Terms and Conditions

These Terms and Conditions govern the supply of all goods and services by Q-Mass Ltd. They comprise three parts, each of which forms part of the Contract:

• Part 1 - Master Conditions of Sale. Reference QM-T&C-001, Revision 2, issued [DATE].
• Part 2 - Quotation Terms and Conditions. Reference QM-QT&C-002, Revision 2, issued [DATE]. Supersedes Revision 1 dated 16 November 2021.
• Part 3 - Quality Clauses and Flow-down Requirements. Reference QM-QC-003, Revision 1, issued [DATE].

Clause numbering restarts within each Part. References to a clause should therefore cite the Part as well as the clause number, for example "Part 1, clause 12B".

Order of precedence. Where a written contract is signed between Q-Mass and the Customer, it prevails. Failing that, the documents apply in the following order: (a) the Customer's purchase order to the extent expressly accepted by Q-Mass in writing; (b) Q-Mass's written quotation or order acknowledgement; (c) the Master Conditions of Sale (Part 1); (d) the applicable Quality Clauses (Part 3); (e) the Quotation Terms and Conditions (Part 2).

A printed copy of these Terms and Conditions is available on request. Superseded revisions are retained by Q-Mass and available on request.

Part 1 - Master Conditions of Sale

Reference QM-T&C-001 | Revision 2 | Issued [DATE]

1. Definitions and interpretation

1.1 In these Conditions:

• "Q-Mass", "we", "us" means Q-Mass Ltd, a company incorporated in Scotland with its registered office at 1A Langlands Drive, Kelvin South Business Park, East Kilbride, G75 0YH.
• "Customer" means the person, firm or company who purchases Goods and/or Services from Q-Mass.
• "Conditions" means these Master Conditions of Sale, as amended from time to time.
• "Contract" means the contract between Q-Mass and the Customer for the supply of Goods and/or Services, incorporating these Conditions.
• "Goods" means the manufactured components, parts, assemblies, threaded products or other items to be supplied by Q-Mass as set out in the Order Acknowledgement.
• "Services" means the machining, threading (including VAM threading), inspection, finishing, sub-contract or other services to be supplied by Q-Mass as set out in the Order Acknowledgement.
• "Free Issue Material" means any material, blank, component or item supplied by or on behalf of the Customer to Q-Mass for processing.
• "Order" means the Customer's purchase order for Goods and/or Services.
• "Order Acknowledgement" means Q-Mass's written acceptance of an Order.
• "Quotation" means a written quotation issued by Q-Mass.
• "Specification" means the drawings, technical data, tolerances, standards and other written requirements applicable to the Goods or Services, as expressly accepted by Q-Mass.
• "Working Day" means any day other than a Saturday, Sunday or public holiday in Scotland.

1.2 Headings are for convenience only and do not affect interpretation. References to statutes include any amendment or re-enactment.

2. Basis of contract

2.1 These Conditions apply to and govern the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 A Quotation is an invitation to treat only. It is not an offer and is open for acceptance for 30 days from its date, unless stated otherwise on its face, and may be withdrawn or revised by Q-Mass at any time before an Order is accepted.

2.3 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions. The Order is only accepted, and the Contract formed, when Q-Mass issues a written Order Acknowledgement.

2.4 Any samples, drawings, descriptive matter, marketing or advertising published by Q-Mass are for illustration only and form no part of the Contract.

3. Specifications, drawings and changes

3.1 The Customer is responsible for the accuracy, completeness and suitability of the Specification it supplies, including drawings, tolerances, materials, standards, marking, packaging, end-use and regulatory requirements.

3.2 Q-Mass shall manufacture in accordance with the latest revision of the Specification expressly accepted in the Order Acknowledgement. Any subsequent change requested by the Customer is subject to a written variation, including any adjustment to price, lead time, quantity and other terms.

3.3 Q-Mass may make non-material changes to manufacturing methods, sub-tier suppliers, or processes provided that the Goods continue to conform to the Specification, except where the Contract or applicable Quality Clauses require prior written approval from the Customer.

4. Price

4.1 Prices are as stated in the Order Acknowledgement and are exclusive of VAT, duties, taxes and carriage unless expressly stated otherwise.

4.2 Q-Mass reserves the right to amend prices, on written notice prior to despatch, where:

• raw material, energy, freight or sub-contract input costs increase materially between the date of Quotation and the date of manufacture;
• the order quantity varies from the quantity quoted;
• the Customer changes the Specification, delivery schedule, packaging or other requirements;
• any delay or default by the Customer (including late supply of Free Issue Material or approvals) increases Q-Mass's costs.

