EMCA Interconnect Ltd Terms and Conditions of Sale

Sale and Purchase of Goods
1. EMCA Interconnect Ltd (“Seller”) herby agrees to sell, and You (“Buyer”) herby agrees to purchase goods (“Goods”) described and quantity described on any written quotation of the Seller or any written order of the Buyer which is accepted by the Seller, in accordance with the Terms and Conditions set forth in this Agreement.
2. Variations to these conditions will not be held as binding unless agreed in writing between the Buyer and the Seller’s authorised representatives.
3. The Seller reserves the right to correct any clerical errors, typographical mistakes, and/or any other omissions from any document related to the sale of the Goods, without any liability. These documents include, but are not limited to, sales literature, quotations, price lists, order acknowledgments, invoices, and/or any other issued documents or information.
Purchase Price
1. The price of the Goods shall be the Seller’s price as outlined in a written quotation. All quoted prices are valid for thirty (30) days only. After the Buyer accepts the quoted price, the Seller can alter the price without giving notice to the Buyer. Prices can be changed by the Seller to account for increases in cost outside of the Seller’s control, at the written notice to the Buyer.
2. Purchase price is shown in UK £, Euros €, or US Dollars $, as applicable.
3. Prices quoted against Goods are exclusive of any applicable value added tax, transportation/freight charges, packaging and any additional insurance against the Goods.
Payment Terms
1. The Buyer shall pay the price of the Goods either Proforma or within thirty (30) days of the end of the month of the date on the Seller’s invoice depending upon the agreed terms of the Buyer’s account. Any amount stated on the Invoice that remains unpaid after thirty (30) days will be considered overdue.
2. If the Buyer fails to fulfill their payment obligations, the Seller can pursue any legal remedies available to them. The Buyer is also responsible for reimbursing the Seller for all solicitor fees, legal costs, and/or disbursements associated with the debt collection process.
3. The Seller has the right to cancel the contract between the Buyer and Seller and/or suspend any future deliveries to the Buyer.
Cancellation Policy
1. Once an order has been accepted by the Seller, the Buyer cannot cancel the order unless the Buyer receives a written agreement to the cancellation from the Seller. If the Seller agrees to the cancellation, the Buyer must indemnify the Seller for any losses incurred due the cancellation, including loss of profit, labour and materials costs, and any potential damages or additional costs associated with the cancellation.
Delivery & Export Terms
1. Delivery dates outlined on any order acknowledgement provided by the Seller are estimates only. The Seller will make all reasonable efforts to deliver in accordance with such dates; however, the Seller will not be held liable for failure to deliver as estimated on any previous order acknowledgment documents.
2. Should the order acknowledgment specify that the Goods are to be delivered in instalments, the Terms and Conditions set out in this Agreement apply as a separate contract to each installment. If the Seller fails to deliver against one or more installment, the Buyer cannot reject or repudiate the entire contract. The Buyer must address the issue specific to the effected installment only.
3. Goods shall be addressed in accordance with Incoterms, which are the international standards for the interpretation of trade terms of the International Chamber of Commerce as in effect on the date the Agreement is made. The Buyer shall be responsible for complying with any regulations and/or legislations governing the importation of the Goods into the country of destination and for the payment of any duties, as applicable.
Limited Warranty
1. In the event that there is a defect or quality issue with the Goods, the Buyer must notify the Seller of any claims related to specific defects and/or non-conformance within seven (7) days of delivery. If the defect isn’t apparent upon reasonable inspection, the Buyer should notify the Seller within a reasonable time after discovering the issue. If the Buyer accepts the Goods (i.e., does not refuse delivery) and fails to notify the Seller within the specified time, the Buyer cannot reject the Goods later. If the Buyer does not follow the notification process, the Seller has no liability for the defect or failure, and the Buyer is still obligated to pay the full price of the Goods.
Force Majeure
1. The Seller will not be held responsible for any failure to make timely delivery of all or any part of the Goods if such failure, in whole or in part, are due to acts of God, acts of public enemy, terrorism, civil unrest, legal or regulatory issues, operational issues and/or resource availability.
