UK Purchasing Terms & Conditions

MTI WELDING TECHNOLOGIES LIMITED

ACCEPTANCE.
1.1. The party listed in this Purchase Order (“Seller”) has offered to supply the goods and/or services listed in this Purchase Order (“Deliverables”).
1.2. This Purchase Order together with these terms and conditions of purchase (“Order”) constitutes an acceptance by MTI Welding Technologies Limited . (“Buyer”) of the offer referred to in clause 1.1 and forms a binding contract between the Buyer and the Seller.
1.3. No revisions of this Order shall be valid unless in writing and signed by an authorized representative of Buyer; and no conditions stated by Seller shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein, unless expressly accepted in writing by an authorised representative of the Buyer.
1.4. In the event of a conflict between the terms of this Order and any other document submitted or referred to by the Seller, the terms of this Order shall govern.

DISCOUNT TERMS.
2.1. If a discount is allowed for payment within a specified time, the time for making payment so as to obtain such discount will not begin to run until the date the invoice or goods are received by Buyer, whichever is later. However, if an invoice is returned for correction, the discount period will not begin to run until Buyer receives the corrected invoice or the goods, whichever is later.
2.2. The Seller acknowledges that any bulk purchase discount previously granted shall apply to all future orders by the Buyer that are comparable in quantity.

INSPECTION/TESTING.
3.1. All materials, goods, or articles ordered will be subject to final inspection, testing, and approval at destination by Buyer.
3.2. Payment for the goods delivered shall not constitute acceptance thereof.
3.3. The Buyer (and its representatives) may, on reasonable prior notice and during normal business hours, inspect and test the Deliverables and any materials or work in progress, and may access the Seller’s premises (and any premises of its subcontractors) for that purpose, at any time during manufacture, processing, storage or prior to dispatch. The Seller shall provide all reasonable assistance, facilities and access to records reasonably required for the inspection/testing. If, following any inspection/testing, the Buyer reasonably considers that the Deliverables (or their manufacture, processing, storage or handling) do not conform with the Order or these Terms and Conditions, the Seller shall promptly take all steps necessary to ensure compliance (including reworking, repairing or replacing the affected Deliverables) at no cost to the Buyer and within such time as the Buyer may reasonably require. If the Seller fails to remedy the non-conformance within a reasonable time, or if the Buyer reasonably considers that the non-conformance is material, the Buyer may (without prejudice to any other rights or remedies) cancel the Order in whole or in part with immediate effect and without liability to the Seller.

INSPECTION REPORTS.
4.1. A ballooned drawing and corresponding inspection report is required for all parts that are being made to an MTI print. This inspection report must conform to MTI procedure 208.05.0007 and include all 5 elements of that procedure.

1. Column with the identifying # referenced on the drawing.
2. Column with the actual dimension or specification requirement including the tolerance.
3. Column with the measurement results.
4. Column with the inspection method used, i.e. caliper, thread gage, cmm, etc.
5. Column with the result, i.e. OK or Not OK.

THE REPORT AND BALLOONED DRAWING MUST BE INCLUDED WITH THE SHIPMENT OF PART(S).

REJECTION.
5.1. Buyer reserves the right to reject and hold, at Seller’s risk and expense and subject to Seller’s prompt advice as to disposal, all materials or goods not conforming to specifications, drawings, data, samples, models or descriptions given under the terms of this Order (“Specifications”), or at Buyer’s discretion, to return any such materials or goods freight collect.
5.2. Buyer may charge Seller all storage and handling expenses, including but not limited to, those of unpacking, examining, re-packing, storage, and shipping such goods.
5.3. No goods returned as defective or non-conforming shall be replaced without an order. If any goods fabricated by Seller from material furnished by Buyer are rejected by Buyer due to Seller’s fault or failure to conform to the Specifications, Seller shall at Buyer’s option; either replace such goods at Seller’s own expense or pay Buyer the replacement cost of the material used therein. 

PACKAGING.
6.1. The Seller shall comply with any reasonable requirements that the Buyer has communicated regarding the packaging and packing of any contract goods or Deliverables, and as to information to be displayed on packaging or included on dispatch documentation and bills of lading.
6.2. All items shall be packaged by Seller in suitable containers for protection in shipment and storage, and such items and/or packages will be properly and adequately marked and labelled.
6.3. A packing note quoting the number of the Order shall accompany each delivery or consignment of goods and must be displayed prominently.
6.4. Seller shall be responsible for damages to goods caused by improper boxing, crating or packing.
6.5. Prices set forth in this Order include all charges for Seller’s packaging, crating, storage, and for transportation to the F.O.B. point.
6.6. Buyer is not required to return packaging, but if packaging recycling requirements apply, Seller must take materials back free of charge on request.

