1. Contract Formation
1.1 The Order constitutes an offer by the PLALITE LTD to purchase the Supplies provided that, if the Order is not accepted in accordance with the provisions of clause 1.2 within fourteen (14) days of the date of the Order, PLALITE LTD 's offer will lapse without PLALITE LTD incurring any liability to the Supplier.
1.2 The Supplier shall accept the Order by signing and returning the Order Acknowledgement or, if trading through an e-commerce platform, by accepting the Order through the relevant process, when the contract shall be established. Alternatively, if the Supplier fails to do this, the Supplier shall be deemed to have accepted the Order as soon as it commences work.
1.3 Further to the Supplier's acceptance of the Order in accordance with clause 1.2, the Order shall constitute the contract between the Parties.
1.4 It is expressly agreed that any other terms and conditions of business contained in any acknowledgements, standard forms or other documents issued by either Party or in the quotation, letter of offer, technical proposal or other similar documents issued by the Supplier to PLALITE LTD in respect of the Supplies or implied by trade custom, practice or course of dealing shall not apply.
1.5 In the event of any conflict, the following order of precedence shall apply:
1.5.1 the Special Conditions;;
1.5.2 these Standard Conditions;
1.5.3 the Specification; and then
1.5.4 any other relevant documents referenced in the Order.
2. Supplier's Responsibilities
2.1 The Supplier shall provide the Supplies to PLALITE LTD in accordance with the Order.
2.2 The Supplier shall:
2.2.1 at all times obtain and maintain all necessary licences and consents and comply with all legislation, standards and regulations, including but not limited to, those relating to health, safety and environment, import and export and Registration Evaluation Authorisation and Restriction of Chemicals Regulations (REACH) which are relevant to any of the Supplies (and upon request provide appropriate evidence of such to PLALITE LTD);
2.2.2 ensure that PLALITE LTD is advised, before receipt, of any Supplies which are intrinsically hazardous to life or harmful to the environment by providing in writing, all relevant health, safety and environmental data so that appropriate precautionary arrangements can be made and ensuring that PLALITE LTD is provided with all updates of such data;
2.2.3 ensure that waste and surplus materials and the like arising from any Supplies are not deposited on any area other than a public or private disposal facility controlled or recognised by the relevant local authority (and, where applicable, credit PLALITE LTD with any relevant income arising from the surplus materials);
2.2.4 comply with all the requirements of the Environmental Protection Act 1990 and any other applicable legislation governing the controlled tipping of waste;
2.2.5 notify PLALITE LTD as soon as it becomes aware of any health and safety hazards or issues which arise in relation to any Supplies;
2.2.6 notify PLALITE LTD if it is or when it becomes, or if it ceases to be, an Authorised Economic Operator; and
2.2.7 notify PLALITE LTD of any restrictions that apply in respect of EU customs legislation preventing the export, re-export or transfer of the Supplies by PLALITE LTD or, if requested by PLALITE LTD, confirm in writing that no such restrictions apply.
2.2.8 notify PLALITE LTD if the supplier intends to sub-contract without prior written consent of a PLALITE Buyer all or any number of components or work or materials included in a PLALITE purchase order. The Supplier shall apply appropriate controls to their direct and sub-tier external providers to ensure all purchase order details and requirements from PLALITE LTD are flowed down in an exact and thorough manner.
3.1 The Supplier shall provide the Supplies subject to all reasonably applicable quality standards and to those set out as a Special Condition and/or in the Specification and/or in PLALITE LTD’s quality approval/authority issued to the Supplier.
3.2 Upon PLALITE LTD providing reasonable notice, the Supplier shall (and procure that its agents and sub-contractors shall) at no additional cost to PLALITE LTD or PLALITE LTD's customer:
3.2.1 allow PLALITE LTD and persons authorised by PLALITE LTD (which may include PLALITE LTD 's customer) access to the Supplier's premises (and those of its agents and sub-contractors) that are being used to carry out work on the Supplies in order to inspect and audit the facilities, processes and procedures used in manufacturing and providing the Supplies;
3.2.2 provide adequate data to PLALITE LTD relating to progress of work on the Supplies and their quality; and
3.2.3 provide all necessary assistance (including, where appropriate, access to office accommodation, telephone and fax facilities and high-speed internet connection) to enable the above-referenced rights to be fully exercisable.
3.3 Unless otherwise specifically agreed in writing, all Supplies shall be new.
3.4 ES(UK) specific, for the purposes of clause 3.1;
3.4.1 As a minimum, the Supplier will ensure that the Order is carried out in conformity with the requirements of its ISO 9001 registration.