4.3 Where pricing is based on minimum order quantities or volume tiers, short-fall against agreed volumes within an agreed period may be invoiced retrospectively at the applicable higher unit rate.

5. Payment

5.1 Q-Mass's standard payment terms are net 30 days from date of invoice, in pounds sterling, by electronic transfer to the bank account specified on the invoice, unless otherwise agreed in writing.

5.2 Q-Mass may require, in its sole discretion: (a) proforma payment in full prior to commencement; (b) staged payments for orders over an agreed threshold (typically: 30% on Order Acknowledgement, 30% on material receipt, balance prior to despatch); or (c) credit reference checks and trade insurance as a condition of granting credit.

5.3 Time for payment is of the essence.

5.4 If the Customer fails to make any payment when due:

• the Customer shall pay interest on the overdue amount at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% above the Bank of England base rate, accruing daily from the due date until actual payment, before and after judgment;
• the Customer shall pay fixed sum compensation and reasonable recovery costs in accordance with the Late Payment of Commercial Debts Regulations 2013;
• Q-Mass may suspend further deliveries and Services and retain any Goods (including Free Issue Material) until all overdue sums are paid in full;
• Q-Mass may, by written notice, terminate the Contract and any other contract with the Customer in respect of which Q-Mass remains unpaid.

5.5 The Customer shall pay all sums due in full without any set-off, counterclaim, deduction or withholding (other than as required by law). Q-Mass may set off any liability owed to the Customer against any sum owed to Q-Mass.

6. Delivery

6.1 Unless otherwise agreed in writing, Goods are delivered EXW Q-Mass premises, East Kilbride (Incoterms 2020). Risk passes to the Customer on collection or, where Q-Mass arranges carriage on the Customer's behalf, on loading onto the first carrier.

6.2 Lead times are estimates based on availability of materials, capacity remaining unsold and timely supply of Free Issue Material, gauges, protectors and approvals. Q-Mass will use reasonable endeavours to meet quoted lead times. Time for delivery is not of the essence unless expressly agreed in writing by a director of Q-Mass.

6.3 Q-Mass may deliver by instalments, which shall be invoiced separately. Any defect or delay in one instalment does not entitle the Customer to cancel any other instalment.

6.4 The Customer shall accept delivery within 5 Working Days of notification that the Goods are ready. If the Customer fails to do so, Q-Mass may: (a) store the Goods at the Customer's risk and cost; (b) invoice the Goods as if delivered; and (c) after 30 days, resell, scrap or otherwise dispose of the Goods, accounting to the Customer for the net proceeds (if any) after deduction of all costs.

6.5 Q-Mass is closed for up to 8 Working Days during the Christmas / New Year shutdown and for ordinary public holidays. These are not included in quoted lead times.

7. Quantity tolerance

7.1 Unless the Specification expressly states otherwise, Q-Mass may deliver up to ±10% of the quantity ordered for batches of 50 or fewer, and ±5% for larger batches, and the Customer shall pay for the quantity delivered at the unit price.

8. Free Issue Material

8.1 The Customer shall deliver Free Issue Material to Q-Mass's premises in good condition, properly packaged and clearly identified, with all certifications, heat-treatment records, material certificates and other documentation required by the Specification.

8.2 Lead time begins on the later of (a) receipt of the Order Acknowledgement, (b) receipt of the Free Issue Material in good order with all documentation, and (c) receipt of any required gauges and protectors.

8.3 Q-Mass shall not be liable for the cost, replacement or commercial value of any Free Issue Material which is scrapped, damaged or rendered unsuitable during processing, except where directly caused by Q-Mass's gross negligence or wilful default. The Customer is responsible for insuring Free Issue Material against all risks while in Q-Mass's custody.

8.4 International Free Issue Material shall be delivered via the Customer's nominated logistics agent. Shipping documentation must not use Q-Mass's VAT number or EORI number, and Q-Mass shall not be liable for any VAT, duties, import charges or clearance costs incurred.

8.5 Free Issue Material remains the property of the Customer at all times. Q-Mass shall use reasonable endeavours to identify and segregate Free Issue Material but does not warrant covered storage.

9. VAM threading

9.1 Unless otherwise stated in the Quotation, VAM threading prices include gauge hire, thread protector(s) and surface finish in accordance with VAM licensor guidelines.