2. The Seller will assess, in good faith, the extent of the control in which they have over such circumstances affecting their obligations. The Seller will make a reasonable effort to determine if they can mitigate the impact of these uncontrollable events.
General
1. Any notice provided between the Buyer and the Seller must be made via writing and must be sent to the registered office or principal place of business of the other party.
2. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of these conditions determined by a competent third party authority to be invalid or unenforceable, the other provisions shall remain in effect.
3. This Agreement shall be interpreted under British law.
Disclaimer of Warranty/Limitation of Liability
1. The Seller disclaims all warranties not explicitly stated in this agreement, which includes but is not limited to, express warranties, implied warranties of merchantability and/or fitness for a particular purpose, and non-infringement of third party rights.
2. The Seller and its affiliates are not to be held liable for any indirect or consequential damages relating to the Goods, including but not limited to, lost profits, loss of goods, costs related to downtime, lost data, and/or property damage.
3. In no event will the Seller’s liability exceed the net purchase price of the Goods that delivered and paid for by the Buyer.
4. The Seller has no obligation to defend or indemnify the Buyer against any claims related to infringement of patents, trademarks, or copyrights arising from the Goods.

EMCA Interconnect Ltd Terms and Conditions of Purchase

Purchase of Goods
1. EMCA Interconnect Ltd (“Buyer”) herby agrees to buy, and You (“Seller”) herby agrees to sell goods (“Goods”) described and quantity described on any written quotation of the Seller or any written purchase order of the Buyer which is accepted by the Seller, in accordance with the Terms and Conditions set forth in this Agreement.
2. All purchase orders shall be covered by the requirements of REACH/RoHS, Mineral Conflict Status and ITAR regulations, as applicable.
3. An order acknowledgement shall be provided by the Supplier/Seller confirming that the Purchase Order requirements will be met.
Supplier Approval & Certifications
1. The Buyer operates in accordance with the requirements of aerospace standard AS9120b and maintains a list of Approved Suppliers. Suppliers must demonstrate that they have appropriate certification for the Goods they provide. Only Approved Suppliers will be utilised for the placement of a purchase order.
2. All certification organisations' certificates, shall be recognised for EU certification organisations. Subject to QA approval, non-EU suppliers may be registered to their countries specific QMS e.g. Switzerland.
3. The Buyer will review supplier performance on a regular basis to ensure that delivery key performance indicators are met, quality standards are maintained and delivery dates are hit within a reasonable tolerance. This analysis will be communicated back to the suppliers. If performance does not improve within a reasonable tolerance and timeframe, then the supplier risks being removed from the Approved Suppliers list.
Traceability of Goods and Record Retention
1. Materials and components purchased are traceable to the manufacturer and throughout the supply chain and bear acceptable documentation. Lot traceability is required for the products on this purchase order. A unique lot/batch number assigned by the manufacturer to the production lot provided, that is traceable to the parts supplied (and raw materials if specifically requested – material certificate), processing and testing results may also be required and will be stated on the purchase order. Release documentation shall clearly indicate the trace of Goods.
2. Product inspection records, test reports and other documentation indicating conformance to the Buyer’s purchase order must be retained by the supplier for a minimum of twenty (20) years from date of shipment.
Delivery
1. Goods shall be delivered on the due date specified on the Buyer’s purchase order. The supplier shall communicate proactively should anything impact the ability to deliver on time.
2. Suppliers shall provide a manufacturer’s certificate of conformance and backward traceability with each shipment, which states that the product supplied meets all drawing, specification and purchase order requirements. The C of C shall reflect the part number(s) listed on the Buyer’s purchase order, the production lot numbers, and shall be signed by an authorized supplier representative of the manufacturer. Distributors shall provide the manufacturer’s certificate of conformance as described above in addition to their own C of C.
Product Quality
1. Goods shall be delivered in new condition and properly packaged in accordance with the Buyer’s purchase order. Staples shall not be used and packaging shall be appropriate to prevent FOD. The Seller is responsible for all Goods in transit to the Buyer.
