1. Definitions

In these conditions the expression ‘the Company’ shall mean Arrowsmith Engineering (Coventry) Ltd. ‘Goods’ shall mean all deliverable items described in our purchase order.

2. Orders Authorisation and Conditions of Order

We shall not be liable in respect of any orders other than those issued or confirmed on our printed official forms duly signed by one of our authorised officials and the conditions set out herein shall be the conditions of the contract. No written or printed terms inconsistent therein or additional thereto shall be binding upon us unless expressly accepted in writing by one of our authorised officials and unless so accepted in writing, delivery of the goods shall be deemed to be an unconditional acceptance of this order.

3. Supply of Goods and Service Act 1982

If and in so far as these conditions are inconsistent with or add to the Supply of Goods and Services Act 1982, these conditions shall prevail.

4. Conflict Mineral and Metals Policy

The policy of Arrowsmith Engineering (Coventry) Ltd is to completely exclude all Conflict Minerals and Metals from its supply chain.

5. Modern Slavery Policy

The policy of Arrowsmith Engineering (Coventry) Ltd is to completely exclude all products and services produced by Modern Slavery from its supply chain. All steps must be undertaken to ensure its operations and supply chain are free of human trafficking and slavery.

6. Specifications and Markings

6.1. The goods must be supplied exactly in accordance with the Purchase Order and any specifications, drawing, process instruction or procedure defined therein. No variation from the requirement shall be permitted without the written authority of the Company.

6.2. Except for the manufacturer’s name, address and reference number, the date of manufacture and any other information relating to the function of the goods usually incorporated by the manufacturer, no marking not authorised by us shall appear on any part of the goods

7. Settlement Terms

Unless otherwise agreed, payment of the price will be upon a net 60-day basis. The invoice must be forwarded to our registered office as shown above, unless otherwise stated.

8. Price Basis

Unless otherwise agreed, the contract price will be a fixed price delivered to our premises.

9. Company Property

9.1. All materials, patterns, dies, jigs, fixtures and like tooling together with any specifications, drawings, process sheets and the like, or any other property whatsoever supplied to the Seller by the Company to our order must not, without written consent of the Company be used for or in connection with the production of any goods whatsoever other than the goods ordered by us. The Seller shall ensure that such items are always identified as the property of the Company and must be returned to the Company immediately on demand.

9.2. Insurance - All our property such as mentioned in condition 7a) hereof together with materials and components free issued by us in connection with our Purchase Order must be fully insured by the Seller against all risk of whatsoever nature until it has been received back by the Company.

10. Indemnities

The Seller shall indemnify and hold harmless the Company from any loss, damage, and expense, including all legal fees, incurred or sustained by the Company caused by or resulting from any defect in the Goods or by reason of the failure of the Seller to conform to the terms of the Purchase Order.

11. Publicity

All orders placed by the Company are strictly confidential. The Seller must not publish or cause to be published by any means whatsoever any details concerning the goods, the subject of a Purchase Order, without prior consent of the Company in writing.

12. Confidentiality

12.1. All information which is or may be divulged to the Seller and any information relating to the Company business or products which may have come or may come into the possession of the Seller in the course of carrying out a Purchase Order, shall be treated by the Seller as strictly confidential and shall not without the prior written consent of the Company be disclosed to any third party or parties not be used or copied for any purpose(s) other than for the execution of the Purchase Order. The provisions of this condition do not apply to information which is or comes into the public domain otherwise than through a breach of this condition.

12.2. If a Purchase Order requires or permits the entry by the Seller or any permitted or approved subcontractor mentioned in Condition 12 thereof inside the Company factory it is a condition of the Purchase Order that the Seller and any subcontractor and its and their employees shall regard as strictly confidential any processes, specifications or other information which shall come into its or their knowledge in the course of any such entry and any such processes, specification and other information shall not be disclosed to any third party without previous consent in writing. The Seller shall obtain from any such subcontractor an undertaking in the terms of this condition.