9.2 The Customer shall supply parts to VAM blanking dimensions. Additional charges and lead time apply where Q-Mass is required to machine to blank sizes prior to threading, or where non-standard VAM processes are required.

9.3 Where gauges are ordered specifically for an Order, a cancellation charge applies in the event of cancellation to cover costs incurred.

9.4 Q-Mass shall not be liable for damage to Free Issue Material caused during the VAM threading process, except where directly caused by Q-Mass's gross negligence or wilful default.

9.5 Overall length will be maintained so far as reasonably practicable. Where maximum overall length is not specified, the maximum accepted is 3.0 metres (box) and 3.5 metres (pin).

9.6 VAM threading lead time begins after receipt of Order, Free Issue Material, gauges and protectors (subject to gauge availability from the licensor).

10. Packaging and shipping

10.1 Free Issue parts will, where practicable, be repackaged using the same method as received. Damage to packaging as received will be reported, and replacement packaging may be charged.

10.2 For VAM threading, packaging crates must provide an additional 4 inches (approximately 100 mm) of internal length to accommodate thread protectors. If crates are unsuitable, parts will be returned on pallets.

10.3 Special, export-grade or VCI packaging is available at additional charge if requested in writing prior to manufacture.

11. Title and retention of title

11.1 Risk in the Goods passes to the Customer in accordance with clause 6.1.

11.2 Title to Goods supplied by Q-Mass shall not pass to the Customer until Q-Mass has received in cleared funds all sums due from the Customer on any account.

11.3 Until title passes, the Customer shall: (a) hold the Goods on a fiduciary basis as bailee; (b) store them separately and clearly identified as Q-Mass's property; (c) not destroy, deface or obscure any identifying mark; and (d) maintain them in satisfactory condition and insured against all risks for their full price.

11.4 Q-Mass may at any time before title passes recover the Goods, and for that purpose the Customer grants an irrevocable licence for Q-Mass and its agents to enter any premises where the Goods are stored.

12. Warranty

Rationale. Q-Mass manufactures precision components predominantly in steel and other metallic alloys. The Customer acknowledges that such materials are inherently susceptible to dimensional movement, residual stress relaxation, thermal expansion and contraction, corrosion and other changes caused by storage conditions, handling, ambient temperature and humidity, time in storage, and subsequent processing or fitting after delivery. These factors are outside Q-Mass's control once the Goods leave its premises. The warranty regime below reflects that allocation of risk and the Customer's responsibility to inspect, store, manage shelf life and re-verify the Goods prior to use.

12A. Acceptance window

12A.1 The Customer shall inspect the Goods within 10 Working Days from the date of delivery (the "Acceptance Window") for:

• dimensional conformity to the Specification;
• visual condition, surface finish and identification;
• conformity to drawing, revision, quantity and documentation;
• any other matter reasonably ascertainable by inspection.

12A.2 The Customer shall notify Q-Mass in writing of any non-conformity within the Acceptance Window. On expiry of the Acceptance Window without such notice, the Goods shall be conclusively deemed to have been accepted as conforming, and the Customer shall have no further right to reject the Goods or to claim in respect of any matter that was, or ought reasonably to have been, ascertainable on inspection.

12A.3 For the avoidance of doubt, the Acceptance Window runs from delivery (which under clause 6.1 occurs on collection from Q-Mass's premises, or on loading onto the first carrier where Q-Mass arranges carriage). The Customer is responsible for arranging prompt collection and inspection.

12B. Limited workmanship warranty

12B.1 Subject to clauses 12A, 12C and 12D, Q-Mass warrants that, at the point of delivery, the Goods are free from defects in workmanship directly attributable to Q-Mass's manufacturing process (a "Workmanship Defect"). Examples of Workmanship Defects include: machining of an incorrect feature, omission of a specified operation, use of the wrong material grade where supplied by Q-Mass, or a defect in a special process performed by Q-Mass or its sub-tier.

12B.2 The Workmanship Warranty expires on the earlier of: (a) 6 months from the date of delivery; or (b) the Customer carrying out any further processing, machining, fitting, modification or installation of the Goods.

12B.3 The Customer must give written notice of any claimed Workmanship Defect within 5 Working Days of discovery and in any event before expiry of the Workmanship Warranty, with full supporting evidence (including photographs, measurement reports and traceability data). Q-Mass shall be afforded a reasonable opportunity to inspect the affected Goods in situ before any disassembly or repair.

