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STANDARD TERMS AND CONDITIONS OF PURCHASE (GOODS AND SERVICES) 1. Definitions 1.1 In these Terms and Conditions: “Agreement” means the agreement between AIRCOM and the Supplier consisting of the Purchase Order, these Terms and Conditions, any written specifications of AIRCOM, and any other documents (or parts thereof) specified in the Purchase Order or otherwise expressly incorporating these Terms and Conditions; “AIRCOM” means AIRCOM International Limited; "Delivery Date" means the date specified by AIRCOM when the Goods or Services are to be delivered; "Goods" means all (or any) of the goods and Software covered by the Agreement including without limitation raw materials, processed materials or fabricated products; "Price" means the price for the Goods or Services stated on the Purchase Order, inclusive of VAT (if applicable) or any analogous sales tax, carriage, freight, postage, insurance and other costs; "Purchase Order" means AIRCOM’s Purchase Order for the Goods or Services; “Services” means all services and/or performance of works or professional services that AIRCOM agrees to buy from the Supplier, as set out in the Purchase Order; and “Software” means software supplied by the Supplier to AIRCOM under the Agreement; "Supplier" means the person or organisation to whom a Purchase Order is sent by AIRCOM; and "Terms and Conditions" means these terms and conditions. 2.Terms and Conditions 2.1 In the absence of a signed agreement between AIRCOM and the Supplier for the purchase of particular Goods and/or Services, these Terms and Conditions and other matters appearing on the Purchase Order shall apply to all the purchase of such Goods and/or Services by AIRCOM from the Supplier to the exclusion of all other terms and conditions, including any terms and conditions which the Supplier may purport to apply or which are endorsed upon any correspondence or documents issued by the Supplier irrespective of their date of communication to AIRCOM 2.2 Acceptance of the Purchase Order constitutes acceptance of these Terms and Conditions and any scheduled attached but without prejudice to the foregoing the dispatch or delivery of the Goods or Services by the Supplier to AIRCOM shall be deemed conclusive evidence of the Supplier’s acceptance of these Terms and Conditions. 2.3 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by AIRCOM. The Purchase Order, these Terms and Conditions and any special terms and conditions shall form the entire agreement between AIRCOM and the Supplier in relation to the purchase of the Goods and/or Services. 3.Price and Payment 3.1 Unless otherwise agreed, the Price is: (a) that stated in the Purchase Order; (b) exclusive of UK VAT; (c) inclusive of any other taxes payable; (d)inclusive of cost of delivery to the delivery address specified by AIRCOM and of standard packaging suitable for the means of delivery and any customs or import/export duties; (e) fixed; and (f) in the currency agreed between AIRCOM and the Supplier, and if no currency has been agreed, in GB Pounds Sterling. 3.2 A valid VAT invoice in respect of the Price shall be produced to AIRCOM by the Supplier. Unless otherwise agreed in writing by AIRCOM, the invoice may only be submitted and dated after completed delivery of the relevant Goods or completed performance of the relevant Services. The invoice shall not be valid unless it is addressed to AIRCOM International Ltd. and it contains the AIRCOM Purchase Order number, the Supplier’s relevant VAT number, the net amount due, and the Supplier’s full banking details (including account number, sort code, and, where applicable, SWIFT code). In the event that AIRCOM reasonably considers that any invoice submitted by the Supplier is defective or relates to Goods supplied or Services performed otherwise than in accordance with the Supplier’s obligations under this Agreement, AIRCOM shall be entitled to withhold payment of the disputed amount without prejudice to any other rights or remedies it may have. AIRCOM shall notify the Supplier of any dispute within fourteen days of receipt of the invoice. 3.3 AIRCOM shall pay the Price within 45 days from the end of the month of receipt of the invoice. 3.4 The Supplier shall not be entitled to vary the Price except with the prior written consent of AIRCOM. 4.Warranty 4.1 Unless otherwise agreed, the Supplier warrants to AIRCOM, and it is a condition of the Agreement that the Goods themselves shall and the sale/performance of the Goods and Services shall: (a) comply with any specification and any drawings, descriptions or samples supplied prior to the Purchase Order and any requirements made by AIRCOM; (b) be of satisfactory quality, free from material defects in design, material and workmanship, safe and fit for their purpose and any Services shall be supplied with due speed, care, skill and diligence; (c) comply with all laws and industry standards applicable to the nature of Goods and Services supplied. 4.2 Without prejudice to clause 4.1 and any other rights of AIRCOM, the Supplier warrants that the Goods and Services shall continue to comply with clauses 4.1 (a) and (b) until (i) 120 days from the date of completed delivery of the Goods and Services or (ii) 120 days after they are put into use (whichever is the sooner) and if they do not so comply the Supplier shall at its cost, within 14 days of notice from AIRCOM remedy the defect in the Goods and/or Services or replace the Goods. 4.3 AIRCOM may without prejudice to its other remedies, within 120 days of completed delivery at the Supplier’s cost (including freight) reject, in whole or in part, Goods and/or Services which do not comply with these Terms and Conditions. AIRCOM shall not be deemed to have accepted to Goods on receipt. The signature of an AIRCOM representative on delivery is only evidence of the number of packages and/or Services received and not that they comply with these Terms and Conditions. 4.4 Where the Goods are repaired or replaced or Services re-performed in terms of clause 4.2, the Supplier warrants those repaired or replaced Goods for a further period of 120 days from the date of repair or replacement. 4.5 AIRCOM shall have the right exercisable during the performance of the Services to suspend any payment obligation in respect of the Services if the performance does not conform in quality with any stipulations in the Agreement or if the performance is delayed.
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