Terms and conditions of supply

These terms govern orders accepted by Zephyr Group Ltd for composite parts, tooling, development work and related services. They should be read with our written quotation or order acknowledgement, which records the agreed specification, price and delivery arrangements.

1 Definitions and contract documents

1.1 “Zephyr”, “we” and “us” mean Zephyr Group Ltd. “Customer” means the business placing an order. “Goods” include parts, patterns, moulds and other physical items supplied by us. “Services” include design, development, machining, lay-up, curing, trimming, fitting, inspection and other agreed work. “Order” means an order accepted by us in writing.

1.2 An Order consists of our written acceptance, the accepted quotation and these terms. An agreed statement of work or technical specification forms part of the Order. In the event of conflict, a written document expressly signed by authorised representatives of both parties takes priority, followed by our order acknowledgement, quotation, specification and these terms. Customer purchase order terms apply only if we expressly accept them in writing.

1.3 A quotation is valid for 30 days unless it says otherwise. An order is binding when we accept it in writing or begin work. Changes require written agreement.

2 Technical information and customer responsibilities

2.1 The Customer shall provide current, complete drawings and revisions, specifications, CAD data, material and process requirements, inspection criteria, and any special customer or regulatory requirements before work begins. The Customer is responsible for its design and for the suitability of free-issued material and tooling unless we expressly accept design responsibility in writing.

2.2 We may rely on the information supplied. The Customer shall promptly answer technical queries, approve concessions and provide access to any necessary mating parts, fixtures or boundary samples. Delays or changes caused by incomplete or revised information may change the price and delivery date.

2.3 We shall not substitute materials or depart from an agreed specification without the Customer’s written approval where approval is required. Any agreed concession applies only to the identified items and quantity.

3 Price and changes

3.1 Prices are those in our accepted quotation and exclude VAT, carriage, duties and taxes unless expressly stated otherwise. The quotation assumes the volumes, schedule, scope and customer inputs stated in it.

3.2 If the Customer changes drawings, quantities, schedule, acceptance criteria or scope, or if customer-supplied items are late or unsuitable, we may issue a revised price and delivery programme. We will not be obliged to carry out the change until agreed in writing. Work already performed and reasonable committed costs remain payable.

3.3 Cancellation or postponement requires our written agreement. The Customer shall pay for work done, material and subcontract commitments reasonably incurred, and reasonable cancellation costs. We shall take reasonable steps to reduce avoidable costs.

4 Invoicing and payment

4.1 Unless the quotation or order acknowledgement states otherwise, invoices are due 30 days from the invoice date. We may invoice on agreed milestones, delivery, completion of Services or when Goods are ready for collection, as applicable. VAT is added at the applicable rate.

4.2 The Customer shall notify us promptly of a good-faith invoice dispute, explain the amount disputed and pay the undisputed balance when due. A product rejection does not by itself suspend payment for other conforming Goods or Services.

4.3 If an undisputed amount is overdue, we may, after written notice, suspend further work or delivery and charge statutory interest and applicable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

5 Delivery, risk and title

5.1 Delivery dates are estimates unless expressly agreed as fixed dates. We shall advise the Customer of material delays. Unless stated otherwise, Goods are made available for collection at our premises; carriage and packaging arrangements will be stated in the quotation or order acknowledgement.

5.2 Risk passes to the Customer on delivery to the agreed delivery point or, where the Customer collects, when the Goods are collected. If the Customer does not collect within 10 working days after notice that the Goods are ready, we may charge reasonable storage and handling costs after giving further notice.

5.3 Title in Goods supplied by Zephyr passes only when all sums due for those Goods have been paid in full. The Customer shall keep unpaid Goods identifiable and insured. Title to Customer-owned free-issued material and tooling remains with the Customer.

6 Inspection, rejection and return of Goods

6.1 The Customer shall inspect Goods within a reasonable time after delivery and notify us in writing of an alleged nonconformity as soon as reasonably practicable after discovery. The notice shall identify the part number, revision, batch or serial number, quantity, delivery reference, the requirement allegedly not met, and supporting measurements or photographs where available.

6.2 The Customer shall segregate affected Goods, preserve their condition and allow us a reasonable opportunity to investigate. The parties will agree whether physical return, on-site inspection or other evidence is appropriate. The Customer shall not scrap, repair, rework or alter disputed Goods before our assessment without our written agreement, except where reasonably necessary to prevent loss or damage.

6.3 Unless we agree in writing to inspect the Goods at the Customer’s site or to assess the claim from agreed evidence, the Customer must ensure that the rejected Goods reach us within 28 calendar days of its written rejection notice. We will provide the return address and any required reference promptly. The period is extended for any delay caused by us in providing the return instructions.

