RWG (Repair & Overhauls) USA, Inc.

TERMS of BUSINESS for PURCHASE

ISSUE 5 – DECEMBER 2017

Unless otherwise agreed in writing, these Conditions together with the terms and special conditions specified herein and on the front of the Purchase Order (‘Order Conditions’) represent the only conditions upon which RWG (Repair & Overhauls) Limited (“RWG”) is prepared to procure the supplies (‘Goods’) or services (‘Work’) specified overleaf from the person to whom this order is addressed (‘Supplier’). Supplier accepts this order by acknowledging receipt or beginning performance. RWG does not accept any other terms that Supplier may specify.

Clause 1 – Conformity with Order

Goods and Work shall be supplied strictly in accordance with Order Conditions without prejudice to the generality of the foregoing Supplier shall not vary the quantities specified in this Order nor depart from the drawings and/or specifications identified by Order Conditions without the prior authorisation of RWG on an official RWG Purchase Order form.

Clause 2 – Packaging and Shipping Instructions

All goods shall be suitably packed and properly marked (including notice of hazardous substance) or otherwise prepared for shipment to secure the lowest transportation rates and to meet carriers’ requirements.  No charge will be allowed for packaging, crating or carriage unless stated herein.  Unless otherwise directed by RWG, all surface shipments shall be declared at the lowest release valuation allowed by the carrier.

Clause 3 – Delivery and Passing of Title

a) Supplier will only be excused delay in delivery or performance if it can show to the reasonable satisfaction of RWG that such delay has been caused by circumstances outside its control and subject to Supplier having notified, in writing on becoming aware of such circumstance, RWG may terminate this Order, in whole or in part without incurring any liability to Supplier, except as provided in Clause 17 of these Order Conditions.

b) Title to Goods and risk of loss or damage to Goods shall pass to RWG when delivered at the destination specified in these Order Conditions provided, however, if the Goods purchased are explosive, inflammable, toxic or otherwise hazardous, Supplier shall hold RWG harmless against all claims asserted against RWG for any personal or property damage caused by such Goods or by the transportation thereof before delivery of the Goods.

c) The representative of RWG shall have the right to visit Supplier’s premises at all reasonable times to examine Goods and to monitor the progress of Work.

d) Upon request Supplier shall provide RWG with information relating to progress in accomplishing the Order in a form and at a frequency acceptable to RWG.

Clause 4 – Warranty and Guarantee

Supplier warrants that all Goods and Work to be supplied pursuant to the Purchaser Order are in accordance with the Order conditions and are of merchantable quality and of the most suitable grade, and fit for the intended purpose and without defects and deficiencies in workmanship or materials and, if applicable, meet the requirements of the relevant certifying authority. Supplier warrants that the goods, if produced in the United States, were or will be produced in compliance with the Fair Labor Standard Act of 1938, as amended.  Any inspection, test, checking or approval by or on behalf of RWG or any failure to inspect, test, check, approve or make any complaint to the Supplier shall in no event be construed as acceptance of any of the Goods or Work supplied or performed by the Supplier or any of its sub-contractors and shall in no way relieve the Supplier from any with the provisions of the Order Conditions. Prior to acceptance RWG shall be entitled to require the Supplier to correct such defect at the Supplier’s cost and expense and bring the Goods, or Work into conformity with the provisions of the Order Conditions or to have such correction made in any manner RWG considers proper and feasible including replacement or re-manufacture and to charge the Supplier accordingly for all charges, costs and expenses incurred by RWG effecting such correction.

For the period of twelve months after the date of acceptance by RWG of the Goods or Work, the Supplier shall with all possible speed and without cost to RWG replace or repair the Goods or Work or any parts thereof found to be defective so that the same shall be maintained in conformity with the warranty contained in this clause for the duration of the period. If the Supplier fails to promptly carry out all such remedial work RWG shall be entitled to have such work carried out by itself or others and to charge the Supplier accordingly for all charges, costs and expenses incurred by RWG in effecting such replacement or repair. Any purported acceptance by RWG shall not have effect as acceptance of the Goods or Work, supplied under the order Conditions unless and until RWG’s client (if any) has accepted them which shall be a prerequisite to acceptance under the Order Conditions.

