Updated 21st November 2025

Parties
(1) Specialist Marine Fasteners Limited (trading as – “Bon Precision Engineering”) a company registered in England and Wales (registration number 11850572), with its address at 20 Washington Court, Thrapston, Kettering, United Kingdom, NN14 4TF (“BPE”).

(2) The Customer as specified in the Quote (or invoice) (the “Customer”).
WHEREAS
(1) BPE or its representative will provide and/or has certain skills and abilities in development and manufacturing parts including parts or spares in relation to the Services below.
(2) The Customer wishes to order manufactured parts or spares.
(3) The Parties have agreed to the Terms and Conditions of this Agreement.

herein BPE and Customer referred collectively or individually to as the “Party” or “Parties”

IT IS HEREBY AGREED as follows:

1. Definitions
   In these terms, unless the context otherwise requires, the following definitions will apply:

“Business Day” means any day which is not a Saturday, Sunday or public holiday in the UK between the hours of 9am and 5pm UK time.
“Customer(s)” means the party mentioned on the Quote as the individual or the legal entity.
“Fee(s)” means any set charges paid by the Customer for Service.
“Quote” means the offer with commercials for parts or spares related to a Service.
“Service(s)” including but not limited to any of the following: –
a) Self-tapping inserts
b) Thread repair inserts
c) Dowel pins
d) Extractable Dowel pins
e) Taper pins
f) Extractable Taper pins
g) Clevis pins
h) Socket screws
i) Custom made components
j) Spacer/compression limiters
k) Marine fastener
l) Other
“VAT” means value added tax chargeable under the Value Added Tax Act 1994.
1.1. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.
1.2. The headings contained in this Agreement are for convenience only and do not affect their interpretation.
1.3. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

2. Customer obligations
   During the Term:
   2.1. The Customer agrees that following shall apply: –
   a. For any underrun of parts or spares as per the agreed quantity either (i) BPE will make up the short fall or (ii) complete the order and adjust the invoice accordingly to the Customer.
   b. Where this is any overrun of parts or spares as per the agreed quantity ordered BPE will put this in the next subsequent order for the same Service.
   2.2. To provide BPE with the complete accurate information related to the Customer delivery address, quantity, Customer supplier data, drawings and technical specification. BPE will not be responsible for any inaccuracies in the Customer supplied information. If the Customer requires delivery or is picking up the parts or spares from BPE, the Customer must mention this to BPE. For the avoidance of doubt the Quote excludes the delivery charge and this will be provided as a separate cost by BPE.
   2.3. To confirm and agree any further changes to drawings and technical specification in writing to BPE.
   2.4. The Fee in the Quote is based on the accurate information supplied in clause 2.2 by the Customer if there are any variations or inaccuracies BPE reserves the right to revise the Fees and delivery lead times in a re-Quote. BPE reserves the right to withdraw or supersede the original Quote in the event of a re-Quote.
   2.5. The Customer will receive a Quote from BPE. Each Quote is confirmed by BPE to the Customer as an order acknowledgement in writing when it will become binding on the Parties.
   2.6. Upon receipt of delivery the Customer shall be responsible for inspecting the parts or spares delivered as part of the Service. Any fault with the parts or spares (excludes any misuse) shall be reported to BPE within seven (7) Business Days for business Customer or thirty (30) days for the consumer Customer. For the avoidance of doubt the period runs from receipt of the delivery to the Customer after this period the parts or spares are deemed to be accepted by the Customer without fault.
   2.7. To replace any parts or spares as due a fault in clause 2.3, reported by Customer at the time of delivery to be incorrect in shape or size or defective.
   2.8. To keep designs and commercial information confidential.
   2.9. Where a sample is required, the Customer shall provide a physical part or spare or request this from BPE. A reasonable sample provided by BPE shall incur a Fee which shall be payable by the Customer to BPE. Any part or spare provided by the Customer as a sample shall remain with BPE for future production.
   2.10. The rights in title of ownership to the goods, spares, parts of the Service remains with BPE and only successfully transfers on receipt of Fee to the Customer.
   2.11. A Customer at the sole discretion of BPE and on a case-by-case basis, may be eligible for a credit account on subsequent orders placed with BPE. Where a credit account is provided to the Customer, an advance upfront Fee is payable by the Customer to BPE for either (i) thirty five percent (35%) of the individual order value or (ii) the full raw material costs of the individual order value. The remaining outstanding amount due on the Customer credit account will be invoiced after thirty (30) days.
3. BPE obligations
   During the Term:
   3.1. To issue a Customer Quote any additional charges such as delivery or VAT will be added separately to the Quote. The Quote is valid for seven (7) days from the date on the Quote.
   3.2. To purchase the raw material for the Service.
   3.3. To keep designs and commercial information confidential.
   3.4. BPE will use reasonable endeavours to arrange delivery for the Service ordered by the Customer.
   a. The delivery dates provided to the Customer are a pre-estimate and is subject to change by the carrier. Any delivery delays will not entitle the Customer to cancel an order with BPE. The Parties agree that time is not of the essence is not part of this agreement.
   b. Where the Customer requests tracked or registered delivered or courier service any additional charges incurred the Customer will be notified and such charges which shall be included in the Customer invoice as additional Fee. Any delivery disputes will be reviewed by BPE in good faith.
   c. BPE will not be liable or responsible for any failures outside its control for events not limited to strikes, road closures, supply shortage, transport issues, Force Majeure, which cause delivery delays to the Customer.
4. Confidentiality
   Confidential information means any information which commercial or sensitive to the business and its clients of the other Party (“Confidential Information”). The Parties agree not to disclose, use, copy Confidential Information of the other Party without the prior written approval except for the provision of the Service in this Agreement. On termination each Party shall delete such Confidential Information.

