CONDITIONS OF SALE

1. INTERPRETATION

In these Conditions:-

1.1 “Buyer” means the person who accepts a quotation of the Seller for the sale of the goods or whose order for the goods is accepted by the Seller “Goods” means the goods (including any instalment of the goods or any parts of them) which the Seller is to supply under a Contract in accordance with these Conditions. “Seller” means Wallace McDowall Limited, Bld 11c Spirit Aerosystems, Tarbolton Road, Monkton, KA9 2RR. “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. “Contract” means the contract for the purchase and sale of Goods. “Writing” includes cable, facsimile transmission and comparable means of communication

1.2 Any reference in these Conditions to any provision of a statue shall be constructed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF THE SALE

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, (verbally or otherwise or by delivery of the goods in Terms of Condition 6 hereof) subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer. Without prejudice to the generality of the foregoing, the Seller will not be bound by any standard or printed terms furnished by the Buyer in any of its documents, unless the Buyer specifically states in writing separately from such terms that it intends such terms to apply and the Seller accepts such notification and agrees in writing that the Buyer’s terms are to apply.

2.2 No variation, waiver or addition to these Conditions shall be binding unless agreed in Wring by the Seller or its authorised representative.

2.3 Any advice or recommendation given by the Seller or any of its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation.

2.4 Any error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without liability on the part of the Seller.

2.5 If subsequent to any contract between the Buyer and the Seller into which these conditions are incorporated any contract for the supply of goods similar to the Goods is made between the same parties whether the same in writing or orally without express reference of any conditions, such contract shall be deemed to be subject to these Conditions.

3. ORDERS AND SPECIFICATIONS

3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification, designs or drawings) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with the Conditions.

3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted in all respects by the Seller). Where the Seller’s quotation contains documents and particulars produced by the Seller including, without prejudice to the foregoing generality illustrations, designs, drawings technical specifications and ratings such documents and particulars shall be deemed to be approximate only unless a statement top the effect that they are final and definitive is expressly made. The Buyer undertakes to observe strict secrecy with such documents and particulars and the Seller reserves all rights to copyright and all other industrial property rights including the ownership of the actual documents submitted.

3.3 If equipment of the Seller is used in connection with the Contract such as jigs, tools and fixtures; it will at all times remain the property of the Seller.

3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification design or drawing submitted by the Buyer or prepared by the Seller and approved by the Buyer, the Seller shall be entitled to cease to manufacture any of the Goods which appear to be an infringement of any patent, copyright, design, trade mark or any other industrial or industrial property rights of any other person, firm or Company. In such event the Buyer shall pay the Seller the value of work done on materials used in the manufacture of the goods prior to cessation of work together with a reasonable proportion of the Seller’s anticipated profit on the contract and shall by acceptance of the Conditions does hereby indemnity the Seller against all claims made by any person against the Seller arising out of such infringement and all costs, expenses and other losses arising therefrom.

3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statuary requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance. Where the Buyer requires any alteration to be made to the design of the Goods the buyer shall pay for any additional work necessary.

3.6 No order which has been accepted by the Seller may be cancelled in whole or in part or otherwise modified by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses occurred by the Seller as a result of such cancellation or modification.

4. PRICE OF THE GOODS

4.1 The Price of the goods shall be the Seller’s quoted price or, where appropriate, the cost of the Seller’s time in connection with the goods, charged at their day work rates. Unless a longer period is agreed in writing between the Buyer and the Seller all prices quoted are valid for Thirty days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller on giving notice to the Buyer.

4.2 Notwithstanding the provisions of 4.1 the Seller reserves the right, by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in their costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and Seller, all prices are given by the Seller on an ex works basis. The Buyer shall be liable to pay the Seller’s and any other charges for transport, packaging, postage, insurance and, where applicable, freight charges and custom duties. The Buyer shall be responsible for any additional cost arising from part deliveries or express dispatch. Crates, boards and cardboard boxes are not returnable.

