the Buyer’s requirements before the Buyer approves such proofs.
4.2. Once delivered, the Buyer shall examine the Goods promptly upon receipt. The Seller shall be liable for any defects in quantity or quality of the Goods providing the Buyer gives written notice of the defect to the Seller in sufficient detail to enable the Seller to identify the defect within 30 days of Buyer’s receipt of the Goods.
5. SAFETY TESTING
5.1. The Buyer shall be responsible for informing the Seller of any specific safety requirements or features that may be applicable or required in connection with the Goods.
5.2. Unless otherwise agreed by the Buyer in writing, the Seller shall be responsible, at its own expense, for any safety testing that is required to meet any relevant regulations.
6. BUYER SUPPLIED MATERIALS
6.1. The Seller accepts liability and risk for any damage, loss or destruction caused to any Buyer Supplied Materials in the Seller’s possession.
7.1. The Price is exclusive of amounts in respect of VAT, any similar sales tax or any tax that replaces such sales taxes and import duty, all of which the Buyer shall be liable to pay. The Buyer shall, on receipt of a valid invoice from the Seller, pay to the Seller any additional amounts in respect of such taxes or any other sums as are chargeable on a supply of the Goods.
7.2. Unless otherwise agreed, the Price is exclusive of insurance and carriage of the Goods which shall be paid by the Buyer.
8. TERMS OF PAYMENT
8.1. The Buyer shall pay the invoice in full and in cleared funds within 60 days after the end of the month in which it was sent. Payment shall be made to the bank account nominated in writing by the Seller.
8.2. If the Buyer cancels any Order, the Buyer shall pay to the Seller the cost of the materials and work done by the Seller up to the point that the Order is cancelled.
9. INTELLECTUAL PROPERTY
9.1. In order to protect the Intellectual Property Rights and Know-how of the Buyer, the Seller warrants that it will not reverse engineer, disassemble, or otherwise attempt to derive the make-up of the Goods, from the Goods.
9.2. The Buyer hereby warrants to the Seller that any Buyer Supplied Materials and all information provided by the Buyer to the Seller under the Contract, including without limitation in the Order, shall not infringe the Intellectual Property Rights or other rights of any third party.
10.1. The Seller shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Buyer and Seller reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable) and special storage instructions (if any).
10.2. The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”).
10.3. Costs of delivery to a Delivery Location shall be paid by the Buyer unless otherwise agreed.
10.4. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
10.5. Any dates quoted for delivery are to be adhered to, and the time of delivery is of the essence, unless agreed in writing by the Buyer.
11. TITLE AND RISK
11.1. The risk in the Goods shall pass to the Buyer once the Seller receives payment in full for the Goods.
11.2. Title to the Goods shall pass to the Buyer on delivery of the Goods.
12. FORCE MAJEURE
12.1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by circumstances beyond the reasonable control of the party affected, including but not limited to, acts of God, fire, flood, war, riot, civil disturbance, government action, accident, labour disputes, shortages or inability to obtain material, weather conditions, environmental disasters, theft of equipment, transportation delays or default of Sellers or subcontractor.
13.1. Subject to the conditions set out below, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship from the date of delivery until the end of 1 month, or until the Goods are used in any way, whichever is the earlier.
13.2. The above warranty is given by the Seller subject to the following conditions:
13.2.1. the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design, Buyer Supplied Materials, or specification supplied by the Buyer;
13.2.2. the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
13.2.3. the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or the Seller so far as the Seller is reasonably able to pass on the benefit thereof to the Buyer.
14.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.1. The Seller may not at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
18.1. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Buyer and the Seller.
17.1. The Contract constitutes the entire agreement, and supersedes any previous agreement, between the parties relating to the subject matter of the Contract.
17.2. Except as expressly provided in the Contract, any failure to exercise or delay in exercising (whether fully or at all) a right or remedy provided by the Contract or by law does not constitute a waiver of the right or remedy or a waiver of any other rights or remedies.