Clause 4 shall not apply to any Confidential Information which is generally known or available to the public (a) was known to the receiving party prior to disclosure; (b) was independently developed by the receiving party prior to disclosure (c) is required by auditors, law or regulatory authority.

5. Warranties
   Each Party agrees that:
   a) It has full authority to enter into this Agreement.
   b) It will carry the Services with reasonable skill and care.
   c) The goods sold by sample will correspond to sample quality.
6. Data Protection
   The definition of the Data Controller, Data Processor, Data, Personal Data, Processing Personal Data Breach is in accordance with the Data Protection Act 2018 and the UK General Data Protection Regulation and where applicable marketing directive or regulation.
   6.1. Where applicable BPE will maintain all the necessary registrations required by law with the supervisory authority.
   6.2. BPE will only process Personal Data for the purpose stated for the processing pursuant to the privacy policy accessible on the website (https://www.bonprecision.co.uk/).
   6.3. BPE will be acting as the Data Controller where Personal Data is collected directly (including name, phone, email, address, billing details for the purpose of performance of a contract), and Processor where the Customer collects or provides this information and is processed on behalf of the Customer about the Customer including:
   a) On termination of this Agreement the Personal Data will be deleted within thirty (30) Business Days unless it’s required by law.
   b) Responding to a Personal Data Breach or a Data Subject request.
   c) Retention for the duration of Services unless required by law.
7. Payment
   7.1. BPE will issue valid invoices including any VAT, any associated delivery charges, taxes or customs duties including where applicable export or import duties as an additional payment to the invoice Fee, which shall be payable by the Customer within thirty (30) days from the date of issue of an invoice by BACS or online bank transfer.
   7.2. The Customer shall provide in writing to BPE the parts of the invoice which may be disputed within seven (7) Business Days of the issue if the invoice. Any undisputed parts of the invoice will be paid by the Customer.
   7.3. Any invoices which remain unpaid for thirty (30) Business Days, BPE at its sole discretion may suspend the use of any part of the Service in whole or in part.
   7.4. If the Customer fails to pay an amount required to be paid under this Agreement when it is due (a “Due Amount”), then without limiting other available remedies, for a late payment the Customer must pay interest on the Due Amount from and including the due date for payment up to and including the date of actual payment at the rate per year of eight (8%) percent above the base lending rate from time to time of Barclays Bank plc. This rate applies to any period after a judgment as well as before a judgment. Interest accrues on a daily basis.
   7.5. In the event of a conflict the Parties agree that these terms will govern any quote over any Customer purchase over term.
8. Term and Termination
   The term (“Term”) will commence from the date of the first Quote and continue until terminated pursuant to clause 8.1 or 8.2 below. Any additional or renewal Service will be subject to a separate Quote.
   8.1 This Agreement may be terminated for convenience and where applicable by any subsequent with thirty (30) days written notice to the other Party.

8.2 This Agreement will be terminated immediately at any time on immediate notice by either Party if the other Party:
a) enters into a compromise for the benefit of their creditors.
b) becomes subject to an administration order or goes into liquidation or a receiver has been appointed or threatens to cease to carry on business or becomes bankrupt or insolvent.
c) fails to make payment of Fee in full within 60 (sixty) Business Days from invoice date.
d) commits a serious or grave breach of this Agreement or persistent breaches of this Agreement including, but not limited to, non-performance, default or neglect of that party’s duties under this Agreement and such breach remains un-remedied for thirty (30) Business Days after notice of such breach has been given by the non-defaulting Party.
8.3 All clauses intended to survive the termination of this Agreement shall survive, including, but not limited to Confidentiality and intellectual property.
8.4 On termination of this Agreement
(a) Only valid invoice Fee due to the date of termination shall be due to BPE and the Customer shall have no liability after this date.