3.4.2 The Supplier shall maintain a documented calibration system for the calibration and maintenance of tools, jigs, inspection and test equipment that is compliant to a prevailing industry requirement, such as ISO 10012-1.
3.4.3 A Certificate of Conformity (C of C) is required.
3.4.4 If Supplies being provided against this Order have a shelf life, the Supplier shall ensure the expiry date is written on the C of C and the Supplies shall have more than two thirds of the shelf life remaining when received by PLALITE LTD.
4.1 The delivery term in respect of any Supplies shall be DAP (Incoterms 2010).
4.2 All Supplies must be properly and securely packed.
4.3 The Supplier shall quote the Order number and item number on all documents and packages sent by it to PLALITE LTD in respect of the Order.
4.4 On delivery of each consignment of the Supplies, the Supplier shall deliver to PLALITE LTD such documents as are required by the Order, including without limitation, customs export documents, advice notes, certificates of conformity and civil approved certificates and, if the Supplier is not the original manufacturer of the Supplies, copies of the original manufacturer's certificate of conformity or civil approved certificate together with test figures, heat treatment particulars etc, where applicable.
4.5 If the Supplier fails to comply with the provisions of this clause 7, PLALITE LTD shall be under no obligation to accept delivery of the relevant consignment.
4.6 ES(UK) specific, for the purposes of this clause 4;
4.6.1 If the Supplier wishes to deliver non-conforming Supplies they must formally request to do so via a concession request. This should be sent to the buyer named on the face of the purchase order and must detail the Order, line item number and part number of the Supplies as a minimum (plus serial number where applicable), details of the non-conformance, reason for non-conformance, thorough root cause statement and corrective action, together with action to prevent reoccurrence and its effectiveness. The Supplier can only ship the non-conforming Supplies if this concession is signed by an approved Purchaser representative, and a Material Review Form (MRF) number is supplied which must be added to the delivery paperwork of the non-confirming Supplies.
4.6.2 In the event that Supplier becomes aware of having delivered non-conforming Supplies from either itself or a Sub-Tier Supplier they shall contact PLALITE LTD and take action appropriate to the effects, or potential effects of the nonconformity. Supplier shall evaluate each non-conformance for its potential to exist in previously produced or delivered supplies or supplies in transit to Purchaser. Where a non-conformance is identified, Supplier shall notify PLALITE LTD in writing within 24 hours for issues impacting flight safety or for Supplies in transit to PLALITE LTD, and in writing within 5 working days for all other issues.4.6.3 Prior to redelivery of a rejected item, the Supplier shall forward a Supplier Corrective Action Report (SCAR) to PLALITE LTD. If a SCAR is expected to take longer than this to prepare and submit to PLALITE LTD then Supplier should make PLALITE LTD aware of the expected date of the report. The reports should be submitted electronically to the email address firstname.lastname@example.org.
5.1 Where acceptance tests are set out as a Special Condition and/or in the Specification, acceptance of Supplies delivered shall be subject to completion of the acceptance tests to the satisfaction of PLALITE LTD.
5.2 Where no acceptance tests are set out as a Special Condition or in the Specification, PLALITE LTD shall have the right to inspect the Supplies after delivery and acceptance shall take place if the Supplies are satisfactory to PLALITE LTD on inspection or, if no inspection is made, the Supplies shall be accepted on the earlier of (a) when they have been taken into final and beneficial use by PLALITE LTD or (b) twenty-eight (28) days after delivery in accordance with clause 4.
5.3 If PLALITE LTD is not satisfied that the Supplies are delivered in accordance with the Order, PLALITE LTD may in its absolute discretion:
5.3.1 reject them in whole or in part; and/or
5.3.2 give notice to the Supplier to repair or replace them without delay at the Supplier's expense and risk.
5.4 ES(UK) specific, for the purposes of this clause 5;
The acceptance detailed herein is held under this Order to mean provisional acceptance, Supplier may invoice and be paid in accordance with clause 10. Notwithstanding the former, PLALITE LTD reserves the right without liability to test and return faulty Supplies at any time until the taking into beneficial use of the Supplies.
6. Price & Payment
6.1 Where the prices are agreed at the time of the Order, they shall be set out as a Special Condition. Where prices are not agreed at the time of the Order, they shall be agreed prior to commencement of work on the Order by the Supplier (or as soon as possible thereafter) and they shall then be incorporated in the Order by amendment in accordance with clause 25.
6.2 Prices shall be non-revisable and shall be exclusive of VAT and, in the case of non-EU Supplies, exclusive of import taxes.
