Supplier Terms and Conditions
ISO 9001 and AS9100D
Overview:
This document has been created to assist our suppliers in understanding the purchasing expectations and quality requirements for products and/or services supplied to Rowan Precision Ltd. This document will communicate the operating principles, general expectations, and procedures of Rowan Precision Ltd. Adherence to the guidelines described in this document are required by all Rowan Precision Ltd suppliers. Acceptance of any and/or all purchase orders constitutes acceptance and commitment on behalf of the recipient to comply with this document’s content. These guidelines are provided as supplement to, and do not replace or alter, any purchase agreement terms and conditions which are included as requirements of applicable drawings, specifications and other contractual documents. This document describes the minimum requirements for which the supplier has responsibility.
Our organisation reserves the right of final approval of product, procedures, processes and equipment.
2. All special processes required by our PO must be performed by qualified personnel. Who are aware of:
a) Their contribution to product or service conformity,
b) Their contribution to product safety and,
c) The importance of Ethical behaviour, in the work they do and the services they provide.
d) INDUCEMENTS AND ANTI-BRIBERY
The Supplier shall not:
i) Induce any employee of Rowan Precision to make any concessions to the Supplier in return for any gift, money or other inducement.
ii) Pay money or give any other benefit to any third party (either directly or indirectly) in connection with the issue of the Order.
iii) Encourage an employee of Rowan Precision to commit any act of dishonesty against Rowan Precision
iv) Ensure employees behave in an Ethical manner at all times
Suppliers in furtherance of Aerospace contracts, shall comply with the Aerospace Industries Association of America (AIA) and Aerospace and Defence Industries Association of Europe (ASD) “Global Principles of Ethics in the Aerospace & Defence Industry”.
3. Our organization reserves the right to review and approve the Vendors Quality Management System. Standard QMS Requirements Include:
a) Vendors providing special processing must maintain a system for validating processes.
b) Customer directed sources must operate in accordance with approved specifications and standards as dictated and controlled by the customer in question.
c) Suppliers initially approved for use via Certification (ISO, AS9100, ISO 17025, AS9120, etc.) must notify our organization of any changes to that certification.
4. The Vendor shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.
5. Our organization reserves the right to approve or specify any designs, tests, inspection plans, verifications, use of statistical techniques for product acceptance, and any applicable critical items including key characteristics.
6. Our organization reserves the right to designate requirements for test specimens for design approval, inspection/verification, investigation or auditing.
7. The Vendor is required to:
a) Notify our organization of nonconforming product.
b) Obtain our organization approval for nonconforming product disposition.
c) Notify our organization of changes in product and/or process, changes of suppliers, and changes of manufacturing facility locations.
d) Flow down to the supply chain the applicable requirements including customer requirements.
8. The Vendor is required to supply product that has a remaining shelf life of at least 75% of original life as of the date of shipment.
9.The Vendor is required to retain all Records associated with the Purchase Order for 7 (seven) years or as required by contract.
10.Right of access by our organization, our customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records without charge or levy to Rowan Precision Limited or its agents, including, our customers, certification bodies and registrars.
11. All vendors providing Calibration Services must be Certified ISO17025 (or equivalent or be pre-approved by Rowan Precision Ltd through an authorised waiver acceptable to our customer). All Calibration Certificates must identify standards used and must be traceable to UKAS or National standards.
12. Seller shall provide a proper Bill of Lading signed by Carrier, or any other legally applicable documents providing title to the goods to Purchaser upon delivery, fully protecting all parties in case of damages in transit. All cost incurred due to improper packing will be paid by Seller.
13. Certification of Materials (condition, properties, analysis etc) and/or Process performed must accompany materials/parts received. Invoice will be aged for payment based on date Certification(s) is received.
14. Any disputes arising out of any Contract issued pursuant to the Terms and Conditions shall be interpreted in accordance with and governed by the Laws of the United Kingdom.
15.COUNTERFEIT PARTS PREVENTION
a) The Supplier warrants that Counterfeit Supplies shall not be supplied to the Purchaser or installed in the Purchaser’s products by the Supplier.
b) The Supplier warrants that only new, unused, authentic, genuine and legitimate items shall form part of the Supplies supplied to the Purchaser
16.FOREIGN OBJECT CONTAMINATION.
a) The supplier warrants or has in place processes to ensure no foreign object contamination, or identifiable risk of such.
b) The supplier is fully responsible for any and all costs associated with any failure in their system that allow shipment of contamination by foreign objects.
SINCERELY
ROWAN PRECISION LIMITED.
TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS
The customer’s attention is drawn in particular to the provisions of clause 8.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Call-off Order: an order by the Customer for multiple deliveries from Rowan Precision over a period of time, under one purchase order form.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.
