Purchasing Terms and Conditions

September 2019


1. Definitions In these conditions ‘Buyer’ means SHERBORNE SENSORS LIMITED. ‘Seller’ means the person or entity with whom the purchase order is placed. ‘Goods’ shall mean all deliverable goods, items, parts, products, materials or services described in the Purchase Order.

2. Orders Authorisation and Conditions of Order The Buyer shall not be liable in respect of any orders other than those issued or confirmed in its official purchase order documents. The conditions set out herein shall be the conditions of the contract. No written or printed terms inconsistent herewith or additional hereto shall be binding upon the Buyer unless expressly accepted in writing by one of its authorised officials and, unless so accepted in writing, delivery of the Goods shall be deemed to be an unconditional acceptance of the order. The Seller’s terms and conditions will not apply to any purchase order placed by the Buyer unless confirmed to the Seller in writing prior to the delivery of the goods.

3. Specifications and markings (a) The Goods must be supplied exactly in accordance with this order and any specification, drawing, process instruction or procedure defined therein. No variation from the requirements shall be permitted without the Buyer’s written authority. (b) No marking not authorised by the Buyer shall appear on any part of the Goods, except, for standard products of the Seller, the manufacturer’s name, address and reference number, the date of manufacture, safety information and any other information relating to the function of the Goods usually incorporated by the manufacturer.

4. Price The price payable for the Goods will be the price set out in the order. Unless otherwise expressly agreed, the contract price will be a fixed price and will include the cost and risk of delivery to the Buyer’s premises.

5. Payment Terms (a) Unless otherwise agreed payment of the price will be made 30 days following the end of the month of delivery. The invoice must be forwarded to the Financial Accounts Department of the Buyer at the postal address on the order, unless otherwise stated. (b) The Buyer may withhold payment of any amount due to the Seller if the Buyer asserts any credit, set-off or counterclaim against the Seller.

6. Buyer Property (a) All materials, patterns, dies, jigs, fixtures and tooling together with any specifications, drawings, process sheets and the like or any other property or intellectual property whatsoever supplied to the Seller by the Buyer or to the Buyer’s order, or procured or developed by the Seller specifically for the supply of Goods to the Buyer, shall be and remain the property of the Buyer and must not, without the Buyer’s written consent, be used for or in connection with the production of any Goods whatsoever other than the Goods ordered by the Buyer. The Seller shall ensure that such items are always identified as the property of the Buyer and must be returned to the Buyer immediately on demand. (b) Insurance: All the Buyer’s property including that mentioned in condition 6(a) hereof together with materials and components provided free of charge by the Buyer in connection with this order must be insured by the Seller to its full replacement value against all risks until it has been received back by the Buyer or used or forwarded in accordance with its instructions.

7. Patent Rights etc. If the supply or use of any Goods under this order, (other than any such Goods or things manufactured by the Seller in accordance with designs supplied by the Buyer), shall be held to constitute an infringement or an alleged infringement of any third party patent, copyright, registered design or trademark, the Buyer or any person at any time in possession of such Goods shall be indemnified by the Seller against all damages, costs, losses, charges or expenses incurred as a result of such infringement or alleged infringement and the Seller will further, if required by the Buyer, conduct any legal proceedings which may be necessary to protect the Buyer at the Seller’s risk and expense.

8. Indemnities The Seller shall indemnify and hold harmless the Buyer from any loss, damage and expense, including all legal fees, incurred or sustained by the Buyer, which is caused by or arises as a result of any defects in the Goods or by reason of the negligence of the Seller or the failure of the Seller to conform to the terms of this order or applicable statutory duty or regulation. The Seller shall have in place general liability insurance and employer’s liability insurance for amounts acceptable to the Buyer, and shall provide evidence of such insurance on request.

9. Publicity All orders placed by the Buyer are strictly confidential. The Seller must not publish or cause to be published by any means whatsoever any details concerning the Goods, which are the subject of this order without the Buyer’s previous consent in writing.

