Terms & Conditions

TERMS AND CONDITIONS RELATED TO CUSTOMERS

1. DEFINITIONS:

- "Buyer" means the person, firm or company who buys or agrees to buy the goods from the Seller or whose order for the Goods is accepted by the Seller.
- "Consumer" means the individual or entity who enters into a Contract to obtain Goods or Services from the Seller for purposes which are outside its trade, business or profession.
- "Contract" means any contract between the Seller and the Buyer or Consumer for the sale of the Goods or supply of the Services.
- "Delivery Date" means the date specified by the Seller when the Goods are to be delivered.
- "Goods" means the articles that the Seller supplies to the Buyer under a Contract.
- "Price" means the price of the Goods or Services excluding Carriage, Packing, Insurance and VAT.
- "Seller" means Amelec Ltd, 101 Moreton Street, Chadsmoor, Cannock, Staffordshire, WS11 5HN.
- "Services" means any services which the Seller provides to the Buyer under a contract.
- "Terms and Conditions" means the Terms and Conditions of sale set out in this document together with any special terms agreed in writing between the Buyer and the Seller.
- "Working Days" means from Monday to Friday.
- "Writing" includes e-mail, electronic data interchange, facsimile, cable transmission and comparable means of communication.

2. CONDITIONS APPLICABLE:

- These conditions shall apply to all contracts for the sale of Goods or Services by the Seller to the Buyer to the exclusion of all their Terms and Conditions including any Terms and Conditions which the Buyer may purport to apply under any Purchase Order, Confirmation of Order or similar paper work. Each order or acceptance of a quotation of Goods or Services will be deemed to be an offer by the Buyer to purchase Goods or Services upon these Terms and Conditions.
- The contract is formed when the order is accepted by the Seller. No contract will come into existence until the acceptance, either orally or writing, of an order by the Seller. All orders must be on the Seller's standard order form.
- Any quotation is valid for a period of 24 hours only from its date, provided the Seller has not previously withdrawn it.
- Acceptance of delivery of Goods shall be deemed conclusive evidence of the Buyer acceptance of these Conditions.
- Any variation of these conditions (including any special Terms and Conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3. PRICE AND PAYMENT:

- The price shall be the Seller's quoted price. The price is exclusive of VAT, which shall be due at the rate ruling on the date of the Seller's invoice. The Seller reserves the right to amend prices at any time without prior notice. Errors and omissions are excepted.
- Payment of the Price and VAT (if applicable) shall be due and payable on the date of the invoice unless credit terms have been specifically agreed in advance. Credit terms may be available subject to status, with payment terms being strictly 30 days Net Monthly (unless stated otherwise on invoice) from date on invoice. Time for payment shall be of the essence.
- The price is payable free of any right of set off, lieu or counterclaim.
- Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above HSBC Bank's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
- The Seller may at any time suspend the provision of the Goods and the Services if the Buyer is late in making any payment due to the Seller.

4. GOODS AND SERVICES:

- The quantity and description of the Goods and Services shall be as set out in the Seller's quotation. Errors and omissions excepted. All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any description or illustration contained in the Seller's catalogue's or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services represented by or described in them. They will not form part of the Contract and this is not a sale by sample.
- The Buyer will ensure that the Goods and Services purchased are suitable and compatible with his requirements.
- The Seller reserves the right to impose minimum order quantities per line item or minimum order values per order.

5. DELIVERY:

- The Goods shall be delivered to the Buyer's premises. The Services will be performed at the location agreed between the Buyer and the Seller and as specified on the order form or at such location as otherwise agreed in writing between the Seller and the Buyer.
- Delivery of the Goods will be accepted at any time of the day. If the Buyer fails to take delivery, or provide any necessary instructions or documents, the Goods will be deemed to have been delivered and the Seller, without prejudice to its other rights, may at its option:
1. store or arrange for storage of the Goods until actual delivery or sale and charge the Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
2.use reasonable endeavours to rearrange delivery but, if unable to rearrange delivery, following written notice to the Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the price under the Contract or account to the Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
- Any date quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.
- Where the Goods or Services are to be delivered by Schedule Delivery, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer to treat the Contract as a whole as repudiate.

6. RISK AND TITLE:

- Risk of damage to or loss of the Goods shall pass to the Buyer:
1. in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
2. in the case of Goods to be delivered otherwise than at the seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
However, if the Buyer is dealing as a Consumer, the Goods shall remain at the Seller's risk until they are delivered to the Consumer.
- Notwithstanding delivery and the passing of risk in the Goods, or any other provisions of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods or Services and all other Goods or Services agreed to be sold by the Seller to the Buyer for which payment is then due.
- Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
- Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

7. WARRANTIES AND LIABILITY:

- The warranty period between the Buyer and the Seller is strictly 12 months unless otherwise stated. Under no circumstances can this warranty be extended and warranties given by the Manufacturer, dealer or any other party is expressly excluded from this Contract between the Buyer and the Seller.
- Subject as expressly provided in these conditions and except where the Goods are sold to a person dealing as a Consumer (within the meaning of the Unfair Contract Term Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Where the Goods are sold under a Consumer transaction as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the buyer are not affected by these Conditions.
- Any claim by the Buyer which is based on shortage or non-delivery or on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 3 working days from the date of delivery or due date for delivery or (where the defect or fault was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
- Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, issue a credit note to the Buyer to the value of the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
- In the case of components that require replacement, these shall be to the same capacity or higher and not necessarily of the same specification or manufacturer.
- The Buyer shall take necessary Anti-Static precautions when handling any electronic component. Any damage as a result of improper handling will void any warranty.
- If a faulty item is to be repaired then the Seller may take a reasonable time to effect such repair, which may include the time taken to return it to the original supplier. The Seller shall not be liable for any loss whilst the Goods are being repaired or tested.
- Goods returned to the Seller by the Buyer will remain at the risk of the Buyer unless prior agreement has been reached by both parties. This imparts responsibility to the Buyer to fully conform to the Seller's quality procedures relating to the return of disputed goods by the issue by the Seller of a valid Returns Authorization Number to the Buyer. It is additionally the responsibility of the Buyer to ensure that returned Goods are correctly packaged and all necessary associated documentation is included.
- Except in respect of death or personal injury caused by the Seller's negligence and save where the Buyer is dealing as a Consumer, the Buyer agrees to indemnify, keep indemnified and hold harmless the Seller from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injures, direct, indirect and consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which the Seller incurs or suffers as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance by the Buyer of the terms of the Contract.
- The Seller will not be liable to the Buyer for any failure or delay or for the consequences of any failure or delay in performance of the Contract, if it is due to any event beyond the reasonable control and contemplation of the Seller, including, without limitation, acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act of terrorism and national emergencies and the Seller will be entitled to a reasonable extension of time for performing such obligations.

8. INSOLVENCY OF BUYER:

- This clause applies if:
1. the Buyer makes any voluntary arrangement with their creditors or 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
2. an incumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer; or
3. the Buyer ceases, or threatens to cease, to carry on business; or
4. the Seller reasonably apprehends that any of the events mentioned is about to occur in relation to the Buyer and notifies the Buyer accordingly.
- If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

9. TERMINATION:

- The Seller may by written notice terminate the Contract if the Buyer is in material breach of the Contract or enters in one of the situations described in Condition number 8 or any other arrangements or situations which has a like effect.
- The termination of the Contract howsoever arising is without prejudice to the rights, duties and liabilities of either the Buyer and the Seller accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be in force notwithstanding termination.