SHIPPING & DELIVERY.
7.1. All shipments made by Seller to Buyer shall be F.O.B. Buyer’s facility or other place of destination as may be set forth in the Order and all risk of loss or damage shall remain with Seller until such goods are delivered to the required F.O.B. point.  If no address is specified, then delivery will be at the Buyer’s usual or main UK premises.
7.2. All goods must be shipped at the most advantageous rates unless otherwise authorized by Buyer in writing.  If Seller must ship by a more expensive way than specified in this Order in order to comply with Buyer’s required delivery date, any increased transportation costs resulting there from shall be paid by the Seller unless the necessity for such rerouting or expedited handling has been caused by Buyer and in which case the Buyer must approve such additional cost. 
7.3. Seller acknowledges that time is of the essence of this Order and that on time delivery of the items or services ordered by Buyer is critical to Buyer’s operations.  If delivery of items or rendering of services is not completed by the date specified by the Buyer, the Buyer reserves the right, without liability and in addition to its other rights and remedies, to terminate this Order by notice effective when received by Seller as to items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge Seller with any loss incurred. If a date is not specified, supply will be as soon as reasonably possible.
7.4. Where Deliverables are to be supplied in instalments, this Order shall be construed as a single contract. If the Seller fails to deliver or perform any instalment, the Buyer may elect to treat the entire Order as repudiated, without prejudice to any other rights or remedies.
7.5. Buyer also reserves the right, at its sole discretion and in addition to its other rights and remedies, to require the specific performance of Seller’s obligations pursuant to this Order.  In such an event, Seller acknowledges and agrees that the price for the items or services ordered by Buyer shall be reduced by an amount equal to 1% of the aggregate price for the items and/or services ordered by Buyer pursuant to the applicable Purchase Order for each week that the items are delivered or services are rendered after the requested delivery date, up to a maximum reduction of 10%.  The parties acknowledge and agree that this is a genuine pre-estimate of loss and shall not be construed as a penalty.
7.6. Any goods or materials that are rejected by Buyer for failure to conform to the Specifications shall not be deemed to be delivered timely unless conforming goods or materials are delivered to Buyer by the original requested delivery date.
7.7. All risk of loss of or damage to the goods shall remain with the Seller until delivery to the Buyer has occurred.
7.8 Title to and ownership of the goods shall pass to the Buyer upon delivery, unless the Buyer has paid for the goods in whole or in part in advance. Where advance payment has been made, title and ownership shall pass to the Buyer immediately upon the goods, or where the goods are being assembled, each constituent component of the goods, being appropriated to the Contract.

BUYER MATERIALS.
8.1. Any articles or goods supplied by the Buyer to the Seller, including on a free issue basis and including for modification, copying or incorporation, shall remain the absolute property of the Buyer at all times.
8.2. The Seller shall keep all such articles and goods secure, confidential and clearly identifiable as the property of the Buyer, and shall ensure that they are stored separately from the Seller’s own property and from any third‑party goods. All risk of loss of or damage to such articles and goods shall remain with the Seller while they are, or ought to be, in the Seller’s possession or control.
8.3. The Buyer shall be entitled, on reasonable notice, to enter the Seller’s premises during normal business hours in order to verify compliance with this clause.
8.4. While any such articles or goods are in the Seller’s possession or control, the Seller shall not use, copy, reproduce, disclose, disseminate, sell, transfer or part with possession of them, whether electronically or otherwise, except strictly to the extent necessary for the performance of the contract or to return them to the Buyer, and in no circumstances without the Buyer’s prior express consent.

