TERMS & CONDITIONS OF PURCHASE AND SUPPLY FOR CONTRACT REFERENCE: OC3050


DEFINITIONS

In these conditions of purchase:

“Buyer” means Oracle Components Ltd its officers and employees, now referred to as ‘OCL’. “Supplier” & “Seller” & “Contractor” means the person or company to whom this purchase order is addressed. “Conditions” means the terms and conditions set out in this purchase order. “Contract” means a contract between the Supplier and the Buyer for the supply of Goods which is subject to the Conditions. “Purchase Order” means a purchase order from the buyer to the seller subject to the Conditions and otherwise substantially in the form of this purchase order and “Specification” includes any specification, design, plan, prototype, drawing, software, data or other information relating to the Goods. Where a Contract or Purchase Order is for the provision of services, the word ‘Goods’ shall be read, where the context permits, as meaning and/or including any services which the Supplier contracts to provide.


OPERATIVE CLAUSES:

1. Precedence

When this Addendum is invoked on a Purchase Order or Contract any clause which results in contradiction or ambiguity with clauses contained in the standard OCL ‘TERMS & CONDITIONS OF PURCHASE AND SUPPLY’ this document shall take precedence and any clause which results in contradiction or ambiguity with specific requirements contained on the Purchase Oder take precedence over this addendum.


2. Termination for Convenience

    a. OCL shall have the right to terminate the Contract in whole or in part at any time by giving the Contractor at least twenty (20) business days written notice (or such other period as may be stated in Schedule 3 (Contract Data Sheet)). Upon expiry of the notice period the Contract, or relevant part thereof, shall terminate without prejudice to the rights of the parties already accrued up to the date of termination. Where only part of the Contract is being terminated, the Buyer and the Contractor shall owe each other no further obligations in respect of the part of the Contract being terminated, but will continue to fulfil their respective obligations on all other parts of the Contract not being terminated.

    b. Following the above notification the Buyer shall be entitled to exercise any of the following rights in relation to the Contract (or part being terminated) to direct the Contractor to:

        1. not start work on any element of the Contractor Deliverables not yet started;

        2. complete in accordance with the Contract the provision of any element of the Contractor Deliverables;

        3. as soon as may be reasonably practicable take such steps to ensure that the production rate of the Contractor Deliverables is reduced as quickly as possible;

        4. terminate on the best possible terms any subcontracts in support of the Contractor Deliverables that have not been completed, taking into account any direction given under clauses 2.b(2) and 2.b(3) of this condition.

    c. Where this condition applies (and subject always to the Contractor’s compliance with any direction given by the Buyer under clause 2.b):

        1. The Buyer shall take over from the Contractor at a fair and reasonable price all unused and undamaged materiel and any Contractor Deliverables in the course of manufacture that are:

            a. in the possession of the Contractor at the date of termination; and

            b. provided by or supplied to the Contractor for the performance of the Contract,

                except such materiel and Contractor Deliverables in the course of manufacture as the Contractor shall, with the agreement of the Buyer, choose to retain;

        2. the Contractor shall deliver to the Buyer within an agreed period, or in absence of such agreement within a period as the Buyer may specify, a list of:

            a. all such unused and undamaged materiel; and

            b. Contractor Deliverables in the course of manufacture,

                that are liable to be taken over by, or previously belonging to the Buyer, and shall deliver such materiel and Contractor Deliverables in accordance with the directions of the Buyer;

        3. in respect of Services, the Buyer shall pay the Contractor fair and reasonable prices for each Service performed, or partially performed, in accordance with the Contract.

    d. The Buyer shall (subject to clause 2.e below and to the Contractor’s compliance with any direction given by the Buyer in clause 2.b above) indemnify the Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Contractor by reason of the termination of the Contract, subject to:

        1. the Contractor taking all reasonable steps to mitigate such loss; and

        2. the Contractor submitting a fully itemised and costed list of such loss, with supporting evidence, reasonably and actually incurred by the Contractor as a result of the termination of the Contract or relevant part.

    e. The Buyer’s total liability under the provisions of this Condition shall be limited to the total price of the Contractor Deliverables payable under the contract (or relevant part), including any sums paid, due or becoming due to the Contractor at the date of termination.

    f. The Contractor shall include in any subcontract over £250,000 which it may enter into for the purpose of the Contract, the right to terminate the subcontract under the terms of clauses 2.a to 2.e except that:

        1. the name of the Contractor shall be substituted for the Buyer except in clause 2.c(1);

        2. the notice period for termination shall be as specified in the subcontract, or if no period is specified twenty (20) business days; and

        3. the Contractor’s right to terminate the subcontract shall not be exercised unless the main Contract, or relevant part, has been terminated by the Buyer in accordance with the provisions of this condition 2.

            a. Claims for payment under this condition shall be submitted in accordance with the Buyer’s direction.