Without prejudice to the foregoing provisions of this clause the benefits of any guarantees, warranties or the like which the Supplier enjoys arising out of any purchase or other agreement in connection with any article to be supplied pursuant to the Order Conditions shall pass to RWG and thence to its client (if any) to the full extent of such benefits as though they had remained with the Supplier.

Clause 5 – Price and Payment

a) The price specified in this Order shall remain fixed. Invoices shall be posted to the Accounts Payable Department of RWG at the address indicated on the front of the Purchase Order on the day on which Goods are despatched or Work is completed. Invoices must quote RWG’s Purchase Order Number, itemised prices and discount terms, invoices which do not quote the Purchase Order Number will be returned. Payment of Supplier’s invoice will be posted to Supplier by RWG on the last working day of the month following month in which relevant invoice has been received, providing that such Goods or Work have been supplied in accordance with Clause 1 and the invoice is correct and was received by the Accounts Payable Department within seven days of despatch of Goods or completion of Work.

b) Without prejudice to it’s other rights, RWG reserves the right to deduct from any payment due to Supplier under this Order the amount of any bona fide contra accounts and/or other claims which RWG may have against Supplier in connection with this Order or any other Contract.

Clause 6 – Modifications

No modifications of this order shall be binding on RWG unless in writing and signed by RWG or its agent.  Usage of trade, course of performance, and course of dealing cannot supplement or modify this order.  RWG reserves the right and Supplier agrees to accept reasonable changes to this order, including changes as to packing, testing, destinations, specifications, designs, and delivery schedules, but changes shall be authorised only by RWG’s written release order.  If such release order affects delivery or price, Supplier shall notify RWG immediately, and an equitable adjustment in prices or other terms hereof shall be agreed upon in a written amendment of this purchase order.  RWG’s (a) failure to insist on strict performance of any term or condition hereof or (b) failure or delay to exercise any right or remedy provided herein or by law or property to notify Supplier in the event of breach or (c) acceptance of or payment for goods hereunder or (d) approval of any design shall not release Supplier from any of the warranties or obligations of this order and shall not be deemed a waiver of any right of RWG to insist upon strict performance hereof or any of its rights or remedies as to any prior or subsequent default hereunder, nor shall any purported oral modification of rescission of this purchase order by RWG operate as a waiver of any term or condition hereof.

Clause 7 – Liabilities and Indemnities

The Supplier agrees to indemnify and hold harmless and defend RWG and their agents, invitees, servants and co-venturers from and against:-

a) any liability, loss, claim(s), awards, judgements, cause of action, or expense arising from the death, injury, sickness of the Suppliers or its sub-contractors, employees, representatives or other persons associated with the Supplier, regardless of the cause of such death, injury or sickness or whether pursuant to any action for damages for negligence or default or arising out of any relevant legislation.

b) any liability, loss, claim(s), awards, judgements, cause of action or expense arising from injury to persons or damage to property caused by or arising out of the performance of the Work or supply of the Goods contemplated hereunder.

c) any liability, loss, claim(s), awards, judgements, cause of action, or expense arising from claims by third parties for injury or loss arising out of or attributed to defective design or manufacture.

Clause 8 – Insurance

If this purchase order requires the performance of Work on RWG property or on the property of a third party, Supplier shall provide at its sole expense public liability and property damage insurance amounts satisfactory to RWG, Supplier shall also carry at its sole expense automobile liability insurance, including automobile non-ownership liability insurance, for all liabilities arising out of injury and death as well as destruction of property for all automobiles owned or hired by Supplier and comprehensive general liability insurance, including contractual liability insurance (broad or intermediate form),  manufacturer’s and contractor’s liability insurance and completed operations and products-liability insurance, all in amounts satisfactory to RWG.  Before starting work hereunder Supplier shall furnish RWG certificates of such insurance, which shall be with companies and in form satisfactory to RWG.  The certificates shall provide that thirty (30) days’ written notice must be given to RWG before cancellation of or material changes in the coverages.

