1.1 In these Conditions: -
Company – means Northrop Grumman Sperry Marine BV
Seller - means the legal entity that is requested to supply the Goods or Services
Conditions – means the standard terms and Conditions of purchase set out in this document and (unless context otherwise requires) include any special terms and Conditions agreed in writing between the Company and the Seller. Where special Conditions are stated on the front of the Order, they shall apply equally with these Conditions except that where there is any inconsistency, the special Conditions shall apply:
Contract – means the Contract for the sale and purchase of the Goods and the supply and acquisition of the Services:
Delivery address – means the address stated on the Order or such other address as the Company may notify in writing to the Seller:
Goods – means the Goods (including any instalment of the Goods or any part of them) described in the Order: -
Order – means the Order placed by the Company with the Seller for the supply of Goods and Services: -
Price – means the Price of the Goods and/or the charge for the Services:
Services – means the service (if any) described in the Order:
Specification - means any plans, drawings, data or other information in whatever form, format or on whatever media (including, without limitation, in electronic form) relating to the Goods or Services:
Writing - means all forms of written and electronic transmissions including, without limitation, facsimile transmission, e-mail and comparable means of communications.

2.1 The Order constitutes an offer by the Company to purchase the Goods and/or acquire the Services subject to these Conditions.
2.2 These Conditions shall apply to the Contract to the exclusion of any other terms and Conditions on which any quotation has been given to the Company or subject to which the Order is accepted or purported to be accepted by the Seller.
2.3 Any Order placed by the Company shall be treated as confidential and in particular the Seller shall not make use of the Company’s name or the name of any of the Company’s customers for publicity purposes without the written consent of the Company.
2.4 No variation to the Order or these Conditions shall be binding unless agreed in writing between the authorised representatives of the Company and the Seller.

3.1 The quantity, quality and description of the Goods and the Services shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Company to the Seller or agreed in the writing by the Company.
3.2 Any Specification supplied by the Company to the Seller, or specifically produced by the Seller for the Company, in connection with the Contract, together with the copyright, design rights including tools, jigs and fixtures, or any other intellectual property rights in such Specifications, shall be the exclusive property of the Company, and the Seller shall take all steps necessary to vest such intellectual property rights in the Company. The supplier shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the supplier, or as required for the purpose of the Contract.

4.1 The Company, or its nominated customer, shall be entitled to inspect and test the Goods during manufacture, processing or storage at the premises of the supplier or any third party prior to despatch and the supplier shall provide the Company with all facilities reasonably required for inspection and testing. Such inspection and testing shall not constitute acceptance by the Company and does not relieve the supplier of any responsibility under the Contract, whether implied or expressed.
4.2 If as a result of inspection or testing the Company is not satisfied that the Goods will comply in all respects with the Contract, and so informs the supplier, the supplier shall take such steps as are necessary to ensure compliance prior to despatch.

5.1 The Goods shall be delivered to, and the Services shall be performed at the delivery address on the date or within the period stated on the Order, in each case during the Company’s usual business hours.
5.2 The Goods shall be marked in accordance with Company’s instructions and any applicable regulations or requirements of the carrier, and property packed and secured so as to reach their destination in an undamaged condition.
5.3 The time of delivery of the Goods and of the performance of the Services is of the essence of the Contract.
5.4 A packing note quoting the number of the Order and stating the Company part number (complete with issue state where applicable), description and quantity of Goods must accompany each delivery or consignment of the Goods and must be displayed prominently.
5.5 If the Goods are to be delivered, or the Services are to be performed, by instalments, the Contract will be treated as a single Contract and not sever able.
5.6 The Company shall be entitled to reject any Goods delivered which are not in accordance to the Contract and shall not be deemed to have accepted any Goods until the Company has had a reasonable time, in no event less than 30 days, to inspect them following delivery, or if later, within a reasonable time, in no event less than 30 days, after any latent defect in the Goods has become apparent.
5.7 The supplier shall not be obliged, save when the supplier has prior to the Goods being despatched requested that the packing material be returned to the supplier and the supplier has agreed to meet the costs of so doing, to return to the supplier any packing or packing materials for the Goods, whether or not any Goods are accepted by the Company.

