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BRUCOM DISTRIBUTION LTD

Version 2026

1. Definitions

In these Terms and Conditions:

1.1 "Buyer" means the person, company, partnership, organisation or other entity purchasing Goods or Services from Brucom

Distribution Ltd.

1.2 "Seller" means Brucom Distribution Ltd.

1.3 "Goods" means all products, assemblies, wiring harnesses, cable assemblies, PCB assemblies, control panels, components,

tooling, software, documentation, test reports and related items supplied by the Seller.

1.4 "Services" means engineering, design, testing, programming, assembly, inspection, consultation and any other services supplied

by the Seller.

1.5 "Contract" means any agreement between the Seller and the Buyer incorporating these Terms.

2. Application

2.1 These Terms apply to all quotations, orders, sales and deliveries made by the Seller.

2.2 Any terms submitted by the Buyer shall not apply unless expressly agreed in writing by a Director of the Seller.

2.3 Acceptance of delivery, payment of an invoice or placement of an order constitutes acceptance of these Terms.

3. Quotations

3.1 Quotations remain valid for 30 days unless otherwise stated.

3.2 Quotations are based upon information provided by the Buyer at the time of quotation.

3.3 The Seller reserves the right to amend quotations where:

  • Material costs change;
  • Labour costs change;
  • Exchange rates fluctuate materially;
  • Specifications are altered;
  • Errors or omissions are identified.

4. Orders

4.1 Orders shall not become binding until accepted by the Seller.

4.2 Purchase orders must clearly identify:

  • Part number;
  • Revision level;
  • Quantity;
  • Delivery requirements;
  • Applicable specifications.

4.3 Verbal instructions shall not be binding unless confirmed in writing.

5. Prices

5.1 Prices exclude VAT unless stated otherwise.

5.2 Prices are based upon prevailing material, labour, transport and energy costs.

5.3 The Seller reserves the right to adjust prices where significant increases occur in:

  • Raw materials;
  • Purchased components;
  • Freight;
  • Customs duties;
  • Energy costs;
  • Regulatory compliance costs.

6. Payment

6.1 Payment terms are strictly 30 days from invoice date unless otherwise agreed.

6.2 Time for payment shall be of the essence.

6.3 The Seller reserves the right to:

  • Suspend deliveries;
  • Require advance payment;
  • Withdraw credit facilities where invoices remain overdue.

6.4 Interest shall be charged on overdue accounts at 8% above the Bank of England Base Rate in accordance with the Late

Payment of Commercial Debts legislation.

7. Delivery

7.1 Delivery dates are estimates only.

7.2 The Seller shall not be liable for any loss arising from delivery delays.

7.3 Partial deliveries may be made.

7.4 Risk passes upon delivery to the Buyer, carrier or collection agent.

8. Inspection and Acceptance

8.1 The Buyer shall inspect Goods immediately upon receipt.

8.2 Shortages, transit damage or defects visible upon delivery must be reported within 3 Business Days.

8.3 Failure to notify the Seller within this period shall constitute acceptance of the Goods.

9. Engineering Changes

9.1 The Seller shall manufacture in accordance with the latest written revision provided by the Buyer.

9.2 Engineering changes must be submitted in writing.

9.3 The Seller shall not be liable for errors resulting from outdated, incorrect or conflicting information supplied by the Buyer.

9.4 Any engineering change may result in revised pricing, lead times and minimum order quantities.

10. Product Changes and Component Obsolescence

10.1 The Seller reserves the right to substitute components, materials, manufacturing processes, suppliers or equipment where

functionality, fit, form, performance, safety and regulatory compliance are not materially affected.

10.2 Where a specified component becomes obsolete or unavailable, the Seller may propose a suitable alternative.

10.3 Any resulting cost increase shall be payable by the Buyer.

11. Customer Supplied Material

11.1 Customer supplied components remain the responsibility of the Buyer.

11.2 The Seller shall not be liable for failures caused by customer supplied material.

11.3 The Seller reserves the right to reject unsuitable material.

12. Warranty

12.1 For Brucom Manufactured products, the Seller warrants Goods against defects in workmanship for a period of 12 months from delivery.12.2 The warranty is limited to repair, replacement or credit at the Seller's sole discretion.12.3 Warranty does not cover:

  • Misuse;
  • Abuse;
  • Incorrect installation;
  • Improper storage;
  • Modification by third parties;
  • Normal wear and tear;
  • Customer supplied material.

12.4 For third part components distributed through Brucom's online shop, no warranty is offered.

12.5 No warranty is provided beyond that expressly stated in these Terms.

13. Returns and RMAs

13.1 No Goods may be returned without a Return Material Authorisation (RMA).

13.2 The Buyer must provide evidence to support their claim for return (images or video).

13.3 For third part items sold through the Brucom online shop, the Buyer must request a return within 7 days of receiving the goods.13.4 The Seller reserves the right to inspect all returned Goods before accepting liability.13.5 Returned Goods must be properly packaged and accompanied by supporting information.

