Terms and Conditions of Supply 

1. INTERPRETATION

In these Conditions: -

"Bromford"                    Means Bromford Industries Limited, Pegasus House, Bromford Gate, Bromford Lane, Birmingham. United Kingdom. B24 8DW Registered in England number: 00474681, or any of the companies within Bromford’s Group of Companies who have provided a quote upon which an Order is placed;

"Buyer"                          Means the person, firm or company placing an Order for Goods or Services with Bromford;

"Conditions"                   Means these standard terms and conditions of sale set out in this document and includes any special conditions agreed in                          writing between the Buyer and Bromford;

"Contract"                      Means a written Order for Goods which (provided and to the extent that it is accepted by Bromford) will together with these Conditions, form the contract;

"Goods"                         Means the goods which are the subject of an Order;

"Group of Companies"     Means the group of companies comprising the Buyer or Bromford (as the case may be) and all companies which are from time to time its subsidiaries, holding companies or subsidiaries of such holding companies ("subsidiary" and "holding company" to have the meaning ascribed thereto in Section 1159 of the United Kingdom Companies Act 2006);

“Instalment”                   Means a part of the Goods or Services to be provided by Bromford pursuant to an Order;

"Order"                          Means an order placed by the Buyer on Bromford for the supply of Goods or Services (as amended from time to time in or accordance with these Conditions);

“Party”                           Means each of Bromford and the Buyer and “Parties” shall mean Bromford and the Buyer collectively;

"Price"                           Means the price quoted by Bromford to the Buyer for the Goods or Services (as adjusted from time to time in accordance                         with these Conditions);

"Schedule"                     Means any delivery schedule issued in relation to the delivery of Goods and/or Services;

"Services"                      Means the services (if any) which are the subject of an Order;

"Specification"                Means the specification, design and any additional drawings or information relating to the Goods and/or Services provided to Bromford in writing at the time of Bromford's quote as varied by any concessions agreed by Bromford and the Buyer in writing from time to time;

"Warranty Period"           Means a period of 12 months from the date of delivery of Goods or completion of the Services.

2. FORMATION OF CONTRACT

2.1. Any quotations, offers and tenders provided by Bromford or the Buyer and any Orders and Schedules which are accepted by Bromford are subject to these Conditions. Except as otherwise provided in these Conditions, all other terms, conditions or warranties are excluded from any contract between Bromford and the Buyer unless expressly accepted in writing by Bromford. For the avoidance of doubt, any conditions of purchase submitted at any time by the Buyer shall not apply to the Contract and any failure by Bromford to challenge any such conditions of purchase shall not imply acceptance by Bromford.

2.2. If there is a conflict between these Conditions, the terms of an Order or the Specification, the conflict shall be resolved in accordance with the following order of precedence: 1) Order; 2) Specification; 3) these Conditions.

2.3. Any quotation given by Bromford shall not constitute an offer. All quotations given by Bromford shall only be available for acceptance for the period set out within the quote and may be withdrawn by Bromford at any time by written or oral notice.

2.4. If any statement or representation has been made to the Buyer by Bromford or its officers or employees upon which the Buyer wishes to rely it shall only be entitled to do so if Bromford confirms in writing to the Buyer that the Buyer is entitled to rely on the statement or representation (any such confirmation to be signed by a director of Bromford).

2.5. Prices are quoted by Bromford on the basis of the exclusions and limitations of liability set out in these Conditions. If the Buyer wishes Bromford to consider accepting a higher limit of liability, the Buyer shall submit a written request to Bromford and Bromford may then quote a revised price taking account of the increased risks accepted by Bromford and any increased insurance premium to be borne by Bromford. Bromford shall not be under any obligation to agree to any higher limitation of liability requested by the Buyer.

2.6. An Order or Schedule given by the Buyer is not binding on Bromford until accepted in writing or until Bromford makes delivery under that Order or Schedule (whichever occurs first) at which point and on which date the Contract shall come into existence.

2.7. The Buyer may from time to time issue Schedules of its anticipated requirements for Goods over a specified period ("Schedule Period"). In the Schedule the Buyer shall provide precise information detailing the type and quantity of, and delivery dates for Goods required by the Buyer during an initial period agreed by the parties in an Order, or (if there is no Order) Bromford shall advise the Buyer of, the initial period under the Schedule (“Fixed Period”). The Fixed Period of any Schedule shall constitute a binding Order from the Buyer which may be accepted by Bromford in accordance with clause 2.6. In the Schedule, the Buyer shall provide a forecast of its likely requirements for Goods in any Schedule Period following the Fixed Period.

2.8. The Buyer acknowledges and agrees that Bromford may be making up-front investments and commitments in order to satisfy the Buyer's anticipated requirements (including any forecasts given by the Buyer for the Schedule Period pursuant to clause 2.7 above) for Goods and/or Services. In the event that such investments and commitments are made by Bromford and the Buyer fails to purchase the quantities of Goods and/or Services necessary to enable Bromford to recover those investments and commitments, Bromford shall be entitled to claim an amount equal to the unrecovered investments and commitments from the Buyer by submission of an invoice for that amount to the Buyer, provided that Bromford shall at the time of making the investment and entering into the commitments, have notified the Buyer in writing of such investments and commitments and the assumptions against which such investment and commitments are made.

3. PRICE

3.1. Unless otherwise agreed in an Order, all Prices are quoted in GBP. The parties shall be responsible for the costs and charges of packaging, insurance and transport of the Goods in accordance with the terms of FCA Bromford’s premises as specified in the Order (Incoterms® 2010).

3.2. The Price shall be exclusive of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by Bromford to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from Bromford, pay to Bromford such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

3.3. The Price shall be exclusive of any customs, handling, import and/or export duties, and any other tariffs in relation to the supply of the Goods and/or Services, which shall be payable by the Buyer in addition at the same time as payment is due for the supply of the Services or Goods.

3.4. As between Bromford and the Buyer, Bromford is solely responsible for the collection, remittance and payments of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the export of the Goods and the Buyer is solely responsible for the collection, remittance and payments of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the import of the Goods and the cost of transportation of the Goods through any country.

3.5 The Price for the Services shall be calculated on a time and materials basis:

3.5.1 the charges shall be calculated in accordance with Bromford’s daily fee rates, as set out in the Order; and

3.5.2 Bromford shall be entitled to charge the Buyer for any expenses reasonably incurred by the individuals whom Bromford engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Bromford for the performance of the Services, and for the cost of any materials.

3.6. Notwithstanding clauses 2.3 and 3.8, Bromford reserves the right to increase the Price at any time by giving the Buyernot less than 14 days’ notice in writing, to reflect any increases in the cost of labour, materials, overheads or changes in economic batch quantities affecting the cost of supplying the Goods or performing the Services which is due to any factor beyond the control of Bromford. If reasonably requested by the Buyer, Bromford will provide the Buyer with reasonable evidence of such increased costs (provided that Bromford shall not be obliged to provide information which would result in it breaching any obligations of confidentiality which it owes to third parties).

3.7. Notwithstanding clauses 2.3 and 3.8, Bromford shall be entitled at any time by giving the Buyer not less than 14 days’ written notice to increase the Price to reflect any increase in the cost of the Goods and/or Services that is due to any alteration in the quantity, design or Specification of the Goods and/or Services requested by the Buyer, any changes in the timescales for delivery of the Goods or completion of the Services requested by the Buyer, or the acts or omissions of the Buyer or its servants or agents.

3.8. Without prejudice to clauses 3.6 and 3.7, in the event that Bromford has agreed with the Buyer in writing that the Price shall remain fixed for a certain period of time ("Fixed Price Period"), Bromford reserves the right at any time upon expiry of the Fixed Price Period to vary the Price. Bromford shall give to the Buyer 30 days written notice of any such change in the Price.

