DRIVE SYSTEM DESIGN STANDARD TERMS AND CONDITIONS OF PURCHASE

The supplier hereby acknowledges, and by accepting this purchase order and supplying the goods and services to which it refers, agrees that these terms and conditions shall apply to and be the terms and conditions which determine the contractual relationship to which the purchase order overleaf refers, and that these terms and conditions shall prevail and exclude any inconsistent terms and conditions which the supplier may seek or purport to imply.

1. Interpretation

The words and phrases used in these terms and conditions shall have the following meanings unless the context requires otherwise.

   1.1 DSD or “the company” means Drive System Design Limited (a company registered in England and Wales with registration number 06304697 at Unit B Berrington Road, Leamington Spa Warwickshire, CV31 1NB.)

   1.2 Goods means the goods and/or services specified in the purchase order overleaf.

   1.3 Invoice means the supplier’s invoice to be addressed to the person identified on the purchase order as the person placing the order at the address shown on the purchase order and will show the purchase order number.

The invoice will:

   (a) List separately by description and number the individual goods and services as shown on the purchase order.

   (b) Show the agreed price to paid for each item as shown on the purchase order.

   (c) Show the Value Added Tax to be charged on each item individually per item and collectively as an item of the total price to be charged.

   1.4 Purchase order means the contract formed by the Suppliers acceptance of DSD’s purchase order overleaf in accordance with these terms and conditions and any special conditions endorsed on the face of the purchase order.

   1.5 Supplier means the company, firm or individual, or other legal entity, to whom this purchase order is addressed and with whom DSD places an order for the purchase of goods and/or services.

2. Price and Payment.

   2.1 The price payable for the goods and services is shown on the Purchase Order exclusive of Value Added Tax, it includes packaging, carriage, insurance, and delivery. Value Added Tax is to be shown separately on the face of the invoice for each deliverable item.

   2.2 Without prejudice to any other rights that may be acquired against the Supplier arising out the manner of its supply, or failure to supply the goods and services to which this purchase order refers, DSD will set off the full amount, or a proportion of the amount owed in satisfaction of the Supplier’s invoice, in full or partial satisfaction of any claim which DSD may have against the Supplier in respect of this or any other of the Supplier’s invoices.

   2.3 Subject to clause 2.2 herein, the Suppliers invoice shall be paid within 30 days of completed delivery of the goods and/or services specified in the Purchase Order.

3. Delivery

   3.1 Unless otherwise directed in witting by DSD, goods shall be delivered in full to  DSD’s premises not later than the date specified on the Purchase Order.

   3.2 The Supplier shall promptly advise any anticipated or actual delay in the performance of the Purchase Order and the remedy proposed.

   3.3 The Supplier shall adequately protect all goods against damage or deterioration whilst they are in transit and will pay all delivery carriage charges.

   3.4 DSD will not be liable for packaging materials and cases.

   3.5 DSD’s count of the goods delivered shall be accepted as final and binding upon the supplier.

   3.6 Parts made to a design provided by DSD shall be marked and delivered with a `Certificate of Conformity to Standard. `

4. Quality, Condition, Environmental Standard.

   4.1 The Supplier warrants that all goods supplied under the Purchase Order shall be new, free from defect in design, materials, workmanship and that they will be 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 DSD.

   4.2 DSD shall in addition to or instead of any other rights which it may exercise against the Supplier arising out of their failure to deliver goods and services properly, timeously or at all;

• • • Reject delivery of the service or goods,
    • Require the Supplier to provide at its own expense goods to replace any rejected as failing to satisfy the Purchase Order requirements.