In these conditions, the following words and expressions shall (save where the content otherwise requires) have the following meaning:
“Laser Prototypes”, “we,” “us,” and “our” means Laser Prototypes (Europe) Ltd (LPE), its subsidiaries, affiliates, officers, directors and employees;
“Supplier”, “you” and “your” means the person, firm or company supplying the goods or service to the Purchases according to the purchase order;
“Our purchase order” means the document issued by the Purchaser on the basis of Supplier’s offer to Purchaser’s request for quotation which sets out in detail the Supplier, Goods/Services, delivery date, number of items, the price, terms of payment and any other specifications. It forms the contract together with these Terms and Conditions.
“Goods” and “Services” means the goods and services, respectively, to be provided under our purchase order.
“Force Majeure” shall mean extraordinary events or circumstances beyond the control of the Parties, such as war, strike, riot, crime or act of God, fire, explosion, storm, flood, lighting or earthquake, insurrection, civil commotion or acts or threats of terrorism, which prevent one or both parties from fulfilling their obligations under the contract.
Section captions in these Terms and Conditions are for convenience only and shall not affect the interpretation of these Terms and Conditions.
Any reference in these Conditions to any provision of a statute, legislation or code shall be construed as a reference to threat provision as amended, re-enacted or extended at the relevant time.
2. Offer and Acceptance
Our purchase order constitutes our offer to purchase the goods or services described therein at the price indicated, subject to the terms and conditions set forth below. Your acknowledgement of our purchase order, or your performance in response thereto, shall constitute your acceptance of our offer, and shall create a binding contract subject to these Terms and Conditions. Your acceptance of our offer to purchase is limited to the terms of our purchase order, including these Terms and Conditions. We object to the inclusion of any terms or conditions proposed by you that are different from or additional to the terms and conditions of our purchase order, which includes these Terms and Conditions. Our acceptance of goods or services shall not constitute an assent to any such terms and conditions that you propose. No variation to the Conditions shall be binding unless agreed upon in writing and signed by the authorised representatives of the Parties.
The terms of delivery are specified in the Purchase Order and Time is of the essence for our purchase order. You will give us prompt notice of any circumstance reasonably likely to delay shipment of the goods. Over shipments and early shipments may, at our option, be returned to you at your risk and expense, or may be retained by us.
Delivery terms are agreed in accordance with International Commercial Terms (INCOTERMS), the INCOTERMS 2020 shall apply.
Unless otherwise specified, all goods shall be physically delivered to our plant in accordance with our instructions. Notwithstanding any agreement to pay freight, express or other transportation charges, the risk of loss or damage in transit shall be yours.
The Supplier shall, at all times whilst on Purchaser Premises, observe and conform to and shall instruct all Suppliers’ representatives to comply with all applicable rules and regulations a communicated by the Purchaser to Supplier and shall be liable to Purchaser for any case of non compliance.
All goods are to be suitably packed or otherwise prepared for shipment so as to guaranty safe arrival. Each container must be marked to show order number and delivery address, and itemized delivery notes must accompany each shipment or delivery.
Before dispatching the Goods or completion of the Services, the Supplier shall carefully insect and test them to ensure that they comply with the requirements, set out in the purchase order.
Purchaser shall not be deemed to have accepted any Goods or services until it has had reasonable time to inspect them following delivery or after any latent defect has become apparent.
The signing of a document acknowledging receipt shall not constitute an acceptance of the goods or a waiver of rights by Laser Prototypes.
LPE reserves the right to carry out such testing and inspection work as it deems reasonably necessary to ensure that the Goods supplied conform with the Purchase Order. All costs of testing relating to non -conforming Goods/Services shall be borne by the supplier.
