1.        General

The following conditions of purchase are the sole conditions applicable to orders and purchase agreements made by us.  Alterations and additions as well as conditions of sale of the supplier which differ from these conditions of purchase are valid only if written confirmation of their acceptance as an addition to our conditions of purchase has been issued by us.  The acceptance of deliveries or supplies or payment for the same shall not imply agreement to the conditions of sale of the supplier.

2.         Ordering

2.1    Details of orders, purchase agreements and requests for delivery as well    as alterations or additions to them must be given in writing.  Requests for delivery may also be made via electronic data transmission.  Pre-existing or contemporaneous oral agreements require written confirmation from us in order to be valid

2.2    If the supplier does not accept the order within two weeks of receipt, we have the right to cancel.  Our requests for delivery become binding if not refused by the supplier within five working days of receipt.

3.         Delivery

3.1    Alterations to purchase agreements and orders made by us are only permissible with our prior written agreement.  Agreed dates and deadlines are binding and time of delivery shall be of the essence of the contract.  The definitive date with regard to the adherence to agreed delivery dates and deadlines is the date of receipt by us.  The property in the goods shall pass to us on delivery.

3.2    If agreed dates are not adhered to due to circumstances for which the supplier is responsible, we have the option, without affecting our remaining legal rights, upon reasonable notice, to withdraw from the contract, to obtain replacement goods from a third party and/or to claim damages for breach of contract.  We are entitled to claim reimbursement of all additional costs arising from the failure to comply with agreed dates or deadlines for the supply of goods or services for which the supplier is responsible.  The acceptance of overdue goods or services does not imply renunciation of claims to damages.

3.3    If the supplier foresees difficulties with manufacture or the supply of raw materials or if circumstances beyond his control occur which are likely to prevent him supplying the goods within the agreed time limits and with the agreed quality the supplier shall notify the ordering department immediately.

3.4    Unless proven otherwise, the quantities, weights and dimensions ascertained by us in the course of inspection of goods upon receipt shall be considered definitive for the purposes of this contract.

4.      Force Majeure

Acts of Nature, industrial disputes, interruptions of operation beyond our control, public disturbances, the action of public authorities and other unavoidable occurrences entitle us to partially or completely withdraw from the conditions of the contract provided they result in a significant reduction of our requirements.

5.      Delivery Advice and Invoice

The instructions in our orders and requests for delivery apply.  A single copy of the invoice is to be sent to the appropriate address; it must not be included with the consignment of goods.

6.      Price and Passage of Risk

Unless otherwise agreed, prices are for delivery to AAVF and include packing.  Value added tax is not included.  The goods remain at the risk of the supplier up to the point of acceptance of the goods by us or our representative at the agreed-upon place of delivery.

7.      Conditions of Payment

Unless otherwise agreed, payment of invoiced amounts will be made within 7 days from date of invoice with deduction of a 3% discount or within 14 days from date of invoice with a deduction of 2% discount or within 60 days from end of month of invoice without deduction.  Payment is made subject to the right of auditing.

8.      Guarantee

8.1    Acceptance of goods is subject to the right of inspection for correctness and suitability.  We have the right to inspect the goods or services provided and as soon as this is feasible in the normal course of business.  We will give notice of any failings immediately on discovery.  To this extent the supplier waives the right to object to complaints as untimely.

8.2    For unsatisfactory goods or services we have the right, without adversely affecting our other statutory rights, to demand at our option (a) replacement or repair at supplier’s expense, (b) reduction of the purchase price or (c) partial or complete cancellation (rescission) of the contract.  The period of guarantee is twelve months unless a longer period is agreed in specific cases.

8.3    If more thorough inspection of goods on receipt is required than normally necessary as a result of unsatisfactory delivery the cost of this is to be borne by the supplier.

8.4    In extraordinary cases, especially where it is necessary to avoid unacceptable dangers or excessive damage we have the right to rectify the deficiencies ascertained ourselves at the expense of the supplier.

9.      Product Defects

In the event that a customer or other third party makes a product liability claim against us, the supplier shall indemnify us from liability for such claims to the extent that the damage has been caused by a fault in the product supplied by the supplier.  In cases based on negligence, however, this only applies if the supplier has been guilty of negligence.   To the extent that the claim is predicated on damages for which the supplier is responsible, the latter carries the burden of proof.

In such cases all costs and expenses shall be borne by the supplier including the cost of any legal action or recall of goods.  Beyond this statutory provisions apply.

10.  Performance of Work

Persons who carry out work on our premises by way of fulfilment of the contract must comply with the relevant working regulations: instructions relating to entering and leaving factory premises must be followed.  Liability cannot be accepted for accidents which occur on our premises involving such persons unless they are caused intentionally or as the result of negligence on our part.

11.  Provision of equipment

Materials, components, containers and special packaging provided by us remain our property.  They may only be used in accordance with their intended purpose.  The processing of materials and the assembly of components is carried out for our purposes.  It is agreed that we own a proportion of the products manufactured using our materials and components equivalent to the ratio of the value of the goods supplied by us to the value of the complete products; to which extent the supplier holds the products in safe custody to us.

