Quality, Terms and Conditions

NYKCS is fully approved to AS9100 Rev D (Value added assembly of aerospace & commercial connectors in accordance with OEM documentation, techniques and piece parts) and AS9120 Rev B (Sales, logistics and distribution of electromechanical interconnect components for the aerospace, military, oil and gas markets).

NYKCS Approvals Certifications ADS BSI

NYK Component Solutions - Quality Policy Statement

Policy Statement: - NYK Component Solutions will distribute electrical components in accordance with the requirements of our Aerospace Quality Management System (AQMS) and in line with the requirements of AS9120. We recognise that on-time delivery, product conformity and product traceability are important quality attributes for our clients.
The performance of our company shall be regularly reviewed against our quality objectives and resources applied to continually improve operations. We shall continually measure customer satisfaction to determine the effectiveness of our policy. Where we find a non-conformity or risk we shall apply corrective and/or preventative action to eliminate the cause and subsequently improve our quality system.

Kevin Wells. CEO July2017 Issue 1

The Policy Statement shall be established by the CEO and Quality Manager. It shall be displayed for all to see in the office and be part of every employee Induction Training. Any changes shall be communicated to staff and an amended version posted.

Business Policy

 NYK-CS will distribute and/or assemble and kit electrical components in accordance with the requirements of our Aerospace Quality Management System (AQMS) and in line with the requirements of ISO9001, AS9120 & AS9100. We recognise that on time delivery, product conformity and product traceability are important quality attributes for our clients.  The performance of our company shall be regularly reviewed against our quality objectives and resources applied to continually improve operations.We shall continually measure customer satisfaction to determine the effectiveness of our policy. Where we find a non-conformity or risk we shall apply corrective and/or preventative action to eliminate the cause and subsequently improve our quality system.

Kevin Wells. CEO July2017 Issue 1

Counterfeit & Fraudulent Product Avoidance Policy

By formally approving sources of supply and rigorously managing the supply chain, the risk of counterfeit parts shall be eliminated. Product shall always be procured through OEM'S directly, or their fully authorised Distributor network, who are specifically qualified to all required approvals for product supply e.g. Mil-Spec. NYK shall be vigilant at all times, and should there be any doubt or concern over parts or a supplier, the Managing Director and Quality Manager shall instigate an investigation, and all suspect parts will be suitably labelled and segregated by placement in a secure Quarantine Store pending the outcome of that investigation. Counterfeit, non-genuine or modified parts pose a risk. Every effort shall be taken to ensure any such products do not reach the market place. NYK will not simply return parts to the supplier, but rather reserve the right to deface any suspect parts and notify appropriate authorities and escalate to protect the industry. Customers who may be potentially affected shall be notified as soon as possible.

Kevin Wells. CEO July2017 Issue1

RoHS & REACH Compliance Statement

 EU DIRECTIVE 2002/95/EC (RoHS 1) & 2011/65/EU (RoHS 2) RESTRICTION of HAZARDOUS SUBSTANCES

 RoHS Compliance: NYK Component Solutions Ltd is a distributor of electrical interconnect components and accessories that does not perform testing of products and relies solely on the manufacturer of the product for identification of RoHS compliance. NYK Component Solutions Ltd makes no warranty, certification, or declaration of RoHS compliance for any of the products sold.The above directives stipulate maximum concentrations of certain hazardous substances. To the best of our knowledge, product that NYK currently supplies your company, either do not contain the listed hazardous substances, or the concentrations are less than the permitted maximums stated in the Directive.

