Terms & Conditions of Purchase

IPSUM GROUP STANDARD TERMS AND CONDITIONS OF PURCHASE

These Conditions together with the applicable Order and Specification are the entire terms and conditions on which Customer has agreed to purchase Goods and/or Services from Supplier and apply to the exclusion of any other terms and conditions including any which Supplier may purport to apply, whether through use of standard form documents or otherwise.

1 DEFINITIONS AND INTERPRETATION

1.1 In these Conditions the following words have the following meanings: Conditions means these terms and conditions; Contract means a contract between Customer and Supplier for the sale and purchase of Goods and/or Services (as applicable) made subject to and incorporating these Conditions; Customer means the applicable company within the Ipsum Group issuing an Order to Supplier; Delivery means the date on which Supplier completes the delivery of Goods or the performance of Services (as applicable) in accordance with these Conditions; Goods means the goods as detailed in any Order; Guarantee Period means, as applicable and unless another guarantee period has been agreed by Customer in writing, the longer of: (a) the twelve month period following installation of any Goods; (b) the twenty-four month period following delivery of any Goods to Customer; or (c) the twelve month period following successful completion of the performance of any Services; Ipsum Group means Ipsum Group Limited (Company Number 10566393) together with any of its subsidiaries or holding companies from time to time and any subsidiaries of any holding company from time to time (in all cases whether or not in existence as at the date any Order is accepted in accordance with Clause 2.3); Order means Customer’s order for any Goods or Services as may be set out in any purchase order issued by Customer to Supplier from time to time; in any written acceptance issued by Customer to Supplier of any quotation provided by Supplier (but which excludes for the avoidance of doubt the acceptance of any terms and conditions which Supplier may have purported to apply in any such quotation); or in any other written request for Goods or Services which is issued by Customer to Supplier from time to time; Services means the services as detailed in any Order; Specification means any specification, plans, drawings, data and/or other information for Goods or Services issued by Customer to Supplier including in any Order; agreed between Customer and Supplier in writing; and, to the extent not contradictory with any of the foregoing or these Conditions, any specifications, plans, drawings, data and/or other information provided or made available by Supplier relating to the Goods and/or Services; and Supplier means the entity entering into a Contract with Customer.

1.2 In these Conditions and each Contract: headings are for convenience and shall not affect construction or interpretation; references to Clauses are to the Clauses of these Conditions; words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders; any reference to any law, statute, statutory provision, statutory instrument, directive, subordinate legislation, code of practice or guideline shall be construed as a reference to the same as may be amended, consolidated, modified, extended, re-enacted or replaced from time to time; use of words such as “include”, “including” and “in particular” shall not limit the generality of any preceding or following words which are not intended to be exhaustive; and any reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 save a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of: (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) as a nominee.

2 BASIS OF CONTRACT

2.1 These Conditions apply to and are incorporated into each Contract by reference to the exclusion of any other terms that Supplier seeks to impose or incorporate (including through use of any standard form documents including quotations, delivery notes or invoices), or which otherwise are implied by trade, custom, practice or course of dealing.

2.2 Each Order constitutes an offer by Customer to purchase the Goods or Services in question subject to these Conditions.

2.3 Each Order shall be deemed unconditionally accepted by Supplier and a Contract shall come into force on the earlier of: (a) Supplier issuing a written acceptance of the Order (which Supplier must provide within five days of receipt of the applicable Order); and (b) Supplier doing any act consistent with fulfilling the Order, at which point a Contract shall come into existence.

2.4 Customer may revoke without liability any offer to purchase Goods or Services from Supplier at any time prior to acceptance by Supplier of the applicable Order in accordance with Clause 2.3 by notifying Supplier.