12B.4 If a Workmanship Defect is established, the Customer's sole and exclusive remedy shall be, at Q-Mass's option: (a) repair; (b) replacement; (c) re-performance; or (d) refund of the price paid (or pro-rata price) for the affected Goods. Q-Mass shall have no liability for any other costs, including removal, refitting, line stoppage, downtime, recall, third-party rectification or consequential loss.

12C. Exclusions: material movement and post-delivery changes

12C.1 The warranty in clause 12B does not apply, and Q-Mass shall have no liability whatsoever, in respect of any change in the dimension, form, condition or properties of the Goods arising after delivery, including but not limited to:

• dimensional movement, distortion or change caused by residual stress relaxation, thermal expansion or contraction, or ageing of the material;
• corrosion, oxidation, pitting or surface degradation, including that arising from humidity, condensation, contact with dissimilar materials, contaminants or inadequate preservation;
• deterioration arising from prolonged storage or from storage conditions that do not comply with recognised industry guidance for the relevant material;
• damage or change caused by handling, transport, fitting, assembly, machining, heat treatment, coating or other processing carried out by or on behalf of the Customer after delivery;
• defects arising from the Customer's drawings, Specification, tolerances, choice of material or Free Issue Material;
• fair wear and tear, misuse, abnormal operating conditions or failure to follow Q-Mass's or the OEM's instructions;
• any matter that was, or ought reasonably to have been, identified within the Acceptance Window.

12C.2 The Customer acknowledges that steel and other metallic materials may move over time and that re-inspection and re-verification of stored stock prior to use is the Customer's responsibility. Q-Mass strongly recommends that Goods are used promptly after delivery and stored in controlled conditions (clean, dry, temperature-stable, protected from contact corrosion).

12D. Statutory exclusions

12D.1 Except as expressly set out in these Conditions, all warranties, conditions and other terms implied by statute or common law, including any implied terms as to satisfactory quality, fitness for purpose, durability or correspondence with description, are excluded to the fullest extent permitted by law.

12D.2 The Customer acknowledges that the price reflects the warranty regime and risk allocation set out in this clause 12, and that, having regard to the nature of the Goods (precision metallic components susceptible to post-delivery change) and the Customer's ability to inspect and test on delivery, the regime is fair and reasonable for the purposes of the Unfair Contract Terms Act 1977.

13. Rejection, returns and back-charges

13.1 No Goods may be returned without Q-Mass's prior written authorisation and a Returns Material Authorisation (RMA) reference. Returned Goods must be properly packaged and shipped at the Customer's risk and cost.

13.2 If, on inspection, the Goods are found to conform or the alleged non-conformity falls within clause 12C, the Customer shall pay return carriage, re-inspection and re-stocking charges, and any further work shall be quoted separately.

13.3 The Customer shall not raise debit notes, back-charges or set-off claims against Q-Mass without Q-Mass's prior written agreement to both the liability and the quantum. Any unauthorised debit shall be invalid and recoverable as a debt.

14. Limitation of liability

14.1 Nothing in these Conditions limits or excludes Q-Mass's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be limited or excluded.

14.2 Subject to clause 14.1, Q-Mass shall not be liable to the Customer, whether in contract, delict (including negligence), breach of statutory duty or otherwise, for any:

• loss of profit;
• loss of revenue or anticipated savings;
• loss of business, contracts, opportunity or goodwill;
• loss of production or downtime;
• loss of or corruption to data;
• any indirect, consequential or special loss;
• any liability arising from defects in the Customer's drawings, Specification, Free Issue Material or instructions;
• recall costs, line-stoppage charges, retrospective rectification costs or back-charges, unless expressly accepted in writing by a director of Q-Mass.

14.3 Subject to clause 14.1, Q-Mass's total aggregate liability to the Customer arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, restitution or otherwise, shall not exceed the price paid by the Customer for the Goods or Services giving rise to the liability.

14.4 The Customer acknowledges that the price reflects this allocation of risk and that it is reasonable in the circumstances. The Customer should maintain its own insurance to cover risks not assumed by Q-Mass.

15. Intellectual property

15.1 All intellectual property rights in any drawings, designs, manufacturing methods, processes, jigs, fixtures, tooling, programs (including CNC programs and Mazatrol files), know-how, techniques and improvements developed or used by Q-Mass shall remain the sole property of Q-Mass, whether or not developed in connection with the Contract.

