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(a) "Buyer" means Ultima Forma Limited,
(b) "Contract" means the Order and these terms and conditions between the Buyer and the Supplier for the supply and acquisition of the Services and/or the Goods,
(c) "Goods" means goods described in the Order or otherwise supplied in connection with the Services, including, without limitation, the Software and the Media;
(d) "Material" means all and any drawings, specifications (including the Specifications) and other information and materials, including without limitation, software and media of the Buyer relating to
the Contract;
(e) "Media” means media on which the Software is recorded and provided to the Buyer by the Supplier;
(f) "Order” means the written purchase order placed by the Buyer for the performance of the Services and/or the supply of the Goods;
(g) "Services" means the services described in the Order;
(h) "Software" means the software specified in the Order or which otherwise forms part of the Goods;
(i) "Specifications" means the technical or other requirements (if any) for the Services and/or the Goods contained or referred to in the Order;
(j) "Supplier" means the person, firm or company with whom the Order is placed by the Buyer.
2.1 Without prejudice to any other rights the Buyer may have, the Supplier warrants to the Buyer that:
(a) the Goods will:
(i) conform as to the quantity, quality and description with the particulars stated in the Contract;
(ii) (without prejudice to condition 2.1 (a) (i) above) be of satisfactory quality and fit for the purpose held out by the Supplier or made known to it either expressly or by implication by the Buyer;
(iii) comply in all respect with the relevant Specifications;
(iv) be capable of any standard of performance specified in the Contract;
(v) comply with all
statutory requirements and regulations relating to the manufacture and sale of the Goods at the time when the same are supplied; and
(vi) be to the reasonable satisfaction of the Buyer.
(b) the Services will be performed:
(i) in compliance with the Specifications and the Buyer’s Health and Safety at Work policy (a copy of which is available upon request);
(ii) in compliance with all the statutory requirements and regulations relating to the performance of the Services at the time of performance;
(iii) by appropriately qualified and trained personnel;
(iv) with all due care and diligence and to the highest standard of quality prevailing in the industry at the time of performance; and
(v) to the reasonable satisfaction of the Buyer.
2.2 Quality Management System
The Supplier shall maintain an effective Quality Management System appropriate to the products or services being supplied. The Buyer reserves the right to verify the effectiveness of the Supplier’s
Quality Management system.
2.3 Notification of Changes
The Supplier shall notify the Buyer in writing and obtain approval prior to any changes involving:
I. Product or process definition
II. Manufacturing methods
III. Materials
IV. Special processes
V. Manufacturing location
VI. Sub – tier suppliers
VII. Quality Management System certification status.
3.1 The Goods shall be delivered and the Services shall be performed by the Supplier at the time or within the period specified in the Contract and delivered to or performed for the Buyer at the
address set out at the head of the Order or at such other destination as may be specified in the Contract and in the manner specified in the Contract. The Supplier shall supply the Buyer in good time
with any instructions and other information required to enable the Buyer to accept delivery of the Goods and the performance of the Services. The time of performance of the Services and delivery of
the Goods shall be of the essence of the Contract. If the Goods are to be delivered and/or the Services are to be performed by instalments, the Contract shall be treated as a single Contract and not
severable. The Goods shall be properly packed and secured in such manner as to reach their destination in good condition having regard to the nature of the Goods and the other circumstances of the
case. The Supplier shall retain documented information as required by the Buyer, including specified retention periods and disposition requirements.
3.2 The Supplier shall allow the Organisation and/or its customer reasonable access to its premises and documentation for verification or validation activities related to goods or services supplied,
upon prior notice. Such activities do not relieve the Supplier of its obligation to meet all agreed specifications and contractual requirements.
3.3 The Buyer reserves the right to perform verification, inspection, validation, or audit activities at the Supplier’s premises and throughout the supply chain. Verification by the Buyer does not relieve
the Supplier of responsibility for product conformity. Goods may be subject to receiving inspection upon delivery.