6.3 If VAT is payable, it shall be separately identified on the invoice and shall be payable by PLALITE LTD subject to receipt of a valid VAT invoice.
6.4 No additional charges shall be payable by PLALITE LTD for packaging, insurance or delivery unless otherwise agreed and set out as a Special Condition and any such charge shall be separately identified on the invoice.
6.5 Prices shall be payable by PLALITE LTD to the Supplier in accordance with the provisions of this clause 10. PLALITE LTD is a signatory to the Prompt Payment Code.
6.6 The Supplier shall submit to PLALITE LTD on or after the provision of the Supplies an invoice in respect of the Supplies properly provided. Each correctly submitted and, where applicable, valid VAT invoice shall become due for payment at the end of the month following the month in which the invoice is issued provided that the Supplies have been delivered by the Supplier and accepted by PLALITE LTD in accordance with clauses 7 and 8 respectively.
6.7 Each invoice must be clearly addressed to the legal entity of PLALITE LTD and sent to (separately from any Supplies) c/o Accounts Payable Department as specified on the Order, referencing the Order number with respect to the Supplies together with the delivery advice note number and date.
6.8 The Supplier acknowledges and agrees that invoices shall only be passed for payment by PLALITE LTD if they comply with the provisions of this clause 10. Should any invoice contain incomplete or incorrect information or an incorrect or invalid charge, PLALITE LTD will be entitled to reject such invoice and return it to the Supplier or ask the Supplier to have it rectified and resubmitted (any such rectified invoice shall become due for payment at the end of the month following the month in which the invoice is resubmitted) or request the Supplier to issue a credit note to correct the error.
6.9 Payments to the Supplier shall be made by PLALITE LTD in Pounds Sterling (or the agreed currency of the Order) by Bankers Automated Clearing System (BACS) or equivalent Electronic Funds Transfer (EFT) or any established standing order.
6.10 Where PLALITE LTD is required to deduct withholding tax from its payment to the Supplier, it will deduct the minimum required by law and pay this to its tax authority within the statutory time limit. As soon as reasonably practicable, PLALITE LTD will provide evidence reasonably satisfactory to the Supplier that the tax deduction has been made and payment made to the relevant taxing authority.
6.11 Without prejudice to any other right or remedy PLALITE LTD may have, PLALITE LTD shall be entitled to offset any payment owed by it to the Supplier under the Order against any sums that are due and payable by the Supplier to PLALITE LTD under the Order and/or any other agreement.
6.12 The Supplier reserves the right to charge interest on all valid overdue amounts at the rate of four per cent (4%) per annum above the Base Rate, such interest accruing from the first day on which the payment is overdue until payment has been received by the Supplier.
6.31 Where any cost or expense under the Order is to be reimbursed, refunded or taken into account in any computation, the amount of that cost or expense shall be net of any VAT to the extent that the person meeting such cost or expense is able to recover such VAT as input tax under the provision of the UK Value Added Tax Act 1994 or under any other relevant legislation.
7.1 The Supplier warrants to PLALITE LTD that the Supplies shall be provided:
7.1.1 in accordance with the terms of the Order;
7.1.2 fit for the purpose for which they are intended;
7.1.3 free from defects (whether actual or latent) in design, materials and workmanship;
7.1.4 with reasonable care and skill;
7.1.5 in accordance with generally recognised commercial practices and standards in the industry; and
7.1.6 in compliance with all applicable laws and regulations as well as all of PLALITE LTD 's site (or, if applicable, PLALITE LTD's customer's.
7.2 The warranties in clause 7.1 shall, in respect of each of the Supplies, continue for twelve (12) calendar months from the date of acceptance of the relevant Supplies in accordance with clause 8.
7.3 If there is a defect in the Supplies during the warranty period, the Supplier shall without delay, upon receipt of notice from PLALITE LTD but at the absolute discretion of PLALITE LTD:
7.3.1 refund PLALITE LTD the price of the defective Supplies; and/or
7.3.2 repair or replace the defective Supplies at the Supplier's own expense and risk provided that, if the Supplier fails to do so, PLALITE LTD may arrange for them to be repaired or replaced (and all such costs incurred by PLALITE LTD shall be refunded by the Supplier within seven (7) days of the date PLALITE LTD's invoice is issued), and in either case the warranty shall continue for twelve (12) calendar months from the date of acceptance by PLALITE LTD of the repaired or replacement Supplies.