4. PAYMENT

4.1. Bromford shall (subject to clause 4.6) be entitled to submit its invoice upon delivery of the Goods or completion of the Services or at any time afterwards except that where delivery has been delayed at the request of or by the default of the Buyer or where the Buyer fails to take delivery of the Goods or Services on the delivery date, Bromford may submit its invoice at any time after the Goods are ready for delivery or the Services are ready to be performed or would have been ready in the ordinary course but for the Buyer’s request, default or failure.

4.2. Where Goods are delivered by instalments or Services are to be performed in instalments Bromford may invoice each instalment separately and the Buyer shall pay such invoices in accordance with these Conditions.

4.3. Subject to clause 4.6, all invoices shall be due and payable in full in cleared funds 30 days after the end of the month of delivery of the Goods or completion of the Services to which the invoice relates. The currency of payment shall be that stated in the invoice.

4.4. The Buyer shall not be entitled to make any withholdings or deductions from amounts due to Bromford or exercise any rights of set-off. In the event that the Buyer disputes any amounts due under an invoice in good faith, the Buyer shall notify Bromford in writing within 7 days of the date of Bromford's invoice and such notification sets out in detail the nature of the Buyer's dispute. Bromford will then investigate the dispute and the Buyer and Bromford will work together to seek to resolve the dispute promptly. In the event that the Buyer seeks to withhold payment of amounts due under the Contract, Bromford reserves the right to exercise its rights under clause 4.5 below.

4.5. If the Buyer fails to make any payments by the due date, Bromford shall be entitled, without prejudice to any other right or remedy, to do all or any of the following:-

4.5.1. to suspend any or all further deliveries and suspend any further production or works or the performance of the Services (including suspending any procurement activities related to the Goods or Services) under the Contract and under any other contract or contracts in existence between Bromford and the Buyer without notice;

4.5.2. to charge interest on any amount outstanding at the rate of 8% per annum above the Bank of England base rate, such interest being charged as a separate, continuing obligation not merging with any judgment together with any statutory debt recovery costs; and

4.5.3. to serve notice on the Buyer requiring immediate payment for all Goods and Services supplied by Bromford under this and all other contracts with the Buyer whether or not payment is otherwise due.

4.6. For supplies to a Buyer outside of the jurisdiction in which Bromford is incorporated, Bromford shall be entitled to require that payment is made by irrevocable letter of credit confirmed with a UK clearing bank approved by Bromford, at the cost of the Buyer, prior to the date of delivery of Goods or performance of Services.

5. DELIVERY

5.1. Unless otherwise stated in the Order, delivery of the Goods shall be made in accordance with FCA Bromford’s premises as specified in the Order (Incoterms® 2010).

5.2. Any dates quoted for delivery of the Goods and completion of the Services are approximate only, and the time of delivery is not of the essence. Bromford shall not be liable for any delay in delivery of the Goods or completion of the Services that is caused by an excusable delay as set out in clause 12 or the Buyer’s failure to provide Bromford with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and/or Services.

5.3. The date for delivery of Goods and performance of Services shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Buyer and in the event of the Buyer delaying in providing any such information, instructions and approvals, the time for delivery shall be extended accordingly.

5.4. Bromford may deliver Goods and perform Services in instalments in which case each instalment (or each delivery under a Schedule) shall be treated as a separate Contract governed by these Conditions. No delay in the delivery of any instalment of Goods (or any delivery under a Schedule) or any defect therein nor any delay in performance of Services shall entitle the Buyer to terminate the remaining Contracts.

5.5. Bromford will endeavour to comply with any reasonable requests by the Buyer for postponement of delivery of the Goods or completion of the Services but shall be under no obligation to do so. Where delivery of Goods or performance of Services is postponed, otherwise than due to default by Bromford, then without prejudice to all other rights and remedies available to Bromford, the Buyer shall pay all costs and expenses incurred by Bromford as a result of any such delays.

5.6. Any liability of Bromford for any shortages in delivery or any non-delivery of the Goods shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Bromford shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by an excusable delay as set out in clause 12 or the Buyer’s failure to provide Bromford with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

5.7. The Buyer shall be responsible for obtaining all import licences (including payment of any tariffs, duties, taxes and other charges) for the Goods and for the cost of the Goods’ transport through any country and shall be responsible for any delays due to such licences not being available or such tariffs, duties, taxes, charges and costs being paid when required.

6. RISK AND TITLE

6.1. Risk shall pass to the Buyer in accordance with FCA Bromford’s premises as specified in the Order (Incoterms® 2010)

6.2. Title to the Goods shall not pass to the Buyer until the earlier of:

6.2.1 the Buyer has paid to Bromford all sums (including any default interest) due from it to Bromford: (i) under all Contracts between Bromford and the Buyer (including any sums due under contracts made after the Contract) whether or not the same are immediately payable; and (ii) under all contracts between Bromford and any company within the same Group of Companies as the Buyer; and

6.2.2 the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 6.5.2.

6.3. Bromford may recover Goods in respect of which title has not passed to the Buyer at any time and the Buyer irrevocably licences Bromford, its officers, employees and agents to enter upon any premises of the Buyer, with or without vehicles, for the purpose either of satisfying itself that clause 6.4 below is being complied with by the Buyer or of recovering any Goods in respect of which title has not passed to the Buyer.

6.4. Until title to the Goods has passed to the Buyer under these Conditions, the Buyer shall:

6.4.1 store the Goods separately from other goods held by the Buyer and shall ensure that they are clearly identifiable as belonging to Bromford;

6.4.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.4.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Bromford’s behalf from the date of delivery;

6.4.4 notify Bromford immediately if it becomes subject to any of the events listed in clause 11.1.1.; and

6.4.5 give Bromford such information relating to the Goods as Bromford may require from time to time.

6.5 Subject to clause 6.6, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Bromford receives payment for the Goods. However, if the Buyer resells the Goods before that time:

6.5.1 it does so as principal and not as Bromford’s agent; and

6.5.2 title to the Goods shall pass from Bromford to the Buyer immediately before the time at which resale by the Buyer occurs.6.6 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 11.1.1., then, without limiting any other right or remedy Bromford may have:

6.6.1 the Buyer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and

6.6.2 Bromford may at any time: (i) require the Buyer’s to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and (ii) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

7. CANCELLATION

7.1. Bromford shall not be obliged to accept any cancellation of Orders by the Buyer. If Bromford exercises its discretion to accept any such cancellation, it will only do so on the condition that all costs and expenses incurred by Bromford up to the time of cancellation will be paid by the Buyer to Bromford within 30 days of the date of Bromford’s invoice.

7.2. Goods returned to Bromford without Bromford's prior written consent will not be accepted for credit.

8. VARIATIONS

8.1. No variations to the Goods or Services required by the Buyer shall be binding on Bromford unless agreed by Bromford and the Buyer in writing, including, without limitation, as part of such agreement, any change to the Price arising in consequence of the variation to the Goods or Services. If Bromford and the Buyer are unable to agree the consequential change in the Price, the Price shall be varied by reference to the extra costs incurred by Bromford in making the variation plus an appropriate profit margin as notified to the Buyer by Bromford.

8.2. If Bromford agrees to any such variation, any dates quoted for delivery of Goods or completion of the Services shall be extended accordingly.

8.3. Bromford reserves the right to deliver under or over the quantity of Goods ordered by up to and including 10% and the Buyer shall notify Bromford of the actual quantity of Goods delivered and shall pay for the quantity actually delivered.

9. SPECIFICATIONS, INFORMATION AND INTELLECTUAL PROPERTY RIGHTS

9.1. The Buyer shall be solely responsible for ensuring that the Specification and all drawings, information, advice and recommendations given to Bromford, either directly or indirectly by the Buyer, are accurate, correct and suitable for the Goods or Services (as the case may be). Examination or consideration by Bromford of the Specification and any such drawings, information, advice or recommendations shall not limit the Buyer's responsibility.