6.1 Risk of damage to or the loss of the Goods shall pass to the Company upon delivery to the Company in accordance with the Contract.
6.2 The property in the Goods shall pass to the Company upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Company once payment has been made and the Goods have been appropriated to the Contract.

7.1 The Price shall be stated in the Order and, unless otherwise so stated, shall be inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the delivery address and any duties, imports or levies.
7.2 No increase in the Price may be made (whether on account of material, labour, or transport costs, fluctuations in rates of exchange or otherwise) without the prior consent of the authorised representative of the Company in writing.
7.3 The Company shall be entitled to any discount for prompt payment, bulk purchase, or volume of purchase customarily granted by the supplier, whether or not shown on its own terms and Conditions of sale.     
8.1 The supplier shall be entitled to invoice the Company on or any time after delivery of the Goods or performance of the Services, as the case may be, and each invoice shall quote the number of the Order.
8.2 Payment by the Company shall be 60 days from the end of the month in which the Goods or Services were accepted unless otherwise agreed in writing. No payments will be made until the Goods and Services have been accepted. Payment may be delayed if the supplier fails to: -
(a) to supply the required documentation quoting the relevant Order number; or
(b) to send a monthly statement of account quoting the invoice numbers applicable to each item thereon, but the Company shall remain entitled to all prompt payment discounts.
8.3 The Company shall be entitled to set off against the Price any sums owed to the Company by the supplier.

9.1 The Order is placed on the condition that the Goods: -
9.1.1 will be of satisfactory quality and fit for the purposes they are designed to fulfil and for any purpose held out by the seller or made known to the seller in writing.
9.1.2 will be free from defects in design, material and/or workmanship:
9.1.3 will conform with any relevant Specification or sample:
9.1.4 will conform in all respects with the terms of the Order; and
9.1.5 will comply with the latest applicable harmonised European standards, where such exist and where such harmonised standards do not exist the latest applicable Specification of the international standards organisation or the British Standards institute and where necessary will bear the CE marking.
9.2 Without prejudice to any other rights whether implied by statute or otherwise which the Company may have, the seller undertakes, at the Company’s option, forthwith either to repair, to replace or refund the cost of products which are or become defective before the sooner of eighteen months from the date of delivery to the Company or, if for resale by the Company, twelve months from the date of delivery to Company’s customer or within such longer period as may be specified by the Order.
9.3 The seller warrants to the buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the buyer to expect in all the circumstances and will comply with all applicable regulations and other legal requirements concerning the performance of the Services.

10.1 Without prejudice to any other remedy, if Goods or Services are not supplied or performed in accordance with the Contract, then the Company shall be entitled;
10.1.1 to require the seller , at the seller’s expense within 7 days either to repair the Goods or to supply replacement Goods or Services in accordance with the Contract; or
10.1.2 at the Company’s sole option, and whether or not the Company has previously required the seller to repair the Goods or to supply any replacement Goods or Services, to treat the Contracts as discharged by the seller’s breach and require within 7 days the repayment of any part of the Price which has been paid by the Company in respect of such rejected Goods and Services and, if the Company so requires, any other Goods and Services comprised in the same Order as the rejected Goods and Services together with any additional expenses reasonably incurred by the Company in obtaining replacement Goods and/or Services.
10.2 The risk in any rejected Goods shall revert to the seller with effect from the date of the Company’s rejection notice but the title therein shall only revert to the seller once the supplier has complied with its obligations under condition 10.1.
10.3 Any faulty or surplus products manufactured under the Order whether rejected by the Company or not, and to which the name or trade mark or any imitation thereof of the Company has been attached, shall not be offered for sale or sold by the supplier to any third parties.

The seller shall indemnify the Company in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred by the Company as a result of or in connection with: -
11.1 breach of any warranty given by the seller in relation to the Goods or the Services;
11.2 any claim that the Goods infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Company.
11.3 any liability under the Consumer Protection Act 1987 in respect of the Goods.
11.4 any act or omission of the seller or its employees, agents or sub-Contractors in manufacturing, supplying, delivering and installing the Goods; and
11.5 any act or omission of any of the suppliers personnel in connection with the performance of the Services.

All Orders are placed by the Company on condition that spare parts and identical replacements for the products will be available to the Company at fair and reasonable Prices for a period of 10 years from the date of the Order and that prior to the products or spares thereof being made obsolete at least twelve months written notice will be given by the Company.