15.2 Any drawings, designs or technical information supplied by the Customer remain the property of the Customer. The Customer grants Q-Mass a non-exclusive royalty-free licence to use them for the purpose of performing the Contract.

15.3 Tooling and fixtures. Tooling, jigs, fixtures and gauges paid for in full by the Customer and separately identified on Q-Mass's invoice shall be the property of the Customer but shall remain in the possession of Q-Mass for use in fulfilling the Contract. All other tooling, fixtures, programs and consumables remain the property of Q-Mass. Where Customer-owned tooling is held by Q-Mass, the Customer is responsible for insuring it and for the cost of routine maintenance, refurbishment and replacement.

15.4 The Customer warrants that any drawings, Specification or instructions it supplies do not infringe the intellectual property rights of any third party, and shall indemnify Q-Mass against all losses, damages, costs and expenses arising from any claim that they do.

16. Confidentiality

16.1 Each party shall keep confidential all technical, commercial and business information disclosed to it by the other party in connection with the Contract, and shall use it only for the purposes of the Contract. This obligation continues for 5 years after the end of the Contract.

16.2 The obligation does not apply to information that: (a) is or becomes publicly available other than through breach; (b) was lawfully known prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is required to be disclosed by law, regulation or a court of competent jurisdiction.

16.3 A separate non-disclosure agreement may be signed in respect of defence, ITAR-controlled or other sensitive work and shall, in respect of that work, take precedence over this clause.

17. Export control

17.1 The Customer acknowledges that the Goods, Services, technology, software, drawings and technical data may be subject to export controls under the laws of the United Kingdom (including the Export Control Order 2008 and the Strategic Export Controls administered by the Export Control Joint Unit), the United States (including ITAR and EAR), the European Union and other jurisdictions.

17.2 The Customer shall:

• provide accurate and complete information about end-use, end-user, country of ultimate destination and any onward transfer prior to placing an Order;
• obtain at its own cost all necessary export, re-export, import and transit licences, authorisations and approvals;
• not export, re-export, transfer, sell or supply the Goods, Services or related technical data in breach of any applicable export control or sanctions law;
• not use the Goods or Services for, or supply them to any end-user engaged in, any activity related to chemical, biological, nuclear or missile weapons of mass destruction, or any military end-use in a sanctioned destination, except with valid licences in place;
• provide such end-use statements, declarations and supporting documents as Q-Mass may reasonably require.

17.3 Q-Mass may delay, suspend, refuse or cancel any Order, in whole or in part, without liability where, in Q-Mass's reasonable opinion, performance would or might breach any export control or sanctions law, or where any required licence is refused, revoked or made subject to unacceptable conditions.

17.4 The Customer shall indemnify Q-Mass against all losses, damages, fines, penalties and reasonable costs arising from any breach of this clause 17.

18. Anti-bribery, anti-tax-evasion and modern slavery

18.1 Each party shall comply with all applicable laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010, and shall not engage in any activity that would cause the other party to breach the same.

18.2 Each party shall comply with the Criminal Finances Act 2017 and shall not engage in the facilitation of tax evasion.

18.3 Each party shall comply with the Modern Slavery Act 2015, take reasonable steps to ensure that there is no slavery or human trafficking in its supply chain or business, and certify the same on request.

18.4 Breach of this clause 18 is a material breach entitling the other party to terminate the Contract with immediate effect.

19. Data protection

19.1 Each party shall comply with the UK GDPR and the Data Protection Act 2018 in relation to any personal data processed under the Contract. The parties acknowledge that for the limited purposes of operating the commercial relationship (for example, contact details of representatives), each acts as an independent controller. Q-Mass's privacy notice is available on this website.

20. Insurance

20.1 Q-Mass shall maintain throughout the Contract, with reputable insurers, public liability, product liability and employer's liability insurance in amounts appropriate to the nature and scale of its business, and shall provide certificates on reasonable request.

20.2 Insurance proceeds do not increase Q-Mass's liability above the limits set out in clause 14.

21. Force majeure

21.1 Neither party shall be liable for any failure or delay in performance (other than payment) caused by events beyond its reasonable control, including: acts of God; war, armed conflict, terrorism or civil disturbance; epidemic or pandemic; government action, sanctions or trade restrictions; failure of utilities or transport networks; cyber-attack; fire, flood, severe weather; strikes or labour disputes (other than affecting only that party's own workforce); failure of suppliers or sub-contractors caused by any of the foregoing; and shortages of materials, energy or skilled labour.

