Cooneen Defence Limited Purchasing Terms and Conditions

1. This order must be accepted according to the Terms stated herein and any purchase agreement entered into between the vendor and Cooneen Defence Ltd and the stating of additional or different terms will be deemed to constitute a rejection of this order.  If no notification is given to Cooneen Defence Ltd within five days after receipt of this order or if shipment is made of any part hereof or if services are provided by vendor hereunder it is understood that the terms and conditions of this offer are satisfactory to and are accepted by vendor.  Performance of the order must be in accordance with its terms, dating and conditions and there can be no changes or alterations unless in writing and signed by a fully authorized representative of Cooneen Defence Ltd.  Vendor must deliver to Cooneen Defence Ltd only the goods specified in the order and / or perform the services specified herein.  Cooneen Defence Ltd will not pay for any goods or services not specified in this order even if such goods or services are delivered to it or provided to it as an accommodation.  Invoices shall be paid 60 days after the end of the month of receipt of a paper invoice or if later acceptance of the goods or services by Cooneen Defence Ltd.  Cooneen Defence Ltd shall be entitled to set off against the price any sums owed to Cooneen Defence Ltd by vendor.

2. In addition to all other legal rights, Cooneen Defence Ltd reserves the right to cancel this order and/or return at vendor’s expense, all or any part of the goods if the goods are defective or not fit for the purpose sold or sent in excess of this order or varying from the sample from which or specifications for which the order was placed or in the event that the requested services are not provided in a timely, workmanlike manner in accordance with the terms of this order or for failure to comply with Cooneen Defence Ltd shipping or billing instructions or with any of the provisions of this order and to retain such of the goods and services as are satisfactory and comply.  If prior to shipment there is any reduction in the vendor’s regular selling price for the goods described herein, the price specified herein will be reduced to the vendor’s regular selling price prevailing at the time of shipment for such goods.

3. Time of delivery and performance at Cooneen Defence Ltd premises is of the essence in this contract.  Vendor must immediately notify Cooneen Defence Ltd (at the address listed on this order for correspondence) if vendor will be unable to deliver, perform or complete all or any part of the order by the required delivery date.  Cooneen Defence Ltd reserves the right to cancel all or any part of this order, without any obligation to vendor other than notice, if goods and services are not delivered/performed on the date or dates specified herein, but acceptance in such cases shall in no way bind Cooneen Defence Ltd to accept further deliveries on any order.  Any such goods or services received/performed after the date or dates specified on the order will be subject to Cooneen Defence Ltd right to reject or direct disposal of all or any part thereof.  Acceptance of goods or services after the date or dates specified for delivery shall not be construed as a waiver of Cooneen Defence Ltd right to recover for late delivery or performance.  Cure of a non-conforming tender may be made only with the express written consent of Cooneen Defence Ltd.

4. All goods or services delivered to or performed for Cooneen Defence Ltd must be accompanied by a detailed shipping list or detailed invoice or they will not be accepted and/or paid for.  Cooneen Defence Ltd will not be charged for packing or carriage unless otherwise indicated on the face of this order.  Risk of loss or damage shall pass to Cooneen Defence Ltd when the goods sold hereunder arrive at the final destination indicated on the face hereof.  All transportation costs resulting from deviation from shipping instructions and any other costs incurred by Cooneen Defence Ltd because of vendor’s non-compliance with the terms and conditions of this agreement shall be charged to vendor’s account.  Acceptance of any goods shipped before the specified delivery date or after the specified delivery date of shipment is at Cooneen Defence Ltd option and return of any goods because of failure to deliver on time or to conform to the specifications of the order shall be at vendor’s expense and charged to the vendor’s account.

5. Vendor expressly warrants that the goods or services to be delivered/performed under this order will conform to the sample or proposal from which or specifications for which the order was placed and will be of the best material and workmanship, free from defects in design, material and workmanship and that the services will be performed by appropriately qualified and trained personnel with due care and diligence and to the highest standards of quality.  Cooneen Defence Ltd is under no obligation to accept or pay for services or goods not supplied or performed in accordance with this order.  Without waiver of any of Cooneen Defence Ltd rights or remedies against vendor for breach of warranty, Cooneen Defence Ltd may return for full credit all or any part of the goods delivered hereunder if such goods are defective in any way or otherwise do not conform to the order or to the approved artwork.  Goods delivered and/or services provided pursuant to this order must be free and clear of all liens and encumbrances whatsoever.  Vendor must have good and marketable title to all goods delivered.

6. Cooneen Defence Ltd reserves the right to return at vendor’s expense any goods and cancel this contract and not to make payment where a claim is made that the use of the goods by Cooneen Defence Ltd infringes any alleged patent, design, trade name, trademark or copyright.  Vendor agrees to indemnify Cooneen Defence Ltd and hold it harmless against any and all liability, loss or expense, including costs and legal fees, by reason of any design, patent, trade name, trademark, service mark, copyright or passing off claim or action or unfair competition litigation now existing or hereafter commenced with respect to any or all items or services covered by this order.