REACH Compliance: NYK Component Solutions Ltd is not considered a manufacturer, importer, downstream end user, or registrant under Article 3 of REACH. Thus, NYK Component Solutions Ltd has no responsibility to register any of the components or supplies we distribute. However, we do have the responsibility to communicate Substances of Very High Concern (SVHC) information throughout the supply chain when provided by the manufacturer, per article 33 of the directive. Suppliers are required, per the NYK Components Solutions Ltd's Supplier Quality Requirements, to notify us before shipping any homogeneous material products that have greater than 0.1% SVHC. If this occurs, the information will be communicated to the customer for disposition. NYK expects manufacturers who consider or have reason to believe that products which they have placed on the market are not in conformity with this Directive immediately take the necessary corrective measures to bring that product into conformity, to withdraw it or recall it, if appropriate, and immediately inform the competent national authorities of the Member States in which they made the product available to that effect, giving details, in particular, of the non-compliance and of any corrective measures taken.

Kevin Wells. CEO July2017 Issue 1

Statement on Conflict Minerals

NYK supports ending the violence and human rights violations reportedly supported by profits from the sale of certain metals mined in the Democratic Republic of Congo (DRC) or adjoining countries. Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act promotes transparency and consumer awareness of the use by U.S. publicly traded companies of "conflict minerals" (tin, tantalum, tungsten and gold, or 3TG) that directly or indirectly benefit armed groups in that region. In response to Dodd-Frank, the U.S. Securities and Exchange Commission has imposed disclosure requirements on publicly traded companies (together with the Dodd-Frank Act, the "Rule") concerning the use of 3TG in products, the origin of the metals used if they are not "conflict free". While there is 3TG in some products that we sell, we do not purchase the metals directly from smelters or mines. Neither do NYK manufacture or influence the manufacture of products containing 3TG. However, should NYK become aware of a supplier whose supply chain includes metals from a non-conflict free source, we will take the appropriate actions to remedy the situation as contemplated by the Rule. Our expectation is that our suppliers will do the same so that we maintain alignment with the requirements of the Rule throughout the entire supply chain. NYK are committed to upholding the purpose of The Rule by the choices that we make in any area that will support the goals and deadlines specified by the Rule.

Kevin Wells. CEO July2017 Issue 1

Product Obsolescence 

 NYK Ltd understand the importance of the industrial market life cycle and our general policy is to avoid product obsolescence. However, in today's rapidly changing world, components become obsolete for many reasons, including continual advances in technologies. The majority of our products are standard catalogue parts built to industry standards. In the event that NYK Ltd has to discontinue a product due to component obsolescence, we will make every effort to provide a product with the same form, fit and functionality without changing the product design. Future designs of new products, utilizing improved technologies, always take into account, form, fit and functionality of previous designs. NYK apply a systematic process for planned obsolescence of older designs, allowing sufficient time for last-time buys or and/or time to migrate to newer products. NYK products go through four stages from active product to inactive product. The timing of these stages is dependent upon component availability as well as other factors.

Definition of these stages are:

Active: Part is readily available for sale. Service and support is available.

End of life announced: Product will be phased out at some time in the future. Replacement strategy has been developed.

End of life established: Sale of parts limited to existing inventory.

Inactive: Part is no longer available for sale. Customers will be referred to recommended replacement. Service and support available, contingent on component availability

NYK provide excellent application engineering support, backed by an intensive cross-reference database which identifies direct, or as near as direct as possible, replacements.

Kevin Wells. CEO July2017 Issue 1

Environmental Policy

 NYK Component Solutions Limited is committed to minimising the impact of its activities on the environment. The key points of its strategy to achieve this are: -

  • Minimise waste by evaluating operations and ensuring they are as efficient as possible.
  • Minimise toxic emissions through the selection of appropriate chemicals for our assembly processes and using appropriate extraction systems and eco-friendly disposal of waste products.
  • Actively promote recycling both internally and amongst its customers and suppliers.
  • Recycle packaging materials where appropriate.
  • Meet or exceed all the environmental legislation that relates to the Company.
  • Use accredited couriers and international freight carriers with active environmental policies to reduce airmiles and carbon footprint.
  • Acknowledge we are located within a residential area and minimise disruption and negative environmental and noise pollution to our neighbours.

Kevin Wells. CEO July2017 Issue 1

NYK Component Solutions Ethical Principles:

"Our ethical principles are the values that set the ground rules for all that we do as employees of NYKCS. As we seek to achieve responsible commercial success, we will be challenged to balance these principles against each other, always mindful of our promise to ourselves that we will achieve responsible commercial success.

