PURCHASE TERMS & CONDITIONS |

Unless otherwise agreed in writing these General Conditions represent the only conditions upon which RMDG Aerospace Ltd. is prepared to procure goods specified overleaf.

No order is valid unless written on the Company's official order form bearing an order number and signed by an authorised signatory of the Company. In the event that an acceptance copy is attached to the order this must be returned to the Company to confirm acceptance. No other terms of conditions shall be applicable to the order than those variations specifically agreed in writing. The Company will refuse payment for goods not ordered on its official order form.

An advice note bearing the company's official order number must be sent to the Company on the same day that the goods are despatched with one copy of the advice note enclosed with the goods.

Invoices showing purchaser's official order number (and part number) must be despatched within 7 days of despatch of goods. Delay in sending invoice may delay payment.

Payment will be made 60 days from month end of invoice receipt, unless otherwise agreed with our Accounts Department.

The prices quoted by the supplier are accepted as the fixed maximum price and no BEAMA or similar escalation charges will be accepted unless previously agreed in writing between the seller and the Company. In the event of any general reduction in cost of production of the supplier the Company shall be entitled to receive an immediate reduction in price of the goods and if the supplier during this contract and to the Company's knowledge quotes for or supplies similar goods to other purchasers on better terms the Company shall be entitled to the lower prices retrospectively.

The goods must be delivered in the quantities and at the time stated on the Company's instruction if delivery is delayed due to circumstances of a Force Majeure nature the Company is prepared to grant a reasonable extension at its sole discretion provided that written notification of such delay is given immediately. The Company reserves the right to cancel in whole or in part without liability if delivery is not completed within time stated or within agreed extension.

Where goods are ordered for delivery over a period of time, whether or not in accordance with a delivery schedule the Company reserves the right on reasonable notice to fix or vary the rate.

Delivery shall be carriage paid to locations specified by the Company, at the supplier's risk with suitable transport at supplier's option. All goods in transit must be properly insured by the supplier and the Company reserves the right to collect the goods in its own vehicles in which case the supplier will make an appropriate allowance on the price. In respect of goods purchased outside the U.K. unless otherwise specified, the goods shall be delivered C.I.F English Port with transit insurance extended to cover goods up to delivery to the specified destination point. The Company will be entitled to purchase replacement goods elsewhere and to charge the supplier with all loss, expense and cost incurred. The goods must be suitably preserved and packed and the absence of any agreement to the contrary, any packing, etc., at the time of quotation is non-chargeable and non-returnable. Any charge for packaging must be rendered by a separate account and credited in full upon return.

The Order will be considered accepted if no notice of non acceptance is received from the supplier within 7 working days of placing the order. Acceptance of the order by the seller constitutes a contract between the Company and the seller, and is an acceptance by the seller of the terms and conditions stated hereon. Any subsequent conditions placed by the seller will not supersede the Terms and Conditions on the order.

The supplier cannot without the Company's prior written consent directly or indirectly assign, transfer or sub-contract to any third party any order, or part order of the Company. In all circumstances the supplier remains personally responsible for the due fulfillment of the order.

Unless previously authorised in writing, no quantity of goods produced in excess of that specified in the order will be paid for. Excess goods will always be at supplier's risk and may at any time be returned to the supplier at his risk and expense.

In the event that jigs, tools, drawings etc. including materials are delivered to the supplier by the Company, they may not be used by the supplier for any purpose other than the manufacture of goods for the Company. Information etc., will be treated by the supplier as confidential and not disclosed to others. Jigs and tools, etc., will be held by the supplier in safe custody and free from loss, damage etc., and well maintained. They are returnable immediately to the Company upon demand. The property in the Company's material, whether charged to the supplier or not will remain with the buyer. The risk passes to the supplier on delivery. The supplier will render to the Company on request a complete record of consumption.

(i)The Company, their customer and regulatory authority reserves the right to inspect a production process at the suppliers works or any goods acquired by the supplier for the order and if necessary to inspect the goods prior to dispatch at the supplier's premises. Such inspection shall not, however, be construed to mean acceptance for the goods and goods which fail to pass such inspection will be liable to rejection at suppliers risk and must be replaced or be re-done by the supplier immediately or as may other wise be agreed without further charge. The Company can at its discretion retain them to bring them up to the standard required and the Company can also purchase elsewhere replacements for such defective goods. Any loss or expense incurred thereby by the Company shall be promptly met by the supplier.
ii) Where applicable the supplier shall satisfy the requirements of the purchase order, drawings and related specifications.
Goods and work shall be inspected and released by the supplier in accordance with one or more of the following requirements as directed:
(a) The supplier's own inspection organisation as authorised by formal approval to BS EN ISO 9000:2000 or AS/EN 9100.
(b) The supplier's own inspection organisation as authorised by RMDG Aerospace Limited under the terms of their Quality Control Requirements for suppliers of RMDG Aerospace Limited.
(c) The inspection requirements quoted in the main body of the order.

