Introduction

Terms and conditions detailed form part of all Helimedia Limited purchase orders and service orders.
Acceptance of a purchase/service order implies acceptance of these terms and conditions.

1. Definitions

“Contract” shall mean any contract resulting from an Order.

“Order” shall mean any Order raised by the Buyer to purchase Goods from the Seller

 “Buyer” shall mean Helimedia Limited

 “Seller” and/or “Supplier” shall mean the person on whom an Order is placed

“Deliverables” shall mean the supplies to be delivered under the Contract and, where appropriate, shall be deemed to include goods and services

2. Acceptance

2.1 An Order constitutes Buyer’s offer to Seller and is a binding contract on the terms and conditions the follow when it is accepted by Seller either by the acknowledgement or the commencement of performance.

2.2 No contract or terms and conditions stated by the Seller in accepting or acknowledging this Order shall be binding upon Buyer unless accepted by Buyer’s written approval.  Unless otherwise clearly stated in writing, these terms and conditions shall form the entire contract between the parties.

3. Business Continuity

The Supplier shall use commercially reasonable efforts to develop and maintain business continuity practices regarding contingency management to alleviate the effects of any business impacting events that may have an adverse effect on the Supplier’s ability to perform its obligations under the Order.  The business continuity shall contain, as a minimum, provisions of risk and business impact analysis to include prevention/mitigation panning, the preceding will cover, but not limited to (i) service documentation storage and protection (including but not limited to storage of deliverable technical information, specifications and other documents, design documents, tools, process and fixtures (ii)Information system security and (iii) demonstrating Suppliers ability to rapidly recover the loss of capability to deliver product and services.

4. Revisions

No revision of an Order or any of the terms and conditions shall be valid unless in writing and signed by an authorized representative of Buyer’s purchasing department.

5. Supply of Goods

5.1 The Supplier shall ensure that any goods that form the Deliverables shall:

(a correspond with their description and any applicable specification;
(b) be of satisfactory quality (within the meaning of the Sale of goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Buyer, expressly or by implication, and in this respect the Buyer relies on the Supplier’s skill and judgement;
(c) be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and

(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the goods.

5.2  The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the goods.

5.3 The Buyer may inspect and test the goods at any time before delivery. The Supplier shall remain fully responsible for the goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

5.4  If following such inspection or testing the Buyer considers that the goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 5.1, the Buyer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

5.5 The Buyer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

6. Supply of Services

6.1 The Supplier shall from the date set out in the Order and for the duration of the Contract supply the services to the Buyer in accordance with the terms of the Contract and the Order.

6.2 The Supplier shall meet any performance dates for the services specified in the Order or that the Buyer notifies to the Supplier and time is of the essence in relation to any of those performance dates.

6.3 In providing the services, the Supplier shall:

(a) co-operate with the Buyer in all matters relating to the services, and comply with all instructions of the Buyer;

(b) perform the services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;

(d) ensure that the services will conform with all descriptions, standards and specifications set out in any specification or the Order, and that the Deliverables shall be fit for any purpose that the Buyer expressly or impliedly makes known to the Supplier;

(e) provide all equipment, tools and vehicles and such other items as are required to provide the services;

(f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the services or transferred to the Buyer, will be free from defects in workmanship, installation and design;

(g) obtain and at all times maintain all licences and consents which may be required for the provision of the services;

(h) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the services, and with the Mandatory Policies;

(i) observe all health and safety rules and regulations and any other security requirements that apply at any of the Buyer’s premises;

(j)  hold all materials, equipment and tools, drawings, specifications and data supplied by the Buyer to the Supplier (Buyer Materials) in safe custody at its own risk, maintain the Buyer Materials in good condition until returned to the Buyer, and not dispose or use the Buyer Materials other than in accordance with the Buyer’s written instructions or authorisation; and

(k) not do or omit to do anything which may cause the Buyer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Buyer may rely or act on the services;

7. Delivery

7.1 Delivery shall be strictly in accordance with the delivery schedule set out in the Order.  Not withstanding this provision, the Seller shall not be liable for delays or defaults due to causes beyond its control and without its fault or negligence, provided however, that if the Seller has reason to believe that deliveries will not be made as required, due to such cases, written notice setting forth the cause of any anticipated delays shall be given immediately to Buyer.

7.2 The Supplier shall complete and deliver the Deliverables at the time or times specified in the Order and in this respect, time shall be of the essence.

7.3 It is vital that all parts should be preserved appropriately to prevent handling damage, facility storage and prevent corrosion during manufacture and shipment. Packing should be appropriate to the parts supplied to prevent damage or as specified by the Buyer, shelf life requirements shall be notified clearly stating expiry dates which should be clearly marked on all packaging, all chemicals shall be accompanied by the relevant safety data sheets (SDS) formerly called material safety data sheets (MSDS) with each shipment. 

7.4 The Buyer may at any time or times by notice in writing to the Seller postpone the date(s) of delivery of any Deliverables without incurring any liability and the Seller shall deliver such Deliverables on the revised date(s) so notified and shall not make any claim for adjustment in price or otherwise in respect of any such postponement unless otherwise agreed in writing by the Buyer.

8. Deliveries Made/ Counterfeit Part Prevention

8.1 If the Supplier delivers quantities in excess of the quantity due the purchaser shall have the right to accept or reject the quantity in excess of that due in its sole discretion.