9.2. The Specification and all intellectual property rights therein shall vest in the providing party. For the avoidance of doubt, all know-how and intellectual property in the manufacturing processes, the sourcing of any materials or services, or otherwise arising out of or in connection with the supply of the Goods and/or Services (except where such materials and/or manufacturing process or services are supplied by the Buyer) shall belong to Bromford and shall remain Bromford's sole and exclusive property.

9.3. All drawings, documents, confidential records, computer software and other information supplied by or on behalf of Bromford are supplied on the express understanding that all intellectual property rights (including, but not limited to, copyright) are reserved to Bromford (or the third party licensor) and that the Buyer shall not, without the prior written consent of Bromford, disclose, give away, loan, transfer or sell any drawings, documents, records, software or other information or extracts from them or copies of them or use them in any way except in connection with the Goods in respect of which they are issued. All such drawings, documents, confidential records, computer software and other information (and all copies of the same) shall be immediately returned to Bromford upon termination of the Contract.

9.5. The Buyer shall indemnify Bromford and keep Bromford fully and effectively indemnified from and against all claims, liabilities, damages, losses, costs and expenses suffered or incurred by Bromford as a result of or in connection with any such claim or allegation made against Bromford for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Bromford’s use of any drawings, designs, Specifications or other materials provided by the Buyer in Bromford’s provision of the Goods and/or Services.

10. QUALITY AND LIABILITY

10.1. Bromford warrants that, for the Warranty Period, the Goods will:-

10.1.1. be free from defects as a result of faulty workmanship;

10.1.2. comply, in all material respects, with the Specification where practical.

10.2. Bromford warrants that, for the Warranty Period, the Services will:-

10.2.1. be performed with reasonable skill and care;

10.2.2. be performed in all material respects in accordance with the Specification.

10.3. Bromford shall not be liable for a breach of the warranties in clauses 10.1 and 10.2 unless:-

10.3.1. the Buyer gives written notice of the defect in the Goods or failure in the Services to Bromford (and in the case of Goods, if the defect is as a result of damage in transit, to the carrier), within 7 days of:-

(a) the date of delivery of the Goods or completion of the Services (where the defect would be apparent to the Buyer upon a reasonable inspection); or

(b) the date when the Buyer knew or ought reasonably to have known of the defect in the Goods or failure in the Services (where the defect or failure would not be apparent to the Buyer upon a reasonable inspection); and

10.3.2. Bromford is given a reasonable opportunity after receiving the notice to examine such Goods or Services and the Buyer (if asked to do so by Bromford) returns such Goods to Bromford for the examination to take place; and

10.3.3 the Buyer (if asked to do so by Bromford) returns such Goods to Bromford’s place of business at the Buyer’s cost.

10.4. Bromford shall not be liable for a breach of the warranty in clause 10.1 or clause 10.2 if:-

10.4.1. the defect in Goods or failure in Services arises because the Buyer failed to follow Bromford's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or Services or (if there are none) good trade practice; or

10.4.2. the Buyer alters or repairs such Goods or Services without the prior written consent of Bromford; or

10.4.3. the defect in the Goods or the failure in the Services arises from any design defect in any drawing, design, materials or Specification or any defects in material supplied or approved by the Buyer or the defect in the Goods or the failure in the Services arises from any incompatibility of the Specification with the manufacturing processes or materials used by Bromford; or

10.4.4. the Buyer makes any further use of such Goods or Services after giving a notice in accordance with clause 10.3.1; or

The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

10.4.5. the Goods or Services differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

10.5. If the Buyer makes a valid claim against Bromford based on a defect in the quality of the Goods or failure in the Services, Bromford shall, at its option, repair or replace such Goods (or the defective part) or, in the case of Services, make good the Services or refund the Price of the Goods or Services in question.

10.6. If Bromford complies with clause 10.5 it shall have no further liability for a breach of the warranty in clauses 10.1 and 10.2 in respect of the quality of the Goods or Services.

10.7. Any Goods replaced will belong to Bromford and any repaired or replacement Goods will be warranted on these Conditions for the unexpired portion of the Warranty Period.

10.8. The obligations stated above represent Bromford's quality commitments. Any terms which may otherwise be implied by statute or common law as to description, quality or fitness for purpose of the Goods or Services are excluded to the fullest extent permitted by law.

10.9. Nothing in the Contract limits or excludes Bromford’s liability for:

10.9.1. breach of the terms implied by Section 12 Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982;

10.9.2. death or personal injury caused by its negligence;

10.9.3. fraud or fraudulent misrepresentation; or

10.9.4. any other matter for which it is unlawful to limit or exclude liability.

10.10. Notwithstanding any other provision of these Conditions but without prejudice to clause 10.9, Bromford shall not have any liability whatsoever and whether arising in contract, tort (including negligence), breach of statutory duty or otherwise for any:-

10.10.1. loss of profit;

10.10.2. loss of anticipated savings;

10.10.3. loss of business;

10.10.4. loss or damage to goodwill;

10.10.5. increased production costs;

10.10.6. any costs or work related to the removal of defective Goods or Services and the installation of repaired or replacement Goods or performance of replacement Services;

10.10.7. any indirect, special or consequential losses or damages.

10.11. Without prejudice to clauses 10.9 and 10.10, Bromford's maximum total liability to the Buyer, whether in respect of one claim or a series of related claims and whether arising in contract, tort (including but not limited to negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to the Price paid for the Goods or Services (as the case may be) giving rise to the claim. Notwithstanding the foregoing, Bromford's total aggregate liability to the Buyer in any 12-month period for all Contracts entered into between the Buyer and Bromford shall not exceed the greater of (i) an amount equal to 5% of the Price paid for all Goods and Services supplied to the Buyer by Bromford in that 12 month period; or (ii) GBP 50,000.

11. TERMINATION

11.1. Bromford shall (without prejudice to rights or remedies available to Bromford) be entitled to terminate Contract without liability if: -

11.1.1. the Buyer or any member of the Buyer's Group of Companies becomes bankrupt or shall be deemed to be unable to pay its debts for the purposes of Section 123 of the United Kingdom Insolvency Act 1986 or shall enter into an arrangement with its creditors or if a resolution shall be passed or proceedings shall be commenced for the administration or liquidation of the Buyer or any member of the Buyer's Group of Companies (other than for a voluntary solvent winding up for the purposes of reconstruction or amalgamation), or if a receiver or manager shall be appointed of all or any part of the Buyer's assets or undertaking or the assets or undertaking of any member of the Buyer's Group of Companies, or if anything analogous to the foregoing occurs under the laws of any jurisdiction or if Bromford reasonably anticipates that any of the foregoing events are likely to occur;

11.1.2. the Buyer commits or allows to be committed any material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so; or

11.1.4 the Buyer fails to pay any undisputed amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

11.2 Bromford shall be entitled to terminate the contract for convenience at any time on giving the Buyer not less than [NUMBER] days’ written notice.

11.3 For the purposes of clause 11.1.2, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit of which Bromford would otherwise derive from a substantial portion of the Contract over the term of the Contract. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

11.4. In the event of termination (howsoever arising):

11.4.1. all amounts owing to Bromford shall become immediately due and payable including, without limitation, the Price for all Goods and Services supplied, all unrecovered investments and commitments notified to the Buyer pursuant to clause 2.8, and all costs incurred by, and work in progress of, Bromford in fulfilling any Order, and in respect of Goods and/or Services supplied but for which no invoice has been submitted Bromford may submit an invoice, which shall be payable immediately on receipt;

11.4.2. the Buyer shall return all drawings, documents, confidential records, computer software and other information supplied by or on behalf of Bromford under the Contract and any Goods which have not been fully paid for. If the Buyer fails to do so, then Bromford may enter the Buyer’s premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

11.5. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

11.6. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

12. FORCE MAJEURE

Bromford shall be under no liability for any failure to perform any of its obligations under the Contract if the failure is caused by the occurrence of any events outside of its reasonable control including, but not limited to, acts of terrorism, governmental restriction, condition or control or by reason of any act or omission of Bromford's suppliers and sub-contractors or by reason of any act done or not done pursuant to a trade dispute, shortages of labour or materials or breakdown of machinery.

