Terms & Conditions

Purchase Order Terms and Conditions

The following requirements apply based on the Purchase Order received from Watts Aviation Services Ltd.

  1. PACKING AND SHIPPING. Supplier must prepare/package product to prevent shipping damage and deterioration.

  1. SHIPMENT/DELIVERY. Shipments or deliveries, as specified in the buyers Purchase Order, shall be in accordance with the specified quantities and the specified schedules. Supplier is encouraged to notify the buyer of any anticipated or actual delay.

  1. RIGHT OF ENTRY. Supplier shall allow the buyers representatives, customers, statutory and regulatory agencies right of entry into the applicable areas of Supplier’s facilities and the entire supply chain to verify all processes and records.

  1. QUALITY. Supplier shall provide and maintain an inspection system which will assure that all delivered products conform to Purchase Order requirements, whether manufactured or processed by the supplier or a sub-tier supplier. Supplier shall maintain controls and perform all inspections and tests required to substantiate product conformance to Purchase Order requirements.  

  1. INSPECTION AND TEST EQUIPMENT. Supplier shall maintain inspection and test equipment to assure calibration traceable to a known national or international standard. Calibration records must be maintained and made accessible to the buyer, if required.

  1. FOREIGN OBJECT DAMAGE. Supplier shall control/prevent foreign object damage or contamination during manufacture, assembly, inspection and/or shipment. The FOD program requirements must be made accessible to the buyer upon request.

  1. RECORDS. The Supplier shall maintain records of work performed for the buyer. Records shall include the COC provided to the buyer as well as records that support the certificate. Records must be available to the buyer upon request. Records must be maintained for a minimum of ten (10) years. Disposition required is; a) hard copy records – shred, b) electronic/digital files – delete.

  1. CERTIFICATIONS. Supplier must ensure that individual parameters within a given specification have been met. Certifications must reflect that all applicable manufacturing and process specifications called for have been met.

  1. FIRST ARTICLE INSPECTION. If required by the buyer on the Purchase Order, first article inspections are to be recorded on form AS9102 or equivalent.

  1. CHANGES. Any change to the requirements as stated on the Purchase Order must be approved by the buyer prior to taking action on those proposed changes.

  1. COUNTERFEIT PARTS PROGRAM. Supplier is requested to protect the buyer from counterfeit parts from being shipped.

Rev 1, 2018




CONDITIONS OF SALE

  1. GENERAL

The expression the ‘Company’ shall mean Watts Aviation Services Limited. The ‘Customer’ shall mean any person, firm, company or organisation whatsoever dealing with the Company. ‘Conditions’ shall mean these conditions of sale. ‘Goods’ shall mean any goods supplied to the Customer by the Company hereunder.

  1. CONDITIONS

All orders whether verbal or in writing are accepted subject to the following terms and conditions which unless and to the extent otherwise agreed in writing by a director of the Company shall prevail to the exclusion of all other terms conditions representations or warranties proposed by the Customer or any other party.

  1. QUOTATIONS AND ORDERS

Unless previously withdrawn any quotation given by the Company is valid for thirty (30) days from date of quotation.  Customers wishing for a quotation with longer validity period may request this in writing and the Company may provide written acceptance of this period as its discretion.

The Customer’s order to the Company is an offer to enter into a contract upon these Conditions. Acceptance occurs and the contract is formed only upon the Company despatching to the Customer an acknowledgement of the order. Any terms or conditions proffered at any time but the Customer are hereby excluded. A quotation will not in any circumstances, constitute an offer.

  1. PACKAGING AND DELIVERY

The cost of packing and carriage will be charged on all orders in addition to the quotes price unless agreed otherwise in writing between the Company and Customer.

Any delivery dates given are estimates only. Time of delivery is not of the essence of the contract. Unless otherwise stated, delivery periods commence from the date of the acknowledgement of order.  The Company shall use its reasonable endeavours to deliver the goods by the stated date, but may suspend or delay delivery and shall not be liable for any loss whatsoever in the event of late delivery or non-delivery of goods or any instalment.  The Customer shall not be entitled to refuse to accept late delivery or to treat late delivery as a breach of contract.

The Company may at its option deliver by instalments: each instalment shall constitute a separate contract on and subject to these Conditions.

Unless otherwise agreed in writing.        

