Meridian Technologies Inc.

Meridian Lightweight Technologies UK Ltd.

Purchase Order Terms and Conditions

These terms and conditions (the “Conditions”) are incorporated, in their entirety, and shall form part of and be read in conjunction with, any purchase order (an “Order”) issued by Meridian Lightweight Technologies UK Limited (“Buyer”) to a supplier (“Seller”). These terms and conditions shall apply to any supply under an Order unless varied or excluded by written instrument signed by an authorized representative of Buyer.

  1. ACCEPTANCE OF ORDERS
    1. The Order constitutes an offer by Buyer to purchase Goods and/or Services from Seller in accordance with these Conditions.
    2. An Order shall be deemed to be accepted by Seller on the earlier of:
      1. Seller's commencement of work on the goods subject to this Order (“Goods”) or shipment of Goods, whichever occurs first, or
      2. Seller’s commencement of performance of all or any portion of the services subject to this Order (“Services”),
      3. Seven days after its receipt by Seller unless Seller has specifically indicated that the Order is not accepted.
    3. Acceptance of this Order is subject to and conditional upon acceptance of these terms and conditions. Any proposal for additional or different terms or any attempt by Seller to vary in any way any of these terms and conditions, whether in Seller's quotation form, acknowledgement form, invoice or otherwise.
    4. If an Order is deemed to be accepted, such acceptance shall be limited to these terms and conditions. Any proposal for additional or different terms in such prior offer by Seller shall be deemed material and is hereby objected to and rejected.
  2. REQUIREMENTS

    Seller shall comply with any quality assurance process, inspections and standards applicable to Goods or Services that Buyer will use to comply with any purchase order issued to Buyer by a customer of Buyer, including ISO/TS 16949, ISO 14001, QS-9000 and/or the quality system requirements of any automotive OEM manufacturer (an “OEM Customer”) issuing such a purchase order to Buyer.

  3. LABELLING, PACKING AND SHIPPING

    All Goods are to be suitably prepared for shipment and must be labelled, packed and shipped in accordance with Buyer's specifications and, as required, applicable law. Seller shall not charge Buyer for labelling, packing, boxing or crating except as stated otherwise in this Order. Material shipped in advance of releases or shipping dates specified in the Order, or in excess of the quantity ordered, shall be at Seller's risk and may be returned to Seller, and all transportation charges both to and from the original destination shall be paid by Seller. If Goods are not shipped in accordance with Buyer's directions and/or the instructions set out in this Order, if any, then Seller shall pay or reimburse Buyer, as the case may be, for any excess cost occasioned thereby or damage to Goods resulting therefrom.

  4. DELIVERY

    Time is of the essence of this Order. Deliveries are to be made both in the quantities and at the times specified herein, or if not specified herein, in such quantities and at such times as may be indicated in Buyer's releases or other instructions. If the delivery date specified in the Order is marked “as scheduled”, “as directed” or in some other similar fashion, Buyer will issue from time to time releases or other shipping schedule authorisations specifying shipping dates, quantities and destination. If Seller is unable to make shipments as specified in this Order or in a release or schedule authorisation, then Buyer must be notified immediately.

  5. RISK OF LOSS

    Unless otherwise indicated on the face of the Order, all Goods shall remain at the risk of Seller until delivery to Buyer’s facility designated on the Order has been completed at which point risk shall transfer to Buyer. Delivery is complete for the purposes thereof upon Goods being offloaded by Seller from the delivery vehicle at Buyer’s facility.