10. INTELLECTUAL PROPERTY:

- All intellectual property rights in the Goods belong to the Seller or its licensors absolutely. All intellectual property right created, developed or discovered by the Seller (whether alone or with any other person including the Buyer) in the provision of the Goods or Services shall belong to the Seller absolutely.
- The Buyer may not:
1. make or distribute copies of the Goods or Services;
2. sell, sub-license or transfer the Goods or Services to any third party:
3. make any public presentation using the Goods or Services or any printed copy of the same without the prior written consent of the Seller.
- All information relating to a company or an individual, which is communicated or generated in the normal course of business, will be subjected to the Data Protection Act (1998).

11. OVERSEAS CUSTOMERS AND EXPORT TERMS:

- Goods supplied to overseas Buyers are supplied FOB (Free On Board) provided that to the extent that the FOB conditions conflict with these terms, these terms shall prevail. Delivery to the Buyer’s UK shipping Agent shall constitute delivery to the Buyer for the purposes of these terms. Unless otherwise agreed by the Company in writing the Buyer shall be responsible for all duties, levies, imports, taxes or other liabilities arising on the exportation of the Goods from the United Kingdom and importation of the Goods overseas.
- In these Conditions "Incoterms" (International Commercial Terms) means the international rules for the interpretation of trade terms of the International Chamber of Commerce in force at date when the Contract is made. Unless the context otherwise requires, any terms or expression which is defined or given a particular meaning by the provision of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
- Where the Goods or Services are supplied for export from the United Kingdom, the provision of these clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provisions of these Conditions.
- The Buyer shall be responsible for complying with legislation or regulations governing the importation of the Goods into the country or destination.
- Unless otherwise agreed in writing between the Buyer and the Seller the Goods shall be delivered FOB the air or the sea part of shipment and the Seller shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
- The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller's premises before shipment. The Seller shall have no liability for any claim in respect of any defects in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
- Payment of all amounts due to the Seller shall be made via electronics bacs, cheque or wire transfer.
- The Buyer undertakes not to offer the Goods for resale in any country notified by the Seller to the Buyer or in respect of a country which the Buyer knows or ought to have known the sale of the Goods is restricted by the manufacturers or the government of such country at or before the time the Buyer's order is placed, or to sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods in any such country.

12. GENERAL:

- Save as set out in the Contract, these Terms and Conditions may only by varied or amended in writing and signed by the Seller.
- The Contract is personal to the Buyer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without the Seller's prior written consent.
- The Contract contains all the terms which the Seller and the Buyer have agreed in relation to the Goods and/or Services and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such Goods and/or Services. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in this Contract.
- The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
- For the avoidance of doubt should there be any conflict between the Terms and Conditions of sale set out in this document and any special terms attached to them, then the special terms shall prevail.
- If any provisions of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

13. GOVERNING LAW AND JURISTRICTION:

The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any Contract will be governed by English law. The English courts will have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with the Contract. The parties agree to submit to that jurisdiction.

BUYERS DEALING AS CONSUMERS HAVE OTHER RIGHTS GRANTED BY LAW IN ADDITION TO THOSE SET OUT IN THESE TERMS AND CONDITIONS WHICH THE SELLER CANNOT EXCLUDE. THESE TERMS AND CONDITIONS DO NOT AFFECT THOSE OTHER RIGHTS GRANTED BY LAW.

TERMS AND CONDITIONS RELATED TO SUPPLIERS

1. DEFINITIONS:

- "Buyer" means Amelec Ltd, 101 Moreton Street, Chadsmoor, Cannock, Staffordshire, WS11 5HN.
- "Contract" means any Contract between the Seller and the Buyer for the sale of the Goods or supply of the Services.
- "Delivery Date" means the date specified on the Order unless otherwise agreed in writing between the Buyer and the Supplier.
- "Goods" means the articles that the Seller supplies to the Buyer under a contract.
- "Price" means the price of the Goods or Services excluding Carriage, Packing, Insurance and VAT.
- "Services" means any services which the Seller provides to the Buyer under a contract.
- "Supplier" means the person, firm or company to whom the Purchase Order is addressed.
- "Terms and conditions" means the Terms and Conditions of sale set out in this document together with any special terms agreed in writing between the Buyer and the Seller.
- "Working days" means from Monday to Friday.
- "Writing" includes e-mail, electronic data interchange, facsimile, cable transmission and comparable means of communication.

2. ORDER:

- The Buyer agrees to purchase the Goods and/or Services from the Supplier for the Price subject to these Terms and Conditions.
- Delivery of the Goods and/or Services to the Buyer by the Supplier shall constitute acceptance of this order on these Terms and Conditions.
- Should there be any inconsistency between this order and any Terms and Conditions, whether express or implied, contained in the Supplier's quotation, correspondence, agreement, acceptance of this order, invoice or elsewhere, then the Terms and Conditions of this order shall prevail.
- All Supplier exceptions to these Terms and Conditions, if any, shall be made in writing at the time of confirmation. The Buyer shall have the right to accept or reject any such exception in its sole discretion.
- The Buyer gives authority to the Order by his / her name bottom left hand side - no signature is required

3. TERMINATION OF THE ORDER:

- If the Supplier is in material breach of any term of the order the Buyer may, at its sole discretion, immediately terminate the order by giving notice in writing to the Supplier.
- The Buyer reserves the right to terminate the order for Services, for convenience, at any time upon three months' prior written notice to the Supplier.

4. DELIVERY:

- The Supplier shall deliver the Goods and/or Services to the Buyer at its own expense by the Date Delivery Required to either the Delivery Address or in accordance with the Special Delivery Instructions written by the Buyer. Time shall be of the essence.
- Risk in the Goods will pass to the Buyer on the Buyer's acceptance of delivery.
- Unless otherwise specified in the Special Delivery Instructions, Delivery shall occur when the Goods have been unloaded at the Delivery Address or at other premises specified in the Special Delivery Instructions.
- Deliveries shall be processed according to the Buyer’s instructions. All Goods must be properly packed. Partial deliveries will only be accepted with the Buyer’s advance agreement in writing. Terms of delivery apply from the date that the Order was placed.
- The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the goods. The Order number must be quoted by the Supplier on all delivery notes, invoices, advice notes, correspondence, packing lists and containers.
- In the event that the Supplier fails to deliver an Order within 10 working days after the Order Due Date, the Buyer shall have the right to cancel such Order without any obligation on the part of the Buyer. In the event both parties agree in writing to a specific delivery date for an Order, the Order shall be deemed by both the Buyer and the Supplier to have been cancelled if delivery is not made by such agreed-upon delivery date unless otherwise agreed upon by both parties in writing.
- In the event that Goods are delivered to the Buyer in defective condition and/or do not meet the specifications provided to the Supplier, the Buyer shall have the right to choose from among the following remedies:
(i) return said Goods to the Supplier at the Supplier’s sole expense for repair or replacement;
(ii) repair the defect itself at the Supplier’s sole expense and deduct such repair costs from the original price agreed to for said Goods; or (iii) exercise any and all other remedies available to it at law or in equity.
- The repair of defective Goods and/or or the delivery of replacement Goods must be completed within 10 working days of written notification by the Buyer to the Supplier, unless otherwise agreed to in writing by both parties.