8.1 The Supplier shall indemnify each Indemnified Party against any and all liability, loss, claims, costs, expenses or damages of any kind whatsoever suffered or incurred by an Indemnified Party arising out of or in connection with any claim made against any of the Indemnified Parties by a third party:
8.1.1 arising out of or in connection with the provision of the Supplies, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Order by the Supplier, its employees, agents or sub-contractors; and
8.1.2 for death, personal injury or damage to property arising out of or in connection with a defect in the Supplies, to the extent that such defect is attributable to the acts or omissions of the Supplier, its employees, agents or sub-contractors.
8.2 Any indemnity provided by the Supplier under the Order shall not cover an Indemnified Party to the extent that a claim under it results solely and directly from the negligence or wilful misconduct of that Indemnified Party.
8.3 Nothing shall restrict or limit each Indemnified Party's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under any indemnity provided by the Supplier under the Order.
8.4 The provisions of this clause 12 shall survive termination of the Order, howsoever arising.
9. Counterfeit Parts Prevention
9.2 The Supplier warrants that Counterfeit Supplies shall not be supplied to PLALITE LTD or installed in PLALITE LTD 's products by the Supplier.
9.3 The Supplier warrants that only new, unused, authentic, genuine and legitimate Items shall form part of the Supplies supplied to PLALITE LTD.
9.7 The Supplier shall control Suspect Counterfeit Supplies to prevent unintended reuse or re-entry into the market and ensure they are not returned to their supplier unless under controlled circumstances for validation or testing. The Supplier and those entities within its supply chain shall ensure that Counterfeit Supplies do not re-enter the market and PLALITE LTD shall not be liable to the Supplier for the costs of any material that is not returned to the Supplier pursuant to this clause.
9.9 The Supplier shall flow down these requirements contained in this clause 9 to the Supplier's supply chain for any Items that are intended for supply to PLALITE LTD.
9.10 The Supplier shall inform its employees, contractors, workers and any other third parties (and shall procure that they shall inform their employees, contractors, workers and other third parties) engaged in the performance of work under the Order in writing prior to performance of work that there is a risk of criminal penalties associated with any falsification, concealment, fraud or misrepresentation in connection with work performed or Supplies provided under the Order in the UK and other jurisdictions.
9.11 The Supplier shall notify PLALITE LTD as soon as it becomes aware of any Counterfeit Supplies or Suspect Counterfeit Supplies which arise in relation to any Supplies.
10. Inducements & Ethics
10.1 Whether acting alone or with others, the Supplier undertakes that it will not do, and warrants that prior to accepting the Order it has not done, any of the following:
10.1.1 induce an employee, agent or sub-contractor of PLALITE LTD to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act or alter any of the requirements of the Order in return for any gift, money, benefit or other inducement; nor
10.1.2 without the prior written consent of PLALITE LTD, pay money or give any other benefit to any third party (either directly or indirectly) in connection with the negotiation and/or issue of the Order or any transaction related thereto; nor
10.1.3 encourage or facilitate an employee, agent or sub-contractor of PLALITE LTD to commit any act of dishonesty against PLALITE LTD which may benefit the employee, agent or sub-contractor of PLALITE LTD or be a detriment to PLALITE LTD, or both.
11. Law & Jurisdiction
11.1 The Order, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law.
11.2 If there is any dispute at any time between the Parties arising out of or in connection with the Order, then the Parties shall use reasonable endeavours to resolve the dispute amicably.
11.3 Subject to the provisions of clause 11.2, the Parties agree that any dispute arising out of or in connection with the Order, including any question regarding its existence, validity or termination, and any dispute relating to any non-contractual obligations arising out of or in connection with the Order, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat or legal place of arbitration shall be London. The language to be used in the arbitration shall be English.
12. Conflict Minerals
If the Supplies being supplied against this purchase order contain Tantalum, Tungsten, Tin or Gold then the Supplier shall ensure that any items or materials forming part of the Supplies have been purchased from legitimate and responsible sources which are in compliance with United Nations resolutions and which are not in any way involved in funding conflict. If requested by PLALITE LTD, the Supplier shall provide to PLALITE LTD all relevant information showing the source of such items and materials.
13.1 If the Supplies are packaged outside of the UK or contain packaging that originates from outside of the UK then the Supplier shall inform PLALITE LTD in writing as soon as is reasonably practicable of the composition and weight of the packaging materials used.
13.2 The Supplier shall comply with clause 13.1 above for circumstances including but not limited to:
(a) Supplies received by PLALITE LTD from a source outside of the UK; and/or
(b) Supplies received by PLALITE LTD from a UK source and containing packaging that originated outside of the UK.