Terms and Conditions of Purchase

These terms and conditions (“Terms”) are the Terms that apply to the purchase of Goods and provision of Services to Felgains Limited, company registration number 09877342, whose registered office is at 33 Knightsdale Road, Ipswich, Suffolk IP1 4JJ and any of its group of companies (“Felgains/We/Us/Our/s”)

1. Agreement

These terms and conditions apply to the exclusions of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2. Definitions and Interpretation

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Confidential Information: any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Agreement; any information that is identified as being of a confidential or proprietary nature; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the afore-mentioned. For the avoidance of doubt this shall include any of Our Customers’ confidential information.

Control: as defined in section 1124 of the Corporation Tax Act 2010.

Data Protection Legislation: the UK General Data Protection Regulation as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace the same and relate to data privacy.

Deliverables: any documents, products and materials created or developed by or on behalf of the Supplier as part of or in connection with the provision of the Services.

Delivery Date: shall be the date set out in the Order.

Delivery Location: means the address or addresses for delivery of the Goods as set out in the Order or such other address as notified by Us to the Supplier.

Effective Date: shall be the date that the Order is accepted by the Supplier either expressly or by conduct.

Goods: means the goods and related accessories, spare parts and documentation and other physical material set out in the Order or understood by the parties to be included in the goods and to be supplied by the Supplier to Us;

Goods Specification: any specification for the Goods, including related plans and drawings, agreed in writing by Us and the Supplier.

Intellectual Property Rights: patents, copyright, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Mandatory Policies: Our policies and codes of conduct including but not limited to those relating to anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Us to the Supplier from time to time.

Order/ Purchase Order: means the purchase order submitted by Us.

Our Materials: all documents, information, items and materials in any form (whether owned by Us or a third party), which are provided by Us to the Supplier in connection with the Services.

Our Customers: means those organisations, businesses or individuals to whom We supply or intend to supply Goods or Services.

Payment Terms: shall mean the payment terms agreed by the parties and if no such terms are agreed, We shall pay any invoice correctly and properly submitted to Us within 30 days of receipt of the Supplier’s invoice.

Price: shall be the price specified in the Order.

Services: the services, including any Deliverables, set out in the Order or understood by the parties to be included in the services to be supplied by the Supplier to Us.

Services Commencement Date: shall be the date set out in the Order.

Supplier/You/Yours: the person, company, business or organisation that will be supplying Goods or Services to Us under this Agreement.

Supplier Materials: all documents, information, items and materials in any form (whether owned by Supplier or a third party), which are used by the Supplier in connection with the provision of the Goods and/or Services.

Term: has the meaning set out in the Order.

Clause headings shall not affect the interpretation of this
Unless the context otherwise requires, words in the singular shall include the plural and in the plural, shall include the singular.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3 Commencement and Duration

This Agreement will come into effect on the Effective Date and will continue for the Term, unless terminated earlier by either party as set out in this Agreement.

4 Supply of Goods

The Supplier shall ensure that the Goods shall:
- correspond with their description and any applicable Goods Specification;
- be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 or any other applicable legislation relating to the supply of goods) and fit for any purpose held out by the Supplier or made known to the Supplier by Us expressly or by implication, and in this respect We rely on the Supplier’s skill and judgement;
- where they are manufactured, be free from defects in design, materials and workmanship and remain so for 24 months after the Delivery Date;
- comply with all applicable EU and UK laws, regulations, regulatory policies, guidelines or requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods including all relevant quality standards applicable to such Goods; and
- match any proof or sample provided to Us by the Supplier, and accepted by Us in writing, in particular but not limited to pantone, shade and colour.
The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under this Agreement in respect of the Goods.
We may inspect and test the Goods at any time before The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under this Agreement.
If following such inspection or testing We consider that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 4.1, We shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
We may, at the Supplier’s expense, conduct further inspections and tests after the Supplier has carried out its remedial actions.
In respect of any Goods that You supply to Us, You agree that You shall supply those Goods to Us exclusively within the United Kingdom for a period of 5 years unless We agree otherwise in writing.

