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TERMS AND CONDITIONS OF PURCHASE

DEFINITIONS

In the Conditions the following expressions shall (unless the context requires) have the following meanings:

In these Conditions, the following definitions apply:

“Buyer” shall mean Helical Technology Limited;

“Contract” shall mean the contract between the Buyer and the Seller for the supply of goods and/or services in accordance with these Conditions and the Order.

“Deliverables” shall mean all documents, products and materials developed by the Seller or its agents, contractors and employers as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programmes, data, specifications and reports.

“Goods” will be the goods (or any part of them) set out in the Order.

“Services” shall mean the services including without limitation any Deliverables to be provided by the Seller to the Buyer as set out in the Order.

“Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trade mark, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Order” shall mean the Buyer’s order for the supply of Goods and/or Services as set out in the Buyer’s Purchase Order;

“Seller” shall be the person or company to whom the Order is addressed;

“Service Specification” shall mean the description or specification for services agreed in writing by the Buyer and the Seller.

“Supplier Manual” means the latest version of the Helical Technology Supplier Manual.

1. TERMS AND VARIATIONS

a) The Buyer will be responsible for the payment of Goods and/or Services only if ordered on the Buyer’s official Purchase Order Form.

b) Unless stated otherwise on the Purchase Order these Conditions shall govern the Contract to the exclusion of any terms and conditions, warranties or representations, written or oral, expressed or implied which the Seller may seek to impose.

c) Any waiver or substitution or exception or modification or addition to the terms contained in the Order or these Conditions must, to be valid, be agreed in writing between the Buyer and the Seller.

2. DOCUMENTS

The Seller shall:

a) clearly mark the outside of each consignment or package with the Seller’s name and full details of the destination in accordance with the Order and include a Packing Note stating the contents thereof;

b) on despatch of each consignment, send to the Buyer at the delivery address, an Advice Note specifying the means of transport, the weight, number, volume and the point and date of despatch.

c) send to the Buyer a detailed priced invoice as soon as is reasonably practicable after the despatch of each consignment.

d) state on every packing note, advice note, invoice or other document relating to the Order, the Order number and product code number (if any)

3. ACCEPTANCE

Delivery of any part of the Goods or the commencement of the Services ordered hereunder constitutes acceptance by the Seller of all the terms of the Order (including these Conditions) without reservation.

4. QUALITY AND DESCRIPTION

The Seller shall ensure that the Goods and Services shall:

a) conform with the general description stated in the Order

b) conform to the specifications stated in the relevant drawing.

c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982) and fit for any purpose held out by the Seller or made known to the Seller by the Buyer, expressly or by implication, and in this respect the Buyer relies on the Seller’s skill and judgment

d) be free from defects in design, materials and workmanship

e) comply with all applicable statutory and regulatory requirements relating to the manufacture, labeling, packaging, storage, handling and delivery of the Goods

f) be of sound materials and workmanship

g) correspond in all respects to the samples, patterns or any technical description of the Goods contained or referred to in the Order

h) perform all functions and meet all standards specified in the Order.

i) comply with all Quality Systems Requirements set out in Sec. 3.0 of the Supplier Manual.

5. WARRANTY

a) The Seller shall warrant that it will maintain an in-plant and OEM acceptance rating of 100% (0 PPM).

b) The Seller shall warrant that during the applicable Warranty Period the Goods will:

c) The Seller shall warrant that during the applicable Warranty Period begins on the date the Goods are delivered to the Buyer (or a Related Company or third party designated by the Buyer) and expires on the date that is the later of:

d) The Seller shall warrant that the services be provided in accordance with the Agreement and specification and executed with adequate care, skill and diligence by properly qualified and experienced persons, in accordance with all applicable laws and regulations.

e) The Seller shall pass on the Company the benefit of any additional warranties secured from the Supplier’s suppliers.

6. INSPECTION AND TESTING

a) Before dispatching the Goods the Seller shall carefully inspect and test them for compliance with these Conditions. The Seller shall, if requested by the Buyer, give the Buyer reasonable notice of such tests and the Buyer shall be entitled to be represented thereat. The Seller shall also, at the request of the Buyer, supply to the Buyer with a copy of the Seller’s test sheets, certified by the Seller to be a true copy.

b) The Buyer will be entitled to inspect and test the Goods during manufacture, processing or storage. If the Buyer exercises this right, the Seller shall provide or shall procure the provision of all such facilities as may reasonably be required by the Buyer thereof.

c) If as a result of any inspection or test under paragraph (a) or (b) of this clause the Buyer’s representative is of the reasonable opinion that the Goods do not comply with these Conditions or are unlikely on completion of manufacture or processing so to comply, the Buyer shall inform the Seller accordingly and the Seller shall immediately take such steps as are necessary to ensure such compliance.

d) Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Seller’s obligations under these Conditions, and the Buyer shall have right to conduct further inspections and tests after the Seller has carried out its remedial actions.