The Ethical Principles Are:

HONESTY: We will not say things that are false. We will never deliberately mislead. We will be as candid as possible, openly and freely sharing information, as appropriate to the relationship.

PROMISE-KEEPING: We will go to great lengths to keep our commitments. We will not make promises that can't be kept and we will not make promises on behalf of the Company unless we have the authority to do so.

FAIRNESS: We will create and follow a process and achieve outcomes that a reasonable person would call just, evenhanded and no arbitrary.

RESPECT FOR OTHERS: We will be open and direct in our communication, and receptive to influence. We will honor and value the abilities and contributions of others, embracing the responsibility and accountability for our actions in this regard.

COMPASSION: We will maintain an awareness of the needs of others and act to meet those needs whenever possible. We will also minimize harm whenever possible. We will act in ways that are consistent with our commitment to social responsibility.

INTEGRITY: We will live up to our ethical principles, even when confronted by personal, professional, and social risks, as well as external economic pressures.

BRIBERY AND CORRUPTION: One of NYKs core values is to uphold responsible and fair business practices. We are committed to promoting and maintaining the highest level of ethical standards in relation to all our business activities. Our reputation for maintaining lawful business practices is of paramount importance and this policy is designed to preserve these values. NYK therefore has a zero-tolerance policy towards bribery and corruption and is committed to acting fairly and with integrity in all of its business dealings and relationships.

Kevin Wells. CEO July2017 Issue 1

NYK Component Solutions - Terms and Conditions

NYK Component Solutions Ltd Terms and Conditions of Sale (Version 2)

1. Interpretation

1.1. In these conditions:

“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 part for them) which the Seller is to supply in accordance with these Conditions.

“Seller” means NYK Component Solutions Limited.

“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 the Goods.

“Writing” includes telex cable facsimile transmission and comparable means of communication.

1.2. Any reference in these Conditions to any provision of a statute shall be construed 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, 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

2.2. No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller

2.3. The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed..

2.4. Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller 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 which is not so confirmed

2.5. Any typographical, clerical or other 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

3. Orders and specifications

3.1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative

3.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) 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 its terms

3.3. 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 by 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 submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification

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 statutory requirements or, which the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance

3.6. No order which has been accepted by the Seller may be cancelled 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 materials used) damages charges and expenses incurred by the Sellers as a result of cancellation

4. Price of the goods

4.1. The price of the Goods shall be the Seller’s quoted price. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer

4.2. 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 the 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 the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance

4.4. The price is exclusive of any applicable value added 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 on or at any time after delivery of the Goods unless the Goods are to be collected by the Buyer or 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 notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods

5.2. The Buyer shall pay the price of the Goods within 30 days of the end of the month of the date of the Seller’s 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

5.3. If the Buyer fails to make any payments on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.3.1. cancel the contract or suspend any further deliveries to the Buyer;

5.3.2. appropriate any payment made by the Buyer to such of the Goods (or the 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

5.3.3. charge the Buyer interest (both before and after any judgement ) on the amount unpaid, at the rate of five per cent per annum above LLoyds Bank Plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest)

6. Delivery

6.1. Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place

6.2. Any dates quoted for 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.

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, and the Seller is accordingly liable to the Buyer, the Seller’s liability 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. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.5.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

6.5.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling 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

7. Risk and property

7.1. Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1. in the case of Goods to be delivered at the Seller’s premises at the time when the Seller notifies the Buyer that the Goods are available for collection; or

7.1.2. in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods

7.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions the property in 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 and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due

7.3. Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and

third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured

7.4. Until such time as the property in the Goods passes to the Buyer (and 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 any third party where the Goods are stored and repossess the Goods

7.5. The Buyer shall not be entitled to pledge or in any way charge by way of security for the indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable

8. Warranties and liability

8.1. Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery

8.2. The above warranty is given by the Seller subject to the following conditions:

8.2.1. the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;

8.2.2. the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;

8.2.3. the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

8.2.4. the above warranty does not extend to 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 or guarantee as is given by the manufacturer to the Seller

8.3. 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 statute or common law are excluded to the fullest extent permitted by law

8.4. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions

8.5. Any claim by the Buyer which 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 is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract

8.6. Where any valid 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 to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller'’ sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer

8.7. Except in respect of death or personal injury caused by the Seller’s negligence, 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, for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused 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 or resale by the Buyer, except as expressly provided in these Conditions

8.8. 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:

8.8.1. Act of God, explosion, flood, tempest, fire or accident;

8.8.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;

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

8.8.4. import or export regulations or embargoes;

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

8.8.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.8.7. power failure or breakdown in machinery

9. Indemnity

9.1. If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:

9.1.1. the Seller is given full control of any proceedings or negotiations in connection with any such claim; 9.1.2. the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;

9.1.3. except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);

9.1.4. the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);

9.1.5. the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and

9.1.6. without prejudice to any duty of the Buyer at common law, the seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause

10. Insolvency of Buyer

10.1. This clause applies if:

10.1.1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

10.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

10.1.3. the Buyer ceases, or threatens to cease, to carry on business; or

10.1.4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly

10.2. If this clause applies 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, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary

11. Export terms

11.1. In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail

11.2. Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions

11.3. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon

11.4. Unless otherwise agreed in Writing between the Buyer and the Seller the Goods shall be delivered fob the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979

11.5. The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit

11.6. Payment of all amounts due to the Seller may at the option of the Seller be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in United Kingdom before acceptance of the Buyer’s order to waive this requirement, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 60 days after sight to the order of the Seller at such branch of Lloyds Bank Plc in England as may be specified in the bill of exchange

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 giving the 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. Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the London Chamber of Commerce

12.5. The Contract shall be governed by the laws of England.

NYK Component Solutions Ltd Terms and Conditions of Purchasing (Version 2)

