Terms of Purchase

FM05 (Rev 0)

1. The seller by accepting this order agrees to all the instructions and conditions contained herein to the exclusion of any conditions which may have been submitted by the seller at any time.

2. The seller shall acknowledge this order within 7 days of receipt.

3. All goods shall be protected and packed to ensure safe delivery. The cost of said protection and packaging are included in the price specified on this order.

a) In the absence of specific requirements within the drawings or specifications, all delivered goods shall be adequately packaged to prevent damage and deterioration during shipment and storage. The cost of said packaging is included within the price specified on this order.

b) F.O.D (Foreign Object Damage/Debris) The supplier shall ensure work is accomplished in a manner to ensure FOD is removed during / after processing, especially where FOD may be visually obstructed (E.g., assembled parts). Prevention activities shall be in place to ensure Debris is not evident in stored and delivered items.

c) When applicable, the supplier should clearly identify the date of expiry/shelf life and cure date of product and/or material held on site.

4. Our order number shall be plainly marked on the package(s) and on all documents, invoices etc. rendered. Only our name and no other may appear on any goods supplied hereunder, except by our written permission.

5. Title in the goods to be supplied by the Seller hereunder shall pass to us upon delivery or, where appropriate and without prejudice to our right of rejection, when such materials have been appropriated to the contract.

6. The date of delivery specified here is of the essence of the order and the goods shall be delivered in accordance therewith. If at any time it should appear that goods will not be so delivered, the Seller shall advise us thereof with particulars of the prospective period of delay in which event we shall have the right, at our option, without prejudice to any other rights we may have in this event, to cancel this order or part thereof and make such other arrangements as we in our discretion consider necessary or appropriate, and any additional expenditure incurred by us arising there from shall be reimbursed to us by the seller.

7. Non-conforming Product.

a) C & F Millier must be notified in writing of any non-conforming product.

b) Approval must be obtained from C & F Millier for non-conforming product disposition.

c) In the event where non-conforming product is dispatched to C & F Millier the quantity and details of the non-conforming product must be included on the suppliers release documentation.

d) All non-conforming products dispatched to C&F Millier Ltd. must be clearly identified and segregated from any good product.

8. Any change in product, process and/or sub-supplier must be formally communicated to C & F Millier. And where required written approval obtained prior to implementing such changes.

a) The supplier shall formally notify C & F Millier of any changes to processes, products or services including changes to Direct or Sub-tier suppliers, or location of manufacture.

b) Formal written approval must be obtained prior to implementation of any such changes.

9. Records.

a) Quality records created or retained by suppliers, associated with the manufacture of C & F Millier Ltd product must remain legible and identifiable to the Purchase Order.

b) All records created or retained, must be held for a minimum period of 15 years after the completion date of the purchase order.

c) Disposal of records shall only be carried out following request and receipt of written approval from C & F Millier.

d) The following although not limited to, must be available (where required) for all product processed for C & F Millier: Raw Material certificates, Production route cards/works orders, Inspection and test records, FAIR Reports, Subcontract Purchase Orders and other appropriate documentation, Approved welders/testers training records, Release certificates.

10. All goods that are not in accordance with our requirements, or as stipulated on our order, drawing and/or specifications must be replaced free of cost to us, or at option, full credit must be allowed without replacement, or should the urgency of our requirements be deemed by us to warrant it, rectification may be carried out by us. In such case we reserve the right to debit you with the cost thereof.

11. Any goods supplied hereunder shall be of the best quality and workmanship and shall be guaranteed by the seller for the period of 24 months from delivery to us, or 12 months from being placed in operation whichever period expires the earlier, against defects arising from faulty materials, workmanship or design and defective goods shall be replaced or repaired at the seller's expense.

12. The seller shall defend and hold us harmless from all actions, claims, suits, and/or demands made against either or both of them in respect of injury to or death of any person(s) including employees of the seller, and for the loss of and/or damage to property arising from supply of any goods or materials or the erection, installation, repair or operation of any goods hereunder.

13. The Seller shall fully indemnify us against any action, claim or demand, costs and expenses, arising from, or incurred by reason of any infringement, or alleged infringement, any letters, patent, design, trademark or name, copyright or other protected rights in respect of any plant, work, material supplied or any arrangement, system or method of fixing or working employed by the Seller. In the event of any claim or demand being made or action brought against us in respect of any of the aforesaid matters, we shall notify the Seller thereof as soon as possible and the Seller shall conduct with our assistance, if necessary, but at his expense, all negotiations for the settlement of such matter and/or litigation involved, or which may arise there from.

14. The price stated on the order for the goods shall remain fixed and shall not be varied for any reason unless expressly agreed by us. We must be advised within seven days of your receipt of any amendments to this order if such amendments will affect the price. Whereupon we shall have the right to accept or reject your price for the amendment, and in the latter case the order shall remain unchanged in any way. Should such variation in price be not advised in the time stipulated it shall be deemed that the amendment does not affect the price.

15. The Seller shall treat as confidential as designs, drawings, data or information, written or verbal, supplied by us hereunder and shall use his best endeavours to ensure that such information is not divulged to any third party except with our consent where necessary for the purpose of performance of his obligations hereunder and subject to similar undertakings being obtained from such third parties to treat such designs, drawings, data or information in like confidence, other than designs, drawings, data or information which at the time of proposed disclosure are within the public knowledge or in the Seller's possession.

16. The seller shall not transfer, assign, or sub-let this contract or any part thereof without our written consent. Any permitted transfer, assignment or sub-letting shall not relieve the Seller of his obligations hereunder.

17. C & F Millier and its Customers/Regulatory Authorities reserve the Right of Access to your facilities and all applicable records should the need arise in order to perform verification activities in furtherance of a Purchase Order. As such access may be required to all appropriate areas of the supplier and/or sub supplier facility involved in the Purchase order.

18. Where applicable, the conditions and all appropriate information related to C & F Millier Purchase orders must be flowed down to any direct or sub tier supplier/Sub Contractor. This includes special requirements in terms of Key characteristics and other Product safety related expectations stipulated on the drawing or other documentation received (where applicable). The Supplier shall apply Controls to any direct and sub-tier suppliers to ensure that all applicable requirements including the requirements of the C & F Millier purchase order and those detailed above are complied with. Controls shall also be put in place to ensure that product, services, or processes provided by direct or sub-tier suppliers are verified and/or validated (where required) to ensure conformity to requirements prior to shipment to C & F Millier. The supplier shall only use Customer Approved sources for supply of material including those sources required for carrying out special processes.

19. This order shall be construed and take effect in accordance with the laws of England.

20. a) The supplier shall plan, implement, and control processes appropriate to the supplier's organisation and product or service provided, to prevent the use of counterfeit or suspect counterfeit parts. Suppliers shall ensure considerations (where appropriate) should be had with regard to:

a. Training of employees in awareness and prevention of counterfeit parts.

b. Application of a parts obsolescence monitoring program.

c. Controls for acquiring externally provided product from original or authorised manufacturers, authorised distributors or other sources.

d. Requirements for ensuring traceability of parts to original or authorised manufacturers. e. Verification and test methods or practices to detect counterfeit parts. f. Monitoring of counterfeit parts reporting from external sources. g. Quarantine and reporting of suspect or detected counterfeit parts immediately.

b) The supplier shall ensure employees within their organisation are made aware of:

a) Their contribution to product conformity.

b) Their contribution to product safety.

c) The importance of ethical behaviour.

21. The supplier will be subject to performance measurement by C & F Millier with regard to Delivery and Quality. Where trends of poor performance are noted, the supplier agrees to implement improvement actions as appropriate.

FM05 (Rev 0)