Quality Requirements

Parts shall be delivered to RMDG in strict conformity with the terms of the Purchase Order, Specification(s) and Drawing(s) and all other applicable quality requirements. In exceptional circumstances where both parties agree on the acceptance of a part with a non-conformity, this must be documented and approved prior to delivery, the minimum cost to be invoiced shall be as follows:

Non-conformance identified at supplier and agreed by RMDG Aerospace Limited = £100.

Rejections by the Final Customer shall be considered a serious breach of contract and may lead to all work being withdrawn at RMDG Aerospace discretion. In this case RMDG Aerospace will receive the full support of the supplier concerned and any costs incurred shall be considered and agreed prior to an invoice being raised.

Any product non conformity identified after receipt of parts at RMDG Aerospace Limited will be liable to a minimum penalty charge of £200.

If the supplier becomes aware of a non-conformity after delivery then RMDG Aerospace must be informed with immediate effect so that containment actions can be implemented accordingly.

RMDG Aerospace, their customer and regulatory authorities reserve the right to access all facilities involved in the order and all applicable records produced to fulfil the order.

If the supplier has approval to use sub-contract processes all applicable requirements of the Purchase Order must be communicated in full to the sub-tier supplier.

RMDG Aerospace shall maintain monitors of quality and delivery achieved against that stated in the order requirements.

If it can be shown that there are deficiencies in the quality and/or delivery then this will be notified to the Supplier and the Supplier shall produce a recovery plan to rectify such deficiencies. If the deficiencies continue, then RMDG Aerospace may terminate the order without any obligation to compensate the Supplier for such cancellation.

Any significant change in the organisation, product or in the quality system procedures of the supplier will be relayed to RMDG Aerospace for evaluation and acceptance/approval as applicable.

The supplier will guarantee that raw materials and other bought out elements, used in the manufacture of components defined in the Purchase Order and will be obtained from Customer approved sources, where applicable, and will comply with applicable specifications and RMDG Aerospace Purchase Order requirements. All Purchase Order requirements shall be flowed down to the whole supply chain.

All goods delivered under any order of the Company must unless previously agreed by the Company, be strictly to the quality required by and in complete accordance with quality control, engineering and building specifications, drawings, descriptions, samples or any other data furnished by or adopted by the Company irrespective of whether or not tools and patterns are supplied by the Company and all goods supplied must be in new and in good condition when delivered.

The supplier will fully indemnify the Company against all possibilities of damages, consequential loss etc, in consequence of any defect in design which is not of the Company's origin or any defective work or material. In the event that such a claim is made against the Company, the supplier will render all reasonable assistance as required by the buyer to settle or defend any such claim. If required by the Company the supplier will formally sign and deliver to the Company standard form of contractors indemnity.

The supplier warrants that all goods supplied are fit and sufficient for the purpose for which they are intended to be used and that they are of merchantable quality and free from defects with patent or latent in both material and workmanship. The benefit of this warranty will pass to the Company and to persons to whom the other goods incorporating the supplier's goods may be sold. Within a period of 12 months any defect/faults to be made good free of charge.

Where the components or appliances for the manufacture of which this (order, contract, or sub-contract) provides are specially designed by the Company for incorporation in or use in connection with units as designed and made by the Company. It is agreed that the information, drawings and particulars given by the Company to contractors in respect of their design of manufacture will not hereafter be used by them for their manufacture or sale to supply them to any company form or person other than the Company.

The supplier additionally warrants that the goods insofar that they are not designed by the Company may be sold anywhere in the world without infringing patents and the supplier indemnifies the Company against damages, compensation, etc., as a result of any claim. In the event that the Company believes that a patent is being infringed it reserves the right to cancel the contract without incurring any liability.

The supplier will mark the goods as required by the Company. Unless the goods are proprietary and of supplier's design intended for sale generally, suppliers shall not without the Company's prior written consent mark the goods with any trade mark, name or device whatsoever.

In the event that the Company order is placed in connection with a contract with a Government Department the Company's order is deemed to be subject to the appropriate terms of conditions of such a Government contract and details will be made available to the supplier upon request. In the event of the Government Department canceling any such contract, the Company may without liability determine any contract resulting from this order.

Any communication in connection with this contract shall be validly served if sent to the address to which the Company's formal acceptance of order was sent. Application of English Law The construction and validity of the contract should be governed by English Law and subject to its arbitration.