13.6 Refund for returned items is at the Seller's sole discretion.

14. Tooling

14.1 Tooling owned by the Seller shall remain the property of the Seller.14.2 Customer-funded tooling shall remain the property of the Buyer unless otherwise agreed.14.3 The Seller may charge storage, maintenance or refurbishment costs for customer-owned tooling.14.4 The Seller accepts no liability for tooling stored beyond five years without production activity.

15. Intellectual Property

15.1 All intellectual property created by the Seller shall remain the Seller's property unless otherwise agreed in writing.15.2 Drawings, software, test procedures, fixtures and manufacturing methods remain confidential.

16. Confidentiality

16.1 Both parties shall keep confidential all technical and commercial information obtained during the Contract.16.2 Confidentiality obligations shall survive termination.

17. Data Protection

17.1 Both parties shall comply with the UK GDPR and Data Protection Act 2018.17.2 Personal data shall only be processed for legitimate business purposes.

18. Export Controls and Sanctions

18.1 The Buyer shall comply with all applicable export control laws and sanctions regulations.18.2 The Seller reserves the right to refuse supply where compliance concerns exist.

19. Anti-Bribery and Modern Slavery

19.1 Both parties shall comply with:

  • The Bribery Act 2010;
  • The Modern Slavery Act 2015.

19.2 Any breach may result in immediate termination of the Contract.

20. Limitation of Liability

20.1 Nothing in these Terms excludes liability for:

  • Death or personal injury caused by negligence;
  • Fraud;
  • Any liability that cannot legally be excluded.

20.2 Subject to Clause 20.1, the Seller shall not be liable for:

  • Loss of profit;
  • Loss of revenue;
  • Loss of business;
  • Loss of contracts;
  • Production downtime;
  • Indirect or consequential losses.

20.3 The Seller's total aggregate liability shall not exceed the amount paid by the Buyer for the affected Goods or Services.

20.4 Where Goods are incorporated into a larger assembly, machine, vehicle, control system, electrical system or product,Brucom's liability shall be limited solely to the repair, replacement or credit of the affected Goods. Under no circumstances shallBrucom be liable for costs associated with removal, reinstallation, recall campaigns, field service activity, production downtime,vehicle downtime, or consequential losses.

21. Retention of Title

21.1 Ownership of Goods shall remain with the Seller until payment has been received in full.21.2 Until ownership transfers, the Buyer shall:

  • Store Goods separately;
  • Clearly identify Goods as Seller property;
  • Maintain adequate insurance.

22. Force Majeure

22.1 The Seller shall not be liable for delay or failure resulting from events outside its reasonable control including:

  • War;
  • Terrorism;
  • Fire;
  • Flood;
  • Pandemic;
  • Labour disputes;
  • Supply chain disruption;
  • Utility failures;
  • Government restrictions.

23. Termination

23.1 The Seller may terminate the Contract immediately where:

  • Payment is overdue;
  • The Buyer becomes insolvent;
  • The Buyer commits a material breach.

24. Governing Law

24.1 These Terms shall be governed by the laws of England and Wales.24.2 The Courts of England and Wales shall have exclusive jurisdiction.

25. Entire Agreement

25.1 These Terms constitute the entire agreement between the parties.25.2 No variation shall be valid unless agreed in writing by an authorised representative of the Seller.

SCHEDULE A

WIRING HARNESS & CABLE ASSEMBLY REQUIREMENTS


A1 Scope

This Schedule applies to all wiring harnesses, cable assemblies, overmoulded assemblies, battery cables, box builds andelectromechanical assemblies supplied by Brucom Distribution Ltd.

A2 Customer Specifications

The Buyer is responsible for providing:

  • Approved drawings
  • BOMs
  • CAD data
  • Revision levels
  • Technical specifications
  • Applicable standards

Brucom shall not be responsible for errors, omissions or inconsistencies contained within customer documentation.

A3 Revision Control

The Buyer shall clearly identify revision status on all documentation.Brucom shall manufacture to the latest revision formally received and acknowledged before production release.Brucom shall not be liable for costs arising from:

  • Uncommunicated revisions
  • Verbal instructions
  • Superseded drawings
  • Incorrect customer data

A4 First Article Approval

Where requested, first article samples shall be approved by the Buyer before volume production.Any subsequent design changes may require further first article approval.Additional costs may apply.

A5 Manufacturing Tolerances

Unless otherwise specified:

  • Cut length tolerance ±1%
  • Strip length tolerance ±0.5 mm
  • Crimp height per tooling specification
  • Visual acceptance per IPC/WHMA-A-620 current revision

A6 Alternative Components

Where specified components become unavailable, obsolete or subject to excessive lead times, Brucom may propose technicallyequivalent alternatives.Lead times and pricing may be adjusted accordingly.

A7 Testing

Unless otherwise agreed in writing:100% continuity testing shall be performed where practical.Additional testing including:

  • Insulation resistance
  • Hi-pot
  • Functional testing
  • Load testing
  • CANBUS verification
  • Network testing

must be specifically requested by the Buyer.

A8 Customer Acceptance

Acceptance testing by Brucom does not guarantee suitability of the assembly within the Buyer's final product.Final system validation remains the responsibility of the Buyer.

