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3. Terms and Conditions of Purchase

Terms and Conditions of Purchase

1. Definitions

   1. “Buyer” shall mean Wolfson Microelectronics plc.
   2. “Buyer Material” means any information, material or equipment supplied by Buyer to Supplier to enable it to provide the Products or Services including, without limitation, designs, drawings, technical data and specifications.
   3. “Supplier” shall mean the person or company to whom the Order is issued.
   4. “Order” shall mean Buyer’s purchase order to which these terms and conditions shall apply.
   5. “Price” means the total price of the Products and/or Services as specified in the Order.
   6. “Products” shall means those products described in the Order
   7. “Services” shall mean all services and performances of works described in or covered by the Order.

2. Orders

   1. The contents of the Order together with these terms and conditions constitute an agreement between Buyer and Supplier. The Order is expressly limited to and made conditional upon these terms and conditions unless modifications are agreed to in writing between the parties. Any of Supplier’s terms and conditions which are in addition to or different from those contained herein are hereby objected to and shall be of no effect. Supplier shall be deemed to have agreed to all terms and conditions contained herein if any part of the Products or Services is shipped or provided.
   2. No liability is accepted for any Products delivered or Services provided unless the Order (and any amendments thereto) have been placed by Buyer’s duly authorised representative.
   3. The Order constitutes an offer by Buyer to purchase the Products or Services. The offer shall be deemed to be accepted either by Supplier’s express oral or written acceptance or by Supplier’s despatch of any part of the Products pursuant to an Order or by Supplier’s provision of all or part of the Services pursuant to an Order.
   4. Buyer shall have the right at any time to make changes to the quantity, packing, testing, destination, specifications, designs and date and place of delivery or performance of the Service. Any increase or decrease of cost caused by such changes shall be notified promptly to the Buyer, and in any event no later than 15 days prior to delivery by Supplier. A fair adjustment of prices shall thereupon be agreed in writing between the parties.

3. Delivery

   1. The delivery terms for Products are as specified on the face of the Order. Delivery terms are defined in accordance with INCOTERMS 2000 unless otherwise agreed.
   2. All Products despatched shall be accompanied by a delivery note showing in full the details of the Products despatched.
   3. Any delay in despatch or delivery shall be reported immediately to Buyer. Time of delivery/performance is of the essence.
   4. All Products must be delivered to the location specified in the Order. If Products are incorrectly delivered, Supplier will be responsible for any additional expense incurred in delivering them to the correct destination. Services shall be carried out at the location specified in the Order.
   5. Buyer shall have a reasonable time (not less than 20 days) after delivery of the Products in which to ascertain whether the Products conform to the Order. Buyer shall give Supplier a reasonable opportunity to replace any non-conforming Products with conforming Products. Buyer will return any rejected non-conforming Products at Supplier’s risk and expense.
   6. Buyer at its discretion may accept an under- or over-ship of up to 5% of the quantity of Products ordered and pay the proportion of the price referable to the quantity actually delivered.

4. Pricing, Invoicing and Payment

   1. Unless expressly agreed, the Price shall be the price set out on the face of the Order. The Price is fixed unless otherwise agreed in writing with Buyer and shall include all freight, insurance, taxes and charges or dues payable before, on or after the sale of Products or supply of Services ordered hereunder.
   2. Unless agreed otherwise, payment will normally be made within 30 days after the end of the calendar month in which the invoice is submitted provided (a) Buyer receives Supplier’s correct and valid invoice bearing the Order number; and (b) the Products have been correctly delivered or the Services have been properly performed and Buyer has accepted the said Services in writing.
   3. Any sum recoverable from or payable by Supplier to Buyer pursuant to an Order (including as a result of a breach of an Order) may be deducted by Buyer from any sums owed by Buyer to Supplier from time to time under this or any other Order between Buyer and Supplier.

5. Title and Risk

   Unless otherwise agreed in writing, title in and to the Products shall pass to Buyer upon receipt of the Products by or on behalf of Buyer at the location specified in the Order. Until such receipt, the risk of any loss or damage to or deterioration of the Products from any cause shall be borne by Supplier unless otherwise agreed on the face of the Order.

6. Guarantee

   1. If within twelve months after the Products have been put into service any defect in the Products shall be discovered or arise under normal use which is attributable to faulty design, materials or workmanship the defect shall be remedied at Supplier’s expense by (at Buyer’s option) replacement or repair. Provided the defect arose during the said period, Supplier shall not reject a claim by Buyer which is made after the expiry of the said period.
   2. The provisions of this Condition shall also apply to Products so replaced or repaired and shall be effective from the date of such replacement or repair, and shall not prejudice any other rights resulting from any defects in the Products.
   3. Supplier warrants that it shall provide the Services with reasonable skill and care and, where applicable, shall use suitably qualified and/or experienced personnel to provide the Services.
   4. Payment in whole or part for the Products or Services delivered hereunder shall not constitute acceptance thereof and does not affect Supplier’s guarantee or any other rights or remedies which may be available to Buyer.