Contract: the contract between Rowan Precision and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from Rowan Precision.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form.
Quote: a quotation given by Rowan Precision to the Customer for the estimated cost of the supply of Goods by Rowan Precision to the Customer.
Rowan Precision: Rowan Precision Limited (registered in England and Wales with company number 01817185).
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Rowan Precision.
Warranty Period: has the meaning given in clause 5.2.
1.2 Interpretation:
a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
b) A reference to a party includes its personal representatives, successors and permitted assigns.
c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
e) A reference to writing or written excludes fax.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, course of dealing or otherwise.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.3 Subject to clause 2.4, the Order shall only be deemed to be accepted when Rowan Precision issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 Rowan Precision’s acceptance of the Order shall be conditional upon approval of the Customer’s credit rating to the satisfaction of Rowan Precision. The Customer shall supply Rowan Precision with such documents as Rowan Precision deem necessary (including but not limited to references from the Customer’s previous suppliers) to assess the Customer’s credit and Rowan Precision shall carry out a credit check against the Customer. By raising an Order, the Customer consents to Rowan Precision carrying out its credit checks. Where the results of Rowan Precision’s credit check are not to its satisfaction, Rowan Precision shall notify the Customer in writing and the Customer must pay for the Goods pro forma.
2.5 Once an Order has been accepted by Rowan Precision, the Customer cannot cancel or vary the Order except with the prior written consent of Rowan Precision and it shall be a condition of such consent that the Customer indemnify Rowan Precision in full against all loss (including loss of profits), costs (including costs of labour, materials ordered or used, tooling and setting of machines and all manufacturing costs), damages, charges and expenses incurred by Rowan Precision as a result of, or in connection with, the Order and or a cancellation of the Order and or a variation of the Order.
2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.7 Any samples, drawings, descriptive matter or advertising produced by Rowan Precision and any descriptions or illustrations on Rowan Precision’s website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.8 A Quote does not constitute an offer by Rowan Precision to supply the Goods and may be revised or withdrawn at any time prior to Rowan Precision’s acceptance of the Order in accordance with clause 2.2 and 2.3.
2.9 A Quote shall only be valid for the period set out in the Quote.
3.1 The Customer warrants that any Specification or other information, models, specimens or other articles provided to Rowan Precision are:
a) the Customer’s own unencumbered property; and
b) complete and accurate for the purposes of Rowan Precision manufacturing the Goods.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, Rowan Precision shall notify the Customer in writing of any amendments it considers are required and it shall be the Customer’s responsibility to ensure the amendments are fit for the Customer’s purposes and Rowan Precision shall not commence manufacture of the Goods until the Specification has been approved in writing by the Customer.
3.3 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Rowan Precision against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Rowan Precision in connection with any claim made against Rowan Precision for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Rowan Precision’s use of the Specification. This clause 2 shall survive termination of the Contract.
3.4 Rowan Precision reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and it shall notify the Customer in any such event.
Rowan Precision shall ensure that:
a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
b) if Rowan Precision requires the Customer to return any packaging materials to it, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Rowan Precision shall reasonably request.
4.2 Rowan Precision shall deliver or arrange for a carrier to deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Rowan Precision notifies the Customer that the Goods are ready. Alternatively, where agreed in writing between Rowan Precision and the Customer, the Customer shall collect the Goods from the Supplier’s agreed premises, or such other location as may be advised by the Supplier prior to delivery and such collection to be within three Business Days of the Supplier notifying the Customer that the Goods are ready.”
4.3 Delivery is completed in the following circumstances:
a) Where the Goods are to be delivered by Rowan Precision, on the completion of unloading of the Goods at the Delivery Location.
b) Where the Goods are to be delivered by a carrier, upon the completion of unloading of the Goods by Rowan Precision to the carrier.
c) Where the Goods are to be collected by the Customer, on the completion of unloading the Goods by Rowan Precision to the Customer.
4.4 The Customer shall provide all necessary labour, access assistance and facilities at the Delivery Location and/or at Rowan Precision’s premises for loading and unloading the Goods. Receipt of a delivery note signed by or on behalf of the Customer shall be conclusive proof that the Goods have been duly delivered and as to the date and time of delivery.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Goods may be delivered in advance of the estimated delivery date. Rowan Precision shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, the carrier or the Customer’s failure to provide Rowan Precision with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If Rowan Precision fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Rowan Precision shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the carrier or the Customer’s failure to provide Rowan Precision with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Customer fails to take or accept delivery of the Goods within three Business Days of Rowan Precision notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event, the carrier or Rowan Precision’s failure to comply with its obligations under the Contract in respect of the Goods:
a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Rowan Precision notified the Customer that the Goods were ready; and
b) Rowan Precision shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including but not limited to storage costs, insurance, costs of re-delivery, and loading and/or unloading the Goods).