7. Vendor acknowledges that nothing in this order shall give it the right to use any trade mark, name, design, character or symbol owned by Cooneen Defence Ltd or its associated companies or any trade mark, name or design, character or symbol where the copyright is owned by Cooneen Defence Ltd or its associated companies in any advertising, promotion or publicity, to expressly or impliedly endorse vendor’s products or services, or for any purpose or in any manner other than as specifically provided in this order.  Vendor will not display Cooneen Defence Ltd’s branded goods at any trade show or other public exhibition or in any catalogue, advertising or promotional publication without Cooneen Defence Ltd’s prior written consent.  The provision of this paragraph shall survive the expiration or earlier termination of this order. 

8. Vendor, by accepting this order, represents, warrants and guarantees that all applicable provision of European Community, national and local laws, ordinances, codes and regulations (“the governing laws”) have been complied with and that the prices and other terms and conditions of sale and/or the contract for services and the terms on which all promotional and advertising matter are furnished (if any) by vendor to Cooneen Defence Ltd comply with all such laws, ordinances, codes and regulations and vendor agrees to comply with the code of conduct set forth below at clause 17.  Without limiting the generality of the foregoing, but as examples, Vendor represents, warrants and guarantees and vendor agrees to provide (if requested) Cooneen Defence Ltd with a signed guarantee in the form, if any, prescribed by the respective acts as part of the vendor’s invoice before payment is required to be made, under the terms of this order, that: the weights, measures, sizes, legends, words, particulars or descriptions, if any, stamped, printed or otherwise attached to the goods or containers or referring to the goods delivered hereunder are true and correct and conform and comply with the applicable provisions of the laws of the country of origin and the country of destination.  Vendor agrees to reimburse Cooneen Defence Ltd against all losses, expenses and damages, including legal fees arising from violation or alleged violation thereof.  Cooneen Defence Ltd reserves the right to return any portion of this shipment or the entire shipment to the vendor at the vendor’s expense whenever any of the terms or conditions of the purchase agreement are violated or not fully complied with.

9. Further, all goods provided by vendor hereunder shall comply with, meet or exceed any and all applicable provisions of the governing laws of the country of origin and the country of designation.  Vendor warrants that the goods manufactured and delivered hereunder shall be sold to Cooneen Defence Ltd at their fair value.

10. Vendor guarantees and warrants that the goods and/or services shall comply with any standards that may be specified by the British Standards Institute or by any provision of the governing laws.  Each invoice for goods must bear written certification that the goods listed thereon were procured in compliance with all applicable requirements of the governing laws.  Cooneen Defence Ltd assumes no responsibility for delay in payment resulting from failure to comply with any of the above.

11. Except as may be otherwise indicated on the front of this order, vendor shall pay and assume any and all taxes, fees, imposts or stamps required by law by virtue of the sale of or supply of goods or services to Cooneen Defence Ltd, including payment of all sums on account of unemployment or other social insurance and old age benefits under law.

12. Inclusion herein of express warranties and representations made by vendor shall not be deemed a waiver of such other warranties as may be implied in law or fact or provided for by any national or local statue or regulations.  Any warranties express or implied, shall survive inspections, acceptance and by Cooneen Defence Ltd and payment by Cooneen Defence Ltd customers and/or agents.  No amendment, modification or waiver of any of the terms and conditions of this order shall be effective unless in writing and signed by an authorized representative of Cooneen Defence Ltd.  No waiver of any breach or of any terms and conditions of this order shall be construed as a waiver of any subsequent breach of that term or condition or other term or condition of same or different nature of this or any other order of contract.

13. Vendor agrees and warrants that it will defend, indemnify and hold Cooneen Defence Ltd, and its officers, directors, agents and employees, harmless from and against any and all liabilities (including settlements entered into in good faith), claims, actions, causes of actions, demands, losses, costs, expenses (including legal fees) and penalties of every kind arising out of or in connection with the following: any defect or alleged defect in design, material or workmanship of the goods and services ordered hereunder: any infringement or alleged infringement of copyright, patent or trade mark rights connected with the goods ordered hereunder; failure of vendor or vendor’s goods or services to conform or comply with applicable laws and regulations: any breach of a warranty or agreement made by vendor pursuant to this order: and any negligent act or omission by vendor, vendor expressly and unconditionally waives its right to raise as a defence to its obligations under this paragraph and intervening, contributing or comparative negligence (whether active or passive) by Cooneen Defence Ltd.  In any proceeding brought by a third party against Cooneen Defence Ltd in connection with the goods and services ordered hereunder, Vendor agrees to submit to the personal jurisdiction of the court or agency in which such proceeding is brought and expressly and unconditionally waives any rights to the contrary which are granted or reserved by law.  Vendor agrees that any finding in such proceeding shall be conclusive and binding upon vendor.  The obligations of indemnity set forth above are intended to survive the expiration or termination of this order.

