These Terms & Conditions apply in preference to and supersede any Terms & Conditions referred to, offered, or relied on by the Seller at any stage in the dealings between the Buyer and the Seller with reference to the Goods or Services to which this Contract relates. Without prejudice to the generality of the aforementioned, the Buyer will not be bound by any Standard or Printed Terms referred to, or furnished by the Seller in any of its documents, unless the Seller specifically states in writing, separately from such Terms, that such Terms are required to apply, and the Buyer acknowledges this in writing. In this context, quotations referred to in the Contract are referenced only for price, delivery and quality.

When this Contract contains other Terms & Conditions, and conflict occurs the order of precedence shall be:

• An agreed amendment to the Purchase order.
• The Terms & Conditions on the face of the Purchase Order.
• The Terms & Conditions in any attachments to the Purchase Order.
• These Conditions.

Definitions

`Buyer’ shall mean Wilkinson Dynamic Balancing Ltd (WDB Ltd) or any wholly owned or associated subsidiary so named at the address stated on the Purchase order.

`Seller’ shall mean the person, firm, or company to whom the Purchase Order is issued.

`Goods and Services’ shall mean all matter, articles, things, or provision of labour to carry out tasks, which are the subject of a Purchase Order.

`Packaging’ includes bags, cases, carboys, cylinder, drums, pallets, tank wagons and other containers.

`Order’ shall mean a duly authorised WDB Ltd Purchase Order form which details the instructions to the Seller.

`Contract’ shall mean the instructions of the Buyer contained in the Purchase Order, any other conditions, or documents referred to in the Purchase Order, and these general conditions accepted by the Seller.

`Amendment’ shall mean any variation to the Contract confirmed by an Authorised Purchase Order Form carrying the words `Purchase Order Amendment Number ….’.

`Authorised’ shall mean the signature of the person that is either named or whose status is shown on the face of the Purchase Order.

`Firm and Fixed Price’ shall mean no variation of price nor reconciliation of costs is permitted.

Authority

The Buyer shall not be liable for any order, amendment, letter of intent, or instructions to proceed with orders unless and until authorised, or confirmed, on the original Buyers Order.

Pricing

Unless specifically agreed on the Contract, all prices shall be firm and fixed for the duration of the contract, inclusive of carriage, packaging and certification (where required) but exclusive of import duty or VAT.

REACH: The supplier represents and warrants that the Goods and any substances contained therein are not prohibited or restricted by, and are supplied in compliance with, any laws or regulations of any country or jurisdiction in the world, including but not limited to the United States, the European Union (“EU”), and nations adopting legislation similar to that of the EU, and that nothing prevents the sale or transport of the Goods or substances in Goods in any country or jurisdiction in the world and that all such Goods and substances are appropriately labeled, if labeling is required, and have been pre-registered and/or registered and/or authorized under the EU Registration, Evaluation, Authorisation and Restriction of Chemicals regulation (“REACH”), if pre-registration, registration and/or authorisation is required.

In addition to complying with REACH, the EU’s regulation of chemical substances, Supplier shall timely provide the Company with all relevant information on the Goods so that the intent of REACH is met for communicating with downstream users as defined in Article 3(13) of REACH (any person established in the EU who uses a chemical substance in the course of his industrial or professional activities; the definition does not include the manufacturer, importer, distributor, or consumer), and in any case, Supplier shall provide all information necessary for the Company and/or any downstream user to timely and accurately fulfill their obligations under REACH.

The supplier recognizes, consistent with the public policy underlying enactment of the Conflict Minerals provision (Section 1502) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), the significant legal and non-legal risks associated with sourcing tin, tantalum, tungsten and gold (the “Conflict Minerals”) from the Democratic Republic of the Congo and adjoining countries (“DRC countries”). Accordingly, Supplier commits to comply with Section 1502 of the Act and its implementing regulations; to the extent Supplier is not a “Registrant” as defined in the Act, Supplier shall comply with Section 1502 of the Act and its implementing regulations except for the filing requirements. In particular, Supplier commits to have in place a supply chain policy and processes to undertake (i) a reasonable inquiry into the country of origin of Conflict Minerals incorporated into products it provides the Company; (ii) due diligence of its supply chain, following a nationally or internationally recognized due diligence framework, as necessary, to determine if Conflict Minerals sourced from the DRC countries directly or indirectly support unlawful conflict there, and (iii) risk assessment and mitigation actions necessary to implement the country of origin inquiry and due diligence procedures. Supplier shall take all other measures as are necessary to comply with the Section 1502.

