General Purchase Provisions
The word “Articles” means the goods, products, materials, supplies, parts, assemblies, technical data, intellectual property,
drawings, services, or other items covered by the Purchase Order.
2. Data and Facilities
Seller acknowledges that it has in its possession all applicable specifications and drawings, and all other documents, to
which reference is made herein and/or which are attached hereto, and that such data are adequate to enable seller to perform
the services called for herein at the price and in accordance with the schedule set forth. All such data shall be deemed to be
a part of the Purchase Order. Seller represents that it now has or can readily procure without assistance of Buyer all
facilities, machinery and equipment necessary for the provision of the Articles required in the Purchase Order.
3. Packaging and Shipping
Deliveries shall be made as specified without charge for boxing, crating, carting, or storage unless otherwise specified, and
Articles shall be suitably packed to secure lowest transportation costs, and in accordance with the requirements of common
carriers, and in such manner as to assure against damage from weather or transportation. Articles shall be described on bills
of lading in accordance with current Motor Freight or Uniform Freight Classification, whichever is applicable. Buyer’s
Purchase Order numbers and symbols must be plainly marked on all invoices, packages, bills of lading and shipping orders.
Packing lists shall accompany each box or package shipment. Buyer’s count or weight shall be final and conclusive on
shipments not accompanied by packing lists. Shipments for two or more destinations when so directed by Buyer shall be
shipped in separate boxes or containers for each destination, at no extra charge. Except as consented to by Buyer, Seller
shall not ship in advance of schedule and shall ship exact quantities ordered.
4. Acceptance of Purchase Order
The Purchase Order constitutes Buyer’s offer to Seller and Buyer’s Purchase Order is subject to the General Provisions
contained herein and that are available for review by Seller at www.spirepayments.com which are immediately binding on
Seller. The Purchase Order does not constitute an acceptance by Buyer of any offer to sell, any quotation, or any proposal.
Reference in the Purchase Order to any such offer to sell, quotation or proposal shall in no way constitute a modification of
any of the terms and conditions of the Purchase Order to any degree whatsoever. No attempted acknowledgment of the
Purchase Order containing terms and conditions inconsistent with or in addition to the terms and conditions of the Purchase
Order shall be binding upon Buyer unless expressly accepted in a signed writing by Buyer’s authorized procurement
representative. Any terms and conditions (including price and delivery dates) proposed by Seller in accepting Buyer’s offer
which are inconsistent with or in addition to the terms herein set forth, shall be void and of no effect, unless and to the extent
expressly accepted by Buyer’s authorized procurement representative in a signed writing.
The prices stated herein include all applicable VAT taxes. In the event it is ever determined that any taxes included in the
prices herein are not required to be paid, Seller agrees to notify Buyer and, for taxes paid, to make prompt application for
the refund thereof, to take all proper steps necessary to obtain same, and when received to remit same to Buyer or if not
remitted, to decrease the Purchase Order price accordingly.
Seller represents that prices quoted to or paid by Buyer shall not exceed current prices charged to any other customer of
Seller for items which are the same or substantially similar to the Articles, taking into account the quantity under
consideration, and Seller will forthwith refund any amounts paid by Buyer in excess of such price. Buyer shall be entitled at
all times to set off any amount owing at any time from Seller to Buyer, any of its divisions or any of its affiliated companies,
against any amount payable at any time to Seller by Buyer, any of its divisions or any of its affiliated companies.
Seller shall submit an invoice to Buyer only after Buyer’s receipt of the Articles described in the Purchase Order. Buyer
shall only pay invoices that reference Buyer’s agreed Purchase Order Number and Buyer shall not pay Seller’s invoice until
satisfactory receipt of the Articles by Buyer at the address listed by Buyer in the Purchase Order plus any additional
working days set forth in the terms of the Purchase Order under the heading “Terms.”