13. FREE ISSUE MATERIALS AND TOOLING

13.1. Bromford shall hold all materials, equipment and tools, drawings, specifications and data supplied by the Buyer to Bromford (“Buyer Materials”) in safe custody at its own risk, maintain the Buyer Materials in good condition until returned to the Buyer, and not dispose or use the Buyer Materials other than in accordance with the Buyer’s written instructions or authorisation.

13.2. Where materials or tooling are supplied by, or on behalf of, the Buyer to Bromford, all such materials and tooling supplied will be of satisfactory quality and all tooling that is or will be supplied by the Buyer shall be in a good state of repair and good working order so as to enable Goods to be manufactured by Bromford and/or Services to be performed by Bromford in accordance with the Specification. The Buyer shall indemnify Bromford and keep Bromford fully and effectively indemnified in respect of all losses, damages, injuries, claims, liabilities, costs and expenses arising directly or indirectly from any breach of this clause 13.2.

13.3. An allowance for material lost as process or surplus scrap is (where applicable) included in the Price and no such losses shall be the subject of any claim by the Buyer.

14. ATTENDANCE ON SITE

14.1. The Buyer shall only be entitled to attend Bromford's premises if the Buyer gives to Bromford reasonable notice and all information reasonably requested by Bromford regarding the purpose of the Buyer's attendance and Bromford gives its prior written consent to such attendance on its site. The Buyer shall comply with all site rules and regulations and health and safety policies and procedures applicable to such premises whilst attending such premises. The Buyer shall indemnify Bromford and keep Bromford fully and effectively indemnified in respect of all claims made or proceedings taken against Bromford (and all associated costs and expenses incurred by Bromford) by any person, firm or company, including employees of Bromford, or of the Buyer or of any contractor of the Buyer (or their personal representatives), whether in respect of death, personal injury or damage to property arising directly or indirectly from the attendance at such premises.

14.2. Any information disclosed by Bromford to the Buyer during any such site visits shall be subject to the confidentiality obligations set out at clause 15.4.

15. CONFIDENTIALITY

15.1. The Buyer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Bromford or its Group of Companies (which shall include, without limitation, all information disclosed by Bromford, or which is disclosed to the Buyer during a visit to Bromford’ premises, which relates to manufacturing processes and know-how, sourcing information (both materials and suppliers of services) and all information relating to Bromford's business which is not in the public domain), except as permitted by clause 15.2.

15.2. The Buyer may disclose Bromford’s confidential information:

15.2.1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 15; and

15.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3. The Buyer shall not use Bromford’s confidential information for any purpose other than to perform its obligations under the Contract.

16. DISPUTE RESOLUTION PROCEDURE

16.1 If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (“Dispute”) then the parties shall follow the procedure set out in this clause 16:

16.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the BUSNIESS DEVELOPMENT MANAGER of Bromford and EQUIVALENT POSITION of the Buyer shall attempt in good faith to resolve the Dispute;

16.1.2 if the BUSNIESS DEVELOPMENT MANAGER of Bromford and EQUIVALENT POSITION of the Buyer are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the VICE PRESIDENT OF BUSINESS DEVELPOMENT of Bromford and EQUIVALENT POSITION of the Buyer who shall attempt in good faith to resolve it; if the VICE PRESIDENT OF BUSINESS DEVELPOMENT of Bromford and EQUIVALENT POSITION of the Buyer are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the CEO of Bromford and EQUIVALENT POSITION of the Buyer who shall attempt in good faith to resolve it; and

16.1.3 if the CEO of Bromford and EQUIVALENT POSITION of the Buyer are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 45 days of service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (“ADR notice”) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. Unless otherwise agreed by the parties the mediation will start not later than 30 days after the date of the ADR notice.

16.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 17.7 which clause shall apply at all times.

16.3 If the Dispute is not resolved within 60 days after service of the ADR notice, either party fails to participate or ceases to participate in the mediation before the expiry of that 60 day period, or the mediation terminates before the expiry of that 60 day period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 17.7.

17. GENERAL

17.1. The Buyer shall not be entitled to assign the benefit or burden of any Contract without the prior written consent of Bromford.

17.2. If any provision of these Conditions shall be held invalid or unenforceable in whole or in part, then the unaffected provisions shall remain in full force and effect.

17.3. No waiver of or delay or failure by Bromford to exercise any rights or remedies shall prejudice any future or further exercise thereof.

17.4. The Buyer shall keep as confidential all information disclosed to it by or on behalf of Bromford which could reasonably be considered as confidential. This shall include, but not be limited to, all information disclosed by Bromford which relates to manufacturing processes and know-how, sourcing information (both materials and suppliers of services) and all information relating to Bromford's business which is not in the public domain. The Buyer shall not use any information so provided other than to enable it to perform its obligations under the Contract. All such information (and all copies thereof) shall be immediately returned to Bromford upon termination of the Contract.

17.5. A person who is not a party to the Contract (a "third party") shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any Contract.

17.6. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, address to the Managing Director of Bromford or the Buyer (as applicable) and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.15.7. The Buyer shall not be entitled to hold itself as an agent or representative of Bromford nor shall the Buyer be entitled, in any way, to bind Bromford without the prior written consent of Bromford (any such consent to be signed by a director of Bromford).

17.7These Conditions shall be governed by English law and the English courts shall have exclusive jurisdiction to deal with any disputes between the Buyer and Bromford. For the avoidance of doubt, the application of the United Nations Conventions for the International Sale of Goods is hereby expressly excluded.

Terms and Conditions of Purchase

In these Conditions:

“Bribery Laws” means the Bribery Act 2010 and all other applicable United Kingdom laws, legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent laws in any other relevant jurisdiction;

"Buyer" means Bromford Industries Limited, Pegasus House, Bromford Gate, Bromford Lane, Birmingham. United Kingdom. B24 8DW Registered in England number: 00474681, or any of companies within Bromford’s Group of Companies who have placed a Purchase Order;

"Conditions" means the standard terms and conditions of purchase set out in this document and any special conditions agreed in writing between the Buyer and the Seller;

"Contract" means a Purchase Order for Goods and/or Services which, together with these Conditions, form the contract;

"Goods" means the goods which are the subject of the Purchase Order;

"Group of Companies" means the group of companies comprising the Buyer or the Seller (as the case may be) and all companies which are from

time to time its subsidiaries, holding companies or any subsidiaries of such holding companies ("subsidiary" and "holding company" to have the

meaning ascribed thereto in Section 1159 of the United Kingdom Companies Act 2006);

Modern Slavery Policy” means the Buyer’s anti-slavery and human trafficking policy attached as the Appendix to these Conditions as updated by the Buyer and notified to the Seller from time to time;

“Party” means each of the Seller and the Buyer and “Parties” shall mean the Seller and the Buyer collectively;

"Price" means the price for the Goods and/or Services stipulated in the Purchase Order;

"Purchase Order" means purchase order(s) placed by the Buyer on the Seller for the supply of Goods and/or the provision of Services;

"Services" means any services to be provided by the Seller to the Buyer as described in any Purchase Order;

"Seller" means the person, firm or company upon which a Purchase Order is placed;

"Warranty Period" means the period of 18 months (or such other period as the Buyer notifies to the Seller in writing from time to time) commencing on the date of delivery of the Goods or, in the case of the supply of Services, t­he date of completion of the Services.

