Electropak Ltd Terms and Purchase

Form: E17 – Issue: 1 – Last Updated: 10/12/2025

Terms and Conditions of Purchase

In these conditions of purchase, the ‘Buyer’ means the company issuing the Purchase Order – in this instance, Electropak Limited; the ‘Supplier’ means the person, firm or company supplying the ‘Goods/Services’; ‘Goods/Services’ means the goods, materials, parts, assemblies and/or services which are the subject of the contract between the Buyer and the Supplier.

(1) Acceptance of Orders:

(a) Except where a formal agreement has been entered into between the Buyer and the Supplier, acceptance of every Purchase Order placed with the Supplier will be subject to these Conditions of Purchase which will override any conditions stipulated, incorporated or referred to by the Supplier whether in its own or in any negotiations.

(b) The contract will be deemed to be made when the Supplier sends or otherwise communicates to the Buyer its acceptance of the Buyer’s Purchase Order.

(c) The Buyer will make sure the adequacy of requirements prior to their communication, including identification of relevant technical data (specifications, drawings, process requirements and work instructions) as appropriate. The Supplier will review such requirements for suitability and clarity before commencing work and as soon as possible seek written clarification where necessary.

(2) Delivery:

(a) Unless otherwise agreed in writing, delivery will be made to the place of business specified on the Buyer’s Purchase Order.

(b) Where instalment delivery has been agreed, each instalment will be deemed to be supplied under a separate contract and no issue or delay in delivery of any one instalment nor any defect therein will allow the Buyer to cancel the contract with regard to any other remaining instalment or defer payment for any such remaining instalment.

(c) All delivery dates are commitments. The Supplier will proactively inform the Buyer of risks to on-time delivery and take reasonable measures to mitigate delay. Advanced Shipping Notices and packing lists will reference the Purchase Order, part numbers, drawing/spec revision status and traceability identifiers (e.g., lot/heat/serial numbers) where applicable.

(3) Incoming Inspection, Complaints and non-compliance:

(a) The Buyer will inspect the Goods/Services upon delivery and will within fourteen (14) days give notice in writing to the Supplier of any matter or reason whereof the Buyer alleges that the Goods/Services are not in accordance with the Contract whether in quantity, quality, or otherwise.

(b) The Supplier will immediately inform the Buyer of any non-compliant processes, products, or services detected prior to shipment or after delivery and get written approval for their disposition. The Supplier will contain, investigate and correct the nonconformity and provide objective evidence of corrective action upon request.

(c) The Buyer may accept partial deliveries as part performance in addition to any rights or remedies. Goods must be appropriately stored and preserved by the Supplier to prevent damage, contamination, or foreign object debris (FOD).

(4) Price:

(a) Prices will be firm as stated on the Purchase Order unless otherwise agreed in writing. Any proposed price adjustment must be notified and agreed prior to performance.

(5) Payment:

(a) Unless otherwise agreed in writing, payment will be made no later than thirty (30) days from the date of a valid invoice.

(b) Invoices must reference the Purchase Order, item descriptions, quantities, delivery notes and any certificates required by the Contract.

(c) The Buyer will pay all sums when due without set-off save as permitted by law or agreed in writing.

(6) Property, Risk and Title:

(a) Risk will pass on delivery and acceptance at the Buyer’s designated location unless otherwise agreed.

(b) Title will pass upon delivery and acceptance, except where the Contract specifies earlier vesting of title in Buyer-owned material or tooling provided to the Supplier.

(c) Buyer-owned property, tooling, gauges and data provided to the Supplier will be safeguarded, identified and used only for fulfilling the Contract and returned on demand in good order.

(7) Supplier Quality, Approvals and Controls:

(a) The Supplier will implement and maintain a Quality Management System appropriate to the scope of supply (e.g., ISO 9001; AS9100 for aerospace-critical work when specified).

(b) The Supplier is expected to follow all applicable statutory, regulatory and customer-specific requirements communicated by the Buyer, including aerospace, environmental and export control regulations.

(c) The Supplier will get the Buyer’s prior approval, where applicable, for products/services, methods, processes and equipment used to fulfil the Purchase Order and will not change approved methods without written consent.

(d) The Supplier shall maintain effective communication with the Buyer, including:
(i) a named primary and secondary contact;
(ii) acknowledgement of Buyer communications within 2 business days;
(iii) proactive notification of risks to requirements, schedule, or quality; and
(iv) an escalation path for urgent issues.

The Supplier shall participate in performance reviews and provide requested information to support monitoring and continuous improvement as required by the buyer.

(e) Where the Contract or Purchase Order specifies customer-designated or approved external providers (including special process sources), the Supplier will use only those sources and provide evidence of approval.

(f) The Supplier will make sure production process controls, preservation and release of product/services are documented; a Certificate of Conformance will accompany each shipment and identify Purchase Order number, part number/description, drawing/specification revision, quantity and applicable traceability identifiers.

(g) The Buyer may monitor supplier performance, including quality, delivery and responsiveness and will share feedback to support continuous improvement.