3 GOODS AND SERVICES

3.1 As a condition of each Contract Supplier shall ensure that Goods and Services shall (and during the Guarantee Period shall continue to): (a) correspond with their description and any Specification (and after the acceptance of an Order Supplier shall not make any change to any Specification whatsoever without the written consent of Customer); (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by Supplier or made known to Supplier by Customer expressly or by implication, and in this respect Customer relies on Supplier’s skill and judgement; (c) be manufactured and performed in accordance with any Customer quality systems, production systems or other Customer policies and procedures from time to time in force which are notified to Supplier and in any event, using all reasonable skill, care and diligence; (d) be accompanied by a certificate detailing their country of origin where that is requested by Customer; (e) be free from defects in design, material and workmanship; and (f) comply with all applicable statutory and regulatory requirements relating to the manufacture, performance, labelling, packaging, storage, handling and delivery of the Goods and/or the performance of the Services (as applicable).

3.2 If there is any inconsistency or contradiction between these Conditions and any Order or Specification then these Conditions shall control and take precedence unless and to the extent Customer elects otherwise in writing.

3.3 At any-time prior to completion of delivery/performance of any Goods or Services Customer may by written notice make changes to its requirements (including to any Specification, time for delivery/performance or quantity) and Supplier shall comply with such changes as if those were originally set out in the applicable Order. If any such changes would result in an increase to Supplier’s direct costs or time required for performance then an equitable adjustment shall be made to the terms of the applicable Contract provided that Supplier notifies Customer of its requested adjustments prior to proceeding with the changes requested by Customer and those adjustments are then approved in writing by Customer.

3.4 Supplier shall at all times hold and maintain all licences, permissions, authorisations, consents and permits that it needs to lawfully carry out its obligations under each Contract.

3.5 Customer shall have the right (but not the obligation) to inspect and test Goods at any time before delivery. If following any such inspection or testing Customer considers that the Goods do not conform or are unlikely to comply with Clause 3.1 and Customer informs Supplier, Supplier shall immediately take such remedial action as is necessary to ensure compliance and Customer shall have the right to conduct further inspections and tests after Supplier has carried out its remedial actions.

3.6 Notwithstanding any inspection or testing pursuant to Clause 3.5, Supplier remains fully responsible at all times for the Goods and any such inspection or testing shall not reduce or otherwise affect Supplier’s obligations or liability under any Contract.

4 DELIVERY/PERFORMANCE

4.1 Supplier shall ensure that: (a) Goods are packed and labelled in accordance with any requirements detailed in the Specification, Order or otherwise as requested by Customer and in any event as a minimum in accordance with all applicable legal requirements and in such manner so as to enable them to reach their destination in good condition; and (b) each delivery of Goods is accompanied by a delivery note and prominent labelling which shows the date of the Order, the purchase order number supplied by Customer (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2 If Supplier requires Customer to return any packaging to Supplier, that requirement must be notified by Supplier to Customer prior to acceptance of the applicable Order in accordance with Clause 2.3 and have been accepted by Customer in writing in which case, Customer shall make such packaging available for collection by Supplier at its own cost which Supplier shall do promptly and prior to collection by Supplier any such packaging shall be held by Customer at the sole risk of Supplier. Save to the extent otherwise provided for under this Clause 4.2 Customer shall not be obliged to return any packaging to Supplier.

4.3 Supplier shall deliver Goods and/or perform Services (as applicable): (a) on the date specified in the Order, or, if no such date is specified, within such reasonable time period as requested by Customer (and time of delivery/performance shall be of the essence); (b) to or at the location as is set out in the Order, or otherwise as instructed by Customer prior to delivery or performance; and (c) during Customer’s normal business hours, or otherwise as instructed by Customer.

4.4 Any delivery note provided by Supplier or which is signed by or on behalf of Customer shall not prejudice any right or remedy which may be available to Customer under or in connection with the applicable Contract.

4.5 Supplier shall provide Customer with as much advance notice in writing as possible of any special instructions, requirements or information which is required to enable Customer to take delivery of any Goods and/or permit performance of any Services.

4.6 Delivery of Goods shall be completed upon completion by Supplier of safe unloading of the Goods at the specified delivery location. Performance of any Services shall be completed once Supplier has successfully completed all activities which make up the Services in question.

4.7 If Customer is unable to accept delivery of any Goods when first attempted Supplier shall store those Goods at its own cost until such time as delivery to Customer is made.

