RWG (Repair & Overhauls) Limited

TERMS and CONDITIONS of PURCHASE

ISSUE 6 – April 2019

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 the 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 the Order Conditions without the prior authorisation of RWG on an official RWG Purchase Order.

Clause 2 – 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 13.0 of these Order Conditions.

b) Title to Goods and risk or loss or damage to Goods shall pass to RWG when delivered at the destination specified in these Order Conditions.

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.

e) When completion of the Work or delivery of the Goods is delayed beyond the specified period of time stated in the Purchase Order, then except where such delay in delivery or performance is as a direct result of Clause 2.0 a) then, without prejudice to its other rights accrued or accruing under these Order Conditions RWG shall be entitled to deduct a sum equivalent to one percent (1%) per week of the Order price for each full week of delay ( a week being seven full days) up to a maximum of ten percent(10%) of the total Order price.

Clause 3 – 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. 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 subcontractors and shall in no way relieve the Supplier from any of 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 remanufacture 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 4 – 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 Suppliers invoice will be in the Suppliers bank account on the last working day of the month following the month of the invoice date, providing that such Goods or Work have been supplied in accordance with Clause 1 and the invoice is correct.

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 5 – Liabilities and Indemnities

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

The Supplier and its sub-contractors shall carry Employer’s Liability Insurance fully covering their legal liability on account of accident to their employees and also general liability and automotive insurance covering their legal and contractual liability on account of accidents arising out of the performance of the order and resulting in property, damage or bodily injuries including death sustained by any persons to such a level as is acceptable to RWG. The Supplier will also carry adequate product liability and design insurance to cover its liabilities hereunder. All such insurance policies will be endorsed to waive all expressed or implied rights of subrogation and the Supplier will furnish to RWG whenever requested insurance certificates evidencing the cover required herein.

Clause 6 – 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 save it harmless from any loss or damage of any nature of any kind (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 7 – Sub-contracting

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

Clause 8 – RWG Property

Any articles, other than materials as mentioned in Clause 14, 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 delivered or 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’s 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) Ltd’, do not become the subject of any lien, tax, charge, duty or encumbrance and are delivered to RWG upon request.

Clause 9 – 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’s premises comply with RWG’s Safety Regulations and RWG’s Specific Conditions for Work on Site, Guidance Note No 10 & RWG’s Code of Practise for Contractors, Guidance Note No 11, copies of which are available on request.

Clause 10 – Safety

To enable RWG to comply with its obligations under the Health and Safety at Work Act 1974 and other relevant statues, the Supplier shall provide RWG with adequate information about the use for which any Goods supplied are designed and tested and about any conditions necessary to ensure such Goods will be safe and without risk to health when properly handled, stored, transported and used. This information is to be provided in writing marked with the Purchase Order Number and relevant item number and addressed to the Purchasing & Logistics Manager at RWG’s principal business address

Clause 11 – Proprietary Information

All information which RWG has divulged or may divulge to Supplier and any information relating to RWG’s 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 12 – Publicity

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

Clause 13 – Termination of Order

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 13 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 14 – 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 13 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 15 – 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 16 – Law

These Order Conditions shall be subject to and interpreted in accordance with Scots Law.

Clause 17 – 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 BS EN ISO 9001.

Clause 18 – 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 19 – 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 20 – Severability

Invalidity or unforceability of one or more provisions of this Purchase Order shall not affect any other provision of this Purchase Order.

Clause 21 – Business Ethics

The Supplier shall adhere to the standards set out in RWG’s Business Ethics Policy, a copy of which is available on request and shall fully comply with this policy and with all other customary standards of business conduct. In the event of any inconsistency between the terms of RWG’s and Supplier’s ethics policies the more stringent shall apply. The Supplier shall defend, indemnify and hold RWG harmless from any penalties, fines, damage awards, administrative actions or liabilities asserted or assessed against RWG for Supplier’s failure to comply with this Clause 21. RWG reserves the right to terminate the Purchase Order under Clause 13 in the event of the Supplier’s non-compliance with this Clause 21.

Clause 22 – AS/EN 9100:2016 Quality Management System Compliance (if applicable)

If requested on any Purchase Order the Supplier shall adhere to the AS/EN 9100:2016 Quality Management System which include the following requirements:-

a)  Implement a quality management system.

b) Use customer-designated or approved external providers including process sources.

c) Notify RWG of any nonconforming processes, products, or services and obtain approval for their disposition.

d) Prevent the use of any counterfeit parts.

e) Notify RWG of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain RWG’s approval.

f) Flow down to external providers applicable requirements including customer requirements.

g) Provide test specimens for design approval, inspection/verification, investigation, or auditing.

h) Allow the right of access by RWG, our Customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain.

i) Retain documented information, including retention periods and disposition requirements.

j) Ensuring that persons are aware of:

  • Their contribution to product or service conformity.
  • Their contribution to product safety.
  • The importance of ethical behaviour.

Clause 23 – Rights of Access

The Supplier shall be obliged to render, free of charge, all reasonable cooperation required by RWG or RWG’s customers within the context of the testing, inspection and audit, including the granting of access to the Supplier’s facilities and the provision of personnel expertise.

Clause 24 – Conflict Minerals

RWG expect all of its Suppliers to comply with our Conflict Minerals Policy (Copy available on request) and to carry out sufficient due-diligence to ensure that the supply chain is conflict free.

Clause 25 – Counterfeit, Fraudulent, Substandard Items

In order to mitigate the likelihood of Counterfeit, Fraudulent, Substandard Items (CFSI) entering into RWG’s system and subsequently into our customer’s products, we ask that our suppliers undertake due diligence on their supply chain to mitigate the risk posed by CFSI.

Clause 26 – 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.