  1. FORMATION OF CONTRACTS

1.1 Subject to clause 1.2, the Order constitutes an offer by the Buyer to purchase Goods and/or Services from the Seller on the basis of these Conditions which the Buyer may amend in writing (whether by a specific term stated on a Purchase Order or otherwise). For the avoidance of doubt, any conditions of sale submitted at any time by the Seller shall not apply to the Contract and any failure by the Buyer to challenge any such conditions of sale shall not imply acceptance by the Buyer.

1.2 In the event of a conflict between any of these Conditions and any specific term or condition referred to on the face of the Purchase Order or otherwise specified in writing by the Buyer,

any specific terms in the Purchase Order or otherwise specified in writing by the Buyer shall prevail over these Conditions (to the extent inconsistent with the Conditions only).

1.3 These Conditions apply to the Contract to the exclusion of any other items that the Seller seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.4 Purchase Order(s) shall be deemed to be accepted by the Seller (subject to these Conditions and any specific conditions additionally stipulated by the Buyer) unless the Seller notifies the Buyer in writing as soon as practicable and in any event within 5 days of the date of the Purchase Order that it does not accept that Purchase Order.

  1. DELIVERY

2.1 The Seller shall comply in all respects with the Buyer's programme for delivery of Goods and performance of Services and any reasonable requests for information about progress against programme shall be provided by the Seller without delay. Without prejudice to the foregoing and any other rights and remedies available to the Buyer, in the event that the Seller anticipates any difficulties in achieving the delivery dates and times required by the Buyer, the Seller shall notify the Buyer in writing without delay.

2.2 All Goods supplied shall be properly packed and secured in such a manner as to reach their destination in good condition and shall (unless otherwise directed by the Buyer) be delivered by the Seller to the Buyer's premises (as stipulated in the Purchase Order) carriage paid, in accordance with the Buyer's instructions and bearing the Buyer's Purchase Order number on each package.

2.3 Delivery shall be completed when the Goods have been unloaded by the Seller at the point of delivery specified in the Purchase Order and the delivery has been signed for by a duly authorized agent, employee or site representative of the Buyer. For the avoidance of doubt, acceptance of deliveries and any signatures on delivery notes or otherwise shall not be construed as acceptance of the Goods by the Buyer.

2.4 If the Seller is responsible for delivery or for arranging delivery of the Goods to the Buyer's premises (or such other premises notified to the Seller as the delivery address) the Seller will be liable for all damage which it or its carrier causes to such premises and any other property in the course of delivery.

2.5 If Goods are delivered before the date specified in the Purchase Order, the Buyer shall be entitled at its sole discretion to refuse to take delivery or to charge for insurance and storage of the Goods until the contractual date for delivery.

2.6 If a carrier is specified in connection with the Purchase Order such carrier shall be deemed to be an agent of the Seller and not of the Buyer.

2.7 Consignment or part deliveries may be rejected unless the Buyer has agreed in writing to accept such deliveries.

2.8 Unless otherwise stated in the Purchase Order the Seller is responsible for obtaining all the export and import licenses for the Goods and shall be responsible for any delays due to such licenses not being available when required.

2.9 In the case of Goods supplied from outside the United Kingdom, the Seller shall ensure that accurate information is provided to the Buyer as to the country of origin of the Goods and shall be liable to the Buyer for any additional tariffs, duties, levies or taxes for which the Buyer may be accountable should the country of origin prove to be different from that advised by the Seller.

2.10 If the Seller fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:

2.10.1 to terminate the Contract with immediate effect by giving written notice to the Seller;

2.10.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Seller attempts to make;

2.10.3 to recover from the Seller any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;

2.10.4 to require a refund from the Seller of sums paid in advance for Services that the Seller has not provided and/or Goods that it has not delivered; and

2.10.5 to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller’s failure to meet such dates.

2.11 If the Goods are not delivered by the agreed delivery date, the Buyer may, at its option, claim or deduct 1% of the price of the Goods for each week's delay in delivery by way of liquidated damages, up to a maximum of 10% of the total price of the Goods. If the Buyer exercises its rights under this clause 2.11 it shall not be entitled to any of the remedies set out in clause 2.11in respect of the Goods' late delivery.

  1. TIME

3.1 Where time is specified such provision shall be of the essence of the contract provided that time for payment shall not be of the essence of the contract.

3.2 Failure by the Seller to adhere to any provision as to time contained in the Purchase Order or otherwise notified to the Seller in writing shall entitle the Buyer at its option to treat the Contract as repudiated in whole or in part. The Buyer shall be entitled to exercise its option at any time unless a written extension of time has been given to the Seller by the Buyer and the time of any extension has not elapsed.

3.3 Failure by the Buyer to exercise its option under clause 3.2 in respect of any part of a Purchase Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order.

3.4 Unless an extension of time has been agreed by the Buyer in accordance with clause 3.2, the Seller's failure to effect delivery of Goods or to perform the Services on the date or dates specified shall entitle the Buyer to purchase substitute Goods and/or Services and to hold the Seller accountable for all losses, claims, damages and additional costs and expenses incurred by it as a result (including, but not limited to, any liabilities that the Buyer owes to its customer as a result of the Seller's failure).

  1. PRICE AND PAYMENT

4.1 Unless otherwise agreed by the Buyer in writing:-

4.1.1 all Prices are fixed inclusive of the costs of packaging, insurance, carriage and any applicable customs, handling, import and/or export duties, tariffs and taxes and such Prices may not be increased without the prior written consent of the Buyer;

4.1.2 unless otherwise stated in a Purchase Order, all Prices are exclusive of value added tax (“VAT”) which shall be payable by the Buyer in addition on receipt of a valid VAT invoice from the Seller;

4.1.3 invoices shall not be rendered by the Seller until completion of delivery of all of the Goods and performance of all of the Services which are the subject of the Purchase Order. Without prejudice to the foregoing, if the Buyer permits the Seller to deliver the Goods or perform the Services early, invoices shall not be rendered until the date that the Goods were originally agreed to be delivered or the Services performed; and

4.1.4 payment shall be due 60 days after the end of the month following the month of receipt of the invoice.

4.2 Each invoice shall include such supporting information required by the Buyer to verify the accuracy of the invoice, including but not limited to the relevant Purchase Order number.

4.3 The Buyer specifically reserves the right to deduct from any monies due or to be become due to the Seller (whether under this Contract or under any other contract between the Buyer and the Seller) any monies due to the Buyer from the Seller (whether under this Contract or any other contract between the Buyer and the Seller).

4.4 The Buyer shall not be liable for any Purchase Orders or amendments to Purchase Orders other than those issued or confirmed on the Buyer's official Purchase Order or amendment forms duly signed on behalf of the Buyer.

4.5 The Price shall be the full and exclusive remuneration of the Seller in respect of the supply of Goods and/or provision of Services. The Buyer shall not be responsible for the payment of any charges for Goods supplied or Services performed in excess of the Goods or Services required by the Purchase Order or any variation of it unless authorised in writing by a further priced Purchase Order.

4.6 No payment of or on account of the Price shall constitute any admission by the Buyer as to proper performance by the Seller of its obligations.

4.7 No payment will be made for containers, crates or packing materials of any description except where agreed by the Buyer in writing.

4.8 Inattention to the following details may result in delay in payment but no prompt payment discount shall be forfeited by the Buyer due to the failure of the Seller:-

4.8.1 to send on the day of dispatch for each consignment such advice(s) of dispatch and invoice(s) as may be indicated on the Purchase Order; or

4.8.2 to supply all certificates of conformity or other quality documentation required by the Buyer; or

4.8.3 to send a monthly statement of account quoting the invoice numbers applicable to each item caused by it; or

4.8.4 to mark clearly the Buyer's Purchase Order number on each consignment package, packing notes, advice notes, invoices, monthly statements and all other correspondence relating to them.