PRICE.
9.1. The prices specified in this Order are complete, and no additional charges of any type shall be added without Buyer’s prior written consent. Seller will give the Buyer the benefit of any price decline to the specified shipping date or to the actual date of shipment, whichever is later.
9.2. The price shall be: 
9.2.1. exclusive of any applicable VAT (which will be payable by the Buyer subject to receipt of a valid VAT invoice);
9.2.2. inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery, commissioning or performance of Deliverables to or at the delivery address, and of any duties or levies other than VAT;
9.2.3. payable in pounds sterling; and
9.2.4. fixed for the duration of the Order.
9.3. Where the Buyer is reliant on the Seller for the supply of any maintenance, training, spare parts, consumables or other goods, rights or services required to obtain the full benefit of the Deliverables (“Follow on Deliverables”), the Seller shall supply, or procure the supply of, such Follow on Deliverables for a minimum period of 36 months following full Performance. Such Follow on Deliverables shall be provided at fair and reasonable prices and on fair and reasonable terms, and the Seller shall not take advantage of the Buyer’s reliance on the Seller for their supply. References in these Terms to “Performance” are to complete performance of all Seller obligations as described in these Terms and Conditions.

INVOICES.
10.1. Invoices for the Deliverables may be sent to the Buyer on, or after, completion of Performance. Each invoice must quote the Purchase Order number. No sum may be invoiced more than six months late.
10.2. Subject to clause 24.2, unless otherwise stated in the Order, the Buyer shall pay all undisputed invoices within 30 days of the end of month in which the Buyer receives the invoice.

SPECIFICATION.
11.1. Unless otherwise stated in the Order, where the Buyer orders goods as Deliverables, the Order is deemed to include the provision of all documentation, certification and commissioning reasonably necessary to enable the Buyer to use the Deliverables for their intended purposes. Where the Buyer orders services as Deliverables, the Order is deemed to include complete performance of those services, including any instructions, manuals, explanations or certifications reasonably necessary to enable the Buyer to obtain the full benefit of those services for their intended purposes. Unless otherwise stated in the Order, Performance also includes the grant to the Buyer of such rights as are reasonably necessary to use the Deliverables for their intended purposes.
11.2. The quantity, quality and description of the Deliverables shall be as specified in the Order and these Terms and Conditions or as otherwise agreed in writing by the Buyer.
11.3. Without prejudice to any other obligations under these Terms and Conditions, the Seller has sole responsibility for complying with all applicable legal and regulatory requirements relating to manufacture and supply of the Deliverables and Performance of the Order and for ensuring that the Buyer is able to lawfully use the Deliverables for their intended purposes.
11.4. Where reasonably required to protect the Buyer’s business, the Seller shall promptly provide information reasonably requested by the Buyer concerning how the Deliverables were manufactured or performed, to the extent not otherwise required under these Terms.

WARRANTY.
12.1. Seller expressly warrants that all Deliverables shall: (a) conform to all Specifications, (b) be new and free from defects in design, material, workmanship, warning and instruction, (c) conform to any statements made on the containers or labels or advertisements for such goods or services, and all such goods will be adequately contained, packaged, marked, and labelled, and (d) satisfy all relevant governmental and industry standards.
12.2. Seller further warrants that all Deliverables will be of good industry standard and will be safe and appropriate for the purpose for which goods or services of that kind are normally used.
12.3. It is the Seller’s responsibility to ascertain from the Buyer the purposes for which the Deliverables are intended to be used, including any timelines or deadlines affecting the Buyer. The Seller warrants that the Deliverables shall be fit for such intended purposes, save only to the extent that the Seller has expressly notified the Buyer in writing, before commencing Performance, of any specific unsuitability. Inspection, tests, and acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligations under this warranty, and such warranty shall survive inspection, tests, acceptance, and use. Seller’s warranty under this clause shall run to Buyer, and Buyer’s successors, assigns, customers, and to all users of the products sold by Buyer.
12.4. If any Performance occurs at the Buyer’s premises this sub-section will apply. The Seller will ensure that good industry standards are adopted for the health and safety both of Seller personnel and of any other individuals affected by the Sellers actions. The Buyer may refuse or terminate access to any individual whom the Buyer reasonably consider undesirable to have at the Buyer’s premises.
12.5. The Seller warrants that the Deliverables shall be genuine and free from counterfeit parts or materials. The Seller shall maintain appropriate controls to verify the origin and authenticity of all parts supplied and shall promptly notify the Buyer upon becoming aware of any actual or suspected counterfeit parts.
12.6. Seller personnel must, while on the Buyer’s premises, comply with the Buyer’s reasonable requirements as to security, health and safety routines, times and areas of access, and otherwise.
12.7. Where any Deliverables, rights or materials are obtained by the Seller from a third party, any warranties, benefits, rights or indemnities held by the Seller against that third party in respect of those Deliverables, rights or materials shall be held on trust for, and shall be enforceable by, the Buyer.
12.8. Nothing in these Terms and Conditions shall exclude or restrict any warranty, condition or other term implied by statute or common law in favour of the Buyer, to the fullest extent permitted by applicable law.

