Each Order shall include as appropriate:

1. Definitions

“Contract” shall mean any contract resulting from this order

“Order” shall mean this purchase order

“Buyer” shall mean FT Gearing Systems Limited

“Seller” and/or “Supplier” shall mean the person on whom this order is placed

“Goods” shall mean the supplies to be delivered under the contract and shall be deemed to include any service(s)

2. Acceptance

This purchase order constitutes buyer’s offer to seller, and is a binding contract on the terms and conditions set forth herein when it is accepted by seller either by the acknowledgement or the commencement of performance hereunder. No condition stated by the seller in accepting or acknowledging this order shall be binding upon buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by buyers written approval.

3. Revisions

No revision of this order of any of the terms and conditions hereof shall be valid unless in writing and signed by an authorised representative of buyer’s purchasing Representatives.

4. Delivery

4.1 Delivery shall be strictly in accordance with the delivery schedule set out in the order. Not with standing this provision, the seller shall not be liable for delays or defaults due to causes beyond its control and without its fault or negligence, provided however, that if the seller has reason to believe that deliveries will not be made as required, due to such cases, written notice setting forth the cause of any anticipated delays shall be given immediately to buyer.

4.2 The supplier shall complete and deliver the goods at the time or times specified in the order and in this respect time shall be of the essence.

4.3 The buyer may at any time or times by notice & in agreement with the Supplier in writing, postpone the date(s) of delivery of any goods. Any additional cost/liability will be discussed at the time, and agreed between Buyer, and Supplier in writing.

5. Deliveries Made

5.1 If the supplier delivers quantities in excess of the quantity due the purchaser shall have the right to accept or reject the quantity in excess of that due.

5.2 The buyer shall not be obliged to accept delivery of any goods prior to the delivery date and if the seller shall do so:

a) the buyer shall be entitled to charge storage to the supplier and

b) the date for payment shall be calculated according to the due delivery date

c) The supplier shall develop implement and maintain a program to prevent the risk of delivery of counterfeit parts/ materials, all parts, materials and assemblies (Electrical, Mechanical, raw materials) shall be procured directly from the original component manufacturer (OEM) of from the OCM/OEM authorised distributor, If suspect or counterfeit parts/materials are supplied under the purchase order all such items will be quarantined and then ultimately destroyed, The supplier will promptly replace such counterfeit parts/materials with items acceptable to Premier Group. The supplier shall be fully liable for all associated costs

6. Termination

Failure to comply with the specification, terms and conditions of this order or to deliver material in accordance with sellers promise shall be grounds for cancellation without penalty to buyer.

7. Acceptance and Rejection

All articles will be subject to final inspection and acceptance by buyer within a reasonable time after receipt at the designated destination, irrespective of prior payment. Buyer may reject any article which contains defective material or workmanship or does not conform to specifications, samples or warranties. Any article so rejected may be returned to seller at seller’s risk and expense, and at full invoice price plus applicable transportation charges both ways. No defective article or material shall be replaced unless requested by buyer.

7.1 Certificate of Conformance (Required for Goods Intended for Aircraft Applications and for Goods where Required on the Relevant Drawing or Order)

The certificate of conformance is a quality record that shall include the FT Gearing Systems Limited part number, purchase order number, quantity shipped, date shipped, manufacturer’s part number, and details of certified quality system as stated within the order. It should be signed to indicate compliance with the requirements of this document. These are to be submitted for all parts delivered to FT Gearing Systems Limited

7.2 Date Code/Lot Number Control (Required for Goods Intended for Aircraft Applications and for Goods Where Required on the Relevant Drawing)

Deliveries of parts/components with multiple date codes or multiple lot numbers must be segregated such that each part/component is identifiable by its date code or lot number. The paperwork must also reflect if multiple date codes or lot numbers have been delivered with the associated quantity.

7.3 Production Process Verification (First Article Inspection)

FT Gearing Systems Limited requires all first deliveries of parts to include a full first article inspection (FAI) report (where applicable) be filled out by the manufacturer consistent with Aerospace standard EN9102A. The sample, on which the FAI was performed, shall be clearly marked, both on the sample and the FAI report. Where the drawing has been updated and there is a change in the form, fit or function of the part, then an FAI must be submitted for the change/update only.

The FAI should confirm that all processes, materials and dimensions are met. In the case of raw material or process i.e. paint, chromate, proof of acceptability shall be made available either through records or attached certificates. Drawing notes should be referenced and their acceptance confirmed.

Any discrepancies detected by the manufacturer during the FAI shall be notified to FT Gearing Systems Limited and a deviation should be sought in advance of any parts being shipped to FT Gearing Systems Limited

7.4 Record Retention

In addition to contractual requirements the supplier shall retain verifiable objective evidence of inspection and tests performed. Quality records shall be made available for evaluation for a contractually agreed upon period. Unless otherwise specified, this period shall be a minimum of 30 Years or life of plane + 10 years.

7.5 Notification of Non-Conforming Product and Process Change

Under no circumstances shall a nonconforming part be sent to FT Gearing Systems Limitedwithout a FT Gearing Limited approved deviation/concession. Failure to comply with the above requirements will result in FT Gearing Systems Limited rejecting the product.

The supplier shall notify FT Gearing Systems Limited of changes in product and/or process definition and, where required, FT Gearing Systems Limited approval.

7.7 Right of Access by FT Gearing Systems Limited, their Customer, and Regulatory Authorities

In accordance with contractual agreements, right of access by FT Gearing Systems Limited their customer, and regulatory authorities shall be afforded to all facilities involved in the order and to all applicable records, to conduct evaluations of the businesses, and to perform product audits ensuring that conformity of the products are being met in accordance with the contractual requirements.

7.8 Key Characteristics

Where Identified within the specification, drawing and/or purchase order the supplier shall flow down to sub-tier suppliers the applicable requirements in the purchasing documents, including key characteristics where required.

8. Product Safety and Conformity

The supplier is expected to develop implement and maintain effective policies and training programs to ensure their employees are aware of their relevant contribution towards quality, safety and conformity of their product and or service, the supplier will also ensure that the materials supplied will be free from foreign object debris.

9. Ethical Behaviour

Suppliers acknowledge and agree that FT Gearing Systems Limited requires that the suppliers maintain a high Standard of ethical conduct in all its dealings with FT Gearing Systems Limited. The supplier where requested shall provide evidence of ethical behaviour not limited to anti-bribery, anti-child labour, anti-slavery and whistle blowing.

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