5 Delivery of Goods

The Supplier shall ensure that:
- the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
- the Goods, and any packaging that the Goods are in, are delivered to Us undamaged;
- each delivery of the Goods is accompanied by a delivery note which (unless We advise otherwise) shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), the weight of the Goods, any special handling or storage instructions and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;
- it states clearly on the delivery note any requirement for Us to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the
- No packaging shall display or feature any Supplier logo, contact details or similar that shall identify the Supplier to Our Customers or third parties.
Unless otherwise notified by Us in writing, the Supplier shall deliver the Goods:
- on the Delivery Date:
- to the Delivery Location; and

during Our normal hours of

Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery
Where Goods are delivered in instalments, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Us to the remedies set out in clause 7.
Title and risk in the Goods shall pass to Us on delivery of the Goods (whether in full or in part if delivery is made by instalments) at the Delivery Location.
Time shall be of the essence in respect of

6 Supply of Services

The Supplier shall from the Service Commencement Date and for the duration of this Agreement supply the Services to Us in accordance with the terms of this Agreement.
The Supplier shall meet any performance dates for the Services and time is of the essence in relation to any of those performance dates.
In providing the Services, the Supplier shall:
- co-operate with Us in all matters relating to the Services, and comply with all of Our instructions;
- perform the Services with the best care, skill and diligence in accordance with best practice in the

Supplier’s industry, profession or trade;

use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in

sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Agreement;

ensure that the Services and Deliverables will conform with all descriptions and specifications and that the Deliverables shall be fit for any purpose that We expressly or impliedly makes known to the Supplier;
provide all equipment, tools and vehicles and such other items as are required to provide the Services;
use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Us, will be free from defects in workmanship, installation and design;
obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services including all relevant quality standards applicable to such Services and the Mandatory Policies;
observe all health and safety rules and regulations and any other security requirements that apply at any of Our premises;
hold Our Materials in safe custody at its own risk, maintain Our Materials in good condition until returned to Us, and not dispose or use Our Materials other than in accordance with Our written instructions or authorisation; and
not do or omit to do anything which may cause Us to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that We may rely or act on the Services.

7 Our Remedies

If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, We shall, without limiting or affecting other rights or remedies available to Us, have one or more of the following rights:
- to terminate this Agreement with immediate effect by giving written notice to the Supplier;
- to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
- to recover from the Supplier any costs incurred by Us in obtaining substitute goods and/or services from a third party;
- to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
- to claim damages for any additional costs, loss or expenses incurred by Us which are in any way

attributable to the Supplier’s failure to meet such dates.

If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 1, then, without limiting or affecting other rights or remedies available to Us, We shall have one or more of the following rights, whether or not We have accepted the Goods:
- to terminate this Agreement with immediate effect by giving written notice to the Supplier;
- to reject the Goods (in whole or in part) whether or not title has passed and to return them to the

Supplier at the Supplier’s own risk and expense;

to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
to recover from the Supplier any expenditure incurred by Us in obtaining substitute goods from a third

party; and

to claim damages for any additional costs, loss or expenses incurred by Us arising from the Supplier’s failure to supply Goods in accordance with clause 4.1.

This Agreement shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
Our rights under this Agreement are in addition to any rights and remedies implied by statute and common

8 Our Obligations

We shall:
- provide such necessary information for the provision of the Goods and/or Services as the Supplier may reasonably request; and
- provide access to Our premises or facilities as may reasonably be requested by the Supplier and agreed with the Supplier in writing in advance, for the purposes of this Agreement.

9 Pricing and Payment Terms

In consideration of the provision of the Goods and/or Services by the Supplier, We agree to pay the Price in accordance with the Payment Terms.
The Price shall be inclusive of the costs of packaging, insurance and carriage of the Goods and include all costs and expenses of the Supplier directly or indirectly incurred in connection with the performance of the Services.
Unless otherwise agreed by the parties in writing, the Supplier shall invoice Us after completion of delivery of the Goods and/or on completion of the Services (as applicable). Notwithstanding the Delivery Location, all invoices shall be sent to Us at the address indicated on the Order.
We shall pay each invoice in accordance with the Payment Terms, or on such other date as agreed in writing between the parties, to a bank account nominated in writing by the Supplier from time to time.
We may at any time, without notice to the Supplier, set off any liability of the Supplier to Us against any liability We have to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. Any exercise by Us of Our rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.
The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Us to inspect such records at all reasonable times on request.