  6. REJECTION OR DELAYS IN DELIVERY
    1. Buyer shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following delivery or after any latent defect has become apparent. For the avoidance of doubt, neither any inspection or testing by Buyer, whether before or after physical delivery of the Goods nor the signing of a delivery note or other document shall be deemed to constitute or evidence acceptance or approval of the Goods nor be deemed a waiver of Buyer’s rights either to cancel or return all or any part thereof nor shall it be deemed to constitute acceptance or approval of the Goods by Buyer.
    2. Buyer reserves the right to carry out such testing and inspections on Goods as Buyer considers necessary to ensure that Goods tendered for delivery are supplied in conformity with the Order and to reject any Goods tendered for delivery found to be non-conforming or to advise Seller that the Goods do not or will not meet the requirements of the Order and will be rejected if tendered for delivery. The costs of testing relating to non-conforming Goods shall be charged to and paid by Seller.
    3. If Seller fails or refuses to proceed with this Order or Seller fails to make delivery as contemplated by this Order, or if Buyer fails to accept delivery in accordance with the delivery schedule, the other party may cancel the then remaining balance of this Order, unless the delay is as a result of an event of force majeure as defined below. In addition, if any of Seller's deliveries or performance fails to meet schedule other than by reason of force majeure, Buyer may, without limiting or affecting its other rights or remedies in any manner whatsoever, direct expedited routing and charge to Seller all excess costs incurred thereby, and all additional handling charges and other expenses (whether related or not) resulting therefrom shall be chargeable to Seller and payable upon demand.
  7. FORCE MAJEURE
    1. The term “force majeure” means any delay in making or accepting deliveries or performance which results without fault or negligence on the part of the party involved and to the extent that the party is prevented from performance as a result of causes beyond its control including, without being limited to, acts of God or of a public enemy, any preference, priority or allocation order issued by government or any other act of government, any act of the other party hereto, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, and delays of a supplier due to such causes. The term “force majeure” shall not, however, mean or include those delays, directly or indirectly caused or related to financial difficulties. Whenever an actual or potential force majeure is delaying or threatens to delay performance of this Order, the delayed party shall immediately give notice thereof to the other party. Such notice shall include all relevant information with respect to such force majeure. Buyer may delay delivery or acceptance of Goods or performance of Services, by reason of force majeure, in which case Seller shall hold Goods and/or delay performance of Services, at Buyer's direction, until such time as the cause of the delay has been removed. If such force majeure events or circumstances prevent Seller from supplying the Goods and/or Services for more than 30 days, Buyer shall have the right, without limiting its other rights or remedies, to terminate this Order with immediate effect by giving written notice to Seller.
    2. If under the terms of this Order Buyer grants Seller exclusive rights to supply Goods or Services to Buyer, such rights shall not restrict Buyer's right to procure goods or services similar to Goods or Services from such suppliers as Buyer determines appropriate in a force majeure event.
  8. TRANSPORTATION CHARGES CUSTOMS DUTIES, AND TAXES

    Unless otherwise stated on the face of this Order, all transportation charges (including terminal switching charges) shall be at Seller's expense. No charge shall be made for insurance, storage, parking or detention except as stated in this Order. Unless otherwise stated in this Order, prices include customs duties and expenses and all taxes (including all import taxes, excise taxes and sales taxes) applicable to the sale of Goods or the provision of Services. Any reduction in Seller's cost resulting from a reduction in transportation charges, customs duties, import taxes, excise taxes and/or sales taxes from those in effect on the date of this Order shall be passed on to Buyer by Seller in reduction of the price of Goods and/or Services.

  9. CUSTOMS DRAWBACK DOCUMENTS

    Upon request, Seller shall furnish promptly all documents and other information required for customs drawback purposes, properly completed in accordance with applicable governmental regulations. Unless otherwise provided in this Order, all customs drawback shall be reserved and retained for, or credited to, Buyer.

  10. VALUE ADDED

    Upon request, Seller shall furnish promptly certificates and other information of domestic value added in accordance with applicable governmental regulations. Seller shall indemnify Buyer, Buyer's affiliates and their respective customers against all losses resulting directly or indirectly from Seller's delay in completing and returning such certificates or other information to Buyer and from any errors or omissions contained therein.

  11. PRICE AND PAYMENT
    1. Unless otherwise in writing agreed, the price for the Goods and/or Services shall be the price set out on the face of this Order.
    2. Unless otherwise stated on the face of this Order, invoices shall be paid by the later of (i) 60 days after the end of the month during which the Goods were delivered and/or the Services performed, as the case may be, and (ii) 60 days after the invoice date.
  12. SET-OFF

    In addition to any right of set-off provided by law, all amounts due or to become due to Seller from Buyer shall be considered net of indebtedness of Seller to Buyer and/or Buyer's affiliates, and Buyer may deduct or set off any such indebtedness from any amounts due or to become due to Seller from Buyer.