1. DEFINITIONS: -
Contract: the contract between the Customer and the Supplier for the supply of Goods and/or Services i.a.w these conditions.
Customer: NYK Component Solutions, The Clock House, Gaters Mill, Mansbridge Road, Southampton, SO18 3HW with Company Registration Number 6394374.
Goods: The goods or part thereof set out in the Order.
Order: The order for the supply of Goods as detailed on the Customers Purchase Order form.
Supplier: The organisation or person from whom we purchase Goods and/or Service.
2. GENERAL: - Unless otherwise agreed in writing by NYK-CS these conditions shall apply to and govern all contracts for the placement of Purchase Orders and supply of Goods to NYK-CS. Any other conditions shall be disregarded.
All Purchase Orders (Contracts) shall be governed by English Law and the parties hereto agree to submit to the jurisdiction of the English and Welsh Courts.
3. SUPPLIER APPROVAL: - NYK-CS operate i.a.w the requirements of aerospace standard AS9120 & 9100 and maintain a list of ‘Approved Suppliers’. Only ‘approved’ suppliers shall be selected for the placement of Purchase Orders. Suppliers must demonstrate they have appropriate certification for the product/service they provide. Typically, AS9100, AS9120 or ISO9001 being the minimum requirements unless otherwise specified for appropriate ad-hoc purchases (typically consumables or when specifically specified by a client). Certification must be with a certified organisation recognised within the United Kingdom (E.g. UKAS)
4. SUPPLIER ONGOING APPROVAL: - NYK-CS must be advised of any changes to scope, suspension or renewal of accreditation status certificates.
5. TRACEABILITY: - Goods supplied to NYK-CS shall be clearly identified and traceable to their origin: i.e. OEM, Date of manufacture, LOT or Batch number. Release documentation shall clearly show the trace. The Supplier shall maintain records as required for the specified retention period.
6. ACCESS: - NYK-CS or its representative shall have reasonable rights of access/audit to its Suppliers and any Sub-Tier. Access to Governmental or Regulatory authorities is mandatory.
7. PURCHASING: - Suppliers shall be responsible for adhering to all Terms and Conditions of the Purchase Order including end user specific requirements.
Acceptance of our Purchase Order must be advised within 48 hours, otherwise the Order shall be deemed as accepted in full by default.
The Supplier shall accept full responsibility for the goods being supplied and flowing down the supply chain any specific requirements as appropriate.
All orders shall be covered by the requirements of REACH, Mineral Conflict Status and ITAR regulations as appropriate.
The Supplier shall verify correct revision status details are held for parts supplied against drawing.
The Supplier shall supply a C of C with all goods which shall include details of NYK-CS Purchase Order Number, Part Number, Issue, LOT, Health & Safety Data Sheets, Test Results, Full traceability to the OEM shall be evident and copies of manufacturers records be available or supplied with the goods if requested.
The Supplier shall retain copies of Release Documents for a minimum of 20 years.
The supplier shall notify the customer in the event of an equivalent or alternative part being considered and must be agreed in advance by the customer as to acceptability.
NYK-CS shall immediately quarantine any parts where there is a risk of counterfeit or bogus having been supplied. NYK-CS reserve the right to escalate potential counterfeit or bogus part delivery to the relevant authorities (E.G. CAA). All such parts shall be defaced to prevent any future risk of entry into the industry. A single occurrence will result in removal of the supplier from NYK-CS Approved Supplier List
NYK-CS operate a Supplier Scorecard feedback scheme for specific suppliers. The Supplier shall identify the results and cause of any poor performance and take appropriate action to improve. Failure to achieve improvement may result in removal from the Approved Supplier List.
8. DELIVERY: - Goods should be delivered on the due date specified. We shall however accept delivery a maximum of 3 days early but 0 days late. NYK monitor supplier performance for on time delivery and quality as a minimum. Failure of a Supplier to perform may result in future business being withheld and their status on our Approved Supplier database being reviewed and possibly removed.
The supplier shall be pro-active in processing the order and shall advise NYK-CS immediately any issues that could effect on time in full delivery.
9. PRODUCT QUALITY: - Goods shall be delivered in new/mint condition fully in accordance with NYK-CS Purchase Order and requirements of these terms and conditions. The Supplier shall be responsible goods whilst in transit to NYK-CS. The goods shall be properly packaged and secured in such a manner as to enable them to reach their destination in good condition. Staples shall NOT be used and packaging shall be appropriate to prevent FOD.
Goods found not to be in conformance shall be notified to the Supplier who shall be responsible for its replacement/credit and costs associated.
NYK-CS shall require details of corrective, preventive action and root cause of defective goods, typically an 8D report or similar shall be required with 7 working days.
The Supplier shall immediately notify NYK-CS of any product Quality Alerts, Recall or Airworthiness Issues. Full details of parts, delivery dates and batch numbers shall be provided. Furthermore, occurrence of test, measuring equipment errors shall be advised.
10. FORCE MAJEURE: - There shall be no liability in contract, tort or otherwise for any loss whatsoever, including consequential loss arising as a result of manufacture or delivery of all or some of the goods being delayed or prevented by circumstances outside the Company’s reasonable control, including delays due to strike, lockouts, war, riot, fire, flood, Government intervention, Act of God or accident . The supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
11. INDEMNITY:- The supplier shall keep NYK-CS and its clients indemnified against all liabilities, costs, expenses, damages and losses including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties including Cost of Non Quality and all other reasonable expenses as a result of or in connection with any claim made against the customer for actual or alleged infringement of a third part’s intellectual property rights arising out of, or in connection with the manufacturer, supply or use of the goods or service.
The suppler shall indemnity the company against any claim by a third party for death, personal injury or damage to property arising out of or in connection with defects of goods to the extent that the defects in the goods are attributable to the acts or omissions of the supplier, its employees, agents or subcontractors.

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