5. PRICE AND PAYMENT:

- The Buyer shall not be liable to make payment of the Price to the Supplier until the Buyer has accepted delivery.
- The price of the goods and the services shall be as stated in the Order and, unless otherwise so stated, shall be:
1. (a) exclusive of any applicable UK value added tax; and
2. (b) exclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery and any duties, taxes or levies other than UK value added tax.
- Payment of the Price and VAT shall be payable with payment terms being 60 days Net Monthly as standard

- No increase in the price may be made (whether on account of increased material, labour or transport costs, fluctuation in rate of exchange or otherwise) without the prior consent of the Buyer in writing
- Unless otherwise agreed, a separate invoice must be rendered for each individual consignment of Goods or performance of Services and all invoices must quote the Order number.
- The Buyer shall be entitled to set off against the price any sums owed to the Buyer by the Supplier.

6. TITLE:

- Title in the Goods will pass to the Buyer on payment of the Price.
- The Buyer may sell the Goods to a third party by way of a bona fide sale in the ordinary course of business.
- Where any of the Goods are sold before title has passed to the Buyer , that sale will constitute sale by the Buyer of the Supplier's property and accordingly the Buyer will hold the proceeds of that sale on trust for the Supplier.

7. WARRANTIES AND INDEMNITY:

- The warranty and indemnity period between the Supplier and the Buyer is 12 months unless otherwise confirmed in writing signed by an authorized signatory from both parties.
- The Supplier warrants to the Buyer that:
1. (a) the Supplier has the right to and shall supply all Goods or Services free from any charges, liens or other encumbrances;
2. (b) all Goods and Services shall correspond strictly with description and other specification supplied or made known to the Supplier and with any sample, shall be in every respect fit for the purpose for which the Buyer has expressly or by implication made known that it requires the same and shall be of satisfactory quality which is also of a standard not less than that of previous supplies (if any) approved by the Buyer;
3. (c) the Goods and Services will be free from defects in design, material, workmanship and performance;
4. (d) all Goods and the performance of any Services shall comply with all current and applicable UK and EC legislation, regulations or other legal requirements;
5. (e) all Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances;
6. (f) the Supplier will at all times maintain insurance with a reputable insurance company against all liability under this contract.
- The Supplier shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses and consequential or economic loss) suffered by or incurred by the Buyer as a result of or in connection with:
1. (a) breach of any warranty given by the Supplier in relation to the Goods or the Services;
2. (b) any claim that the Goods or Services infringe, or their importation, use, performance or resale, infringes the patent, copyright, database right, design right, trade mark or other intellectual property right of any other person;
3. (c) any liability under the Consumer Protection Act 1987 or similar, equivalent or replacement legislation in respect of the Goods or Services; and
4. (d) any act or omission of the Supplier or its employees, agents or sub-contractors in supplying or delivering the Goods and Services.

- Neither party excludes or limits liability to the other party for fraud or for death or personal injury due to its own negligence or its employees' or agents' negligence whilst acting in the course of their employment or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982.
- Subject always to the provisions of this Clause 7 and save in respect of any claim for indemnification under the same Clause 7, neither party shall be liable to the other for any type of special, indirect or consequential loss including, without limitation, any loss of profit or anticipated savings arising from
1. (a) any breach of its contractual obligations under the Contract; or
2. (b) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract even if such loss was reasonably foreseeable or that party had been advised of the possibility of the other incurring the same.

8. INSOLVENCY OF SUPPLIER:

- If the Supplier being an individual shall at any time become bankrupt or shall have a receiving order made against them or shall make any composition or arrangement with or for the benefit of their creditors, or if the Supplier being a Company shall go into liquidation (not being a member's winding up for the purpose of reconstruction or amalgamation) or if a receiver shall be appointed or an incumbrancer takes possession of any of its assets or an administration order is made, or the Purchaser reasonably apprehends any of the foregoing and notifies the Supplier accordingly, the Buyer may set off any payments due hereunder against sums due from the Supplier to the Buyer and:
1. (a) cancel the Contract summarily by notice in writing without compensation to the Supplier; or
2. (b) give any such Receiver or Liquidator or any other person the option of carrying out the Contract.

9. CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

- All information of a confidential nature imparted by either party to the other or which may be imparted from time to time to the other in connection with the Contract, including but not limited to data of or about customers, drawings, patterns, raw materials, designs, specifications and any information relating to the technical affairs or business or product plans of either party ("Confidential Information") shall be treated as proprietary and confidential to the party disclosing the Confidential Information.
- Neither party shall use or disclose any Confidential Information of the other party without the agreement in writing of the other party except:
1. (a) to the extent necessary to comply with any law or regulation in which event the relevant party shall so notify the other as promptly as reasonably practicable and shall seek confidential treatment of such information;
2. (b) to its auditors, legal advisers and other professional advisers provided that it uses its reasonable endeavours to procure that such persons maintain such confidentiality;
3. (c) in order to enforce its rights under the Contract; and
4. (d) to any person with a bona fide and legitimate interest in such information who enters into a confidentiality agreement including, but not limited to, a prospective purchaser of the Buyer or its business and provided that such person only uses the information for the purpose of such bona fide and legitimate interest.
-The provisions of clause 9 shall not apply to:
1. (a) any information in the public domain otherwise than by breach of the Contract;
2. (b) information obtained from a third party who is free to divulge the same;
3. (c) information that was already known to the receiving party prior to disclosure under the Contract and was not previously acquired by the receiving party from the disclosing party under an obligation of confidentiality or non-use towards the disclosing party;
4. (d) information that can be shown by documentary evidence to have been created by one party to the contract independently from work under the Contract.

- Unless otherwise agreed in writing, all copyright and other intellectual property rights in any products, software, drawing, reports or other documents or data generated, created or produced by the Supplier in the performance of the Contract (including all future rights arising out of such items and any preparatory material) (the "Works") and physical possession of any media upon which such Works are contained shall vest in and be the property of and are hereby assigned to the Buyer. The Supplier hereby waives all moral rights in the Works in so far as they relate to the Buyer, and confirms that it has obtained all waivers of moral rights and consents from any agent or sub-contractor or other third party necessary to comply with its obligations hereunder.
- Where the intellectual property rights in any Works have not, for whatever reason, been assigned to the Buyer, the Supplier hereby grants to the Buyer and its associated companies an irrevocable royalty-free licence to use, copy or modify the Works with a right to sub-license those Works to third parties.
- All information relating to a company or an individual, which is communicated or generated in the normal course of business, will be subjected to the Data Protection Act (1998).

10. OVERSEAS SUPPLIERS:

- Unless otherwise stipulated on these Terms and Conditions or as modified by the Buyer in writing, Goods covered by this Order shall be shipped "FOB destination", but, if the FOB conditions conflict with these Terms, then these terms shall prevail. Title to said Goods shall pass to Buyer only upon delivery to Buyer's specified end destination, regardless of risk of loss. Delivery in advance of the specified Buyer's shipping date, however, will not cause passage of title, transfer of risk of loss and/or establish FOB point. Transportation charges on goods delivered FOB destination must be prepaid. No charges for unauthorized transportation will be allowed. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Seller. Unauthorized transportation charges not prepaid will be offset by Buyer.
- The Supplier shall be responsible for complying with legislation or regulations governing the importation of the Goods into the country or destination and warrants that all products delivered pursuant to this Order shall have been produced, sold, priced, and delivered to Buyer in compliance with all federal, state, municipal and local laws, rules, regulations, ordinances, and directions existing at the time of delivery.
- In these Conditions "Incoterms" (International Commercial Terms) means the international rules for the interpretation of trade terms of the International Chamber of Commerce in force at date when the Contract is made. Unless the context otherwise requires, any terms or expression which is defined or given a particular meaning by the provision of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
- Where the Goods or Services are imported to the United Kingdom, the provision of these clause 10 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provisions of these Conditions.
- Payment of all amounts due to the Seller shall be made via electronics bacs, credit cards, cheque or wire transfer.