  13. CHANGES
    1. Buyer reserves the right to make changes in the drawings, specifications and other provisions of this Order. In the event of such change, Buyer shall submit details of the requested change to the Seller and Seller shall, within a reasonable time (and in any event not more than 14 working days after receipt of a request from Buyer), provide a written estimate to Seller of: (a) the likely time required to implement the change; (b) a detailed statement of any changes in Seller's costs arising from the change; and (c) any other impact of the change on the Order.
    2. If any changes result in an increase or decrease in the cost of, or the time required for, the provision of the Goods or Services, Buyer and Seller will agree upon an equitable adjustment to be made in the price or delivery schedule, or both, and this Order will be modified accordingly.
  14. PRICE WARRANTY
    1. Seller warrants that the prices for Goods and Services are and shall remain not less favourable to Buyer than the prices currently extended to any other customer of Seller for the same or substantially similar goods or services in the same or substantially similar quantities and delivery requirements. If Seller reduces the prices of such same or substantially similar goods or services during the term of this Order, Seller shall reduce the prices of the Goods and Services correspondingly.
    2. Seller warrants that the prices shown on this Order shall be complete, and no additional charges of any type shall be added without Buyer's express written consent. Seller expressly assumes the risk of any event or cause (whether or not foreseen) affecting such prices.
  15. WARRANTIES REGARDING GOODS
    1. Seller expressly warrants that all Goods (including without limitation, any special tools, dies, jigs, fixtures, patterns, machinery and equipment, obtained at Buyer's expense for the performance of the Order and/or which are to be the property of Buyer) shall:
      1. conform to all drawings, specifications, samples and other descriptions furnished, specified or adopted by Buyer and shall otherwise meet the requirements of the Order and the Contract;
      2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by Seller or made known to Seller by Buyer, expressly or by implication, and in this respect Buyer relies on Seller’s skill and judgement;
      3. be merchantable, free from any defects in materials, design; and workmanship and shall remain so for 12 months after the date of delivery; and
      4. free of any liens, claims and encumbrances.
    2. Seller warrants that such Goods or Services shall be fit and sufficient for such particular purpose. Seller's warranties are available to, and for the benefit of, Buyer, Buyer's affiliates (and for the purposes of this Order, affiliate shall include any business entity from time to time controlling, controlled by, or under common control with, either party) and their respective successors, assigns and customers and users of products containing Goods or Services. These warranties shall be in addition to all other warranties available under applicable law. Seller shall indemnify and save Buyer, Buyer's affiliates and their respective successors and assigns harmless from any breach of these warranties and, for greater certainty, no limitations on Buyer's remedies in Seller's documents, if any, shall operate to reduce this indemnification. Seller shall also indemnify Buyer from and against all liability or damages imposed upon or incurred by Buyer resulting from acts or omissions of Seller in respect of Goods or Services.
  16. WARRANTIES REGARDING SERVICES

    Seller expressly warrants that in providing the Services it shall:

    1. co-operate with Buyer in all matters relating to the Services, and comply with all instructions of Buyer;
    2. perform the Services with the best care, skill and diligence in accordance with best practice in Seller's industry, profession or trade;
    3. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that Seller's obligations are fulfilled in accordance with this Order;
    4. ensure that the Services and any deliverables will conform with all descriptions and specifications, and that the deliverables shall be fit for any purpose expressly or impliedly made known to Seller by Buyer;
    5. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Buyer, will be free from defects in workmanship, installation and design; and
    6. hold any materials, equipment and tools, drawings, specifications and data supplied by Buyer to Seller (“Buyer Materials”) in safe custody at its own risk, maintain Buyer Materials in good condition until returned to Buyer, and not dispose or use Buyer Materials other than in accordance with Buyer's written instructions or authorisation.
  17. DEFECTIVE GOODS OR SERVICES