17.3. A notice under or in connection with the Contract:
17.3.1. must be in writing;
17.3.2. must be in the English language; and
17.3.3. must be delivered personally or first class post to the party due to receive the notice to the address specified in the Order.
17.4. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
17.5. This Contract and all non-contractual obligations arising out of or in connection with it are governed by English law and subject to the exclusive jurisdiction of the English courts
18.1. The Buyer is approved to AS9100 quality standard and as such requires compliance from customers and sub-tier suppliers to conform to the details within the AS9100 standards and regulations. The Seller must be aware of their contribution to product safety and conformity to avoid counterfeit end product. Rights of access to the Seller must be provided should quality issues need to be addressed. Ethical behaviour and open communication are expected of the Seller during all interactions with the Buyer.
18.2. The Seller becomes a key contributor to the products and services that the Buyer delivers to its’ customers. The Buyer values the conformance of the Seller’s products and services with the Buyer’s contribution to product safety and ethical business practices to meet the Buyer’s customers’ requirements and satisfaction. It is understood that the Seller’s organization agrees to meet the following requirements necessary to satisfy AS9100 whenever a purchase order from the Buyer specifies that the order is for an aerospace application/job (or contains some similar aerospace/AS9100 reference). These requirements are to be considered as terms and conditions to all aerospace purchases. These terms and conditions apply to all external suppliers ( Sellers) and vendors which furnish products, processes, and/or services.
18.3. The Buyer reserves the right to final approval of products, services, methods, processes, equipment and release of products and services.
18.4. The Buyer is to be contacted by the Seller in the event of nonconforming product/material. Within 24 hours arrangements for the approval of supplier nonconforming product/material must be as directed by an authorized manager or designee of the Buyer.
18.5. The Seller shall notify the Buyer of any changes to a product and/or process and to obtain approval of such change from an authorized manager or designee of the Buyer. When required a new First Article of inspection shall be supplied.
18.6. The Buyer, our customers, and regulatory authorities retain the right of access to all the Seller’s facilities involved in the aerospace process order and to all associated/applicable records.
18.7. The Buyer requires that all applicable customer/regulatory/AS9100 requirements for the Seller to flow-down to your Seller/sub-tier suppliers. The Buyer performs inspection activities to ensure that purchased product meets purchase requirements. They may include: – Receiving inspections (of supplier products/services/documents) and/or performed by a designated employee of the Buyer. The Buyer verifies the authenticity of the appropriate certificate of conformity, material certificates, etc. and other accompanying documentation by review and comparison (as is appropriate) to the drawing and/or industry specifications or by other means. When necessary, The Buyer may inspect or audit at the Buyer’s facility.
18.8. All incoming finished parts, material, gauging, special tooling or any item that is used in the manufacture of aerospace parts must be boxed or protected during shipping. The Buyer retains the right to refuse any shipment because of damage that may occur because of improper packaging, etc. and return it to the Seller for replacement at the Seller’s cost.
18.9. Products are inspected to ensure they meet requirements (dimensions, etc.) and the results are recorded (as appropriate). All special processes (machining, heat treat, zinc plating, etc.) will require a Certificate of Conformity. All special processes must be performed by competent and/or qualified persons. To ensure product identification and traceability, The Buyer will institute controls that include the requirement of material certificates, Certificates of Conformity, and/or other supporting documentation from its suppliers ( Sellers) as is appropriate. These requirements may be specified on the Buyer’s RFQ, purchase order, or may otherwise be communicated to the Seller.
18.10. The Buyer requires that the Seller has policies and procedures to identify potential counterfeit parts from the Seller’s suppliers. In the event that products delivered under this order constitutes or includes counterfeit parts, the Seller shall, at its expense, promptly replace such counterfeit parts with genuine parts conforming to the requirements of this order. Notwithstanding any other provision in this order, the Seller shall be liable for all costs relating to the removal and replacement of counterfeit parts. The Buyer may also require specific actions where timely and/or effective corrective actions to a supplier issue(s) are not achieved. These actions may include but are not limited to any or all of the following: withholding payment until the issue is resolved, removal of the Seller from the Buyer’s approved supplier list, and legal actions.