11. GENERAL:

- Save as set out in the Contract, these Terms and Conditions may only by varied or amended in writing and signed by the Buyer.
- The Contract is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract without the prior written consent of the Buyer.
- The Contract contains all the terms which the Seller and the Buyer have agreed in relation to the Goods and/or Services and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such Goods and/or Services. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in this Contract.
- The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
- For the avoidance of doubt should there be any conflict between the Terms and Conditions of sale set out in this document and any special terms attached to them, then the special terms shall prevail.
- If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected thereby.

12. GOVERNING LAW AND JURISTRICTION:

- The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any Contract will be governed by English law. The English courts will have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with the Contract. The parties agree to submit to that jurisdiction.

AS9120A & BS EN ISO 9001 CERTIFIED

1. GENERAL:

- As a supplier it is understood that your organisation agrees to meet the following stipulations AS9120 / BS9001 requirements whenever a purchase order specifies that the order is for an Aerospace application (or contains some similar Aerospace AS9120 / BS9001 reference). These requirements are, therefore, to be considered as terms and conditions to all Aerospace purchases.

- The AS9120 / BS9001 Standard requires that all applicable customer/regulatory/AS9120 / BS9001 requirements in this purchase order including key characteristics, where applicable, must be flowed down to sub tier suppliers.

- The Buyer reserve the right of access of our representatives, our customers and any regulatory authorities to applicable areas of all facilities, at any level of supply chain involved in the order and to all applicable records.

- Government inspection is required prior to shipment from your plant. Upon receipt of this order, promptly notify the government representative who normally services your plant and furnish a copy of this purchasing document so that appropriate planning for government inspection can be established. In the event the representative cannot be located, our purchasing office should be notified immediately.

- Where documents are held by the supplier then these shall be retained as part of their document retention procedure or as specified by contract.

- Any Special Processes required by this purchase order must be performed by suitably qualified personnel.

- Work in progress and/or end items may be inspected at your works by the Buyer and/or our customer. Quality Assurance representative or regulatory authority for compliance with drawings and specifications. Final acceptance shall be by the Buyer

- The Buyer is to be contacted (by the supplier) in the event of non-conforming product/material.

- All deviations from drawing/specification requirements are to be referred to our Purchasing department.

- Approval of the supplier non-conformity shall be authorised by the Buyer Quality Manager before delivery.

- Furthermore, the supplier is required to notify the Buyer of any changes to a product and/or process and to obtain approval from the Quality Manager before delivery will be accepted.

- Each delivery against this order shall be accompanied by a Certificate of Conformance.

- Each certificate shall identify:

Our Purchase Order and Item number.
The description, drawing/part number and specification with issue status.
Any purchaser agreed deviations.
Batch/Lot numbers.
Each Certificate of Conformance shall be signed by your quality representative.

Failure to comply may result in rejection.

2. COUNTERFEIT GOODS PREVENTION:

- Supplier agrees and shall ensure that Counterfeit Goods are not contained in Goods delivered to the Buyer through the implementation of policies that include prevention, detection and risk mitigation methods to protect against the use of Counterfeit Parts.

- Supplier shall purchase parts directly from the Original Component Manufacturer (OCM)/ Original Equipment Manufacturer (OEM). A certificate of conformance shall accompany each shipment of Goods delivered.

- In the event Supplier becomes aware or suspects that it has furnished Counterfeit Parts, it shall immediately notify the Buyer.

- When requested by the Buyer, Supplier shall provide Authorised Supplier documentation that authenticates traceability of the parts to the applicable Authorised Supplier.

- In the event that Goods delivered under this Order are, or include, Counterfeit Parts, Supplier shall promptly investigate, analyse and report in writing to Buyer whether such Counterfeit Parts should be replaced with genuine parts conforming to the requirements of this Order, or whether an alternative solution is recommended to meet the Order requirements at Supplier’s sole expense. The parties shall then agree upon the appropriate course of action.

- Supplier shall include this clause or reasonably equivalent provisions in all subcontracts for the delivery of Goods that will be furnished to or included in Goods furnished to Buyer.

3. REACH : RoHS : 3TG : FAR/DFARS:

- Supplier agrees and shall ensure that REACH : RoHS : 3TG : FAR/DFARS documentation is up to date / complete and is available to the Buyer.

TERMS AND CONDITIONS RELATED TO WWW SITE USERS

1. DEFINITIONS:

2. EXCLUSION OF LIABILITY:

- You expressly agree that use of this website is at your own risk.

- We do not represent or warrant that our website or any of its contents are accurate, current, complete, reliable or appropriate or that this website, its servers, or e‐mails which may be sent from us are free of viruses or other harmful components. We do not represent or warrant that access to our website, or any part of it will be uninterrupted, reliable or fault free. We assume no liability or responsibility whatsoever for the contents of the website which are supplied by third parties.

- We provide this website, its services and its contents on an “as is” and “as available” basis and make no representations or warranties of any kind, express or implied, with respect to this website, its products, services or its contents. Accordingly, to the maximum extent permitted by law we provide you with this website, its products, services and contents

on the basis that we exclude all representations, warranties, conditions and other terms (including without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill).

- We exclude all liability and responsibility for any amount or kind of loss or damage that

may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts,

use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this website or any of its products, services or its contents in any way or in connection with the use, inability to use or the results of use of this website or any of its products, services or contents, any websites linked to this website or the material on such linked websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this website or your downloading of any material from this website or any websites linked to this website save that nothing in this legal notice shall exclude or limit our liability for:

1. (a) Death or personal injury caused by negligence;

2. (b) Fraud; or

3. (c) Any liability which cannot be excluded or limited under applicable law.

3. REGISTRATION:

- To register for access to member’s areas or to register to set up a credit account or to register for any other reason with us on this website you must be over eighteen years of age.

- You must ensure that the details provided by you on registration or at any time are correct and complete.

- You must inform us immediately of any changes to the information that you provided when

- Registering by updating your personal details in order that we can communicate with you effectively.

- We may refuse to register you or suspend or cancel your registration immediately at our

discretion

or if you breach any of your obligations under these Terms of Use.

- You can cancel your registration at any time by informing us in writing at info@ameleconline.co.uk for example if your registration is on the www.amelec.co.uk

website then you can cancel your registration by informing us in writing at info@ameleconline.com . If you do so, you must stop using the member’s area and/or credit account section and/or other registration services of this website (as applicable).

4. PASSWORD AND SECURITY:

1. (a) When you register to use the member’s area of this website or you set up a credit account with us you will be asked to create password(s). In order to prevent fraud, you must keep these password(s) confidential and must not disclose it/them or share it/them with anyone. You shall be responsible for all activities which occur under your password(s).

If your membership and/or credit account is terminated you will destroy all copies of your password(s) and any information obtained from our website. Only members are permitted

to view, print and download any information within the membership areas of the website.

