Terms and Conditions of Purchase

Document FTDS 02-15 Rev.00

1. These conditions of purchase (“the Conditions) shall, unless otherwise expressly agreed in writing, apply to the exclusion of all other terms and conditions to each transaction (“Contract”) for the purchase of Product (“Product”) by Flexible Technology Limited (“Flexible Technology”) from a supplier (“the Supplier”). These Conditions shall prevail over any other terms and conditions whether contained in a quotation, catalogue, price list, order, acknowledgement, or any other document.

2. An Order will constitute an offer by Flexible Technology to purchase Product, subject to these Conditions, acceptance of which will be indicated by the Supplier acting upon the Order, supplying and/or delivering Product (“Order”). No Order will be valid unless duly signed by an authorised signatory.

3. The Supplier will implement actions to ensure that their Quality Management System (QMS) meets the requirements detailed in Flexible Technology Ltd. Supplier Quality Requirements Document, FTQS 06.

4. Product shall be delivered to the delivery address specified in the Order on the date or within the period specified in the Order Delivery shall take place when the Supplier, its carrier or agent hands over Product to Flexible Technology, its carrier or agent as the case may he (“Delivery”).

5. The time of Delivery shall be of the essence of each Contract and If Product are not delivered on the date or within the period specified in the Order Flexible Technology reserves the right (without prejudice to its rights under Condition 22 below) to cancel the Order pursuant to Condition 18 below.

6. If the Supplier delivers Product to the wrong address, Flexible Technology reserves the right to refuse Delivery at that address or to charge the Supplier for the cost of subsequent transfer of Product to the correct address.

7. The Supplier shall at all times store Product safely and securely in accordance with normal and accepted practice and Flexible Technology’s reasonable instructions (if any) and take all reasonable steps to prevent their deterioration until their actual Delivery to Flexible Technology, its agent or carrier.

8. The Supplier shall not at any time exercise or seek to enforce any lien over any or all of Product.

9. Product must be packed safely, securely and in accordance with usual and accepted practice and Flexible Technology’s reasonable instructions (if any). Product and/or each package must be marked in accordance with Flexible Technology’s instructions and must bear Flexible Technology’s appropriate codes and Order numbers and upon Delivery must be accompanied by a readily accessible packing note detailing the contents. 

10. Packing will be provided at no cost to Flexible Technology.

11. The Supplier shall prior to and on Delivery advise Flexible Technology of any special requirements or hazards relating to the transportation and/or storage of Product and Shall affix warnings and instructions in a clearly visible manner on the outside of their packaging giving notice of such matters.

12. The Supplier shall be liable for any damage and consequential loss incurred by Flexible Technology due to bad or insufficient packing of Product and Flexible Technology reserves the right to reject and return any damaged Product at the Supplier’s expense.

13. Flexible Technology shall be entitled to reject any Product delivered which are not in accordance with the Contract.

14. If the goods are perishable or have a life expectancy of a fixed duration or if there are any circumstances known to you which would adversely affect the lifespan of the goods, you will forthwith advise us in writing of all such necessary and appropriate information regarding there to which shall form part of the description of the goods.

15. The price of Product shall be as stated in the Order. All Prices shall be exclusive of Value Added Tax and any other tax or duty and, unless otherwise specified in the Order, shall be inclusive of packaging, packing, shipping, carriage, insurance and Delivery (“Price”).

16. Payment shall, unless otherwise agreed in writing, be made 30 days following the calendar month in which Product are delivered or invoiced by the Supplier, whichever is later. Flexible Technology reserves the right to deduct from any monies due or becoming due to the Supplier, any monies due to Flexible Technology from The Supplier.

17. Each invoice of the Supplier shall quote the Order number and any other information reasonably required by Flexible Technology and Flexible Technology shall be entitled to reject invoices which do not conform to its reasonable requirements.

18. Legal title, ownership and risk in Product shall pass to Flexible Technology on Delivery, but without prejudice to any right of rejection.

19. Without prejudice of its other rights, Flexible Technology reserves the right to cancel Orders in whole or in part, for any reason, at any time prior to Delivery by notice in writing to the Supplier; provided that Flexible Technology shall, unless The Supplier has breached The Contract, pay a reasonable price for the work in progress relating to that Order at the date of cancellation. Flexible Technology shall not be liable for any other direct or indirect costs or losses of the Supplier including consequential loss, loss of profits and/or loss of production and damage arising from such cancellation.

20. If the Supplier makes any voluntary arrangement with its creditors, becomes subject to an Administration Order, or (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or an encumbrancer takes possession, or a Receiver is appointed over any or all of the property or assets of the Supplier, or the Supplier ceases or threatens to cease to carry on business or Flexible Technology reasonably apprehends that any of the events mentioned in this Condition is about to occur (and notifies the Supplier accordingly) then, without prejudice to any other light or remedy available to Flexible Technology, Flexible Technology shall be entitled to cancel each Contract or suspend any further Orders without any liability on the part of Flexible Technology.

