Supplier Terms & Conditions
Address:
78 Wigram Road, Christchurch 8025
PO Box 9148, Christchurch 8149, New Zealand
Contact:
E. [email protected]
T. +64 3 338 9084
F. +64 3 338 4083
Website:
www.talbottechnologies.co.nz
Document ID: POL0012G
DEFINITIONS
- “Talbot” means Talbot Advanced Technologies Limited, a New Zealand corporation.
- “Order” means the Talbot Advanced Technologies purchase order provided to Vendor, to which these terms of trade are incorporated and apply.
- “Terms” means these Standard Vendor Terms of Trade.
- “Supplier” means the seller named in the Order, supplying goods and/or services pursuant to the Order.
ACCEPTANCE
Unless otherwise agreed in writing, these terms apply to the Supplier’s acceptance of the Purchase Order and Talbot’s acceptance of ordered items. Acceptance of the order by the Supplier confirms agreement to these terms. Any Supplier terms conflicting with these are rejected. Changes to the order must be agreed upon in writing. Talbot reserves the right to modify drawings, specifications, and place of delivery. Any price changes must be agreed to in writing.
CONFIRMATION OF ORDER
The Supplier must acknowledge the order and notify Talbot within a reasonable time if the order will be fulfilled.
DELAY IN DELIVERY
If a delay occurs, the Supplier must immediately notify Talbot in writing with the reason and updated delivery date. Talbot reserves the right to keep or cancel the order without liability. Talbot may also cancel an order if the Supplier cannot meet an expedited request.
QUALITY
The Supplier must maintain a quality management system, preferably FAA, EASA, ISO9001, or AS9100 approved, or otherwise appropriate. Items must meet applicable specifications. The Supplier is responsible for ensuring compliance with technical specifications, whether manufactured by them or subcontractors.
Talbot reserves the right to review and approve the Supplier’s Quality Management System. Standard QMS requirements include:
- Vendors providing special processing must maintain a system for validating processes.
- Customer-directed sources must comply with approved specifications and standards.
- Special processes must be performed by qualified personnel.
Talbot may suggest improvements, which the Vendor must implement or demonstrate alternative compliance. Proper identification and revision status of specifications, drawings, and inspection requirements must be maintained.
ETHICAL BEHAVIOUR
Suppliers must uphold the highest ethical standards, including honesty, fairness, equality, and individual rights. Suppliers must have policies to mitigate modern slavery risks and report any suspected instances to Talbot. Failure to comply may result in termination of the relationship.
CERTIFICATION AND TRACEABILITY
Products must be delivered with suitable identification. Without certification, items will be held in quarantine, and payment will not be processed. Talbot may audit certifications and require raw material, machining, and processing certifications at no cost. Documentation must be retained for seven (7) years. Suppliers must ensure authenticity and prevent counterfeit materials.
LIABILITY
The Supplier is liable for defects, including concealed defects, without time limits on claims. Suppliers must indemnify Talbot against infringement claims and defend Talbot at their expense. Talbot may reject nonconforming items and return them at the Supplier’s expense. If a replacement is delayed, Talbot may remedy defects at the Supplier’s cost. The Supplier must maintain Product Liability Insurance and provide a Certificate of Insurance upon request.
SAFETY DATA SHEET (S.D.S.)
If required, an S.D.S. must be included with each shipment.
PAYMENT
Invoices will be paid within 30 days of the month of receipt and acceptance. Non-compliance with order requirements will delay payment.
PRICES
Prices remain firm throughout the purchase order. Any price increase requires written authorization from Talbot.
NONCONFORMING PRODUCT
Nonconforming items must be destroyed if irreparable. If a nonconforming item is discovered post-delivery, the Supplier must notify Talbot immediately. In case of a product recall, the Supplier must assist Talbot in meeting regulatory obligations.
RIGHT OF ENTRY
Talbot, its customers, and regulatory agencies may inspect Supplier facilities to ensure compliance with order requirements.
ASSIGNMENT
The Supplier may not assign, sell, or subcontract any part of the order without Talbot’s written consent.
SUPPLIER FLOW DOWN
Suppliers must flow down Talbot’s requirements to sub-tier suppliers.
SUPPLIER RECORDS
The Supplier must maintain quality records per acceptable quality system standards. Required records must be provided to Talbot within 48 hours upon request.
CONFIDENTIAL INFORMATION
Neither party may disclose order details, pricing, or revenue information without written permission. Confidential or proprietary information must be protected by both parties.
DELIVERY
Delays must be reported to Talbot. Talbot is not obligated to accept early, late, partial, or excess deliveries. Products must have at least 75% of their original shelf life remaining at shipment.
WARRANTY
Suppliers warrant that items will:
- Conform to specifications, instructions, and drawings.
- Be of good material, workmanship, and free from defects.
- Be fit for purpose and delivered free of liens or encumbrances.
If items do not meet these warranties, Talbot may require repair, replacement, or refund within one (1) year of acceptance. All warranties and remedies extend to Talbot and its customers.
TITLE, RISK, AND INSURANCE
Title to goods transfers to Talbot upon delivery or payment, whichever is earlier. The Supplier bears risk of loss until delivery and must arrange appropriate insurance.
INSPECTION AND TESTING
Items are subject to inspection and testing by Talbot or its authorized manufacturers. Talbot may reject or require correction of nonconforming items at the Supplier’s expense. Payment does not waive the right to reject goods.
Talbot may conduct source inspections at the Supplier’s premises, including participation by Talbot customers.