21.2 The affected party shall promptly notify the other and use reasonable endeavours to mitigate. If the event continues for more than 60 days, either party may terminate the affected part of the Contract by written notice without liability, save that the Customer shall pay for all work in progress and materials committed.

22. Termination

22.1 Without limiting its other rights, either party may terminate the Contract with immediate effect by written notice if the other:

• commits a material breach of the Contract that is irremediable, or, if remediable, fails to remedy within 30 days of written notice;
• suspends or threatens to suspend payment of its debts, is unable to pay its debts as they fall due, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
• enters administration, receivership, liquidation, sequestration, a company voluntary arrangement or any analogous insolvency process in any jurisdiction; or
• ceases or threatens to cease to carry on business.

22.2 On termination, the Customer shall pay for all Goods delivered, Services performed, work in progress, materials irrevocably committed and reasonable cancellation costs (including cancellation charges from sub-contractors, gauge providers and licensors).

22.3 Clauses which by their nature are intended to survive termination shall do so, including clauses 5, 11, 12, 14, 15, 16, 17, 18, 23 and 25.

23. Governing law and jurisdiction

23.1 The Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the law of Scotland.

23.2 The parties irrevocably agree that the Scottish courts shall have exclusive jurisdiction to settle any such dispute or claim, save that Q-Mass may bring proceedings against the Customer in any court of competent jurisdiction to recover sums due.

23.3 Before commencing court proceedings (other than for interim relief or recovery of undisputed sums), the parties shall attempt in good faith to resolve any dispute by senior-level discussions for a period of 30 days.

24. Notices

24.1 Notices shall be in writing and sent to the registered office of the recipient by hand, by pre-paid first-class post or by email to the address last notified for the purpose. Notices are deemed received: by hand, on delivery; by post, at 9:00 am on the second Working Day after posting; by email, at the time of transmission, subject to no bounce-back.

25. General

25.1 Assignment. The Customer may not assign, novate or sub-contract any of its rights or obligations without Q-Mass's prior written consent. Q-Mass may assign or sub-contract any of its rights or obligations.

25.2 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings. Each party acknowledges it has not relied on any statement not set out in the Contract. Nothing in this clause limits liability for fraud.

25.3 Variation. No variation of the Contract is effective unless in writing and signed by an authorised representative of each party.

25.4 Waiver. No failure or delay in exercising any right is a waiver of that right.

25.5 Severance. If any provision is held invalid, the remaining provisions remain in full force.

25.6 No partnership. Nothing creates a partnership, joint venture or agency.

25.7 Third parties. A person who is not a party to the Contract has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term.

25.8 Counterparts. The Contract may be executed in counterparts, including electronically.

Part 2 - Quotation Terms and Conditions

Reference QM-QT&C-002 | Revision 2 | Issued [DATE] | Supersedes Revision 1 dated 16 November 2021

These Quotation Terms and Conditions apply to all written quotations issued by Q-Mass Ltd. They are subject to, and shall be read in conjunction with, the Master Conditions of Sale (Part 1), which prevail in the event of any inconsistency.

1. Quotation validity

1.1 Quotations are valid for 30 days from date of issue, unless stated otherwise on the Quotation. They are an invitation to treat, not an offer, and may be withdrawn or revised at any time before an Order is accepted by Q-Mass.

2. Pricing

2.1 Q-Mass reserves the right to amend prices if raw material, energy, freight or sub-contract costs increase materially between Quotation and Order acceptance.

2.2 Q-Mass reserves the right to amend prices if order quantity varies from the quantity quoted.

2.3 Prices are exclusive of VAT, duties, taxes and carriage unless expressly stated.

3. Free issue materials

3.1 Delivery lead time commences after receipt of purchase order and Free Issue Material in good condition with all certifications.

3.2 Q-Mass shall not be liable for the cost or commercial value of Free Issue Material in the event a part is scrapped during processing, save where caused by Q-Mass's gross negligence or wilful default.

3.3 International Free Issue Material must be delivered via the Customer's nominated logistics agent. Shipping documentation must not use Q-Mass's VAT or EORI number. Q-Mass is not liable for any VAT, duties or import charges incurred.

4. VAM threading only quotations

4.1 Price is inclusive of gauge hire, thread protector(s) and surface finish per VAM licensor guidelines. Non-standard VAM processes incur additional charges and lead time unless stated otherwise.