10. Confidentiality (a) All information of the Buyer or its customers which is or may be disclosed to the Seller in the course of carrying out this order shall be treated by the Seller as strictly confidential and shall not without the prior written consent of the Buyer be disclosed to any third party or parties nor be used or copied for any purpose(s) other than for the execution of this order. The provisions of this condition do not apply to information which is or comes into the public domain otherwise than through a breach of this condition. (b) If this order requires or permits the entry by the Seller or its permitted or approved subcontractor onto the Buyer’s premises it is a condition of this order that the Seller and any sub-contractor and their employees shall treat as strictly confidential any technical or commercial know-how processes, specifications or other information which shall come into its knowledge in the course of such entry and any such technical or manufacturing knowhow processes, specifications and other information shall not be disclosed to any third party without the Buyer’s previous consent in writing. The Seller shall obtain from any such subcontractor an undertaking in the terms of this condition.

11. Sub-Contracting, etc. (a) The Seller shall not without the Buyer’s consent in writing assign or sub-contract this order or any part thereof other than for materials or for any part of the Goods of which the makers are named in the order or specification. Any such consent shall not relieve the Seller of any of his obligations under the contract. (b) No third party shall have the right to enforce any provision of this contract.

12. Time for Delivery and Extensions (a) Time shall be of the essence of this contract. The Goods shall be delivered at the time specified in the order. Goods may not be delivered more than 3 days early. If as a result of any event outside the Seller’s control the Seller is unable to deliver the Goods within the specified time then provided that the Seller shall have given notice in writing without delay of such event and his intention to claim an extension of time, the Buyer may grant the Seller such extension as the Buyer may consider reasonable. In the event of significant delay the Buyer reserves the right to terminate this order, in whole or in part, without incurring any liability to the Seller. (b) In the event of the Buyer’s normal course of manufacture being interrupted, restricted, hindered or delayed by any cause whatsoever beyond its control or by any exceptional causes whatsoever, it may without additional cost defer the date or dates of delivery. (c) If the Goods or any part thereof are not delivered within the time or times specified in the order or any agreed deferment or extension of such time or times the Buyer shall be entitled to the following remedies: (i) To recover from the Seller liquidated damages as follows: one half of one per cent (0.5%) per week for the first four weeks and one per cent (1.0%) per week thereafter of that part of the contract price which is properly attributable to the undelivered Goods and to any other Goods already delivered under the contract which cannot be effectively and commercially used by reason of the non-delivery of the said undelivered Goods. The rate shall be applied for each week or part of a week during which the order shall remain uncompleted. The Buyer shall be entitled to deduct such damages from any moneys payable by it under the terms of this order or otherwise. The total amount payable by way of damages under this condition shall in no event exceed fifteen per cent (15%) of the said contract price and such damages shall not relieve the Seller from any of its other obligations or liabilities under the contract; and/or (ii) Cancel the order in whole or in part without incurring any liability to the Seller; and/or (iii) Refuse to accept any subsequent delivery of Goods; and/or purchase substitute items elsewhere; and/or hold the Seller accountable for any loss and additional costs incurred.

13. Delivery (a) The Goods are to be delivered, carriage paid to the destination stated in the order. They must be delivered in good order and condition and quantities must not exceed those ordered or specified. (b) Unless specifically ordered, no cases, wrappers nor packaging of any kind will be paid for. Should any cases, wrappers or packaging be ordered, charges therefore are to be shown on a separate invoice and such cases may be returned to the Seller who forthwith on receipt thereof in good order shall refund such charges. (c) Subject to any special instructions from the Buyer, an advice note shall accompany every delivery, which shall state: the purchase order number, quantity of the delivery, the quantity already delivered under the order, and the balance of the order still to be delivered

