Terms Conditions – Purchase

1. DEFINITIONS
‘The Company’ means Aerodyne Global Ltd. ‘The Supplier’ means the person, firm or company by whom any goods or
services are supplied to the Company.
2. GENERAL
2.1 These Conditions shall apply to all contracts made by the Company for the purchase of goods or services, to the
exclusion of any terms or conditions relied on by the Supplier, whether in any document issued by or on behalf of the
Supplier or not.
2.2 No alteration or addition to, or exclusion of these Conditions or any part thereof shall be effective unless agreed in
writing by a Director of the Company.
2.3 These Conditions supersede and replace all previous conditions of the Company.
3. SPECIFICATION, DESCRIPTION AND SAMPLE
The goods and services supplied shall be in conformity with the specifications, drawings, samples or other descriptions of
the goods or services contained or referred to in the contract. In the absence of specific references in the contract, goods or
services shall be in conformity with previous common practice in goods or services supplied by the Supplier to the
Company, provided that common practice has been acceptable to the Company.
4. QUALITY
4.1 The goods and services shall be of merchantable quality and free from defects in materials or workmanship.
4.2 Where the Supplier gives a guarantee on goods and/or services he purchases from another party, if the Supplier is
unable to honour the terms of his guarantee, he will disclose to the Company the name and address of the
aforementioned other party.
5. FITNESS FOR PURPOSE
If the purpose for which the goods and/or services are required is made known to the Supplier expressly or by implication,
the goods and/or services shall be fit for that purpose.
6. PATENTS, COPYRIGHT, REGISTERED DESIGNS, DESIGN RIGHTS, TRADEMARKS ETC.
The Supplier shall indemnify the Company against all loss, damages, costs, claims, proceedings or demands suffered by
the Company or to which the Company may become liable as a result of any goods and/or services supplied under the
contract which involve any infringement or alleged infringement of a patent, copyright, registered design, design right,
trademark or any other intellectual property right, except to the extent that the infringement or alleged infringement relates to
goods supplied to the Company’s own design.
7. PRICE
The prices stated in the order are firm.
8. PAYMENT
The Company shall pay for goods or services supplied under the contract at the end of the month following the month in
which the goods or services are received, or in which the invoice for such goods or services is received, whichever is the
later, except that if the invoice for goods or services received in one month is received by the tenth day of the following
month, the Company shall pay for the goods or services at the end of the aforementioned following month. However, if
either the Supplier’s standard terms of payment for the goods or services, or the terms negotiated between the Company
and the Supplier, allow the Company more time before payment is due, such longer time shall be the time allowed before
payment is due.
9. DELIVERY
9.1 The goods shall be delivered carriage paid to such destination or to such collecting party as the Company may direct,
unless otherwise stated in the contract.
9.2 The Supplier shall provide the consignee of the goods with a note giving advice of delivery, (and the beneficiary or
agent of the beneficiary with a note giving advice of performance of services) and the form of this note shall comply
with any general or specific instructions given by the Company regarding advice notes and with general industry
practice.
9.3 The Supplier shall be responsible to obtain adequate proof of delivery of goods or of performance of services, which
shall be retained for a period of six years after delivery or performance and shall be supplied to the Company if
requested within seven days of such request.
10. RISK
Where the goods are transported by the Supplier or by a carrier engaged by the Supplier, the goods shall be delivered at
the Supplier’s risk. Services shall be performed at the Supplier’s risk.
11. TIME
The time stipulated for delivery or performance shall be of the essence of the contract.
12. PROPERTY AND TOOLING
12.1 The property in the goods shall pass to the Company when the goods have been delivered to the Company or to the
Company’s carrier or to the destination or party directed by the Company.
12.2 Unless otherwise agreed in writing by a Director of the Company, where tooling and/or design is, or has been, carried
out by the Supplier as commissioned by the Company, the Company shall exclusively own all intellectual property
rights, including Design Rights, in (i) any tooling (including patterns, moulds and jigs), (ii) the design of any goods
made or modified from such tooling, and (iii) any design for goods made or to be made specifically for the Company,
12.3 Where the goods comprise tooling, including patterns, moulds and jigs, which is commissioned by the Company, or
where tooling is delivered to the Supplier for use or for storage for the Company, unless otherwise agreed in writing
by a Director of the Company, such tooling shall be the exclusive property of the Company, and the Supplier agrees
not to use it, nor to allow it to be used, for parties other than the Company without written permission from a Director
of the Company. The Supplier shall keep such tooling safe and in reasonable condition. He shall not permit its
removal by any party other than the Company, except with the express permission or instruction in writing of the
Company, and he shall deliver them up to the Company immediately if requested to do so.
13. FORCE MAJEURE
The Company shall not be liable for any failure to fulfill its obligations under the contract, if such failure is caused by
circumstances beyond its reasonable control.