7. DELIVERY

a) The Goods shall be properly packed and secured in such a manner as to reach their destination in good condition and shall be delivered carriage paid by the Seller at, the place or places and in the manner specified in the Order, or as otherwise agreed in writing by the Buyer.

b) Arrangements for payment and return of returnable wooden packing cases, skids, drums and other re-usable articles used for packing the Goods will be as specified in the Order or, if not set out in the Order, all such returns shall be at the Seller’s cost.

c) Delivery of the Goods shall be deemed complete on the Buyer’s Purchasing department stamp and signature on the delivery note after completion of unloading of the Goods at the place specified for delivery in the Order.

d) The Buyer reserves the right to check for shortages to delivered Goods and Services after delivery has been accepted and to notify the Seller within 10 working days of any discrepancies.

8. PASSING OF PROPERTY AND RISK TO BUYER

a) Title and risk in the Goods shall pass to the Buyer on completion of delivery without prejudice to any right of rejection which may accrue to the Buyer under these terms.

b) Subject to conditions (e) and (f) below and to the Buyer’s right to reject or return Goods, unless otherwise agreed in writing by a director on behalf of the Buyer, title to and risk of loss or damage to the Goods shall pass to the Buyer immediately following off-loading of the Goods at the point of delivery specified in the Order.

c) The Seller shall be responsible for all delivery, transport and unloading costs incidental to the Contract and shall be liable to insure Goods to their full replacement value against all risks of damage or loss prior to completion of delivery.

d) The Seller shall upon request provide such evidence of the insurance cover in respect of the Goods referred to in condition (c) above as the Company may reasonably require.

e) Where Goods are retained by the Seller pending delivery instructions, title shall pass to the Buyer when Goods are ready for despatch but risk shall remain with the Seller until delivery in accordance with the Buyer ‘s instructions.

f) Part payments for Goods made in advance of delivery are part payments of the Price and title to materials procured or manufactured by the Seller towards performance of the Contract shall pass to the Buyer at the date of such payments up to the total amount thereof.

9. TIME FOR DELIVERY

a) The Seller shall deliver the Goods on the delivery date specified in the Order or if no such date is specified, then within 5 days of the date of the Order. Except with the written consent of the Buyer, the Seller shall not deliver the Goods in advance of the delivery date specified in the Order.

b) If any delivery is made which is not in all respects in accordance with the terms of sub-clause (a) above then, without prejudice to any other rights or remedies that it may have, the Buyer may, at its sole discretion, claim or deduct 5% of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 50% of the total price of the Goods.

10. SUPPLY OF SERVICES

a) The Seller shall from the date set out in the Order and for the duration of the Contract provide the Services to the Buyer in accordance with these Conditions and the Order.

b) The Seller shall meet all performance dates for the Services specified in the Order or notified to the Seller by the Buyer.

c) In providing the Services, the Seller shall:

11. LIABILITY

a) The Seller is liable for all costs and expenses of non- conformity, quality, warranty, recalls, field service actions, infringement claims, factory delays and all other costs incurred by the Buyer and the Buyer’s Customers related to the Quality, Functionality or Design of the Goods.

b) If the Buyer or the Buyer’s customer has agreed, as part of a Field Service Action negotiated with a Government, to provide an extended warranty, customer incentives to increase the Field Service Action completion rate, or to take other actions, the Seller’s liability will also include the costs and expenses of these actions. The Buyer will consult with the Seller in the event of any such Field Service Action in order to assist in mitigating the costs and expenses involved.

c) Except in respect of death or personal injury caused by the Buyer’s negligence, the Buyer will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Buyer’s employees or agents or otherwise) which arise out of or in connection with the Purchasing of the Goods and Services.