  1. all orders to be delivered in England, Scotland and Wales shall be delivered by or on behalf of the Company to the delivery address notified by the Customer; and
  2. all orders to be delivered outside England, Scotland and Wales shall be delivered on the basis arranged between the Company and the Customer in accordance with ‘Incoterms 2000’

If the Customer is unable to accept delivery of any goods, the Company may, at its option, either store such goods itself or have them stored by third parties on such terms as it in its absolute discretion thinks fit.  The cost of storage and any additional transportation will be added to and form part of the price.  If the Customer is not able to accept re-delivery of such goods with fourteen (14) days of the initial attempted delivery the Company shall be entitled to treat the contract as repudiated and it shall (without prejudice to its rights and remedies in respect if such repudiation, in particular its rights and remedies under Condition 8), be entitled to sell the goods and retain all proceeds of the sale.

  1. PRICES

All prices are exclusive of Value Added Tax and unless otherwise stated are exclusive of any other tax duty tariff delivery and packing charges arising in the United Kingdom or elsewhere.

Where goods are the subject of an unconditional order received in response to and within 30 days of the date of an appropriate written quotation then the price shall be as stated in the quotation PROVIDED THAT:

  1. where the quotation has expired or otherwise the price shall be that ruling at the date of despatch and
  2. the Company reserves the right to vary the price of goods by any amount attributable to any change in or insufficiency of the Customer’s instructions or any increase in cost to the Company of delivering the goods which is outside the reasonable control of the Company including, but not limited to a variation in the cost of materials, labour, transport, duties, taxes, exchange rates or any costs of whatsoever nature between the date of the contract and the date of delivery or completion of payment.

Unless otherwise agreed all prices quoted and/or invoiced will be in pounds sterling and where an alternative currency is agreed the Company reserves the right to apply a currency fluctuation charge appropriate to the rate of exchange ruling on the date of payment by the Customer.

  1. RISK

The risk in respect of all goods supplied shall pass to the Customer upon delivery.

  1. TERMS OF PAYMENT

Unless otherwise agreed with the Company, the Customer must pay in full upon the placing of the order. Such payment must include V.A.T and all and any other applicable taxes.

The Company may, subject to references which are, in the Company’s sole opinion, satisfactory, agree to grant Customers ’30-day Account’ status. Applications for ‘30-day Account’ must include details of current bankers and two trade references.

Customers with a ’30-day Account’ status must pay by the 30th day of the month following the date of invoice.  

The Company reserves the right to charge interest at the rate of 2% per month on all overdue accounts with a minimum charge of £2.50

Goods will not be despatched to a Customer whose account is in default until such time as the Company has received full payment.

  1. CANCELLATION

Orders accepted by the Company many not be cancelled unless by written consent of a director or other authorised person on behalf of the Company.  In this event the Customer shall then be liable for any costs claims or losses howsoever incurred by reason of such cancellation.

If the Company agrees cancellation by the Customer, the Customer shall indemnify and keep indemnified the Company from and against any and all claims, costs, expenses (including legal costs and disbursements on a solicitor own client basis), charges, losses, damages and other liabilities arising or incurred directly and/or indirectly as a result of or in connection with such cancellation

  1. PROPERTY

The property in the goods shall not pass to the Customer and the full legal and beneficial ownership of the goods shall remain with the Company unless and until the Company has received payment in full for:

  1. the goods the subject of this contract and
  2. all other goods the subject of any other contract between the Customer and the Company which at the time of payment of the full price of the goods sold under this contract have been delivered to the Customer but not paid for in full.