12.  Confidentiality

Third parties shall not be allowed access to any documentation made available by us to the supplier, including samples, drawings, models, data and the like as well as any other information supplied by us, unless this information is clearly intended for public consumption or such disclosure is necessary for the fulfilment of the contract.

Products which are manufactured using documentation drawn up by us such as drawings, models and the like or in accordance with confidential information supplied by us or using our tools or copies of our tools may not be used by the supplier himself or supplied to third parties.  This applies by analogy to orders for printed material.

13.  Place of Delivery

The place of delivery is the place to which the goods are to be supplied according to the terms of the order.

14.  Applicable Law

All contracts made between the supplier and us shall be governed by and construed in accordance with English   law.

Issue 2 March 2006

1.      Unless expressly accepted by the Sellers in writing any qualification to the conditions appearing in a Buyer’s order will be treated as inapplicable and not binding on the Sellers in any way whatsoever.

2.      The Sellers shall not be liable in respect of any claim for damage in transit or loss through damage in transit unless the carriers and the Sellers are notified in writing within three days of the arrival of the damaged consignment or any claim for short or non-delivery unless the Sellers are notified of non-arrival within 21 days of the date of invoice.

3.      The time stated for delivery shall be adhered to as closely as possible but no responsibility is accepted by the Sellers for unforeseen delays. 

The Sellers accept no responsibility for delay caused by force majeure, plant breakdown, shortage of raw materials, strikes, lock-outs or other circumstances outside the Sellers control.

4.      The Sellers will maintain the quoted price as acknowledged by the Sellers, but reserve the right to amend this if there are fluctuations in the price of raw material or cost of labour, or other items which directly effect the sell pricing acknowledged.

5.      Goods returned without the consent of the Sellers cannot be accepted for credit.

6.      All quotations made and all orders and contracts taken by agents of the Sellers are not accepted until confirmation is sent by the Seller’s Head Office.

7.      Any claim relating to goods delivered under this contract must be notified within 14 days from the date on which goods are received by the Buyer or his agent.  No claim will be entertained by the Seller after the expiration period.  Under no circumstances can the Sellers accept a claim for faulty goods or shortages when the goods are not available for inspection in their original state.  Claims in respect of alleged faulty goods shall not be grounds for withholding payment of accounts and shall not give the buyer any right to set-off payments due to the Sellers.

8.      Should default be made by the Buyer in paying any sum due under any order, as and when it becomes due, the Sellers have the right (without prejudice to any claim for damages that the Sellers may have against the Buyer) either to suspend all further deliveries until the default be made good or to cancel the Order so far as any further goods remain to be delivered.  On balances outstanding interest at bank rate plus 5% may be charged.

9.      Any conditions which appear in any quotation made to the Buyer in respect of an Order referred to are hereby declared and agreed to be incorporated in these conditions of sale.

10.  The price quoted is for the quantity shown and is not necessarily the price applicable to other quantities.

11.  Carriage on despatches will be charged in accordance with our quotation, or as otherwise agreed in writing.

12.  The Sellers shall have the right after notice to suspend deliveries under this and any other contract (even though the Buyer is not in arrears with any payment) where the Sellers consider the amount outstanding in the Buyers account (whether actually due for payment or not) is the limit to which the Sellers are prepared to allow credit.

13.  If the Buyer defaults in taking delivery or giving instructions as to delivery or any goods after the Sellers have given notice in writing requiring him to do so the Sellers shall be entitled either to, store the goods themselves making a reasonable charge to the Buyer for such storage or to store the goods with third parties charging the cost of such storage to the Buyer and in either event to charge the Buyer with all costs of insurance, handling and other expenses incurred.

14.  Notwithstanding delivery, the property in the goods shall remain in the Sellers until the Buyer has paid in full all that is owing to the Sellers, in respect of goods supplied under this contract.  If such payment is overdue in whole or in part the Sellers may (without prejudice to any of their other rights) recover or resell the goods or any part of them and may enter upon the Buyer’s premises for that purpose.  If any of the goods are incorporated in other goods before such payment, the property in the whole of such other goods shall be transferred to and remain with the Sellers until such payment has been made.

15.  Warranties: Whilst the Seller will endeavour to execute orders in accordance therewith all conditions, guarantees or warranties including guarantees or warranties as to quality or description or the goods or their life or wear and tear or their use under any conditions whether known or made known to the Seller or not and whether written or oral are hereby excluded.  Subject as otherwise expressly provided in these Conditions the Seller shall be under no liability of whatsoever kind howsoever caused whether or not due to the negligence or wilful default of the Seller or its servants or agents arising out of or in connection with the goods.

16.  Moulds and tools whether charged for separately or included in the quoted price, remain the property of the Sellers unless otherwise stated in writing.

17.  We must be advised if these goods are not delivered within 14 days of this Advice.  No claims can be entertained unless consignments are signed for “Condition of Contents unknown” and any breakage, damage or shortage advised to carrier and ourselves within 3 days of receipt.

18.  Terms of Payment: 30 days following month of invoice, unless otherwise agreed in writing.

19.  The Contract shall be governed and construed by the Law of England.

Issue 2   March 2006