4.8 If ten Business Days after the day on which Rowan Precision notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, Rowan Precision may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods.
4.9 Rowan Precision reserves the right to manufacture and deliver the Goods in such quantities and in such instalments for delivery as it chooses.
4.10 If Rowan Precision delivers up to and including 5% more or 10% less than the quantity of Goods ordered the Customer shall not be entitled to reject them.
4.11 Rowan Precision may manufacturer and/or deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. If the Customer fails to take delivery of an instalment, Rowan Precision shall not be bound to make up such instalment according to any binding schedules, programmes or timetables.
5.1 Upon Delivery, the Customer shall be responsible for inspecting the Goods and checking the Goods conform with their description and any applicable Specification. The Customer must notify Rowan Precision of any rejection of any of the Goods within 5 working days from Delivery.
5.2 Rowan Precision warrants that on delivery, and for a period of 3 months from the date of delivery (Warranty Period), the Goods shall:
a) conform in all material respects with their description and any applicable Specification.
b) be free from material defects in design, material and workmanship.
5.3 Subject to clause 5.4, if:
a) the Customer gives notice in writing to Rowan Precision during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.2;
b) Rowan Precision is given a reasonable opportunity of examining such Goods; and
c) the Customer (if asked to do so by Rowan Precision) returns such Goods to Rowan Precision’s place of business at the Customer’s cost,
Rowan Precision shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. The Customer will be responsible for packing and carriage of any goods returned. Goods returned will remain at risk of the Customer until certified as safely received by Rowan Precision. Rowan Precision may refuse to accept any Goods which have deteriorated or been damaged during return or are incomplete.
5.4 Rowan Precision shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.2 if:
a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;
b) the defect arises because the Customer failed to follow Rowan Precision’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
c) the defect arises as a result of Rowan Precision following any drawing, design or specification supplied by the Customer, including the Specification;
d) the Customer alters or repairs the Goods without the written consent of Rowan Precision;
e) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
g) the Goods are used for any purpose other than that for which supplied;
h) the Goods have been damaged or altered or repaired in any manner after delivery;
i) the Goods have not been manufactured by Rowan Precision; or
j) the Goods have been used after discovery of a defect.
5.5 Except as provided in this clause 5, Rowan Precision shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.2.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7 These Conditions shall apply to any repaired or replacement Goods supplied by Rowan Precision.
6.1 The risk in the Goods shall pass to the Customer on completion of delivery in accordance with clause 4.
6.2 Title to the Goods shall not pass to the Customer until Rowan Precision receives payment in full (in cash or cleared funds) for the Goods and any other goods that Rowan Precision has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Rowan Precision’s property;
b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery in the joint names of Rowan Precision and the Customer;
d) notify Rowan Precision immediately if it becomes subject to any of the events listed in clause 1(b) to clause 9.1(d); and
e) give Rowan Precision such information as it may reasonably require from time to time relating to:
i)the Goods; and
ii) the ongoing financial position of the Customer.
6.4 Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Rowan Precision receives payment for the Goods. However, if the Customer resells the Goods before that time:
a) it does so as principal and not as Rowan Precision’s agent;
b) title to the Goods shall pass from Rowan Precision to the Customer immediately before the time at which resale by the Customer occurs; and
c) the Customer shall hold the proceeds of sale as represents the sum due to Rowan Precision on trust for Rowan Precision and shall keep the proceeds separate from its other monies and account to Rowan Precision accordingly.
6.5 At any time before title to the Goods passes to the Customer, Rowan Precision may:
a) by notice in writing, terminate the Customer’s right under clause 4 to resell the Goods or use them in the ordinary course of its business; and
b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Rowan Precision’s quotation.
7.2 Rowan Precision may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
a) any factor beyond Rowan Precision’s control (including but not limited to foreign exchange fluctuations, increases in taxes, levies and duties, and increases in labour, materials, travel costs and other manufacturing costs);
b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
c) any delay caused by any instructions of the Customer or failure of the Customer to give Rowan Precision adequate or accurate information or instructions.
7.3 The price of the Goods in currencies other than pounds sterling are subject to increase based on the exchange rate applicable at the date of payment.
7.4 The price of the Goods:
a) excludes amounts in respect of value added tax (VAT) or any other tax or duty payable, which the Customer shall additionally be liable to pay to Rowan Precision at the prevailing rate, subject to, in the case of VAT, the receipt of a valid VAT invoice; and
b) excludes the costs and charges of packaging, insurance, certification and transport of the Goods, which shall be invoiced to the Customer.