REMEDIES.
13.1. In addition to Buyer’s other remedies under these Terms and Conditions of Purchase, Seller agrees to promptly correct or replace defective and/or non-conforming goods or services not conforming to the foregoing warranty, without expense to Buyer, when notified of such non-conformity by Buyer, provided Buyer elects to provide Seller with the opportunity to do so.
13.2. Such election shall not in any manner waive, limit, or modify any other rights or remedies which Buyer, or Buyer’s successors, assigns, customers, and/or product users may have against Seller at law or equity.
13.3. If Seller fails to correct or replace the defective non-conforming goods or services promptly, Buyer, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the costs incurred by Buyer in doing so, as well as for all other consequential, incidental, or special damages incurred. Seller recognizes that Buyer’s production requirements may require immediate repairs or reworking of defective goods or the purchase of substitute goods without notice to Seller.  In such event, Seller shall reimburse Buyer for the costs, delays and other damages that Buyer has incurred.

INDEMNIFICATION.
14. Seller shall defend (at Seller’s expense), indemnify and hold harmless Buyer and Buyer’s successors, assigns, agents and customers from and against all damages, claims, liabilities, and expenses (including but not limited to reasonable legal fees) arising out of or resulting in any way, directly or indirectly, from any defect or non-conformity in the goods or services purchased hereunder, including but not limited to defects in design, material, workmanship, or from failure of Seller to comply with safety inspection, labelling, instructional, or warning requirements imposed by law, governmental agencies, or industry standards, or from any act or omission of Seller, its agents, employees, or subcontractors.  This defence, indemnification, and hold harmless obligation shall be in addition to the warranty obligations of Seller.

PATENT AND LIEN PROTECTION.
15.1. To the extent that the Deliverables hereunder are not manufactured pursuant to designs originated solely by Buyer, Seller represents and warrants that the manufacture, use, sale, offering for sale, import, and/or export (collectively, “Commercialization”) of any and all goods or materials delivered hereunder will not infringe, dilute, misappropriate, or otherwise violate any patents, trademarks, copyrights, trade secrets or other intellectual property rights (“the IP Warranty”).
15.2. Seller further agrees to indemnify, defend and hold harmless Buyer against any and all claims arising from or relating to any and all breaches of the IP Warranty, as well as to indemnify, defend and hold harmless Buyer against all liens, security interests, and/or encumbrances whatsoever asserted against such goods or materials, including claims to such merchandise, asserted by others.

