Dec 2018

Terms and Conditions detailed form part of all Purchase Orders and Service Orders.  Acceptance of  Purchase / Service Order implies acceptance of these Terms and Conditions.

1. Definitions

“Contract” shall mean any contract resulting from this order
 “Order” shall mean this purchase order
 “Buyer” shall mean B. Hepworth and Co Ltd
 “Seller” and/or “Supplier” shall mean the person on whom this order is placed
 “Goods” shall mean the supplies to be delivered under the contract and shall be deemed to include any service(s)

2. Acceptance

This purchase order constitutes buyer’s offer to seller, and is a binding contract on the terms and conditions set forth herein when it is accepted by seller either by the acknowledgement or the commencement of performance hereunder.  No condition stated by the seller in accepting or acknowledging this order shall be binding upon buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by buyers written approval.

3. Revisions

No revision of this order of any of the terms and conditions hereof shall be valid unless in writing and signed by an authorised representative of buyer’s purchasing department.

4. Delivery

4.1 Delivery shall be strictly in accordance with the delivery schedule set out in this order.  Not withstanding this provision, the seller shall not be liable for delays or defaults due to causes beyond its control and without its fault or negligence, provided however, that if the seller has reason to believe that deliveries will not be made as required, due to such cases, written notice setting forth the cause of any anticipated delays shall be given immediately to buyer.

4.2    The supplier shall complete and deliver the goods at the time or times specified in the order and in this respect time shall be of the essence. 

4.3    If for any reason seller cannot deliver in time with buyer’s requirements then all premium transportation costs to meet delivery schedule shall be at the seller’s expense.

5. Deliveries Made

5.1 If the supplier delivers quantities in excess of the quantity due the purchaser shall have the right to accept or reject the quantity in excess of that due.

5.2 The buyer shall not be obliged to accept delivery of any goods prior to the delivery date and if the seller shall do so:

a) the buyer shall be entitled to charge storage to the supplier and
b) the date for payment shall be calculated according to the due delivery date

6. Termination

Failure to comply with the specification, terms and conditions of this order or to deliver material in accordance with sellers promise shall be grounds for cancellation without penalty to buyer.

7. Acceptance and Rejection

All articles will be subject to final inspection and acceptance by buyer within a reasonable time after receipt at the designated destination, irrespective of prior payment.  The buyer may reject any article which contains defective material or workmanship or does not conform to specifications, samples or warranties.  Any article so rejected may be returned to seller at seller’s risk and expense, and at full invoice price plus applicable transportation charges both ways.  No defective article or material shall be replaced unless requested by buyer.

7.1    Certificate of Conformance (Required For Goods Where Required On the Relevant Drawing)
The certificate of conformance is a quality record that shall include the part number, purchase order number, quantity shipped, date shipped, manufacturer’s part number, manufacturer’s date code (see below) and details of certified quality system.  It should be signed to indicate compliance with the requirements of this document.  These are to be submitted for all parts delivered.
For the supply of raw material certification to EN10204 3.1 shall be supplied. The certificate will include the batch identification for the raw material.
All risk of conformance of the product supplied shall be with the supplier.

7.3    First Article Inspection (Required For All Customised Goods)
Required for all first deliveries of customised parts to include a full first article inspection report be filled out by the manufacturer.  The sample, on which the FAI was performed, shall be clearly marked, both on the sample and the FAI report.  Where the drawing has been updated and there is a change in the form, fit or function of the part, then an FAI must be submitted for the change/update only.
The FAI should confirm that all processes, materials and dimensions are met.  In the case of raw material or process i.e. paint, chromate, proof of acceptability shall be made available either through records or attached certificates.  Drawing notes should be referenced and their acceptance confirmed.
Any discrepancies detected by the manufacturer during the FAI shall be notified to B. Hepworth and Co Ltd and a deviation should be sought in advance of any parts being shipped to Under no circumstances shall a nonconforming part be sent without an  approved deviation.  Failure to comply with the above requirements will result in B. Hepworth rejecting the product.

7.4    Record Retention
Supplier shall retain verifiable objective evidence of inspection and tests performed.  Distributors of electronic components shall hold records detailing original manufacturers and associated date code/lot number.  Quality records shall be made available for evaluation for a contractually agreed upon period.  Unless otherwise specified, this period shall be ten years.

