Universal Supply and Engineering Limited

1 In these conditions “the company” means USEL, Unit 30 Orgreave Close, Dore House Industrial Estate, Sheffield, S13 9NP. “The Contractor” means all parties to the Contract other than the Company. “the Goods” means the Goods, plant, machinery, apparatus, materials and any other articles of whatever kind to be supplied by the Contractor under the contract. “the work” means the work to be done and/or services to be provided by the contractor under the Contract and the Goods to be supplied in connection herewith.

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2 All contracts whether oral or in writing for the supply of the Goods to the Company are entered in to by the company only upon these Conditions and no contract shall be deemed to have been concluded between the Company and the Contractor unless and until the Contractor has accepted these Conditions either expressly or by necessary implication. Consequently, and subject to Condition 3 hereof anything in any document forming part of or incorporated in any such contract which is inconsistent with these conditions or any part there of shall have no effect and every such document shall be deemed to incorporated these Conditions.

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3 No variation of or addition to these Conditions shall be effective unless in writing and signed for and on behalf of the Company.

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4 The Goods and the work shall conform t the relevant British standard Specification.

1 Definitions

1.1 “the Buyer” means USEL

1.2 “the Seller” means the addressee in the Order

1.3 “the Goods” means the Goods and materials to be supplied by the Seller under the Contract.

1.4 “the Work” means the services to be provided by the Seller under the Contract.

1.5 “the Contract” means the contract arising directly of indirectly from the Order, including all documents to which reference may properly be made to determine the rights and obligations of the parties there under.

1.6 “the Order” means the Buyer’s Purchase Order.

1.7 “the Conditions” means the conditions set out herein

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2 Acknowledgement and Contract

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2.1 The conditions shall apply to the Contract unless expressly agreed otherwise in writing by the Buyer

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2.2 The Buyer’s Form of Acknowledgement attached to the Order must be completed by the Seller and delivered to the Buyer within 14 days of receipt of the Order. The Contract shall be formed upon the receipt by the Buyer of the said acknowledgement or if earlier upon the commencement of work by the Seller following receipt of the Order either or which events shall be deemed to be an express acceptance by the Seller of the conditions and an acknowledgment that any comments of conditions conflict with or limiting or modifying the conditions set forth in any communication from the Seller before or after the date of the Order (shall be of no force or effect)

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3 Performance and Delivery

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3.1 Performance by the Seller shall be in accordance with the dates specified in the Contract. Time shall be of the essence of the contract. All periods specified in the Contract shall commence on the date of the Order. The Buyer shall be bound to accept partial deliveries not specified in the Contract nor Goods or Work tendered before the due time.

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3.2 The Seller will mark and despatch the Goods in accordance with the Buyer’s instructions and ensure that each separate consignment is suitably packaged and each item is clearly identified. Advice notes must be sent to the address specified in the Order by separated post on the date the Goods are despatched and a Packing Note must accompany the Goods. Every Advice Note must bear the Buyer’s Purchase Order Number.

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3.3 Unless agreed in writing no payment will be made for cases, containers or packaging materials of any kind. Where requested, empty packages will be returned after delivery at the Sellers risk and expense.

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4 Scope and Specification

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4.1 The Goods and the Work must be supplied and rendered strictly in accordance with the requirements of the Contract. In the absence of a specific reference to specification, the Goods and the Work must be new and of first-class quality.

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4.2 The Seller is deemed to have included in the price all goods, materials, services and facilities required for the execution and completion of the contract. The Seller will also be responsible for meeting all fees, royalties, commissions and other sums whatsoever payable for, or in relating to the provision of the Goods and the Works.

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4.3 The Seller shall be responsible for any discrepancies errors or omissions in drawing and other particulars supplied by him for the purpose of the contract whether or not the Buyer has approved the same and the Seller shall fully indemnify the Buyer accordingly. The Buyer shall at all times have free use of all drawings provided by the Seller under the contract for all purposes connected with the Goods and the Works.

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4.4 The Seller shall implement a quality management system, use Buyer designated or approved external providers, notify the Buyer of any nonconforming product or service & obtain approval from the Buyer for their disposition. The Seller shall prevent the use of counterfeit parts and is responsible for all associated verification, testing etc.

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4.5 Where the Seller intends to change any of its processes, products or services, including changes of their external providers or location of manufacture, then the Buyer shall be notified and approval obtained.