GOVERNING LAW
These Terms are governed by New Zealand law. The Supplier submits to the non-exclusive jurisdiction of New Zealand courts.
Supplier Terms & Conditions
1. Defined Terms
- “Goods” means all goods supplied by us to you, including all proceeds of such goods, as applicable:
- If the goods are your Inventory, all references to Goods shall refer to Inventory.
- If the goods are not Inventory, Goods shall mean those described in any relevant order form, packing slip, or invoice, which are incorporated into these Terms.
- “Inventory” has the meaning given in the Personal Property Securities Act 1999 (PPSA).
- “PPSA” refers to the Personal Property Securities Act 1999 (as amended or substituted).
2. Terms of Contract
All goods or services supplied to you are subject to these Terms unless otherwise agreed in writing. By accepting goods or services, you agree to these Terms, regardless of any contradictory terms in your order or inquiries.
3. Price
3.1 Prices for goods and services will be quoted in writing, exclusive of Goods and Services Tax (GST).
3.2 Quoted prices may be altered before delivery if our costs fluctuate significantly. Quotes lapse after 14 days unless accepted.
3.3 Prices may change if there are variations to specifications, quantity, or delivery dates.
4. Payment
4.1 Payment is due by the 20th of the month following the invoice date.
4.2 If payment is late:
- (a) We may cancel or withhold further supply.
- (b) Interest of 2.5% per month will be charged on overdue amounts.
- (c) You are responsible for all recovery costs. 4.3 We may adjust your credit limit at our discretion. If an order exceeds your credit limit, we may require advance payment.
5. Ownership
5.1 Unless agreed otherwise, all tools we manufacture remain in our possession after order completion. 5.2 Ownership of Goods remains with us until full payment is made. Until then:
- (a) You must store Goods in a way that identifies them as ours.
- (b) If you breach these Terms, we may enter your premises to reclaim Goods.
- (c) We may sell repossessed Goods at our discretion.
6. Liens
Goods delivered to us for repair or servicing are subject to a lien for unpaid amounts. If payment is overdue by more than three months, we may sell the Goods to recover costs.
7. Risk and Delivery
7.1 Unless agreed otherwise, you are responsible for arranging transportation. We are not liable for delivery delays beyond our control.
7.2 Risk transfers to you upon dispatch, delivery, or payment, whichever occurs first. You must insure Goods.
7.3 Completed orders must be collected within five working days of notification.
7.4 We may deliver in instalments, with each delivery treated as a separate contract.
7.5 You are responsible for insuring all drawings, moulds, and models held on our premises.
8. Specifications
8.1 Drawings, moulds, or models become your property upon full payment.
8.2 You warrant that using provided materials does not breach the Copyright Act 1994 or any other legal provisions.
8.3 We will take reasonable care of materials in our possession. If you do not collect moulds within 30 days of notice, we may dispose of them.
8.4 If you approve off-tool samples and place production orders without objections, you accept subsequent production at a similar quality level.
9. Assignment
We may assign any debt owed to us to another party at any time.
10. Warranties
10.1 Except for written warranties, all implied warranties are excluded where permitted by law.
10.2 If payment terms are met, we will remedy original defects in materials or workmanship within 30 days of use, but no later than three months after supply.
10.3 We are not liable for consequential damages from defects or faulty workmanship.
10.4 This warranty covers repair or replacement only and does not extend to indirect costs.
10.5 If third parties repair defective parts, we are not responsible for those repairs.
10.6 You must notify us of defects within seven (7) days of discovery.
10.7 Our total liability is limited to the price of the affected Goods or services.
11. Storage and Care of Moulds
11.1 You must insure your moulds. We are not liable for loss due to events beyond our control.
11.2 Two years of free storage is provided from the last production date.
11.3 After two years of inactivity, we will contact you regarding scrapping, returning, or continued storage (at your cost).
11.4 After two years without use, moulds will be considered redundant and we are not responsible for their condition unless storage arrangements are made.
12. General Terms
12.1 Mediation: Disputes may be settled through mediation before litigation.
12.2 Cancellation by You: Orders cannot be canceled without our written consent. We may retain deposits and charge for incurred costs.
12.3 Cancellation by Us: We may cancel an order if:
- (a) You become insolvent or enter liquidation.
- (b) Required licenses or permits are denied.
- (c) You breach these Terms.
12.4 Waivers or Variations: Changes must be in writing by an authorized staff member.
12.5 Severability: If any clause is unenforceable, the rest remain in force.
12.6 Governing Law: These Terms are governed by New Zealand law, with non-exclusive jurisdiction in NZ courts.
12.7 Privacy Act: We may collect personal data to assess creditworthiness, conduct promotions, or recover debts. You have the right to access and correct personal data.
12.8 Consumer Guarantees Act (CGA): If you purchase Goods for business purposes, the CGA does not apply. If you resell Goods for business purposes, you must ensure the CGA does not apply.
13. PPSA (Personal Property Securities Act)
13.1 Security Interest: You grant us a security interest in Goods supplied.
13.2 Financing Statement: You agree to provide necessary information to register a security interest.
13.3 Waiver: You waive rights to receive financing or verification statements.
13.4 Contracting Out: You waive rights under sections 114(1)(a), 133, 134, and 107(2)(c)-(i), 116, 117(c), and 119 of the PPSA.
13.5 Costs: You must pay costs related to maintaining security registrations.
13.6 Payment Application: Payments may be applied to outstanding balances at our discretion.