4.2 Price is based on supply of parts to VAM blanking dimensions. Machining to blank sizes prior to threading is chargeable separately.

4.3 If gauges are ordered specifically for the Order and the Order is cancelled, a cancellation charge applies to cover costs incurred.

4.4 Q-Mass shall not be liable for damage to Free Issue Material during the VAM threading process, save where caused by Q-Mass's gross negligence or wilful default.

4.5 Overall length will be maintained so far as reasonably practicable. Where maximum overall length is not specified, the maximum accepted is 3 metres (box) and 3.5 metres (pin).

4.6 VAM threading delivery commences after receipt of purchase order, material, gauges and protectors, subject to gauge availability from the licensor.

5. Packaging and shipping

5.1 Free Issue parts are quoted EXW / FCA Q-Mass premises (Incoterms 2020), with the Customer arranging collection on completion.

5.2 Free Issue parts must be supplied with adequate protection, as covered storage cannot be guaranteed.

5.3 Where practicable, parts will be repackaged using the same method as received. Damage to incoming packaging will be reported and replacement may be chargeable.

5.4 For VAM threading, crates must allow an additional 4 inches (approximately 100 mm) to fit thread protectors. If crates are unsuitable, parts will be returned on pallets.

6. Annual holidays

6.1 Q-Mass is closed for up to 8 Working Days during the Christmas / New Year shutdown plus ordinary public holidays in Scotland. These days are not included in lead times.

7. Delivery

7.1 Lead times are estimates based on availability of materials and capacity remaining unsold at the time of Order acceptance.

8. Payment

8.1 Net 30 days from invoice, unless agreed otherwise. New customers and overseas customers may be required to pay by proforma.

8.2 Late payment attracts statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate, plus fixed-sum compensation and recovery costs.

9. Governing law

9.1 Quotations, and any Contract arising from them, are governed by the law of Scotland, with exclusive jurisdiction in the Scottish courts, subject to clause 23 of the Master Conditions of Sale.

10. Order of precedence

10.1 In the event of any inconsistency: (a) a signed contract prevails; failing that (b) Q-Mass's Order Acknowledgement; (c) the Master Conditions of Sale (Part 1) (QM-T&C-001); (d) applicable Quality Clauses (Part 3); (e) these Quotation Terms and Conditions; (f) the Customer's purchase order to the extent accepted in writing by Q-Mass.

Part 3 - Quality Clauses and Flow-down Requirements

Reference QM-QC-003 | Revision 1 | Issued [DATE]

These Quality Clauses apply to all Orders accepted by Q-Mass Ltd and form part of the Contract. Where the Customer's own quality requirements or flow-downs are expressly accepted by Q-Mass in writing, they supplement (but do not replace) these clauses, with the more stringent prevailing.

Q-Mass operates an ISO 9001:2015 registered quality management system. Aerospace work is performed in accordance with AS/EN 9100D and Q-Mass is actively pursuing NADCAP accreditation. Defence and nuclear work is performed in accordance with applicable customer flow-downs and national standards.

QC-01. Specification and revision control

1.1 Q-Mass shall manufacture in accordance with the drawing and revision level cited in the Order Acknowledgement. The Customer must clearly identify the drawing number, revision, and any associated specifications, standards and notes on the purchase order.

1.2 No deviation from the Specification is permitted without prior written approval via a Request for Concession signed by an authorised representative of the Customer.

QC-02. Right of access

2.1 Q-Mass grants the Customer, the Customer's customer and applicable regulatory authorities (including but not limited to the CAA, EASA, FAA, MoD, MAA, ONR and notified bodies) the right of access, on reasonable notice and during normal business hours, to all facilities, processes, records and documentation relevant to the Order, for the purposes of audit, surveillance or investigation.

2.2 Access shall be subject to Q-Mass's site safety, security and confidentiality requirements, and (where relevant) to applicable export control and security clearance requirements.

QC-03. Sub-tier control

3.1 Q-Mass shall flow down all applicable Customer and regulatory requirements to its sub-tier suppliers, including these Quality Clauses (so far as relevant), special process requirements and the Customer's quality requirements.

3.2 Where the Customer specifies a mandatory source for any material, special process or component, Q-Mass shall procure from that source. The Customer is responsible for the availability, capacity, pricing and performance of mandated sources, and any consequent delay or additional cost shall be passed through.