Members may not disclose or transfer this information to another person without our prior written consent.

2. (b) If one of your employees leaves you then you are responsible for terminating or amending your password(s) so that the employee will no longer have access to your member’s area or your credit account. If you know or suspect that someone else knows your password(s) you should notify us by contacting info@ameleconline.co.uk immediately.

3. (c) If we have reason to believe that there is likely to be a breach of security or misuse of this website, we may require you to change your password(s) or we may suspend your membership or credit account.

4. (d) You will be responsible for and indemnify us for all our losses, damages, costs and expenses (including without limitation our professional costs and expenses and our consequential losses, loss of profits and goodwill) resulting from your breach of this clause 4.

5. MEMBERSHIP CHAT AREAS:

1.(a) You understand that all data, text, software, music, sound, photographs, graphics, video, messages or other materials (“content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which the content originated. This means that you, and not us, are entirely responsible for all content that you upload, post or e‐mail via any chat areas and our website. We do not control the content posted via any chat area and therefore do not guarantee the accuracy, integrity or quality of the content.

2.(b) Under no circumstances will we be liable in any way for any content, including (without limitation) any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of your use of any content. You agree that you must evaluate and bear all risks associated with the use of any content including any reliance on its accuracy or completeness. You also understand that by using our chat areas and our website you may be

exposed to content that is offensive, indecent or objectionable.

3. (c) You agree that you will not provide links to other websites through any chat area or any part of our website without our prior written consent. In addition you agree that you will not use any chat area or any part of our website or provide links to other websites through any chat area or any part of our website to:

3. (ca) provide, upload, post or e‐mail any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, pornographic or racially, ethnically or otherwise objectionable;

3. (cb) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any content;

3. (cc) ‘stalk’ or otherwise harass another;

3. (cd) collect or store personal data about other users;

3. (ce) upload, post or e‐mail any content that you do not have a right to transmit under any

law or under contractual or fiduciary relationships;

3. (cf) upload, post or e‐mail any content that infringes any intellectual property rights of any party;

3. (cg) upload, post or e‐mail any unsolicited or unauthorised advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, or any other form of solicitation;

3. (ch) upload, post or e‐mail any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

3. (ci) violate any applicable national or international laws or regulations.

4 (d) You acknowledge that we do not pre‐screen content but that we shall have the right (though not the obligation) in our sole discretion to move, modify or remove any content that is available on or via any chat area or our website generally.

5. (e) You grant to us a world‐wide, royalty‐free, irrevocable, non‐exclusive licence to reproduce and display any of your content (in whole or part) on our website.

5. (f) You agree to indemnify and hold us and our subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities arising from any third party claim in relation to any content you provide, upload, post or e‐mail on or provide links to through our chat areas or our website, your use of our chat areas and our website, or your breach of the provisions of these Terms of Use.

5. (g) As soon as we are made aware of activities that breach these Terms of Use, or our Privacy Policy, prompt action will be taken. If you witness such breaches in the chat areas or anywhere else in our website, please notify us at our e‐mail address contained on our website immediately.

5. (h) On being made aware of any such breaches, we may ban, delete or prohibit any content that relates to those breaches or that we judge harmful to individuals or our rights or the rights of any of our affiliates, licensors or partners.

5. (i) We reserve the right to take whatever action we deem necessary to prevent such breaches including the following:

5. (ia) breaches we deem minor may result simply in receipt of a warning from us;

5. (ib) breaches we deem serious may result in your automatic ban from our chat room or our website generally and termination of your membership or credit account with us.

All incidents will be logged and our decision is final in all such cases.

5. (j) Any breaches may lead to us reporting your activities to your internet service provider, your employer, relevant authorities, or to legal action being taken against you, or both.

5. (k) In addition we may at any time move, modify or remove any content or take further legal action as a result of breaches or suspected breaches of these Terms of Use, our Privacy - - Policy, any applicable laws or regulations or where our rights or third party rights are threatened or infringed.

6. LINKS:

- Any links to other websites are provided for convenience only, and we assume no responsibility or liability whatsoever for the contents of those other websites linked to, or any products or services advertised or sold on those websites.

7. NO COMMERCIAL USE:

- You agree that you will use our website only for your own personal or internal business purposes and that you shall not exploit our website or any of its contents for any commercial purpose.

8. VARITIONS:

- We reserve the right at any time without notice to revise the content of our website (including

the products or services offered by us) and these Terms of Use. Any changes to these Terms of Use will be posted on our website and by continuing

to use our website following any such change you will be signifying that you agree to be bound by the revised Terms of Use.

9. PRIVACY POLICY:

- Details provided by you and certain other information about you is subject to our privacy policy

10. GOVERNING LAW AND JURISTRICTION:

1. FAR 52.203-7 Anti-Kickback Procedures (MAY 2014) (Applies only to orders that have a value in excess of $150,000

USD)

(A) Definitions:

Kickback, as used in this clause, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or in connection with a subcontract relating to a prime contract.

Person, as used in this clause, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual.

Prime contract, as used in this clause, means a contract or contractual action entered into by the United States for the purpose of obtaining supplies, materials, equipment, or services of any kind.

Prime Contractor, as used in this clause, means a person who has entered into a prime contract with the United States.

Prime Contractor employee, as used in this clause, means any officer, partner, employee, or agent of a prime Contractor.

Subcontract, as used in this clause, means a contract or contractual action entered into by a prime Contractor or subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract.

Subcontractor, as used in this clause, (1) means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and (2) includes any person who offers to furnish or furnishes general supplies to the prime Contractor or a higher tier subcontractor.

Subcontractor employee, as used in this clause, means any officer, partner, employee, or agent of a subcontractor.

(B) The Anti–Kickback Act of 1986 (41 U.S.C. 51–58) (the Act), prohibits any person from:

(1) Providing or attempting to provide or offering to provide any kickback;

(2) Soliciting, accepting, or attempting to accept any kickback; or

(3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the

United States or in the contract price charged by a subcontractor to a prime Contractor or higher tier subcontractor.

2. FAR 52.209–5 Certification Regarding Responsibility Matters (OCT 2015)

(A) (1) The Seller certifies that it complies with FAR 52.209-5 and as such, to the best of its knowledge and belief, that:

(i) The Seller and/or any of its Principals:

(a) Are ( ) are not ( ) presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(b) Have ( ) have not ( ), within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if the Seller checks “have”, the

Seller shall also see 52.209–7);

(c) Are ( ) are not ( ) presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subdivision (A)(1)(i)(b) of this provision; and

(d) Have ( ), have not ( ), within a three-year period preceding this offer, been notified of any delinquent

Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied.

(e) The Seller has ( ) has not ( ), within a 3–year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(B) The Seller shall provide immediate written notice to the Buyer if, at any time prior to order award or during order performance, the Seller learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(C) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (A) of this provision. The knowledge and information of a Seller is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(D) The certification in paragraph (A) of this provision is a material representation of fact upon which reliance was placed when making this order award. If it is later determined that the Seller knowingly rendered an erroneous certification, in addition to other remedies available to the Buyer, the Buyer may terminate the order for default.