    If any Goods or Services fail to meet the warranties contained in paragraph 14, Seller, upon notice thereof from Buyer at any time, shall promptly repair, replace or otherwise satisfactorily deal with the same in an acceptable manner to Buyer; all at Seller's expense. Seller's warranties shall also apply to such repaired, replaced or otherwise satisfactorily dealt with Goods or Services. If Seller fails to repair, replace or otherwise deal in a satisfactory manner with defective or nonconforming Goods or Services, Buyer may cancel this Order as to the particular Goods or Services and/or cancel the then remaining balance of this Order. After notice to Seller, all such defective or non-conforming Goods shall be held at Seller's risk. Buyer may, and at Seller's direction shall, return such Goods to Seller at Seller's risk, and all transportation charges, both to and from the original destination, shall be paid by Seller. Any payment for such defective or non-conforming Goods or Services shall be refunded by Seller, unless and to the extent that Seller promptly replaces or corrects the same at Seller's expense.

  18. NEW MATERIALS

    Unless expressly so stated on the face of this Order none of the Goods are, in any way, governmental or commercial surplus or used, remanufactured, reconditioned or of such age or condition so as to impair their fitness, usefulness or safety.

  19. SAFETY COMPLIANCE STANDARDS

    Unless otherwise specifically agreed to in writing by Buyer or expressly so stated on the face of this order, all Goods are to meet all applicable safety standards at time of delivery.

  20. QUALITY CONTROL AND INSPECTION
    1. All materials and workmanship utilised in the performance of this Order shall be subject to inspection and testing by Buyer and its customers to the extent practicable at all times and places including the period of manufacture. If any such inspection or testing is made on Seller's premises, Seller shall provide, without additional charge, all reasonable facilities and assistance necessary for this inspection or testing.
    2. Inspection and approval at Seller's premises does not preclude rejection or other relief for any defects subsequently discovered. Seller shall provide and maintain, without additional charge, a testing and inspection system (which shall include quality control and reliability procedures) acceptable to Buyer covering the materials and workmanship utilised in the performance of this Order. At Buyer's option, Buyer may, from time to time and at its sole discretion, review and inspect Seller's testing, inspection, quality control and reliability procedures, as well as the data supporting same. Seller shall comply with the latest revisions of Buyer's Quality Control Specifications and Inspection Standards as may be supplied or made available by Buyer to Seller or otherwise known to Seller from time to time. Seller shall, if requested by Buyer, furnish a certificate indicating such compliance. Acceptance of Goods or Services by Buyer shall not relieve Seller from any of its obligations and warranties under this Order. In no event shall payment be deemed to constitute acceptance by or on behalf of Buyer.
  21. MATERIAL, EQUIPMENT, TOOLS, AND FACILITIES
    1. Unless otherwise agreed in writing, Seller shall supply at its own expense all materials, equipment, tools, jigs, dies, fixtures, patterns, drawings, specifications, samples and facilities required to perform the Order. All materials, equipment, tools, jigs, dies, fixtures, patterns, drawings, specifications, samples and facilities, including any replacements thereof and any materials affixed or attached thereto, furnished to Seller or specifically paid for by Buyer or OEM Customer (collectively referred to herein as “Items”) shall be and remain the property of, with the right of possession in, the Buyer or OEM Customer, as the case may be, and Seller shall use Items only in the performance of work for Buyer and not otherwise.
    2. All Items, while in Seller's custody or control and while in the custody or control (including during transportation up to when the items are delivered to Buyer’s premises in accordance with an Order) of Seller's suppliers, contractors or agents, shall be held at Seller's risk, shall be kept insured by Seller at Seller's expense against loss or damage in an amount equal to the undepreciated cost of replacement and shall be subject to removal at Buyer's or OEM Customer’s written request, in which event Seller shall, at Seller's expense, prepare the Items for shipment and shall deliver them to Buyer or to Buyer’s OEM Customer if so directed by Buyer, in the same condition as originally received by Seller, reasonable wear and tear excepted. Seller shall promptly notify Buyer of the location of Items, if Items are located at any place other than Seller's facility.
    3. Except as otherwise provided in this Order, Seller shall maintain accounting and property control records for Items in accordance with sound industrial practices. Seller shall, at Seller's expense, maintain all Items in good condition and repair, replacing any Items if necessary. Buyer does not provide any warranties with respect to the Items which Buyer, directly or indirectly, furnishes. All materials, supplies and services to be produced or provided in conjunction with this Order must be in strict accordance with the specifications set forth in this Order or as otherwise specified by Buyer to Seller. Upon completion or termination of this Order, all Items shall be retained by Seller at its expense, until disposition directions are received from Buyer. Buyer shall, at such time as is specified in this Order or as otherwise stipulated by Buyer, acquire title to and the right to possession of special tooling, the cost of which is fully or substantially amortised in the price of Goods or Services. If Buyer or Seller defaults under this Order, Seller shall immediately on demand deliver all Items and special tooling to Buyer or OEM Customer, as the case may be, and, if Buyer or OEM Customer so requests, grant Buyer or OEM Customer access to Seller's premises for the purpose of removing Items and special tooling.
    4. Seller shall ensure that all Items, to the extent practicable, are clearly labelled or identified as being owned by the Buyer or OEM Customer, as the case may be. If Items are so identified when received by Seller, Seller shall not remove or obscure any such identification. Seller shall take such steps as are necessary to ensure that secured creditors of the Seller are aware of the ownership of Items and Seller shall not represent to or leave an impression with any creditor that Seller owns the Items.
  22. RIGHT TO AUDIT