QC-04. Special processes

4.1 Where the Specification calls for special processes (heat treatment, NDT, surface treatment, welding, coating, plating, brazing, chemical processing and similar), Q-Mass shall use suppliers approved to the relevant standard (for example NADCAP, customer-approved supplier list, or equivalent national approvals) where required by the Specification.

QC-05. Counterfeit parts prevention

5.1 Q-Mass shall not knowingly supply counterfeit, fraudulent or suspect items. Where applicable, Q-Mass operates controls consistent with AS6174A (raw material) and AS5553 (electronic parts) to detect, mitigate and report counterfeit items.

5.2 Materials shall be procured from the original manufacturer, the Customer-approved distributor or an authorised distributor, with full traceability and certification.

QC-06. Material traceability and certification

6.1 Materials shall be supplied with mill certificates or certificates of conformance providing chemical and mechanical properties, heat / cast / batch number, and reference to the applicable specification (for example AMS, EN, ASTM, NACE).

6.2 Traceability shall be maintained from raw material through manufacture to delivered Goods, including heat / cast / batch numbers, serial numbers (where applicable) and process route records.

6.3 Q-Mass shall retain quality records in accordance with AS/EN 9100D requirements and, as a minimum, for 15 years for aerospace, defence and nuclear work, or as otherwise specified by the Customer.

QC-07. Foreign Object Debris (FOD) control

7.1 Q-Mass operates a FOD prevention programme consistent with AS9146 for aerospace work. Goods shall be supplied free from swarf, cutting fluids, debris and contamination, and packaged to maintain this condition during transit.

QC-08. First Article Inspection (FAI)

8.1 Where required by the Specification, Customer flow-down or where the work is new or has been subject to significant change, Q-Mass shall perform First Article Inspection in accordance with AS9102 (aerospace) or the equivalent standard cited by the Customer, and shall submit the FAI report with the first delivery.

QC-09. Identification, packaging and shelf life

9.1 Goods shall be identified in accordance with the Specification (part number, revision, serial number where applicable, batch / lot number).

9.2 Where Goods have a defined shelf life (for example sealants, adhesives, certain coatings), the date of manufacture and expiry shall be clearly marked, and the Goods shall be delivered with not less than 75% of shelf life remaining unless agreed otherwise.

QC-10. Non-conforming product

10.1 Non-conforming product shall be segregated, identified and controlled to prevent inadvertent use. Q-Mass shall notify the Customer promptly of any non-conformance affecting Goods already delivered or in process and shall not proceed with use-as-is or repair without written concession.

QC-11. Notification of change

11.1 Q-Mass shall notify the Customer of any of the following that may affect Goods already accepted or being supplied under an open Order:

• change of manufacturing location for the Order;
• change of a critical sub-tier supplier for a special process;
• loss, suspension or material change of any relevant accreditation (ISO 9001, AS9100, NADCAP, customer approval).

QC-12. Calibration

12.1 Inspection, measuring and test equipment used to verify conformity shall be calibrated and traceable to UKAS (or equivalent international standard) and managed in accordance with ISO 10012 and AS9100D requirements.

QC-13. Personnel competence and ethical behaviour

13.1 Personnel performing work affecting product quality shall be competent on the basis of education, training, skills and experience, with records maintained.

13.2 Q-Mass promotes a culture of product safety, awareness of personal contribution to conformity and to product safety, and ethical behaviour, in accordance with AS/EN 9100D requirements.

QC-14. Export-controlled items

14.1 Where Goods, drawings or technical data are subject to ITAR, EAR, UK Strategic Export Controls or equivalent, they shall be handled, marked, stored and shipped in accordance with applicable law, and access shall be restricted to authorised persons. Clause 17 of the Master Conditions of Sale (Part 1) applies.

QC-15. Defence and government security

15.1 For Orders involving classified information or controlled assets, Q-Mass shall comply with applicable Industry Security Notices (UK MoD), Cyber Essentials / Cyber Essentials Plus, DEF STAN requirements and any specific Security Aspects Letter (SAL) or Security Conditions imposed by the Customer or end-user.

QC-16. Records and retention

16.1 Quality records (including inspection reports, certificates of conformance, FAI reports, NCRs, concessions and traceability records) shall be retained for the periods set out in QC-06.3 and made available to the Customer on reasonable request.

QC-17. Certificate of Conformance

17.1 Each delivery shall be accompanied by a Certificate of Conformance signed by an authorised quality representative of Q-Mass, identifying Order number, drawing and revision, quantity, batch / heat numbers, and any concessions applied.