MES Terms and Conditions
Application and entire agreement
1. These Terms and Conditions apply to the provision of the services detailed in our quotation by Metrology Engineering Services a company registered in England and Wales under number 14330147 whose registered office is at Building 232, Bro Tathan, St Athans, CF62 4AF (we or us or Service Provider) to the person buying the services (you or Customer).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
4. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
Services
7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavors to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Your obligations
10. You must obtain any permissions, consents, licenses or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees
13. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
14. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
16. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and amendment
17. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).
18. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
19. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavors to make any required changes and additional costs will be included in the Fees and invoiced to you.
20. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavors to keep any such changes to a minimum.
Payment
21. We will invoice you for payment of the Fees either:
a. when we have completed the Services; or
b. on the invoice dates set out in the quotation.
22. You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
23. Time for payment shall be of the essence of the Contract.
24. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 5% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
25. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
26. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
27. Receipts for payment will be issued by us only at your request.
28. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-contracting and assignment
29. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
30. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Termination
31. We can terminate the provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
Intellectual property
32. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
33. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
34. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
35. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
36. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
37. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Data protection
38. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
39. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
40. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
41. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
42. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
43. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
44. Further information about the Service Provider's approach to data protection are specified in its Data Protection Policy. The policy is available upon request. For any enquiries or complaints regarding data privacy, you can email: admin@metengs.co.uk.
Circumstances beyond a party's control
45. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Communications
46. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorized officer of that party).
47. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient.
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
48. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No waiver
49. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
50. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
51. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Flow down of AS 9100 quality requirements
1 General
1.1 Object
The purpose of this section is to define the quality requirements of MES towards its aerospace suppliers.
1.2 Scope
This section applies to all MES aerospace suppliers who contribute to the quality of products and/or services provided to MES customers.
1.3 References
AS 9100 : "Quality Management Systems - Requirements for Aerospace and Defence Organisations
EN4179 : "Aerospace series – Qualification and approval of personnel for non-destructive testing"
1.4 Identification of requirements
The word "SHALL" in the text indicates a mandatory requirement.
The word "SHOULD" in the text indicates a recommendation or advice on the implementation of a requirement.
The word "MAY" in the text indicates a permitted practice or action. It does not express a requirement of this document.
1.5 Definitions and acronyms
Supplier(s): term used in the document, including together the three categories "Contractor" and "Subcontractor":
Contractor: External entity with its own approval and carrying out tasks for a product and/or service under its cover on behalf of MES.
Subcontractor: External entity performing tasks of a product and/or service specified by MES.
Subcontracting is the operation by which MES delegates part of its activity or part of a contract obtained by the principal to another party. The subcontractor undertakes to carry out a product and/or service on the basis of the instructions of MES, which retains control of the product and its characteristics.
Purchase Order Manager: person of MES issuing the purchase order.
Non-conformity: Failure to meet a requirement mentioned in the purchase order for the product and/or service ordered by MES. The non-conformity can be :
Internal : detected by the Supplier
External : detected by MES or MES's customer..
Inspection, measurement and test equipment (IM&TE): means or test equipment attesting to the conformity of the part or equipment
Counterfeit part : this is an unauthorised copy, imitation, substitute part, or modified part (e.g. material, part, component), knowingly presented as a specified original part from a designer or authorised manufacturer
Examples include, but are not limited to, false marking or labelling, incorrect class, false serial number, false date code, falsified documentation or performance characteristics.
Suspected unapproved part: an item for which there is objective and credible evidence that it is potentially an unapproved or counterfeit item Examples: This includes items shipped by an external service provider to an end customer who does not hold direct delivery authorisation from the approved production organisation; new items that do not conform to approved design data; items that have not been manufactured or maintained by an approved source; items that have been intentionally misrepresented, including counterfeit parts; and items with incomplete or inadequate documentation.
Foreign Object Debris (FOD) : debris from foreign objects that may occur a risk for the flight safety/airworthiness during the realization of the product and/or service.
2 SUPPLIERS REQUIREMENTS
The following requirements are applicable to all suppliers of MES.
2.1 Suppliers responsibilities
The application of the provisions defined in this document does not relieve the Supplier of its full responsibility regarding the conformity of the products and/or services supplied to MES.
The Supplier shall:
Work only within the scope for which it is qualified.
Deliver only products and/or services whose quality has been controlled, monitored and compliant with the purchase order and associated specifications.
The Supplier shall not seek to interpret MES documents in any way. In case of any conflict or confusion, the Supplier shall clarify with the Purchase Order Manager.
2.2 Access conditions at the Supplier
The supplier must ensure that the representatives of MES, third parties mandated by MES, its principals and the authorities or mandated representatives of the authorities, have free access to the company at any level of the supply chain where the products and/or services ordered are designed and/or produced.
The supplier must grant these same representatives access to all documentation concerning the design, definition, production, monitoring and/or maintenance of the products and/or services until the end of their shelf life.
2.3 Change management
Any change in the organisation must be notified without delay in writing to either the management of MES:
Modification, suspension or withdrawal of an approval or certification.
Major change in the organisation: name, address, governance.
2.4 On Time Delivery
In case of a delivery being considered in late in relation to the date mentioned on the order, the Supplier shall immediately inform the purchase order manager. If the Supplier is responsible for this delay, the Supplier shall take all necessary measures at its own expense to limit and secure this delay. In case of a delay more than 48 hours, MES may request a personalised and detailed follow-up of the progress of the purchase order in question.
2.5 Traceability and record
The Supplier must keep all necessary documents to prove that the purchase order has been carried out in accordance with the requirements issued and must not destroy them without prior agreement from MES.
The recordkeeping period must be at least 6 years from the date of delivery.