The seller must advise the Company in writing of all the proposed changes in the Specification or method of construction of the Goods supplied including but not limited to changes in form, fit or function, service life, reliability, maintainability, interchangeability or safety. In the event of the Company accepting the change written approval will be sent to the seller.

14.1 The Company shall be entitled to cancel the Order in respect of all or part of the Goods and/or the Services by giving notice to the seller at any time prior to delivery or performance, in which event the Company’s sole liability shall be to pay to the seller a fair and reasonable Price for all Goods delivered or in a deliverable state or Services provided at the date when such notice is given but in no event shall payment exceed the value of the Order.
14.2 The Company shall be entitled to terminate the Contract without liability by giving notice to the seller at any time if;
14.2.1 The supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a Company) becomes subject to an administration Order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
14.2.2 any material change occurs in the management, ownership or control of the seller; or
14.2.3 an encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the seller; or
14.2.4 the seller ceases or threatens to cease, to carry on business; or
14.2.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the seller and notifies the seller accordingly.

The Company is a member of the group of companies whose ultimate holding company is Northrop Grumman Corporation, and accordingly the Company may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the company.

16.1 The Order is personal to the seller and the seller shall not, without prior written consent of the Company, assign or transfer or purport to assign or transfer to any other person any of its rights or sub-Contract any of its obligations under the Contract.
16.2 The seller shall not without the consent in writing of the Company sub-Contract the Order or any part of it (except as customary in the trade). All sub-Contracts shall be the responsibility of the seller and be placed subject to Conditions, which fully protect the rights and obligations of the Company.

Any notice required or permitted to be given by either party to the Order under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and shall be deemed to have been properly served at the time when in the ordinary course of transmission it would reach its destination.

No waiver by the Company of any breach of the Contract by the seller shall be considered as a waiver of any subsequent breach of the same or any other provision.

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

The Contract shall be governed, construed and take effect in accordance with the laws of England, and shall be subject to the jurisdiction of the English courts.

The safe custody of all tools, jigs, patterns, dies and the like used in the performance of the Order and of all free issue material, vested material and work done on each whilst in the suppliers possession, custody or control, is the suppliers absolute responsibility and the supplier will adequately insure all such items and work done thereon, against loss or damage.

Where special Conditions are stated on the front of this Order, these Conditions shall apply equally with the general Conditions shown above, except where there is any inconsistency between the general and special Conditions, the special Conditions shall apply.

If the Goods are not delivered or the Services are not performed on the agreed contractual date then, without prejudice to any other remedy, the Company shall be entitled to deduct from the Price or (if the Company has paid the Price) to claim from the seller by way of liquidated damages for delay 0.5% (percent) of the Price of for every week’s delay, up to a maximum of 10% (percent) per event of delay.

When materials or items are issued on a free issue basis by the Company to the seller, the seller undertakes to replace at its own expense any such material or items lost or scrapped in excess of any scrap allowance given. All free issue material or items shall remain the Company’s property and all work done thereon shall immediately vest in the Company.

Where this Order is for the supply of electrical or electronic units of a proprietary nature a certificate signifying compliance with the Electromagnetic Compatibility requirements of the latest version of the International Electro-Mechanical Commision IEC60945 specification shall be provided. This requirement does not apply to components of sub-assemblies and units manufactured by the Company.

26. ESSD
Components supplied in accordance with this Purchase Order shall comply with BSEN61340 (2001) Protection and Electrostatic Sensitive Devices.

27.1 C.O.S.H.H.
To comply with Health and Safety at Work Act 1974 and current C.O.S.H.H. regulations. Material Safety Data Sheets are required for any relevant items listed on the Order when delivered.

It is the responsibility of the supplier at its own expense to obtain all export licenses required to deliver the Goods to the Company at the destination indicated on the front of the Order in a timely manner to meet the delivery dates set out in the Order.

The application of the UN convention on the International Sales of Goods is hereby expressly excluded.

The nature of the relationship may involve the passage of sensitive information between both companies. It is an absolute obligation of this Contract that any information in whatever form, is not passed to any other party of any kind without the express prior written consent of the disclosing company, is held in confidence by the recipient and is only provided to employees with a need to know and it is returned to the disclosing party at the termination of this Contract.

FORM FEMCP390C Issue 1 - 29 May 2012