5. Invoice and Payment
Unless stipulated otherwise in the Purchase Order, the Purchaser shall not be required to make any payment whatsoever unless and until the Supplier receives a copy of the Purchase Order signed by or on behalf of the Purchaser and the Supplier has complied fully with its obligations under the Contract. Your invoice shall be emailed to firstname.lastname@example.org immediately after shipment and shall not be dated earlier than the shipping date shown on our purchase order unless so stated. VAT shall be payable by the Purchaser where applicable subject to receipt of valid and accurate VAT invoice.
All invoices must indicate the purchase order number shown on our purchase order and match the amount and description shown on our purchase order.
The price indicated in the purchase order shall be inclusive of all customs and excise and other import duties, any applicable taxes (ither than VAT), duties or levies whatsoever, insurance, packing, crating, delivery or overtime. No extras may be charged by the Supplier except with the prior written agreement od the Purchaser. Pricing of work by the Supplier shall be no higher that the Supplier’s standard basis of pricing a the time the purchase order is raised.
The supplier warrants that all skills and care in accordance with the best practice in the Supplier’s industry, profession or trade shall be used in manufacturing the goods and/or performing the services. The Supplier further warrants that the Goods and/or services shall, for a warranty period of one (1) year from delivery of the goods/rendering the services to the Purchaser (unless otherwise agreed in writing):
- Comply with all statutory requirements;
- Conform to the quality, quantity and description with the particulars stated in the purchase order and/or as represented in any drawing, specification, description, advertisement, proposal, drawing, sample presentation or brochure;
- Be free from effects in design, materials and workmanship;
- In case of performance specifications, be capable of achieving such standards;
- Be in every way fir for the purpose which the Purchaser has made known to the supplier, or if Purchaser does not make any purpose known to the Suppler, for the purpose of r which the goods are normally used;
- Meet the requirements of applicable environmental, safety and other legal standards;
This warranty shall be in addition to any other warranties that you give us.
Purchaser is entitled to cancel our purchase order by notice to you if you breach any obligation thereunder. If we cancel our purchase order without cause, and if the purchase order covers goods that are specially manufactured for us or covers services, we will pay your uncompensated actual costs incurred prior to receipt of our cancellation notice and any costs directly arising from such cancellation. We will make such payment only after you have supplied us with such verification of those costs as we may reasonably request. In no event shall such payment exceed the price specified in our purchase order.
Upon receipt of any cancellation notice, you shall take such steps as may be necessary to minimize the costs of cancellation, including but not limited to any steps that we specifically request.
Except as set forth in this paragraph, we will have no liability to you on account of any cancellation of our purchase order, whether with or without cause.
You will notify us immediately upon discovery that any goods are the subject of a recall, market withdrawal, or correction. The decision whether to recall or take other corrective action with respect to our products or services shall be ours alone. To the extent that any goods that you provide are recalled or withdrawn or contain material that is recalled or withdrawn, whether voluntarily or as required by law, you shall bear all costs and expenses of such recall, market withdrawal or correction, including but not limited to the costs associated with notifying customers, replacing and shipping such goods, and fulfilling obligations to third parties arising from such recall, withdrawal or correction. You will cooperate fully with us in effecting any recall, market withdrawal, or correction, and communicating with regulatory authorities, customers, users, and the media.
9. Free Issue Materials/Tooling
Unless otherwise expressly stated on our purchase order, title to all models, molds, dies, tooling, jigs, and special fixtures provided by or paid for by us are our property, and you shall deliver all such materials to us on demand. All such materials must be maintained in good condition, adequately insured for our protection, and used only for work ordered or authorized by us in writing.
Except, where prior written agreement has been obtained from us, no part of the Supplier’s obligations shall be sub-contracted. In any event, Supplier shall be liable vis-a vis Purchaser for acts and omission of his sub-suppliers as for its own fault or negligence.
11. Hazardous Materials
The supplier shall give reasonable prior written notice before the delivery if any of the Goods present a hazard to the health and/or safety of persons, property and/or the environment and shall mark such Goods with the relevant international danger symbols and ensure that all Goods include a description of the materials in English with full details of all precautions to be taken by the Purchaser on the delivery of the Goods and their subsequent use, storage, handling and disposal.