4.9 If the Buyer fails to make a payment due to the Seller under the Contract by the due date, then the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 4.9 will accrue each day at 2% a year.

4.10 The Seller shall maintain complete and accurate records of the time spent and materials used by the Seller in providing the Services, and the Seller shall allow the Buyer to inspect such records at all reasonable times on request.

  1. PACKAGING

The Buyer shall only be responsible for returning cases or other durable packaging to the Seller if such responsibility is accepted by the Buyer in the Purchase Order.

  1. STORAGE

If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Seller shall at its expense store the Goods for a reasonable time having regard to the circumstances and shall safeguard them and take all reasonable steps to prevent their deterioration until the date of actual delivery.

  1. RISK AND TITLE

7.1 Unless otherwise stated on the Purchase Order, risk in the Goods shall pass to the Buyer upon completion of delivery as specified in clause 2.3 and title to the Goods or any part of the Goods shall pass upon the earlier delivery or the time of any payment being made for them. The Seller shall be responsible for transport and unloading costs and insurance of Goods to their full value against all risk of damage or loss prior to completion of delivery.

7.2 Subject to clause 8.1, all tools, equipment and materials of the Seller required in the performance of the Seller's obligations under the Contract shall be and remain at the sole risk of the Seller whether or not they are upon premises of the Buyer or any other premises specified in the Purchase Order.

7.3 Where the Seller has contracted to perform Services or work upon goods or materials without title thereto passing to or belonging to the Seller, risk shall pass to the Seller in respect of such goods and materials when it takes delivery thereof and shall remain with the Seller until the goods or materials processed or worked upon (as the case may be) are redelivered to the Buyer. Delivery for the purposes of this clause shall mean the time of parting with physical possession by the Buyer and redelivery shall mean upon acceptance of delivery by a duly authorised agent, employee or representative of the Buyer.

  1. TOOLING

8.1 All tools, patterns, materials, drawings, specifications, programmes and other data (including all programmes and data in machine readable form) provided by the Buyer or the Buyer's customer (as the case may be) in connection with the Purchase Order will at all times remain the property of the Buyer or the Buyer's customer (as the case may be). All such tooling and materials shall be kept in good condition by the Seller whilst in its possession or control and the Seller shall be fully liable for such items whilst they are in the Seller's possession or control. Such items shall be marked by the Seller as the property of the Buyer or the Buyer's customer (as the case may be) and shall be delivered up to the Buyer forthwith on request. All such items shall only be used by the Seller for the purpose of completing the Purchase Order unless the Buyer gives its prior written consent to any other use.

8.2 Any tools (such as jigs, dies etc) which the Seller may construct or acquire specifically in connection with the Goods and for which the Seller makes any charges shall be and remain the Buyer's sole and unencumbered property and the Seller shall deliver up all such tools to the Buyer upon receipt of a request from the Buyer.

  1. FREE-ISSUE MATERIALS

9.1 Where the Buyer or the Buyer's customer issues free-issue materials or packaging 

to the Seller for use in connection with the Purchase Order such materials shall be and remain the property of the Buyer or the Buyer's customer (as the case may be).

9.2 The Seller shall maintain such materials in good order and condition and at its risk and shall use them only in connection with the Purchase Order.

9.3 The Seller acknowledges that there may be scrap materials or surplus materials arising in the ordinary course of supplying the Goods and/or providing the Services. In cases where the materials have been provided to the Seller by the Buyer or the Buyer's customer (as the case may be), the Seller acknowledges that it shall notify the Buyer of all such scrap and surplus materials arising during the course of supplying the Goods and/or providing the Services in writing and shall carry out a reconciliation exercise of materials provided and used and provide evidence to the Buyer in respect of all such scrap and surplus materials. The Seller shall pay to the Buyer an amount equal to the then current market value of all such scrap and surplus materials in accordance with the terms of .

9.4 Any materials wasted as a result of the Seller's bad workmanship or negligence shall be replaced at the Seller's expense.

9.5 The Seller shall at any time forthwith upon the Buyer's request deliver up to the Buyer all materials issued by the Buyer or the Buyer's customer (as the case may be).

  1. INSPECTION AND STANDARDS

10.1 Any inspector or representative of the Buyer and/or the Buyer's customer shall be entitled to inspect the Seller's facilities (and the facilities of any permitted sub-contractor) at any time and to inspect and test the Goods either complete or in the process of manufacture or, as the case may be, any Services being performed at any time before delivery. The Seller shall remain fully responsible for the Goods and Services despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Seller’s obligations under the Contract. The Buyer and the Buyer's customer shall be entitled to require all defects or deficiencies to be made good and alterations made in the event of any failure in the opinion of the Buyer to comply with the terms of the Purchase Order, provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval of all or any part of the Goods or Services.  The Buyer may conduct further inspections and tests after the Seller has carried out its remedial actions.

10.2 The Seller shall maintain in force all quality standards and approvals and all such other standards and approvals (including, but not limited to environmental standards) which the Buyer requires the Seller to hold or which the Seller has represented to the Buyer that it holds. The Seller shall immediately notify the Buyer if it ceases to hold any such standards and approvals.

11. QUALITY AND LIABILITY

11.1 All Goods supplied by the Seller shall for the Warranty Period:

11.1.1 be fit for any purpose held out by the Seller or made known to the Seller by the Buyer, expressly or by implication, and in this respect the Buyer relies on the Seller’s skill and judgement;

11.1.2 be of good quality; and

11.1.3 be supplied strictly in accordance with the quantities, drawings, specifications, standards and stipulations contained in or annexed to the Purchase Order;

11.1.4 be free from defects in design, materials and workmanship; and

11.1.4 conform to all applicable laws, regulatory requirements, standards, specifications and conditions.

11.2 All work and Services performed by the Seller shall be performed with all due care and diligence and performed in accordance with all specifications and standards specified in a Purchase Order or otherwise stipulated by the Buyer and shall be in accordance with best practice and pass such inspections as may be required by the Buyer, its customers or their agents or any government department concerned.

11.3 The Seller warrants that it is able to supply the Goods and Services to the standards set out at clauses 11.1 and 11.2 and all other standards stipulated by the Buyer in writing and warrants its expertise and confirms the accuracy of all statements and representations made in respect of the Goods and Services prior to the Purchase Order.

11.4 Nothing contained in these Conditions shall in any way detract from the Seller's obligations under common law or statute or any express warranty or condition contained in the Purchase Order.

11.5 If the Seller has delivered Goods that do not comply with the undertakings set out in clause 11.1, then, without limiting or affecting other rights or remedies available to it, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:

11.5.1 to terminate the Contract with immediate effect by giving written notice to the Seller;

11.5.2 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Seller at the Seller’s own risk and expense;

11.5.3 to require the Seller to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

11.5.4 to refuse to accept any subsequent delivery of the Goods which the Seller attempts to make;

11.5.5 to recover from the Seller any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and

11.5.6 to claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Seller’s failure to supply Goods in accordance with clause 11.1.

11.6 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Seller.

11.7 Without prejudice to any other rights or remedies available to the Buyer, the Seller agrees to assign to the Buyer upon request the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of the Goods or Services or any part thereof.