4.1 The Material shall be treated by the Supplier as strictly confidential and the Supplier shall not (and shall procure that its officers, employees and contractors shall not) at any time disclose the
Material or any of it to any third party, or make any use of any of it (otherwise than to perform its obligations hereunder), without the Buyer's prior written consent provided that the obligations of
this condition shall not extend to any information which is or becomes generally available to the public other than as a result of breach by the Supplier of its obligations hereunder or of any other duty
of confidence. The Supplier shall be liable for the acts or omissions of its officers, employees and contractors under this clause 4.1 as if they were the acts or omissions of the Supplier.
4.2 At the Buyer's request, which it may make at any time, the Supplier shall promptly return the Material (together with all copies thereof and any other documents in its possession or control which
contain any Material) to the Buyer.
4.3 The Material, together with all intellectual property rights of whatever nature subsisting therein or relating thereto or which the Buyer permits the Supplier to use for the purposes of performance
of the Services and/or supply of the Goods shall (as between the Buyer and the Supplier) remain the Buyer's property at all times and shall be used only for the purpose of performing the Services for
the Buyer and supplying the Goods to the Buyer.
4.4 The Buyer shall own absolutely, and the Supplier hereby assigns to the Buyer with full title guarantee free from encumbrances and licenses, and for no additional remuneration, all the right title
and interest in and to all the intellectual property rights throughout the world subsisting in or relating to Goods created specifically for the Buyer in so far as they are designed created or otherwise
developed by or for the Supplier pursuant to the Contract (including, without limitation patents, copyright, design rights, registered designs, trademarks, service marks and know-how) ("Intellectual
Property Rights")
4.5 The Supplier shall at the Buyer's request from time to time (and notwithstanding the termination of the Contract) sign and execute and procure the signature and execution of all such documents
and do all such acts and things and provide such information and assistance as the Buyer may reasonably require for the purposes of obtaining or confirming to the Buyer all rights in and full title to
the Intellectual Property Rights or any of them, and for the purpose of asserting protections or defending any of them.
4.6 The Supplier shall not incorporate or include in the Services or Goods any thing or material whose use requires the consent or licence of a third party, without the written consent of the Buyer.
Where such consent is given, and without prejudice to condition 4.4, the Supplier shall procure that it obtains all consents or licences necessary from third parties in writing to use any intellectual
property rights owned by a third party in connection with the performance of the Services and the supply and use by the Buyer or those claiming through the Buyer of the Goods or any of them as
they may see fit anywhere in the world. The Supplier shall provide the original of all such consents
to the Buyer upon delivery of the Goods (or relevant part of them).
5.1 Risk of damage to or loss of the Goods shall pass to the Buyer on delivery to the Buyer in accordance with this Contract.
5.2 The property in the Goods shall pass to the Buyer at the latest on the date of notification by the Supplier that the Goods are due and ready for delivery but without prejudice to:
(a) the passing of property at an earlier time under any statute or rule of law;
(b) any right of rejection which may accrue to the Buyer under these conditions or otherwise.
5.3 Products shall be packaged, preserved, handled, and transported in a manner that prevents damage, deterioration, or contamination. Shelf – life controlled items shall be clearly identified with
expiry information where applicable.
5.4 The Supplier shall deliver Goods and Services in accordance with the agreed delivery schedule. The Supplier shall notify the Buyer immediately of any anticipated delays.
5.5 Unless otherwise specified, quality records associated with this Order shall be retained for a minimum of 10 years. Records shall not be destroyed without prior approval from the Buyer.
6.1 Without prejudice to any other of its rights, the Buyer may by notice in writing to the Supplier reject all or any of the Goods if the Supplier fails to comply with any of its obligations under this
Contract.
6.2 The Buyer shall not be deemed to have accepted the Goods until the Buyer has had reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect
in the Goods has become apparent.
6.3 If the Buyer notifies the Supplier that it rejects the Goods it shall specify in such notice the reasons therefor and the Supplier shall, at the Buyer's option:
(a) at the Supplier's expense re-perform such of the Services as may be necessary in order to supply replacement Goods which are in all respects in accordance with the Contract and supply
replacement Goods to the Buyer and credit the Buyer with the price of the Goods which have been rejected and the price of the Services which were performed in connection with the creation of such
Goods; and
(b) reimburse all freight and handling costs reasonably incurred by the Buyer and/or for which it may be liable in respect of such Goods.
