AFL Europe Purchase Order Terms and Conditions

(rev. 10/07)

EHS Conditions:

Vendor represents that none of the goods purchased hereunder contain any asbestos or polychlorinated biphenyls (PCB’s). “No PCB’s” means less than 0.2 parts per million (ppm) in any fluid (as measured by gas chromatograph) and less than 1 microgram per 100 square centimetres on any surface (as measured by a standard wipe test using hexane as the solvent and gas chromatography as the analytical technique).”  For shipments originating outside of the US customs territory, No PCB’s means zero.

“Vendor warrants that no product covered by this purchase order contains one or more of the following unless specifically requested by the Company in writing:  lead, carcinogenic oils, methyl and ethyl cellosolves and their acetates; benzene; perchloroethylene, trichloroehtylene or any other chlorinated organic material; cadmium; arsenic; beryllium; mercury.

“The vendor warrants that the equipment provided hereunder contains no asbestos or polychlorinated biphenyls (PCB’s) and that such equipment is in compliance with all applicable governmental laws, rules and regulations.”

Vendor shall furnish 2 copies of a material safety data sheet (MSDS) for any product or material furnished on this purchase order which is or contains hazardous materials as defined by COSHH
The above mentioned MSDS shall be furnished to the buyer’s attention and be in his/her possession at least 48 hours prior to the arrival of the material at the buyers site.  Buyer reserves the right to refuse shipment on failure to meet these provisions at no penalty to buyer.  Any new information or changes to the MSDS shall be supplied to the buyer promptly and in no case shall exceed 3 months.

Vendor shall ensure all items requiring CE marking which are supplied to this Company must be clearly CE marked and accompanied by a CE Declaration of Conformity.”

Vendor must ensure that the buyer is notified of any process used in the manufacture of products and services supplied that may harm or potentially harm the environment. The buyer will offer advice and/or assistance where possible in reducing impacts of those processes or services on the environment.


Terms and Conditions

1. Definitions
1.1 In these Conditions: 
"Buyer" means AFL Telecommunications Europe Ltd. (registered in the UK under number 3971894)
"Conditions" means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Seller.
"Goods" means the goods (including any installment of the goods or any part of them) described in the order.
"Services" are to the services (if any) which are supplied under the Contract.
"Contract" means the Contract for the sale and purchase of goods and ( if applicable ) the supply and acquisition of services.
"Order" means the Buyer’s purchase order to which these conditions are annexed.
"Price" means the price of the goods and / or the charge for the services.
"Seller" means the person so described in the Order.
"Specification" includes any plans, drawings, data or other information relating to the goods.
2. Basis of Purchase
2.1 The Order constitutes an offer by the Buyer to purchase the Goods and/or 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 Buyer or subject to which the Order is accepted or purported to be accepted by the Seller.
2.3 The Order will lapse unless unconditionally acknowledged by the Seller in writing within 7 days of its date.
2.4 No variation to the Order or these Conditions shall be binding unless agreed verbally and / or in writing between the Buyer and the Seller.

3. Specification, etc
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 Buyer to the Seller or agreed in writing by the Buyer.
3.2 Any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the contract, together with the copyright, design rights or any other intellectual property rights in the specification, shall be the exclusive property of the Buyer. The Seller 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 Seller, or as required for the purpose of the Contract.
3.3 The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packing, packaging and delivery of the Goods and the performance of the Services.
3.4 The Seller shall not reasonably refuse any request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to dispatch, and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.
3.5 If as a result of inspection or testing, the Buyer is not satisfied that the Goods will comply in all respects with the Contract, and the Buyer so informs the Seller within 7 days of inspection or testing. The Seller shall take such steps as are necessary to ensure compliance.
3.6 The Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier, are properly packed and secured so as to reach their destination in an undamaged condition.