2.6 Preservation of product and/or service
The Supplier shall ensure preservation and identification of product and/or service during storage and transport by means of :
Appropriate packaging (limiting all types of risks of deterioration and adapted to the regulations for dangerous goods, where applicable) identification with their applicable configuration and the reference of the purchase order issued by MES.
Any supplies damaged may be returned to the Supplier and transport, refurbishment, assembly, and any tests should be at the Supplier’s expense.
The Supplier shall inform the purchase order manager of any specific requirements relating to the unloading of the goods.
2.7 Delivery of products and/or services & Declaration of Conformity
The release documents necessary for the receipt of a purchase order shall comply with the requirements of the MES purchase order and shall ensure traceability with the purchase order and or a predefined MES reference number.
The release documents shall be issued by authorized person by the Supplier.
The release documents may be:
The delivery note
Declaration of conformity
Certificate of Conformity
EASA FORM 1 according to EN4179
If a dispute is identified in the release documents, a non-conformity may be issued by MES to the supplier for management.
2.8 Control of non-conformity
The Supplier shall put in place a system to manage, monitor and close non-conformities taking into account the impact on flight safety/airworthiness.
This system should consider the following points:
Root cause analysis (RCA)
Corrective actions
Effectiveness measurement
Customer notification system, if necessary.
MES may request the Supplier to assist in investigations and enquiries concerning non-conformities.
2.9 Control of externally provided processes, products and services
The Supplier shall have appropriate control of its Suppliers, to ensure that the following requirements are implemented and met :
The present MES quality requirements,
The requirements mentioned in the MES purchase order.
3 SUBCONTRACTOR REQUIREMENTS
The requirements below are additional to part 2 and are only applicable to MES subcontractors.
3.1 Human Resources
The subcontractor shall ensure that staff (including temporary staff) have the necessary skills to perform the product and/or service including read, write, and understand of the approved data provided by MES.
Compliance with the above requirement may be verified by MES, on request.
3.2 Facilities
The Subcontractor shall ensure that facilities and/or environment is suitable and/or available for the performance of the product and/or service ordered.
This should take into account:
Facilities: buildings, means (including access facilities), offices.
Working conditions: temperature, noise, light, appropriate weather conditions in the case of external services, means in place to avoid external contamination (dust, impacts, etc…)
In case of the product and/or service in its own premises, the subcontractor shall:
Secure its infrastructure in such a way as to avoid any fraudulent use of its products and/or services intended for MES.
Ensure that all its data is protected from cyber-attacks. In the event of any breach of IT security systems (Cyber Security), the Subcontractor shall inform the purchase order manager.
3.3 Requirements related to MES purchase order acceptance
The Subcontractor shall review and confirm to the purchase order manager the acceptance of the purchase order of MES and all possible changes.
Purchase order acceptance should take into account the risk assessment including :
Compliance with the deadline and verification of the documents mentioned in the purchase order (approved data).
Note : Without subcontractor feedback, the purchase order is considered as entirety accepted by MES.
The Subcontractor shall inform the purchase order manager in writing in case of :
Non-conformity with the purchase order,
Lack of data specified in the purchase order,
Defect identified in the definition of a product and/or service
The Subcontractor shall under no circumstances make any changes to the technical definition of the product and/or service, without the express authorisation of MES.
3.4 Requirements for the performance of the subcontracted product and/or service
In order to ensure full traceability of the product and/or service performed in accordance with the purchase order, the subcontractor shall:
Either draw up its own documentation,
Or use MES documents.
That should include in particular:
The traceability of operations and controls performed in accordance with the approved data allowing the release of the product and/or service, mentioning the individual name and the name of and or the subcontracting company.
Definition and traceability of the equipment and particularly test equipment, tools, components and consumables used.
The Subcontractor shall ensure that, before the start of the service, that it has in its possession all the traceability elements (for example : technical documents, tools, equipment and test equipment, or any other equipment) available and valid.
If it’s not the case, the Subcontractor shall inform the purchase order manager.
3.5 Control, equipment and test equipment, tools, ingredients, components and consumables
The Subcontractor shall ensure an identification system, validation and follow-up of its equipment and test equipment and its tools:
The equipment and test equipment and tools shall be clearly identified,
The calibration status of equipment and test equipment shall be monitored.
The calibration certificate may be consulted on request from MES.
In the case of equipment and test equipment, tools, component and/or consumables, the Subcontractor shall ensure that they are available, identified, monitored and valid.
3.6 Product Safety/Airworthiness - Notifications
The Subcontractor shall notify MES management of all events concerning the flight safety/airworthiness of the product and/or service, by means of:
Contacting directly the Purchase Order Manager,
Or by sending an email to the address : engineering@metengs.co.uk.
If the Subcontractor has implemented an internal SMS event reporting system, the Subcontractor is still bound by the above requirement.
3.7 Prevention of counterfeit and suspected unapproved parts, tools and test equipment
MES is committed to prevention of counterfeit and unapproved parts in aerospace.
The Subcontractor shall notify MES of any findings of counterfeit and suspected unapproved parts detected.
Means that may be used for detection may be by, but not limited to the following :-
The price quoted is significantly lower than the price quoted by other subcontractors,
Failure of the subcontractor to provide data on the conformity of the part,
Controls in place to verify product characteristics versus technical data,
The identification of a part weight that is lighter than “usual”.
3.8 Foreign Object Damage (FOD)
MES is committed to a FOD policy.
Whatever the product and/or service provided by the Subcontractor, the subcontractor shall ensure that this is integrated into the product and/or service on behalf of MES.
Means that may be implemented concerning the FOD prevention may be the following:
Limiting and monitoring personal FOD (telephone, pens, etc…)
Monitor your tools and manage the detection of missing tools in your toolbox,
Eliminate waste from the area at the end of the work.