Terms and Conditions of Purchase





1. CONTRACTING PARTIES: The Company placing the order is Photo-Sonics International Ltd and is herein called the "Buyer" and the person, firm or company receiving the order (whose name is stated overleaf) is herein called the "Supplier". These conditions shall apply to all enquiries and orders of the Buyer and shall govern any contract made between the Buyer and the Supplier.

The use of sub-contract suppliers can only be carried out with the express agreement of Photo-Sonics International Ltd. The original supplier shall be deemed responsible for all actions of any sub-contract supplier used.

2. FORM AND ACCEPTANCE OF ORDER: To be valid and recognised by the Buyer all orders must be written on the Buyer's official form bearing an order number and signed by an authorised signatory of the Buyer.

No other terms or conditions shall apply to this order or any contract arising there from other than these terms and conditions or such special terms or conditions as are otherwise contained in this order.

3. ADVICE NOTE: A Delivery Note bearing the Buyer's Official Order Number must be sent to the Buyer on the same day that the goods are dispatched and copy of such Delivery Note or Packing Slip bearing the Buyer's Official Order Number must be enclosed with the goods.

4. INVOICES: Invoices showing Buyer's Official Order Number Suppliers Delivery Note and Part Number must be dispatched after each consignment of goods.

5. PAYMENT TERMS: Buyer's standard settlement terms are net monthly account i.e. at the end of the month, one month following the month of receipt of goods and invoice.

Any variation of these terms must be specifically agreed.

6. STATEMENTS: Invoices must be submitted in due time to permit payment in accordance with the agreed settlement terms.

7. DELIVERY AND FORCE MAJEURE: (a) The goods must be delivered or work carried out as the case may be, in the quantities (or at the rates) and at the times stated in the Buyer's Delivery or Works Schedules or in accordance with any other instruction given by the Buyer, if delivery or completion of the work is delayed or hindered by any cause of a force majeure nature, strikes, lock-outs, fire or accident, act of Government or national calamity or any other cause beyond the Supplier's control, an extension of time may, at the Buyer's absolute discretion be granted provided that written notification of such delay or hindrance is given immediately the same arises.
The buyer reserves the right to cancel any order wither in whole or in part without incurring further liability if delivery is not made or the work not completed within the time stated or any agreed extension thereof.

(b) If any of the causes referred to in condition (a) above affect the Buyer and prevent the use or employment of the goods or services ordered for the purpose for which they were ordered the Buyer may serve in notice writing on the Supplier cancelling or suspending this order.
If any such notice suspends this order the Buyer may at any time thereafter while the said clauses prevail serve a further written notice on the supplier cancelling this order.
If the order is cancelled by the Buyer under the provisions of this sub-clause a fair and reasonable price shall be paid for all work in progress at the time of service of the first notice to the supplier and which is subsequently received by the Buyer.
The Buyer shall not be liable for any loss to the Supplier including consequential loss.

8. PROPERTY AND RISK: Unless the Supplier is instructed in writing to the contrary by the Buyer delivery shall be carriage paid to the place of destination specified in this order, at the Supplier risk and by any suitable method of transport specified by the supplier. All goods in transit shall be properly insured by the Supplier. The Buyer reserves the right to collect the goods in its own vehicles in which event the Supplier shall make due all allowance to the buyer in respect of any carriage charges not incurred by it. Any carrier appointed by the Supplier or specified by the Buyer shall be the agent of the supplier and not of the Buyer.

(b) Except, where goods are purchased outside the United Kingdom c.i.f. property and risk in the goods shall pass to the Buyer only on delivery to the Buyer in accordance with the instructions contained in this order or on collection by the Buyer
in its own vehicles.

(c) All delivery instructions of the Buyer shall be strictly complied with and failure to do so will render the order to total or partial cancellation at the option of the Buyer and the Buyer shall thereupon be entitled to purchase such goods elsewhere and recover from the Supplier any losses, expenses or costs thereby incurred.

9. PERIODICAL DELIVERY: Where goods or services are ordered for delivery or execution over a period of time whether or not in accordance with a delivery or works schedule the Buyer reserves the right on reasonable notice to fix or vary
such rates.

10. QUALITY AND FITNESS: The provisions of Section 13, 14 and 15 of the Sale of Goods act 1893 (as amended) shall apply to any contract arising from this order and in addition to and without limiting such provision the supplier warrants that all goods and services supplied or carried out shall be of the very best quality and subject to the buyers approval, and must meet the governing specifications as to quantity, quality, standards or description. The Buyer reserves the right to reject goods or services which are faulty or do not conform to the quality, standards or description as specified in this order. The Buyer may return the rejected goods at the Supplier's risk and expense.
All supplies are to be submitted in accordance with the Photo-Sonics International Ltd Quality Requirements as defined in Photo-Sonics International Ltd Quality Manual & Procedures.

11. INSPECTION: The buyer reserves the right to inspect any production process of the Supplier or any goods acquired by the Supplier for the purpose of this order and to inspect goods prior to dispatch from the Supplier's premises, and in the case of services to inspect prior to its completion.
If as a result of any inspection the Buyer is of the reasonable opinion that any goods or works do not comply with this order or are unlikely on completion so to comply, he shall inform the Supplier accordingly in writing, and the Supplier shall take such steps as may be necessary to ensure such compliance. No such inspection undertaken by the Buyer shall in any way affect the Supplier's obligations under the terms of this order or in any way affect the Buyer's remedied in case of any breach by the Supplier.

12. CONTRACT UNASSIGNABLE: The Supplier shall not without the Buyer's written consent directly or indirectly, in whole or in part, assign transfer or sub-contract to any third party any contract with the Buyer or any benefit or obligation there under, in all circumstances the Supplier remains liable for the due fulfilment of the contract.