3. Cancellation for Default

    a. Buyer may, by written notice to Seller, cancel all or part of this Contract if:  (i) Seller fails to deliver the Goods within the time specified by this Contract or any written extension;  (ii) Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in either of these circumstances, within 10 days after receipt of notice from Buyer specifying                the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such 10 days and such plan is acceptable to Buyer;  and/or (iii) immediately in the event:  (a) of Seller's suspension of business;  (b) an application is made to any competent Court for a winding up of Seller;  (c) Seller is insolvent;  (d) Seller is bankrupt;  (e) Seller commences negotiation with all or any class of creditors with a view to rescheduling or compromising a debt;  (f) a creditor of Seller enforces security;  (g) a receiver for Seller's property or business is appointed;  or (h) Seller engages in any assignment, reorganization or arrangement for the benefit of its creditors.

    b. Seller shall continue work not canceled.  If Buyer cancels all or part of this Contract, Seller shall be liable for Buyer’s excess re-procurement costs.

    c. Buyer may require Seller to transfer title, including any Intellectual Property and deliver to Buyer, as directed by Buyer, any:  (i) completed Goods; and  (ii) any partially completed Goods and materials, that Seller has specifically produced or acquired for the cancelled portion of this Contract.  Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customers have an interest.

    d. Buyer shall pay the Contract price for completed Goods accepted.  In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with article 4 "Termination for Convenience".  Buyer may withhold from any amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or                Buyer's customers against loss because of outstanding liens or claims of former lien holders.

    e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to article 4 "Termination for Convenience".


4. Quality Control and Deliverables

Seller shall establish and maintain, throughout the duration of supply, a quality control system acceptable to Buyer for the Goods purchased under this Contract

  • AQAP 2110 Edition D Version 1 NATO Quality Assurance Requirements for Design, Development and Production
  • If agreed by OCL concessions shall be in accordance with Def Stan 05-061 Part 1 Issue 6 dated 31 March 2016
  • Configuration Management of Defence Material shall be in accordance with DefStan 05-57 Issue 7 dated 28 July 2018
  • Where GQA is performed against this contract it shall be in accordance with AQAP 2070 Edition B Version 3
  • Safety Critical Contractor Deliverables shall be notified as such and be subject to independent inspection by the supplier in accordance with Def Stan 05-061 Part 9 Issue 5
  • Avoidance of Counterfeit Material in accordance with Def Stan 05-135 Issue 1

The conditions of the following standards apply to the Articles ordered against this Contract or Purchase Order.

        a. ISO 2230:2002 Rubber Products – Guide For Storage

        b. Defence Standard 81-055 Issue 7 – Packaging of Mechanical Components and Items dated 14/02/2017

        c. DefStan 81-041 Packaging of Defence Material; Parts 1 - 6

                      Part 1, Introduction to Defence Packaging Requirements, Issue 9, Dated 14/12/16;

                      Part 2, Design, Issue 9, Dated 14/01/17;

                      Part 3, Environmental Testing, Issue 6, Dated 12/06/14;

                      Part 4, Service Packaging Instruction Sheet (SPIS), Issue 8, Dated 16/10/15;

                      Part 5, Packaging Processes, Issue 8, Dated 14/01/17;

                      Part 6, Package Marking, Issue 10, Dated 14/02/18.


Assemblies Containing Rubber

It is a requirement that at the time of manufacture, that the rubber used must be the most recently cured obtainable. Unless otherwise specified in the Contract, the despatch date of the manufactured Article should not normally be later than 12 months from the date of manufacture.


Rubber Hoses and Hose Assemblies

Unless otherwise specified in the Contract, cure dates on rubber hose and hose assemblies shall not be more than 24 months from manufacture on receipt at the MOD Consignee.


Single Manufactured Rubber Items

Unless otherwise specified in the Contract, no items shall be delivered where the cure date is more than 12 months from the date of manufacture prior to receipt at MOD Consignee. Where the specification calls for marking as quarter and year, then not more than three full quarters may have elapsed.


Marking of Components and Assemblies

Where rubber is a major component the package containing components or assemblies shall be marked with details a. to e. below and, if stated on the Product Specification, Drawing or Contract Narrative, detail f. Where practicable, these details shall also be marked on a non-critical surface of the component or assembly.


