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Providing Technology Solutions Since 1991

Document: TT/COP/010189 Issue C

In these terms and conditions the Purchaser is Coercive Systems Limited and the Supplier is the company on which the Purchaser has placed the purchase order, in accordance with the following terms:

1. Acceptance
The Order shall not be binding upon the Purchaser until these terms and conditions are accepted by receipt of an acknowledgement or commencement of work on the Order whichever is the earlier. The Purchaser reserves the right to reject any acceptance which is received by the Purchaser more than fourteen working days after the date of the Order. Other terms and conditions shall only apply where expressly agreed in writing by the Purchaser.

2. Authority
The Purchaser shall not be liable for any Order, Order amendment or instruction to proceed with Orders unless and until authorised or confirmed on the Purchaser's printed Order or amendment form.

3. Prices
Unless specifically agreed otherwise all prices shall be fixed firm and not subject to any form of surcharge of variation.

4. Delivery
Any time or period for delivery, despatch or completion shall be of the essence. The Purchaser shall be entitled to terminate the Order and/or claim reimbursement for all losses and expenses suffered in the event of:

(a) the Supplier fails to deliver goods or provide services in accordance with the terms of the Order or
(b) the Supplier fails to makeprogresswith the Order so as to jeopardise the purpose of the Order.

The Supplier undertakes to notify the Purchaser in writing without delay of any change in circumstances which may delay delivery.

5. Sub-Contracting and Assigning
None of the work covered by the Order shall be sub-contracted without the prior permission of the Purchaser except as is customary in the trade. The Supplier shall remain responsible for the performance of the Order, and shall not assign the Order or his right to payment hereunder.

6. New Materials
Unless specifically agreed otherwise all materials supplied under the Order are to be new.

7. Inspection
The Purchaser's inspector or representative and any inspector or representative of the Purchaser's customer or his agent or of any government department concerned shall be entitled on the Purchaser's authority to witness the Inspection or testing of the goods or work which are the subject matter of the Order at any reasonable time at the Supplier's works or at the works of any the Supplier's sub-contractors. If required by the Purchaser the Supplier shall give the Purchaser adequate notice of the Supplier's works test which the Purchaser shall be entitled to attend. Reasonable facilities shall be provided at the Supplier's expense for the inspector or representative. The Supplier shall provide the Purchaser with such certificates as the Purchaser may require. Such inspection does not relieve the Supplier of any liability nor does it imply acceptance of the goods or work which are the subject matter of the Order.

8. Packing, Delivery and Marking
All goods supplied against the order must be adequately protected against damage and deterioration in transit and delivered to the Purchaser's address overleaf carriage paid, or as otherwise notified in writing to the Supplier and must bear the Purchaser's Order number on the packages thereof. The goods shall be at the Supplier's risk until delivered to the Purchaser at the point specified in the Order unless the purchaser otherwise agrees in writing. Unless otherwise provided in the Order all containers and packing materials supplied by the Supplier shall be considered non-returnable and their costs shall be included in the price. Where the Purchaser receives goods as unexamined the Purchaser's right subsequently to inspect the goods and reject them if they do not comply with the specification or claim for shortage shall not be prejudiced. When goods are rejected they will be returned at the Supplier's risk and expense.

9. Passing of Property
Property in the subject matter of the order shall pass to the Purchaser no later than the time of delivery provided that any passing of title shall not prejudice either the Purchaser's right to reject, nonconformity with specification or any other rights that the Purchaser may have under the Order provided that where advance of progress payments are made title but not risk shall pass to the Purchaser as soon as items are allocated to the Order. All items so allocated shall be adequately marked and recorded as being the property of the Purchaser. Where items cannot be allocated to tangibles Stage Payments will contribute towards ownership of the goods in proportion to the contract value.

10. Payment
Inattention to the following details may mean delay in payment but no prompt payment discount shall be forfeited by the Purchaser on account of the Seller's failure:-

a) to send on the day of despatch for each consignment such advice(s) of despatch and invoice(s) as may be indicated in the Order or
b) to mark clearly the Order number on the consignment package, packing notes, advice notes, invoices, monthly statements and all other correspondence, or
c) to provide any certificate of other documentation required under the Order.

All payments made shall be without prejudice to the Purchaser's rights should the goods, materials, or services prove unsatisfactory or not in accordance with the Purchaser's Order or instructions.

In the event of termination any Stage Payments already made by the Purchaser under the contract will be immediately re-payable with interest at 3% pa above Midland Banks base lending rate.

11. Order Suspension and Termination without cause
In the event of any interruption of the Purchaser's business due to circumstances beyond the Purchaser's control such as but not limited to any industrial dispute, fire, explosion or accident which would prevent or hinder the use of the goods or work which is the subject of the Order the Purchaser shall have the right to suspend the Order until such circumstances have ceased.

In the event that the Purchaser terminates the Purchase order on the Supplier whether due to but not limited to the aforementioned reasons including without cause then the Purchaser shall advise the Supplier of his intention to terminate. In such event the Purchaser’s limit of liability shall be not exceed the Suppliers direct costs incurred in materials and workmanship at point of termination and not beyond and where such costs shall be supported by cost data including material invoices and any reasonable documentation requests by the Purchaser to validate the Suppliers claim. On no account shall the liability ever exceed the value of the purchase order or the value of goods outstanding at termination .