6.4 If the rejected Goods have not been returned within that period, the rejection will not be accepted under this returns process and the full invoiced price remains payable. We may invoice any amount withheld for those Goods or reverse a provisional credit. This does not exclude a claim for a latent defect that could not reasonably have been discovered earlier, or any right that cannot lawfully be excluded.

6.5 A return or rejection notice is not acceptance of liability. If we confirm a nonconformity for which we are responsible, we will agree a proportionate remedy under clause 7 and reimburse reasonable agreed return carriage. If the Goods conform, the Customer bears the return and redelivery costs.

7 Quality and remedies

7.1 We shall manufacture to the accepted drawing revision, specification and agreed acceptance criteria, and perform Services with reasonable care and skill. The Customer shall tell us of any flow-down, traceability or certification requirements before the quotation is accepted.

7.2 Where we are responsible for confirmed nonconforming Goods, we may, acting reasonably and after consulting the Customer, repair or rework them, replace them, or credit or refund their price. Any repair or concession that requires Customer approval will not proceed without that approval.

7.3 We are not responsible to the extent a nonconformity results from the Customer’s design, drawings, instructions, materials or worn or damaged Customer-owned tooling, or from subsequent handling, storage, modification or assembly by others, unless our own breach also contributed. We will flag issues that become apparent to us in the ordinary course of the work.

7.4 A rejected part remains subject to the identification and return procedure in clause 6. Any separate corrective action, 8D or containment process agreed with the Customer will be followed in addition to that procedure.

8 Free-issued materials, patterns and moulds

8.1 Customer-owned tooling and free-issued materials remain the Customer’s property. The Customer shall supply them in suitable condition, with sufficient quantity and accurate identification. We shall take reasonable care of them while in our possession and use them only for the Customer’s work or as otherwise authorised.

8.2 Tool wear, damage, repairs or changes outside the agreed scope will be reported and the parties will agree the next action and price before substantive repair or replacement. We may pause production where continuing would put quality or tooling at risk. Normal wear from agreed use is not, by itself, a breach by us.

8.3 Storage of patterns and moulds is not included in the quoted price unless expressly stated. Storage charges may apply after completion of the agreed work or the last production run. We will state the rate and the date charges begin in the quotation, order acknowledgement or a written notice before any storage charge accrues. The Customer shall arrange collection or agree continued storage. We will give reasonable written notice and an opportunity to collect before any disposal. Customer-owned patterns and moulds remain the Customer’s property while stored by us.

9 Intellectual property and confidentiality

9.1 Each party retains intellectual property it owned before the Order or developed independently. The Customer retains its drawings and product design; we retain our manufacturing methods, know-how, templates and independently developed processes.

9.2 Ownership and permitted use of project-specific design files, patterns, moulds and other developed intellectual property shall be stated in the quotation or a separate written agreement. Payment for manufacturing alone does not transfer a party’s pre-existing intellectual property.

9.3 Each party shall keep the other’s non-public technical and commercial information confidential, use it only for the Order, and disclose it only to personnel and subcontractors who need it and are bound to protect it. This does not apply to information already public through no breach, independently developed, lawfully obtained from another source or required by law to be disclosed.

9.4 Neither party may publish the other’s name, logo, products or relationship in publicity without prior written consent. A separate signed NDA takes priority where it imposes stricter protection.

10 Liability

10.1 Neither party excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited.

10.2 Subject to clause 10.1 and to the extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of production or loss of business opportunity. This does not prevent recovery of the direct cost of the affected Goods or Services under an agreed remedy.

10.3 Subject to clause 10.1 and to the extent permitted by law, our total liability arising from an Order shall not exceed 125% of the price paid or payable for that Order. The parties may agree a different limit in writing, with any associated insurance or price adjustment, before accepting the Order.

11 Suspension, termination and events beyond control

11.1 Either party may terminate an Order if the other commits a material breach and does not remedy it within 14 days of written notice, or becomes insolvent. We may suspend performance for overdue undisputed invoices after giving written notice and a reasonable opportunity to pay.

11.2 On termination, the Customer shall pay for conforming Goods delivered, Services performed, and reasonable non-cancellable commitments made for the Order. Each party shall arrange return of the other’s property, subject to payment of sums properly due and any lawful lien.

11.3 Neither party is liable for delay caused by events beyond its reasonable control, provided it promptly informs the other, takes reasonable steps to limit the effects and resumes performance when practicable. If the delay continues for more than 60 days, either party may terminate the affected unperformed portion of the Order by written notice.

12 General

12.1 Notices under these terms shall be sent in writing to the business email or registered office last notified by the receiving party. Operational quality notices may also be sent to the quality contact specified on the Order.

12.2 A delay in enforcing a right is not a waiver. If any provision is unenforceable, the remaining provisions continue to apply. Neither party may assign an Order without the other’s written consent, not to be unreasonably withheld, except to a successor to substantially all of its business.

12.3 These terms and each Order are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. These terms apply only to business customers.