Clause 9 – Proprietary Rights Liability

If any allegation should be made or any claim asserted against RWG that any act done by RWG in relation to: a) Goods or b) any articles or material on which Work has been carried out; constitutes a violation or infringement of any patent, copyright, registered design, or other protected proprietary rights held by a third party, Supplier will indemnify RWG against, and hold harmless from any loss or damage of any nature (including without limitation all costs and expenses) arising directly or indirectly out of such allegation or claim providing always that this indemnity shall be of no effect if the allegation or claim is the direct result of Supplier following a design or process originated and furnished by RWG.

Clause 10 – Sub-contracting

Neither this order nor any part thereof may be sub-contracted without the prior written consent of RWG.

Clause 11 – RWG Property

Any articles, other than materials as mentioned in Clause 18, of which RWG has paid the full cost or which may be loaned or supplied to Supplier for the execution of this Order shall be at the Supplier’s risk in respect of loss or damage until returned to RWG. Unless otherwise instructed by RWG such items shall be retained by Supplier in good condition after completion of this Order and shall not be disposed of except in accordance with RWG written instructions nor shall items be used otherwise than for the purpose of this Order without prior written consent of RWG. Suppliers shall ensure that such items are at all times identified as ‘The Property of RWG (Repair and Overhauls) USA Inc.’ do not become the subject of any lien, tax, charge, duty or encumbrance and are delivered to RWG upon request.

Clause 12 – Supply of Personnel

Any personnel provided by Supplier for the purpose of carrying out Work shall at all times be deemed to be in employment of Supplier. Supplier shall ensure that such personnel shall, whilst on RWG premises comply with RWG safety regulations and policies and all other rules and procedures which RWG have in place.

Clause 13 – Equal Employment Opportunity

Supplier certifies and represents that in the performance of this Order it will comply with the provisions of all applicable federal, state and local laws, regulations, rules and orders.  Any provision which is required to be a part of this Order by virtue of any such law, regulation, rule or order is incorporated herein by reference, including but not limited to all provisions of 41 C.F.R. 60-1.4 as amended, pertaining to the equal opportunity clause; all provisions of 41 C.F.R. 60-250, as amended, pertaining to affirmative action for disabled veterans of the Vietnam Era; all provisions of 41 C.F.R. 60-741, as amended, pertaining to affirmative action for handicapped workers; all provisions of 41 C.F.R. 60-1; Executive Order 11246 as amended; and Executive Order 13201.  RWG requests that Supplier adopt and implement a policy to extend employment opportunities to qualified applicants and employees on an equal basis regardless of an individual’s age, race, colour, sex, religion, national origin, or individuals with disabilities.

Clause 14 – Safety

Supplier warrants that the goods sold and services performed under this contract comply or will comply in all respect with the Occupational Safety and Health Act of 1970 (OSHA) and any similar rules or regulations adopted by the State of California, and all applicable regulations, rulings, orders, and standards promulgated thereunder.  Failure to comply with RWG safety standards or with OSHA will be cause for termination of this order.  No advise or warning about safety measures given by RWG shall be construed to relieve Supplier of its liability as an independent contractor.  Supplier shall immediately notify RWG in writing of any condition or work practice on RWG premises that Supplier believes may expose its employees, workmen, servants, or agents to a hazardous condition or work practice.

Clause 15 – Proprietary Information

All information which RWG has divulged or may divulge to Supplier and any information relating to RWG business or products which may have come or may come into the possession of Supplier in the course of carrying out this Order shall be treated by Supplier in confidence and shall not without the prior written consent of RWG be disclosed to any third parties, nor be used or copied for any other purposes other than for the execution of this Order. The provisions of this Condition do not apply to information which is or comes into the public domain otherwise than through a breach to this Clause. Upon request by RWG, Supplier shall return all drawings or other written material issued to Supplier pursuant to this Order.

Clause 16 – Publicity

Supplier shall not refer to RWG’s name, trademarks or products in connection with any publicity without the prior written permission of RWG.

Clause 17 – Termination

Without prejudice to any rights already accrued or accruing to RWG, RWG shall have the right to terminate this Order in whole or in part at any time by giving Supplier notice in writing where upon all Work on this Order shall be discontinued. RWG shall pay a fair and reasonable price for justified Work in progress at the time of termination and Supplier shall afford RWG every assistance to ascertain the extent of such Work in progress.