13. Subcontracting

The Seller shall not without prior consent of the Company in writing sub-let the contract or any part thereof other than for materials or for any part of the goods of which the makers are named in the order or specification. Any such consent shall not relieve the Seller of any of his obligations under the contract.

14. Delivery Date

14.1. Time for Delivery and Extensions - Time shall be of the essence of this contract. The goods shall be delivered at the time specified in the order. If, owing to industrial disputes or any causes outside the Seller’s control the Seller is unable to deliver the goods within the specified time then provided that the Seller shall have given us notice in writing without delay of his intention to claim an extension of time the Company shall grant the Seller such extension as the Company may consider reasonable. In the event of significant delay, the Company reserves the right to terminate the Purchase Order in whole, or in part, without incurring any liability to the Seller.

14.2. Deferment of Delivery - In the event of the Company’s normal course of manufacture being interrupted, restricted, hindered or delayed by any cause whatsoever, beyond the reasonable control of the Company or by any exceptional causes whatsoever, the Company are at liberty to defer the date or dates of delivery.

14.3. Delay in Delivery - If the goods or any part thereof are not delivered within the time specified in the order or any deferment or extension of time or times the Company shall be entitled to recover from the Seller as liquidated damages and not by way of penalty at the rate of one half of one per cent (0.5%) per week for the first four weeks and at the rate of one per cent (1.0%) per week thereafter of that part of the contract price which is properly apportionable to the undelivered goods and to any other goods already delivered under the contract which cannot be effectively and commercially used by reason of the non-delivery of the said undelivered goods for each week or part of a week during which the order shall remain uncompleted. The Company shall be entitled to deduct such damages from any moneys otherwise payable by the Company under the terms of the Purchase Order or otherwise. The total amount payable by way of damages under this condition shall in no event exceed ten per cent (10%) of the said contract price and such damages shall not relieve the Seller from any of its other obligations or liabilities under the Contract.

15. Delivery

15.1. The goods are to be delivered to the destination as ordered. They must be delivered in good order and condition. Quantities must not exceed those ordered or specified.

15.2. Unless specifically ordered, no cases, wrappers nor packing or any kind will be paid for. Should any cases arise where wrappers or packings be ordered, charges therefore are to be shown on a separate invoice and such cases may be returned to the Seller who shall forthwith on receipt thereof in good order refund charges therefore.

16. Quality Assurance and Surveillance

The Company reserves the right of entry to the Seller’s premises for its authorised Representatives, customers, customers’ representatives, and/or the regulatory authorities, at mutually agreeable times, to carry out quality surveillance and product verification. Such surveillance/verification shall not absolve the Seller of its responsibility to supply conforming goods, and may not be used as evidence of effective control. Records of documents received by the Seller, and created by the Seller, shall be retained and available for review by the Company, their customer, customers’ representatives, and/or the regulatory authorities. Records and documents relating to Arrowsmith parts shall be retained by the Seller in accordance with Arrowsmith Customer Requirements passed down through the Purchase Order (e.g., RR SABRe, Meggitt MPRC_10, Siemens EBQR) All goods and/or services shall be provided by the Seller in accordance with one or more of the following clauses as detailed on the Purchase Order, and explained below:

16.1. This is part of an aerospace order and must satisfy the requirements of AS9100 and BS EN ISO 9001.

16.2. This is part of a Rolls-Royce order and must satisfy the requirements of RR9000:SABRe process, procedural and material specification requirements.

16.3. It is a requirement of this purchase order that Arrowsmith Engineering (Coventry) Ltd and their customers reserve the right to verify at source that purchased items conform to specification.

16.4. A Certificate of Conformity is required with the materials and/or services supplied with this purchase order.

16.5. The order shall be subject to the Seller’s quality organisation as registered to BS EN ISO 9001. A Certificate of Conformity is required.

16.6. A Certificate of Analysis and Physical Properties is required. In the case of stockists, a copy of the original manufacturer’s certificate is required.