    Seller grants to Buyer access to all pertinent information, including, but not limited to, books, records, payroll data, receipts, correspondence and other documents for the purpose of auditing Seller's charges under this Order. Seller will preserve these documents for a period of 1 year after final payment under this Order. In addition, all work, materials, inventories and other items provided under this Order must be accessible to Buyer, including, but not limited to, parts, tools, fixtures, gauges and models. Seller will segregate its records and otherwise cooperate with Buyer so as to facilitate the audit. Buyer is entitled to reimbursement of any overpayments which are found as a result of any audit.

  23. INTELLECTUAL PROPERTY RIGHTS

    Seller shall hold and save Buyer, Buyer's affiliates and their respective successors, assigns and customers, and users of products sold by Buyer incorporating Goods or Services, harmless from all loss and/or liability of any nature or kind, including damages, court costs and legal fees, arising or existing because of the infringement or alleged infringement of any patent, trade-mark, copyright, industrial design or process of manufacture for or on account of the manufacture, sale or use of any Goods or Services, or products incorporating Goods or Services, except where strict compliance by Seller with specifications prescribed by and originating with Buyer constitutes the sole basis of the infringement or alleged infringement. Buyer shall notify Seller, in writing, of any suit filed against Buyer or Buyer's affiliates, or their respective successors, assigns or customers, or users of products sold by Buyer incorporating Goods or Services, on account of any such infringement or alleged infringement, and, at Seller's request, shall give Seller control of the defence of such suit, insofar as Buyer has the authority to do so, and reasonable information and assistance in connection therewith, all at Seller's expense. Buyer and the party against whom suit is brought shall have the right to be represented by their own counsel and actively participate in any such suit, and the reasonable costs of such representation shall be paid by Seller on demand. Buyer shall defend, at its expense, any suit brought against Seller for the infringement or alleged infringement of any patent, trade-mark, copyright, industrial design or process of manufacture for or on account of the provision of any Goods or Services and shall pay all damages and costs awarded in such suit against Seller, in any case where strict compliance by Seller with specifications prescribed by and originating with Buyer constitutes the sole basis of the infringement or alleged infringement, if Buyer is notified in writing and given authority, control, information and assistance in a timely fashion, at Buyer's expense, for the defence of same. Seller hereby grants to Buyer and Buyer's affiliates and their respective successors, assigns and, with Buyer's express written consent, customers and users of products sold by Buyer incorporating Goods or Services, a non-exclusive, royalty free, paid-up, irrevocable, worldwide licence (i) to use any and all patents, industrial designs and processes of manufacture relating to Goods and Services, including without limitation, such a licence to make, repair, rebuild and relocate and to have made, repaired, rebuilt and relocated Goods, and (ii) to use any copyrighted works of authorship fixed in any tangible medium of expression (including, without limitation, drawings, prints, manuals and specifications) furnished by Seller to any such party in the course of Seller's activity hereunder, including without limitation, to reproduce, distribute and display such works and to prepare derivative works based thereon, subject to the other provisions hereof.