3. FAR 52.209–6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (OCT 2015) (Applies only to orders that have a value in excess of $35,000 USD and are not for commercially available off-the-shelf items)

(A) Definition. Commercially available off-the-shelf (COTS) item, as used in this clause:

(1) Means any item of supply (including construction material) that is:

(i) A commercial item (as defined in paragraph (1) of the definition in FAR 2.101);

(ii) Sold in substantial quantities in the commercial marketplace; and

(iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

(2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

(B) The Seller shall require each proposed subcontractor whose subcontract will exceed $35,000, other than a subcontractor providing a commercially available off-the-shelf item, to disclose to the Seller, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the

U.S. Government.

(C) Other than a subcontract for a commercially available off-the-shelf item, the Seller certifies that it complies with FAR

52.209-6 and as such it will not enter into any subcontract, in excess of $35,000 with a contractor that is debarred, suspended, or proposed for debarment by any agency of the U.S. Government.

4. FAR 52.222-50 Combating Trafficking in Persons (MAR 2015)

(A) Definitions. As used in this clause:

Agent means any individual, including a director, an officer, an employee, or an independent contractor, authorized to act on behalf of the organization.

Coercion means:

Threats of serious harm to or physical restraint against any person;

Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person; or

The abuse or threatened abuse of the legal process.

Commercial sex act means any sex act on account of which anything of value is given to or received by any person.

Commercially available off-the-shelf (COTS) item means:

(1) Any item of supply (including construction material) that is:

(i) A commercial item (as defined in paragraph (1) of the definition at FAR 2.101);

(ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the U.S. Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

(2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

Debt bondage means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined.

Employee means an employee of the Seller directly engaged in the performance of work under the order who has other than a minimal impact or involvement in order performance.

Forced Labor means knowingly providing or obtaining the labor or services of a person:

By threats of serious harm to, or physical restraint against, that person or another person;

By means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or

By means of the abuse or threatened abuse of law or the legal process.

Involuntary servitude includes a condition of servitude induced by means of:

Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or

The abuse or threatened abuse of the legal process.

Severe forms of trafficking in persons means:

Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform such act has not attained 18 years of age; or

The recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.

Sex trafficking means the recruitment, harboring, transportation, provision, or obtaining of a person for the purpose of a commercial sex act.

Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime contractor or another subcontractor.

United States means the 50 States, the District of Columbia, and outlying areas.

(B) Policy. The Buyer and the United States Government have adopted a zero tolerance policy regarding trafficking in persons. The Seller certifies that it complies with FAR 52.222-50 and as such the Seller and the Seller’s employees shall not:

(1) Engage in severe forms of trafficking in persons during the period of performance of the order;

(2) Procure commercial sex acts during the period of performance of the order;

(3) Use forced labor in the performance of the order;

(4) Destroy, conceal, confiscate, or otherwise deny access by an employee to the employee's identity or immigration documents, such as passports or drivers' licenses, regardless of issuing authority;

(5) (i) Use misleading or fraudulent practices during the recruitment of employees or offering of employment, such as failing to disclose, in a format and language accessible to the worker, basic information or making material misrepresentations during the recruitment of employees regarding the key terms and conditions of employment, including wages and fringe benefits, the location of work, the living conditions, housing and associated costs (if employer or agent

provided or arranged), any significant cost to be charged to the employee, and, if applicable, the hazardous nature of the work;

(ii) Use recruiters that do not comply with local labor laws of the country in which the recruiting takes place;

(6) Charge employees recruitment fees;

(7)

(i) Fail to provide return transportation or pay for the cost of return transportation upon the end of employment—

(A) For an employee who is not a national of the country in which the work is taking place and who was brought into that country for the purpose of working on a U.S. Government contract or subcontract (for portions of contracts performed outside the United States); or

(B) For an employee who is not a United States national and who was brought into the United States for the purpose of working on a U.S. Government contract or subcontract, if the payment of such costs is required under existing temporary worker programs or pursuant to a written agreement with the employee (for portions of contracts performed inside the United States); except that—

(ii) The requirements of paragraphs (B)(7)(i) of this clause shall not apply to an employee who is:

(A) Legally permitted to remain in the country of employment and who chooses to do so; or

(B) Exempted by an authorized official of the contracting agency from the requirement to provide return transportation or pay for the cost of return transportation;

(iii) The requirements of paragraph (B)(7)(i) of this clause are modified for a victim of trafficking in persons who is seeking victim services or legal redress in the country of employment, or for a witness in an enforcement action related to trafficking in persons. The Seller shall provide the return transportation or pay the cost of return transportation in a way that does not obstruct the victim services, legal redress, or witness activity. For example, the Seller shall not only offer return transportation to a witness at a time when the witness is still needed to testify. This paragraph does not apply when the exemptions at paragraph (B)(7)(ii) of this clause apply.

(8) Provide or arrange housing that fails to meet the host country housing and safety standards; or

(9) If required by law or contract, fail to provide an employment contract, recruitment agreement, or other required work document in writing. Such written work document shall be in a language the employee understands. If the employee must relocate to perform the work, the work document shall be provided to the employee at least five days prior to the employee

relocating. The employee's work document shall include, but is not limited to, details about work description, wages,

prohibition on charging recruitment fees, work location(s), living accommodations and associated costs, time off, roundtrip transportation arrangements, grievance process, and the content of applicable laws and regulations that prohibit trafficking in persons.

(1) Notify its employees of:

(i) The Buyer’s and the United States Government’s zero tolerance policy described in paragraph (B) of this clause; and

(ii) The actions that will be taken against employees for violations of this policy. Such actions may include, but are not limited to, removal from the order, reduction in benefits, or termination of employment; and

(2) Take appropriate action, up to and including termination, against employees or subcontractors that violate the policy in paragraph (B) of this clause.

(D) Notification. The Seller shall inform the Buyer immediately of:

(1) Any information it receives from any source (including host country law enforcement) that alleges a Seller employee, subcontractor, or subcontractor employee has engaged in conduct that violates this policy; and

(2) Any actions taken against Seller employees, subcontractors, or subcontractor employees pursuant to this clause.

(E) Mitigating Factor. The Buyer may consider whether the Seller had a Trafficking in Persons awareness program at the time of the violation as a mitigating factor when determining Buyer's remedies. Additional information about Trafficking in

Persons and examples of awareness programs can be found at the website for the Department of State’s Office to Monitor and Combat Trafficking in Persons at http://www.state.gov/g/tip.

(F) Full cooperation.

(1) The Seller shall, at a minimum:

(i) Disclose to the Buyer and the agency Inspector General information sufficient to identify the nature and extent

of an offense and the individuals responsible for the conduct;

(ii) Provide timely and complete responses to U.S. Government auditors' and investigators' requests for documents;

(iii) Cooperate fully in providing reasonable access to its facilities and staff (both inside and outside the U.S.) to allow contracting agencies and other responsible Federal agencies to conduct audits, investigations, or other actions to ascertain compliance with the Trafficking Victims Protection Act of 2000 (22 U.S.C. chapter 78), E.O.

13627, or any other applicable law or regulation establishing restrictions on trafficking in persons, the procurement of commercial sex acts, or the use of forced labor; and

(iv) Protect all employees suspected of being victims of or witnesses to prohibited activities, prior to returning to the country from which the employee was recruited, and shall not prevent or hinder the ability of these employees from cooperating fully with U.S. Government authorities.

(2) The requirement for full cooperation does not foreclose any Seller rights arising in law, the FAR, or the terms of the contract. It does not:

(i) Require the Seller to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine;

(ii) Require any officer, director, owner, employee, or agent of the Seller, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; or

(iii) Restrict the Seller from:

(A) Conducting an internal investigation; or

(B) Defending a proceeding or dispute arising under the order or related to a potential or disclosed violation.