11.8 The Buyer’s rights under the Contract are in addition to its rights and remedies implied by statute and common law.

12. HEALTH AND SAFETY

12.1 The Seller warrants that:-

12.1.1 in the design, manufacture, supply and installation of the Goods (including all work on site) and the provision of information relating to them it will comply with the duties imposed on it by all applicable health and safety laws, statutory provisions, bye-laws, rules and regulations so far as they are applicable to the site or the Goods and that it will perform the Contract such that no liability is incurred by the Buyer under such laws, statutory provisions, bye-laws, rules and regulations and furthermore, that it will comply with all health and safety policies and procedures in place at the Buyer's sites (copies of which are available on request from the Buyer); and

12.1.2 that all Goods supplied will be supplied with all necessary safety guards and devices sufficient to comply with current statutory requirements. Where Goods are to be supplied without guards or safety devices then the Seller must:-

  1. state such to be the case in writing in its quotation or acknowledgement of order; and
  2. specify clearly in writing such guards and devices as will be required to be purchased by the Buyer.

13. INDEMNITY

13.1 The Seller agrees to indemnify the Buyer and keep the Buyer fully and effectively indemnified from and against all losses, costs, damages, expenses and claims:-

13.1.1 caused to and made against the Buyer which would not have been caused or made had the Seller fulfilled its express or implied obligations under the Contract;

13.1.2 suffered or incurred by the Buyer arising out of or in connection with any claims made against the Buyer for infringement of any third party’s patents, design right, copyright, registered design, or trade mark by reason of the manufacture, use, supply  or sale of the Goods supplied (save where the same shall have been manufactured in accordance with specifications or designs supplied solely by the Buyer) or receipt, use or supply of the Services and against all losses, costs, damages, expenses and claims which the Buyer may incur or have to bear or for which the Buyer may become liable as a result of such claims for infringement (including, without limitation all claims in respect of royalties payable by the Seller in respect of the Goods);

13.1.3 suffered or incurred by the Buyer arising out of or in connection with all claims made against the Buyer arising out of or in connection with errors and omissions in drawings, calculations, packing details or other particulars supplied by the Seller; and

13.1.4 suffered or incurred by the Buyer arising out of or in connection with all claims made against the Buyer arising out of or in connection with the acts and omissions of the Seller, its employees, agents or its sub-contractors.

14. MARKING OF GOODS AND PUBLICITY

14.1 Unless otherwise agreed in writing no maker's name or mark shall appear on any Goods supplied pursuant to the Purchase Order.

14.2 Neither the Purchase Order nor the name of the Buyer shall be disclosed to any third party or used by the Seller or any sub-contractor for advertisement or publicity purposes without the Buyer's prior written consent.

14.3 The Seller shall not either during the period of the Purchase Order or at any time thereafter disclose to any person, firm or company any intellectual property, manufacturing process or trade secret of the Buyer.

15. SUB-CONTRACTING

15.1 The Seller shall not without the prior written consent of the Buyer sub-contract or assign all or any part of the Purchase Order.

15.2 Any authority given by the Buyer for the Seller to sub-contract the Purchase Order or any part of it shall not impose any duty on the Buyer to enquire as to the competency of any authorised subcontractor but the Seller shall ensure that any authorised sub-contractor is competent and that the work is properly done and the Seller shall have liability for all acts or omissions of any such subcontractors.

16. TERMINATION

16.1 Without prejudice to any other rights or remedies to which it may be entitled, the Buyer may terminate a Purchase Order forthwith and without liability in the event that:-

16.1.1 the Seller or any member of the Seller's Group of Companies shall become bankrupt or, under Section 123 of the United Kingdom Insolvency Act 1986, be deemed to be unable to pay its debts or makes an arrangement with its creditors or if a resolution shall be passed or proceedings commenced for the administration or liquidation of the Seller or any member of the Seller's Group of Companies (other than for a voluntary solvent winding up for the purpose of reconstruction or amalgamation) or if a receiver or manager shall be appointed of all or any part of the assets or undertaking of the Seller or any member of the Seller's Group of Companies or if any of the foregoing occurs in relation to the Seller or any member of the Seller's Group of Companies under the laws of any jurisdiction, or if the Buyer reasonably anticipates that any of the foregoing are likely to occur in relation to the Seller or any member of the Seller's Group of Companies; or

16.1.2 the Seller shall commit any material breach of its obligations under the Contract and fail to rectify such breach within 7 days (or, in the case of breaches which, in the opinion of the Buyer, require more immediate attention, within the time period specified in the Buyer's written notice) of receipt of written notice from the Buyer requiring it to be remedied;

16.1.3 if the Buyer has reasonable grounds for believing the Seller will be unable to substantially fulfil its obligations, the Buyer may require the Seller to provide reasonable written evidence that the Seller will fulfil its obligations. If the Seller fails to provide such evidence within 14 days of the Buyer's request, the Buyer may treat the failure as a breach of contract and terminate the Contract and any other Contracts in existence between the Buyer and the Seller or any member of the Seller's Group of Companies;

16.1.4 the Buyer reserves the right to terminate the Contract in the event that there is a change of control of the Seller. For these purpose a "change of control" shall mean the acquisition of a controlling interest in the Seller by a third party occurring or coming to the attention of the Buyer after the date of the Buyer's Purchase Order. A "controlling interest" shall be any interest sufficient to give the power to secure by law or corporate action the ability to direct and conduct the business of the Seller.

16.2 Upon termination of a Contract howsoever arising, the Seller shall, at its cost, immediately return to the Buyer all tooling and materials. In relation to any specifications, drawings, data (including data in machine readable format) and other information provided to the Seller, all such specifications, drawings, data and information and all copies thereof shall be immediately returned to the Buyer (at the Seller's cost) or, on the instructions of the Buyer shall be destroyed.

16.3 Termination of the Contract shall not affect the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

16.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

  1. CANCELLATIONTERMINATION FOR CONVENIENCE

Without prejudice to any other specific provision of these Conditions or any other right available to it, the Buyer shall have the right to terminate the Contract in whole or in part at any time by giving written notice to the Seller whereupon all work under the Purchase Order (or the terminated part) shall be discontinued and the Buyer shall pay to the Seller the costs incurred by the Seller in relation to the Purchase Order up to the point of termination (such costs to be reasonable and the Seller shall provide the Buyer with such information and evidence as is requested by the Buyer in relation to such costs) and on such payment no further sum or sums shall be due by way of damages, loss of profits or otherwise from the Buyer to the Seller by reason of such termination.

  1. RECORDS

18.1 When drawings, circuit diagrams, cable layouts and schedules, parts, lists and operating and maintenance instructions or like documentation are supplied by the Seller, these may be used by the Buyer and the Buyer's customer for the installation, operation and maintenance of plant, such right to include the production or purchase by the Buyer, for its use only, of any part or parts of the Goods for the purpose of repairing them or replacing parts.

18.2 All such drawings, information and documentation supplied by the Seller shall be suitable for photocopying by the Buyer.

  1. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

19.1 All designs, specifications, inventions, patents, know how, new technology, improvements and other intellectual property rights and materials made, designed or developed by the Seller in connection with the Contract shall be the sole property of the Buyer or the Buyer's customer (as the case may be) and the Seller shall procure at no charge to the Buyer the execution of any and all papers necessary to perfect ownership by the Buyer or the Buyer's customer (as the case may be).

19.2 All material, drawings, patterns, gauges, samples, specifications and other technical data prepared by the Buyer or the Buyer's customer (as the case may be) in connection with the Contract shall be and shall at all times remain the property of the Buyer or the Buyer's customer (as the case may be) which shall be entitled to reproduce and use all such material, drawings and data at any time for any purpose whatsoever. The Seller shall not use any such material, drawings, patterns, specifications and data except in connection with the performance of its obligations under the Contract.

19.3 Notwithstanding clauses 19.1 and 19.2, the Seller shall be responsible for ensuring that any designs, specifications, inventions, patents, know-how, improvements and other intellectual property rights and materials and all information provided to the Seller pursuant to clause 19.2 is adequate and suitable for the supply of the Goods and the provision of the Services to the standards set out in these Conditions and any other standards specified in writing by the Buyer.