INTELLECTUAL PROPERTY RIGHTS.
Definition.
16.1. “Intellectual Property” means, collectively, all current and future intellectual property rights, whether registered or unregistered, including, trade secrets, works of authorship, copyrights and related rights, trademarks, moral rights, worldwide patents (including re-issuances, continuations, continuations-in-part, revisions, extensions, and re-examinations thereof), patent applications, inventions (whether or not patentable), discoveries, improvements, registered and unregistered design rights, data, database rights, formulas, compositions, , utility models, industrial designs, rights in know-how and confidential information, rights in semiconductor topographies, and any applications, renewals, extensions or revalidations of the foregoing, in each case anywhere in the world.
Seller Intellectual Property.
16.2. Seller shall retain and own all right, title, and interest in and to all Intellectual Property that Seller owned or acquired independent of this Order or any work performed in connection with this Order or these Terms and Conditions (“Seller Intellectual Property”).
Foreground Intellectual Property.
16.3. Seller agrees that all Intellectual Property conceived or actually or constructively reduced to practice at any time by Seller, in whole or in part and alone or with others (including with Buyer) in connection with this Order or any work performed in connection with this Order or these Terms and Conditions and all modifications, improvements and enhancements thereto (collectively, “Foreground Intellectual Property”) shall be owned exclusively by Buyer. Seller hereby grants with full title guarantee, conveys, and assigns to Buyer and agrees to grant, convey and assign to Buyer all right, title and interest in and to all Foreground Intellectual Property throughout the world, including, without limitation, the right to apply for and obtain patents, trademark registrations and copyright registrations for Foreground Intellectual Property which is required for the Buyer’s intended purposes,  on creation of such Foreground Intellectual Property. and to own, use, and disclose any trade secrets and confidential information included within Foreground Intellectual Property.
16.4. Seller further agrees, upon request of Buyer and at Buyer’s expense, to execute all papers necessary or useful for, and to cooperate to the fullest degree with Buyer, in filing applications for patents, trademarks and copyrights relating to Foreground Intellectual Property, securing, maintaining, and enforcing any such patents, trademarks, copyrights and trade secrets, and in recording Buyer’s title thereto, throughout the world to the fullest extent permissible by law. Seller shall promptly disclose all Foreground Intellectual Property to Buyer in writing.
16.5. Until legal title in the Foreground Intellectual Property has vested in the Buyer, the Seller shall hold all such rights on trust for the Buyer absolutely and shall not exploit them except for the benefit of the Buyer or with the Buyer’s prior written consent. To the extent permitted by law, that trust shall subsist for the maximum permitted period. The Seller hereby irrevocably grants the Buyer power of attorney with full authority to execute any such documents and make any such declarations on the Seller’s behalf if the Seller fails to do so promptly upon request.
Use of Foreground Intellectual Property and Seller Intellectual Property. 
16.6. All Foreground Intellectual property shall be considered confidential information of Buyer.  Seller shall maintain all Foreground Intellectual Property in strict confidence and will not disclose, or cause to be disclosed, to any other individuals, companies, or businesses any Foreground Intellectual Property or use any Foreground Intellectual Property for its benefit or for the benefit of others.  To the extent that any Seller Intellectual property is incorporated into or is useful or necessary for the Commercialization of any goods or materials delivered hereunder, Seller hereby grants Buyer a fully paid up, perpetual, transferable, nonexclusive, license, with the right to sublicense, to use Seller Intellectual Property in connection with Buyer’s business and/or for the Buyer’s intended use of the Deliverables.
Third party Intellectual Property rights
16.7. This sub‑section applies to any contract rights which are expressly identified in the Order as being licensed rather than transferred, which are not unique to the Deliverables (including rights which the Seller supplies, in the relevant respect, to other customers), or which are derived from or owned by a third party, including where the Seller supplies the Deliverables on or through a proprietary third‑party platform. In such cases, ownership of the relevant rights shall not transfer to the Buyer, but the Seller shall grant to the Buyer, or procure the grant to the Buyer of, a valid licence of those rights which is worldwide, non‑exclusive, perpetual, irrevocable, fully paid‑up and royalty‑free, freely assignable and including the right to sublicense, and which permits use of the rights for all purposes reasonably contemplated by, or incidental to, the Buyer’s intended use of the Deliverables. The licence shall be free from any obligation, restriction or condition on the Buyer other than those expressly agreed in writing in the Order or those which are the minimum reasonably necessary for the maintenance of the relevant rights.

INSURANCE.
17.1. In the event that Seller is required to enter premises owned, leased, occupied by or under the control of Buyer during the performance of services ordered hereunder or during delivery or installation of goods herein contemplated or during the performance of services otherwise required to be furnished by Seller, Seller agrees that Seller will defend, indemnify and hold harmless Buyer, its owners, officers, employees, agents and customers from any loss, cost, damage, expense or liability (including, but not limited to, reasonable legal fees) by reason of property damage or   injury of whatsoever nature or kind arising out of or as a result of the performance of such services and/or delivery and/or installation, whether arising out of the actions of Seller or of its employees, subcontractors or sub-subcontractors or otherwise.
17.2. Seller must maintain comprehensive general liability insurance, including, but not limited to, public liability and property damage, contractual liability and products liability insurance, in reasonable amounts covering the obligations set forth in this Order, and will maintain proper workmen’s compensation insurance covering all employees engaged in the performance of such services and/or delivery and/or installation.  At Buyer’s request, Seller shall supply certificates of insurance evidencing such coverage.

ASSIGNMENT/SUBCONTRACTING.
18. Seller may not assign this Order, or subcontract any part of this Order, without the prior written consent of Buyer. 

TERMINATION FOR CONVENIENCE.
19.1. Buyer reserves the right to terminate this Order, or any part hereof, for its sole convenience upon written notice to Seller. Upon receipt of such notice, Seller shall, unless otherwise specified in such notice, immediately stop all work hereunder and give immediate (within twenty-four hours) written notice to and cause all of its suppliers or subcontractors to cease all related work.
19.2. Seller shall be paid the price specified herein for all Deliverables completed, shipped and acceptable to Buyer, or for services provided and acceptable to Buyer, prior to Seller’s receipt of such notice, plus reasonable direct costs actually resulting from such termination.
19.3. Seller shall not be paid for any work done after receipt of such notice or for any costs incurred by Seller’s suppliers or subcontractors after their receipt of the termination notice or for work which Seller could reasonably have avoided.
19.4. Seller shall not unreasonably anticipate the requirements of this Order. Within the time limit established by Buyer at the time of such notification, Seller will submit all its claims resulting from such termination.  Buyer will have the right to check such claims, from time to time, by inspecting and auditing the records, facilities, work or materials of Seller relating to this Order.