12. TERMINATION

a) If the Seller commits a material breach of the Contract and fails, within ten days of the date of a notice sent by the Buyer to the Seller, to remedy such breach, the Buyer may, without prejudice to any other right or remedy, terminate the Contract forthwith by notice in writing to the Seller.

b) If the Seller becomes bankrupt or has a receiving order or administration order made against it or makes an arrangement with or for the benefit of its creditors, or if the Seller has a receiver appointed over it or if an order is made or resolution passed for winding up the Seller’s business (other than for the purpose of amalgamation or reconstruction) or if the Seller cannot otherwise pay its debts when they fall due then the Buyer shall have the right to cancel all the Order and terminate the Contract immediately by notice in writing without liability to the Seller and any goods, tooling, and materials loaned or supplied to the Seller in connection with any Order or the Seller’s business in general, shall be returned to the Buyer immediately.

c) The Buyer shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Seller 28 days written notice whereupon all Services shall be discontinued and unless there has been a breach by the Seller of the Contract, the Buyer shall pay to the Seller a 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.

d) The Seller must notify the Buyer in advance of at least 28 days if the Seller becomes aware that the circumstances in condition 12(b) might be realised.

e) Termination of the Contract shall be without prejudice to the rights and duties of the Buyer accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. In particular, conditions 5, 8, 11, 13,14,16, 18, 20 and 21 will have effect for a period of 10 years after termination of the Agreements between the Buyer and the Seller.

13. REMEDIES

a) Without prejudice to any other right or remedy that the Buyer may have, if any Goods are not supplied in accordance with any of the terms of the Contract, whether or not they have been accepted by the Buyer, the Buyer shall be entitled, at its sole choice, to:

b) if the Seller fails to perform the Services in accordance with the Contract the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:

c) These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Seller.

14. INDEMNITY

a) The Seller shall keep the Buyer indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Buyer as a result of or in connection with:

b) For the duration of the Contract and for a period of 12 months thereafter, the Seller shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the Buyer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

c) This clause 12 shall survive termination of the Contract.

15. PRICE AND PAYMENT

a) The price for the Goods shall be as shown on the Order and is fixed and firm, VAT exclusive but otherwise all inclusive of packaging, packing, shipping, carriage, insurance, unloading, unpacking and delivery of the Goods and any import or export clearances, duties or levies, unless otherwise agreed in writing by the Buyer. No extra charges shall be effective without the Buyer’s written acceptance in advance.

b) The price for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Seller in respect of the performance of the Services unless otherwise agreed in writing by the Buyer, the prices for the Services shall include every cost and expense of the Seller directly or indirectly incurred in connection with the performance of the Services.

c) Unless otherwise agreed by the Buyer in writing or unless otherwise stated in the Order, payment of the price for the Goods shall be made by electronic transfer within 60 days of completion of delivery of the Goods, providing that the purchase order number is clearly stated on the invoice. Payment of the price for the Goods is subject to acceptance of the Goods at the delivery location stated in the Order and receipt by the Buyer of all documents, drawings and certification as set out in the Order. Invoices for the Goods may be raised by the Seller upon completion of delivery of the Goods.

d) Unless otherwise agreed by the Buyer in writing or unless otherwise stated in the Order, in respect of the Services, the Seller shall invoice the Buyer on completion of the Services . Each invoice shall include the relevant purchase order number.

e) Payment of the price for the Services shall be made by electronic transfer within 60 days of receipt by the Buyer of a correctly rendered invoice in accordance with clause 15(d).

f) The Buyer may, without limiting its other rights or remedies, set off any amount owing to it by the Seller against any amount payable by the Buyer to the Seller under the Contract.

16. CONFIDENTIALITY AND BUYER’S PROPERTY PROTECTION

a) All patterns, dies, drawings, specifications, technical information, artwork, moulds or other tooling supplied by the Buyer and all consigned materials provided by the Buyer without change to the Seller for the purpose of (“Buyer Materials”) shall be and remain the property of the Buyer.

b) The Seller shall maintain all Buyer Materials in good order and condition and insure them against all risks whilst in its custody and on termination of the Contract or as otherwise direct by the Buyer shall return them to the Buyer in good order and condition. Should the Seller fail to return Buyer Materials when requested to do so by the Buyer or return Buyer Materials in good order and condition the Buyer may, without prejudice to any other rights or remedies that it may have, either withhold payment of the Goods and/or Services until the Buyer Materials are so returned or withhold such part of the payment due as may be required to replace such Buyer Materials or to restore them to good order and condition.

c) The Seller shall not use Buyer Materials, nor shall it authorise or knowingly permit them to be used by anyone else for, or in connection with, any purpose other than the supply of the Goods to the Buyer unless such use is expressly authorised by the Buyer, previously, and in writing.

d) The Seller shall be bound by the Confidentiality and Non-Disclosure Terms laid out in the Non-Disclosure Agreement situated in the Supplier Manual.

