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STANDARD TERMS AND CONDITIONS OF PURCHASE

1. DEFINITIONS In these conditions the expressions: The Company shall mean AIRTHERM ENGINEERING LTD., and The Supplier shall mean the person, firm or company to whom the Order is addressed and shall include any assignee permitted by the Company. ASSIGNMENT AND SUB-LETTING The supplier shall not without the written consent of the Company assign or sub-let the Order. Any consent by the Company, shall not release the Supplier from his obligations to comply with the order and these conditions. QUALITY AND DESCRIPTION The Supplier shall maintain an effective and economical programme for quality, planned and developed in conjunction with other supplier functions necessary to satisfy the Order requirements. In order to achieve the above ends the Supplier shall comply with the requirements of BS 5750 as appropriate to the goods to be provided and/or the work to be executed, or equivalent Quality System standards approved by the Company. 8. The Supplier shall ensure that all goods and/or services comply with current good practice, and conform to the relevant British Standard, and/or Heating and Ventilating Contractors Association standard. The Supplier shall permit the Companys duly authorised representative access and facilities for the purposes of Systems and Production Quality audits as and when notified. 4. INSPECTION AND TEST The Supplier shall give the Companys duly authorised representatives access at all reasonable times to the Suppliers works and permit such representatives to inspect and examine the goods to be supplied during the manufacture thereof and the materials to be used in their manufacture. Previous notice will be given by the Company of the intention to send such a representative. Such representative shall have the right to reject any goods or part thereof which in his opinion fail to meet the Order specification. All inspection, test, analyses of material etc, that may be required by the Company shall be undertaken at the Suppliers expense. The provisions of this Clause shall not release the Supplier from any of his obligations under the Order Agreement. 5. RESPONSIBILITY FOR GOODS AND INSURANCE The Supplier shall be responsible for and insure against fire, theft, loss, destruction and damage for goods completely or partially manufactured and for all materials acquired by or delivered to the Supplier in connection with the Order whether the property of the Supplier or the Company and until such time as the goods are delivered to the Company. INDEMNITY AND INSURANCE The Supplier shall be responsible for and shall release and indemnify the Company from and against all liability for personal injury (whether fatal or otherwise) loss of or damage to property and any other loss, damage, costs and expenses which may arise in consequence of the performance of the Order. Without prejudice to his liability to indemnify the Company as above. the Supplier shall take out such policies of insurance as the Company may reasonably require to cover against such injury, loss or damage. 7. DELIVERY All goods shall be delivered carriage paid to the place and on the date or dates and within the times specified in the Order, or otherwise agreed in writing. Time shall be of the essence of the Order. The Supplier shall notify the Company immediately if for any reason delivery is likely to be delayed The Company shall have the right to refuse to accept delivery of the goods other than on the date or dates and within the times specified in the Order. Property in the goods shall pass to the Company upon delivery at the point specified in the Order. No charge shall be made for any containers, cases or packaging. If the Supplier desires the return of any containers, cases or packaging the Quotation, Advice or Despatch Notes and Invoices shall be clearly marked to that effect whereupon the Company, without incurring any legal liability, will endeavour to make such return at the Suppliers expense and risk. ADVICE NOTES, INVOICES AND PAYMENT A Delivery or Advice Note quoting the Order Number and the Companys Part Number (if any) of the goods shall be sent by the Contractor with all consignments. When the Contractor is QA approved by the Company, a certificate of conformity will be required for all consignments. An Invoice bearing the Order Number and the Company's Part Number (if any) of the goods shall be sent by the Contractor after the delivery of the goods and/or completion of work. To ensure prompt payment of accounts, all invoices must bear all required information and be sent to the address shown on the Order. Normal payment terms are 60 days from month of delivery. 9. DEFECTS AND MAINTENANCE The Supplier shall replace free of charge to the Company any goods or any part thereof and/or carry out rectification to any work, which is found within a period of 12 months after delivery and/or completion to be defective. Defective goods shall be returned at the Suppliers expense and risk. 10. COPYRIGHT AND CONFIDENTIALITY All specifications, drawings and technical descriptions supplied by the Company in connection with the Order are copyright and the Supplier shall keep such information confidential. 11. ADVERTISING The Supplier shall not without the written consent of the Company announce or publicise that he supplies goods to or carries out work for the Company. 12. HEALTH AND SAFETY AT WORK The Supplier shall in the execution of this Order ensure that all designs, materials and workmanship comply with any Act of Parliament, statutory instrument or order or any other regulation or bye-law from time to time in force which are or may become applicable during the period this Order is in force. 13. LEGAL CONSTRUCTION The Order shall in all respects operate in conformity with English Law. No condition or reservation printed in any letter or other communication from the Supplier shall be incorporated in the Order unless agreed in writing by the Company.

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