9. Limitation of liability and Insurance
   9.1. Nothing in this Agreement will limit liability for personal injury, death, fraud or any other liability which cannot be excluded by law.
   9.2. BPE will not be liable for any indirect, punitive, consequential including any loss of profit, loss of business, loss of opportunity, goodwill, reputation or interruption.
   9.3. BPE will not be liable to Customer due to delays to provision the Services which are beyond BPE’s control or caused by any third party (such as delivery, transport issues, strikes or supply shortages).
   9.4. Both Party’s aggregate liability under this Agreement including contract, tort (including negligence), breach of statutory duty, shall be limited to the total Fee paid by the Customer to BPE in a twelve (12) month period.
   9.5. BPE shall arrange adequate insurance with a reputable insurer insurance policy for public liability Insurance of £2,500,000 (GBP), product liability Insurance of £2,500,000 (GBP), Environmental Liability of £1,000,000 (GBP).
10. IP / Ownership
    BPE shall retain its right in ownership without the other Party acquiring such rights in logos, website, domains, drawings and technical specification, copy right, know how, techniques, skills, methodology, pre-existing material and any marketing material prior to during and after the engagement of Services. The Services provided by BPE to its knowledge does not infringe any third-party rights in intellectual property.
    Each Party shall notify the other Party promptly of any known or suspected third-party intellectual property infringement.
    BPE will defend, indemnify and hold the Customer harmless against any claim, suit or proceeding (including the Customer’s reasonable costs and legal fees) brought by any third party against the Customer based on a claim that the Service infringe any intellectual property right of that third party, provided however that the Customer: (i) gives BPE prompt written notice of any such claim; (ii) allows BPE to control the defence and settlement of such claim; and (iii) provides BPE with all information and assistance for defence and settlement of such claim. BPE will pay any settlement costs and damages awarded after final and enforceable judicial decision but will not be responsible for any settlement or compromise made without its consent.
    The Customer will defend, indemnify and hold the BPE harmless against any claim, suit or proceeding (including BPE reasonable costs and legal fees) brought by any third party against BPE based on a claim that infringe any intellectual property right of that third party.
    Nothing in this Agreement transfers any of the third-party intellectual property.
11. Force Majeure
    Where a force majeure event or related events due to act of god, floods, fires, pandemic, epidemics, acts of government, riots, war, lock-outs, disasters, attacks (“the Force Majeure Event”) that is outside the reasonable control causing delays in performance Services each party’s obligations will be suspended for the duration of the Force Majeure Event. In such event if the force majeure event continues for a period of thirty (30) Business Days each Party shall have the option to terminate this Agreement and all obligations subject to notifying in writing the other Party in any inability to perform obligations.
12. Notice
    Any notice required by this Agreement to be given by one Party to the other Party shall be in writing and shall be served by sending the same by registered post or recorded delivery to their known address or if sent by email.
13. Assignment
    Neither Party may assign, novate, transfer or otherwise assign its obligations under this Agreement, without the prior written consent of the other Party.
14. Complaints and Dispute resolution
    Any complaints related to the Services shall be made in writing to info@bonprecision.co.uk. Where disputes arise in relation to this Agreement, BPE will try to resolve in good faith them within thirty (30) Business Days. In the absence of an agreement the Parties shall seek to resolve the matter through mediation with the Centre for Effective Dispute Resolution (“CEDR”) in accordance with the CEDR Model Mediation Procedure.
15. Audit
    Any audit shall be carried out during reasonable business hours once a calendar year related to the Services by giving the other Party thirty (30) days written notice. Each Party will pay for its own cost of the audit.
16. General
    a) The above terms and conditions constitute an entire Agreement between the Parties.
    b) No failure or delay by either Party to exercise any right or remedy under this Agreement shall be construed as a waiver of any other right or remedy.
    c) A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999.
    d) In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
    e) BPE reserve the right to make changes to these terms and conditions. Any changes will be posted on the BPE website.
    f) This Agreement shall not create any partnership, joint venture or agent relationship between the Parties.
    g) The Customer may not assign or subcontract any Services in whole or part without BPE’s consent.
    h) No failure or delay by either Party to exercise any right or remedy under this Agreement shall be construed as a waiver of any other right or remedy.
    i) Each Party shall ensure that they do not obtain improper advantage to the extent violating any provision of the Anti-Bribery Act 2010.
17. Governing law
    This Agreement shall be governed and construed with the laws of England and Wales, and the Parties hereby submit to the exclusive jurisdiction of the English Courts.