17. STATUTORY REQUIREMENTS

The Seller undertakes that the design, construction and quality of the Goods to be supplied under the Contract comply in all respects with all relevant requirements of any statute, statutory rule or order, or other instrument having the force of law which may be in force at the time when the same are supplied.

18. INTELLECTUAL PROPERTY RIGHTS

a) In respect of the Goods and any goods that are transferred to the Buyer as part of the Services under the Contract, including without limitation the Deliverables or any part of them, the Seller warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Buyer, it will have full and unrestricted rights to sell and transfer all such items to the Buyer.

b) The Buyer shall retain ownership and Intellectual Property rights to any specifications and materials it has provided to the Seller.

c) The Seller assigns to the Buyer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.

d) The Seller shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

e) The Seller shall, promptly at the Buyer’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Buyer may from time to time require for the purpose of securing for the Buyer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Buyer in accordance with clause 18 (b).

19. ASSIGNMENT AND SUB-CONTRACTING

a) The Seller shall not without the consent in writing of the Buyer assign or transfer the contract or any part of it to any other person.

b) Should the Buyer provide the Seller with written consent pursuant to Condition 19(a) above, the Seller shall be directly responsible for all work done and goods and/or services supplied by sub-contractors and any breach of these Conditions by any sub-contractor shall be considered to be a breach by the Seller.

c) If the Buyer consents to the use of a subcontractor by the Seller, the Seller will:

d) The Seller shall not without the consent in writing of the Buyer sub-let the contract or any part thereof other than for materials, minor details or for any part of the Goods of which the makers are named in the Order or the Specification, but this shall not prevent the Seller sub-letting part of the contract to any company which is a member of the group to which the Seller belongs (or a company with which the Seller is associated). Any such consent shall not relieve the Seller of any of his obligations under the contract.

e) The Buyer reserves the right to assign the benefit of the Contract to any person or Company.

20. SUPPLIER MANUAL

a) The Buyer will take all reasonable steps to ensure that the Seller has the most recent version of the Supplier Manual.

c) The Seller will be responsible for checking the Buyer’s website at least the first day of every month to ensure that they are working to the current version of the Supplier Manual.

d) The Seller will adhere to the Supplier Manual completely, unless the Buyer has agreed otherwise with the Seller in writing. Such written permission may only be granted by the Purchasing Manager (UK) of the Buyer or a Director of the Buyer. Such written permission may be granted entirely at the discretion of the Buyer.

e) Any discrepancies the Seller has with the Supplier Manual must be expressly and unambiguously communicated to the Buyer within 7 working days of receipt of the Supplier Manual or notification of any updates to the Supplier Manual. Failure to do so will be taken as the Seller’s acceptance of all the terms of the Supplier Manual.

21. CODE OF CONDUCT

a) The Buyer will take all reasonable steps to ensure that the Seller has the most recent version of the Code of Conduct.

b) The Seller will adhere to the Buyer’s Code of Conduct and the Seller acknowledges that strict adherence to the Code of Conduct is an absolute condition of doing business with the Buyer.

22. GENERAL

a) The provisions of these Conditions shall apply to the Contract to the exclusion of all other written terms and conditions of the Seller, save for those set out in the Order which take precedence in the event of conflict with these Conditions, and nothing said or written in the course of negotiations or otherwise shall have contractual or other legal effect unless it is expressly incorporated in the Order or the documents which are annexed or referred to in the Order.

b) All provisions of the Order and these Conditions are without prejudice to the Buyer’s rights and remedies at law or otherwise.

23. GOVERNING LAW AND ARBITRATION

a) The provisions of the Order and the rights of the parties hereto shall be governed and construed in all respects according to the law of England and Wales and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with the Contract, its subject matter or formation. Neither (a) the United Nations Convention on Contracts for the International Sale of Goods 1980, (b) the 1974 Convention on the Limitation Period in Contracts for the International Sale of Goods (hereinafter referred to as the “1974 Convention”), nor (c) the Protocol Amending the 1974 Convention held at Vienna, Austria, on April 11, 1980, apply in any manner to the interpretation or enforcement of, Buyer’s Order.

b) The Parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to Buyer’s Order, or to a material breach, including its interpretation, performance, or termination. If the Parties are unable to resolve such dispute, either Party may refer the dispute to arbitration. The arbitration shall be conducted in English, and in accordance with the Rules of Arbitration of the International Chamber of Commerce, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the decision and/or award, shall take place in Manchester, England, and shall be the exclusive forum for resolving the dispute, controversy, or claim.