14. Quality Assurance a. The quality assurance requirements of Goods shall comply with the Seller’s quality procedures as authorised by the Buyer, and with the Buyer’s applicable quality procedures. b. Goods delivered shall, as applicable, meet the requirements for release documentation as stated on the face of the Buyer’s order. A Certificate of Conformity may be required as stated on the purchase order. c. Items defined as ‘FT’ parts, i.e. Fully Traceable, are subject to additional control requirements. These requirements shall flow down to sub-tier suppliers within the supply chain. i. Non-conforming product: – Where items are supplied by Sherborne Sensors Limited for processing or incorporating into a higher level assembly, all parts issued must be fully accounted for. In the event of an FT part being damaged or otherwise identified as non-conforming, the supplier will identify and segregate the part to prevent its incorporation into otherwise conforming product and notify Sherborne Sensors. Parts will not be disposed of by the supplier but must be returned to Sherborne Sensors unless otherwise explicitly authorised in writing. ii. Record retention – build and test records for FT product to be retained for a minimum period of 7 years unless a longer period is specified on the purchase order. If these storage requirements cannot be met, copies of records to be provided to Sherborne. iii. Test specimens – specific requirements for test specimens for inspection/verification, investigation or auditing including, but not limited to production methods, number and storage conditions, will be identified on the purchase order. iv. The Seller shall promptly notify the Buyer of changes in product and/or process, changes to suppliers, changes of manufacturing facility/location and obtain the Buyers approval.

15. Inspection and Access Authorised Buyer representatives, customers of the Buyer and other regulatory authorities shall be allowed access to the applicable areas of all facilities, at any level of the supply chain involved in the order and to all applicable records, including access to the supplier’s premises at mutually agreed times to carry out inspection of the Supplier’s quality system and Goods verification when necessary, this requirement shall apply at any level of the supply chain, including sub tier suppliers

16. Defects (a) It is a condition that the Seller must replace promptly free of charge or pay the cost of local replacement of any Goods or parts thereof which may prove defective through faulty design, (other than a design made or furnished by the Buyer), material or workmanship within 12 months from the date of delivery. (b) If any Goods supplied under this order for further processing before use shall prove to be defective whilst in the course of such processing the Seller will be liable to the Buyer for the cost of any labour expended in connection with such processing in addition to any legal rights which the Buyer may have in respect of such defective Goods. (c) In the event that the Seller produces non-conforming product and cannot replace it within the agreed time scale, then the Seller shall promptly advise the Buyer. The Buyer and Seller shall agree a recovery plan that includes specifying how the nonconforming product is to be disposed of.

17. On-site Equipment The Buyer shall not be responsible for or accept any liability in respect of damage or claims resulting from the use by or on behalf of the Seller or Buyer’s on-site equipment. The Buyer’s on-site equipment should be used only with its prior authority and in strict compliance with its site procedures and the Seller shall indemnify the Buyer against any failure to do so.

18. Termination on Notice The Buyer shall be entitled at any time by 14 days notice in writing to terminate the contract and on such termination: (a) The Seller shall use all reasonable endeavours to assign to the Buyer on request the benefit of any sub-contract entered into by the Seller in connection with the Goods the subject of this order or to terminate any such sub-contract. (b) The Seller shall be entitled to be paid: (i) The sums under the terms of this order in respect of work done and Goods delivered up to the date of termination. (ii) Any sums which, consistent with applicable lead times, have necessarily and reasonably been paid by the Seller to its suppliers or contractors to carry out the Seller’s obligations. (iii) The Seller will not be entitled to any payment other than under (i) and (ii) above.

19. Termination for Cause The Buyer shall be entitled without liability to the Seller to terminate the contract immediately: (a) If the Seller fails to perform any condition or requirement of this contract and, if capable of remedy, fails to remedy such breach within 14 days of written notice; or (b) The Seller makes any arrangement with its creditors or enters into administration or goes into liquidation; or (c) A receiver or manager is appointed of any of the property or assets of the Seller; or (d) The Seller ceases or threatens to cease to carry on business; or (e) Any distress, execution or other process is levied on any of the assets of the Seller.

20. Safety and Environmental Regulation The Seller shall comply in all respects with the applicable environmental and health and safety laws and regulations and shall indemnify and hold harmless the Buyer from and against all damages costs, losses, charges, expenses or liabilities whatsoever caused by or arising out of any breach by the Seller of such laws or regulations.