  24. DATA PROTECTION

    Seller shall, at all times, in respect of personal data and sensitive personal data (as defined in the Data Protection Act 1998) of which is data controller ensure that it has sufficient technical and organisational measures in place to protect against unauthorised or unlawful processing of the personal data and/or sensitive personal data and against accidental loss, destruction or damage to the personal data and/or sensitive personal data and only process personal data and/or sensitive personal data in accordance with these Conditions and instructions given to you by UB from time to time.

  25. CONFIDENTIALITY

    Seller shall consider and treat all Confidential Information (as defined below in this paragraph) as confidential and shall not disclose any Confidential Information to any other person, or use any Confidential Information itself for any purpose other than pursuant to and as required by this Order, unless Seller obtains prior written permission from Buyer to do so. Buyer retains all rights with respect to Confidential Information, and Seller shall not allow any Confidential Information to be reproduced or in any way used, in whole or in part, in connection with services or goods furnished to others without Buyer's specific prior written permission. The term “Confidential Information” includes, without limitation, all drawings, reproductions, specifications, designs, engineering instructions, photographs, reproducible copy, parts lists, plans, reports, computations and other information (including, without limitation, all Items, as defined in paragraph 19) furnished by Buyer. Seller shall not advertise or otherwise disclose the fact that Buyer has contracted to purchase Goods or Services from Seller, nor shall any information relating to this Order or to Goods or Services be disclosed without, in each case, Buyer's prior written permission.

  26. DISCLOSURE TO BUYER

    Unless otherwise specifically agreed to in advance and in writing by Buyer, no commercial, financial or technical information disclosed in any manner or at any time by Seller to Buyer shall be deemed secret or confidential, and Seller shall have no rights against Buyer with respect thereto.

  27. COMPLIANCE WITH LAWS

    Seller warrants compliance with all Federal, Provincial, State and local laws, ordinances, rules and regulations, and all amendments thereto, that are applicable to Seller and/or this Order and shall furnish Buyer with certificates of such compliance where required thereunder or when requested by Buyer. It is also agreed that each invoice rendered to Buyer under this Order shall constitute written assurance by Seller that Seller has fully complied with all applicable laws, ordinances, rules and regulations. Seller shall package and label Goods and their containers, in particular those which constitute a health, poison, fire, explosion or other safety hazard, in accordance with all applicable Federal, Provincial, State and local packaging and labelling laws, ordinances, rules and regulations, and all amendments thereto, in effect in the place to which Goods are shipped or as otherwise specified by Buyer.