(G) Compliance plan.

(1) This paragraph (G) applies to any portion of the order that:

(i) Is for supplies, other than commercially available off-the-shelf items, acquired outside the United States, or services to be performed outside the United States; and

(ii) Has an estimated value that exceeds $500,000.

(2) The Seller shall maintain a compliance plan during the performance of the order that is appropriate:

(i) To the size and complexity of the order; and

(ii) To the nature and scope of the activities to be performed for the Buyer, including the number of non-United

States citizens expected to be employed and the risk that the order or subcontract will involve services or supplies susceptible to trafficking in persons.

(3) Minimum requirements. The compliance plan must include, at a minimum, the following:

(i) An awareness program to inform Seller employees about the U.S. Government's policy prohibiting trafficking related activities described in paragraph (B) of this clause, the activities prohibited, and the actions that will be taken against the employee for violations. Additional information about Trafficking in Persons and examples of awareness programs can be found at the Web site for the Department of State's Office to Monitor and Combat

Trafficking in Persons at http://www.state.gov/j/tip/.

(ii) A process for employees to report, without fear of retaliation, activity inconsistent with the policy prohibiting trafficking in persons, including a means to make available to all employees the hotline phone number of the

Global Human Trafficking Hotline at 1-844-888-FREE and its email address at help@befree.org.

(iii) A recruitment and wage plan that only permits the use of recruitment companies with trained employees, prohibits charging recruitment fees to the employee, and ensures that wages meet applicable host-country legal requirements or explains any variance.

(iv) A housing plan, if the Seller intends to provide or arrange housing, that ensures that the housing meets host country housing and safety standards.

(v) Procedures to prevent agents and subcontractors at any tier and at any dollar value from engaging in trafficking in persons (including activities in paragraph (B) of this clause) and to monitor, detect, and terminate any agents, subcontracts, or subcontractor employees that have engaged in such activities.

(4) Posting.

(i) The Seller shall post the relevant contents of the compliance plan, no later than the initiation of contract performance, at the workplace (unless the work is to be performed in the field or not in a fixed location) and on the Seller's Web site (if one is maintained). If posting at the workplace or on the Web site is impracticable, the

Seller shall provide the relevant contents of the compliance plan to each worker in writing.

(ii) The Seller shall provide the compliance plan to the Buyer upon request.

(5) Certification. Seller certifies to the Buyer that as of the date of award and annually thereafter:

(i) It has implemented a compliance plan to prevent any prohibited activities identified at paragraph (B) of this clause and to monitor, detect, and terminate any agent, subcontract or subcontractor employee engaging in prohibited activities; and

(ii) After having conducted due diligence, either:

(A) To the best of the Seller’s knowledge and belief, neither it nor any of its agents, subcontractors, or their agents is engaged in any such activities; or

(B) If abuses relating to any of the prohibited activities identified in paragraph (B) of this clause have been found, the Seller or subcontractor has taken the appropriate remedial and referral actions.

5. FAR 52.223-7 Notice of Radioactive Materials (JAN 1997) (Applies only to orders for radioactive materials)

(A) The Seller certifies that it complies with FAR 52.223-7 and as such shall notify the Buyer, in writing, prior to the delivery of,

or prior to completion of any servicing required by this order of, items containing either:

(1) Radioactive material requiring specific licensing under the regulations issued pursuant to the Atomic Energy Act of 1954,

as amended, as set forth in title 10 of the Code of Federal Regulations, in effect on the date of this order, or

(2) Other radioactive material not requiring specific licensing in which the specific activity is greater than 0.002 microcuries per gram or the activity per item equals or exceeds 0.01 microcuries. Such notice shall specify the part or parts of the items which contain radioactive materials, a description of the materials, the name and activity of the isotope, the manufacturerof thematerials, and any other information known to the Seller which will put users of the items on notice as to the hazards involved

(OMB no 9000–0107).

(B) All items, parts, or subassemblies which contain radioactive materials in which the specific activity is greater than 0.002

microcuries per gram or activity per item equals or exceeds 0.01 microcuries, and all containers in which such items, parts or subassemblies are delivered to the Buyer shall be clearly marked and labeled as required by the latest revision of MIL–

STD 129 in effect on the date of the order.

6. FAR 52.225-2 Buy American Certificate (MAY 2014)

(A) As defined in FAR 52.225-1, Buy American – Supplies, the Seller certifies that each end product, except those listed in paragraph (B) of this provision, is a domestic end product and that for other than COTS items, the Seller has considered components of unknown origin to have been mined, produced, or manufactured outside the United States. The Seller shall list as foreign end products those end products manufactured in the United States that do not qualify as domestic end products, i.e., an end product that is not a COTS item and does not meet the component test in paragraph (2) of the definition of “domestic end product.” The terms “commercially available off-the-shelf (COTS) item, ” “component,” “domestic end product,” “end product,” “foreign end product,” and “United States” are defined in FAR 52.225-1, “Buy

American --Supplies.”

(B) Foreign End Products:

[List as necessary]

Line Item No/Part no Country of Origin Part no Description

___________________________________________________________________________

7. FAR 52.225-13 Restrictions on Certain Foreign Purchases (JUN 2008)

(A) Except as authorized by the Office of Foreign Assets Control (OFAC) in the Department of the Treasury, the Seller complies with FAR 52.225-13 and as such shall not acquire, for use in the performance of this order, any supplies or services if any proclamation, Executive order, or statute administered by OFAC, or if OFAC's implementing regulations at

31 CFR chapter V, would prohibit such a transaction by a person subject to the jurisdiction of the United States.

(B) Except as authorized by OFAC, most transactions involving Cuba, Iran, and Sudan are prohibited, as are most imports from Burma or North Korea, into the United States or its outlying areas. Lists of entities and individuals subject to economic sanctions are included in OFAC's List of Specially Designated Nationals and Blocked Persons at

http://www.treas.gov/offices/enforcement/ofac/sdn. More information about these restrictions, as well as updates, is available in the OFAC's regulations at 31 CFR chapter V and/or on OFAC's Web site at

http://www.treas.gov/offices/enforcement/ofac.

8. DFARS 252.203–7001 Prohibition on Persons Convicted of Fraud or Other Defense–Contract–Related Felonies (DEC

2008) (Applies only to orders that have a value in excess of $150,000 USD and involve non-commercial products under FAR

2-101)

(A) Definitions. As used in this clause:

(1) Arising out of a contract with the DoD means any act in connection with:

(i) Attempting to obtain;

(ii) Obtaining; or

(iii) Performing a contract or first-tier subcontract of any agency, department, or component of the Department of

Defense (DoD).

(2) Conviction of fraud or any other felony means any conviction for fraud or a felony in violation of state or Federal criminal statutes, whether entered on a verdict or plea, including a plea of nolo contendere, for which sentence has been imposed.

(3) Date of conviction means the date judgment was entered against the individual.

(B) The Seller certifies that it complies with DFARS 252.203-7001 and as such no individual who is convicted after September

29, 1988, of fraud or any other felony arising out of a contract with the DoD serves or will serve:

(1) In a management or supervisory capacity on this order;

(2) On the board of directors of the Seller;

(3) As a consultant, agent, or representative for the Seller; or

(4) In any other capacity with the authority to influence, advise, or control the decisions of the Seller with regard to this order.