4.4 The price is exclusive of any applicable value added tax, or similar sales tax which the Buyer shall be additionally liable to pay to the Seller.

5. TERMS OF PAYMENT

5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods and the costs of delivery as mentioned in Condition 4.3 on or at any time after delivery of the Goods, unless the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has tendered delivery of the Goods.

5.2 The Buyer shall pay the price of the Goods and the said delivery costs within thirty days of the date of the Sellers invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of Payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request. Notwithstanding the foregoing, if requested by the carrier to pay the said delivery costs and all other charges associated therewith, the Buyer shall do so either forthwith or on terms for payment given by the carrier.

5.3 in any case where the Goods require to be manufactured or assembled by the Seller, then, in respect of any part of such Goods, if the Seller shall notify the Buyer in Writing of completion of part of the Goods payment of such part of the price as relates to the completed part of the Goods shall become due and payable on the thirtieth day after the date of such notice in Writing notwithstanding that the remainder of the Goods shall not have been completed.

5.4 If the Buyer fails to make any payment of the price or any other sum due to the Seller or for which the Buyer may be liable to reimburse the Seller on the due date in terms of the Conditions then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-

5.4.1 cancel the Contract or suspend any further deliveries to the Buyer

5.4.2 appropriate any payment made by the Buyer to such of the Goods (or any goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

5.4.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of five per cent per annum above Bank of Scotland base rate from time to time, until payment in full is made.

6. DELIVERY

6.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the Buyer, by any method of transport or despatch at the Seller’s place of business or other destination intimated by the Buyer to the Seller in Writing not later than forty eight hours prior to the Goods being despatched. The Seller may require the Buyer to sign an appropriate delivery note.

6.2 Any dates quoted for the delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, the Seller’s liability (if any) shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

6.5 The method of packing and despatch shall be at the discretion of the Seller. The Seller shall not be bound to accept any claims arising from damage during transit (whether or not the same arising from packing or method of despatch) all which claims shall be notified to the carrier.

6.6 If the Buyer fails to take delivery for the Goods of fails to give the Seller adequate delivery instructions in terms of Condition 6.1 above ( otherwise than by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:-

6.6.1 store the Goods or arrange for them to be stored until actual delivery and charge the Buyer for the costs (including insurance) of storage (which the Buyer shall pay to the Seller on demand): and/or

6.6.2 arrange for the Goods to be delivered back to the Seller in which event the Buyer shall be liable for all costs and charges arising in connection therewith which shall be due and payable by the Buyer on the terms hereinbefore stated; and/or

6.6.3 sell the Goods at the best price readily obtainable and (after deducting reasonable storage, delivery selling and other expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract. In the event of there being a shortfall the Buyer will reimburse the Seller the total amount of such shortfall within seven days of the Seller giving notice in Writing to the Buyer of the amount of the shortfall and if payment of the shortfall is not received by the Seller within seven days the Seller shall be entitled to charge the Buyer interest in like manner as provided in Condition 5.4.3

7. RISK AND PROPERTY

7.1 Risk in materials supplied by the Buyer for labour only processing by the Seller will at all times remain with the Buyer.

7.2 Risk in the Goods shall pass to the Buyer at the time of delivery to the Buyer, its agents or contractors or, if the Buyer fails to take delivery of the Goods, at the time when the Seller has tendered delivery of the Goods or, if the Buyer fails to provide delivery instructions, when the Seller intimates that delivery can take place.

7.3 Notwithstanding delivery and the passing of risk in the Good, or any other provision of these Conditions, the property in and title to the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.

7.4 In addition to the terms of Clause 7.3 above property in and title to the goods shall not pass to the Buyer until the Seller has received in full of all sums outstanding owed by the Buyer to the Seller.