14. Discontinuance of or substantial interference with Cooneen Defence Ltd business in whole or in part, by reason of fire, flood, earthquake, tempest, labour dispute, war, act of God, embargo, civil commotion, government regulation or cause beyond Cooneen Defence Ltd control, will give it the option of cancelling all or any part of undelivered orders or unfilled parts hereof.

15. This order, any right or obligation thereunder, is not assignable without the written consent of Cooneen Defence Ltd, nor shall Cooneen Defence Ltd be under any obligation to recognise any assignment of monies payable hereunder, nor of any rights in the goods ordered herein, nor of any rights arising hereunder or to pay any monies or deliver or return any goods ordered hereunder to any assignee without like consent.

16. This order shall be construed and interpreted in accordance with the laws of Northern Ireland.  Cooneen Defence Ltd and vendor submit to the exclusive jurisdiction of the Northern Ireland courts of the determination of any disputes arising out of this order.

17. In producing Cooneen Defence Ltd goods under this order, vendor hereby covenants that it will observe and be bound by the provisions of Cooneen Defence Ltd code of conduct for suppliers, as follows:

CHILD LABOUR: Manufacturers will not use child labour.  The term “child” refers to a person younger than 15 (or 14 where local law allows) or if higher, the local legal minimum age for employment or the age for completing compulsory education.  Manufacturers employing young persons who do not fall within the definition of “children” will also comply with any laws and regulations applicable to such persons.

INVOLUNTARY LABOUR: Manufacturers will not use any forced or involuntary labour, whether prison, bonded, indentured or otherwise.

COERCION AND HARASMENT:  Manufacturers will treat each employee with dignity and respect and will not use corporal punishment, threats of violence or other forms of physical, sexual, psychological or verbal harassment or abuse.

NON-DISCRIMINATION:  Manufacturers will not discriminate in hiring and employment practices, including salary, benefits, advancement, discipline, termination or retirement, on the basis of race, religion, age, nationality, social or ethnic origin, sexual orientation, gender, political opinion or disability.

ASSOCIATION: Manufacturers will respect the rights of employees to associate, organise and bargain collectively in a lawful and peaceful manner, without penalty or interference.

HEALTH AND SAFETY: Manufacturers will provide employees with a safe and healthy workplace in compliance with all applicable laws and regulations, ensuring at a minimum, reasonable access to potable water and sanitary facilities, fire safety and adequate lighting and ventilation.  Manufacturers will also ensure that the same standards of health and safety are applied in any housing that they provide for employees.

COMPENSATION:  We expect manufacturers to recognise that wages are essential to meeting employees’ basic needs.  Manufacturers will at a minimum, comply with all applicable wage and hour laws and regulations, including those relating to minimum wages, overtime, maximum hours, piece rates and other elements of compensation and provide legally mandated benefits.  If local laws do not provide for overtime pay, manufacturers will pay at least regular wages for overtime work.  Except in extraordinary business circumstances, manufacturers will not require employees to work more than the lesser of (a) 48 hours per week and 12 hours overtime or (b) the limits on regular and overtime hours allowed by local law or where local law does not limit the hours of work, the regular work week in such country plus 12 hours overtime.  In addition, except in extraordinary business circumstances, employees will be entitled to at least one day off in every seven-day period.  Where local industry standards are higher than applicable legal requirements we expect manufacturers to meet the higher standards.

PROTECTION OF THE ENVIRONMENT: Manufacturers will comply with all applicable environmental laws and regulations.

OTHER LAWS: Manufacturers will comply will all applicable laws and regulations, including those pertaining to the manufacture, pricing, sale and distribution of merchandise.  All references to “applicable laws and regulations” in this code of conduct include local and national codes, rules and regulations as well as applicable treaties and voluntary industry standards.

SUBCONTRACTING Manufacturers will not use subcontractors for the manufacture of Cooneen Defence Ltd merchandise or components thereof without Cooneen Defence Ltd’s express written consent and only after the subcontractor has entered into a written commitment with Cooneen Defence Ltd to comply with this code of conduct.

MONITORING AND COMPLIANCE: Manufacturers will authorise Cooneen Defence Ltd and its designated agents (including third parties) to engage in monitoring activities to confirm compliance with this code of conduct, including unannounced on-site inspections of manufacturing facilities and employer-provided housing, reviews of books and records relating to employment matters: and private interviews with employees.  Manufacturers will maintain on site all documentation that may be needed to demonstrate compliance with this code of conduct.  PUBLICATION: Manufacturers will take appropriate steps to ensure that the provisions of this code of conduct are communicated to employees, including the prominent posting of a copy of this code of conduct, in the local language and in a place readily accessible to employees at all times.

18. This order and any purchase agreement entered into between the parties constitutes the complete and exclusive statement of the terms of agreement between vendor and Cooneen Defence Ltd: acceptance of this order is limited to such terms and conditions PROVIDED that acceptance, confirmation or purchase orders/invoices by vendor which state additional or different terms shall be operative as an acceptance, but in the event of any conflict between such additional or different terms under the terms and conditions of this order the latter shall prevail.