October 2018 SJC Hutchinson (Engineering) Limited

1 DEFINITIONS

1.1“Order” means the purchase order placed by SJC Hutchinson (Engineering) Limited (hereinafter “the Company”) for the supply of Goods appearing on the purchase order.

1.2 “Supplier” means the firm, company or person, to whom the Order is addressed.

1.3 “Goods” means the articles or other items described in the Order.

2 CONFIRMATION OF ORDER

2.1 All Orders must be confirmed within ten (10) days of the purchase order date by emailing the buyer who raised the purchase order. If Supplier fails to acknowledge receipt of any Order, or objects in writing to any terms and conditions of an Order within such ten (10) day period the Company shall deem that Supplier has accepted such Order(s).

2.2 This Order may lapse at the Company’s option unless unconditionally accepted by Supplier within fourteen (14) days of its date.

2.3 No variation to this Order or these conditions shall be binding unless agreed by the authorised representative of the Company. This will require the Order to be modified and the changes confirmed by Supplier.

3 PAYMENT

3.1 The prices shown in this Order are fixed and firm for the duration of the delivery schedule except where amended by the Company’s purchase order amendment, confirmed by the Company’s duly authorised representative and accepted by Supplier. Prices are exclusive of any applicable Value Added Tax, and unless otherwise agreed but inclusive of all other levies, duties, taxes, charges and expenses (including packaging, carriage and insurance).

3.2 Supplier shall be entitled to invoice the Company on or at any time after delivery of the Goods. Each invoice shall state clearly the Order number, quantity, Company part number and Supplier’s name. Invoices not in accordance with these requirements will be rejected and returned to Supplier. Any Goods delivered in advance of the agreed delivery dates may not be invoiced by Supplier until the scheduled date of that delivery.

3.3 Payment shall be made a minimum of sixty (60) days from the end of the month of receipt of invoice from Supplier, unless otherwise agreed between the Company and Supplier.

3.4 Without prejudice to any other right or remedy or at law, the Company reserve the right to set off any amount owing to it at any time by Supplier, whether under these Terms and Conditions or any other agreement which may exist from time to time between the Company and Supplier, against any amount payable by Supplier to the Company under these Terms and Conditions.

4 QUALITY AND INSPECTION

The Goods shall: 4.1 Conform as to quality, quantity and description with the particulars stated in the Order. This includes the part/material specification revision as stated on the Order unless otherwise agreed with an authorised representative of the Company.

4.2 Be merchantable, be of good workmanship and be free from defects.

4.3 Be equal in all respects to the samples and/or specifications (if any) provided or given by either party to the other.

4.4 Be subject to all the Company Quality Assurance procedures where the Company purchase specifications so requires, and Supplier shall accept any reasonable request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of Supplier or any third party prior to despatch and Supplier shall provide the Company with all facilities reasonably required for those activities.

4.5 Shall be subject to final inspection and acceptance upon receipt by the Company. If as a result of inspection or testing the Company is not satisfied that the Goods will comply with the requirements of the Order, the Company may notify Supplier and Supplier shall take such steps as are necessary to ensure compliance. Such inspection or testing shall be without prejudice to the Company’s right to reject the Goods under theseTerms and Conditions.

4.6 Where the Company has rejected the Goods, it shall notify Supplier in writing. Unless Supplier confirms within ten (10) days of such notification that the rejected Goods should be returned at Supplier’s risk and expense, the Company shall be free to dispose of them.

4.7 Supplier will replace any rejected Goods free of charge. If Supplier fails to do this, then Supplier will pay all reasonable costs, travel charges and/or repair charges incurred by the Company in rectifying any faults in the Goods.

4.8 The Goods shall be marked and properly packed and secured in accordance with the Company’s written instructions.

4.9 If at any time after receipt the Company establishes that all or any part of the Goods supplied does not comply with all the requirements of these terms and conditions then the Company may (without limitation) reject the Goods supplied, return it to Supplier and require a replacement or rectification, and in each case recover its loss, costs and expenses from Supplier.

4.10 All records are to be held for a minimum of seven (7) years from Order date unless otherwise agreed with SJC Hutchinson (Engineering) Ltd. Records stored by Supplier shall be protected in such a way that they remain legible, readily identifiable and retrievable within 48 hours at the request of the Company.

