The Order shall be deemed to be accepted either by the express oral or written acceptance of the offer by the Supplier or by the dispatch of any part of the Goods and/or performance of the Services specified on the face of the Order Fasset Ltd expressly limits acceptance to the terms stated on both sides of the Order and any attachments. Fasset Ltd and Supplier agree that any additional or modified terms contained in any acceptance or other form provided by Supplier shall not apply to the Order

1.   DEFINITIONS

      The following expressions are defined as     

      1)   “Fasset” shall mean Fasset Limited and its subsidiary companies the company which issues the Order. The company issuing the Order is detailed on the face of the Order

      2)   “Supplier” shall mean the person, firm or company to whom the Order is addressed

      3)   “Goods” shall mean articles, materials, software or any other Items as detailed on the face of the Order

      4)   “Services” Shall mean the service as detailed on the face of the Order

      5)   “Affiliate” means any subsidiary, holding company, or company with a holding company in common as defined in Section 736 of the UK Companies Act 1985, or

            equivalent legislative act within the country that the Order originates however, any such subsidiary or company or other entity shall be deemed to be an Affiliate for

            the purposes of the relevant Order only so long as such ownership exists.

      6)   “Order” shall mean the purchase order.

      7)   “Forecast” shall mean schedules provided to the Supplier which predict future requirements. The Forecast will be for planning purposes only and does not constitute an Order.

      8)   “Specification” shall mean drawings, documents, electronic data and other items used to define the Goods or Service.

2.   THE ORDER

      Reference to Supplier's bids or proposals in the Order shall not, unless otherwise provided for on the face of the Order, modify the terms and conditions of the Order, and no other agreement or quotation modifying any such terms and conditions will be binding upon Fasset unless made in writing and signed by Fasset’s authorised representative. Where the Order is issued pursuant to, or forms part of a separate Fasset Agreement for Goods or Services, the terms and conditions of such Agreement, if in conflict with those of the Order, shall take precedence, but only to the  extent of such conflict.

3.   PRICE

      The price detailed on the face of the Order will not be changed for the duration of the Order.

4.   TITLE

      Goods and Services of the Order shall pass at time of delivery, provided that passing of title does not prejudice either Fasset's right to reject for non-conformity with the Specification or any other rights that The Company may have under the Order. If advance payments from Fasset to the Supplier pursuant to the Order are made, then title, but not risk, is passed to Fasset when Goods or Services are allocated to the Order. All items allocated should be adequately marked and recorded as being the property of Fasset.

5.   MATERIALS, PROPERTY, DOCUMENTS AND DATA

      Any such items, tangible or intangible, consigned or issued by Fasset to the Supplier in connection with work being performed for Fasset shall be used solely for such purposes, and upon termination or completion of the Order, shall be returned to Fasset upon request. The Supplier shall not transmit or communicate outside the country in which it is resident or registered, or except for purchases of materials normally purchased by the Supplier, communicate or divert to others, any Fasset specification, drawing or other data, or product of such data.

6.   CARRIAGE AND PACKING

      All Goods are to be delivered carriage and insurance paid to the address specified on the Order, and all costs and expenses incurred or suffered for the transport and delivery shall be payable by the Supplier unless otherwise agreed. Fasset accepts no responsibility for the risk of damage, loss or delay in transit. All packages must be clearly marked with the country of origin of Goods, name and address of sender and Fasset Order number as detailed on the Order, part number (if applicable), and show gross tare and net weight and/or quantity. All related shipping documentation required for the fulfillment of the Order shall be provided by the Supplier at no additional cost to Fasset.

EARLY DELIVERY

      Fasset has the right to return to the Supplier, at the Supplier's expense, any Goods delivered more than 5 days before the agreed delivery date.

8.   QUALITY WARRANTIES

      The Supplier acknowledges that it understands the purpose and conditions of use of the Goods or Services supplied in accordance with the Order. The Supplier warrants that the Goods or Services comply with their specified description, are in accordance with the Fasset’s Specification, if provided, are fit for the purpose for which they were designed or required, and are of merchantable and satisfactory quality, and Services will be performed with skill and care. Goods and Services are subject to Fasset inspection after delivery or performance. If such warranties are not met, then at the option of  Fasset, the Goods or Services may be rejected and;

      1)   The Supplier's account debited; and

      2)   The Order may be cancelled in full; or

      3)   Goods or Services may be reworked by Fasset or a third party; or

      4)   Goods or Services may be returned to Supplier, who shall replace, repair or re-perform and/or redeliver;

      all of the above will be conducted to the satisfaction of Fasset, at the Supplier's expense and risk.