Code of Conduct

Code of Conduct. Supplier shall adopt and comply with a policy statement or code of conduct regarding business ethics (“Code”). The Code will be suitable for Supplier’s business and as a minimum will require compliance with all applicable laws and regulations. The Code shall assure a safe and healthy work environment, prohibit the use of child or forced/slave labor, provide for the protection of the environment and minimization of waste, emissions, energy consumption and the use of materials of concern and prohibit engagement in corrupt practices (e.g. facilitating, offering or paying any bribe). This section creates no additional duties for the Company with respect to Supplier and confers no rights on third parties.

Modern Slavery Act

The Supplier shall, at all times, comply with the Modern Slavery Act of 2015 (UK). In particular, the Supplier shall not use any form of forced, bonded, compulsory labour, slavery or human trafficking.

Quality

The goods supplied will be fit for purpose, new and of good construction, sound materially, of adequate strength and free of defects in design, materials and workmanship. Notwithstanding the aforementioned, goods supplied must comply with the express terms of the contract and implied conditions, warranties and terms contained in the Sale of Goods Act 1979, and Supply of Goods and Services Act 1982, any related statutes, and any statutory re-enactment(s) or modification(s) thereof and with any specification of the British standards Institution (or equivalent) which is relevant to the Goods and Services at the time of order.

The Supplier undertakes to ensure all members of its workforce are trained in the recognition and prevention of counterfeit parts, their contribution to product/service conformity and product safety and the importance of ethical behaviour.

Access

The Seller will allow the Buyer, their customer and regulatory authorities the right of access to all facilities involved in the Order and to all applicable records.

Payment

Provided Goods and Services have been received and comply with the requirements of the Purchase Order, unless otherwise agreed, payment shall be made 60 days from the date the invoice is received, or the goods are delivered, whichever is the later.

Value Added Tax, where applicable, must be shown separately on al invoices.

Payment may be delayed but no prompt payment discount shall be forfeited by the Buyer, if the Seller fails to mark the Buyers order number on the consignment, package packing notes, invoices, monthly statements and all other correspondence.

Any payment shall be without prejudice to the Buyer’s rights, should the goods or services prove unsatisfactory or not in accordance with the contract.

Assignment & Sub-Contracting

The Seller shall not assign or contract any of its rights or duties under this Contract without the prior written authority of the Buyer.
Where permission is given, the Seller shall remain responsible for the performance of the Order, and ensuring that any Assignee complies with the requirements of this Contract. When requested by the Buyer, a copy of sub-order detail will be provided at no charge.

Cancellation

Any time or period of delivery, despatch or completion shall be of the essence. The Buyer shall also be entitled to cancel an Order or any part thereof and/or claim reimbursement for all losses and expenses suffered in the event that:

• The Seller fails to deliver Goods and Services in accordance with the terms of the Order.
• The Seller fails to make progress with the Order so as to jeopardise the purpose of the Order.
• The Seller being given a reasonable period to rectify the situation, fails to provide an adequate or satisfactory service.
• The Seller becomes bankrupt or insolvent, or has a receiving order made against it, or compounds with its creditors or, being a corporation, commences to be wound up or if the Seller attempts to carry on its business under a receiver for the benefit of any of its creditors.
• The Seller is the subject of a takeover by or merger with another company.

In the event of cancellation for any of the foregoing reasons, or, in the event of circumstances unforeseen at the time of placing the order resulting in the goods and services being no longer required, the Buyer shall not be liable for any unfulfilled commitment.

Packaging, Delivery and Marking

All goods supplied against the Order must be adequately protected against damage and deterioration in transit and delivered, carriage paid. Any information related to the handling and storage of goods upon receipt is to be clearly marked on the packaging and accompanying paperwork. The goods shall be at the Seller’s risk until delivered to the Buyer at the point specified in the Order, unless the Buyer otherwise agrees in writing. Unless otherwise provided in the Order, the Seller shall be considered responsible for the collection and disposal of all returnable packaging at no cost to the Buyer.

Patents and Other Rights

The Seller will indemnify the Buyer against any claim or infringement of Letters Patent, Registered Design, Trade Mark, or Copyright by the use or sale of any article or material supplied by the Seller to the Buyer and against all costs and damages which the Buyer may become liable in any such action. The Buyer on his part warrants that any instruction furnished or given by him shall not be such as to cause the Seller to infringe any Letters of Patent Registered Design, Trade Mark, or Copyright in the execution of the Purchase Order. In the event that the Seller becomes aware of any such arrangement, notification must be given to the Buyer immediately.

