Purchasing Policy

1. Definitions. 

1.1 In these Terms & Conditions the following words shall have the following meanings: Goods – shall mean the Goods and/or Services specified in the Purchase Order. 

Purchase Order – shall mean the contract formed by the Suppliers acceptance of the Purchase  Order in accordance with these conditions and any special conditions stated on the Purchase  Order. 

Éire Composites – the company referred to on the face of the company. 

Supplier – the Company, firm or individual to whom this Purchase Order is addressed and upon  whom Éire Composites places a Purchase Order for goods and/or services. 

The Parties – shall mean the Supplier and Éire Composites 

1.2 Headings used in these conditions are for the purposes of identification only and shall not affect  the interpretation or construction thereof. 

2. Existence and Scope of Purchase Orders 

2.1 Éire Composites will have no liability in connection with any Purchase Orders expect such as are  made on a Éire Composites Purchase Order form in accordance with these terms and conditions  which represent the only terms and conditions upon which Éire Compositesis prepared to procure  the Goods from the Supplier. No amendment or variation of these terms and conditions shall be  effective unless agreed by Éire Composites in writing. 

2.2 Any commencement of work or written acknowledgement (whether or not referring to conditions  inconsistent with these terms and conditions unless clearly stated on its face to be a counter offer) in connection with any Purchase Order given by Éire Composites shall constitute an  unconditional acceptance of the Purchase Order and these terms and conditions. 

2.3 Except as specifically agreed by Éire Composites in writing the Purchase Order shall exclude all  terms and conditions contained or referred to in any quotation or other document from the  Supplier. 

3. Price and Payment 

3.1 The price payable for the Goods shall be as stated on the Purchase Order and shall be fixed and  firm for the duration of the Purchase Order and shall be inclusive of all charges including  packaging, carriage, insurance, delivery and exclusive of Value Added Tax at the appropriate rate. 

3.2 Invoices shall be sent to Éire Composites at the address indicated on the face of the Purchase  Order following delivery of the Goods and shall clearly show Éire Composites Purchase Order  number shown on the face of this Purchase Order. Invoices shall be addressed to “Accounts  Payable” 

3.3 Without prejudice of its other rights, Éire Composites reserve the right of set off from any  payment due to Supplier under the Purchase Order the amount of any claims which Éire  Composites may have against Supplier in connection with this or any other Purchase Order.

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4. Quality, Condition and Environmental Standard. 

4.1 The Supplier warrants as separate conditions of the Purchase Order that all Goods supplied or to  be supplied under the Purchase Order shall be new, free from defects in design, materials,  workmanship and of satisfactory quality and fit for the purpose for which they are intended and  shall comply with all particulars, specifications, drawings samples or other descriptions furnished  by Éire Composites. These warranties are in addition to any obligation implied by law.  

4.2 Without prejudice to the generality of the foregoing warranties the Supplier warrants that in  relation to any Goods supplied to Éire Composites which constitute products which use dates and  times in relation to their operations and performance (whether computerised or not) and their  performance will be unimpaired by any date. 

4.3 Suppliers are expected to have achieved quality assurance certification to a minimum of one of  the following standards ISO 9000, ISO 14000, EN9120, AS9100, ISO17025 or to be actively working  towards such certifications, based on the product or service provided. For machinery and items  where product certification applies the Supplier shall apply the CE mark and retain all appropriate  technical files. 

4.4 Suppliers and contractors must notify Éire Composites of all non-conforming products in the  following situations: 

– where products are manufactured by Éire Composites and sent to the supplier or contractor for  work to be performed on it. 

– where equipment or tooling is sent to the supplier or contractor for work to be performed on it.   – The supplier must notify Éire Composites of any change in product and/or process definition and  must receive written approval from Éire Composites before supplying such products using QP 7.4 Purchasing Procedures. 

4.5 The supplier shall maintain Quality records including but not limited to Quality and Engineering  records/data. The records shall be retained for a period of not less than (10) years from  completion of purchase order. The supplier must impose this requirement on their sub tiers.  Quality and Engineering records/data shall be available to Éire Composites and regulatory  authorities upon request. For this reason, Quality and Engineering records/data shall be  maintained in the English language or an accurate translation made from original records created  in the supplier’s native language. 

5 Delivery 

5.1 Unless otherwise directed in writing by Éire Composites Goods shall be delivered to Éire  Composites premises not later than the date specified on the Purchase Order (time and quantity  to be of the essence of the Purchase Order) 

5.2 The Supplier shall promptly advise of any difficulty or delay actual or expected in the performance  of the Purchase Order and the Supplier’s proposed remedial action. 