TERMINATION FOR CAUSE.
20.1. Buyer also may terminate this Order or any part hereof for cause in the event of any default by the Seller or if the Seller fails to comply with any of the terms and conditions of this Order. Late deliveries, deliveries of products that are defective or which do not conform to this Order and failure to provide Buyer, upon request, with adequate assurances of future performance shall also be among the causes which allow Buyer to terminate this Order for cause. 
20.2. The Seller shall be entitled to terminate this Order in the event of non-payment of an undisputed invoice, provided that the Seller has first given written notice to the Buyer following the relevant payment due date, and the Buyer has failed to make payment of the undisputed invoice within 45 days of the date of that notice.
20.3. In the event of termination for cause, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all damages sustained by reason of the default that gave rise to the termination. If it should be determined that Buyer has improperly terminated this contract for cause, such termination shall be deemed a termination for convenience.  Buyer’s right to terminate shall be in addition to any other rights or remedies which Buyer may have in law or equity.

CANCELLATION FOR INSOLVENCY.
21.1. Either party may terminate the Order without any liability to the other party if the other party:
21.1.1. enters into or proposes any voluntary arrangement or composition with its creditors;
21.1.2. is an individual or a partnership and it becomes bankrupt or insolvent;
21.1.3. is a company, becomes subject to an administration order, has an administrator appointed, or enters into liquidation, whether compulsory or voluntary, other than a solvent liquidation for the purpose of a bona fide reconstruction or amalgamation;
21.1.4. any of its assets or property are taken into possession or become subject to enforcement by a third party under any security, charge or encumbrance;
21.1.5. ceases, or threatens to cease, to carry on its business, or materially suspends or reduces its operations;
21.1.6. becomes subject to any event or procedure in any jurisdiction which is analogous to any of the foregoing; or
21.1.7. the terminating party reasonably believes that any of the above events is likely to occur in relation to the other party and notifies it accordingly.

CONFIDENTIALITY.
22.1. Seller shall consider all Specifications, data, descriptions of Deliverables or services, prices and all other documents and information prepared or provided by Seller or Buyer or obtained by Seller for or in connection with this Order to be confidential (“Confidential Information”). The Seller shall use such Confidential Information solely for the purpose of performing its obligations under this Order and for no other purpose.
22.2. The Seller shall not, without the prior written consent of the Buyer, disclose Confidential Information to any third party, nor use Confidential Information for the benefit of any person other than the Buyer. The Seller shall restrict access to Confidential Information to those of its employees, agents, or subcontractors who have a strict need to know for the performance of this Order and who are bound by confidentiality obligations no less stringent than those set out herein. No product first manufactured by Seller for Buyer pursuant to the Order shall be sold by Seller to any other party without written permission in advance from Buyer.
22.3. The obligations set out in this Clause 22 shall survive completion, termination, or expiry of this Order for an indefinite period, or for so long as the Confidential Information remains confidential, whichever is longer.
22.4. In the event of any inconsistency between the provisions of this paragraph and the provisions of any confidentiality agreement between Buyer and Seller, the more restrictive provisions shall control.
22.5. The Seller shall, upon request by the Buyer or upon termination or completion of the Order, promptly return or securely destroy all Confidential Information (including all copies), except to the extent that retention is required by law.

TOOLS AND MATERIALS.
23.1. Title to and the right of immediate possession of all tooling, designs, patterns, drawings and materials (“Tooling”) furnished by Buyer to Seller for use hereunder shall be and remain in Buyer, in all stages of construction. 
23.2. All Tooling in Seller’s custody or possession shall be at Seller’s risk from loss or damage from all hazards. When the cost of dies and tools or negatives and plates involved in the manufacture or production of parts or products covered by this Order are included in the price per unit, then such dies and tools or negatives and plates become the property of the Buyer upon completion of Orders. Any dies and tools or negatives and plates otherwise paid for by the Buyer shall forthwith become Buyer’s property.