Seller warrants that all Articles will conform to applicable specifications, drawings, descriptions and samples, and will be
merchantable, of good workmanship and material, fit for the particular purpose or purposes for which intended, and free
from defect, claim, encumbrance, or lien. unless manufactured pursuant to detailed design furnished by Buyer, Seller
assumes design responsibility and warrants the Articles to be free from design defect and suitable for the purposes intended
by Buyer. If the Articles delivered or services furnished hereunder do not meet the warranties specified herein or otherwise
applicable, Buyer may, at its option, return at Seller’s expense the defective or non-conforming Articles for credit or refund,
or require Seller to correct, at no cost to Buyer, and defective or non-conforming Articles or services. Defective or nonconforming
Articles shall not be corrected or replaced unless specified by Buyer’s written order. Articles required to be
corrected or replaced shall be subject to this clause and Clause 9, entitled “Inspection”, in the same manner and to the same
extent as Articles delivered under the Purchase Order originally. Seller’s warranties, together with its service guarantees,
shall run to Buyer and its customers or users of the Articles and shall not be deemed to be exclusive. Buyer’s inspection,
approval, acceptance, use of or payment for all or any part of the Articles shall in no way affect its warranty rights whether
or not breach of warranty had become evident at the time.
The Articles may be inspected by Buyer at all times and places and at any stage of production, and if at the premises of
Seller, Seller without additional charge shall provide all reasonable facilities and assistance required for safe and convenient
test and inspection. The foregoing shall not relieve Seller of its obligation to make full and adequate test and inspection.
Buyer may base acceptance or rejection of any or all Articles on inspection by sampling. If, upon inspection, any of the
Articles shall be found to be defective in material or workmanship, or otherwise not in conformity with the requirements of
the Purchase Order, Buyer may, in addition to its other rights,
a. require prompt correction or replacement thereof at Seller’s expense, including transportation charges; or
b. rework, or have reworked, any such Articles at Seller’s expense for the purpose of conforming the Articles to
contractual requirements; or
c. reject any such Articles and require the immediate removal thereof, Buyer to be repaid or credited the full
invoice price therefor plus transportation charges; or
d. cancel the Purchase Order in whole or in part under Clause 10 entitled “Default” hereof.
From the time of notice of rejection of defective Articles upon inspection, or for a breach of warranty, risk of loss thereof
shall be upon Seller until redelivery, if any, to Buyer. All rejected Articles may be returned to Seller at Seller’s risk and
expense or be held by Buyer at Seller’s risk and expense, subject to Seller’s disposal.
Buyer may, by written notice to Seller, cancel the Purchase Order for default, in whole or from time to time in part,
a. if the seller fails to deliver the Articles or to perform the services strictly within the time specified herein, or if
no time is specified, within a reasonable time; or
b. if the Articles delivered do not conform to contractual requirements or is Seller fails to perform any of the other
provisions of the Purchase Order, or so fails to make progress as to endanger performance of the Purchase
Order in accordance with its terms; or
c. if any proceedings in bankruptcy or insolvency, voluntary or involuntary, are commenced by, or against Seller,
or if any receiver is appointed with or without Seller’s consent, or if Seller make any assignment for the benefit
of creditors, or if Seller commits any other act of bankruptcy or becomes insolvent or unable to meet its debts
as they mature.
If the Purchase Order is canceled for default, Buyer in addition to all other rights afforded by law for Seller’s breach of
contract, shall have the right to charge Seller the amount by which the costs of fabricating or procuring the Articles canceled
from another source exceed the prices specified herein, and Buyer may set off any such charge against any amounts which
may become payable to Seller under the Purchase Order or otherwise. Upon such cancellation Seller will deliver to Buyer
any of the Articles, parts or materials, for which Buyer shall make written request at or after cancellation and Buyer will pay
Seller the fair value of any such property so requested and delivered. Notwithstanding Buyer’s right to cancel the Purchase
Order for delay in delivery, Seller shall not be liable to Buyer for any damages therefor if Seller’s delay is due to causes
beyond its control, and without its fault or negligence, provided Seller exercises due diligence in promptly notifying Buyer
of conditions causing delay or, if Seller’s delay is caused by the default of a subcontractor or supplier, if such default arises
out of causes beyond the control of both Seller and the subcontractor or supplier and without the fault or negligence of
either of them, and the supplies or services to be furnished by them were not obtainable from other sources in sufficient time
to permit Seller to meet the required delivery schedule. As used in this paragraph, the terms “subcontractor” or “supplier”
mean “subcontractor” or “supplier” at any tier. If any of the Articles are found to be defective or not in conformity with the
requirements of the Purchase Order, Buyer, in addition to any other rights which it may have, shall be entitled to reject and
return such goods at Seller’s expense and Seller shall not replace such goods without written authorization from Buyer. If,
after notice of cancellation for default, it is determined that Seller was not in default, the attempted cancellation at Buyer’s
option, may be considered a termination for convenience pursuant to Clause 15, “Termination” herein.