5.3 All Goods shall be adequately protected against damage or deterioration in transit and delivered  carriage paid in accordance with Éire Composites instructions. 

5.4 Éire Composites shall have no liability for packing materials and cases except as agreed between  the parties in writing. 

5.5 Éire Composites count as to the goods delivered shall be accepted as final and conclusive. 5.6 Parts made to a design provided by Éire Composites shall be part marked and delivered with a  Certificate of Conformity. 

6 Inspection and Testing

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6.1 All Goods are assumed to have been properly inspected and tested by the Supplier/Manufacturer prior to delivery but may be subject to test and inspection by Éire Composites at its discretion. 6.2 The Supplier shall at Éire Composites request permit or procure permission for representatives of  Éire Composites, its customers and other organisations (including government agencies) to visit  the Supplier’s or third party premises for the purpose of viewing progress under the Purchase  Order and carry out such inspections and assessments (including taking samples) as they request  in connection with any Goods and any processes carried out in relation to them including quality  assurance systems and procedures. 

6.3 The Supplier shall furnish Éire Composites with progress reports relating to performance of the  Purchase Order in such form as Éire Composites may request. 

6.4 Approval of Non-conforming material are made using QP 7.5 Receipt of Material and Goods  Incoming Inspection Procedure. 

7 Warranty, Rejection and Other Rights. 

7.1 The Supplier warrants that Goods under a Purchase Order shall conform to the applicable  drawings, specifications, or other description furnished pursuant to the Purchase Order, be free  of defects in design, materials and workmanship and be suitable for the purpose intended. 

7.2 Without prejudice to any of its other rights in respect of any failure by the Supplier to comply with  these terms and conditions Éire Composites shall be entitled at its discretion to exercise some, all  or any of the following rights: 

➢ To reject such delivery or performance of the Goods; 

➢ To require the Supplier at its expense to supply immediately in substitution for any rejected  Goods, Goods which conform to the Purchase Order or at Éire Composites option to carry out  repairs or remedial work; 

➢ At the Supplier’s expense to carry out or have carried out any work which Éire Composites in its  absolute discretion considers necessary to confirm the Goods to the Purchase Order. 7.3 The Supplier shall indemnify Éire Composites against any loss or damage arising from any failure  by the Supplier to comply with the Purchase Order 

7.4 Goods rejected by Éire Composites shall be collected by the Supplier within 30 days of notice of  rejection and until such Goods are collected, they shall remain at the Supplier’s risk. After 30 days  Éire Composites reserves the right to destroy or otherwise dispose of the Goods. 

8 Title and Risk 

8.1 Title and risk in respect of the Goods shall pass to Éire Composites once the Goods have been  formally accepted by Éire Composites. 

9 Éire Composites Property and Material 

9.1 The Supplier shall ensure: 

9.1.1 that all material, plant, tools, drawings, specifications or other equipment or data (“Éire  Composites Property”) supplied by Éire Compositesfor use in connection with the Purchase Order  and the supply of the Goods shall at all times remain Éire Composites property 

9.1.2 that Éire Composites Property is marked with such indications of ownership as Éire Composites requires and is kept in good condition 

9.1.3 nothing shall be done to permit Éire Composites Property to become subject to any lien,  encumbrance, tax, charge or duty 

9.1.4 that Éire Composites Property shall not be removed from the Supplier’s premises save for  purposes connected with the Purchase Order or the provision of Goods

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9.1.5 Éire Composites Property is not used or permitted to be used save for the purposes of the  Purchase Order and that such Éire Composites Property shall be treated as confidential 9.1.6 Éire Composites Property at the Supplier’s premises shall be adequately insured for its full  replacement value and that the Supplier shall bear all risk of loss and damage whilst the property  is in the Supplier’s control 

9.2 The Supplier shall permit or procure permission for Éire Composites representatives to enter  premises where Éire Composites Property is located for the purpose of inspecting it and its  condition. 

9.3 The Supplier shall return Éire Composites Property in accordance with directions given by Éire  Composites on demand in good condition and permit or procure permission for Éire Composites to re-possess the same during any inspection at the Supplier or third-party premises.  

9.4 Any and all tooling fixtures purchased or manufactured by the Supplier the cost of which forms  part of the value of the Purchase Order shall become the property of Éire Composites and shall  be treated and protected in the same way as Éire Composites Property. All right, title and interest  in and to any part of tooling to be paid for by Éire Composites shall pass to Éire Composites as  soon as it is acquired or fabricated in accordance with a Purchase Order. 