PAYMENT/SETOFF.
24.1. Payment for the materials, goods, articles, or services ordered hereunder (collectively “items”) shall not constitute an acceptance thereof, but all items shall be received subject to Buyer’s inspection and rejection.
24.2. Payment shall be made as stated in this Order, less customary cash discount, unless otherwise specifically arranged for and stated on this Order; or in the event that any item has not been received, the Buyer reserves the right to withhold payment until such item has been received and checked and does not waive the right to deduct the cash discount.
24.3. Buyer’s count will be accepted as final on all shipments not accompanied by packing lists.
24.4. Payment of this Order will be subject to deduction of any valid claim against Seller arising from this or any other transaction. All claims for money due or to become due from Buyer shall be subject to deduction or setoff by the Buyer by reason of any counterclaim arising out of this or any other transaction with Seller.  Such setoff shall be in addition to any other rights or remedies available to Buyer at law or equity.

FORCE MAJEURE.
25. Buyer may delay delivery or acceptance occasioned by causes beyond its control.  Seller shall hold such goods at the direction of the Buyer and shall deliver them when the cause affecting the delay has been removed.  Buyer shall be responsible only for Seller’s direct additional costs in holding the goods or delaying performance of this Agreement at Buyer’s request.  Seller shall also be excused if delivery is delayed by the occurrence of unforeseen and unforeseeable events that are beyond Seller’s control, provided Seller notifies Buyer of such events as soon as they occur, and gives Buyer its best estimate of revised delivery dates.  However, Buyer reserves the right to reject Seller’s revised delivery dates and to cancel this Order without any liability.  If Seller’s production is only partially restricted or delayed, it shall use its best efforts to accommodate the requirements of Buyer, including giving this Order preference and priority over those of other customers that were placed after this Order.

CHANGES.
26. Buyer shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery, and method of transportation.  If any such changes cause an increase or decrease in the cost, or the time required for performance, an equitable adjustment shall be made, and this Order shall be modified in writing accordingly.  Seller agrees to accept such changes subject to this paragraph.

WAIVER.
27. No waiver of a breach of any provision of this order shall constitute a waiver of any other breach or waiver of such provision.  Buyer’s delay or failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Buyer’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.

ENTIRE AGREEMENT/SEVERABILITY.
28.1. In accepting this Order or making any deliveries hereunder, Seller agrees to all of the items and conditions stated on this Order. This Order and any written documents that may be attached hereto and/or incorpo­rated by specific reference constitute the entire agreement between the parties and supersede all previous communicates between them, either oral or written.  No stipulations, representations or agreements by Buyer or any of its owners, officers, agents or employees shall be binding upon the Buyer unless reduced to writing and attached to and incorporated in this Order by reference as above provided, and no local, general or trade custom shall alter or vary the terms hereof. 
28.2. If any provision hereof is determined invalid under applicable law, such invalidity shall be limited to such provision without invali­dating the remainder of this Order or other terms or conditions thereof.

LIMITATION ON BUYER’S LIABILITY.
29.1. Nothing in these Terms and Conditions shall limit or exclude the liability of either party for:
(a) death or personal injury caused by its negligence
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot lawfully be limited or excluded.
29.2. Subject to clause 29.1, the Buyer shall not be liable to the Seller, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any:
(a) loss of profit, loss of revenue, loss of business, loss of opportunity, loss of anticipated savings, loss of goodwill or reputation; or
(b) any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with these Terms and Conditions.
29.3. Subject to clause 29.1 and 29.2, and to the fullest extent permitted by law, the Buyer’s total aggregate liability to the Seller arising out of or in connection with these Terms and Condition and any Order, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the price attributable to the specific Deliverables or services (or relevant unit thereof) giving rise to the claim, less any avoided or saved costs, including but not limited to material, labour and production costs, incurred by the Seller.

RIGHTS OF THIRD PARTIES
30.1. The Seller shall procure that its employees, agents, contractors, sub-contractors and any other persons for whom it is responsible in connection with the performance of this Order (together, the Seller’s Representatives) do not act or omit to act in any way which would constitute a breach of this Order if such act or omission were that of the Seller. The Seller shall be liable for all acts and omissions of the Seller’s Representatives as if they were its own.
30.2. This Order is made for the benefit of the Buyer and its Affiliates, and the Seller shall be liable for any loss, damage, cost or expense suffered or incurred by the Buyer or any of its Affiliates arising out of or in connection with any breach of this Order. For the purposes of this clause, “Affiliate” means any parent undertaking, ultimate controlling shareholder, or any subsidiary of either from time to time.
30.3 The parties intend that the Buyer’s Affiliates may enforce the benefit of this clause in accordance with the Contracts (Rights of Third Parties) Act 1999.