21. Without prejudice to any other rights and remedies of Flexible Technology, the Supplier warrants that:

21.1. The quantity of Product shall be as stated In the Order;

21.2. Product are of satisfactory quality and fit for any purpose held out by or made known to the Supplier by Flexible Technology;

21.3. Product will correspond to their specification at the time of Delivery and shall be free from defects in materials and workmanship (including minor defects however slight);

21.4. The design, manufacture, constructor supply, use and quality of Product comply in all respects with any relevant statute, statutory rule, order, directive or statutory license, consent or permits which may be in force at the time relating to such Product;

21.5. Product and/or their importation do not infringe the intellectual property rights of any other party;

21.6. Product and all supporting literature and documentation comply with all statutory requirements and regulations relating to the sale of Product;

21.7. Product has all necessary export and/or import licenses and complies with all relevant government export and/or import regulations.

21.8 The Supplier should ensure that their staff are aware of the importance of their contribution to product safety, ethical behaviour and product or service conformity.

22. Without prejudice to any other remedy, if the Product have not been supplied in accordance with the Contract then Flexible Technology shall be entitled to require the Supplier, within a reasonable period, to remedy any defect in the Product or to supply replacement Product in accordance with the Contract (which shall include replacement of all Product which by reason of this breach of Contract are not reasonably capable of use by Flexible Technology) or, at Flexible Technology’s sole option (and whether or not Flexible Technology has requested Product to be replaced or defects remedied), treat the Contract as discharged by the Supplier’s breach and require the repayment of the price which has been paid.

23. Without prejudice to any other rights of Flexible Technology, the Supplier shall indemnify Flexible Technology in full against all liability, loss, including consequential and special loss or damage (whether for loss of income, profit or otherwise), damage, costs and expenses (including legal expenses) awarded against or incurred or paid by Flexible Technology, if you fail to comply with any statute, statutory rule, order, directive or regulation under section 21 and any other claims for compensation which arise out of or in connection with, the supply of Product or their use or resale by Flexible Technology. You shall hold any insurance monies payable under this section in trust for us.

24. The Supplier shall maintain insurance to the full value of Product and any other Product, tools, materials, equipment or other property provided by or on behalf of Flexible Technology for use by the Supplier, while these are in the Supplier’s possession or while the risk ties with the Supplier. The Supplier shall also maintain insurance against the liabilities in Conditions 20 and 22 above.

25. The Supplier shall not without the prior written consent of Flexible Technology assign, transfer or sub-contract any of its rights or obligations under each Contract.

26. Each Contract (including the documents and instruments it refers to), together with the Agreement, supersedes all prior representations, arrangements, understandings and agreements relating to the subject matter and, unless otherwise agreed in writing, sets out the entire, complete and exclusive agreement and understanding between the parties relating to the subject matter.

26.1 The supplier must ensure that all records pertaining to product quality for each Contract are retained and maintained for a minimum period of ten years. These records must include Contract documentation, laboratory reports, test data, works orders, purchase orders and material certificates of conformance.

27. The supplier shall grant a right of access by Flexible Technology, their customer, and regulatory authorities to all facilities involved in the order and to all applicable records.

28. Accordingly Flexible Technology may perform any of its obligations or exercise any of its rights under each Contract by itself or through any other company which is a subsidiary of Flexible Technology, provided that any act or omission of any such other member shall be deemed to be the act or omission of Flexible Technology. It is intended that any such subsidiary may benefit under the Contract and enforce its terms against the Supplier.

28.1. Sublet to Condition 26.1 above, no third party shall acquire rights and benefits under the Contract or any statute.

28.2. Any notice given under these Conditions shall be in writing addressed to the registered office or principal place of business of the addressee or such other address that may at the relevant time have been notified as the correct address.

28.3. No waiver by Flexible Technology of any breach of a Contract by the Supplier shall be considered as waiver of any subsequent breach of the same or any other provision.

28.4. Each Contract shall be governed by and construed in accordance with the laws of Scotland and Flexible Technology and the Supplier shall submit themselves to the non-exclusive jurisdiction of the Scottish Courts.

29. Prior to delivery you shall inspect and test the Goods for compliance with the Order and in assessing their fitness for use we shall be deemed to rely on your skill and judgement. You shall if requested by us supply certified copies of records of such inspection and test free of charge. You will grant to us or our nominated representatives right of access at all reasonable times for the purpose of checking progress and carrying out witnessing tests and or inspection procedures. Such tests and inspections as we may carry out shall not in any way diminish, affect or impair your obligations.

30. This order and the subject matter there of shall be treated as confidential between the parties and shall not be disclosed or publicised to any third party for any reason without prior written consent.

30.1 You will not use our name or other identity for advertising or publicity purposes without our written consent.

30.2 You will not copy, publicise or make available to any third party and drawings, patterns, tooling or any kind, written instructions, specifications and other technical papers, supplied by us or produced by you at our cost for the purposes of this order, and the same shall remain our property, and must be returned to us on demand free of charge.

31. You will indemnify us against and any liability, loss, damages, claims, costs and expenses arising out of any claim in respect of any infringements or alleged infringements of any patent, trademark, registered design or copyright or other proprietary rights whether in the United Kingdom or elsewhere resulting from the design, manufacture, use, supply or re-supply of the goods.