10 Proprietary Rights 

10.1 All intellectual property rights of any kind and rights of a like nature, whether registered or  unregistered, and including patents, copyright, registered designs, design rights and topographic  rights produced, created or acquired under a Purchase Order will belong to Éire Composites. 

10.2 Any pre-existing patent, copyright or registered design owned or controlled by Supplier, and  utilised by Supplier for the performance of the Purchase Order shall be freely available for use by  Éire Composites, and Supplier grants Éire Composites a royalty-free, irrevocable, non-exclusive  right to use such patent, copyright or registered design with restriction. This right shall include the  right for Éire Composites to incorporate such Supplier owned or controlled patents, copyrights  and/or registered designs into work performed by Éire Composites for its customers, and no  restriction as to use shall be placed on Éire Composites customers as a result of such  incorporation. 

11 Indemnity 

11.1 The Supplier shall forthwith upon demand indemnify Éire Composites against loss damage or  injury to Éire Composites and from and against any claim in respect of loss damage or injury made  against Éire Composites by any third party or parties and any costs and expenses arising in  connection therewith which result from the Supplier’s performance or purported performance of  or failure to perform the Purchase Order and/or supply the Goods whether negligent or otherwise  and in particular but without prejudice to the generality of the foregoing which results from any  defect in the goods supplied, their materials, construction workmanship or design save to the  extent that Ricardo is responsible for design.  

11.2 The Supplier shall at Éire Composites option repair, replace or reinstate the defective Goods free  of charge.  

11.3 The Supplier shall at all times insure itself and keep adequately insured with a reputable insurance  company against all insurable liability under the terms of the Purchase Order and in particular its  liabilities under this clause 11 and shall on request provide to Éire Composites evidence as to the  existence and sufficiency of such insurance and in particular professional indemnity and product  liability insurance.

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12 Confidentiality and Publicity 

12.1 The Parties acknowledge and agree that the Confidentiality Agreement (if any) shall continue to  apply in respect of the Contract. If there is not a Confidentiality Agreement in place between the  parties, the following terms shall apply.  

12.2 The parties (as a “Receiving Party”) hereby acknowledge that the other (the “Disclosing Party”)  has provided to the Receiving Party Confidential Information and in respect of all such Confidential  Information the Receiving Party will: 

➢ Treat it as confidential; 

➢ Restrict its disclosure to such of its employees, agents and professional advisors as have a need  to know and subject always to such employees 

➢ and agents being under a similar duty of confidentiality; and 

➢ not disclose it to any third party without the prior written consent of the Disclosing Party. 12.3 The requirements shall not apply to any Confidential Information which: is or becomes common knowledge without breach of this Condition by the Receiving Party; or was  in the Receiving Party’s possession prior to receipt from the Disclosing Party or developed for or  by the Receiving Party at any time independently of any disclosure by the Disclosing Party; or the  Receiving Party is required to disclose by law or other competent authority provided that the  Receiving Party notifies the Disclosing Party, if permitted by law, as soon as it receives such a  request for disclosure and affords to the Disclosing Party all such reasonable assistance as the  Disclosing Party may request to prevent or limit such disclosure. 

12.4 Neither this Purchase Order nor any details thereof nor name shall be used by the Supplier for  advertisement or publicity purposes without Éire Composites prior written consent. 12.5 The Supplier shall not affix any maker’s name or makers mark on any Goods supplied pursuant to  this Purchase Order and to be embodied in Éire Composites Property. 

12.6 The Supplier shall not without prior written consent take any pictures or make any recordings on  any of Éire Composites premises. The Supplier is required to hand over every mobile phone with  a camera before entering any of Éire Composites premises to its authorised staff. Any of these  actions will result in an automatic breach of this agreement, without Éire Composites prior written  consent. 

13 Termination 

13.1 Performance of the Purchase Order may be terminated at Éire Composites option in whole or in  part at any time by written notice to the Supplier (notwithstanding the existence with respect to  the Supplier of any force majeure circumstances). In such event Éire Composites liability shall not  exceed the price of the Goods delivered and accepted by Éire Composites and not previously paid  for. The Supplier shall also, if so required by Éire Composites in writing, complete all Goods  partially completed on the date of such notice and in respect of while Éire Composites shall pay  the price of such goods as it accepts. The Supplier shall afford to Éire Composites the assistance  to ascertain the extent of the work in progress. Payment in respect of Goods delivered and  accepted by Éire Composites shall constitute full and final satisfaction of any claims arising of such  termination.  

