CREATIVE INSTRUMENTATION STANDARD CONDITIONS OF PURCHASE

INTRODUCTION

The following conditions apply to the purchase of sub contract services, materials, parts or equipment, by Creative Instrumentation Ltd, or any affiliated companies within the Creative Group of companies, hereinafter called ‘the buyer’. No alterations or additions to, nor exclusion of, any part of these conditions shall be valid in law unless specifically agreed in writing by the Company. Nothing in the Buyer’s Terms of Purchase shall override, cancel or modify any of the Company’s Standard Conditions of purchase.
Conditions which apply on acceptance of order
Creative Group and all companies in the group structure, hereinafter company placing the order is called “the Buyer” and the person, firm, company or organisation accepting this order is called “the Supplier”.

1. Official Order and Variations

The Buyer will only be bound by these conditions, and shall not be subject to any terms and conditions of sale of the Supplier, however communicated, unless specifically agreed in writing as a variation to these Conditions by the Buyers Purchasing Department.

2. Assignment of Sub-contracting

The Supplier shall not assign the order or any rights or obligations there under without the previous consent in writing of the Company. No part of the Contract is to be sub-contracted without prior written approval of the Company. Any such permitted sub-contracting shall not in any way relieve the Supplier from any of its obligations under the terms of the Contract.

3. Customer Inspection

The Supplier acknowledges the right of the Customers, CAA or other regulating bodies of the Company to attend at the premises of the Supplier to inspect the premises, manufacturing processes, plant and machinery and without prejudice to the generality of the foregoing to inspect the sub-contract works being carried out and the sub-contract works to be supplied to the Company in any manner as the Customer, CAA or other regulating bodies shall consider appropriate for the purposes of verifying that purchased goods or services conform to the specification required.

4. Delivery Completion

(i) Delivery/Completion shall be in accordance with the terms of the Contract
(ii) Time shall be of the essence of the Contract
(iii) All goods tendered or delivery shall be accompanied by an advice note identifying the Company’s order number , a description of the goods and a statement of their quantity and details of any goods as may remain outstanding for delivery pursuant to the same order.

5. Patent Rights

The Supplier shall fully indemnify the Company against all claims, liabilities, damages, losses, costs and expenses concerning infringement or alleged infringement of any patent registered design trademark, service mark, copyright or similar protection which arise from anything done by or for the Supplier in relation to the goods or services supplied under the Contract or any use or re-sale by the Company of such goods or arise out of or in connection with the services provided.

6. Ownership of goods and or Materials

(i) Ownership of any goods in the case of an order for the purchase of goods and or materials in the case of an order for the provision of services for which payment or part payment has been made shall vest in the Company at the time such payment is made.
(ii) The Supplier shall take all necessary precautions to ensure that all goods and/or materials which are to be delivered to the Company under the terms of this Contract are packaged in a safe and sufficient manner so as to avoid damage or loss to such goods or materials whilst in transit and until delivered.
(iii) The passing of ownership shall be without prejudice to the continuing obligations of the Supplier hereunder.

7. Liability

The Supplier shall indemnify the Company in respect of any losses of whatsoever nature suffered b the Company arising out of the breach by the Supplier of any terms of this Agreement in this context, but without prejudice to the generality of the foregoing the Supplier warrants that all goods and all services to be supplied under this Contract shall be of merchantable quality and fit for the Company’s purpose which said purpose the Supplier herby acknowledges to be known to it. Further all goods supplied or services rendered by the Supplier shall conform with any samples submitted by the Supplier to the Company.

8. Quality Assurance/Inspection

(i) The Company and any person or persons authorised by it reserves the right to inspect any goods, work in progress or materials either at the Supplier’s premises or at any time after delivery and the Company shall be entitled to raise any claims in respect of the goods until such time as such inspection has taken place.
(ii) Any goods tendered by the Supplier for delivery to the Company as are not in accordance with the terms of this Agreement shall be returned to the Supplier, at the Supplier’s risk and the Supplier hereby agree to indemnify the Company against the costs of such return.
(iii) The Company at any time shall have the right to make changes in the quantities, specifications or specified processes and delivery schedules.
(iv) The Company will have the right to inspect the work in progress at a subcontractor’s premises.
(v) Vendors shall notify Creative of changes in the product and/or process definition and where contractually required obtain necessary approval prior to despatch.
(vi) The Vendor shall notify, in writing, their Purchasing representative of non-conforming product and not ship without an approved Creative concession note.
(vii) Where applicable, supplier must flow down customer requirements if stipulated on the purchase order.

9. Price

The price stated shall be a firm and fixed price. If no price is stated on the order the price shall be fair and reasonable taking account of prevailing market conditions.

10. Payment

The Contract price is to be paid within the agreed terms of the date of delivery.

11. Cancellation

Should the Company cancel this Contract for any reason whatsoever then such cancellation shall be without any liability to the Company.

12. Waiver

The waiver by either party of any terms of this Agreement shall not affect the enforceability of the remainder of this Agreement.

13. Law

The proper Law of the Contract shall be English Law and any disputes arising there under shall be dealt with exclusively by the Courts of England save that the Company shall be entitled to bring proceedings against the Supplier in the Courts of any other Jurisdiction where the Supplier resides or carries o business.

14. Security & Confidentiality

The supplier, his sub-contractors, employees, servants and agents shall be required while on the Purchaser’s premises to conform with all reasonable requests concerning access, conduct and security and shall be required to maintain in confidence all matters learned in connection with the Purchase Order and while on the Purchaser’s premises, the disclosure of which could be gainful to the Supplier or a third party or detrimental to the Purchaser.

