Conditions of Purchase

1. Definitions

In these Conditions:

“Goods” means all articles materials or work ordered hereunder.

“Order” means this purchase order.

“Buyer” means Poovac Ltd.

“Seller” means the person firm or company to whom the Order is addressed.

2. The Order

2.1 These conditions shall apply to the Order except to the extent that they may be inconsistent with any Special Conditions appearing on the face of or otherwise incorporated in the Order which shall have precedence over these Conditions.  Such Special Conditions shall contain the complete and final agreement between the Buyer and the Seller and shall not be varied except with the written agreement of the Buyer and the Seller.

2.2 The Seller must accept the Order within 21 days of the date it bears or such other period as the Buyer may agree in writing. Failure to do so will give the Buyer the right to cancel the Order.

2.3 The Buyer will not accept responsibility for any Goods unless supplied in accordance with an issued Order duly signed on behalf of the Buyer.

3. Delivery Conditions

3.1 Delivery of the Goods shall be made by the Seller to the Buyer’s agent at the Seller’s premises.

3.2 Delivery shall be strictly in accordance with the Order.

3.3 Any time or period for delivery despatch or completion shall be of the essence. The Buyer shall also be entitled to cancel the Order and/or claim reimbursement for all losses and expenses suffered in the event:-

3.3.1 The Seller fails to deliver the Goods or provide services in accordance with the terms of the Order.

3.3.2 The Seller fails to make progress with the Order so as to jeopardise the purpose of the Order.

3.4 All Goods must be properly and securely packed. The Buyer shall not pay for packing cases or containers but will return them to the Seller if so requested.

3.5 The Buyer’s representatives are to be allowed to visit the Seller’s premises at any reasonable time to check the progress of the work on the Goods and the Buyer’s representative shall be entitled on the authority of the Buyer to inspect the Goods which are the subject of the Order at any reasonable time at the Seller’s works or at the premises of permitted sub-contractor(s).

4. Quality Conditions

4.1 The Goods, the subject of this Order shall conform to United Kingdom safety standards and with technical specifications, drawings or other information and instructions specified in the Order or otherwise made known to the Seller by the

Buyer.

4.2 The Seller warrants that:

4.2.1 The Goods are free from defects in design, materials and workmanship.

4.2.2 The Goods are of merchantable quality and fit for their intended purpose where made known to the Seller or reasonably to be inferred.

4.2.3 Any services shall be provided with the exercise of professional care and skill. These warranties shall survive any termination of this Order and are not affected by inspection, delivery, acceptance or payment and shall ensure the benefit of the Buyer’s successors, assignees, customers and users of the item or service provided.

4.3 The Buyer reserves the right to reject any of the goods which do not comply with the specification or which are not of the best quality or do not reach approved standards of design, material, workmanship or quality or which are not in accordance with the Seller’s samples approved by the Buyer. The Buyer may return such rejected supplies to the Seller at the Seller’s expense and risk and the Seller shall at the Buyer’s option credit the value of such goods to the Buyer or supply replacement supplies free of charge within a reasonable time without prejudice to any further remedies by way of damage or otherwise which the Buyer may have against the Seller.

5. Price

No alternation to prices may be made without the consent of the Buyer in writing where prices have been agreed. Where prices are still to be agreed at the time of the Order is placed quotations must be submitted by the Seller and the confirming amendment be issued by the Buyer before invoices are rendered.

6. Invoices

Invoices should be submitted to the Buyer stating the purchase order number.

7. Payment

Payment will be made within 60 days of the date of delivery of the goods by the Seller. No interest surcharge will be accepted by the Buyer.

8. Termination

8.1 In the event of a breach or non-observance of any of these conditions the Buyer may give the Seller written notice of such breach or non-observance and the Seller shall have 28 days from receipt of such notice in which to rectify the breach or non-observance. In the event of such notice the Seller should fail so to rectify then the Buyer shall have the right to give the Seller notice forthwith terminating the Order and obtain the Goods from another source. The Seller shall indemnify the Buyer from and against any excess cost resulting from the termination of the order and the arrangement of another source of supply of the Goods.

8.2 The Buyer shall have the right to give the Seller written notice forthwith terminating the Order without liability to the Buyer except in respect of Goods already delivered to the Buyer prior to such termination should the Seller:-

8.2.1 (Being an individual or firm) have any distress or execution levied upon a substantial part of its property or assets or offer to make or make an arrangement with its creditors or commit any act of bankruptcy or have a petition in bankruptcy presented against it or

8.2.2 (Being a limited liability company) pass a resolution for winding up or have any petition for winding up the said company presented, such winding up in either of the above cases being other than for the purpose of a bona fide amalgamation or reconstruction or

8.2.3 Have a receiver of its undertaking appointed or make a general assignment of its assets for the benefit of its creditors.

8.3 The Order and agreement arising hereunder may be terminated at any time by the Buyer giving the Seller notice in writing. A fair and reasonable price shall be paid for all work in progress or completed at the time of termination and subsequently supplied to the Buyer. The Buyer shall not be liable to make any other payment to the Seller (including payments in respect of economic or consequential loss or loss of profit) as a result of such termination.

8.4 Any termination of the Order shall not prejudice any rights which may have accrued to either party.

9. Patents

The Seller will settle or defend at its expense (and pay any damages costs or fines resulting from) all proceedings or claims against the Buyer and its customers for infringement, or alleged infringement, by any goods furnished under this Order, or any part of use thereof, of patents (including utility models and registered designs) now or hereafter granted in the United Kingdom or in any country where the Seller hereto before has furnished similar goods. The Seller will at the Buyer’s request identify the countries in which the Seller hereto before has furnished similar goods.

10. Seller’s Documentation

The Seller will provide the Buyer with all present and future instructions relating to the use of the Goods and in particular draw attention to any dangers which may be met with on their handling or application or in their use in processing.

11. Sub-Contracts by the Seller

No work on this Order may be sub-contracted by the Seller (except as is customary in the trade) nor shall the Seller assign any of its obligations hereunder without first obtaining written approval of the Buyer. All sub-contracts shall where applicable be placed subject to the same terms and conditions as those contained in this Order.

12. Product Support

The Seller shall comply with every requirement of the Buyer’s relevant specification or direction if any, relating to product support including inter alia the free of charge supply of technical data, publications, modifications and spares data and the requirement to provide warranties in favour of and for the benefit of customers of the Buyer to whom the Goods are delivered.

13. General

13.1 Notices

All notices and communications shall be in writing. Any notice or other communication sent to the Seller shall be sufficient if sent to an address notified to the Buyer for the purpose or to the address of the Seller last known to the Buyer. Notices or other communications sent by the Seller to the Buyer shall be sent to the address given for the Buyer on the face of the Order.

13.2 Waiver

Any concession latitude or waiver allowed by the Buyer to the Seller in respect of any term hereof at any time shall not prevent the Buyer from subsequently enforcing that term and shall not be deemed a waiver of any subsequent breach.

13.3 Interpretation

Clause headings are for convenience only and shall not govern the interpretation of these Standard Conditions of Order.

13.4 Severance

In the event that any term condition or provision of the order shall be nullified or made void by any Governmental law, decree, regulation or order or by the decision or order of any court having jurisdiction the reaming terms, conditions and provisions of this Order shall remain in full force and effect.

13.5 Jurisdiction

These conditions shall be governed by construed and shall take effect in accordance with the Laws of England. Nothing in these conditions shall prejudice any condition or warranty (express or implied) or any other right or remedy to which the Buyer is entitled in relation to the Goods by virtue of statute law common law or otherwise.

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