Marking of Hose, Hose Assemblies and Bellows

For the purpose of this clause a rubber hose is defined as a "flexible rubber tube with reinforcements but excluding end fittings". This becomes a flexible hose assembly when mated with integral end fittings or flanges. For the purpose of this instruction Bellows are "a pre-formed re-enforced rubber bellows with single or multiple corrugations, and with or without integral moulded end fittings or flanges". Where practicable, each item on the Contract Schedule falling within these definitions shall be identified, on a non-critical surface, in accordance with. Packages containing items within these definitions shall be marked with details a. to e. and, if stated on the product Specification, drawing or contract narrative, detail f. below.


Packaging of all Rubber Items and Item Identification

                  a. NATO Stock Number (NSN)

                  b. Cure date of material by Quarter and Year e.g. 2Q/18

                  c. Packing Date

                  d. Expiry Date by Quarter and Year e.g. 2Q/18

                  e. Classification of Rubber Type (see IS0 2330:2002)

                  f. Batch Number

                  g. Manufacturers Design Working Pressure if applicable

                  h. Manufacturers Name

                  i. Items a, b, c, d and e shall be marked on the hose assembly in the following manner: a, c, d and e. by metal band, or other permanent method attached to the flexible hose assembly; b to be included on  the lay line (branding line or torsion line), moulded into the hose or by label vulcanised into the hose.


Certification of Pipes, Hoses and Assemblies

Certification shall be supplied to the Buyer to confirm that, prior to being packed, the pipes, hoses and/or assemblies have been thoroughly cleaned and are free from any contamination, grit, dust, substances and/or particles which may cause damage to the equipment or system to which the hose and its assemblies connect and operate. Blanking caps are to be fitted.


5. Supply of Hazardous Materials or Substances in Contractor Deliverables

    a. The Contractor shall provide to OCL:

        1. for each hazardous material or substance supplied, a Safety Data Sheet (SDS) in accordance with the extant Chemicals (Hazard Information and Packaging for Supply) Regulations (CHIP) and / or the Classification, Labelling and Packaging (CLP) Regulation 1272/2008 (whichever is applicable), and

        2. for each Contractor Deliverable containing hazardous materials or substances, safety information as required by the Health and Safety at Work, etc Act 1974, at the time of supply.

Nothing in this Condition shall reduce or limit any statutory duty or legal obligation of the OCL or the Contractor.

    b. If the Contractor Deliverable contains hazardous materials or substances, or is a substance falling within the scope of the REACH Regulation (EC) No 1907/2006:

        1. the Contractor shall provide to the Buyer an SDS for the substance in accordance with the Regulation. If the Contractor becomes aware of new information which may affect the risk management measures or new information on the hazard, the Contractor shall update the SDS and forward it to OCL, and

        2. the Buyer, if it becomes aware of new information regarding the hazardous properties of the substance, or any other information that might call into question the appropriateness of the risk management measures identified in the SDS supplied, shall report this information in writing to the Contractor.

    c. If the Contractor is required, under, or in connection with the contract, to supply Contractor Deliverables or components of Contractor Deliverables that, in the course of their use, maintenance, disposal, or in the event of an accident, may release hazardous materials or substances, they shall provide to the Buyer a list of those hazardous materials or substances, and for each hazardous material or substance listed, provide an SDS.

    d. Failure by the Contractor to comply with the requirements of this Condition shall be grounds for rejecting the affected Contractor Deliverables. Any withholding of information concerning hazardous Contractor Deliverables, materials or substances shall be regarded as a material breach of Contract for which the Buyer reserves the right to require the Contractor to rectify the breach immediately at no additional cost to the Buyer or to terminate the Contract


6. Timber and Wood-Derived Products

    a. All Timber and Wood-Derived Products supplied by the Contractor under the Contract:

        4. shall comply with the Contract Specification; and

        5. must originate either:

            a. from a Legal and Sustainable source; or

            b. from a FLEGT-licensed or equivalent source.

    b. In addition to the requirements of clause 6.a, all Timber and Wood-Derived Products supplied by the Contractor under the Contract shall originate from a forest source where management of the forest has full regard for:

        6. identification, documentation and respect of legal, customary and traditional tenure and use rights related to the forest;

        7. mechanisms for resolving grievances and disputes including those relating to tenure and use rights, to forest management practices and to work conditions; and

        8. safeguarding the basic labour rights and health and safety of forest workers.

    c. If requested by the Buyer, the Contractor shall provide to the Buyer Evidence that the Timber and Wood-Derived Products supplied to the Buyer under the Contract comply with the requirements of clause 6.a or 6.b or both.

    d. The Buyer reserves the right at any time during the execution of the Contract and for a period of five (5) years from final Delivery under the Contract to require the Contractor to produce the Evidence required for the Buyer’s inspection within fourteen (14) days of the Buyer’s request.

    e. If the Contractor has already provided the Buyer with the Evidence required under clause 6.c, the Contractor may satisfy these requirements by giving details of the previous notification and confirming the Evidence remains valid and satisfies the provisions of clauses 6.a or 6.b or both.