Buyer shall have the right by written notice to change the extent of the work covered by the Purchase Order, the drawings,
specifications or other description herein, the time, method or place of delivery or method of shipment or packaging or to
suspend work. Upon receipt of any such notice, Seller shall proceed promptly to make the changes in accordance with the
terms of the notice. If any such change causes an increase or decrease in the cost of performance or in the time required for
performance, an equitable adjustment shall be negotiated promptly and the Purchase Order modified in a signed writing
Seller shall deliver to Buyer as promptly as possible, and in any event within fifteen (15) days after receipt of change notice,
a statement showing the effect of any such change in the delivery date and prices, such statement to be supplemented within
fifteen (15) days from the date thereof by detailed specification of the amount of the price adjustment and supporting cost
figures. Failure of Seller to submit the statements within the time limits stated shall constitute its consent to perform the
change without increase in price, without claim for material rendered obsolete and without change in delivery schedule.
Pending agreement on equitable adjustment, if any, Seller shall proceed diligently in performing the Purchase Order as
12. Tools and Materials
Title to and the right of immediate possession of all tooling, equipment, or materials furnished or paid for by Buyer directly
or indirectly for use hereunder shall be and remain in Buyer. Buyer does not guarantee or warrant the accuracy of any
tooling furnished by it. Seller shall:
a. be responsible for all loss or damage to such tooling, equipment, or materials while in its possession and insure
its risk in this respect with adequate fire and extended coverage insurance;
b. clearly mark the same as belonging to Buyer, keep it segregated in Seller’s plant and treat it confidentially;
c. keep the same in good operating condition; and
d. use the same exclusively for the performance of work for Buyer and not for production of larger quantities than
specified or in advance of normal production schedules, except with Buyer’s written consent.
Tooling, equipment, or materials furnished shall not include Government furnished items of this sort. All taxes, assessments
and similar charges levied with respect to or upon any such items owned by Buyer while in Seller’s possession or control,
and for which no exemption is available, shall be borne by Seller. Upon completion of the Purchase Order, all such items
shall be disposed of as Buyer directs.
13. Patents, Copyrights, and Trademarks
The Seller shall hold and save Buyer, its subsidiaries, agents, customers and users, harmless of and from any and all loss,
damages or liability (including legal expense) for or on account of or resulting from any claim of infringement of any
existing or future Letters Patent, Copyrights, or Trademarks or the like with respect to any of the Articles furnished under
the Purchase Order. The fact that Buyer furnishes specifications to Seller with respect to any of the Articles, shall neither
relieve the Seller from its obligations hereunder nor limit the Seller’s liability therefor, nor shall the same be deemed to
constitute an undertaking by Buyer to hold Seller harmless against any such claim which arises out of compliance with the
14. Confidential Information: Use of Drawings, Specifications, Etc.
Seller shall not disclose to any third party or use any information whatever concerning the Purchase Order, or the Buyer’s
drawings, specifications, samples and other material intended for use herewith, or with respect to any of the Articles
furnished hereunder, without first obtaining the signed written consent of Buyer. The Buyer shall retain title at all times to
such drawings, specifications, samples, and other material, all of which, including copies thereof, upon request or upon
completion of the Purchase Order, shall be promptly returned to Buyer. Any knowledge or information which Seller shall
have disclosed, or may hereafter disclose, to Buyer in connection with the purchase of any of the Articles shall not, unless
otherwise specifically agreed upon in writing by Buyer, be deemed to be confidential information and shall be acquired free
from any restriction as part of the consideration for the Purchase Order.
At any time Buyer may at its option with or without reason terminate the Purchase Order for convenience in whole or in
part. Termination for Buyer convenience may be made at Buyer’s option with or without reason in whole or in part by
written or telegraphic notice at any time. Any claim of Seller shall be settled on the basis of reasonable costs it has incurred
in performance of the Purchase Order.
16. Compliance with Law
Seller shall in the performance of the Purchase Order comply with all applicable laws, executive orders, regulations,
ordinances, proclamations, demands and regulations of the Government, or of any state or local governmental authority
which may now or hereafter govern performance hereunder.