7.5 The Customer shall pay or reimburse any tax, levy or charge of whatever nature imposed by authorities in any foreign country.
7.6 Subject to clause 4 where a pro forma invoice is required, Rowan Precision may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.7 The Customer shall pay each invoice submitted by Rowan Precision:
a) on or before the last Business Day of the month following the month of invoice or in accordance with any credit terms agreed by Rowan Precision and confirmed in writing to the Customer; and
b) in full and in cleared funds to a bank account nominated in writing by Rowan Precision, and
time for payment shall be of the essence of the Contract.
7.8 If the Customer fails to make a payment due to Rowan Precision under the Contract by the due date, then, without limiting Rowan Precision’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.10 Rowan Precision may exercise a lien on any property of the Customer in its possession for any indebtedness by the Customer to Rowan Precision.
8. Rowan Precision’s Limitation of liability
8.1 Rowan Precision has obtained insurance cover in respect of its own legal liability not exceeding £5,000,000 for any one claim and in the aggregate. The limits and exclusions in this clause reflect the insurance cover Rowan Precision has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
8.2 The restrictions on liability in this clause 8 apply to every liability of Rowan Precision arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in the Contract limits the liability of Rowan Precision which cannot legally be limited, including liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
d) defective products under the Consumer Protection Act 1987.
8.4 Subject to clause 8.3, Rowan Precision’s total liability to the Customer shall not exceed an amount equal to the price paid by the Customer for the Goods.
8.5 Subject to clause 3, the following types of loss are wholly excluded:
a)loss of profits;
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of anticipated savings;
e) loss of use or corruption of software, data or information;
f) loss of or damage to goodwill; and
g) indirect or consequential loss.
8.6 Any advice or recommendation given by Rowan Precision or its employees or agents to the Customer as to storage, application or use of goods is followed or acted on entirely at the Customer’s own risk and Rowan Precision shall not be liable for anything done as a consequence of the Customer following such advice or recommendations.
8.7 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, Rowan Precision may stop manufacture and future deliveries made under this and any other contract and terminate this Contract with immediate effect by giving written notice to the Customer if:
a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2 Without limiting its other rights or remedies, Rowan Precision may suspend provision of the Goods under the Contract or any other contract between the Customer and Rowan Precision if the Customer becomes subject to any of the events listed in clause 1(b) to clause 9.1(d), or Rowan Precision reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, Rowan Precision may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract, or under any other contract between the Customer and Rowan Precision, on the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to Rowan Precision all of Rowan Precision’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Rowan Precision shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
10. Dies, tools and certain metal pattern equipment
10.1 Dies, tools and certain metal pattern equipment (Additional Items) are invoiced to the Customer at part cost only.
10.2 The Additional items remain the property of Rowan Precision at all times.
10.3 The Additional Items will be stored and maintained during their normal useful life at Rowan Precision’s premises.
10.4 Rowan Precision does not guarantee the quality of the Additional Items and is not obliged to replace any old, worn or damaged equipment.
11.1 Where the Goods supplied under this agreement are supplied pursuant to a Call-off Order, the following clauses in this clause 11 shall apply.
11.2 The Customer guarantees to purchase and pay for all of the Goods pursuant to the payment schedule set out in the Order.
11.3 If the Customer does not purchase all of the Goods pursuant to clause 11.2 within 12 months of the Order, the Customer shall indemnify Rowan Precision against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Rowan Precision in connection with the Customer’s failure to purchase the Goods pursuant to clause 11.2.
A party shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 2 months, the either party may terminate the Contract by giving 7 days’ written notice to the affected party.
13.1 Assignment and other dealings.
a) Rowan Precision may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Rowan Precision.
13.2 Confidentiality.
a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2(b).
b) Each party may disclose the other party’s confidential information:
i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 2; and
ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c) Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13.3 Entire agreement.
a) The Contract constitutes the entire agreement between the parties.
b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.5 Waiver
a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
13.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.7 Notices
a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
ii) sent by email to the following addresses (or an address substituted in writing by the party to be served):
Rowan Precision: Sales@rowanprecision.co.uk
b) Any notice shall be deemed to have been received:
i) if delivered by hand, at the time the notice is left at the proper address;
ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.8 Assignment
The Contract is personal to the Customer who shall have no right to assign or delegate all or any of its rights and obligations hereunder.
13.9 Subcontracting of work
Rowan Precision reserves the right to sub-contract the whole or part of the fulfilment of the Order in its absolute discretion.
13.10 Third party rights.
a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
13.12 Jurisdiction. Each party irrevocably agrees that the courts 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 the Contract or its subject matter or formation.