7. Cancellation

   1. Buyer reserves the right to cancel all or part of an Order without liability if:
      1. the Products or Services are not available on the date(s) specified in the Order or if Supplier is otherwise not complying with any of the terms and conditions of the Order;
      2. Supplier appoints or suffers the appointment of a receiver, liquidator, trustee in bankruptcy of any or all of its assets;
      3. Supplier has a voluntary or involuntary petition in bankruptcy of any or all of its assets;
      4. Supplier ceases to trade;
      5. Supplier is acquired by or merges with any third party; or
      6. Supplier purports to assign, delegate or sub-contract any of its obligations under the Order without Buyer’s prior written consent; or
      7. the parties are unable to agree on any change to the Price as referred to in Condition 2(iv).
   2. Buyer reserves the right to cancel all or part of an Order without cause at any time by giving written notice. Buyer shall pay for all Services which have been delivered up to the date of cancellation and for any wasted and irrecoverable expenses suffered by Supplier in respect of the manufacture of any Products whose delivery has been cancelled up to a maximum of the Price for such Products.
   3. Buyer’s right of cancellation is in addition to any other rights and remedies available to Buyer at law or in equity. Upon cancellation all partly completed work and all such documentation and information as may be necessary to enable a third party to complete the manufacture, supply or delivery of items ordered will, if requested, be provided to Buyer. Where cancellation is under Condition 7(i), and the cost of completing such items or acquiring equivalent items from an alternative source exceeds the Price that would have been payable to Supplier, Supplier will pay such excess to Buyer on demand. All software licences shall continue without further payment of royalties or other charges notwithstanding cancellation in accordance with this provision

8. Buyer Material

   Buyer retains full ownership and title (including all intellectual property rights) in and to Buyer Material. Supplier will use Buyer Material only in conjunction with the associated Order and shall keep Buyer Material confidential and not disclose the same to any third party without the prior written consent of an officer of Buyer. Supplier shall not modify or create derivative works from Buyer Material without Buyer’s written consent, shall not alter or remove any confidential or proprietary notices or legends, and shall keep Buyer Material separate from Supplier’s property such that it is easily identifiable as Buyer’s property. Supplier shall return or, at Buyer’s option, destroy all Buyer Material promptly upon Buyer’s request.

9. Intellectual Property Rights

   1. Unless otherwise agreed in writing, Buyer owns, and Supplier hereby assigns to Buyer, with effect from the date of their creation, all copyright, (including without limitation rights in computer software), inventions, patent rights, designs (whether or not registered or registrable), trade marks, domain names, database rights and any other intellectual property rights or industrial rights of any description anywhere in the world (whether registered, unregistered, registrable or not and any applications or rights to apply for registration of any of them) in any items which are conceived or specially developed by Supplier for Buyer in the course of performing the Order or developed as a result of Supplier’s use of Buyer’s Material.
   2. Supplier will indemnify Buyer against all liability, loss, damage, claims, costs and expenses arising out of any claim made against Buyer by a third party in respect of any infringement or alleged infringement of any invention, patent, trade mark, design (whether or not registered or registrable), design right, domain name, database right, copyright (including without limitation rights in computer software) or other intellectual property rights, wherever in the world subsisting, resulting from Buyer’s lawful possession or use (including re-supply) of the Products or Services.

10. Inspection

    Supplier agrees that, while it is performing an Order, Buyer shall have the right to access the premises of Supplier or its approved sub-contractors to observe performance and ensure that Supplier is complying with the requirements of the Order. The conditions and methods of such inspection shall be agreed in ad­vance. Such inspection shall not in any case affect Supplier’s obligations or liabilities to Buyer.

11. Health & Safety, Hazardous Goods

    1. Supplier undertakes that all of its personnel who execute work or provide Services on any part of Buyer’s premises will abide by Buyer’s health and safety rules and other relevant policies of Buyer. Supplier shall be responsible for such personnel and for any consequences arising out of anything done by such personnel (whether in the course of their employment or otherwise) while they are on Buyer’s premises.
    2. Supplier will mark all hazardous goods with international danger symbols and display the name of the material in English. Transport and other documents shall include a declaration of the hazard and the name of the material in English. Products shall be accompanied by emergency information in English in the form of written instructions labels or markings. Supplier will observe the requirements of UK legislation and other relevant international agreements relating to the packaging, labelling and carriage of hazardous goods. All information available to Supplier regarding potential hazards shall be communicated to Buyer before delivery.

12. Force Majeure

    Neither party shall be liable for failure to perform its obligations under an Order if such failure result from circumstances which could not have been contemplated and which are beyond that party’s reasonable control. Force majeure does not include strikes or industrial disputes or failure of sub contractors.

13. Insurance

    Supplier shall maintain adequate insurance cover to cover its obligations and potential liabilities under each Order. The parties may agree on particular insurance requirements on an Order by Order basis.

14. Miscellaneous

    1. Supplier shall not assign, sub-contract or delegate any of its rights, obligations, or duties under an Order without Buyer’s prior written consent.
    2. The remedies and rights herein reserved are cumulative and additional to any other or further remedies provided at law or in equity. No waiver of a breach of any provision of an Order shall constitute a waiver of any other breach of any such provision on any other occasion.
    3. The laws of Scotland shall govern each Order and the parties submit to the exclusive jurisdiction of the Scottish Courts.

May 2011

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