    f. The Contractor shall maintain records of all Timber and Wood-Derived Products delivered to and accepted by the Buyer, in accordance with condition 18 (Contractor’s Records).

    g. Notwithstanding clause 6.c, if exceptional circumstances render it strictly impractical for the Contractor to record Evidence of proof of timber origin for previously used Recycled Timber, the Contractor shall support the use of this Recycled Timber with:

         9. a record tracing the Recycled Timber to its previous end use as a standalone object or as part of a structure; and

        10. an explanation of the circumstances that rendered it impractical to record Evidence of proof of timber origin.

    h. The Buyer reserves the right to decide, except where in the Buyer’s opinion the timber supplied is incidental to the requirement and from a low risk source, whether the Evidence submitted to it demonstrates compliance with clause 6.a or 6.b, or both.  In the event that the Buyer is not satisfied, the Contractor shall commission and meet the costs of an Independent Verification and resulting report that will:

        11. verify the forest source of the timber or wood; and

        12. assess whether the source meets the relevant criteria of clause 6.b.

    i. The statistical reporting requirement at clause 6.j applies to all Timber and Wood-Derived Products delivered under the Contract.  The Buyer reserves the right to amend the requirement for statistical reporting, in the event that the UK Government changes the requirement for reporting compliance with the Government Timber Procurement Policy.  Amendments to the statistical reporting requirement will be made in accordance with condition 6 (Amendments to Contract).

    j. The Contractor shall provide to the Buyer, a completed Schedule 7 (Timber and Wood-Derived Products Supplied under the Contract: Data Requirements, see below in Appendix I), the data or Information the Buyer requires in respect of Timber and Wood-Derived Products delivered to the Buyer under the Contract, or in respect of each Order in the case of a Framework Agreement, or at such other frequency as stated in the Contract.  The Contractor shall send all completed Schedule 7s (Timber and Wood-Derived Products Supplied under the Contract: Data Requirements), including Nil Returns where appropriate, to the Buyer’s Representative (Commercial).

    k. The Schedule 7 (Timber and Wood-Derived Products Supplied under the Contract: Data Requirements) may be amended by the Buyer from time to time, in accordance with condition 6 (Amendments to Contract).

    l. The Contractor shall obtain any wood, other than processed wood, used in Packaging from:

        13. companies that have a full registered status under the Forestry Commission and Timber Packaging and Pallet Confederation’s UK Wood Packaging Material Marking Programme (more detailed information can be accessed at www.forestry.gov.uk) and all such wood shall be treated for the elimination of raw wood pests and marked in accordance with that Programme; or

        14. sources supplying wood treated and marked so as to conform to Annex I and Annex II of the International Standard for Phytosanitary Measures, “Guidelines for Regulating Wood Packaging Material in International Trade”, Publication No 15 published by the Food and Agricultural Organisation of the United Nations (ISPM15) (more detailed information can be accessed at  www.fao.org).


7. Payment

    a. Where the Subcontractor submits an invoice to the Contractor, the Contractor will consider and verify that invoice in a timely fashion;

    b. The Buyer shall pay the seller any sums due under such an invoice no later than a period of thirty (30) days from the date on which the Contractor has determined that the invoice is valid and undisputed;

    c. Where the Buyer fails to comply with clause 7. a. above, and there is an undue delay in considering and verifying the invoice, that the invoice shall be regarded as valid and undisputed  after a reasonable time has passed; and

    d. Exceptions may be made where the Buyers customer has notified the buyer of an issue which has or may delay payment to the Buyer.


8. These Customer Clauses Apply and are available on request:

    DEFCON 117(SC2) Edn 11/17 – Supply of Documentation for NATO Codification Purposes

    DEFCON 624(SC2) Edn 11/17 – Use of Asbestos


Appendix I

    Schedule 7 - Timber and Wood- Derived Products Supplied under the Contract:

    Data Requirements for Contract Ref: OC3050



The following information is provided in respect of condition 6 (Timber and Wood-Derived Products)*:

Schedule of Requirements item and timber product type




Volume of timber Delivered to the Authority with FSC, PEFC or equivalent evidence


Volume of timber Delivered to the Authority with other evidence



Volume (as Delivered to the Authority) of timber without evidence of compliance with Government Timber Procurement Policy



Total volume of timber Delivered to the Authority under the Contract



*This condition is not applicable where the supply of timber or wood-derived products are incidental to the object of the Contract (e.g. packaging)


IF NOT APPLICABLE, PLEASE SUBMIT A NIL RETURN


Oracle Components Holding Group

TC's of Purchase for Contract Reference OC3050 Rev 1.00