Seller warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities to any
of Buyer’s employees, agents, or representatives. If it is found that Seller or any of its employees, agents, or representatives
has offered or given any gratuities to Buyer’s employees, agents, or representatives with, in Buyer’s opinion, a view toward
securing purchase orders or subcontracts from Buyer, or securing favorable treatment with respect thereto, Buyer may, by
written notice to Seller, cancel the Purchase Order under Clause 10 entitled “Default”.
Neither the Purchase Order nor any duty or right thereunder shall be delegated or assigned by Seller without the prior
written consent of Buyer, except that claims for monies due or to become due under the Purchase Order may be assigned by
Seller without such consent, subject to the provisions of this clause. Buyer shall promptly be furnished with two signed
copies of any such assignment. Payment to an assignee of any such claim shall be subject to set off or recoupment for any
present or future claim or claims which Buyer may have against Seller except to the extent that any such claims may be
expressly waived in writing by Buyer. Buyer reserves the right to make direct settlement and/or adjustments in price with
Seller notwithstanding any assignment of claims or monies due or to become due hereunder and without notice to the
assignee. Seller agrees that it will not subcontract for completed or substantially completed Articles or major components
thereof without Buyer’s prior written consent. Any assignment not made in accordance with the terms and conditions of this
Clause 19 is void and will have no effect.
Seller shall not, without first obtaining the written consent of Buyer, in any manner advertise or publish the fact that Seller
has contracted to furnish Buyer the Articles.
Seller agrees to indemnify and hold Buyer harmless from any and all claims and liability, including expenses, including, but
not limited to, legal fees and court costs, for injuries or death to persons or damage to or destruction of property caused by
or resulting from the acts or omissions of Seller, its agents, suppliers, or employees in the performance of the Purchase
Order and, at the Buyer’s option, to defend at Seller’s expense all suits or proceedings arising out of any of the foregoing. If
work or services under the Purchase Order are to be performed within the premises occupied or controlled by Buyer or a
customer of Buyer, then Seller agrees as follows:
a. To accept the premises in their present condition as safe and satisfactory for the work or services to be
b. To hold Buyer and its customers harmless from all injuries, damages, and claims arising from such
c. To maintain insurance that will protect Seller, Buyer, and its customer from claims under Worker
Compensation Acts and from any other claims for damages, personal injury, or death to employees of Seller,
Buyer, or its customer, or any other persons, which may arise from performance of work or services covered by
the Purchase Order, whether performed by Seller or any subcontractor, or anyone directly or indirectly
employed by either of them.
If the Purchase Order is subject to price redetermination, Buyer shall, until the expiration of three (3) years after final
payment under the Purchase Order, have access to and the right to examine any directly pertinent books, documents, paper,
and records of Seller involving transactions related to the Purchase Order.
a. Delivery according to schedule is a major condition of the Purchase Order. Therefore, time is of the essence
with respect to any delivery or service to be provided hereunder.
b. The failure of Buyer to insist, in any one or more instances, upon the performance of any of the terms,
covenants or conditions of the Purchase Order or to exercise any right hereunder, shall not be construed as a
waiver or relinquishment of the future performance of any such term, covenant, or condition or the future
exercise of such right, but the obligation of Seller with respect to such future performance shall continue in full
force and effect.
c. The Purchase Order constitutes the entire agreement and exclusive statement of the terms between the parties
with respect to the purchase and sale of the Articles and services hereunder and supersedes all previous
communications, representations, or agreements between the parties with respect thereto. No alteration,
modification, or amendment of any of the provisions hereof shall be binding unless in writing and signed by
Buyer’s authorized procurement representative.
d. The order of Precedence is: First, any contracts duly signed by the parties’ authorized representatives; Second,
the General Provisions; Third, the Purchase Order; Fourth, other provisions of this order; Fifth, the
specifications; and Sixth, drawings, samples, and other referenced descriptions and technical documents.
23. Governing Law and Disputes
The Purchase Order and the performance of the parties hereunder shall be construed in accordance with and governed by
the laws of England and the parties to this agreement submit to the exclusive jurisdiction of the English Courts without
application of any rules on conflicts of laws. The United Nations Convention on the International Sale of Goods is not
applicable. Pending settlement by agreement or a final judgment, Seller agrees to proceed diligently with the performance
hereof according to Buyer’s decision and instructions.