6.4 Product Conformity: All Goods and Services supplied shall fully comply with Order requirements. No deviations, concessions, substitution, or nonconforming Goods or Services shall be supplied without prior written approval from the Buyer.
7.1 The price of or rates specified on the Order for the performance of the Services and/or supply of the Goods shall be fixed and shall be exclusive of VAT and inclusive of all disbursements and costs
of performance including, without limitations costs of obtaining any licences and consents from any third parties in accordance with condition 4.4 and condition 4.6.
7.2 Payment shall be made after performance of the Services and/or supply of the Goods within the period specified in the Contract and payment shall only be made on production of a VAT invoice
together with a copy of the relevant purchase order attached.
8.1 The Buyer may terminate the Contract forthwith at any time by notice in writing and the Buyer shall pay the Supplier a fair and reasonable price for Services performed and Goods supplied up to
the date of termination.
8.2 The Buyer may terminate the Contract by notice in writing with immediate effect without compensation to the Supplier if:
(a) the Supplier commits a breach of the Contract which is not capable of remedy or, if capable of remedy, is not remedied within 14 days (or such shorter period as the Buyer may impose upon the
Seller taking into account the nature of the breach and the Buyer’s commitments) of a notice from the Buyer specifying the breach and requesting it to be remedied; or
(b) the Supplier, being an individual (or when the Supplier is a firm any partner in the firm) shall at any time become apparently insolvent, or shall have a receiving order or administration order made
against him or shall make any composition or arrangement with or for the benefit of his creditors or if, the Supplier being a company, a meeting is convened or resolution passed or a petition is
presented to wind up the Supplier or if a receiver, administrative receiver or administrator or similar official is appointed of the whole or any part of the assets or undertaking of the Supplier; or
(c) any of the employees of the Supplier which the Buyer specifies at the time of placing the Order are key employees for the purposes of the performance of the Services or production of the Goods
cease to be employed by the Supplier; or
(d) without prejudice to condition 8.2(a), the Supplier breaches its obligations pursuant to condition 2.1, 11 or 12.
8.3 The exercise of any of the rights granted to the Buyer under this condition 8 hereof shall not prejudice or affect any right of action or remedy which may have already accrued or may accrue
thereafter to the Buyer.
9.1 Without prejudice to any other remedies of the Buyer, the Supplier undertakes that it shall forthwith upon a request from the Buyer so to do:
(a) re-perform any Services found to have been performed defectively within 12 months of the date of performance; and
(b) replace or (at the Buyer's option) repair all Goods which are or become defective during the period of 12 months from the date of delivery where the defect occurs under proper usage and is due
to defective performance of the Services or to faulty design or inadequate or faulty materials or workmanship, the Supplier's erroneous instructions as to use, erroneous data or any breach by the
Supplier of any provision of the Contract.
9.2 The Buyer may treat the Contract as discharged by the Supplier's breach (which includes any failure of the Services and/or Goods to meet the Contract requirements following re-performance
and/or delivery of replacement
Goods) and to require the repayment of any part of the price which has been paid.
9.3 The Supplier represents, warrants and undertakes that it conducts its business in a manner that is consistent with all applicable laws, statutes and regulations, including but not limited to those set
out in conditions 11 and 12.
9.4 The Supplier shall prevent the use of counterfeit of suspect counterfeit parts and materials. The Supplier shall ensure traceability of materials and components to the original manufacturer where
applicable.
9.5 Right of Access: The Supplier shall grant right of access to the Buyer, its customers, and applicable regulatory authorities to relevant facilities, records and applicable areas of the supply chain for
the purposes of audit, inspection, or verification.
9.6 Special Processes: Special processes shall only be performed by approved sources where required. The Supplier shall maintain objective evidence of process qualification and operator competency.
10.1 The Supplier shall indemnify the Buyer and keep the Buyer fully and effectively indemnified from and against all actions, suits, claims, demands, liabilities, costs, charges, damage, losses and
expenses (including without limitation relating to public and product liability) suffered or incurred by the Buyer and/or for which it may be liable to any third party due to, arising from or in connection
with:
(a) the negligent or wilful acts or omissions of the Supplier, its servants, agents or contractors in supplying, delivering and/or installing the Goods and/or performing the Services:
(b) the breach of any provision of the Contract by the Supplier:
(c) any infringement or alleged infringement anywhere in the world of any patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right or any misuse
or alleged misuse of any confidential information in respect of any of the Goods or Services or their use by the Buyer or any person claiming through the Buyer unless such infringement has occurred
directly as a result of any specification supplied by the Buyer.