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4.6 Where the Seller uses external providers, the Seller shall ensure that applicable requirements are flown down to the provider.

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4.7 Documented information relating to the Buyers work must be retained, with retention periods and disposition requirements defined.

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4.8 The Seller shall ensure that persons in their employment are aware of their contribution to product or service conformity, how they contribute to product safety and the importance of ethical behaviour.

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5 Defects after Delivery

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5.1 The Seller will promptly repair or replace at the Buyer’s option and free of charge to the Buyer any part of the Goods or the Works which under proper use proves defective by reason of faulty or inadequate material, workmanship of design (other than a design made, furnished or specified by the Buyer for which the Seller has disclaimed responsibility [prior to the date of the order) within the period of 12 calendar months from the putting into commercial use of the Goods or the completion of the Works as the case may be, The said period of 12 month will cease to run in relation to any part of the Goods or the Works for the duration of any period in which such part is incapable of use by virtue of the occurrence of such a defect in another part thereof.

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5.2 The Seller’s obligations under Clause 5.1 will continue in respect of any part of the Goods or the Works repaired or replaced as aforesaid for a further period of 12 calendar months from the date of completion of such repair or replacement.

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5.3 Carriage costs for defective and replacement parts will be borne by the Seller.

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6 Buyer’s Property and Information

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6.1 Jigs, tools, patterns and all other equipment provided, or paid for in whole or in part by the Buyer for use by the Seller for the Contract shall remain or become the Buyer’s property (and be clearly marked by the Seller accordingly) and shall not be used by the Seller or any third party for any other purpose. Such items shall be maintained by the Seller in good condition and repair (fair wear and tear only excepted) and delivered by the Seller at its expense, to the Buyer’s works on completion of the contract until which time the Seller shall insure the said items against loss or damage from any cause for full replacement value as specified by the Buyer with an Insurance Company approved by the Buyer and procure the noting of the Buyer’s interest on the policies concerned.

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6.2 All drawings and information supplied or communicated to the Seller in connection with the contract shall remain the Buyers property and shall be treated as confidential. No disclosure or publication thereof must occur nor any use be made thereof other than for the purpose of the Contract, except where otherwise agreed by the Buyer. All rights to any invention process or technology developed fort he Contract shall become the Buyer's absolute property.

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6.3 Any free issue materials supplied by the Buyer for the Contract remains the Buyers property. The Seller must return any such materials as are not used and reimburse the Buyer with the values of all off-cuts, chippings, shavings or swarf.

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7 Inspection and Testing

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7.1 The Buyer reserves the right to inspect or test (at the Sellers premises or those of his subcontractors) work under the Contract at any time as provided in the Page 4 of 6 Order or otherwise as the Buyer may reasonable specify. The Seller shall at his own expense provide all necessary labour supplies and facilities to enable tests and inspections to be carried out. Any part of the Goods or the Works rejected following rejected or inspection as not conforming with the Contract shall be promptly executed again by the Seller. Test Certificates will be provided by the Seller where requested by the Buyer.

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7.2 Such inspection or testing shall not constitute acceptance of the Goods or the Work and does not relieve the Seller from any of his obligations under the contract.

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7.3 If the Goods or the Work when delivered or rendered do not conform with the Contract the Seller shall replace or rectify the same within a reasonable time. If the Seller fails to do so within 30 days of the date of written notice from the Buyer (or within such longer period as may be reasonable in the case of Goods or Work not capable of being made good within 30 days) the Buyer shall have the right to terminate the Contract in Whole or in part and secure replacement Goods or Work elsewhere. All expenses incurred in so doing (including carriage of returned rejected Goods) shall be paid by the Seller to the Buyer on demand and the Seller shall have no claim against the Buyer for such termination.

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7.4 The Buyer or their respective representatives, customers and regulatory authorities shall have access to the Seller’s premises at reasonable times to perform surveillance of the Seller’s quality programme or for specific inspection if applicable.

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8 Payment

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8.1 The terms of Payment are 30 days cash Nett Monthly

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8.2 The Seller shall submit invoices only upon completion of the Contract or at such intermediate points in the performance of the Contract as specified in the Order.

