Aztec Composites – Terms and Conditions of Sale

Effective Date: 16/07/2025

Company Name: Aztec Composites Ltd (“Aztec”, “We”, “Us”, “Our”)

Registered Office: 22 – 24 Harborough Road, Northampton, NN2 7AZ

1. Definitions

In these Terms and Conditions, the following definitions apply:

• “Aztec” means Aztec Composites Ltd, including its employees, subcontractors, agents, and representatives.

• “Customer” means the individual, company, or other legal entity that places an order with Aztec for the supply of goods or services.

•“Goods” means the composite parts, components, or materials manufactured and supplied by Aztec as per the Customer’s order.

•“Services” means any design, engineering, tooling, manufacturing, or related work performed by Aztec.

•“Order” means the Customer’s written request or purchase order for the supply of Goods and/or Services, which is accepted by Aztec.

•“Quotation” means the written estimate provided by Aztec to the Customer, including pricing, lead time, and scope of work.

•“Tooling” means any custom moulds, jigs, fixtures, or related apparatus designed and manufactured by Aztec to facilitate the production of Goods.

•“Drawings and CAD Models” refers to all technical documentation, 2D engineering drawings, 3D CAD files, and specifications provided by the Customer.

•“Specifications” means the technical requirements, tolerances, and quality standards defined by the Customer in the Order or accompanying documentation.

•“Force Majeure” means any event or circumstance beyond Aztec’s reasonable control which prevents or delays performance of its obligations, including but not limited to natural disasters, acts of government, labour disputes, and supply chain disruptions.

•“Terms” means these Terms and Conditions of Sale, including any appendices or referenced documents.

2. General

2.1 These Terms and Conditions (“Terms”) govern all quotations, sales, and work performed by Aztec Composites Ltd for the customer (“Customer”).

2.2 By placing an order with Aztec, the Customer agrees to be bound by these Terms.

2.3 No other terms or conditions submitted by the Customer shall apply unless expressly agreed to in writing by Aztec.

3. Scope of Work

3.1 Aztec manufactures composite components based on Customer-supplied drawings, CAD models, and specifications.

3.2 Aztec is responsible for the design and manufacture of tooling necessary to produce these parts unless otherwise agreed.

3.3 The Customer is solely responsible for the accuracy, completeness, and suitability of the drawings, CAD models, and specifications provided.

4. Quotations and Orders

4.1 All quotations are valid for 15 days unless otherwise stated.

4.2 An order is not binding until accepted by Aztec in writing.

4.3 Any changes to the order, drawings, or specifications must be confirmed in writing and may affect delivery times and pricing.

5. Tooling

5.1 Tooling designed and manufactured by Aztec remains the property of Aztec unless a specific tooling purchase agreement is made.

5.2 Tooling charges quoted are for design, manufacture, and use during production at Aztec facilities.

5.3 Tool maintenance and storage will be provided for the production life of the parts, unless otherwise agreed.

5.4 Aztec shall retain all tooling for a period of two (2) years following the last production date. Thereafter, continued storage of tooling may be subject to additional charges for which the customer shall be responsible. If the customer does not provide written instructions regarding the tooling within sixty (60) days after the two-year retention period, Aztec reserves the right to securely dispose of the tooling at its discretion without further liability.

6. Intellectual Property

6.1 All intellectual property in Customer-supplied drawings and models remains the property of the Customer.

6.2 Any tooling designs and manufacturing processes developed by Aztec remain the intellectual property of Aztec unless expressly transferred in writing.

6.3 The Customer warrants that its designs and specifications do not infringe any third-party rights and agrees to indemnify Aztec against any such claims.

7. Pricing and Payment

7.1 Prices are exclusive of VAT and any applicable duties unless otherwise stated.

7.2 Payment terms are 30 days from the date of invoice, unless otherwise agreed in writing.

7.3 Late payments may incur interest at 2% per month above the Bank of England base rate and may result in suspension of ongoing work.

8. Delivery and Risk

8.1 Delivery dates are estimates only and not guaranteed.

8.2 Risk passes to the Customer upon dispatch from Aztec’s premises.

8.3 Aztec shall not be liable for delays or failures in delivery due to circumstances beyond its control (force majeure).

9. Inspection and Acceptance

9.1 The Customer shall inspect goods within 7 days of receipt and notify Aztec in writing of any defects or non-conformance.

9.2 Failure to provide such notice shall constitute acceptance of the goods.

9.3 Aztec shall, at its option, repair or replace defective parts proven to be the result of manufacturing defects, provided such notice is received within 30 days of delivery.

10. Liability

10.1 Aztec’s liability is limited to the value of the goods supplied.

10.2 Aztec is not liable for indirect, incidental, or consequential losses, including loss of profits or business.

10.3 No warranty is given for part performance if used outside of agreed specifications or without proper handling.

11. Termination

11.1 Either party may terminate the contract by written notice if the other materially breaches any provision and fails to remedy the breach within 30 days.

11.2 Aztec may terminate or suspend any order if the Customer becomes insolvent, enters liquidation, or fails to make payments.

12. Confidentiality

12.1 Both parties shall keep confidential all technical, commercial, and proprietary information received during the course of business.

12.2 This obligation shall survive the termination of any agreement.

13. Governing Law and Jurisdiction

13.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.

13.2 Any disputes shall be subject to the exclusive jurisdiction of the English courts.

14. Miscellaneous

14.1 No waiver by Aztec of any breach of these Terms shall be considered a waiver of any subsequent breach.

14.2 If any provision of these Terms is held to be invalid, the remaining provisions shall remain in full force.

14.3 These Terms represent the entire agreement between the parties and supersede any prior understandings or agreements.

15. Non-Disclosure and Confidentiality

15.1 Confidentiality Obligations: Each party agrees to keep strictly confidential all Confidential Information received from the other party in connection with any Order, Quotation, or communication. Confidential Information may only be used for the purpose of fulfilling obligations under these Terms.

15.2 Permitted Disclosure: Confidential Information may only be disclosed:

• (a) to employees, agents, or subcontractors who have a legitimate need to know and are under confidentiality obligations no less restrictive than those herein;

• (b) if required by law or regulation, provided that the disclosing party gives prior notice (where legally permissible) and cooperates to limit the disclosure.

15.3 Exclusions: Confidential Information does not include information that:

• (a) is or becomes public through no fault of the receiving party;

• (b) was lawfully known by the receiving party prior to disclosure;

• (c) is independently developed without use of the disclosing party’s information; or

• (d) is rightfully obtained from a third party without breach of confidentiality.

15.4 Return or Destruction: Upon request or termination of the business relationship, each party shall return or securely destroy all Confidential Information belonging to the other party.

15.5 Duration: These confidentiality obligations shall survive indefinitely following the termination or completion of any agreement between the parties.