/ Terms and conditions
The general terms and conditions of purchase contained herein (Terms and Conditions) shall apply to all purchases of Products and Services (as defined below) made by Aerospace Logistics Limited (Aerospace Logistics Ltd).
In these Terms and Conditions and the Contract, the following definitions shall apply:
Contract: the Sellers quotation for Products and Services and Aerospace Logistics Ltds subsequent acceptance of it under condition 1.2.
Delivery Date: the date for delivery of the Products and Services as set out in the Quotation and in accordance with condition 5.
Products: the products specified in the Purchase Order and agreed in the Contract to be bought by Aerospace Logistics Ltd from the Seller (including any part or parts of them).
Purchase Order: Aerospace Logistics Ltd’s written instruction to the Seller to request the Products and Services, incorporating these conditions.
Quotation: the quotation provided by the Seller in response to the Purchase Order.
Seller: the person, firm or company who provides the Products and Services under the Contract.
Services: the services provided by the Seller under the Contract as set out in the Purchase Order.
1. Application of terms
1.1 Subject to any variation under condition 1.3, these conditions are the only conditions upon which Aerospace Logistics Ltd is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions.
1.2 The Sellers Quotation constitutes an offer by the Seller to supply the Products and Services specified in it on these Terms and Conditions. No offer placed by the Seller shall be accepted by Aerospace Logistics Ltd other than by acceptance of the Quotation in writing by Aerospace Logistics Ltd, at which point the Contract for the supply and purchase of those Products and Services on these Terms and Conditions will be established. The Sellers standard terms and conditions (if any) attached to, enclosed with or referred to in the Quotation or any document in response to the Purchase Order shall not form part of or govern the Contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.
1.3 These conditions apply to all Aerospace Logistics Ltd’s purchases and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by the Managing Director of Aerospace Logistics Ltd.
2. Quality of Products and Services
The use of statistical methods of product acceptance must be approved by Aerospace Logistics Ltd. The Seller shall implement a quality management system acceptable to Aerospace Logistics Ltd covering the goods and services (including test specimens or prototypes for engineering approval) supplied. Only sources approved by Aerospace Logistics Ltd or its customer are to be used for the performance of special processes. Aerospace Logistics Ltd will identify the approved sources with each purchase order. Only sources approved are to be used in the performance of the work required by that order. Failures to utilize the appropriate
approved sources are cause for rejection. The seller shall prevent the use of unapproved or counterfeit parts. The seller shall not substitute parts without the authorisation of Aerospace Logistics Ltd. The Seller shall ensure that their staff are aware of their contribution to product or service conformity.The Seller shall ensure that their staff are aware of their contribution to product safety. Supplier shall employ ethical behaviour in its operations to ensure product conformity and safety. Design and development information shall be controlled and subject to configuration management. Information provided may include Critical Items or Key Characteristics that must be verified or measured and recorded on applicable inspection documents or the First Article Inspection Report.
2.1 The Seller warrants to Aerospace Logistics Ltd that:
(a) the Products shall be of the best available design, of the best quality, material and workmanship, be without fault and conform in all respects with the Purchase Order, Contract and specification and/or patterns supplied or advised by Aerospace Logistics Ltd to the Seller;
(b) the Services will conform in all respects with the Purchase Order, Contract and specification supplied or advised by Aerospace Logistics Ltd to the Seller;
(c) the Services will be performed with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry for similar services; and
(d) the Services and Products will be provided in accordance with all applicable legislation from time to time in force and the Seller shall inform Aerospace Logistics Ltd as soon as it becomes aware of any changes in that legislation.
2.2 Aerospace Logistics Ltd’s rights under these conditions are in addition to the statutory conditions implied in favour of Aerospace Logistics Ltd by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 both as amended and any other statute.
2.3 The provisions of this condition 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Seller.
3.1 The Seller shall provide Aerospace Logistics Ltd with a warranty for the Products for twelve months from the Delivery Date (the Warranty Period).
3.2 All manufacturing defects occurring during the Warranty Period shall be repaired free of charge by the Seller. These defects shall be urgently attended to, and in any case within 14 business days from the date of notice given to the Seller by Aerospace Logistics Ltd.
3.3 In the case of major defects resulting in prolonged repairs the affected Products shall be replaced free of cost and a new warranty shall be provided for such Products. Any freight charges for repairs or replacement Products shall be borne by the Seller.
4.1 The Seller shall keep Aerospace Logistics Ltd indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by Aerospace Logistics Ltd as a result of or in connection with:
(a) defective workmanship, quality or materials;
(b) an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Products or Services; and
(c) any claim made against Aerospace Logistics Ltd in respect of any liability, loss, damage, injury, cost or expense sustained by Aerospace Logistics Ltd’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Products or Services as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Seller.
