Purchasing Blatchford Products Limited

ORDER & PURCHASE TERMS OF BLATCHFORD PRODUCTS LIMITED (“BLATCHFORD”)

1.0 INTERPRETATION

1.1 In these terms, except where the context otherwise requires:

Applicable DP Laws means the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), including as implemented under English law, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and the Data Protection Act 2018, in each case as amended, replaced or updated from time to time;

Blatchford means BLATCHFORD PRODUCTS LIMITED (registered no 04395856 whose registered office is at Lister Road, Basingstoke, Hants, RG22 4AH);

Contract means each agreement for the supply of Goods and/or Services;

Delivery Address means the delivery address (if any) specified in the Contract;

Goods means the goods or materials (including any instalment of them or any part of them) described in the Contract or delivered as part of or ancillary to the Services;

Insolvency Event means any corporate action, application, order, proceeding or appointment or other step is taken or made by or in respect of the Seller for any composition, compromise or arrangement with any of its creditors, any restructuring plan, any moratorium, its winding-up dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three days;

Purchase Order means Blatchford’s purchase order for the Goods or Services;

Seller means the person to whom the Purchase Order is addressed, unless otherwise stated in the Contract;

Services means the services (if any) described in the Contract;

Specification means the specification of the Goods and/or Services;

Warranty Period means the longer of (i) 12 months from Blatchford’s acceptance of the Goods; (ii) any period specified as such in the Contract; or (iii) any period implied by law during which the Goods should remain of satisfactory quality;

1.2 References to regulations, statutes or other statutory provisions shall be construed to include references to those regulations, statutes or provisions as amended, re-enacted or modified from time to time;

1.3 Words denoting the singular include the plural and vice versa; words denoting any one gender include all genders and vice versa and reference to a person shall include an individual, partnership, body corporate and unincorporated association.

1.4 The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

2.0 PURCHASE ORDERS AND CONTRACTS

2.1 Each Purchase Order constitutes an offer by Blatchford to purchase the Goods and/or acquire the Services. A Purchase Order may be revoked or amended by Blatchford at any time prior to the Seller’s acceptance. Acceptance shall take place whenever it is expressly accepted or confirmed by the Seller in Writing.  Upon acceptance, a binding Contract shall exist to supply the Goods and/or Services.

2.2 If any Contract contains provisions which are inconsistent with, or conflict with these terms, those provisions will prevail over these terms to that extent except (i) nothing shall prevail over clauses 8 and 9 unless the provision expressly refers to those clauses and states that it prevails over them; (ii) no standard terms of the Seller shall form part of any Contract unless the intention to incorporate such Seller’s terms and to override these terms wholly or in part is clearly expressed in Writing and signed by duly authorised representatives of both parties.

3.0 PRICE

3.1 The price of the Goods and/or Services shall be as stated in the Contract. No increase in the price may be made. Prices must be invoiced in sterling unless agreed otherwise.

3.2 No invoice may be submitted until after delivery of the Goods or performance of the Services.

3.3 Invoices shall be paid no later than 60 days after the end of the month of receipt by Blatchford of a proper invoice or, if later, 60 days after acceptance of the Goods/Services by Blatchford.

3.4 The Seller may charge interest if payment is not made in accordance with clause 4, from the final due date until payment is received at an annual rate of two percent above the official Bank Rate from time to time (as determined by the Bank of England’s Monetary Policy Committee).

4.0 TERMS OF PAYMENT

4.1 The Seller shall not be entitled to invoice Blatchford until after Delivery of the Goods or performance of the Services.

4.2 Invoices for Goods and/or Services supplied in accordance with the Contract shall be paid no later than 60 days net, after receipt by Blatchford of a proper invoice or, if later, 60 days after acceptance of the Goods or Services in question by Blatchford.

4.3 Blatchford shall be entitled (but not obliged) to set off any liability of the Seller to Blatchford against any liability of Blatchford to the Seller (in either case however arising).

4.4 Any sums payable by Blatchford hereunder which remain outstanding after the agreed date for payment shall carry interest (both before and after judgment in respect thereof) on a daily basis at an annual rate equal to two per cent per annum above the Bank of England’s published Bank Rate from time to time).

5.0 DELIVERY

5.1 The Goods shall be delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the Contract, in either case during Blatchford’s usual business hours. Delivery shall take place upon completion of unloading at the Delivery Address. Time of delivery or other performance is of the essence and if there is any delay, Blatchford may, without penalty, cancel the Contract or any part of it.

5.2 Blatchford may reject any over or under deliveries and shall not be required to pay for any over deliveries.

5.3 Blatchford shall not be required to accept instalment deliveries or performance unless this is expressly agreed in the Contract.

6.0 RISK AND PROPERTY

6.1 Risk of loss of or damage to the Goods shall pass to Blatchford at the time of Delivery of the Goods;

6.2 Property in the Goods shall pass to Blatchford upon Delivery, or, if earlier, when ascertained Goods are paid for or otherwise appropriated to the Contract.

7.0 REJECTION AND INSPECTION

7.1 Blatchford shall be entitled to reject any Goods and/or Services (or part thereof) delivered which are not in accordance with the Contract within 30 days of delivery or performance.

