GENERAL TERMS AND CONDITIONS OF PURCHASING.
1.1 In these Terms & Conditions the following words shall have the following meanings:
Goods – shall mean the Goods and/or Services specified in the Purchase Order.
Purchase Order – shall mean the contract formed by the Suppliers acceptance of the Purchase Order in accordance with these conditions and any special conditions stated on the Purchase Order.
ÉireComposites – the company referred to on the face of the company.
Supplier – the Company, firm or individual to whom this Purchase Order is addressed and upon whom ÉireComposites places a Purchase Order for goods and/or services.
The Parties – shall mean the Supplier and ÉireComposites
1.2 Headings used in these conditions are for the purposes of identification only and shall not affect the interpretation or construction thereof.
2. Existence and Scope of Purchase Orders
2.1 ÉireComposites will have no liability in connection with any Purchase Orders expect such as are made on a ÉireComposites Purchase Order form in accordance with these terms and conditions which represent the only terms and conditions upon which ÉireComposites is prepared to procure the Goods from the Supplier. No amendment or variation of these terms and conditions shall be effective unless agreed by ÉireComposites in writing.
2.2 Any commencement of work or written acknowledgement (whether or not referring to conditions inconsistent with these terms and conditions unless clearly stated on its face to be a counter-offer) in connection with any Purchase Order given by ÉireComposites shall constitute an unconditional acceptance of the Purchase Order and these terms and conditions.
2.3 Except as specifically agreed by ÉireComposites in writing the Purchase Order shall exclude all terms and conditions contained or referred to in any quotation or other document from the Supplier.
3. Price and Payment
3.1 The price payable for the Goods shall be as stated on the Purchase Order and shall be fixed and firm for the duration of the Purchase Order and shall be inclusive of all charges including packaging, carriage, insurance, delivery and exclusive of Value Added Tax at the appropriate rate.
3.2 Invoices shall be sent to ÉireComposites at the address indicated on the face of the Purchase Order following delivery of the Goods and shall clearly show ÉireComposites Purchase Order number shown on the face of this Purchase Order. Invoices shall be addressed to “Accounts Payable”
3.3 Without prejudice of its other rights, ÉireComposites reserve the right of set off from any payment due to Supplier under the Purchase Order the amount of any claims which ÉireComposites may have against Supplier in connection with this or any other Purchase Order.
4. Quality, Condition and Environmental Standard.
4.1 The Supplier warrants as separate conditions of the Purchase Order that all Goods supplied or to be supplied under the Purchase Order shall be new, free from defects in design, materials, workmanship and of satisfactory quality and fit for the purpose for which they are intended and shall comply with all particulars, specifications, drawings samples or other descriptions furnished by ÉireComposites. These warranties are in addition to any obligation implied by law.
4.2 Without prejudice to the generality of the foregoing warranties the Supplier warrants that in relation to any Goods supplied to ÉireComposites which constitute products which use dates and times in relation to their operations and performance (whether computerised or not) and their performance will be unimpaired by any date.
4.3 Suppliers are expected to have achieved quality assurance certification to ISO 9000 and ISO 14000 or to be actively working towards such certifications. For machinery and items where product certification applies the Supplier shall apply the CE mark and retain all appropriate technical files.
4.4 Suppliers and contractors must notify ÉireComposites of all non-conforming products in the following situations:
– where products are manufactured by ÉireComposites and sent to the supplier or contractor for work to be performed on it.
– where equipment or tooling is sent to the supplier or contractor for work to be performed on it.
– The supplier must notify ÉireComposites of any change in product and/or process definition and must receive written approval from ÉireComposites before supplying such products using QP 7.4 Purchasing Procedures.
4.5 The supplier shall maintain Quality records including but not limited to Quality and Engineering records/data. The records shall be retained for a period of not less than (10) years from completion of purchase order. The supplier must impose this requirement on their sub tiers. Quality and Engineering records/data shall be available to ÉireComposites and regulatory authorities upon request. For this reason Quality and Engineering records/data shall be maintained in the English language or an accurate translation made from original records created in the supplier’s native language.
5.1 Unless otherwise directed in writing by ÉireComposites Goods shall be delivered to ÉireComposites premises not later than the date specified on the Purchase Order (time and quantity to be of the essence of the Purchase Order)
5.2 The Supplier shall promptly advise of any difficulty or delay actual or expected in the performance of the Purchase Order and the Supplier’s proposed remedial action.