12. Tools and Materials
12.1 Where tools and/or test equipment and/or materials are supplied by the Purchaser the Supplier shall accept full responsibility for their proper storage, safe custody and method of use and shall accept the risk of loss and damage howsoever arising. Any such tools, test equipment and materials shall be used by the Supplier only for performing the work, placed by the Purchaser and shall be returned at the Supplier's expense at the completion of the work unless otherwise agreed by the Purchaser in writing. Surplus materials and/or scrap shall be disposed of in accordance with the Purchaser's instructions.
12.2 Ownership and title of all tooling produced for the manufacture of this order and paid for by the Purchaser will vest with the Purchaser.
This tooling will either be stored at the supplier premises in accordance with par. 12.1 or delivered to the Purchaser on his request.

13. Confidentiality and Publicity
The Supplier shall treat all information supplied by the Purchaser as strictly confidential and not divulge information to any third parties, or infringe any rights of the Purchaser in IPR, Copyright, Design Rights in such data or otherwise use any such data or information supplied or gained other than for the sole purpose of its performance of the purchase order. Where drawings or other data are issued, the Supplier shall exercise proper custody and control and return/dispose of such in accordance with the Purchaser's instructions. Prior written consent shall be obtained from the Purchaser before any publicity is issued by the Supplier in connection with the Order. The Supplier will not attempt to contact the Purchaser’s customers or solicit business from the Purchaser’s customers in connection with the Purchase order or as a consequence of the information gained in completing the purchase order .

14. Patent and Other Rights
Where development forms part of the Order the ownership of any intellectual property rights including but not limited to patents, registered designs, unregistered design rights and copyright arising from such development shall be transferred to the Purchaser and the Supplier shall co-operate in any measure necessary to make such transfer effective as soon as any such right arises.

15. Intellectual Property Indemnity
The Supplier shall keep the Purchaser indemnified in respect of any claim of infringement of intellectual property rights by the use or sale of any goods supplied under the Order and against all costs and damages for which the Purchaser may become liable or may incur in any action for such infringement.

16. Software
Where software is required to be supplied hereunder the Supplier warrants that the Purchaser has been provided with any conditions of use or licence terms relating to such software prior to the date of the Order. In the event that such conditions or licence terms have not been provided the Supplier agrees to waive their application. The Supplier warrants that the Supplier is the owner of the copyright or other intellectual property in such software to be supplied or has a valid licence from the owner of the copyright or intellectual property to sell of sub-licence the software to the Purchaser.

17. Defective Materials/Workmanship and Warranty Claims
The Supplier will repair at the Purchaser's request or replace any defective item or items free of charge. In the event of a warranty claim the Supplier shall bear all carriage and packing costs in collecting and returning the goods. The warranty will be extended by the period until the goods are accepted/re-accepted by the Purchaser. The Supplier shall keep the Purchaser indemnified in respect of all loss and or expense which results during the proper use directly or indirectly in whole or in part from defective materials, goods, workmanship or design supplied by the Supplier including but not limited to the incursion of any Statutory Liability.

The Supplier shall also keep the Purchaser indemnified against any damage to the Purchaser's property (including any materials, tools or patterns sent to the Supplier for any purpose) and against any claims for loss or injury to any person or death of any person or to the property of any person to the extent caused by the Supplier's negligence or any act or omission on the part of the Supplier's employees, sub-contractors or agents arising out of the performance of the Order.

18. Health and Safety at Work Act 1974
In accordance with the requirements of the Health and Safety at Work Act, 1974 and any re-enactment or amendment thereof any safety precautions required for the handling of the material covered by the Order are to be clearly indicated on each consignment.

19. Insolvency
The Purchaser shall be entitled at any time by notice in writing to terminate this contract without compensation to the Supplier in respect of the terminated portion in the event that:-

a) The Supplier becomes insolvent or the Supplier makes any composition or arrangement with the creditors or
b) Any petition is presented for the Supplier's winding up or
c) The Supplier passes any resolution for the Supplier's winding up

20. Government and other Special Conditions
Where any Government or other special condition is incorporated by reference in the Order such special conditions shall apply.

21. Security
Where a security classification appears in the Order the Supplier shall at all times comply with the relevant security procedures for handling classified information including those contained in any security aspects letter issued by the Purchaser's Security Officer which shall form part of the Order.

22. Waiver
Any concession or indulgence made by the Purchaser shall not be considered as a waiver of the Purchaser's rights under the Order unless specifically authorised in writing on the Purchaser's printed Order or amendment form.

23. Law
The construction validity and performance of the Order shall be governed by the Law of England and subject o the exclusive jurisdiction of the English courts.

24. Quality
The goods shall conform as to quantity and description with the particulars stated on the order, be of sound materials and workmanship, be equal in all aspects to the samples, patterns or specifications provided or given by either party, be capable of meeting any standard or performance specified in the order and if the purpose for which the goods are required is made known to the supplier either expressly or implicitly be fit for that purpose.


A Subject to Purchasers inspection on delivery.

B Subject to Purchasers inspection at Suppliers works.

C Supported by a Certificate of Conformity (CofC), to confirm that all suppliesconform to order / specification /drgs etc.

D Supported by a set of results obtained during inspection / test.

E Supported by a Certificate of Chemical Analysis & Mechanical Test.

F MOD Regulation - Approval Release Certificate.

G CAA Regulation - Approval Release Certificate.

H In accordance with ISO 9001 systems approval.Supported by a CofC to confirm that all supplies conform to order / specification / drawings etc.

I Registered stockist to level A requiring lot traceability.

J Registered stockist to level B, CofC to confirm material obtained from a Quality Assured Source.

K CofC supplied to confirm purchased materials and manufacturing processes used in the construction of the delivered article are supported by full traceability records.