5 DELIVERY

5.1 The Goods shall be delivered in the quantities, to the place specified in the Order on the delivery date or within the period stated in the Order or otherwise agreed with the Company and the Company shall not be obliged to accept any incomplete delivery or any Goods in excess of the amounts ordered.

5.2 Time for provision of the Goods shall be of the essence. Supplier shall notify the Company if any delivery or performance is likely to be delayed beyond the specified date. Failure by Supplier to notify any likely delay shall entitle the Company to terminate without liability all or part of the Order and/or to compensation for any losses resulting from such failure and delay. Supplier shall be liable for all reasonable additional costs, claims, demands and expenses howsoever incurred by the Company arising from any failure by Supplier to deliver the Goods or perform the service on schedule. If any delay so notified does or is likely to exceed 30 days, the Company shall be entitled to terminate without liability, all or part of the Order.

5.3 Neither Supplier nor the Company shall be liable to the other or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing or any failure to perform any of its obligations in relation to the Goods if the delay or failure was beyond either’s reasonable control.

5.4 No Goods must be delivered more than one week before the due date without the prior written consent of the Company. Failure to comply with this may result in total rejection and any additional processing costs charged to Supplier’s account.

5.5 In addition to any other right the Company may have under these Terms and Conditions or any other contract between the Company and Supplier, the Company shall be entitled to postpone the date of delivery for whatever period the Company think fit upon giving notice in writing or electronically to Supplier.

5.6 A packing note quoting the Order number, the Company’s part number and the quantity must accompany each delivery or consignment of Goods, together with any relevant certificate of conformity.

5.7 The Company shall be entitled to reject any Goods which are not in accordance with the Order or which breach any of these terms and conditions.

5.8 All Goods are to be delivered “carriage paid” to the address stated on the Order or such other address as the Company may stipulate unless otherwise agreed. For aerospace product Orders the carriage terms shall be “Delivered At Place” (DAP), Incoterms 2010.

6 TITLE

The title in the Goods shall pass to the Company upon delivery unless payment for the Goods is made prior to delivery in which case it shall pass to the Company once payment has been made in whole or in part. For Goods supplied on a consignment basis, title will pass to the Company once the Goods have been issued from the consignment store.

7 WARRANTY

7.1 Supplier expressly warrants that all Goods supplied will conform to the specifications as listed against the applicable Orders. This warranty shall remain in full force and effect for an unlimited period of time.

7.2 If within the warranty period after delivery of the Goods the Company gives notice in writing to Supplier of any defect in the Goods which shall arise under proper use, or if any other non-conformity with these Terms and Conditions, then Supplier shall, with all the possible speed repair, or at the Company’s request replace the Goods so as to remedy defects without cost to the Company.

7.3 In the event that Supplier does not fully rectify the defects in order to meet the Company’s delivery schedule, the Company may, at its option, make, or have a third party make all the corrections to the Goods to enable the Goods to comply with the warranty and recover the cost of these from Supplier. The warranty shall apply to corrections made by the Company or third party as if these were performed by Supplier.

7.4 Notwithstanding the aforesaid if a substantial proportion of the Goods are defective, the Company, without prejudice or any other rights and remedies may cancel the Order, and reject any or all Goods already delivered and Supplier shall thereupon repay to the Company any sum already paid in respect of Goods so rejected or not then delivered.

7.5 Supplier will with all possible speed repair or replace, free of charge, Goods damaged or lost by Supplier within reasonable time.

7.6 Supplier guarantees the availability of such spares which are proprietary in his equipment for a period of seven (7) years. Should such equipment become obsolescent during the time, the Company is to be advised so as to secure such supplies as the Company considers advisable to maintain the equipment.

8 ASSIGNMENT

Supplier shall not transfer this Order or any of its rights, liabilities or obligations, nor shall Supplier sub-contract any of its obligations under it, whether in whole or in part, without first obtaining the Company’s prior written consent. Such consent, if granted shall not release Supplier from any of its obligations and liabilities which may exist under this Order from time to time.

9 TOOLING

All tools, moulds, parts, materials supplied or paid for by the Company, shall be referred to in this clause as “Tools”. 9.1 Tools shall be the property of the Company and shall be used solely for the purpose of theseTerms and Conditions unless specific written permission has been received from the Company.

9.2 Any Goods, materials, patterns, tooling, gauging or other equipment, which the Company provides to Supplier, are to be insured by Supplier in the full value thereof against fire or any other damage occurring or against theft while in the custody of Supplier. Supplier must, if requested by the Company, provide proof of such insurance policy.