4.2 During the term of the Contract and for a period of twelve months after, the Seller shall maintain in force the following insurance policies with reputable insurance companies:
(a) public liability insurance with a limit of at least #10 million per claim; and
(b) product liability insurance with a limit of at least #1 million for claims arising from a single event or series of related events in a single calendar year.
4.3 On Aerospace Logistics Ltds request the Seller shall produce the insurance certificates giving details of the cover and the receipt for the current years premium.
4.4 The provisions of this condition 4 shall survive termination of the Contract, however arising.
5.1 The Products shall be delivered to Aerospace Logistics Ltd’s place of business or to such other place of delivery as advised by Aerospace Logistics Ltd in writing prior to delivery of the Products. The Seller shall bear the costs and risk of delivery and off-loading the Products.
5.2 The Seller shall ensure that each delivery is accompanied by:
(a) a delivery note which states the Purchase Order number, date of Purchase Order, number of packages, pattern/part number and description and, in the case of part delivery, the outstanding balance remaining to be delivered.
(b) a certificate of conformance in accordance with ISO9000:2015, AS9100, AS9110, AS9120 or equivalent in accordance with the terms specified in the Purchase Order. Specific requirements will be added in the PO Notes.
5.3 Unless otherwise stipulated by Aerospace Logistics Ltd in the acceptance of the Quotation, deliveries shall only be accepted by Aerospace Logistics Ltd in normal business hours.
5.4 The date for delivery shall be specified in the Quotation. Where a time period is quoted, the Delivery Date shall be the day on which the time period ends and time shall be of the essence. The Seller shall deliver the quantities and at the time specified by Aerospace Logistics Ltd; Supplier performance including on time delivery and nonconformities will be monitored.
5.5 If the Products are not delivered on or before the Delivery Date, without prejudice to any other rights which it may have, Aerospace Logistics Ltd reserves the right and is entitled to avail itself of any one or more of the remedies at its discretion in accordance with condition 13.
5.6 Where Aerospace Logistics Ltd agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless, failure by the Seller to deliver any one instalment by the agreed date of delivery for such instalment shall entitle Aerospace Logistics Ltd, at its sole discretion, to act in accordance with condition 13.
5.7 If the Products are delivered to Aerospace Logistics Ltd in excess of the quantities specified in the Purchase Order Aerospace Logistics Ltd shall not be bound to pay for the excess and any excess shall be and shall remain at the Seller’s risk and shall be returnable at the Seller’s expense.
5.8 The Seller shall immediately report to Aerospace Logistics Ltd any malfunctions, defects and unairworthy conditions that are discovered. The Seller shall provide written notification when a nonconformity is determined to exist on product or services and obtain approval for their disposition. The Seller shall inform Aerospace Logistics Ltd in writing prior to delivery if:
(a) the Products or any part of them do not conform to the Purchase Order; and
(b) there have been any changes to the Products or the process definition. The Seller shall notify Aerospace Logistics Ltd of any changes in product, process, materials, or manufacturing facility location prior to the shipment of product and obtain Aerospace Logistics Ltd’s approval.
5.9 Upon notice as set out in clause 5.8 above, Aerospace Logistics Ltd shall have the right to cancel its Order on immediate notice.
6. Inspection of Products
6.1 The goods shall be supplied or the work done to the entire satisfaction of the Buyer which shall be afforded an opportunity of examining delivered goods before accepting them, but such examination shall not imply acceptance of the goods or relieve the supplier of responsibility or liability. The buyer may return goods rejected at the suppliers risk and expense. The supplier shall make good to the Buyer, free of charge, any loss or damage to or defect in the goods or work done.
6.2 Aerospace Logistics Ltd shall inspect the Products within 21 days of them being delivered.
6.3 If on inspection or testing the Products or Services fail to meet any of the standards as set out in conditions 2.1 or 2.2 Aerospace Logistics Ltd shall inform the Seller and shall be entitled to avail itself of any one or more of the remedies at its discretion in accordance with condition 13.
6.4 Delivery of the Products shall not be deemed accepted unless or until the Products are repaired or replaced and fulfil the specifications detailed in the Purchase Order and meet the standards as set out in conditions 2.1 and 2.2.
6.5 Any delay of delivery under condition 6.2 which results in the failure to comply with the Delivery Date shall entitle Aerospace Logistics Ltd to act in accordance with condition 13.
6.6 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Products and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under the Contract.
7.1 The Products shall remain at the risk of the Seller until Aerospace Logistics Ltd has accepted delivery in accordance with condition 6.
7.2 Ownership of the Products shall pass to Aerospace Logistics Ltd on delivery.
8.1 The price of the Products shall be stated in the Quotation and unless otherwise agreed in writing by Aerospace Logistics Ltd shall be exclusive of value added tax but inclusive of all other charges including (but not limited to) packaging, inland freight, air freight, shipment or port-trust and all amounts payable for the use of patents, trade marks and any other intellectual property rights.