16.7. The order is subject to the special requirements stated in the Purchase Order.

16.8. A Commercial Advice Note only is required detailing the items being supplied. It is a requirement of this purchase order that the Seller will flow down to sub-tier suppliers the applicable requirements in the purchasing documents, including key characteristics where required. The Seller will not use any sub-tier suppliers or special process sources, other than those approved by the Company and the end customer.

17. Counterfeit Material and Product Control

The Seller shall control material and product with the potential to be delivered to Arrowsmith Engineering to ensure only authentic and conforming product is delivered in accordance with the intent of SAE AS6174 and Arrowsmith Procedure No 19 “Counterfeit Material and Product Control”.

18. Non-Conforming Product

18.1. The Seller shall notify to the purchaser all instances of non-conforming product.

18.2. The Seller shall await arrangements from the purchaser for the disposal of any non-conforming product.

18.3. The Seller shall flow down these requirements to sub-suppliers and sub-contractors.

18.4. Any delivered non-conforming product (escapes) into Arrowsmith shall be subject of full RCCA investigation, the findings of which shall be detailed on Arrowsmith 8D Form AQD 08 15 along with supporting objective evidence.

18.5. Responses to Arrowsmith 8D requests shall be returned to the 8D raiser with full containment within 48 hours, full completed RCCA within 30 days of report date.

18.6. Arrowsmith reserve the right to audit corrective action responses on-site at Supplier premises to validate corrective action affectivity.

19. Changes

19.1. The Seller shall notify the purchaser of any changes in product and/or process definition, changes of suppliers, changes of manufacturing facility location and, where required, obtain the Company’s’ approval.

19.2. When the seller has or is notified of any supplier change in quality leadership personnel or reporting structure, changes in scope, name, address, or approval status of QMS registrations, (see AS13100 Table 2), applicable Production Organization holder approvals, and special process accreditations, the organisation shall assess the impact and implement appropriate mitigation actions. This should include notification to the purchaser, as appropriate. For 9100 certified Suppliers, the OASIS database, and the OASIS NG (Next Generation) Feedback Process shall be used.

20. Defects

20.1. It is a condition that the Seller must replace with all reasonable speed, free of charge or pay the cost of local replacement of any goods or parts thereof which may prove defective through faulty design (other than a design made or furnished by the Company) material or workmanship within 12 months from the date of delivery.

20.2. If any goods supplied under the Purchase Order requiring further processing before use shall prove to be defective whilst in the course of such processing the Seller will be liable to the Company for the cost of any labour expended in conjunction with such processing in addition to any legal rights which the Company may have in respect of such defective goods.

21. Determination

The Company shall be entitled at any time by fourteen (14) days notice in writing to determine the contract and on such determination:

21.1. The Seller shall assign to the Company if it is practicable to do so the benefit of any sub-contract entered into by the Seller in connection with the goods the subject of the purchase order, or terminate any such sub-contract.

21.2. The Seller shall be entitled to be paid:- i. The sums remaining payable to the Seller under the terms of the Purchase Order in respect of work done and goods provided up to the date of determination ii. Any sums, which have necessarily been paid out by the Seller in order to carry out the Seller’s obligations under (a) above iii. Any other reasonable costs or expenses incurred by the Seller by reason of such determination. The Seller will not be entitled to any further payment. Should any dispute arise as to the amounts to be paid to the Seller under (b) hereof the matter shall be referred to an arbitrator agreed upon between the parties (or in default of agreement, appointed by the President for the time being of the Institute of Mechanical Engineers) whose decision shall be final and binding upon both parties.

22. United Kingdom Health and Safety at Work Act 1974

The Seller shall comply in respect of the goods with the duties laid down in section 6 of the Health and Safety at Work Act 1974 and shall indemnify the Company against all damage costs, losses, charges, expenses or liabilities whatsoever caused by or arising out of any breach of those duties.

