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Standard Terms and Conditions of Purchase

BOWERS ELECTRICALS LIMITED:

TERMS AND CONDITIONS OF PURCHASE

March 2015

These terms and conditions (“Conditions”) set out the basis on which Bowers Electricals Limited (registered company number 01955004) (“us” or “we”) will purchase goods or services from a supplier (“you”). By agreeing to provide us with goods or services, you agree to comply with these Conditions. Interpretation In these Conditions, the following definitions apply: Contract means a contract between us for the supply of Goods and/or Services; Contract Documentation means all documents which form part of, constitute or evidence the Contract or any terms of the Contract, including these Conditions, and including any quotations, offers, orders acknowledgements of order, and acceptances and any documents incorporated by reference in any of them; “Defect” means any non-conformity of the Goods with the requirements of the Purchase Contract, including any defect in quality or state; Delivery Address means the location where the Goods or any instalment of the Goods are to be delivered by you, as stated in the Contract Documentation; Delivery Date. means any date by which or on the Goods or any instalment of the Goods are to be delivered by you, as stated in the Contract Documentation, or if no date is stated, as otherwise specified or agreed in accordance with these Conditions; Final Delivery Date means any delivery date which we have agreed in accordance with Condition 3.3 of the Contract; Goods means the goods (or any part of them) set out in the Contract Documentation; Insolvency Event means an event where a party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction)or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction. Intellectual Property Rights means all intellectual property rights (including patents, copyright, rights to inventions, trade marks, know-how, trade secrets and confidential information), whether registered or unregistered and all similar or equivalent rights or protection in any part of the world. Price means the price payable by the Goods, as stated in the Contract Documentation, or as otherwise agreed in writing by the parties; Services means the services, , to be provided by you to us; Specification means the description or specification for Goods or Services (as the case may be) agreed in writing by you and us.

1. Sale and Purchase
1.1 You agree to supply to us and we agree to take delivery of the Goods and pay the Price for the Goods.
1.2 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing .

2 Supply of Goods
2.1 Any Goods that you supply to us must:
2.2 match their description and any applicable Specification;
2.2.1 be of satisfactory quality and fit for any purpose that we have informed you of or which you have held out;
2.2.2 be free from defects for 12 months or such other longer period as agreed by both of us, after delivery or any longer period that we agree; and
2.2.3 comply with all applicable statutory and regulatory requirements.
2.3 You must have and maintain all the licences, permissions, authorisations, consents and permits needed to or supply the Goods, or carry out the Services

3 Delivery of Goods
3.2 You must properly pack and secure the Goods so that they reach us in good condition.
3.3 You will deliver the Goods:
3.3.2 to the Delivery Address;
3.3.3 during our normal operating hours; and
3.3.4 with any information that we reasonably require. You will deliver the Goods by the Delivery Date. If no Delivery Date has been agreed, the Delivery Date shall be such reasonable time as we agree with you, not to be unreasonably withheld. You will notify us as soon as you become or ought to become aware of any likely delay in delivery of the Goods, but notice of delays shall not relieve you of your obligation to deliver the Goods. If you do not or at any time notify us that it will not be able to deliver the Goods by the agreed Delivery Date, then you shall deliver the Goods by such reasonable date thereafter as we propose, and any such later date shall be a Final Delivery Date and failure to meet that Final delivery date shall entitle us to terminate the Contract and claim damages.
3.4 Delivery will be complete when you have unloaded the Goods at the Delivery Address.
3.5 We can reject the Goods if you deliver the wrong quantity. Alternatively, if you have delivered more Goods than we ordered, we can require you to collect the excess from us and if you deliver fewer Goods than we ordered, we can choose to keep them and you must make a pro rata adjustment to the price.
3.6 You will not deliver the Goods in instalments without our prior written consent.
3.7 Title and risk in the Goods shall pass to us on completion of delivery.

4 Supply of services
4.2 In providing the Services, you must:
4.2.2 meet any performance dates specified in the Order or agreed between us;
4.2.3 co-operate with us in all matters and comply with our instructions;
4.2.4 perform the Services with skill and care and in accordance with best practice in your trade;
4.2.5 use a sufficient number of suitably qualified and experienced personnel;
4.2.6 comply with the Specification;
4.2.7 ensure the Goods are fit for any purpose made known to you by us or held out by you and free from defects;
4.3 provide all equipment, tools and vehicles and such other items required to provide the Services;
4.4 maintain all necessary licences and consents, and comply with all applicable laws and regulations;
4.5 observe all rules, regulations and other requirements that apply at any of our premises; and
4.6 not do or omit to do anything which may cause us to lose any licence, authority, consent or permission upon which we rely for the purposes of running our organisation.