5.3 All Goods shall be adequately protected against damage or deterioration in transit and delivered carriage paid in accordance with ÉireComposites instructions.
5.4 ÉireComposites shall have no liability for packing materials and cases except as agreed between the parties in writing.
5.5 ÉireComposites count as to the goods delivered shall be accepted as final and conclusive.
5.6 Parts made to a design provided by ÉireComposites shall be part marked and delivered with a Certificate of Conformity.
6 Inspection and Testing
6.1 All Goods are assumed to have been properly inspected and tested by the Supplier prior to delivery but may be subject to test and inspection by ÉireComposites at its discretion.
6.2 The Supplier shall at ÉireComposites request permit or procure permission for representatives of ÉireComposites, its customers and other organisations (including government agencies) to visit the Supplier’s or third party premises for the purpose of viewing progress under the Purchase Order and carry out such inspections and assessments (including taking samples) as they request in connection with any Goods and any processes carried out in relation to them including quality assurance systems and procedures.
6.3 The Supplier shall furnish ÉireComposites with progress reports relating to performance of the Purchase Order in such form as ÉireComposites may request.
6.4 Approval of Non-conforming material are made using QP 7.5 Receipt of Material and Goods Incoming Inspection Procedure.
7 Warranty, Rejection and Other Rights.
7.1 The Supplier warrants that Goods under a Purchase Order shall conform to the applicable drawings, specifications, or other description furnished pursuant to the Purchase Order, be free of defects in design, materials and workmanship and be suitable for the purpose intended.
7.2 Without prejudice to any of its other rights in respect of any failure by the Supplier to comply with these terms and conditions ÉireComposites shall be entitled at its discretion to exercise some, all or any of the following rights:
Ø To reject such delivery or performance of the Goods;
Ø To require the Supplier at its expense to supply immediately in substitution for any rejected Goods, Goods which conform to the Purchase Order or at ÉireComposites option to carry out repairs or remedial work;
Ø At the Supplier’s expense to carry out or have carried out any work which ÉireComposites in its absolute discretion considers necessary to confirm the Goods to the Purchase Order.
7.3 The Supplier shall indemnify ÉireComposites against any loss or damage arising from any failure by the Supplier to comply with the Purchase Order
7.4 Goods rejected by ÉireComposites shall be collected by the Supplier within 30 days of notice of rejection and until such Goods are collected they shall remain at the Supplier’s risk. After 30 days ÉireComposites reserves the right to destroy or otherwise dispose of the Goods.
8 Title and Risk
8.1 Title and risk in respect of the Goods shall pass to ÉireComposites once the Goods have been formally accepted by ÉireComposites.
9 ÉireComposites Property and Material
9.1 The Supplier shall ensure:
9.1.1 that all material, plant, tools, drawings, specifications or other equipment or data (“ÉireComposites Property”) supplied by ÉireComposites for use in connection with the Purchase Order and the supply of the Goods shall at all times remain ÉireComposites property
9.1.2 that ÉireComposites Property is marked with such indications of ownership as ÉireComposites requires and is kept in good condition
9.1.3 nothing shall be done to permit ÉireComposites Property to become subject to any lien, encumbrance, tax, charge or duty
9.1.4 that ÉireComposites Property shall not be removed from the Supplier’s premises save for purposes connected with the Purchase Order or the provision of Goods
9.1.5 ÉireComposites Property is not used or permitted to be used save for the purposes of the Purchase Order and that such ÉireComposites Property shall be treated as confidential
9.1.6 ÉireComposites Property at the Supplier’s premises shall be adequately insured for its full replacement value and that the Supplier shall bear all risk of loss and damage whilst the property is in the Supplier’s control
9.2 The Supplier shall permit or procure permission for ÉireComposites representatives to enter premises where ÉireComposites Property is located for the purpose of inspecting it and its condition.
9.3 The Supplier shall return ÉireComposites Property in accordance with directions given by ÉireComposites on demand in good condition and permit or procure permission for ÉireComposites to re-possess the same during any inspection at the Supplier or third party premises.
9.4 Any and all tooling fixtures purchased or manufactured by the Supplier the cost of which forms part of the value of the Purchase Order shall become the property of ÉireComposites and shall be treated and protected in the same way as ÉireComposites Property. All right, title and interest in and to any part of tooling to be paid for by ÉireComposites shall pass to ÉireComposites as soon as it is acquired or fabricated in accordance with a Purchase Order.