A9 Overmoulded Products

Overmould materials may vary slightly in:

  • Colour
  • Surface finish
  • Hardness

without affecting functionality.Minor cosmetic variations shall not constitute defects.

A10 Warranty Exclusions

Warranty shall not cover:

  • Incorrect installation
  • Cable abuse
  • Excessive bending
  • Mechanical impact
  • Chemical attack
  • UV degradation
  • Environmental exposure outside specification
  • Improper strain relief
  • Connector damage caused during installation

A11 Traceability

Where traceability is requested:

  • Additional charges may apply
  • Retention periods shall be agreed in advance

Standard production records shall be retained at Brucom's discretion.


SCHEDULE B


PCB ASSEMBLY & ELECTRONIC MANUFACTURING REQUIREMENTS

B1 Scope

This Schedule applies to:

  • PCB Assemblies
  • Surface Mount Assemblies
  • Through-Hole Assemblies
  • Box Builds
  • Control Panels
  • Programmed Electronics

B2 Design Responsibility

Unless expressly agreed in writing, Brucom acts solely as a manufacturer.The Buyer retains responsibility for:

  • Circuit design
  • Schematic accuracy
  • Firmware functionality
  • EMC compliance
  • Product safety
  • Regulatory approvals

B3 Customer Supplied Data

The Buyer shall provide:

  • Gerber files
  • Pick and place files
  • Assembly drawings
  • BOMs
  • Programming requirements
  • Revision information

Brucom shall not verify design suitability unless separately contracted to do so.

B4 Component Procurement

Quoted prices are based upon component availability at the time of quotation.Prices and lead times may change due to:

  • Component shortages
  • Allocation restrictions
  • Market fluctuations
  • Obsolescence

B5 Counterfeit Prevention

Brucom will use reasonable efforts to procure components from authorised sources.Where the Buyer specifies non-authorised sourcing, all associated risk remains with the Buyer.

B6 Programming

Where firmware loading is provided either directly or through a 3rd party:

  • The Buyer shall provide approved files
  • The Buyer shall verify software functionality

Brucom shall not be liable for software defects.

B7 Functional Testing

Standard manufacturing inspections do not constitute full product validation.Unless otherwise agreed, testing is limited to:

  • Visual inspection
  • AOI inspection where available
  • Electrical testing where specified

B8 ESD Requirements

Products shall be manufactured using reasonable ESD control procedures.Brucom shall not be liable for latent failures that cannot reasonably be detected during manufacture.B9 RoHS and ComplianceBrucom shall manufacture using compliant materials where specified by the Buyer.Responsibility for final product certification remains with the Buyer.

B10 Warranty Exclusions

Warranty shall not cover failures caused by:

  • Design defects
  • Software defects
  • Firmware defects
  • Incorrect specifications
  • Third-party components
  • User modification

B11 Data Retention

Manufacturing records may be retained for up to seven years unless otherwise agreed.Extended retention may incur additional charges.


SCHEDULE C

CUSTOMER QUALITY, TRACEABILITY & SUPPLY REQUIREMENTS

C1 Quality Standards

Unless otherwise specified:

  • Wiring assemblies shall be manufactured to IPC/WHMA-A-620.
  • Electronic assemblies shall be manufactured to IPC-A-610.

Current revisions shall apply.

C2 Non-Conforming Product

Where a non-conformance is identified, Brucom may:

  • Repair
  • Rework
  • Replace
  • Credit

at its sole discretion.

C3 Supplier Performance

Brucom does not guarantee:

  • Zero defects
  • Zero delays
  • Unlimited capacity

Reasonable commercial efforts shall be applied at all times.

C4 Customer Audits

Reasonable audit requests shall be accommodated with prior notice.

Confidential information relating to other customers shall remain protected.

C5 Forecasts

Forecasts supplied by the Buyer are for planning purposes only and do not constitute purchase commitments.

Brucom reserves the right to procure material based upon forecast information where agreed.

C6 Excess and Obsolete Stock

Where stock is purchased specifically for the Buyer:

  • Cancellation charges may apply.
  • The Buyer may be required to purchase excess inventory.

C7 Minimum Order Quantities

Brucom reserves the right to apply minimum order quantities and minimum order values.

C8 Capacity and Lead Times

Lead times are estimates only.Production capacity shall be allocated on a first-confirmed basis unless otherwise agreed.

C9 Record Retention

Unless otherwise agreed:

  • Test records retained 3 years.
  • Manufacturing records retained 3 years.
  • Calibration records retained 3 years.

Extended retention may incur charges.

C10 Force Majeure Supply Events

Brucom shall not be liable for delays caused by:

  • Component shortages
  • Global logistics disruption
  • Utility failures
  • Industrial action
  • Pandemics
  • Government restrictions

C11 Limitation of Recovery

Under no circumstances shall Brucom be liable for:

  • Production downtime
  • Recall costs
  • Field service costs
  • Loss of profit
  • Loss of business
  • Consequential losses

except where liability cannot legally be excluded.

C12 Continuous Improvement

Brucom reserves the right to improve:

  • Manufacturing methods
  • Tooling
  • Equipment
  • Software systems
  • Inspection processes

provided product fit, form and function are not materially affected.