21. Hazardous Materials The Seller must advise upon receipt of this order if the Goods to be supplied contain any hazardous or harmful materials requiring special handling or treatment. The Seller shall comply with all applicable requirements contained in laws, regulations and directives including but not limited to national, EU, and local environmental, health and safety laws, regulations and directives relating to the supply of Goods and Hazardous Materials. All Goods and Hazardous Materials shall comply with the requirements set forth in the Montreal Protocol on ozone depleting substances. Upon delivery of Goods to the Buyer, the Seller shall notify the Buyer in writing of all Substances of Very High Concern (SVHC) as identified on the “Candidate List” as published by the European Chemicals Agency (“ECHA”) in accordance with Article 59.1 of the European Regulation (EC) no 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (“REACH”) as amended from time to time. Unless supplier notifies the Buyer in writing and obtains the Buyer’s prior written consent, no Goods shall contain any of the Hazardous Materials pursuant to Article 2.1 and identified in Article 4.1 of the European Parliament Directive 2002/95/EC (RoHS Directive) as that directive is amended from time to time. Supplier shall be responsible for all costs and liabilities’ relating to the recycling of Goods pursuant to the most current version of the European Parliament Directive 2002/96 /EC (WEEE Directive) as such Directive is implemented in each country to which said Goods are supplied to the Buyer.

22. Documentation Where appropriate the Seller shall provide documentation including operating instructions, parts lists and comprehensive spares listings. All documentation supplied shall be in the English language.

23. Compliance with Laws (a) The Seller shall comply in all respects with all applicable laws and regulations affecting the Goods and shall indemnify the Buyer against all damages, costs, losses, charges, expenses or liabilities whatsoever caused by or arising out of any breach by the Seller of such legislation or regulation. (b) The Seller shall comply with all of the Buyer’s mandatory customer terms that it is required to flow down to its suppliers.

24. Export Compliance The Seller shall obtain all export licences necessary for the delivery of the Goods to the Buyer at the time specified in the order. The parties agree to comply with all applicable governmental regulations as they relate to the import, export and re-export of information and/or Goods under this contract. The Seller shall provide to the Buyer all the necessary information required for export classification of the Goods. The Seller shall indemnify and hold the Buyer harmless to the full extent of any loss, damage or expense, excluding lost profits, for any failure of the Seller to comply with such laws and regulations.

25. Anti-Corruption The Seller warrants that it has not, in connection with the Goods or Services: (a) Offered, given or agreed to give or receive, requested or accepted any financial or other advantage of any kind as an inducement or reward for doing or not doing any improper actor for the improper performance of any function associated with the order or the Goods or Services; or (b) Acted in any way, which would constitute an offence by the Seller or would cause the Buyer to commit an offence under any anti-bribery legislation. If the Seller breaches the above warranty, the Buyer shall be entitled to terminate the order by written notice with immediate effect. Any termination shall be without prejudice to the accrued rights of the Buyer. The Seller shall indemnify and hold harmless the Buyer from any loss, damage and expense, including all legal fees, incurred or sustained by the Buyer, which is caused by or arises as a result of a breach of this clause.

26. Counterfeit Work (a) Work consists of those parts delivered under a purchase order that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies). “Counterfeit Work” means Work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable. (b) The Seller agrees and shall ensure that Counterfeit Work is not delivered to the Buyer. (c) The Seller shall only purchase products to be delivered or incorporated as Work to the Buyer directly from the Original Component Manufacturer (OCM) / Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by the Buyer. (d) The Seller shall immediately notify the Buyer with the pertinent facts if the Seller becomes aware or suspects that it has furnished Counterfeit Work. When requested by the Buyer, the Seller shall provide documentation that authenticates traceability of the affected items to the applicable original manufacturer. (e) In the event that Work delivered under the purchase order constitutes or includes Counterfeit Work, the Seller shall, at its expense, promptly replace such Counterfeit Work with genuine Work conforming to the requirements of this Order. Notwithstanding any other provision in the purchase order, the Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Work, including without limitation the Buyer’s costs of removing Counterfeit Work, of reinserting replacement Work and of any testing necessitated by the reinstallation of Work after Counterfeit Work has been exchanged. The remedies contained in this paragraph are in addition to any remedies the Buyer may have at law. (f) This clause applies in addition to any quality provision, specification, statement of work or other provision included in the purchase order addressing the authenticity of Work. To the extent such provisions conflict with this clause, this clause prevails. (g) The Seller shall include paragraphs (a) through (d) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Work to the Buyer.

27. Governing Law This agreement shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.