14. REJECTION
If any of the goods or services supplied do not comply with the order or with any express or implied term of the contract,
including quantity, quality or description, the Company shall be entitled to reject those goods and/or services or any part of
them at any time after delivery or performance, irrespective of whether the Company has accepted them. Any acceptance
of such goods or services by the Company shall be without prejudice to any rights that the Company may have against the
Supplier. The Company shall be entitled to return any such rejected goods carriage forward to the Supplier at the risk of the
Supplier, or to recover, rectify and/or replace faulty goods or services at the Company’s own discretion, and all costs
reasonably incurred thereby, shall be payable by the Supplier.
15. NON-DELIVERY
If the Supplier does not deliver the goods or any part thereof or perform the services or any part thereof, within the time
specified in the contract, the Company shall be entitled to terminate the contract, purchase goods or services of the same or
similar description to make good such default, and recover from the Supplier the amount by which the cost of so purchasing
other goods or services exceeds the price which would have been payable to the Supplier in respect of the goods or
services replaced by such purchase, without prejudice to any other remedy for breach of contract.
16. INDEMNITY
The Supplier shall indemnify the Company against all claims, costs, expense, loss or damage, whether direct or
consequential, which the Company may suffer, howsoever arising, from the Supplier’s breach of any of its obligations under
this contract.
17. ASSIGNMENT
The Supplier shall not assign or transfer or purport to assign or transfer any contract in whole or in part to which these
Conditions apply for the benefit thereof to any other person or persons whatsoever, except with the express permission in
writing of a Director of the Company.
18. SET-OFF
Where the Supplier owes the Company money, whether invoiced or nor, either as a result of supply by the Company of
goods or services, or as a result of costs incurred at any time by the Company in investigating and/or correcting mistakes
made by the Supplier or in rectifying or replacing goods made and/or services supplied by the Supplier incorrectly or to an
unacceptable standard, the Company may at any time at its discretion set-off such sums owed by the Supplier against the
Company’s debt to the Supplier, to the same value.
19. WAIVER
No time given or concession made on the part of the Company shall be construed as a waiver of any of its rights or
remedies.
20. SEVERANCE
In the event of the invalidity or unenforceability of any of these conditions or of any paragraph, sub-paragraph or part
thereof, the same shall be severed and shall not affect the validity or enforceability of the remaining provisions.
21. INSURANCE
It is hereby stated that the Company does not necessarily insure itself against all risks, and the Supplier shall therefore
maintain adequate insurance (by way of example only, public liability and product liability insurances) to cover all his
obligations and possible liabilities to the Company, whether in tort or in contract or howsoever, and to cover all his
obligations and possible liabilities to any other party which arise out of or in connection with any contract for the supply of
goods and/or services to the Company.
22. PACKAGING, LABELLING AND INSTRUCTIONS
22.1 The Supplier shall pack and label the goods where required by, and in accordance with, the Company’s standard or
specific requirements.
22.2 To the extent that the goods are commonly supplied by the Supplier to other parties as well as to the Company rather
than being made exclusively for the Company, the Supplier shall provide the Company with written instructions
regarding the safe, correct and effective storage, transport, installation and use of any goods supplied, and where
required the Company, shall attach such instructions in such form as is stated by the Company, to the goods.
23. CONFIDENTIALITY
Except insofar as it may be necessary to make information available for legal or administrative purposes, the Supplier shall
maintain confidentiality regarding (i) any prices in any contract with the Company, (ii) any other details about goods supplied
to the Company’s own design or specification, or details of any contract with the Company, and (iii) information, drawings,
specifications or other materials supplied or lent to the Supplier by the Company, which things shall where appropriate be
returned to the Company on request.
24. INSOLVENCY
Without prejudice to any other rights of the Company, if the Supplier becomes insolvent or makes composition with his
creditors or enters into any negotiation or arrangement for composition with his creditors, or commits an act of bankruptcy,
or has a petition in bankruptcy presented against him, or if the Supplier does or fails to do anything which would entitle a
receiver to take possession of any of the Supplier’s assets or undertakings, or if a receiver of the Supplier’s assets or
undertakings or any part thereof should be appointed, or if the Supplier ceases or threatens to cease to carry on business,
or if any distress or execution shall be levied upon the Supplier, or if the Supplier, being a body corporate, does or fails to do
anything which act or failure would entitle any person to present a petition for winding up, or if any resolution is proposed, or
petition presented to wind up by the Supplier, or if an application is made for an administration order, the Company may,
with or without notice, terminate the agreement insofar as it remains unperformed, at its sole discretion.
25. PROPER LAW AND JURISDICTION
25.1 Each contract of purchase entered into by the Company shall be deemed to have been made in England and shall be
governed by English Law.
25.2 Any claim or dispute arising out of or in connection with the contract of purchase made by the Company for the supply
of goods and/or services to the Company shall be subject to the exclusive jurisdiction of the English Courts.
The above Conditions of Purchase form part of the Company’s “Conditions of Business”.