12. Certificates of Origin
Providing a certificate of origin for all goods is a material part of your obligations. We may withhold payment or terminate our purchase order if you fail to provide a certificate of origin at least annually and coincident with any change of the point of origin of any goods.
13. Conflict Materials
Supplier acknowledges there is a regulatory focus on use of tin, tungsten, tantalum and gold, also referred to as “3TG”, that is sourced from areas identified as conflict- affected countries or regions, including the Democratic Republic of the Congo or its adjoining countries. “Conflict Minerals” hereinafter refers to 3TG sourced from conflict-affected regions or any other material designated under applicable laws, rules and regulations, including, without limitation, Section 1502 of the United States, Dodd-Frank Wall Street Reform and Customer Protection Act of 2010, as may be amended from time to time.
Supplier represents and warrants: (i) that is has policies and procedures in place to determine whether materials are free from Conflict Minerals; and (ii) that no Conflict Minerals are present in any material supplied to Laser Prototypes.
Supplier further represents and warrants that it has established its policies and a due diligence process in conformance with the framework set forth under the Organization for Economic Cooperation and Development (OECD). Supplier agrees, at any time upon Laser Prototypes’ reasonable request, to (i) certify in writing Supplier’s compliance with this Section; (ii) report the use of 3TG in its products; (iii) provide Laser Prototypes’ information regarding the source of any 3TG (i.e., smelter information); and (iv) cause its sub-suppliers of every tier to provide Supplier and Laser Prototypes with information and cooperation to meet the requirements of the foregoing. Supplier agrees to notify Laser Prototypes promptly upon discovering or having reason to believe that any materials fail to comply with the representations and warranties set forth in this Section.
14. AS9100 SUPPLIER TERMS
We require that products provided by the supplier are correct and free of defect per the supplied Purchase Order You must contact us in the event of nonconforming product/material. Arrangement for the approval of nonconforming product/material must be as directed by us. We expect timely and effective corrective actions to any non conformances identified.
ii) ON TIME DELIVERY
Supplier should provide 100% on time delivery. If the agreed upon delivery time cannot be met, we must be notified in advance.
iii) FOREIGN OBJECT DEBRIS/DAMAGE (FOD) PREVENTION
Seller shall maintain a FOD prevention Program. FOD program shall include the review of manufacturing process to identify and eliminate FOD entrapment areas through which foreign objects can migrate. Seller shall ensure work is accomplished in a manner to prevent FOD in deliverable items. Seller shall maintain work areas in a manner sufficient to preclude the risk of FOD incidents. Seller shall investigate each FOD incident and ensure elimination of its root cause.
iv) PREVENTION OF COUNTERFEIT PARTS
Supplier shall plan, implement, and control their process for the prevention of counterfeit or suspect counterfeit parts from use or inclusion into the product in accordance with AS9100/AS9110/AS9120 clause 8.1.4 (Prevention of Counterfeit Parts)
v) PREVENTION OF SUSPECTED UNAPPROVED PARTS
Supplier shall plan, implement, and control a process that identifies and prevents the release of unapproved and suspected unapproved parts or inclusion into the product in accordance with AS9100/AS9110/AS9120 clause 8.1.5 (Prevention of Suspected Unapproved Parts)
vi) RECORD RETENTION
Supplier shall retain all Records including disposition requirements associated with the Purchase Order as required by contract for a minimum period of 10 years and the records to be deliverable to us within 48 hours after request.
Supplier shall notify us of changes in product and/or process, changes of suppliers, and changes of manufacturing facility locations within 24 hours.
15. Data Privacy
The supplier shall take all necessary steps to ensure that data or information belonging to the purchaser which comes into its control shall be processed in strict accordance with the General Data protection Regulation (EU) 2016/679 (“GDPR”) together with any national implementing laws, regulations and secondary legislation as amended or updated from time to time, and any other data privacy laws applicable in the country of the supplier.