GENERAL.
31.1. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
31.2. These Terms and Conditions may be executed in any number of counterparts, each of which constitutes a duplicate original, but all the counterparts together constitute the one agreement.
31.3. Any notice under the Contract shall be in writing and shall be delivered by hand, sent by prepaid first class post, or sent by email to the addresses stated in the Order or otherwise notified in writing. A notice sent by email is deemed received at the time of successful transmission, provided that the sender retains evidence of successful transmission and the parties have used email to communicate on contract matters.

CHOICE OF LAW AND FORUM.
32. Any questions, disputes or litigation arising either directly or indirectly from this Order, including but not limited to disputes concerning the validity, interpretation, enforcement or effect of this Order or interpretation concerning the rights and obligations of the parties hereunder, shall be governed (whether in law or in equity) by the laws of England and Wales. The laws of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Order or its subject matter or formation.

ADDITIONAL TERMS AND CONDITIONS FOR AS9100 SUPPLIERS
As a supplier (“You” or “Supplier”) to Manufacturing Technology, Inc. (“MTI”), you agree to comply with the additional terms and conditions listed below with respect to any product or services provided to MTI if any such product or services relates to any aerospace application, project or machine or any request for quote, purchase order or similar document issued by MTI contains any reference to the AS9100 standards. The terms and conditions listed below are in addition to and are deemed to be an integral part of MTI’s standard terms and conditions of purchase.

ETHICAL BEHAVIOR. Suppliers are expected to observe the highest standard of ethics, honesty, and integrity at all times. 

PROCESS, PRODUCT OR LOCATION CHANGES. Any changes in your manufacturing process, product, changes of suppliers, or site of manufacture shall require advance notification to and prior written approval of MTI.

SUB-TIER SUPPLIERS; FLOW-DOWN REQUIREMENTS. Suppliers may not outsource or subcontract any product, component, service or other work for or on behalf of MTI to any sub-tier supplier without the prior written approval of MTI. Supplier acknowledges and agrees that MTI’s customers may require the use of pre-approved sources for plating, coating, heat treatment, welding and similar services. If MTI approves the use of any sub-tier supplier, supplier must flow down to such sub-tier supplier any applicable customer, regulatory and/or AS9100 requirements, including, but not limited to, requirement in any purchase order or other purchase document issued by MTI. All service work (plating, coating, heat treatment, welding and other services) performed by a sub-tier supplier must strictly comply with all customer specifications.

CERTIFICATE OF CONFORMANCE. Supplier must provide a Certificate of Conformance for all orders and lots, verifying that all products and lots meet applicable customer and order specification and requirements. All products and lots must be clearly identified and labeled and must be traceable to and linked to the Certificate of Conformance. Supplier’s records with respect to each order must be retained for at least 10 years.

NONCONFORMING PRODUCTS AND MATERIALS. If at any time Supplier becomes aware that any shipped product or material is nonconforming, Supplier will immediately notify MTI by telephone and promptly confirm in writing. All nonconforming products and materials must be documented and investigated. Supplier’s investigation shall include root cause analysis, impact/assessment of scope and identification and timely implementation of effective corrective actions. All investigations will be documented, and records maintained. Supplier shall obtain MTI’s prior written approval with respect to the disposition of any nonconforming products or materials.

COUNTERFEIT PARTS. Supplier must be aware of origin of parts supplied to MTI and prevent the use of counterfeit parts.

RIGHT OF ACCESS. MTI, its customers, governmental authorities and their respective representatives intend to perform verification activities at Supplier’s premises when warranted and to assure product and services conform to specified requirements. Supplier shall provide MTI, its customers, government authorities and their respective representatives with access to all of Supplier’s facilities and records relating to the performance and processing of MTI’s orders.

QUALITY AND SAFETY. Suppliers are expected to have a quality management system and provide products and services that meet all requirements of the contract and to ensure all persons are aware of their contribution to such, including product safety. Any inspection or verification activities undertaken by MTI, its customers or governmental authorities shall not be used as evidence of effective control of quality and shall not absolve the Supplier of the responsibility to provide acceptable, conforming products and services, nor shall it preclude MTI or its customer from rejecting any product or service provided by Supplier.