7.2 Any rejected Goods and/or Services may be returned to the Seller by Blatchford.

8.0 WARRANTIES

8.1 The Seller warrants to Blatchford that throughout the Warranty Period the Goods and/or Services:

8.1.1 are free from defects in design, material and workmanship;

8.1.2 shall correspond with any relevant Specification;

8.1.3 are suitable for any purpose expressly or by implication made known to the Seller;

8.1.4 comply with all relevant statutory requirements and regulations.

8.2 The Seller warrants to Blatchford that the Services will be performed with the appropriate care, skill and diligence and to such high standard of quality as it is reasonable for Blatchford to expect from an experienced and professional service provider.

8.3 If any Goods and/or Services are not supplied or performed in accordance with the Contract, Blatchford shall be entitled (at Blatchford’s option and at the Seller’s cost) (a) to require the Seller to (i) repair or replace the Goods; (ii) correct or re-perform the Services; or (b) to terminate the Contract and be repaid any sums paid.

9.0 INDEMNITY

9.1 The Seller shall indemnify Blatchford at all times against all claims, demands, liability, loss, damages, costs (including legal costs on a full indemnity basis) and expenses incurred by Blatchford arising out of or in connection with any claim which arises from defective Goods and/or Services.

10.0 COMPLIANCE WITH LAWS

10.1 In performing its obligations, the Seller shall (and shall procure that each member of its Group) comply with:

10.1.1 all applicable laws, statutes, regulations and codes in force from time to time including (but not limited to); (i) the Bribery Act and/or any Blatchford Anti-bribery and Anti-corruption policies; and (ii) Any other mandatory policies introduced by Blatchford.

10.2 Blatchford may terminate the agreement with immediate effect by giving written notice to the Seller if the Seller commits a breach of clause 1.

11.0 TERMINATION

11.1 Blatchford may without liability cancel the Contract in whole or part by notice to the Seller at any time prior to delivery or performance.

11.2 Blatchford may without liability terminate the Contract by notice to the Seller at any time if:

11.2.1 the Seller is in material breach of any of its obligations under the Contract;

11.2.2 the Seller suffers an Insolvency Event;

11.3 and in any other circumstances provided for in the Contract.

11.4 Upon termination the Seller shall immediately return all Specifications supplied by or created for Blatchford and any other information or materials which belong to or were supplied by Blatchford.

12.0 IPRS

12.1 All Specifications provided by Blatchford and all copyright, know how and all other intellectual property rights (“IPRs”) in or arising out of them and Goods and/or Services shall vest in and remain at all times the property of Blatchford and such Specifications may only be used by the Seller as necessary to perform the Contract.

12.2 Where Specifications, Goods or any developments to Goods (each being “Works”) are specifically produced or developed by the Seller for Blatchford, in connection with the Contract, the Seller hereby assigns all IPRs in such Works to Blatchford so that they shall be the exclusive property of Blatchford. The Works may only be used by the Seller as necessary to perform the Contract.

12.3 The Seller shall promptly do all such things and sign all documents necessary in the opinion of Blatchford to vest all IPRs in or arising out of any Works in Blatchford, absolutely and to enable Blatchford to defend and enforce its IPRs and shall at Blatchford’s request procure a waiver of moral rights in any Works.

13.0 CONFIDENTIALITY

13.1 The Confidential Information of Blatchford shall include, without limitation, all Works created or developed for Blatchford all information derived from any of them.

13.2 Neither party shall without the prior written consent of the other party (during and after termination of the Contract) use (other than in the performance of the Contract) or disclose to any other person any confidential information of the other party, save that this shall not prevent any disclosure of confidential information which is required by law, court order or any legal or regulatory authority or disclosures to a party’s professional advisors.

14.0 GENERAL

14.1 Blatchford may at any time assign, transfer, charge or deal in any other manner with any of its rights hereunder, or sub-contract any or all of its obligations hereunder.

14.2 The Seller shall not assign, transfer, charge, hold on trust for another or deal in any other manner with any of its rights or obligations hereunder, nor purport to do so, nor sub-contract any or all of its obligations hereunder.

14.3 Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with the Contract or by law shall not constitute a waiver of such right or remedy or of any other rights or remedies.

14.4 Any invalidity or unenforceability of a provision shall not affect the validity or enforceability of any other provision.

14.5 The parties agree to comply with all applicable requirements of the Applicable DP Laws and shall ensure that they have in place appropriate technical and organisational measures, policies and procedures to allow them to do this. To the extent that one of the parties are deemed a processor, the Contract shall be deemed to include and the processor shall comply with the obligations set out in Article 28.3 of the GDPR.

14.6 Save where expressly provided otherwise, the rights and remedies provided in the Contract are cumulative and are not exclusive of any right or remedy provided by law.

14.7 These terms, together with those set out in the Contract, constitute the entire agreement and supersede all previous agreements between the parties.

14.8 No provision of the Contract shall be enforceable by any person who is not a party to it, pursuant to the Contracts (Rights of Third Parties) Act 1999.

14.9 The Contract shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.