15. Health & Safety at Work Act 1974

The Supplier, his sub-contractors, all employees, servants and agents shall in all dealings with the Purchaser comply with all relevant legislation, regulations and codes of practice.

16. COSHH Regulations 2002

The Supplier, his sub-contractors, all employees, servants and agents shall observe their specific responsibilities contained in the Control of Substances Hazardous to Health (COSHH) Regulations 2002, which require that suitable and sufficient information is to be provided with appropriate Goods such that an assessment of their hazards can be made (e.g. Hazard Warning Data Sheets).

CREATIVE INSTRUMENTATION STANDARD CONDITIONS OF TRADE

1-INTRODUCTION

The following conditions apply to the sale of sub contract services, materials or equipment, and to the hire, servicing or repair of goods supplied, repaired or serviced by Creative Instrumentation Ltd, or any affiliated companies within the Creative Group of companies, hereinafter called ‘the Company’. No alterations or additions to, nor exclusion of, any part of these conditions shall be valid in law unless specifically agreed in writing by the Company. Nothing in the Buyer’s Terms of Purchase shall override, cancel or modify any of the Company’s Standard Conditions of Trade.

2-MEANINGS

‘Buyer’ herein shall include buyer, hirer, lessee, owner or any other person who is in charge of goods supplied by the Company. ‘Goods’ shall include sub contract services, materials, equipment, spare parts and any other items supplied, serviced, repaired, loaned or hired by the Company.

3-PRICES & TERMS OF PAYMENT

Charges for goods and services supplied by the Company shall be paid in full on or before delivery or completion, unless the Buyer has an account with the Company.
An application for the opening of a credit account with the Company shall include an undertaking by the applicant that he/she has read and agreed to the Company’s Standard Conditions herein. Where the Buyer has an account, payment shall be made no later than 30 days from the end of the month following date of invoice. If payment by the Buyer is delayed, the Company may put a hold on the account or at its absolute discretion, close the Buyer’s account at any time and any balances due shall be paid immediately by the Buyer to the Company.
First order to be paid on a Pro Forma basis.

4-RESERVATION OF TITLE

a) All good shall remain the property of the Company until it has received payment in full of all the sums which are or may hereinafter be due from the Buyer to the Company in respect of any goods supplied under any contract now or in the future subsisting between them provided that when the goods or any of them are:

i) sold by the Buyer to a third party or,

ii) processed or mixed by the Buyer with other goods so that they lose their identity then the property in such goods or part thereof shall thereupon pass to the Buyer and provided further that if the Buyer sells the goods or part of them to a third party the proceeds of such sale shall be held by the Buyer for the Company’s account until the Company has been paid in full.

b) If payment in respect of the goods is overdue in whole or in part or immediately upon the commencement of any act or proceeding in which the Buyer’s solvency is involved the Company may (without prejudice to any of its other rights) recover and/or resell the goods or any of them (provided that property in such goods has not passed to the Buyer under sub-clause (a) (above) and may enter upon the Buyer’s premises either its servants or agents for that purpose.

5-SPECIFICATION OF GOODS: Defects and Returns

It is the responsibility of the Buyer to examine goods supplied by the Company and to identify defects in materials and/or workmanship which might cause damage or injury. Illustrations, descriptions, weights and measurements shall be taken by the Buyer as a guide only, and are not binding in detail. The Company reserves the right without notice and without affecting the validity of the contract to make such changes in materials, dimensions and design as are reasonable and desirable. Where defect returns are made by the buyer, the Company reserves the right to make a charge commensurate with the work carried out to inspect the product, if the product is not found to be defective.

All products ordered incorrectly will be subject to a 15% handling/re-stocking charge. All goods must be returned in their original packaging which must be in good condition and not marked otherwise no credit will be given. Specially manufactured against customer order and custom products cannot be returned.

6-INSTALLATION

Where assembly of goods supplied by the Company is not undertaken by the Company, the Buyer shall be responsible for assembly in accordance with the Company’s instructions and shall ensure that such instructions have been obtained from the Company. Failure to assemble the goods in the manner prescribed in the instructions supplied with the goods will invalidate the Company’s responsibility for damage caused to or by the goods.

7-ADVICE, INFORMATION & OPINION

Advice, information and opinion given by any Partner, Employee or Agent of the Company is given without legal responsibility. Any recommendation or suggestion made by the Company relating to the use or goods, whether in technical literature or in response to specific enquiry, is made in good faith, but it is for the Buyer to satisfy himself of the suitability of the goods for his particular purpose, and he shall be deemed to have done so.

8-LIMIT OF LIABILITY

The Company shall not be liable for damage or injury caused by its goods or workmanship beyond replacement of the goods or re processing of a process, or work on verification of the Buyer’s complaint. The Company shall not be liable for any consequential loss caused by its failure or delay in supplying, servicing or repairing goods, whether the loss arises from the actions or from the omissions of the Company, its Employees, Agents or Sub-Contractors. In the event of the Company providing sub contract services that result in damage or scrap to goods supplied by the Buyer, the Company will only be liable for a maximum of 2.5 (two and a half) times the processing cost of sub contract services supplied and not the value of goods supplied by the Buyer.

9-DELIVERIES

Any time named by the Company for the delivery of its goods is an estimate only, and while every effort will be made to deliver on time the Company will not be liable for any consequences of a delay in delivery. Claims by the Buyer for damage during transit or for shortages must be made to the Company in writing within seven days of the date of delivery.

10-GUARANTEES

Guarantees given shall not be applicable outside the United Kingdom unless expressly stated otherwise by the Company in writing. Any guarantee given will be invalidated if the goods supplied by the Company are subjected to misuse or accidental damage after the Buyer has taken delivery of them.