      Inspection, delivery, approval or payment by Fasset shall not operate as a waiver of any breach of warranty or of any term or condition of the Order, and the Supplier shall indemnify Fasset against any loss or damage arising from any breach of warranty or any term or condition of the Order. No rights, remedies and warranties available to Fasset under the Order or by operation of law are waived or modified except by Fasset in writing. The Supplier shall warrant the Goods or Services for a minimum of 12 months from delivery

9.   SUCCESSORS AND ASSIGNMENT

      The Order shall be binding upon and inure to the benefit of Fasset, its successors and assigns, and shall be binding upon and inure to the benefit of the Supplier, its successors, and to the extent assignment is approved by Fasset as provided in the Order, the Supplier's successors and assigns. All rights and benefits in the Order are or may be assigned by Fasset to its Affiliate.

10. SUBCONTRACTS

      The Supplier shall not subcontract, delegate or assign its obligations under the Order without the prior written consent of Fasset. Purchases of materials normally purchased by the Supplier or required by the Order shall not be construed as subcontracts, delegations or assignments requiring consent. The Supplier shall, in any event, remain responsible for the performance of the Order and have sole responsibility for the management of all subcontractors in executing the Order. The Supplier shall accept full responsibility for all risk, loss and damage howsoever arising from the use of any such subcontractor

11. TERMINATION

      Default

      The occurrence of any of the following shall constitute an "Event of Default" on the part of the Supplier;

      1)   Failure to deliver the Goods or perform the Services within the time specified In the Order;

      2)   Failure to have demonstrated due consideration and actions to fulfill the obligations of the Order, so as to endanger its ability to perform the Order;

      3)   The filing of any voluntary petition in bankruptcy by the Supplier, or the filing of an involuntary petition by the Supplier's creditors;

      4)   The appointment of a receiver to take possession of substantially all of the Supplier's assets;

      5)   The execution or other judicial seizure of all or substantially all of the Supplier's assets;

      6)   Failure to perform any other obligation, agreement or covenant of the Order;

      In an Event of Default as defined herein, Fasset shall have the option to terminate the Order in part or in full and may acquire, under the terms and in the manner Fasset considers appropriate, the Goods or Services similar to those terminated, and the Supplier shall be liable to Fasset for any excess costs for those Goods or Services.

      Convenience

      The Order may be terminated at Fasset's option at any time by giving notice. In the event of such termination notice, the Supplier shall at all times mitigate the effect of any such termination and shall invoke all cancellation agreements relevant to the Order and within 28 days of the termination notice submit in writing to Fasset an auditable account of the Order, records of which shall be made available for inspection detailing

      1)   The order price of finished Goods or Services and the cost of work in progress specific to the Order;

      2)   The Supplier's liability for materials, components or other items or services purchased exclusively for the fulfilment of the Order and delivered to the Supplier; and

      3)   The Supplier's liability for materials, components, other items or services for which firm irrevocable commitments have been made to a subcontractor for the exclusive

            benefit of the Order;

      Notwithstanding the foregoing Fasset shall not be liable to pay for any goods or services which are not in accordance with the Specification, not determined in writing within 28 days of notice nor shall Fasset be liable for any loss or damage other than provided for in this clause and, in particular, Fasset expressly excludes liability for indirect, specific or consequential loss or damages for the loss of profit, business, revenue, goodwill or anticipated savings

12. INSURANCE

      The Supplier shall be liable for and shall indemnify Fasset against any claim, cost or proceeding resulting from death or injury to any person(s) or damage to any property caused by the negligence of the Supplier or of the Supplier's employees. The Supplier shall arrange, and provide evidence to Fasset as required, Public liability insurance with a minimum indemnity equivalent to £10,000,000 (10 Million GB Pounds) in respect of anyone claim or incident, and which shall remain in place for the term of the Order.

13. CONFIDENTIAL INFORMATION

                        The Supplier shall not disclose to any third party or use for any purpose other than to fulfill its obligations under the Order, any information received from Fasset or its Affiliates in connection with the Order which has. been disclosed by Fasset to the Supplier in confidence, except that which is otherwise publicly available or is publicly disclosed by Fasset or its Affiliates subsequent to receipt by Supplier of such information, or is rightfully received by the Supplier from a third party. Where deemed necessary, the Supplier and Fasset shall sign a formal Reciprocal Non Disclosure Agreement encompassing all business conducted between the Supplier and Fasset. If a formal Reciprocal Non Disclosure Agreement has not been signed, the Supplier shall not disclose confidential information to Fasset, and Fasset shall be free to use and disclose for any purpose all information received from Supplier in connection with the Order, despite any legend or notice to the contrary