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8.3 The Buyer shall be obliged to make payments which shall otherwise be due to the Seller under the Contract only when it has received from the Seller and invoice which is correct in all material respects (bearing the Order Number), properly addressed and referenced (and constituting a tax invoice in the case of a Seller registered for Value Added Tax purposes). Where the price is not specified in the Contract such invoices must include a statement of materials, labour, overhead costs and other expenses (net of all Value Added Tax paid by the Seller) incurred in the performance of the Contract and the Seller shall provide such verification thereof as required.

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9 Property

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9.1 Property in the Goods shall vest in the Buyer free from all incumbrance upon delivery in accordance with the Contract except where clause 9.2 applies.

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9.2 Where the Buyer pays the Contract price in instalments property in all work done and materials purchased for or appropriated to the to the Contract as at the date of the payment of the first such instalment shall thereupon pass to the Buyer free from all incumbrances. Property in work executed and materials purchased for or appropriated to the Contract thereafter shall pass to the Buyer as aforesaid as soon as executed, purchased or appropriated. The seller shall Page 5 of 6 mark all work done and materials purchased of appropriated as aforesaid as the property of the Buyer.

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9.3 Risk in the Goods shall pass on the Buyer only upon delivery of the goods in accordance with the Contract until which time the Seller shall insure the Goods against loss or damage from any cause for full replacement value with Insurance Company approved by the Buyer and procure the noting of the Buyers interest upon the policy.

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9.4 Nothing in Clauses 9.1-3 shall prejudice the right of the Buyer to reject the Goods which right is retained until after the Buyer shall have inspected them.

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10 Sitework

Where the contract entails work within the Buyers premises or upon sites controlled or supervised in whole or in part by the Buyer the Seller shall ensure that all applicable statutory and other rules and regulations are observed by his employees, agents or sub-contractors whilst thereon. The Buyers own rules and regulations are available on request.

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11 Variations

The Buyer may at any time vary the contract. All variations to be effective must be included in a written Variation Order issued by the Buyer and upon receipt thereof the Seller shall proceed with the Contract as varied. If such a variation can reasonably be shown to affect the Contract price or delivery date reasonable adjustment shall be agreed provided always that the Seller shall have delivered written notice to the Buyer within 21 days of receipt of any Variation Order that the Variations concerned will give rise to a claim for such adjustment.

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12 Indemnity

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12.1 The Seller shall indemnify the Buyer against every liability it may incur to any other person whatsoever and against all claims demands proceedings damages costs and expenses made against or incurred by the Buyer by reason of any act or omission of the Seller his employees, sub contractors or agents or otherwise by reason of any breach or default of the Seller in carrying out, or failing to carry out properly, or at all, his obligations under the Contract.

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12.2 The Seller shall indemnify the Buyer against any claim relating to the infringement or alleged infringement or patent copyright registered design or other protected propriety rights held by third parties arising from the sales or use of the Goods or in connection with the Work. The Seller will be notified of all such claims to be dealt with by the Seller or at its expense.

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13 DEFAULT

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13.1 If the Seller fails to maintain a rate of progress which in the reasonable opinion of the Buyer is required for the Seller to achieve the delivery of completion date of dates specified n the Contract of if the Seller shall fail to comply with any other term of the Contract then the Buyer may by written notice require the Seller to remedy the failure concerned within 7 days (or Page 6 of 6 such longer period as the Buyer may specify) of the date of the said notice. If the Seller does not remedy the failure concerned within the stipulated period the Buyer shall be free (without prejudice to any other rights of the Buyer under the Contract) to terminate the Contract in whole or in part and to make other arrangements for the completion thereof. The Buyer shall be entitled to apply any unpaid part o the Contract price towards the cost of completion of the Goods or the work and to receive from the Seller any amount by which the said cost exceeds the unpaid sum.

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14  The Property and risk in the Goods shall pass to us on delivery or, in the case of delivery by instalments, on the delivery of such instalments and in either case the risk shall only pass if delivery is to a person authorised to receive the goods at the premises specified in the Order, or as otherwise agreed. Where the goods or any part of them, though ready for delivery are retained by you pending delivery instructions, then the property in such Goods shall pass to us on payment, but the risk in such Goods shall remain with you until actual delivery.

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15 The Contractor shall be liable for and shall indemnify the Company against all liability loss injury damage expense claims and proceedings whatsoever arising under any statue or at common law actual or alleged caused by or arising in connection with the goods or caused by or arising in connection with or in the course of the works and against all costs and expenses incurred in connection therewith, unless caused solely by the negligence of the Company

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