7.5 Until such time as the property in the Goods passes to the Buyer (a) the Buyer is obliged to store the Goods (so far as unused) in such a manner that they can be identified as having been supplied under a Contract in accordance with these Conditions and (b) (provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or of any third party where the Goods are stored and repossess the Goods subject to making good any damage thereby caused.

7.6 In the event of:-

7.6.1any default of the Buyer in respect of the Conditions; or

7.6.2 the Buyer (being a body corporate) going into liquidation (otherwise than for the purpose of amalgamation or reconstruction), having a receiver appointed over any of its assets or undertaking or becoming subject to an administration order or any other insolvency proceedings; or

7.6.3 the Buyer (being an individual or partnership0 becoming apparently insolvent, bankrupt or granting a trust deed for its creditors; or

7.6.4 the Buyer making any composition with its creditors or ceasing or threatening to cease carrying on business; or

7.6.5 the Seller reasonably apprehending that any of the above mentioned events is about to occur in relation to the Buyer and notifying the Buyer accordingly; then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer. If the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding and previous agreement or arrangement to the contrary and if the Buyer fails to so pay the price the Seller shall be entitled to immediate return of all the Goods and the powers conferred in Condition 7.5shall apply. This condition shall apply equally against the Buyer and any such trustee, receiver, liquidator or administrator of the Buyer referred to above.

8. WARRANTIES AND LIABILITY

8.1 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law

8.2 The Seller gives no warranty in respect of parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty as is given by the manufacturer to the Seller

8.3 Any claim by the Buyer that is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery refused by the Buyer) be notified in Writing to the Seller within seven days from the date of delivery or deemed delivery.

8.4 Where any claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified in Writing to the Seller in accordance with these Conditions and the same Goods are returned to the Seller , carriage paid and undamaged, within fourteen days of the date of the said claim, the Seller shall be entitled to a reasonable opportunity of inspecting the goods in their alleged defective state and then, if the Seller accepts the claim as valid, to repair or replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer or allow the Buyer credit for the price of the Goods (or proportionate part of the price), but the Seller shall have no further liability to the Buyer. The Seller shall have no liability to the Buyer if, upon examination of the Goods the Seller forms the reasonable opinion that the alleged defect was attributable to the design submitted, or approved, by the Buyer or to overloading, misuses, fair wear and tear, neglect, accident, failure to properly maintain, wilful damage, abnormal working conditions or failure to follow the Seller’s instructions.

8.5 If the Goods are altered, adapted or repaired by any person other than the one authorised by the Seller in Writing, all liability of the Seller to the Buyer under these Conditions shall cease and be at an end.

8.6 The Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, or in any other way whatsoever, for any consequential loss of damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether cause by the negligence of the Seller, its employees or agents or otherwise)which arise out of or in connection with the supply of the Goods or their use by the Buyer or otherwise.

8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:-

8.7.1 Act of God, explosion, flood, tempest, fire or accident;

8.7.2 war or threat of war, sabotage, insurrection, civil disturbance, or requisition;

8.7.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, or local authority;

8.7.4 import or export regulations or embargoes;

8.7.5 strikes, lock-outs or other industrial action or trade disputes (whether involving employees of the Seller or of a third party);

8.7.6 difficulties in obtaining raw materials, labour, fuel parts of machinery;

8.7.7 power failure or breakdown in machinery.

9. INSTALLATION

The sole responsibility for ensuring that the way the Goods are installed and used complies with all applicable statuary and common law requirements relating to safety and health or otherwise relating to their method of use or installation shall rest with the Buyer and the Seller shall be under no liability whatsoever arising therefrom.

10. SPARE PARTS

These Conditions shall apply (so far as is applicable) to all spare parts supplied by the Seller to the Buyer at any time.

11. SUB-CONTRACTING

The Seller reserves the right to sub-contract the fulfilment of the Contract or any part thereof.

12. GENERAL

12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party given notice.

12.2 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.

12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

12.4 The Contact and these Conditions shall be governed by the law of Scotland