11.1 The Supplier shall:
(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure
compliance with the Relevant Requirements and condition 11.1(b), and will enforce them where appropriate;
(d) promptly report to the Buyer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract;
(e) if requested to do so by the Buyer, certify to the Buyer in writing signed by an officer of the Supplier, compliance with this condition 11 by the Supplier and all persons associated with it under
condition 11.2. The Supplier shall provide such supporting evidence of compliance as the Buyer may reasonably request.
11.2 The Supplier shall ensure that any person associated with the Supplier who is providing the Goods or performing the Services in connection with the Contract does so only on the basis of a
written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this condition 11 (“Relevant Terms”). The Supplier shall be responsible for the
observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Buyer for any breach by such persons of any of the Relevant Terms.
11.3 For the purpose of this condition 11, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the
Bribery Act 2010 (and any guidance issued under section 9 of that Act), and section 8 of that Act respectively. For the purposes of this condition 11 a person associated with the Supplier includes but is
not limited to any subcontractor of the Supplier.
12.1 The Supplier shall, and shall procure that each of its subcontractors shall:
(a) comply with all applicable laws, statutes and regulations relating to slavery and human trafficking, including, but not limited to, the Modern Slavery Act 2015 (“Slavery Laws”);
(b) provide all reasonable assistance to the Buyer to enable the Buyer to demonstrate that it complies with its obligations under Slavery Laws;
(c) permit the Buyer (at the Buyer’s option) to conduct periodic audits of the Supplier for the purposes of demonstrating compliance with Slavery Laws;
(d) notify the Buyer as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Contract; and
(e) implement due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains to ensure that there is no slavery or human trafficking in its supply chains.
13.1 The Supplier acknowledges and undertakes that it shall not carry out any work for or on behalf of, or in any way assist, or be involved with any competitor of the Buyer during the term of the
Contract or otherwise when engaged with or on behalf of the Buyer.
13.2 The Supplier shall not without the Buyer's prior written consent assign or transfer the Contract or any of its rights or obligations thereunder to any other person, firm or company. The Supplier
shall promptly notify the Buyer of any proposed changes to processes, products, or services, including changes to its external providers or the location of manufacture, and shall obtain the Buyer’s
prior written approval before implementing such changes. The Supplier shall also ensure that all applicable requirements, including those specified by the Buyer and its customers, are flowed down to
its external providers.
13.3 The Buyer shall not be liable to the Seller or be deemed to be in breach of contract by reason of any delay in performance or any failure to perform any of its obligations in relation to the Services
and Goods, if the delay of failure was beyond its reasonable control. If the cause of such suspension shall continue for more than one month, either party shall have the right to terminate the Contract
upon giving not less than seven days ’ prior written notice to the other and the only liability of the Buyer shall be to pay the Supplier for Services performed and goods delivered prior to the date of
such suspension.
13.4 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in
accordance with the laws of England. The parties irrevocably agree that the English Courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this
Contract or its subject matter or formation (including noncontractual
disputes or claims).
13.5 Notice given under or pursuant to the Contract may be sent by hand or by post or by registered post or by recorded delivery services or transmitted by fax and if so sent transmitted to the
address of the other party stated on the Order or to such other address as the party may by notice to the other have substituted therefor, shall be deemed effectively given on the day when in the
ordinary course of business it would first be received by the addressee in normal business hours.
13.6 No failure or delay by the Buyer to exercise any of the rights under these conditions shall operate as a waiver thereof and shall in no way affect the Buyer's right to enforce such provision later.
13.7 Should any of the provisions of the Contract be void or voidable the existence or consideration thereof shall not prejudice the enforceability of the remaining provisions hereof.