9.3 If any tool requires repair, renewal or replacement (whether due to Supplier’s negligence or not), Supplier will notify the Company, immediately so that future supplies may be safeguarded.

9.4 Supplier must at his expense, promptly and satisfactorily repair or replace all tools lost or damaged or at the Company’s request pay for or replacement by the Company. Supplier will insure in the joint name of the Company and himself against loss and damage of these tools.

9.5 Supplier must return all tools on request to the Company at any time after the contract date for the delivery of the Goods or upon request at any time during a contract by written request.

9.6 No tool which is the property of the Company shall be disposed of without prior written consent from the Company.

10 NON-DISCLOUSURE OBLIGATIONS

10.1 If requested by the Company, Supplier shall sign a non-disclosure agreement with and satisfactory to SJC Hutchinson (Engineering) Ltd. within thirty (30) days of the Company’s request to Supplier.

10.2 All technical information, advise, know-how, drawings, designs, specifications and other things communicated or supplied by the Company, or confidential, shall remain the property of the Company, and shall not, without the Company’s express and written consent be disclosed or shown to a third party and shall be used solely for the purpose of this contract. This Order shall be treated as confidential and shall not be disclosed to any third party, without the written consent of the Company.

11 CONSIGNED STOCK

11.1 All Goods held as consigned stock will be accounted for in a procedure to be agreed between the Company and Supplier. The Goods held on a consignment basis will be securely stored within suitable premises that are controlled by the Company and agreed by Supplier.

11.2 All consigned Goods will be held in a separate store location from that of other stock, and will be insured to full PO value by the Company. Supplier will retain title to the consigned Goods until such Goods or portion of Goods is issued from the consignment store.

12 GENERAL

12.1 These Terms and Conditions are in addition to any separate Supplier Agreement entered into by the parties and in the event of any conflict the terms of Supplier Agreement shall prevail.

12.2 Any forecasts of requirements which may be given by the Company to Supplier will be given in good faith, but are for information purposes only. The forecast should not be considered an Order and any advance manufacture or procurement shall be at Supplier’s sole risk.

13 TERMINATION

13.1 The Company shall be entitled to terminate the Order in respect of all or any of the Goods by giving written notice to Supplier at any time. The Company’s sole liability in any such case shall be the value of Supplier’s work in progress calculated in accordance with the then current firm delivery schedules, but not exceeding three months in total, less the value of all materials retained by Supplier.

13.2 The Company shall be entitled to terminate the Order without liability by giving written notice to Supplier at any time if Supplier ceases or threatens to cease to carry on business, or has a receiver appointed, becomes subject to an administrative order or goes into liquidation (other than for the purpose of amalgamation or reconstruction) or makes any voluntary arrangement with its creditors or the Company has reasonable grounds for believing that any of these events is about to occur in relation to Supplier.

13.3 The Company shall be entitled to terminate the Order without liability by giving written notice to Supplier at any time if Supplier either refuses or fails to deliver the Goods strictly in accordance with either the terms of the Order or any delivery schedules, or is in breach of any material provisions of the Order.

14. ETHICS

14.1 Supplier undertakes that its directors, employees, agents, representatives, contractors or sub-contractors, and any other persons acting on its behalf will not;

(a) give, agree or promise any financial or other advantage to or for the benefit of any person for the purpose of influencing or rewarding any act or decision of any representatives of the Company in relation to the award or negotiation of these Terms and Conditions or in relation to the issue of any Order; or (b) engage in any other activity, practice or conduct which would constitute an offence under any Ethical Legislation.

14.2 Supplier will have in place adequate procedures designed to prevent any person working or engaged by Supplier or any other third party in any way connected to the Order, from engaging in any activity, practice or conduct which would infringe Ethical Legislation.

15. LAWS

This Order shall be governed by and interpreted in accordance with English law. The parties hereby irrevocably agree to submit any action, suit or proceeding arising out of, or connected with, this Order to the appropriate courts within Northern Ireland, which shall have the exclusive jurisdiction to adjudicate any such action, suit or proceeding. The parties hereto expressly exclude the application of the United Nation Convention of the Sale of Goods to this Order.

16. MISCELLANEOUS

16.1 Failure by the Company to enforce a provision, or right, or recourse herein shall not constitute a waiver of such provision, right or recourse.

16.2 Supplier shall not publicise the existence of the Order or the provisions therein without the Company’s prior written consent.