13. INDEMNITY: The Supplier will indemnify the Buyer against the following:-

(a) Loss or damage or injury whatsoever and whensoever arising, caused to the Buyer, or for which the Buyer may be liable to third parties, due to defective workmanship or unsound quality of the goods or services supplied or any other breach
of the Supplier's obligations.

(b) Claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent of sub-contractors, of the Supplier while in or about the Buyer's site or works or other places of business.

(c) Consequential loss or damage sustained by the Buyer or for which the Buyer may be liable, as a result of the failure of the Supplier to perform the work or supply the materials in accordance with the terms of this order.

The Supplier shall effect and maintain insurance against his liability under the above indemnity and shall if required by the Buyer produce the policy, or policies to the Buyer for inspection.

14. PATENTS AND OTHER MONOPOLY RIGHTS: The Supplier warrants that the design, construction and quality of any goods to be manufactured or supplied by him comply in all respects with any Statute, Statutory rule or Order, or Regulations which may be in force at the time and further that the sale or use of the goods by the Buyer would not infringe any British or Foreign patent, trade make, trade name or registered design. The Supplier undertakes to indemnify the buyer against loss, damage, liability, cost or expenses, which the Buyer may suffer or incur by reason of any breach of the said warranties.
If the Buyer is at any time advised or has reasonable cause to believe that the Supplier is or would be in breach of any of the warranties contained in this Condition he may, without affecting his rights against the Supplier contained herein or otherwise, cancel this order without liability for any loss to the Supplier including consequential loss.

15. SPECIAL PATTERNS, JIGS, TOOLS, SPECIFICATIONS AND OTHER DATA ARE THE PROPERTY OF THE BUYER: (a) in paragraphs (b) to (d) inclusive of this condition patterns, gauges, jigs, tools, templates, drawings, specifications and other things which are delivered to the Supplier by the Buyer, or purchased or made by the Supplier for the special purpose of manufacturing the goods or assembling the goods as part of the Buyer's products or for use in compiling spare parts manuals relating to the Buyer's products are called "Special items", goods of the Buyer's design or which are designed by the Supplier for/or at the Buyer's special requirements are called "Special goods", and materials supplied by the Buyer are called "Buyer's materials".

(b) Special items may not be used by the Supplier for any purpose other than the manufacture of goods for the Buyer, must be treated by the Supplier as confidential and not disclose to others, must be held by the Supplier in safe custody and free from loss and damage, howsoever occasioned and maintained in good usable condition; must be delivered to the Buyer immediately upon demand. Parts must be insured at replacement value.

(c) Special goods may not be supplied by the Supplier to anyone other than the Buyer except with the Buyers prior written consent.

(d) The property in Buyer's material (whether charged to Supplier or not) will not pass to the Supplier but remain with the Buyer. The risk passes to Supplier on delivery; Buyer's material (whether charged to the Supplier or not) may only be used by the Supplier for fulfilling the Buyer's orders and the Supplier will render to the Buyer on request a true and complete record on consumption.

(e) The Buyer will have free right to reproduce and use and authorise others to reproduce and use any drawings, technical information and documents, improvements and modifications (whether originating wholly or partly with the Supplier or its sub-contractors) relating to the goods or their assembly or the assembly of them as part of the Buyer's products or useful in compiling spare parts manuals of Buyer's products.

16 CONFIDENTIALITY: The Supplier shall treat this order and all designs, drawings, specifications and other information supplied therewith as confidential and shall not disclose the same to any third party or use the same for the benefit of any third party without the Buyer's written consent or infringe any copyright, patent, trademark, trade name or registered design vested in the Buyer.

17. PRICE: (a) No increase in price shall be accepted without the written prior approval of the Buyer. A minimum of one calendar months notice must be given of proposed price increases.

(b) If at any time prior to the complete fulfilment of this order the Supplier sells similar goods or supplies similar services in the United Kingdom at prices below those relating to this order any remaining goods or services shall be sold or supplied to the Buyer at such reduced prices.

18. PACKING: The goods must be suitably preserved and packed by the Supplier. In the absence of intimation to the contrary at the time of quotation, any packing, boxing or crating is non-chargeable and non-returnable. Any charges for packing must be rendered by separate account and credited in full upon return.

19. IDENTIFICATION: Each package/Container to clearly specify on the outside the contents within, by Buyer's part number, description and quantity. Also where requested certificates of Conformity are to accompany goods.

20. MARKING: Unless the goods are 'proprietary goods' of Supplier's design intended for sale generally, the Supplier shall not without the Buyer's prior written consent mark the goods with any trade mark, name or device whatsoever. The Supplier shall mark the goods as required by the Buyer.

21. GOVERNMENT CONTRACTS: Insofar as this order is placed in connection with or for the purpose of a contract with a Government Department the Order is deemed to be subject to such conditions, rules, regulations and instructions as are appropriate under the terms of such contract for inclusion in the Order. The Buyer upon request thereof will supply particulars and in the absence of such request the Supplier shall be deemed to have full knowledge thereof. If any right of determination of such contract is exercised by the Government Department in question, the Buyer may in turn, without liability, determine any contract resulting from this order.

22. SUPPLIER NOT BUYER'S AGENT: nothing in the terms of these conditions shall make or be construed as creating the Supplier as the agent of the Buyer.

23. SAVING OF RIGHTS: Failure by the Buyer to enforce any of these conditions shall not be construed as a waiver of any of the Buyer's rights hereunder.

24. ENGLISH LAW APPLIES: The contract shall be construed and operate in accordance with the laws of England.

Photo-Sonics Terms and Conditions of Purchase

Photo-Sonics International Ltd, 5 Thame Park Business Centre, Wenman Road, Thame, Oxon OX9 3FR Tel: +44 (0)1844 260600


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