2. Should it be specified, the purchase order requires Goods to be produced by a specific manufacturer. Supplying of another manufacturer’s Goods shall be cause for rejection.
3. The supplier shall provide raw material certifications, special processing certifications and test reports for all the tests required by the drawing and procurement specifications.
Non-Conformance
1. The Seller/Supplier is responsible for non-conforming products and is obliged to inform the Buyer of any such non-conformances. The Supplier must not deliver products that deviate from the requirements set in the Purchase Order. If non-conforming or suspected non-conforming products are detected (either during transit or after delivery), the Supplier must immediately notify the Buyer in writing. If the Buyer determines that the non-conformity is the Supplier's fault, the Supplier must cooperate in a corrective action process. This includes root cause investigation, corrective actions, and providing necessary documentation.
2. The Supplier cannot substitute products, materials, or subcomponents unless the Buyer provides written consent. The Buyer is not obligated to inspect the products upon arrival. Furthermore, the Supplier waives any right to demand the Buyer to perform such inspections.
3. If the Buyer rejects products due as non-conforming, the Buyer can ask for replacement goods at the Seller’s expense, can reduce future quantities ordered with no penalties to the Buyer, and/or any other measures the Buyer deems necessary.
4. If the Buyer rejects non-conforming products, the Supplier must notify the Buyer within 48 hours (or a shorter reasonable period) about how the Supplier wants the non-conforming products disposed of. If no notification is received, the Buyer has the right to dispose of the non-conforming products at its discretion without liability to the Supplier. However, the Buyer may choose to return the non-conforming products to the Supplier at the Supplier’s expense.
5. The Supplier bears all risk of loss for non-conforming products and is responsible for any costs related to returning, storing, or disposing of those products. Even if the Buyer makes any payment for non-conforming products, this does not mean the products are accepted. The Buyer’s payment does not waive any rights or remedies, and the Supplier remains responsible for any issues related to non-conformance.
Counterfeit & Suspected Unapproved Parts
1. The Buyer shall immediately quarantine any Goods where there is risk of counterfeit and/or suspected unapproved product being supplied. All such Goods shall be defaced to prevent any future risk of entry into the industry. A single instance of counterfeit and/or suspected unapproved Goods being supplied will result in the supplier in question being removed from the Buyer’s Approved Suppliers list, and The Buyer reserves the right to escalate to the relevant authorities.
Right of Access
1. The Buyer reserves the right of access to the supplier’s facility for the purpose of audit and inspection, at the request of the Buyer, the Buyer’s customers and/or regulatory authorities. Should an inspection be required, written notice within a reasonable time frame shall be given, prior to the visitation.
Force Majeure
1. There shall be no liability to the Buyer should the Seller fail to make timely delivery of all or any part of the Goods if such failure, in whole or in part, are due to acts of God, acts of public enemy, terrorism, civil unrest, legal or regulatory issues, operational issues and/or resource availability.
2. The Seller will assess, in good faith, the extent of the control in which they have over such circumstances affecting their obligations. The Seller will make a reasonable effort to determine if they can mitigate the impact of these uncontrollable events so that the Buyer’s purchase order terms and conditions are adhered to in a timely manner.
General
1. Any notice provided between the Buyer and the Seller must be made via writing and must be sent to the registered office or principal place of business of the other party.
2. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of these conditions determined by a competent third party authority to be invalid or unenforceable, the other provisions shall remain in effect.
3. The Supplier shall ensure that employees and people working on its behalf are aware of their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behaviour.
4. This Agreement shall be interpreted under British law.
Limitation of Liability
1. The Supplier is obligated to protect the Buyer and the Buyer’s customers from all liabilities, costs and losses, resulting from, claims of actual or alleged infringement of third-party intellectual property rights, direct, indirect, or consequential losses, loss of profit, and loss of reputation, and/or all reasonable expenses associated with such claims and penalties.
2. The Supplier agrees to indemnify the Buyer against claims by third parties for death, personal injury, and/or property damage associated with defects in the Supplier’s Goods, whether these be related to omissions and/or actions of the Supplier’s employees, agents, and/or subcontractors.