13.8 The Contract applies to the supply of the Services and/or the Goods to the exclusion of all other terms and conditions. Any other terms and conditions which the Customer purports to apply
(including in any purchase order and/or confirmation of order) will not form part of the Contract.
13.9 The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all earlier agreements, arrangements and understandings with the exception of
any existing non-disclosure agreement (NDA) between the parties. If there is any conflict between the provisions of the Contract and an NDA, the relevant provisions of the Contract shall be
superseded.
13.10 If there is any conflict between these General Conditions, the Quotation and the Special Conditions (if any), the Quotation will prevail over the Special Conditions and the Special Conditions will
prevail over these General Conditions.
14.1 The Supplier shall ensure that all externally provided processes Goods and Services conform to the requirements specified within this Order, associated drawings, specifications, and contractual
documents. The Supplier shall be responsible for ensuring conformity of all Goods and Services, including those provided by sub – tier suppliers. Only Buyer-approved or designated sources shall be
used where specified.
14.2 Technical Documentation & Revision Control: The Supplier shall use only the latest revision of drawings specifications, standards, and technical documentation reference in this Order.
14.3 Flow down Requirements: The Supplier shall flow down all applicable Orders, technical, quality, statutory, regulatory, and customer – specific requirements to all sub – tier suppliers and
subcontractors.
14.4 Counterfeit Parts Prevention: The Supplier shall prevent the use of counterfeit or suspect counterfeit arts and materials. The Supplier shall ensure traceability of materials and components to the
original manufacturer where applicable.
14.5 Traceability: The Supplier shall maintain traceability of materials, components, and processes throughout manufacture and delivery, where applicable. Traceability records shall be retained and
made available upon request.
14.6 Certificates & Records: The Supplier shall provide, where applicable and requested:
1. Certificate of Conformity (CoC)
2. Material Certificates
3. Special Process Certificates
4. Inspection Test Reports
5. First Article Inspection Reports (FAIR)
6. Calibration Certificates
All documentation shall reference the Order Number, Part Number, and Revision Status.
14.7 Control of Nonconforming Product: The Supplier Shall:
1. Identify and segregate non-conforming Goods
2. Prevent unintended use or delivery
3. Notify the Buyer immediately upon discovery of nonconforming product
4. Obtain written approval prior to disposition or shipment.
14.8 Monitoring & Measurement: The Supplier shall ensure that suitable monitoring and measuring equipment is used, calibrated, and maintained. Inspection and verification records shall
demonstrate conformity to specified acceptance criteria. Where sampling inspection is used, the sampling method shall be based on recognised statistical principles.
14.9 Product Safety & Ethical Behaviour: The Supplier shall ensure personnel are aware of: their contribution to Goods or Service conformity, their contribution to product safety, the importance of
ethical behaviour.
14.10 Foreign Object Damage (FOD) Prevention: The Supplier shall implement controls for the prevention, detection and removal of foreign objects or contamination during manufacture, assembly,
inspection, packaging, and shipment.
14.11 Delegation of Verification: Where verification activities are delegated to the Supplier, the Supplier shall maintain records demonstrating conformity and permit periodic review of delegated
activities by the Buyer.
14.12 Raw Material & Test Report Validation: Where raw material is identified as a critical or significant operational risk, the Supplier shall ensure the validity and accuracy of material test reports and
certifications.
14.13 Production Control Requirements: The Supplier shall ensure controlled production conditions including:
I. Availability of current documented information
II. Defined acceptance criteria
III. Identification of inspection and verification stages
IV. Prevention of human error
V. Accountability for all product throughout manufacture
VI. Completion of all required inspection and verification activities prior to release
14.14 Release of Product Pending Verification: Where product is released pending completion of required verification activities, the product shall be clearly identified and controlled to permit recall or
replacement if later found nonconforming.
14.15 Utilities & Environmental Controls: Where applicable, the Supplier shall control utilities and environmental condition affecting product conformity, including compressed air, water, electricity,
and chemical products.
14.16 Retention of Documented Information: The Supplier shall retain documented information relevant to this Order, including manufacturing, inspection, verification, and certification records, in
accordance with specified retention requirements.
Acceptance of this Order constitutes acceptance of all technical, quality, statutory, regulatory, and commercial requirements stated herein