(8) Personnel Competence and Awareness:

(a) The Supplier will make sure that persons performing work are competent and, where required, qualified/certified to applicable standards (e.g., welding, adhesive bonding, coating).

(b) The Supplier will make sure personnel are aware of their contribution to product/service conformity, product safety and the importance of ethical behaviour, including the obligation to report concerns and avoid falsification of records.

(c) The Supplier should have a process that allows personnel to raise ethical concerns, product safety issues, or suspected record inaccuracies in a safe and supportive manner.

(9) Right of Access and Verification:

(a) The Buyer, its customers and regulatory authorities will have the right of access to the applicable areas of the Supplier’s and sub-tier facilities and to applicable documented information at any level of the supply chain, for verification or validation activities with reasonable notice.

(b) The Buyer or its customer may perform verification/validation at the Supplier premises. Supplier will provide reasonable support, accommodation and access to records, processes and test articles as required.

(10) Design, Development, Special Requirements and Key Characteristics:

(a) Where the Supplier performs any design or development, the Supplier will apply suitable controls and configuration management and provide design outputs, review records, verification/validation evidence and change control documentation as required.

(b) The Supplier will identify and control special requirements, critical items and key characteristics communicated by the Buyer (e.g., enhanced process controls, capability studies, 100% inspection).

(11) Test, Inspection and Production Process Verification:

(a) Where specified by the Buyer, the Supplier will perform test and inspection per the Contract and provide objective evidence of conformity with each delivery.

(b) Where specified by the Buyer, the Supplier will conduct production process verification (e.g., First Article Inspection per AS9102 for new parts, changes, or process transfers) and submit reports with the delivery.

(c) Where specified by the Buyer, the Supplier shall provide test specimens (e.g., coupons, witness samples, or production articles) for design approval, inspection/verification, investigation, or auditing, including associated processing and certification records. Requirements shall be flowed down to sub tier providers when applicable

(12) Statistical Techniques for Acceptance:

(a) Where statistical acceptance is specified, the Supplier will apply a recognised sampling plan and provide acceptance data and instructions as required by the Buyer.

(13) Change Control and Flow-down to Sub-tier Suppliers:

(a) The Supplier will inform the Buyer in advance and get approval for any changes to processes, products, services, sub-tier suppliers, or manufacturing location that could affect requirements or performance.

(b) The Supplier will flow down to its sub-tier suppliers all applicable requirements, including customer requirements, special processes, key characteristics, right of access, record retention and awareness responsibilities and will make sure sub-tier conformity.

(14) Counterfeit Parts Prevention:

(a) The Supplier will implement controls to prevent the use of counterfeit parts, including procurement only from original manufacturers or authorised distributors, verification of authenticity, segregation of suspected counterfeit items and timely reporting to the Buyer.

(b) The Supplier is expected to use approved sources and make sure sub-tier suppliers meet applicable requirements. Evidence of approval may be requested when needed.

(c) The Supplier is encouraged to maintain full traceability of materials, components and processes throughout the supply chain for aerospace-critical items, ensuring identification from raw material to finished product.

(15) Warranty and Limitation of Liability:

(a) The Supplier warrants that all Goods/Services conform to the Contract, are free from defects and are produced within accepted tolerance levels in accordance with specified standards and revisions.

(b) In the event of nonconformity, the Supplier will at its cost as soon as possible repair, replace, or re-perform and reimburse the Buyer for reasonable costs of containment, re-inspection and logistics where applicable.

(c) Unless otherwise stated, the Supplier’s liability for indirect or consequential loss is excluded to the extent permitted by law; nothing herein excludes liability for fraud or wilful misconduct.

(16) Force Majeure:

(a) Neither party will be responsible for issue to perform responsibilities where such issue arises out of circumstances beyond reasonable control; the affected party will inform the other without undue delay and mitigate impacts.

(17) Termination:

(a) In addition to its other rights and remedies the Buyer may terminate the Contract in whole or in part if the Supplier commits any material breach, fails to remedy a breach within a reasonable time after notice, becomes insolvent, or enters into administration or liquidation.
(b) On call-off orders, each delivery constitutes a contract in its own right and is payable in full subject to acceptance and conformity, notwithstanding any issue to complete other elements of the same Purchase Order.

(18) Governing Law and Jurisdiction:

(a) These Conditions of Purchase and any Contract made pursuant thereto will be governed by English Law. The English courts will have jurisdiction to entertain any action brought in connection with such contract.

(19) Record Retention:

(a) Unless stated otherwise on the Purchase Order, the Supplier will keep and make available all traceability, inspection, test, special process and Certificate of Conformance records for a minimum of ten (10) years from delivery. Records related to aerospace and defence contracts will be kept for the period specified on the Purchase Order, which may be indefinite.

(b) Records may be stored electronically provided they remain legible, readily retrievable, protected against loss or unauthorised alteration and are disposed of securely at end-of-retention. Sensitive data will not be stored on the cloud.