  28. INDEMNIFICATION AND INSURANCE
    1. Seller shall, if Seller's representatives, employees or agents enter upon the premises owned or controlled by Buyer in the performance of Seller's obligations hereunder, (i) indemnify and save harmless Buyer, Buyer's representatives, employees, agents and invitees, from and against all liabilities, demands, claims, losses, costs, damages and expenses by reason or on account of property damage, death and/or personal injury of whatsoever nature or kind arising out of, as a result of, or in connection with the performance of this Order, which is occasioned by Seller's actions or omissions; and (ii) ensure that it is in compliance with all requirements of the workers' compensation legislation, if any, of the jurisdiction in which Buyer's premises are located. Seller agrees that all of its efforts in the performance of this Order shall be made as an independent contractor and that the persons engaged in such performance shall not be considered employees of Buyer.
    2. Seller shall maintain and carry general liability insurance including, but not limited to, public liability, property damage liability, product liability and contractual liability coverages, and workers' compensation and employees' liability insurance covering all employees engaged in the performance of this Order, in amounts satisfactory to and with companies approved by Buyer. Seller shall furnish certificates or other satisfactory proof of insurance confirming the foregoing coverages prior to commencing work under this Order. The receipt or review of such certificates or other proof of insurance coverage by Buyer shall not relieve Seller from its insurance obligations hereunder or reduce or modify such insurance obligations. Seller agrees to defend, protect and hold harmless Buyer, Buyer's affiliates and their respective successors, assigns, agents and customers against any and all claims for personal injury, property, consequential or special damages resulting from improper, unsafe or defective material, workmanship or design of Goods or Services or Seller's failure to comply with paragraph 24, but only if Seller is promptly notified in writing of any such claim and given the right to defend, settle or otherwise dispose of such claim through counsel of its own choosing. In any such claim or suit, Buyer's affiliates and their respective successors, assigns, agents and customers shall each have the right to be represented by their own counsel and actively participate in the defence of the claim or suit, and the reasonable costs of such representation shall be paid by Seller on demand. Buyer shall, at Seller's expense, cooperate in the investigation and defence of any such claim or suit. Seller's obligation shall not extend to, or include, claims resulting from the use of Goods or Services in combination with unsuitable goods or services not furnished under this Order or from design claims where Seller was in strict compliance with specifications prescribed by and originating with Buyer. In no case shall Buyer indemnify or hold harmless Seller against claims for personal injury, property, consequential or special damages resulting from improper, unsafe or defective material, workmanship or design of Goods or Services.
  29. TERMINATION UPON NOTICE
    1. Buyer may terminate this Order in whole or in part at any time by written notice stating the extent and effective date of such termination. Upon receipt thereof, Seller shall, to the extent directed by Buyer stop work under this Order and any other orders related to work terminated by such notice and protect all property in Seller's possession or control in which Buyer has or may acquire an interest.
    2. Seller shall submit to Buyer any claims relating to such termination as soon as possible, but in any event within thirty (30) days (unless Buyer agrees otherwise) from the effective date of such termination.
    3. Seller hereby grants Buyer the right to audit and inspect its books, records and other documents relating to its termination claims. Unless otherwise authorised in writing by Buyer, Seller shall not make commitments for materials or fabricate in advance of the time necessary to permit shipment(s) on the delivery date(s).
    4. Buyer shall in no event be liable or responsible for any such costs or amounts incurred by Seller in breach of this provision. If the parties cannot agree within a reasonable time upon the amount of fair compensation for termination by Buyer, Buyer shall, in addition to making prompt payment of the contract price for Goods and Services delivered or performed and accepted by Buyer prior to the effective date of termination, pay to Seller the following amounts, without duplication, which shall be Seller’s sole compensation for termination exercised by Buyer under this paragraph:
      1. the contract price for Services performed or Goods completed in accordance with the terms of this Order but not previously paid for, and
      2. the actual costs incurred by Seller and properly allocated or apportioned under recognised commercial accounting practices to the terminated portion of the Order. Seller may, with Buyer's consent, retain at an agreed price or sell at an approved price any completed Services, Goods, work in process or other physical inventory, the cost of which is allocable or apportionable to this Order under this paragraph, and shall credit or pay the amounts so agreed or received as Buyer directs, with an appropriate adjustment for any delivery cost savings. Seller shall, if directed by Buyer, transfer title to and make delivery of any Goods, work in process or other physical inventory not so retained or sold.
  30. TERMINATION UPON DEFAULT

    Buyer reserves the right to terminate this Order in whole or in part for default occasioned by Seller's failure to perform in accordance with the requirements of this Order. Such termination shall be without liability except for completed Goods delivered or Services performed, and accepted by, Buyer. Seller shall be liable for damages caused by or resulting from its default.

  31. TERMINATION UPON INSOLVENCY OR BANKRUPTCY

    Without limiting its rights or remedies, Buyer may terminate the Order with immediate effect by given written notice to Seller if:

    1. Seller suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
    2. Seller commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of Seller with one or more other companies or the solvent reconstruction of Seller;
    3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Seller (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of Seller with one or more other companies or the solvent reconstruction of Seller;
    4. Seller (being an individual) is the subject of a bankruptcy petition order;
    5. a creditor or encumbrancer of Seller attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
    6. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over Seller (being a company);
    7. a floating charge holder over the assets of Seller (being a company) has become entitled to appoint or has appointed an administrative receiver;
    8. a person becomes entitled to appoint a receiver over the assets of Seller or a receiver is appointed over the assets of Seller;
    9. any event occurs, or proceeding is taken, with respect to Seller in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 31(a) to clause 31(h) (inclusive);
    10. Seller suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or
    11. Seller (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    12. Seller undergoes a change of Control (as defined in section 1124 of the Corporation Tax Act 2010)
  32. ASSIGNMENT
    1. Seller shall not assign all or any of its rights and responsibilities under this Order except to the extent that Seller may, with the prior written consent of Buyer, make an assignment of monies due or which may become due hereunder to a bank or other financing institution; provided, however, that any such assignment shall be subject to set-off or any other lawful means of enforcing any present or future claim or claims which Buyer may have against Seller, and provided further that any such assignment shall not be made to more than a single assignee.
    2. In the event of any such assignment, Seller shall provide to Buyer, in addition to written notice of the assignment, a true copy of the instrument of assignment for Buyer's information only and, notwithstanding such receipt by Buyer, such notice of assignment and/or instrument of assignment shall not be deemed to vary or waive the provisions of this paragraph.
    3. Buyer shall have the right to assign all or any of its rights or responsibilities under this Order or its interest herein to any affiliated person, firm or corporation or to any corporation succeeding to Buyer's business.
  33. REMEDIES

    The remedies reserved herein shall be cumulative and not alternative and may be exercised separately or together, in any order or combination, and in addition to any other remedies provided for or allowed by law, at equity or otherwise.

  34. WAIVER

    Either party's failure or delay to insist on the performance by the other party of any term or condition hereof or failure to exercise any right or privilege reserved herein shall not constitute a waiver of that or any other right or privilege, nor shall it preclude or restrict the further exercise of that or any other right or privilege. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

  35. MODIFICATION OF AGREEMENT

    No modification of this Order, or waiver of, or addition to, any of this Order's terms and conditions, shall be binding upon Buyer, unless made in writing and signed by Buyer's authorised representative.

  36. RESTRICTED SUBSTANCES

    All suppliers must provide proof that all materials used in the manufacture of Goods satisfy current applicable Government and safety constraints on restricted, toxic and hazardous materials as well as environmental, electrical and electromagnetic considerations applicable to the country of manufacture and sale.

  37. CONTRACTED SERVICES

    Contractors shall comply with applicable safety and environmental governmental requirements and regulations, laws and legislation applicable to the service or commodity that is contractually provided. If the anticipated work or service activity will use restricted, toxic or hazardous chemicals, a Safety Data Sheet or equivalent document must be provided prior to delivery on or to Buyer's site. The Safety Data Sheet or equivalent document and the use of the chemicals must be approved prior to delivery. If the anticipated work or service will produce air emissions or generate waste, the Supplier shall work with the assigned Buyer's plant contact to follow proper environmental management procedures and/or work instructions. Any work on Buyer’s site will be subject to Buyer’s requirements for outside contractors in effect from time to time.

  38. GOVERNING LAW
    1. These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) shall be governed by and in accordance with, English Law, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.
    2. Buyer and Seller agree that the United Nations Convention on Contracts for the International Sale of Goods shall be excluded in its entirety and shall not apply to the transaction(s) contemplated by this Order.

THE ORDER, THE TERMS HEREOF AND ANY PROVISIONS OR DOCUMENTS SPECIFICALLY INCORPORATED BY REFERENCE PURSUANT TO THE TERMS OF THE ORDER COLLECTIVELY EMBODY THE ENTIRE AGREEMENT BETWEEN BUYER AND SELLER AND NO UNDERSTANDINGS OR AGREEMENTS, VERBAL OR OTHERWISE, IN RELATION HERETO EXIST BETWEEN THEM EXCEPT AS EXPRESSLY SET FORTH IN THE ORDER, THE TERMS HEREOF AND ANY PROVISIONS OR DOCUMENTS SPECIFICALLY INCORPORATED BY REFERENCE PURSUANT TO THE TERMS OF THE ORDER.

Effective March 1, 2011.


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