4.8 Supplier shall not deliver any Goods nor perform any Services in instalments other than as provided for in any Order or otherwise with the prior written consent of Customer. Where Goods or Services are to be delivered or performed in instalments then those must be invoiced and paid for separately. However, failure by Supplier to deliver or perform any one instalment on time or otherwise in accordance with the applicable Contract shall entitle Customer to the remedies set out or referred to in Clause 5 in respect of the entire of the applicable Contract.

5 REMEDIES

5.1 If Goods are not delivered or Services not performed on the due date or do not otherwise comply with all requirements of the applicable Contract (and in particular the requirements of Clause 3.1) then, without limiting any of its other rights or remedies, Customer shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods or Services in question: (a) to terminate the applicable Contract and (at Customer’s discretion) any other outstanding Contracts (whether with Customer and/or any member of the Ipsum Group); (b) to reject the Goods or Services (in whole or in part) and in the case of Goods to return those to Supplier at Supplier’s own risk and expense or require Supplier to collect those in which case, Supplier shall collect at its own expense within 5 days; (c) to require Supplier within seven days to repair, replace or re-perform (as applicable) the rejected Goods or Services (and these Conditions shall apply to any repaired or replacement Goods or re-performed Services) or to provide a full refund of the price of the rejected Goods or Services; (d) to refuse to accept any subsequent delivery of the Goods or Services (including delivery of any outstanding instalments) which Supplier attempts to make; (e) to recover from Supplier any costs incurred by Customer in obtaining substitute goods or services from a third party; and/or (f) to claim damages for any other costs, loss or expenses incurred by Customer and/or any member of the Ipsum Group which are in any way attributable to Supplier’s failure to carry out its obligations under the Contract.

5.2 Supplier shall keep Customer and each member of the Ipsum Group indemnified in full on demand against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and legal and other professional fees and expenses awarded against or incurred or paid by Customer and/or any member of the Ipsum Group as a result of or in connection with: (a) any claim made against Customer and/or any member of the Ipsum Group for actual or alleged infringement of a third party’s intellectual property rights or other rights arising out of, or in connection with, the supply or use of the Goods or Services; and/or (b) any claim made against Customer and/or any member of the Ipsum Group by a third party or liability otherwise incurred by Customer and/or by any member of the Ipsum Group to any third party arising out of, or in connection with, the supply of the Goods or performance of the Services to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of any Contract by Supplier, its employees, agents or subcontractors.

5.3 Supplier shall not be liable to Customer and/or any member of the Ipsum Group under Clause 5.1 and/or 5.2(b) to the extent the basis of any claim is as a direct result of: (a) fair wear and tear to any Goods; or (b) any failure by Customer, any member of the Ipsum Group or any person other than Supplier, its employees, agents or subcontractors to store, install, use, operate and maintain any Goods using reasonable skill and care.

5.4 Customer’s and Ipsum Group’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

5.5 This Clause 5 shall survive expiry or termination for whatever reason of any Contract.

6 TITLE AND RISK

6.1 Title and risk in any Goods shall pass to Customer on completion of delivery unless Customer has paid for any Goods in advance of delivery in which case, title (but not risk) shall pass to Customer on payment for the Goods in question.

7 PRICE AND PAYMENT

7.1 The price of Goods and Services shall be the price set out in the Order, or, if no price is set out, the price set out in Supplier’s published price list in force as at the date Customer’s Order was accepted in accordance with Clause 2.3 or if lower, Supplier’s published list price at the time delivery of the Goods or performance of the Services was completed. Prices are stated Delivery Duty Paid in accordance with Incoterms 2020.

7.2 No increase to any price is permitted (whether as a result of increased costs, currency fluctuations, changes in law, unexpected or unforeseen events or otherwise) other than with the prior written agreement of Customer.

7.3 Prices are stated exclusive of VAT but inclusive of all other costs which may be incurred by Supplier in connection with the supply of Goods or performance of Services and otherwise in complying with its obligations under the Contract including the cost of packaging, insurance and carriage of Goods.