8.2 No variation in the price nor extra charges shall be accepted by Aerospace Logistics Ltd.
9.1 Subject to fulfilment of condition 5.2, Aerospace Logistics Ltd shall pay the price of the Products within ninety (90) days of receipt of the invoice or within ninety (90) days of delivery of the Products to Aerospace Logistics Ltd (whichever is the later), but time for payment shall not be of the essence of the Contract.
9.2 Without prejudice to any other right or remedy, Aerospace Logistics Ltd reserves the right to set off any amount owing at any time from the Seller to Aerospace Logistics Ltd against any amount payable by Aerospace Logistics Ltd to the Seller under the Contract.
9.3 If any sum under the Contract is not paid when due then, without prejudice to the parties’ other rights under the Contract, that sum shall bear interest from the due date until payment is made in full, both before and after any judgment, at 1% above the base rate of Barclays Bank PLC from time to time. The Seller is not entitled to suspend deliveries of the Products as a result of any sums being outstanding.
10.1 The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by Aerospace Logistics Ltd or its agents and any other confidential information concerning Aerospace Logistics Ltd’s business or its products which the Seller may obtain and the Seller shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Seller’s obligations to Aerospace Logistics Ltd and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller.
11. Aerospace Logistics Ltd’s property and quality system
11.1 Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by Aerospace Logistics Ltd to the Seller or not so supplied but used by the Seller specifically in the manufacture of the Products shall at all times be and remain the exclusive property of Aerospace Logistics Ltd but shall be held by the Seller in safe custody at its own risk and maintained and kept in good condition by the Seller until returned to Aerospace Logistics Ltd and shall not be disposed of other than in accordance with Aerospace Logistics Ltd’s written instructions, nor shall such items be used otherwise than as authorised by Aerospace Logistics Ltd in writing.
11.2 In accordance with Aerospace Logistics Ltds quality system requirements, the Seller must ensure that all controlling documentation is retained indefinitely from the date of the Purchase Order and must have Aerospace Logistics Ltd’s authorisation for disposal. The Seller shall allow access to all relevant documentation and facilities by Aerospace Logistics Ltd or the relevant authorities and Customers (where applicable) for review in accordance with the Contract or regulatory requirements. The Seller must include this obligation in any contracts with sub-tier suppliers to ensure compliance. The Seller is responsible for the flow down to the supply chain of all applicable requirements including authority and customer requirements.
12.1 Aerospace Logistics Ltd shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Seller fourteen days written notice whereupon all work on the Contract shall be discontinued and Aerospace Logistics Ltd shall pay to the Seller fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
12.2 Aerospace Logistics Ltd shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:
(a) the Seller commits a material breach of any of the terms and conditions of the Contract and (if such breach is remediable) fails to remedy that breach within a period of fourteen days after receipt of notice in writing requiring it to do so; or
(b) any distress, execution or other process is levied upon any of the assets of the Seller; or
(c) the Seller has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or
(d) the Seller ceases or threatens to cease to carry on its business; or
(e) the financial position of the Seller deteriorates to such an extent that in the opinion of Aerospace Logistics Ltd the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.
12.3 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of Aerospace Logistics Ltd accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
13.1 Without prejudice to any other right or remedy which Aerospace Logistics Ltd may have, if any Products are not supplied in accordance with, or the Seller fails to comply with, any of the terms or specifications of the Contract (including not supplying the Products by the Delivery Date) Aerospace Logistics Ltd shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Products have been accepted by Aerospace Logistics Ltd:
(a) Charge the Seller, or reduce payment under the Contract by, 0.5% of the Contract price for each week of delay after the Delivery Date, up to a maximum of 5%.
(b) at Aerospace Logistics Ltd’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Products or to supply replacement Products and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
(c) for Aerospace Logistics Ltd to carry out, at the Seller’s expense, any work or repair necessary to make the Products comply with the Contract;
(d) to reject the Products (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Products so returned shall be paid forthwith by the Seller;
(e) to refuse to accept any further deliveries of the Products but without any liability to the Seller;
(f) to claim such damages as may have been sustained in consequence of the Seller’s breach or breaches of the Contract; and
(g) to rescind the Contract.
14.1 The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of Aerospace Logistics Ltd.
14.2 Aerospace Logistics Ltd may assign the Contract or any part of it to any person, firm or company.
15. Force majeure
15.1 Aerospace Logistics Ltd reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Products ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Aerospace Logistics Ltd including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
16.1 Each right or remedy of Aerospace Logistics Ltd under the Contract is without prejudice to any other right or remedy of Aerospace Logistics Ltd whether under the Contract or not.
16.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
16.3 Failure or delay by Aerospace Logistics Ltd in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
16.4 Any waiver by Aerospace Logistics Ltd of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.