8.2 The Buyer shall not be obliged to accept delivery of any Deliverables prior to the delivery date and if the Seller shall do so:

The Buyer shall be entitled to charge storage to the Supplier and the date for payment shall be calculated according to the due delivery date.

8.3 The Supplier shall develop, implement and maintain a program to prevent the risk of delivery of counterfeit parts/ materials to the Buyer, all parts, materials and assemblies (Electrical, Mechanical, raw materials) shall be procured directly from the original component manufacturer (OEM) or from the OCM/OEM authorized distributor.  If suspect or counterfeit parts/materials are supplied under the Order all such items will be quarantined and then ultimately destroyed.  The Supplier will promptly replace such counterfeit parts/materials with items acceptable to the Buyer. The Supplier shall be fully liable for all associated costs.

9. Termination

Failure to comply with the specification, terms and conditions of this Order or to deliver materially in accordance with Seller’s promise shall be grounds for termination without penalty to Buyer.

10. Acceptance and Rejection

10.1 All Deliverables will be subject to final inspection and acceptance by the Buyer within a reasonable time after receipt at the designated destination, irrespective of prior payment.  Buyer may reject any part of the Deliverables which contains defective material or workmanship or does not conform to specifications, samples or warranties.  Any part of the Deliverables so rejected may be returned to Seller at Seller’s risk and expense, and at full invoice price plus applicable transportation charges both ways.  No defective part of the Deliverables shall be replaced unless requested by the Buyer.

10.2 Certificate of Conformance (Required for Deliverables Intended for Aircraft Applications and for Deliverables Where Required on the Relevant Drawing or Order or customer specific requirements)

The certificate of conformance is a quality record that shall include the Buyer’s part number, Order number, quantity shipped, date shipped, manufacturer’s part number, and details of certified quality system as stated within the Order.  It should be signed to indicate compliance with the requirements of this document.  These are to be submitted for all parts delivered to the Buyer. The Supplier will also supply if required information on their source(s) of supply that could include item such as serial numbers, lot numbers, heat numbers, batch date code and qualified product list approval status.

10.3 First Article Inspection/ PPAP Submission

the Buyer when applicable requires that all first deliveries of parts to include a full first article inspection report/PPAP be filled out by the manufacturer.  The sample, on which the FAI/PPAP was performed, shall be clearly marked, both on the sample and the FAI report.  Where the drawing has been updated and there is a change in the form, fit or function of the part, then an FAI must be submitted for the change/update only.

The FAI should confirm that all processes, materials and dimensions are met.  In the case of raw material or process i.e. paint, chromate, proof of acceptability shall be made available either through records or attached certificates.  Drawing notes should be referenced and their acceptance confirmed.

Any discrepancies detected by the manufacturer during the FAI shall be notified to the Buyer and a deviation should be sought in advance of any parts being shipped to the Buyer.  Under no circumstances shall a nonconforming part be sent to the Buyer without the Buyers approved deviation.  Failure to comply with the above requirements will result in the Buyer rejecting the product.

10.4 Record Retention

In addition to contractual requirements the Supplier shall retain verifiable objective evidence of inspection and tests performed. Quality records shall be made available for evaluation for a contractually agreed upon period.  Unless otherwise specified, this period shall be a minimum of 7 years. The records shall include but not limited to, receiving certificates of conformity, raw material mill certificates, test results, documents of non-conformity and corrective actions, measuring and test equipment calibration documentation etc. After the retention period the Buyer must be notified of the intent to dispose of any records and shall be given the opportunity for further retention at the Buyer premises, raw material mill certificates must be maintained indefinitely.

10.5 Notification of Non-Conforming Product and Process Change

The Supplier to notify the organization of changes in product and/or process definition and, where required, obtain organization approval.

10.6 Right of Access by the Buyer, Their Customer and Regulatory Authorities

In accordance with contractual agreements, right of access by the Buyer, their customer, and regulatory authorities shall be afforded to all facilities involved in the Order and to all applicable records. The Supplier shall notify the Buyer in writing to any significant facility or organizational changes such as company name, location. Any changes of location by the Supplier shall require a full fist article inspection report on all parts supplied

10.7 Key Characteristics

Where identified within the specification, drawing and/or Order the Supplier shall flow down to sub-tier Suppliers the applicable requirements in the purchasing documents, including key characteristics where required.

11. Payment

Payment for Deliverables and services provided will be made 30 days net monthly, provided that the Deliverables/services have been accepted by the Buyer and that the Deliverables confirm with all requirements in the Contract.

Purchase invoices must be received by the seventh day of the following month. Purchase invoices received after that date will be deemed to be dated the month in which they are received.

12. Product Safety and Conformity

The Supplier is expected to develop, implement and maintain effective policies and training programs to ensure their employees are aware of their relevant contribution towards quality, safety and conformity of their product and or service.  The Supplier will also ensure that the materials supplied will be free from foreign object debris.

13. Ethical Behaviour

Suppliers acknowledge and agree that the Buyer requires that the Suppliers maintain a high standard of ethical conduct in all its dealings with the Buyer. The Supplier, where requested, shall provide evidence of ethical behavior not limited to anti-bribery, anti-child labour, anti-slavery and whistle blowing.

14. Intellectual Property Rights

Unless otherwise agreed, all intellectual property rights in or arising out of or in connection with the Deliverables shall be owned by the Buyer.

15. Confidentiality

15.1 The Supplier undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Buyer, except as permitted by clause 15.2.

15.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information must comply with this clause 15; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

16. Law and Jurisdiction

16.1 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.

16.2 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.