Payment of such price shall constitute full and final satisfaction of any claims arising out of such termination and prior to such payment Supplier shall deliver to RWG all Work completed or in progress, but if RWG terminates after Supplier has entered into liquidation or suffered a receiver of the whole or part of its assets to be appointed, then delivery of such Work shall be made when RWG so requests. The amount payable to Supplier under this Clause 17 shall not in any event exceed the total amount that would have been payable to Supplier had this Order not been terminated. In the event of termination Supplier shall submit a claim within two months of such termination after which time claims will only be met in exceptional circumstances.

Clause 18 – Material

All free of charge material supplied by RWG for the execution of this Order shall be at the Supplier’s risk in respect of loss or damage whilst in the possession of Supplier and must at all times be readily identifiable as being the property of RWG, be accounted for upon request and unless RWG otherwise directs, must be returned to RWG only as:

a) conforming parts

b) non-conforming parts submitted for consideration

c) scrap through material faults

d) scrap due to machining or manipulation, or

e) unused or Work in progress following termination under Clause 17 hereof

Supplier shall make available for RWG disposal scrap and machining swarf. Without prejudice to any rights already accrued or accruing to RWG, Supplier shall promptly upon request from RWG pay the full cost of replacing:

a) any material not so accounted for

b) any scrap not supported by documentation, and

c) any scrap due to faulty machining or manipulation which is in excess of the percentage of machining scrap allowed by RWG and notified to Supplier

Clause 19 – Supply of Data and Drawings

If manufacturing data and drawings relating to the subject of this Order are required for any purposes of RWG or its licensees, Supplier will on request supply the same on being reimbursed its reasonable expenses for copying.

Clause 20 – Law

The Contract shall be subject to, interpreted, construed and performed in accordance with the Laws of Texas, USA and governed by the exclusive jurisdiction of the federal courts of Texas, exclusive of any conflict of laws principles.

Clause 21 – Quality Control Requirements

Supplier shall satisfy the requirements of RWG ‘Quality Control Requirements’.  Goods and Work shall be inspected and released by Supplier in accordance with one or more of the following requirements:

a) Supplier’s own inspection organisation as approved by RWG

b) recognised third party approvals e.g. BS EN ISO 9001.

Clause 22 – Development Work

If any Work or the production of any Goods involves research or development which is wholly or partly funded by RWG then all rights in the results thereof will vest in RWG.

Clause 23 – Waiver

Failure by RWG at any time to enforce any Order Condition shall not be construed as waiver by RWG of such Order Condition or in any way affect the validity of Order Conditions.

Clause 24 – Conflict

In the event of any conflict between the provisions of these Conditions and any terms or special conditions appearing or referred to in the Purchase Order, the latter shall prevail.

Clause 25

CONDITIONS APPLICABLE ONLY IF THIS ORDER IS PLACED UNDER GOVERNMENT CONTRACTS OR SUBCONTRACTS.  If this order is placed pursuant to a Government Prime Contract or sub-contract referenced by a number or otherwise in this purchase order the following contract clauses (in addition to those set forth above as set forth in the Defense Acquisition Regulation (DAR) and the Armed Services Procurement Regulation (ASPR) are incorporated herein and are applicable hereto by this reference except for those contract clauses which are exempt in DAR/ASPR (or by clauses themselves) because of the dollar value of this order. When necessary to make the context of these clauses applicable to this order, the term “contractor” shall mean “supplier” and the term “contract” shall mean “this order” and the terms “government”, “contracting officer” and equivalent phrases shall mean “RWG”.  All references to DAR/ASPR paragraph numbers refer to current paragraphs and revisions in effect as of the date of the respective Government prime contract referenced in this purchase order with the exception of DAR/ASPR7-104 83.  Cost Accounting standards, which shall be governed by DAR/ASPR3-1204.2. Copies of DAR/ASPR may be obtained from the Government Printing Office, Washington D.C the applicable patent rights clause may be obtained from RWG.