10 Proprietary Rights
10.1 All intellectual property rights of any kind and rights of a like nature, whether registered or unregistered, and including patents, copyright, registered designs, design rights and topographic rights produced, created or acquired under a Purchase Order will belong to ÉireComposites.
10.2 Any pre-existing patent, copyright or registered design owned or controlled by Supplier, and utilised by Supplier for the performance of the Purchase Order shall be freely available for use by ÉireComposites, and Supplier grants ÉireComposites a royalty-free, irrevocable, non-exclusive right to use such patent, copyright or registered design with restriction. This right shall include the right for ÉireComposites to incorporate such Supplier owned or controlled patents, copyrights and/or registered designs into work performed by ÉireComposites for its customers, and no restriction as to use shall be placed on ÉireComposites customers as a result of such incorporation.
11.1 The Supplier shall forthwith upon demand indemnify ÉireComposites against loss damage or injury to ÉireComposites and from and against any claim in respect of loss damage or injury made against ÉireComposites by any third party or parties and any costs and expenses arising in connection therewith which result from the Supplier’s performance or purported performance of or failure to perform the Purchase Order and/or supply the Goods whether negligent or otherwise and in particular but without prejudice to the generality of the foregoing which results from any defect in the goods supplied, their materials, construction workmanship or design save to the extent that ÉireComposites is responsible for design.
11.2 The Supplier shall at ÉireComposites option repair, replace or reinstate the defective Goods free of charge.
11.3 The Supplier shall at all times insure itself and keep adequately insured with a reputable insurance company against all insurable liability under the terms of the Purchase Order and in particular its liabilities under this clause 11 and shall on request provide to ÉireComposites evidence as to the existence and sufficiency of such insurance and in particular professional indemnity and product liability insurance.
12 Confidentiality and Publicity
12.1 The Parties acknowledge and agree that the Confidentiality Agreement (if any) shall continue to apply in respect of the Contract. If there is not a Confidentiality Agreement in place between the parties, the following terms shall apply.
12.2 The parties (as a “Receiving Party”) hereby acknowledge that the other (the “Disclosing Party”) has provided to the Receiving Party Confidential Information and in respect of all such Confidential Information the Receiving Party will:
Ø Treat it as confidential;
Ø Restrict its disclosure to such of its employees, agents and professional advisors as have a need to know and subject always to such employees
Ø and agents being under a similar duty of confidentiality; and
Ø not disclose it to any third party without the prior written consent of the Disclosing Party.
12.3 The requirements shall not apply to any Confidential Information which:
is or becomes common knowledge without breach of this Condition by the Receiving Party; or was in the Receiving Party’s possession prior to receipt from the Disclosing Party or developed for or by the Receiving Party at any time independently of any disclosure by the Disclosing Party; or the Receiving Party is required to disclose by law or other competent authority provided that the Receiving Party notifies the Disclosing Party, if permitted by law, as soon as it receives such a request for disclosure and affords to the Disclosing Party all such reasonable assistance as the Disclosing Party may request to prevent or limit such disclosure.
12.4 Neither this Purchase Order nor any details thereof nor name shall be used by the Supplier for advertisement or publicity purposes without ÉireComposites prior written consent.
12.5 The Supplier shall not affix any maker’s name or makers mark on any Goods supplied pursuant to this Purchase Order and to be embodied in ÉireComposites Property.
12.6 The Supplier shall not without prior written consent take any pictures or make any recordings on any of ÉireComposites premises. The Supplier is required to hand over every mobile phone with a camera before entering any of ÉireComposites premises to it’s authorise staff. Any of these actions will result in an automatic breach of this agreement, without ÉireComposites prior written consent.
13.1 Performance of the Purchase Order may be terminated at ÉireComposites option in whole or in part at any time by written notice to the Supplier (notwithstanding the existence with respect to the Supplier of any force majeure circumstances). In such event ÉireComposites liability shall not exceed the price of the Goods delivered and accepted by ÉireComposites and not previously paid for. The Supplier shall also, if so required by ÉireComposites in writing, complete all Goods partially completed on the date of such notice and in respect of while ÉireComposites shall pay the price of such goods as it accepts. The Supplier shall afford to ÉireComposites the assistance to ascertain the extent of the work in progress. Payment in respect of Goods delivered and accepted by ÉireComposites shall constitute full and final satisfaction of any claims arising of such termination.