19.4 The Seller shall ensure that all illustrations, performance details, examples of installations and methods of assembly and all other data and information provided by the Seller shall be complete and accurate.

20.    INSURANCE

20.1 During the term of the Contract and for a period of 7 years thereafter, the Seller shall maintain in force, with a reputable insurance company, the following insurance policies:

20.1.1 professional indemnity insurance with a limit of at least £10 million for claims arising from a single event or series of related events in a single calendar year;

20.1.2 product liability insurance with a limit of at least £10 million for claims arising from a single event or series of related events in a single calendar year;

20.1.3 public liability insurance with a limit of at least £10 million a claim; and

20.1.4 aviation insurance with a limit of at least £50 million for claims arising from a single event or series of related events in a single calendar year,

and shall, on the Buyer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

21.    FORCE MAJEURE

If the Buyer is delayed or hindered in the performance of its obligations under the Contract, or if the Buyer’s use or receipt of the Goods or Services is prevented or hindered, by circumstances beyond its reasonable control (including, but not limited to, any form of government intervention, strikes and lock outs not involving the parties hereto or their respective work forces, flood, drought, earthquake or other natural disaster; epidemic or pandemic, collapse of buildings, fire, explosion or accident, nuclear, chemical or biological contamination, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations) then delivery of the Goods or performance of the Services or payment for the Goods and Services shall be suspended without liability to the Buyer until such time as the circumstances have ceased and if such delivery cannot be effected within a reasonable time after the due date the delivery may be cancelled by either party in writing without liability on either side.

22.    QUALITY ASSURANCE REQUIREMENTS

The Seller shall comply with any quality assurance requirements specified in the Purchase Order.

23.    COMPLIANCE WITH ANTI-SLAVERY AND HUMAN TRAFFICKING LAWS AND POLICIES

23.1 The Seller undertakes, warrants and represents that:

23.1.1 neither the Seller nor any of its officers, employees, agents or subcontractors has:

(a) committed an offence under the Modern Slavery Act 2015 (a “MSA Offence”); or

(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c) become aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

23.1.2 it shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015 and the Modern Slavery Policy;

23.1.3 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;

23.1.4 it shall notify the Buyer immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Seller’s obligations under this clause 23. Any notice under this clause 23.1.5 shall set out full details of the circumstances concerning the breach or potential breach of the Seller’s obligations; and

23.1.5 include in its contracts with its direct subcontractors and suppliers anti-slavery and human trafficking provisions that are at least as onerous as those set out in this clause 23, including but not limited to an obligation that its direct subcontractors and suppliers comply with the Modern Slavery Policy and with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015.

23.2 The Seller shall implement due diligence procedures for its direct subcontractors, and suppliers, to ensure that there is no slavery or human trafficking in its supply chains.

23.3 The Seller shall during the term of the Contract and for the period of six years thereafter maintain such records relating to the Goods and Services provided to the Buyer under the Contract as may be necessary to trace the supply chain of such Goods and Services [and to enable the Buyer to determine the Seller’s compliance with the Modern Slavery Policy.

23.4 The Buyer (or a third party acting on its behalf) shall have the right from time to time at its own cost to conduct an audit of the Seller’s operations, facilities and working conditions and its quality, environmental, ethical and health and safety procedures and systems to ensure the Seller has the appropriate facilities, procedures, systems and personnel appropriate to and as may be required for the Seller to perform the Services and provide the Goods in accordance with the Contract and the Modern Slavery Policy and for that purpose shall be entitled to have access to the Seller’s premises and to any premises of the Seller’s sub-contractors or agents where the Services are being performed and Goods are being produced during normal working hours on giving reasonable notice to the Seller.

23.5 The Seller shall, at its own cost, perform appropriate remediation actions to address any issues or failures identified by an audit carried out pursuant to clause 23.4 within such timescales as are agreed with the Buyer. The nature of the remediation action to be taken is at the discretion of the Seller, but such action must address the relevant findings of the audit.

23.6 The Seller shall prepare and deliver to the Buyer no later than March each year, an annual slavery and human trafficking report setting out the steps it has taken to ensure slavery and human trafficking is not taking place in any of its supply chains or in any part of its business.

23.7 The Seller shall conduct a programme of regular training for its officers, employees, agents, subcontractors and other members of its supply chain to ensure compliance with this clause 23 and the Modern Slavery Policy. The Seller shall keep a record of all training offered and completed under this clause 23.7 and shall make a copy of such records available to the Buyer on request.

23.8 The Seller shall indemnify the Buyer and its directors, officers and employees in full and on demand from and against any and all liabilities, claims, fines, demands, damages, losses or expenses (including legal and other professional advisers’ fees and disbursements), interest and penalties incurred by them howsoever arising whether wholly or in part resulting from a breach of this clause 23 or the Modern Slavery Policy.

23.9 Any breach of clause 23 by the Seller shall be deemed a material breach of the Contract and shall entitle the Buyer to terminate the Contract in accordance with clause 16.1.2.

24. ANTI-BRIBERY

24.1 For the purposes of this clause 1 the expressions “adequate procedures” and “associated with” shall be construed in accordance with the Bribery Act 2010 and guidance published under it.

24.2 The Seller shall ensure that it and each person referred to in clauses 24.2.1 to 24.2.3 does not, by any act or omission, place the Buyer in breach of any Bribery Laws. The Seller shall comply with all applicable Bribery Laws, ensure that it has in place adequate procedures to prevent any breach of this clause 24 and ensure that:

24.2.1 all of the Seller’s personnel and all direct and indirect subcontractors, suppliers, agents and other intermediaries of the Seller;

24.2.2 all others associated with the Seller; and

24.2.3 each person employed by or acting for or on behalf of any of those persons referred to in clauses 24.2.1 and/or 24.2.2,

involved in performing services for or on behalf of the Seller or with the Contract so comply.

24.3 Without limitation to clause 24.2, the Seller shall not make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere, and will implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

24.4 The Seller shall immediately notify the Buyer as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 24.

24.5 Any breach of this clause 24 by the Seller shall be deemed a material breach of the Contract that is not remediable and entitle the Buyer to immediately terminate the Contract by notice under clause 16.1.2.

25. GENERAL

25.1 If any provision of these Conditions shall be held to be invalid or unenforceable in whole or in part, the unaffected provision shall remain in full force and effect.

25.2 No waiver of or delay or failure by the Buyer to exercise any rights or remedies shall prejudice any future or further exercise thereof.

25.3 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to the Managing Director of that party and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

25.4 The Seller shall keep as confidential all information disclosed to it by or on behalf of the Buyer or the Buyer's customer which could reasonably be considered as confidential. This shall include, but not be limited to, all information disclosed by the Buyer which comprises intellectual property and know-how belonging to the Buyer or the Buyer's customer and all information relating to the Buyer's business or the business of the Buyer's customer which is not in the public domain. The Seller shall not use any information so provided to it other than to enable it to perform its obligations under the Contract.

25.5 These Conditions shall be governed by English law and the English courts shall have exclusive jurisdiction to deal with any disputes between the Buyer and the Seller. For the avoidance of doubt, the application of the United Nations Conventions for the International Sale of Goods is hereby expressly excluded.

25.6 A person who is not a party to the Contract (a "third party") shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. Any right or remedy of a third party which exists or is available apart from the Act is not affected.

25.7 The Seller shall not be entitled to hold itself out as an agent or representative of the Buyer nor shall the Seller be entitled, in any way, to bind the Buyer without the prior written consent of the Buyer (any such consent to be signed by a director of the Buyer).

25.8 For the avoidance of doubt, there shall be no joint and several liability between the companies comprising the Buyer's Group of Companies in respect of Purchase Orders placed by each of them.

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