4. Price of the Goods & Services
4.1 The Price of the Goods and the Services shall be as stated in the Order and, unless otherwise stated, shall be:              
4.1.1 exclusive of any applicable value added tax, and;
4.1.2 inclusive of all charges for packaging and packing. Shipping, carriage, insurance and delivery of the Goods to the delivery address should be clearly stated.
4.2 The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the supplier.

5. Payment Terms
5.1 The Seller shall be entitled to invoice the Buyer on or any time after delivery of the Goods and / or performance of the Services, and each invoice shall quote the number of the Order.
5.2 Unless otherwise stated in the Order, the Buyer shall pay the Price of the Goods and / or the Services within 30 days after the end of the month of receipt by the Buyer of the invoice.

6. Delivery
6.1 The Goods shall be delivered to, and the Services shall be performed at, the Delivery address on the date or within the period stated in the Order.  Unless by prior arrangement, deliveries will only be accepted during the following hours:  09:00 - 16:45 Mon to Thurs and 09:00 - 15:45 Fri. 
6.2 Where the date off delivery of the Goods or of performance of the Services is to be specified after the placing of the Order, the Seller shall give the Buyer reasonable notice of the specified date.
6.3 The time of delivery of the Goods and of performance of the Services is of the essence of the Contract.
6.4 A packing note quoting the Order number must accompany each delivery or consignment of the goods, and must be displayed prominently
6.5 If the goods are to be delivered, or the Services are to be performed, by installments, the Contract will be treated as a single contract and not severable.
6.6 The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the goods has become apparent.
6.7 The Seller shall supply the Buyer in good time with any instruction or other information required to enable the Buyer to accept delivery of the Goods and performance of the Services.
6.8 The buyer shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.

7. Risk & Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
7.2 The property of the Goods shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery when it shall pass to the Buyer once payment has been made and the Goods have been appropriated tot he Contract. However the Seller shall insure the Goods to their full value until delivery is made.

8. Warranties & Liability   
8.1 The Seller warrants to the Buyer that the Goods :
8.1.1 will be of acceptable quality and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed.
8.1.2 will be free from defects in design, material and workmanship;
8.1.3 will correspond with any relevant Specification or sample; and
8.1.4 will comply with all statutory requirements and regulations relating to the sale of the Goods.
8.2 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 reasonable for the Buyer to expect in all the circumstances.
8.3 Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract, then the Buyer shall be entitled:
8.3.1 to require the Seller to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within 7 days; or
8.3.2 at the Buyer’s sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Seller’s breach and require the repayment of any part of the Price which has been paid.
8.4 The Seller shall indemnify the Buyer in full against all liability, loss, damage, costs and expenses (including legal expenses on an indemnity basis) awarded against or incurred or paid by the Buyer as a result of or in connection with:
8.4.1 breach of any warranty given by the Seller in relation to the Goods or the Services;
8.4.2 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 Buyer.
8.4.3 any liability under the Consumer Protection Act 1987 in respect of the Goods;
8.4.4 any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering  and installing the Goods; and
8.4.5 any act or omission of any of the Seller’s personnel in connection with the performance of the Services.

9. Termination                 
9.1 The Buyer shall be entitled to cancel the Order in respect of all or part only 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 Buyer’s sole liability shall be to pay to the Seller the Price for Goods or Services in respect of which the Buyer has exercised its right of cancellation, less the Seller’s net saving of direct cost arising from cancellation.
9.2 The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:
9.2.1 the Seller 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
9.2.2 an encumbrancer takes possession of or a receiver is appointed over any of the property or assets of the Seller, or
9.2.3 a winding up petition is presented against the Seller,
9.2.4 the Seller ceases, or threatens to crease, to carry on business; or
9.2.5 the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

10. General                                 
10.1 The Buyer is a division of Alcoa Fujikura Ltd, and accordingly the Buyer 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 Buyer.
10.2 The Order is personal to the Seller and the Seller shall not 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.
10.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.4 No waiver by the Buyer 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.
10.5 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.
10.6 The Contract shall be governed by the laws of England and any dispute arising under or in connection with the Contract shall be subject to the jurisdiction of the English court