23. Hazardous Materials

The Seller must advise upon receipt of a Purchase Order if the goods to be supplied contain any hazardous or harmful materials. Data sheets must be provided for all products to enable a COSHH assessment to be produced. In particular, the Company requires notice of the inclusion of any banned substances under REACH regulations (or products that have a future sunset sate) or substances referred to in the Montreal Protocol.

24. Documentation

Where appropriate the Seller shall provide the documentation comprising operating instructions and parts lists including comprehensive spares listing. All documentation supplied shall be in the English language, including that required under Condition 13 above.

25. Governing Law

The contract shall in all respects be constructed according to, and governed by the Law of England.

26. Export and Import Customs and Control Laws

Irrespective of the applicable Incoterm, if Products are exported directly to a country outside the European Union, the Seller will provide appropriate export customs documentation to the Customer or its designated freight forwarder. The Customer guarantees correct closure of the related customs procedure in due time on leaving the European Union or the country of dispatch. In case of noncompliance, the Customer shall be liable for any additional costs and charges imposed on the Seller by the national tax administration. If the Seller transports the Products by ferry-flight, the Customer will have to provide additional documentation to the Seller to prove exportation for VAT purposes. The Seller will inform the Customer of the required documentation in due time before the delivery date. The Seller acknowledges that any information provided to or received by it in accordance with an Order may be subject to export control laws and regulations including, without limitations, the United States Department of State International Traffic in Arms Regulations (“ITAR”) and the United States Department of Commerce Export Administration Regulations (“EAR”). The Seller agrees that it will strictly comply with all applicable requirements under such laws and regulations. The Seller warrants and undertakes that it will not use or permit the use of, export or transfer (by any means, electronic means or otherwise), any information or Deliverables which are subject to export control laws and regulations without complying in all respects with the applicable export control laws and regulations including, without limitations, all codes of conduct, relevant export licence(s), guidelines, notices and instructions in relation to any use, export or transfer of information or Deliverables.

27. Data related Liability

Notwithstanding anything to the contrary in the Contract, the Seller shall not be liable toward the Customer in the frame of the analysis of the Customer’s data as a result of the disclosure of confidential information by the Customer to the Seller or as the result of any exchange or analysis of information collected through the process.

28. Ethics

The Seller undertakes that its directors, employees, agents, representatives, contractors or sub contractors, or any other person acting on its behalf will not:

28.1. Give, agree or promise any financial or other advantage to or for the benefit of any person for the purpose of influencing or rewarding any act or decision of any representative of Arrowsmith in relation to the issue of any Order or

28.2. engage in any other activity, practice or conduct which would constitute an offence under any Ethical Legislation. The Seller will have in place adequate procedures designed to prevent any person working for or engaged by the Seller or any other third party, from engaging in any activity, practice or conduct which would infringe any ethical legislation.

29. Foreign Object Debris / Foreign Object Damage (FOD)

The seller shall establish and maintain an effective FOD prevention program that meets the requirements of AS9146.

30. Engineering Document Approval

The seller is responsible for ensuring that engineering documents such as special process data cards, technique instructions, MVA’s/FPA’s, qualification and source changes are approved by Type Certificate Holder, maintained and up to date as required. All documentation shall be approved prior to manufacture and shipment to the Buyer in accordance with OEM governing specification flowed though PO e.g. SABRe / RRP50000. It is assumed that product lead times include time taken to conduct this activity.

30. Raw Material and Special Processes were

Material and Special Process Test results shall reflect all requirements of the drawing and/or specification and conform to drawing and/or specification limits. Documented evidence of this conformity including listing of each material element or test result in the applicable test report tracing back to the originator (mill) for raw material.

The applicable test report shall be signed by a cognizant test laboratory person, clearly confirming which of the following is correct:

30.1. All tests and inspections have been performed and results meet the drawing and/or specification requirements, or

30.2. All tests and inspections have been performed and the results meet all the drawing and/or specification requirements, except _____________, which does not meet requirements, or

30.3. All tests and inspections have been performed and the results meet all drawing and/or specification requirements, except test(s) _______________, which was not performed in accordance with the drawing and/or specification requirements.

Revised June 2022