9. DFARS 252.223–7008 Prohibition of Hexavalent Chromium (JUN 2013)

(A) Definitions. As used in this clause:

Homogeneous material means a material that cannot be mechanically disjointed into different materials and is of uniform composition throughout.

(1) Examples of homogeneous materials include individual types of plastics, ceramics, glass, metals, alloys, paper, board, resins, and surface coatings.

(2) Homogeneous material does not include conversion coatings that chemically modify the substrate. Mechanically disjointed means that the materials can, in principle, be separated by mechanical actions such as unscrewing, cutting, crushing, grinding, and abrasive processes.

(B) Prohibition. The Seller certifies that it complies with DFARS 252.223-7008 and as such:

(1) The Seller shall not provide any deliverable or construction material under this order that:

(i) Contains hexavalent chromium in a concentration greater than 0.1 percent by weight in any homogenous material; or

(ii) Requires the removal or reapplication of hexavalent chromium materials during subsequent sustainment phases of the deliverable or construction material.

(2) This prohibition does not apply to hexavalent chromium produced as a by-product of manufacturing processes.

(C) If incorporation of hexavalent chromium in a deliverable or construction material is required, the Seller must submit a request to the Buyer prior to order acceptance. Such incorporation is subject to Buyer’s express approval, at Buyer’s sole discretion, by modification of order.

10. DFARS 252.225–7007 Prohibition On Acquisition of United States Munitions List Items From Communist Chinese

Military Companies (SEP 2006) (Applies only to orders delivering products covered by the U.S. Munitions List)

(A) Definitions. As used in this clause:

Communist Chinese military company means any entity that is:

(1) A part of the COMMERCIAL OR DEFENSE industrial base of the People's Republic of China; or

(2) Owned or controlled by, or affiliated with, an element of the Government or armed forces of the People's

Republic of China.

United States Munitions List means the munitions list of the International Traffic in Arms Regulation in 22 CFR Part 121.

(B) The Seller certifies that it complies with DFARS 252.225-7007 and as such it has not acquired, directly or indirectly, from the Communist Chinese military company any supplies or services covered by the United States Munitions List to be delivered under this order.

11. DFARS 252.225–7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals (OCT 2014)

(A) Definitions. As used in this clause:

Alloy means a metal consisting of a mixture of a basic metallic element and one or more metallic, or non-metallic, alloying elements.

(i) For alloys named by a single metallic element (e.g., titanium alloy), it means that the alloy contains 50 percent or more of the named metal (by mass).

(ii) If two metals are specified in the name (e.g., nickel-iron alloy), those metals are the two predominant elements in the alloy, and together they constitute 50 percent or more of the alloy (by mass).

Assembly means an item forming a portion of a system or subsystem that:

(i) Can be provisioned and replaced as an entity; and

(ii) Incorporates multiple, replaceable parts.

Commercial derivative military article means an item acquired by the Department of Defense that is or will be produced using the same production facilities, a common supply chain, and the same or similar production processes that are used for the production of articles predominantly used by the general public or by nongovernmental entities for purposes other than governmental purposes.

Commercially available off-the-shelf item--

(i) Means any item of supply that is:

(a) A commercial item (as defined in paragraph (1) of the definition of “commercial item” in section 2.101 of the Federal Acquisition Regulation);

(b) Sold in substantial quantities in the commercial marketplace; and

(c) Offered to the Government, under this order or a subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

(ii) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

Component means any item supplied to the U.S. Government as part of an end item or of another component.

Electronic component means an item that operates by controlling the flow of electrons or other electrically charged particles in circuits, using interconnections of electrical devices such as resistors, inductors, capacitors, diodes, switches, transistors, or integrated circuits. The term does not include structural or mechanical parts of an assembly containing an electronic component, and does not include any high performance magnets that may be used in the electronic component.

End item means the final production product when assembled or completed and ready for delivery under a line item of this order.

High performance magnet means a permanent magnet that obtains a majority of its magnetic properties from rare earth metals (such as samarium).

Produce means:

(i) Atomization;

(ii) Sputtering; or

(iii) Final consolidation of non-melt derived metal powders.

Qualifying country means any country listed in the definition of “Qualifying country” at 225.003 of the Defense Federal

Acquisition Regulation Supplement (DFARS).

Required form means in the form of mill product, such as bar, billet, wire, slab, plate, or sheet, and in the grade appropriate for the production of:

(i) A finished end item to be delivered to the U.S. Government under this contract; or

(ii) A finished component assembled into an end item to be delivered to the U.S. Government under this order.

Specialty metal means:

(i) Steel:

(a) With a maximum alloy content exceeding one or more of the following limits: Manganese, 1.65 percent; silicon, 0.60 percent; or copper, 0.60 percent; or

(b) Containing more than 0.25 percent of any of the following elements: Aluminum, chromium, cobalt, molybdenum, nickel, niobium (columbium), titanium, tungsten, or vanadium;

(ii) Metal alloys consisting of:

(a) Nickel or iron-nickel alloys that contain a total of alloying metals other than nickel and iron in excess of

10 percent; or

(b) Cobalt alloys that contain a total of alloying metals other than cobalt and iron in excess of 10 percent;

(iii) Titanium and titanium alloys; or

(iv) Zirconium and zirconium alloys.

Steel means an iron alloy that includes between .02 and 2 percent carbon and may include other elements.

Subsystem means a functional grouping of items that combine to perform a major function within an end item, such as electrical power, attitude control, and propulsion.

(B) Restriction. Except as provided in paragraph (C) of this clause, any specialty metals incorporated in items delivered under this order shall be melted or produced in the United States, its outlying areas, or a qualifying country and the Seller certifies that it complies with such restrictions in DFARS 252.225-7009 for all items delivered under this order.

(C) Exceptions. If the exceptions in DFARS 252.225-7009 apply, the Seller shall notify the Buyer in its offer or in advance of order acceptance. Such exception is not valid until accepted by Buyer in advance by written modification to this order.

12. DFARS 252.225–7016 Restriction on Acquisition of Ball and Roller Bearings (JUN 2011) (Applies only to orders for delivery of products with ball and roller bearing)

(A) Definitions. As used in this clause:

(1) Bearing component means the bearing element, retainer, inner race, or outer race.

(2) Component, other than a bearing component, means any item supplied to the Buyer or the U.S. Government as part of an end product or of another component.

(3) End product means supplies delivered under a line item of this order.

(B) Except as provided in paragraph (C) of this clause, the Seller certifies that it complies with DFARS 252.225-7016 and as such:

(1) Each ball and roller bearing delivered under this order shall be manufactured in the United States, its outlying areas, or

Canada; and

(2) For each ball or roller bearing, the cost of the bearing components manufactured in the United States, its outlying areas, or

Canada shall exceed 50 percent of the total cost of the bearing components of that ball or roller bearing.

(1) Commercial components of a noncommercial end product; or

(2) Commercial or noncommercial components of a commercial component of a noncommercial end product.

CERTIFICATION (SIGNATURE) IS REQUIRED BY AN AUTHORIZED OFFICIAL VERIFYING THE

INFORMATION CONTAINED ON THIS FORM IS TRUE AND CORRECT. Signature below applies to all provisions above.

Company ____________________________ Date ____________________________

Signature ____________________________________

Printed name ____________________________________

Title ____________________________________

Phone ____________________________________

E-mail ____________________________________

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