5 Our remedies
5.2 If you don’t deliver the Goods and/or perform the Services by the applicable date or where we have agreed, the Final Delivery Date or if the Goods and/or Services don’t meet the requirements of these Conditions we can:
5.3 Cancel the Contract immediately on notice to you;
5.4 refuse to accept any further Services or Goods from you;
5.5 obtain substitute goods or services and recover from you the costs we incur in doing so; and/or
5.6 recover damages from you for any losses we incur; and/or
5.7 receive a refund in relation to any Services or Goods you have not provided; and/or
5.8 require you to repair, replace or refund the cost of any Goods that don’t meet these Conditions.
5.9 These Conditions apply to any substituted or remedial services and/or repaired or replacement goods you supply to us.

6 Charges and payment
6.2 The price for the Goods and/or Services:
6.3 will be the Price set out in the Contract Documentation; and
6.4 includes all your costs and expenses and we will not be required to pay any additional amounts.
6.5 You may invoice us any time after delivery of the Goods or completion of the Services and we will settle your invoices within [45] days of receiving them.
6.6 The Price shall be [inclusive] of Vat or any other applicable sales tax, which you shall set out in the invoice.
6.7 If we don’t pay any sums we owe to you under the Contract and do not dispute, you can charge interest on those sums at 2 per cent per annum above the base rate of the Bank of England accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment and this will be your sole entitlement to interest. 6.8 You must keep complete and accurate records of the time spent and materials used by in providing the Services and allow us to inspect them on request.
6.9.We can deduct from any amount owed to you by us any amount you owe to us.

7 Intellectual Property Rights
7.2 You warrant that you own all rights, title and interest in the Goods.
7.3 You transfer to us with full title guarantee and free of any third party rights all Intellectual Property Rights in the Goods and will do promptly at our request anything that we ask you to do to confirm this transfer.

8 Indemnity
8.2 You will indemnify us in full against all costs, expenses, damages and losses awarded against or incurred or paid by us in connection with:
8.2.2 any claim against us for death, personal injury or damage to property arising out of any acts or omissions, negligence, failure or delay by you, your employees, agents or subcontractors; and
8.2.3 any claim made against us for infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the Goods or Services.
8.3 At any time when you are providing Goods or Services to us you must have, product liability insurance and public liability insurance with a reputable insurance company, (each on an occurrence basis) to cover your potential liabilities to us and you must provide proof that such insurance is in place if we ask you to do so.

9 Confidentiality
You will keep confidential all information of a confidential nature which you obtain in connection with the Contract. You will only disclose such confidential information to third parties that need to know it for the purpose of the Contract, and shall ensure that those third parties are subject to obligations of confidentiality corresponding to the obligations in this clause 9. This clause 9 shall survive termination of the Contract.

10 Termination
10.2 We can cancel a Contract on written notice to you:
10.2.2 if you commit a material or persistent breach of these Conditions and (if such a breach is remediable) fail to remedy that breach within 7 days of receipt of notice in writing of the breach;
10.2.3 if you are subject to an Insolvency Event;
10.2.4 if you suspend or threaten to suspend, or ceases or threaten to cease to carry on, all or a substantial part of your business;
10.2.5 if you are an individual, if you die or become incapable of providing the Services and/or Goods;
10.2.6 in respect of Services, by giving you one month’s written notice; and
10.2.7 in respect of Goods, with immediate effect in which case we will pay you fair and reasonable compensation for any work in progress but not for any loss of profit.
10.3 In relation to our rights under clause 10.2, we can cancel the whole or any part of an Order.
10.4 If we cancel a Contract:
10.4.2 you must deliver to us as soon as soon as reasonably possible any Goods that we have paid for;
10.4.3 the accrued rights and remedies of the parties as at termination shall not be affected; and
10.4.4 parts of these Conditions which expressly or by implication have effect after cancellation shall continue in full force and effect.

11 General
11.2 Neither of us shall be liable for any delay or failure to perform our obligations under these Conditions caused by circumstances beyond the reasonable control of, and unavoidable by us. If such circumstances prevent you supplying the Goods and/or Services for more than 2 weeks, we can cancel our Order on written notice with immediate effect. 11.3 We can assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under the Contract at our discretion but you may not do so only with our written consent, such consent not to be unreasonably withheld or delayed.
11.4 A default by you can only be waived by us in writing.
11.5 Each of these Conditions operates separately and, if any court or relevant authority decides that any of them are unlawful, the remaining provisions will remain in full force and effect.
11.6 There is no partnership, agency or joint venture of any kind between you and us. Neither of us shall have authority to act as agent for, or to bind, the other in any way.
11.7 A person who is not a party to the Contract shall not have any rights under or in connection with it.
11.8 Any variation to the Contract shall only be binding when agreed in writing and signed by us.
11.9 Our rights and remedies under these Conditions are in addition to its other rights and remedies under statute or common law.
11.10 The Contract and any dispute or claim arising in connection with it (including noncontractual disputes or claims), shall be governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.

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