13.2 Éire Composites may at its discretion without prejudice to any other remedy terminate or suspend  performance of the Purchase Order in whole or in part by written notice to the Supplier at any  time if the Supplier: – 

➢ Fails to comply with the provisions of Purchase Order or any other agreement to Éire Composites or fails to make progress so as in the reasonable opinion of Éire Composites to endanger  performance of the Purchase Order and in either such cases such failure is not remediable or if 

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remediable the Supplier does not remedy the same to Éire Compositessatisfaction within a period  of 10 days after the date on which Éire Composites has given the Supplier written notice thereof.  ➢ Becomes insolvent, has a Receiver, Manager, Administrative Receiver, Administrator or Trustee  in Bankruptcy appointed in respect of any of its undertaking, assets or income, is the subject of  any bankruptcy Purchase Order or has any petition presented to any Court or resolution passed  of its winding-up whether compulsory or voluntary or is dissolved or has any distraints or  executions levied on any of its assets, enters into any composition or arrangement with its  

creditors or suffers any similar action in consequence of debt under the laws of any jurisdiction. 13.3 No failure or delay on the part of Éire Composites to exercise its rights in respect of any default  under the Purchase Order by the Supplier shall prejudice Éire Composites rights in connection  with the same or any subsequent default.  

14 Assignment and sub-contracting 

14.1 The Supplier shall not without the prior written consent of Éire Composites assign or sub-contract  any of its obligations under this Purchase Order either in whole or in part.  

14.2 If Éire Composites consents to any such assignment or sub-contract the Supplier shall nevertheless  continue to be responsible to Éire Composites for all Suppliers obligations under this Purchase  Order and: – 

14.3 In the case of any sub-contract which Éire Composites has so consented the Supplier shall include  in its conditions, conditions consistent with those of this Purchase Order in particular those  relating to compliance with quality standard the benefit of and to be enforceable directly by Éire  Composites to furnish to Éire Composites on demand details of any such sub-contract. 

15 Notices 

15.1 Any notice given by the party to the other in respect of these conditions shall be in writing and  shall be addressed to the other party at its registered office or principal place of business. 

16 Statutory Requirements 

16.1 The Supplier undertakes that the Goods are safe and without risk to health and when properly  used comply in all respects with all relevant statute’s regulations, byelaws and standards in force  at the date of delivery. 

16.2 The Supplier shall be responsible for ensuring that its employees and sub-contractors comply with  all Health and Safety at Work Act and other statutory requirements while on Éire Composites premises.  

17 Construction 

17.1 The construction, validity and performance of the Purchase Order shall be governed in all respects  by Irish law and the Supplier consents to the jurisdiction of the Irish courts in all matters relating  to the Purchase Order. 

17.2 In the event of any conflict between the provisions of these Terms and Conditions and any terms  or special conditions appearing or referred to in the Purchase Order, the latter shall prevail. 

18 Communication with External Providers 

18.1 Éire Composites will communicate the following, when necessary, to external providers its  requirements for: 

➢ The process, products, and services to be provided, including the identification of relevant  technical data (e.g. specifications, drawings, process requirements, work instructions)

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➢ The approval of products and services; methods, processes and equipment; the release of  products and services. 

➢ Competence, including any required qualification of persons. 

➢ The external providers’ interactions with the organization. 

➢ Control and monitoring of the external providers’ performance to be applied by Éire Composites. ➢ Verification or validation activities that Éire Composites, or its customer, intends to perform at  the external provider’s premises. 

➢ Design and development control. 

➢ Special requirement, critical items, or key characteristics. 

➢ Test, inspection, and verification (including production process verification) ➢ The use of statistical techniques for product acceptance and related instructions for acceptance  by Éire Composites. 

➢ The need to: 

– Implement a quality management system, 

– Use customer-designated or approved external providers, including process sources (e.g.  special processes), 

– Notify Éire Composites of nonconforming processes, products, or services and obtain  approval for their disposition, 

– Prevent the use of counterfeit parts, 

– Notify Éire Composites of changes to processes, products, or services, including changes of  their external providers or location of manufacture, and obtain Éire Composites approval, – Flow down to external providers applicable requirements including customer requirements, – Provide test specimens for design approval, inspection/verification, investigation, or auditing, – Retain documented information, including retention periods and disposition requirements. ➢ The right of access by Éire Composites, their customer, and regulatory authorities to the  applicable areas of facilities and to applicable documented information, at any level of the supply  chain. 

➢ Ensuring that persons are aware of 

– Their contribution to product or service conformity, 

– Their contribution to product safety,  

– The importance of ethical behaviour.