  1. RETENTION OF TITLE
  1. Until such time as the Company shall have received payment in full for all goods from the Customer legal and beneficial title in and ownership of such goods (‘Retained goods’) shall remain in the Company.
  2. The Customer shall at its risk and expense insure all goods supplied by the Company from the date of delivery for their full replacement value against all risks and keep all Retained goods safe and in good Condition stored separately and clearly identifiable as the Company’s property will all identifying marks intact and legible.
  3. The Customer may use or sell Retained goods in the ordinary course of its business on the basis that the Customer shall account to the Company for all proceeds of sale or otherwise of the goods, whether tangible or intangible, including without limitation insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Customer and/or any third parties and all such proceeds shall be held in trust by the Customer for the Company absolutely
  4. The Customers rights under Condition 10(c) shall terminate:
  1. forthwith on notice from the Company if the Customer is in breach of any of the Conditions (including, without limitation, non-payment for the goods by the due date) or any other contract with the Company or if the Company has reasonable doubts as to the ability or willingness of the Customer to pay any sum due to the Company on the due date or
  2. upon the passing of any resolution for the winding up or the making of a winding up order against or order for the dissolution of the Customer;
  3. upon the appointment of a receiver, administrative receiver, receiver and manager, sequestrator or similar officer over all or any of the assets or undertaking of the Customer or the making of an administration order in relation to the Customer.
  4. upon the entry into the comprise or arrangement or voluntary arrangement, or any other scheme, composition or arrangement for the benefit of its creditors generally, by the Customer with any of its creditors (or any class of them) or any of its members (or any class of them) or if the Customer takes any action in relation to any of the same.
  5. upon the taking by any creditor secured or otherwise of possession of, or the levying of distress or enforcement of some other process upon, all or part of the property, assets or undertaking of the Customer;
  6. upon the deemed inability of the Customer to pays its debts within the meaning of Section 123 of the Insolvency Act 1986
  7. upon the ceasing by the Customer to carry on the whole or a substantial part of its business;
  8. upon the suspension of payment of debts by the customer or the inability or omission of the Customer to pays its debts as they fall due; or
  9. upon the occurrence of an event or circumstance in relation to the Customer similar to any of those referred to in (iii) to (viii) above in any jurisdiction other than England and Wales

  1. The Company may at any time enter the premises of the Customer or of any third party where the retained goods are stored, with or without vehicles, for the purpose of inspecting the retained goods and identifying them as the Company’s property and upon termination of the Customer’s powers of use and sale under Condition 10(c) above may repossess them and the Customer irrevocably authorises the Company to enter upon such premises for those purposes.  The repossession of Retained goods by the Company in accordance with this Condition shall be without prejudice to all or any of the Company’s other rights against the Customer under these Conditions.

  1. LOSS OR DAMAGE IN TRANSIT

The Customer shall inspect the goods immediately upon receipt.  The Company shall not be liable for any loss or damage to goods in transit unless:

  1. the Company is responsible for delivering the goods to a delivery address notified by the Customer
  2. the Customer notifies the Company in writing of any damage before the expiry of five (5) days after receipt of goods.
  3. the goods are preserved intact as delivered for a period of fourteen (14) days from notification by the Customer of its claim within which time the Company and/or any person nominated by the Company shall have the right either to attend at the Customer’s premises or other nominated premises to investigate the Customer’s complaint, or to require the Customer to return the goods to the Company at the cost and risk of the Company; and
  4. in the case of loss in transit notification in writing of non-arrivals is sent to the Company by the Customer within five (5) days of receipt of the invoice.

“Unexamined” signatures do not relieve the Customer of any liability in respect of this Condition and the Company shall not be liable for any loss or damage in transit if the Customer fails to comply with the provisions of this Condition.  If the Customer fails to give such notice as required by Condition (a) above the goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be deemed to have accepted the goods and shall pay for the same accordingly.

The Company’s liability for goods lost or damaged in transit shall in all circumstances be limited (at the Company’s option) to the repair or replacement or crediting of the Customer with the invoice value of the goods in question.

  1. LIABILITY

The Company shall not be liable, whether by the way of indemnity or by reason of breach of contract, tort or breach of statutory duty or any other manner for direct, indirect or consequential loss of whatever nature suffered by the Customer or for special damages, loss of use (whether complete or partial) of the goods, or loss of profit or any contract and the Customer hereby expressly acknowledges that the Company is a distributor and does not manufacture the goods and that its only remedies against the Company in respect of the goods sold hereunder are those set out in conditions 11 and/or 13 of these Conditions.

  1. WARRANTIES

The Company offers the customer the benefit of the warranty terms and period offered by the manufacturer of the goods concerned. No additional warranties are offered whether express or implied hereunder or at law.

  1. HEALTH & SAFETY

It is a responsibility of the Customer to ensure that the goods supplied by the Company are used in such a manner as to comply with the Health and Safety at Work Act 1974

  1. FORCE MAJEURE

The Company shall not be liable for loss attributable to any event or circumstances beyond the Company’s reasonable control.

  1. DISPUTES

English Law shall govern construction and operation of the contract and the Customer agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales.

  1. NO WAIVER

Any delay or forbearance by the Company in enforcing any of these Conditions or any of its rights hereunder shall not be construed as a waiver of any of its rights thereafter to enforce the same.

  1. SEVERABILITY

Each of these Conditions and each paragraph hereof shall be construed as a separate Condition. Should any provision hereof be found to be invalid or unenforceable or an unreasonable restriction of the Company’s liability then such provision shall apply with such modification as may be necessary to make it valid and effective.