7.4 Supplier may invoice Customer for Goods and Services on or at any time after the completion in accordance with Clause 4.3 of delivery/performance and shall ensure that each invoice details any purchase order numbers provided to it by Customer. Customer shall pay correctly submitted invoices within 60 days of the end of the month of receipt together with VAT thereon (subject to Supplier’s invoice being valid for VAT purposes). Payment shall be made by bank transfer to a single bank account as nominated in writing by Supplier.

7.5 If Customer fails to make any payment to Supplier by the due date then at the written request of Supplier Customer shall pay interest on the overdue amount at the rate of 2% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Interest shall not though apply to any payment which Customer disputes in good faith.

7.6 Customer may, without limiting any other rights or remedies available to it, set off any amount owed to it or liability incurred to it and/or to any member of the Ipsum Group by Supplier on any account against any amounts payable by it and/or any member of the Ipsum Group to Supplier under any Contract.

8 CUSTOMER PROPERTY

8.1 Any Specification, work, materials, deliverables or inventions which are specifically produced by Supplier for Customer under or in connection with any Contract including as part of any Services or in response to Specifications, instructions or directions given by or on behalf of Customer including any and all intellectual property rights subsisting or capable of subsisting in any such Specification, work, materials, deliverables or inventions shall be owned by Customer and Supplier hereby assigns to Customer absolutely with full title guarantee (and where relevant, by way of a present assignment of a future right) all of its right, title and interest in and to the same. Whether during or after the term of any Contract Supplier shall promptly execute and deliver such documents and perform such acts as Customer may reasonably require for the purpose of giving full effect to this Clause 8.1.

8.2 Supplier acknowledges that all materials, moulds, equipment and tools, drawings, Specifications, and data supplied by or on behalf of Customer to Supplier and all rights in and to such are and shall together with any Specifications, works, materials, deliverables or inventions as referred to in Clause 8.1 remain the exclusive property of Customer. Supplier shall keep any such items in safe custody at its own risk; maintain them in good condition until returned to Customer; and shall not use the same other than for the proper performance of any Contract and otherwise in accordance with Customer’s written instructions and authorisations. Further, Supplier shall not sell, dispose of or in any way charge or encumber any such Customer property and/or any Goods in which title may have passed to Customer prior to delivery (nor purport to do so) and shall ensure that all such Customer property including any such Goods is kept separate by Supplier from any other property and clearly identified as belonging to Customer.

9 INSURANCE

9.1 Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover such heads of liability as may arise under or in connection with any Contract and as may be required under any applicable law. At Customer’s request, Supplier shall produce the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

10 CONFIDENTIALITY

10.1 Supplier shall keep in strict confidence all technical or commercial know-how, Specifications, inventions, processes or initiatives which are owned by or disclosed to it by or on behalf of Customer, any member of the Ipsum Group, their employees, agents or subcontractors and any other confidential information concerning the business, products and services of the Ipsum Group which Supplier may obtain. Supplier shall only use and disclose such confidential information to those of its employees, agents or subcontractors who need to know the same for the purpose of discharging its obligations under any Contract and shall ensure that such employees, agents or subcontractors shall keep such information confidential.

11 TERMINATION

11.1 Customer may terminate any Contract in whole or in part at any time before completion of delivery or performance with immediate effect by giving Supplier written notice, whereupon Supplier shall discontinue all work on that Contract or the affected part (in the case of partial termination). In such circumstances as Supplier’s sole and exclusive remedy Customer shall pay Supplier fair and reasonable compensation for work-in-progress at the time of termination (in any event not to exceed the price of the Goods or Services in question), but such compensation shall not include loss of anticipated profits or any consequential loss and Supplier hereby waives any claim which it might otherwise have against Customer in respect of such losses.

11.2 Without prejudice to any other rights or remedies available to it, Customer may terminate at its discretion and without liability any or all Contracts (whether with Customer and/or any member of the Ipsum Group) in whole or in part at any-time by giving written notice to Supplier if Supplier: (a) commits any breach of any Contract; (b) becomes bankrupt or goes into liquidation (whether voluntary or compulsory), becomes insolvent, is dissolved, compounds with its creditors or has a receiver, administrative receiver or administrator appointed over the whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding-up, bankruptcy or dissolution of Supplier or Supplier suffers any similar process in any jurisdiction outside of England and Wales; (c) ceases or threatens to cease carrying on its business, operations or activities; and/or (d) if Customer anticipates that any of the events as referred to in this Clause 11.2 are likely to occur.