13.2 ÉireComposites may at its discretion without prejudice to any other remedy terminate or suspend performance of the Purchase Order in whole or in part by written notice to the Supplier at any time if the Supplier:-
Ø Fails to comply with the provisions of Purchase Order or any other agreement to ÉireComposites or fails to make progress so as in the reasonable opinion of ÉireComposites to endanger performance of the Purchase Order and in either such cases such failure is unremediable or if remediable the Supplier does not remedy the same to ÉireComposites satisfaction within a period of 10 days after the date on which ÉireComposites has given the Supplier written notice thereof.
Ø Becomes insolvent, has a Receiver, Manager, Administrative Receiver, Administrator or Trustee in Bankruptcy appointed in respect of any of its undertaking, assets or income, is the subject of any bankruptcy Purchase Order or has any petition presented to any Court or resolution passed of its winding-up whether compulsory or voluntary or is dissolved or has any distraints or executions levied on any of its assets, enters into any composition or arrangement with its creditors or suffers any similar action in consequence of debt under the laws of any jurisdiction.
13.3 No failure or delay on the part of EireComposites to exercise its rights in respect of any default under the Purchase Order by the Supplier shall prejudice ÉireComposites rights in connection with the same or any subsequent default.
14 Assignment and sub-contracting
14.1 The Supplier shall not without the prior written consent of ÉireComposites assign or sub-contract any of its obligations under this Purchase Order either in whole or in part.
14.2 If ÉireComposites consents to any such assignment or sub-contract the Supplier shall nevertheless continue to be responsible to ÉireComposites for all Suppliers obligations under this Purchase Order and:-
14.3 In the case of any sub-contract which ÉireComposites has so consented the Supplier shall include in its conditions, conditions consistent with those of this Purchase Order in particular those relating to compliance with quality standard the benefit of and to be enforceable directly by ÉireComposites to furnish to ÉireComposites on demand details of any such sub-contract.
15.1 Any notice given by the party to the other in respect of these conditions shall be in writing and shall be addressed to the other party at its registered office or principal place of business.
16 Statutory Requirements
16.1 The Supplier undertakes that the Goods are safe and without risk to health and when properly used comply in all respects with all relevant statutes regulations, bye-laws and standards in force at the date of delivery.
16.2 The Supplier shall be responsible for ensuring that its employees and sub-contractors comply with all Health and Safety At Work Act and other statutory requirements while on ÉireComposites premises.
17.1 The construction, validity and performance of the Purchase Order shall be governed in all respects by Irish law and the Supplier consents to the jurisdiction of the Irish courts in all matters relating to the Purchase Order.
17.2 In the event of any conflict between the provisions of these Terms and Conditions and any terms or special conditions appearing or referred to in the Purchase Order, the latter shall prevail.
18 Communication with External Providers
18.1 ÉireComposites will communicate the following, when necessary, to external providers its requirements for:
Ø The process, products, and services to be provided, including the identification of relevant technical data (e.g. specifications, drawings, process requirements, work instructions)
Ø The approval of products and services; methods, processes and equipment; the release of products and services.
Ø Competence, including any required qualification of persons.
Ø The external providers’ interactions with the organization.
Ø Control and monitoring of the external providers’ performance to be applied by ÉireComposites.
Ø Verification or validation activities that ÉireComposites, or its customer, intends to perform at the external provider’s premises.
Ø Design and development control.
Ø Special requirement, critical items, or key characteristics.
Ø Test, inspection, and verification (including production process verification)
Ø The use of statistical techniques for product acceptance and related instructions for acceptance by ÉireComposites.
Ø The need to:
– Implement a quality management system,
– Use customer-designated or approved external providers, including process sources (e.g. special processes),
– Notify ÉireComposites of nonconforming processes, products, or services and obtain approval for their disposition,
– Prevent the use of counterfeit parts,
– Notify ÉireComposites of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain ÉireComposites approval,
– Flow down to external providers applicable requirements including customer requirements,
– Provide test specimens for design approval, inspection/verification, investigation, or auditing,
– Retain documented information, including retention periods and disposition requirements.
Ø The right of access by ÉireComposites, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain.
Ø Ensuring that persons are aware of
– Their contribution to product or service conformity,
– Their contribution to product safety,
– The importance of ethical behaviour.