Where development forms part of this order, the ownership of any invention, design or copyright arising from such development, shall be transferred to the buyer, and the Seller shall co-operate in any measure necessary to make such a transfer effective as soon as any right arises.

The Seller shall treat all information provided by the Buyer as confidential and use such information only for the purposes of performing the Buyer’s Order.
Where drawings or other data are issued, the Seller shall exercise proper custody and control and return/dispose of such in accordance with the Buyer’s instructions.

Indemnity

The Seller will keep the buyer indemnified in respect of all loss and/or expense which results during proper use directly or indirectly from defective materials, goods workmanship or design, supplied by the Seller, and against any claims for the loss or injury to any person by reason of the Seller’s negligence, or any act of omission on the part of the Seller’s employees, sub contractors or agent arising out of the performance of the Order.
The Seller will also keep the Buyer indemnified against any damage to the Buyer’s property (including any materials, tools or patterns sent to the Supplier for any purpose).  The Seller will repair, or replace at the Buyer’s request any defective items, free of charge.

Safety

In accordance with the requirements of the Health and Safety at Work Act 1974 and any re-enactment or amendment thereof, any safety precautions required for the handling of the material covered by the Order are to be clearly indicated on each consignment.

Hazardous goods must be marked in accordance with Classification, Packaging and Labeling of Dangerous Substances Regulations 1984 and subsequent amendments. Risk and Safety notice must be in English.

Goods must be accompanied by emergency information in English in the form of written instructions, labels or markings. The Seller shall observe the requirements of U.K. and International Agreements relating to the packing, labelling and carriage of hazardous goods.

Hazard data sheets must be supplied with the delivery for all hazardous materials, and the information contained in the data sheets must meet the legal requirements of the Health and Safety at Work Act and the Health and Safety executive Guidance Note HS/G27.

Acceptance

The Seller will notify the Buyer of any non-conformance. Acceptance of the non-conforming product will be at the Buyer’s discretion and the Seller must obtain this acceptance in writing before proceeding with any modifications/corrections.

In the case of goods delivered by the Seller not conforming with the Contract whether by reason of not being of quality, or the quantity, or fit for the purpose stipulated, the Buyer shall have the right to reject such goods within a reasonable time of their delivery and to purchase equivalents elsewhere without prejudice to any other right which the Buyer may have against the Seller. Before exercising the said right to purchase elsewhere, the Buyer shall give the Seller reasonable opportunity to replace rejected goods with goods which conform to the contract.
Where the Buyer receives goods as unexamined, the Buyer’s rights to subsequently reject them if they do not comply with the specification, or claim for shortage, shall not be prejudiced.
When goods are rejected, they will be returned at the Seller’s risk and expense. The making of payment shall not prejudice the Buyer’s right of rejection.

Variations

The Supplier shall not alter any of the goods/processes, except as directed by the Buyer. The Buyer shall have the right, from time to time during the execution of the Contract, by amendment to the order, to direct the Supplier to add or omit, or otherwise vary, the goods, and Supplier shall carry out such variations and be bound by the same conditions, so far as applicable, as though the said variations were stated in the Contract.

Suspension

In the event of any interruption of the Buyer’s business due to circumstances beyond the Buyer’s control, such as, but not limited to any dispute, fire, explosion or accident which would prevent or hinder the use of goods or services which are the subject of the Order, the Buyer shall have the right to suspend the Order until such circumstances have ceased.

Loss or Damage

The Seller shall be liable for any loss or damage, (including any consequential or indirect loss), howsoever arising, which may be suffered by the Buyer, by reason of any defect in, or failure to perform, on the part of the Goods and/or Services.

Use of Equipment

Contractors and sub-contractors are not permitted to use for any purposes whatsoever plant or equipment belonging to

WDB Ltd

If any employee of WDB Ltd consents or purports to consent to any such use of its plant or equipment, the person saying the same, does so at his peril and WDB Ltd would accept no liability for the condition of any such plant or equipment or for any injury, loss or damage arising out of the use thereof, however caused.

Law

The construction validity and performance of the Order shall be governed by the law of England and subject to the exclusive jurisdiction of the English courts.