11.3 Termination or expiry of any Contract on whatever basis shall be without prejudice to any rights or obligations of either party which have accrued prior to the date of termination and shall not affect the continuing in or coming into force of any provision of that Contract or these Conditions which, whether expressly or by implication, is to continue in or come into force following expiry or termination.

12 CUSTOMER GROUP COMPANIES

12.1 Supplier acknowledges that: (a) each Contract is entered into between it and the Ipsum Group company placing the applicable Order. Accordingly, no Ipsum Group company other than that placing an Order shall have any liability to Supplier in connection with that Order whether under the Contract, these Conditions or otherwise; and (b) Goods or Services procured by a Customer may be used by other Ipsum Group companies. Accordingly, any such other Ipsum Group company (whether or not in existence as at the date any Order has become binding in accordance with Clause 2.3) shall be entitled to any benefit of any applicable Contract which is available to Customer and to enforce its terms and, in addition to any loss, damage, cost, liability or expense suffered or incurred by the Customer itself as a result of any breach of any Contract by Supplier (or which is otherwise recoverable by Customer from Supplier under these Conditions), that Customer shall also be entitled to recover from Supplier under the applicable Contract any such loss, damage, cost, liability or expense which is suffered or incurred by any other Ipsum Group company.

12.2 Save only as provided for otherwise under Clause 12.1, a person who is not a party to a Contract shall have not right to enforce any term of that Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

13 GENERAL

13.1 Any notices to be served on either party by the other shall be in writing and sent by pre-paid registered post to the registered office address of the other party or such other address as is notified in writing by that party from time to time. Such notice shall be deemed to have been received by the addressee 72 hours after posting provided applicable evidence of posting is retained and produced on request.

13.2 The parties are with respect to each other independent contractors and nothing in these Conditions or any Contract and no actions taken by the parties under any these Conditions or any Contract shall be deemed to constitute any agency, partnership, association, joint venture or other co-operative enterprise between the parties.

13.3 Neither party seeks to limit or exclude in any way its liability for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; in respect of any breach of any condition implied under section 12 of the Sale of Goods Act 1979; and/or for any other matter or liability which cannot be lawfully limited or excluded. Each provision of these Conditions and of each Contract shall be read as subject to this Clause 13.3 and no such provision is intended to nor shall be interpreted as seeking to limit or exclude any of the foregoing types of liability.

13.4 Each Contract represents the entire agreement between the parties relating to the supply of the Goods or Services in question and supersedes all previous presentations made and/or agreements, negotiations and discussions between the parties relating to the same.

13.5 Save only to the extent as may be specifically provided for otherwise under these Conditions, no variation or amendment of any Contract shall be binding unless made in writing and signed by or on the behalf of each of the parties.

13.6 Supplier may not (a) assign or transfer any of its rights and/or obligations under any Contract; or (b) sub-contract the performance of any of its obligations under any Contract in either case without the prior written consent of Customer. In any event Supplier shall at all times remain primarily liable to Customer for the acts and omissions of any of its sub-contractors as if those were the acts or omissions of Supplier itself.

13.7 If any provision of these Conditions or of any Contract is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the remaining provisions shall remain in full force and effect.

13.8 Save only to the extent specifically provided for otherwise in these Conditions: (a) failure to exercise or delay in exercising any right or remedy under or in connection with these Conditions or any Contract shall not be regarded as a waiver of such right or remedy, or a waiver of other rights or remedies; and (b) no single or partial exercise of any right or remedy under these Conditions or any Contract shall prevent any further exercise of the right or remedy or any other right or remedy which may be available whether under these Conditions, any Contract and/or as a matter of general law.

13.9 These Conditions, each Contract and any dispute or claim arising out of or in connection these Conditions, any Contract or their respective subject matter or formation (including any non-contractual disputes or claims) shall be governed by English law and, save in respect of the enforcement of any judgment, the parties agree to submit to the exclusive jurisdiction of the English courts.