As used herein, “Confidential Information” means any information that you acquire from us regarding our present or future products, processes, business practices, customers, assets or other matters, whether or not such information is designated or marked as confidential, excluding any information that is publicly available when provided or thereafter becomes publicly available other than by reason of your breach of this paragraph. You will (i) hold all Confidential Information in the strictest confidence, (ii) not use any Confidential Information other than for the performance of our purchase order, (iii) not release or disclose Confidential Information to any other party at any time, except your employees and contractors requiring such material or information for the performance of our purchase order, (iv) use your best efforts to prevent your employees, your contractors, and your contractors’ employees from using or disclosing Confidential Information to any party except as permitted by this paragraph, and (v) return all Confidential Information to us upon our request following completion or termination of our purchase order. You will be responsible for any breach of the restrictions contained in these Terms and Conditions by your employees. The provisions of this paragraph shall survive performance or termination of our purchase order.
The Supplier warrants and undertakes to Purchases that:
i) The Supplier has and will maintain in place a robust anti-bribery and corruption policy;
ii) The Supplier will, and will take reasonable steps to procure that the Supplier’s Representatives will comply with all applicable anti-bribery and corruption las and regulations;
iii)The Supplier has not taken and is not aware of any Supply Representatives taking any action in furtherance of an offer, payment, promise to pay or authorisation of the payment or giving of anything of value (an “Advantage”) to any person in the knowledge that all or any part of the relevant Advantage will be offered, given or promised to anyone to improperly influence official action, to obtain ore retain business or otherwise to secure any improper advantage;
iv) The supplier will notify Purchaser as soon as reasonably practicable after becoming aware of any breach of the warranties or undertakings mentioned above; and
v) If Purchaser reasonably believes that a breach of any of the warranties or undertakings under these Terms and Conditions has occurred or if reasonably likely to occur. Purchaser may terminate this agreement with immediate effect by written notice to the Supplier.
You will indemnify us and hold us harmless from any loss, cost, damage or expense, including attorneys’ fees, arising from any breach of the representations and warranties set forth in this Agreement, including any claim of death or injury to persons or damage to property arising out of, or attributable to, the goods or services, including without limitation, defects in design, materials or manufacture, except to the extent that such loss, cost, damage or expense results solely from our negligence.
You will maintain such insurance as we reasonably request. Whether or not we request any particular insurance coverage, you will maintain insurance with insurers that you believe to be responsible and reputable in such amounts and against such risks as is usually carried by companies engaged in similar business and owning similar properties in the same general areas in which you operate. You will provide us with such certificates and other evidence of such insurance as we may reasonably request.
You warrant that the goods that you furnish to us do not and will not infringe any valid United Kingdom or foreign patent, trademark, copyright, or other proprietary right, except to the extent that such infringement necessarily arises from specifications that we provide to you.
21. Compliance with Law
You represent and warrant that all goods comply with all applicable laws, statutes, rules, regulations, or orders of the United Kingdom government or European Union.
Each party shall perform its obligations hereunder in compliance with all applicable laws, regulations, and other legal requirements, including but not limited to, laws or regulations related to banned or restricted substances, such as REACH, RoHS, WEEE, etc. Supplier shall maintain records of such compliance in accordance with the law and shall provide any documentation as reasonably requested.
22. Governing law, jurisdiction
If any provision of these Conditions shall be held invalid or unenforceable by any judicial determination, the remaining provisions of the Conditions shall continue to be in full force and effect and the Parties shall use their reasonable endeavours to negotiate a substitute provision for the provision held to be invalid or unenforceable to reflect its purpose or intent (as closely as possible).
No modification or waiver of any term of this contract shall be binding upon us unless in writing and signed by us.
These terms and Conditions shall be governed by and construed inn accordance with the laws of Northern Ireland. Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of in connection to these Terms and Conditions and our purchase order and any proceeding shall be conducted in English.