7.5    ESD
ESD sensitive parts to be packed in protective ESD packaging.  All non-ESD sensitive parts should be packed in dissipative packaging where possible to aid in the drive to remove any ESD damaging packaging before being received into stock.  Where ESD sensitive components are involved, the supplier must provide adequate protection in their workplace to protect against possible damage.

7.6    Right Of Entry
Buyer and or their customers reserve the right to determine and verify the quality of work, records, material and processes at any time, having given 14 days notice.

7.7    Supplier Control
Suppliers are responsible for ensuring that all applicable requirements of this purchase order are imposed on lower tier suppliers/manufacturers.

7.8    Quality System
Suppliers shall have in operation a certified quality system which meets the requirements of ISO 9001 as a minimum requirement or have completed a Quality approval questionnaire.

7.9    Special Processes (Sub-Contractors)
Seller shall develop a system, subject to approval for controlling special processes.  Any changes to these processes shall require written approval from buyer before implementation.

7.10    Supplier Request For Non-conformance Disposition
Suppliers shall request and receive written approval from the buyer prior to supplying any materials incorporating unapproved changes from drawings or nonconforming material.  The supplier shall provide details of relevant changes for evaluation with the request for approval.

7.11    Product Or Process Changes
Seller shall notify the buyer of any changes to the processes affecting delivery of the supplied product.  This includes changes of supplier production location. Written approval from the buyer must be received by seller before any goods in question are shipped.

7.12    Obsolescence
It is the seller’s responsibility to inform in writing of any product / part that is being discontinued.
A 3 month notice period is required at a minimum for any change and all current orders are to be honoured.

8. Packing

All goods shall be delivered suitably packaged to the destination on the face of the order.  All packages to be clearly identified with the purchase order number.  The seller shall not charge the buyer additional costs for pallets, containers or packaging and the buyer shall not be responsible for storage or return of such items.

9. Invoices

9.1 Invoices must state clearly the order number advice note numbers, descriptions, quantities and suppliers VAT registration number.

9.2 Invoices which do not agree with this order in terms of price, quantity and weights or where no proof of delivery can be found will be returned to the supplier.  Re-submitted invoices will be treated as new invoices in regard to payment.

9.3 A monthly statement of account is to be sent to the buyer embodying all invoices.

10. Warranty

Seller warrants that all articles, material and work furnished hereunder will be free from defect in material and workmanship and will conform to applicable specifications, drawings, samples and/or descriptions furnished by buyer.  The warranties of the seller, together with its service guarantees, shall run to buyer and/or customers.

11. Anti-Bribery, Modern Slavery, and Data Protection

11.1    The Supplier shall comply with and use reasonable endeavours to ensure all persons associated with the Supplier (as defined by section 8 the Bribery Act 2010) comply with all applicable anti- bribery and anti-corruption legislation including, the Bribery Act 2010 and any applicable EU directives.

11.2    The supplier shall as part of its obligations under this agreement, ensure that it complies and that all sub-contractors comply with the ethical trading initiatives minimum requirements along with compliance to the Modern Slavery act 2015.

11.3    The Supplier shall carry out its obligations under the Contract in compliance with all European and any other applicable data protection laws and with the EU Regulation 2016/679 General Data Protection Regulation (GDPR) (together the Data Protection Laws) which term shall include any statutory extension or modification amendment or re-enactment thereof and any regulations or orders made thereunder.

12. Conflict Minerals Disclosure

The Seller shall support the Buyer’s compliance with sourcing obligations to certain customers subject to requirements to report sourcing of tin, tantalum, tungsten and gold (“Conflict Minerals”) from certain countries in the African subcontinent. The Seller shall have due diligence processes in place to make reasonable enquiries, including with its supply chain, into the country of origin of Conflict Minerals included in the Goods sold to Buyer. The Seller shall disclose to the Buyer in writing those Goods containing Conflict Minerals prior to acceptance of this order. Seller shall report such data as may be required by Buyer to fulfil its obligations to its customers on sourcing of Conflict Minerals.

Hepworth Purchasing Terms and Conditions Dec 2018