10 Intellectual Property

We will own any Intellectual Property Rights existing in Our Materials and any Deliverables. We grant the Supplier a personal, non-exclusive, non-transferable licence to use Our Materials for the purposes of this Agreement.
The Supplier will own any Intellectual Property Rights existing in the Supplier The Supplier grants Us a personal, non-exclusive, non-transferable licence to use the Supplier Materials for the purposes of this Agreement.

11 Limitation on Liability

Nothing in this Agreement shall limit or exclude Our liability for:
- death or personal injury caused by Our negligence, or the negligence of Our personnel, agents or sub- contractors;
- fraud or fraudulent misrepresentation; or
- any other liability which cannot be limited or excluded by applicable
Subject to clause 11.1, We shall not have any liability to the Supplier whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, goodwill, business opportunities or anticipated savings or benefits, or for any loss of corruption of data or for any indirect or consequential loss arising under or in connection with this Agreement.
Our total aggregate liability to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Price paid by Us under this Agreement in the 12 months preceding the date the liability arose or £50,000 whichever is the lower sum.

12 Representations and Warranties and Undertakings

Each party represents, warrants and undertakes to the other that:
- it has full capacity and authority to enter into and to perform this Agreement;
- this Agreement is executed by a duly authorised representative of that party;
- there are no actions, suits or proceedings or regulatory investigations pending or, to that party’s knowledge, threatened against of affecting that party before any court or administrative body that might affect the ability of that party to meet and carry out its obligations under this Agreement;
- it conducts its business in a manner that is consistent with the Mandatory Policies; and
- once duly executed this Agreement will constitute its legal, valid and binding

13 Indemnity

The Supplier shall indemnify Us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and

legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Us arising out of or in connection with:

any claim made against Us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding Our Materials);
any claim made against Us by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables;
any claim made against Us by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services;
any breach of the Mandatory

14 Confidential Information

You undertake at any time during this Agreement, and for a period of 5 years after termination, not to disclose, copy or use any of Our Confidential Information except as permitted by clause 14.2.
You may disclose Our Confidential Information to Your employees, officers, representatives or advisers who need to know such information for the purposes of exercising Your rights or carrying out Your obligations under or in connection with this Agreement as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
You shall not use any of Our or Our Customer’s company logos or trademarks or Goods in any of Your advertising materials or methods either verbally, physically or in any form of digital or electronic communication or disclose that We are one of Your customers. without Our express consent in writing.

15 Data Protection

Both parties agree to comply with their obligations under the Data Protection Legislation in respect of any Personal Data, which it supplies or receives under, or in connection with, this Agreement in its role as either Data Controller or Data Processor. Where a party is Data Controller it will ensure that it has obtained from all relevant Employees all consents which may be necessary in order for it, or the Data Processor, to lawfully process Personal Data about those Employees for the purposes of delivering the Services and Products.
Both parties warrant that they will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal

16 Reporting and Audit

The Supplier shall:
- maintain a complete set of records to trace the supply chain of all Goods and Services provided to Us in connection with this Agreement;
- permit Us and Our third-party representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of the Mandatory Policies, to have access to and take copies of the Supplier’s records and any other information and to meet with the Supplier’s personnel to audit the Supplier’s compliance with its obligations and with the Mandatory Policies.

17 Termination and Consequences of Termination

Without affecting any other right or remedy available to Us, We may terminate this Agreement:
- with immediate effect by giving written notice to the Supplier if:
  - there is a change of Control of the Supplier; or
  - the Supplier’s financial position deteriorates to such an extent that in Our opinion the Supplier’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy; or
  - the Supplier commits a breach of clause 14, clause 15 or the Mandatory Policies,
- for convenience by giving the Supplier 30 days’ written
Without affecting any other right or remedy available to it, either party may terminate this Agreement immediately on written notice to the other if:
- the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days of being notified in writing to do so;
- the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;
- an application is made to the court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or

the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

On termination of this Agreement, the Supplier shall immediately deliver to Us all Deliverables whether or not then complete and return all of Our If the Supplier fails to do so, then We may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.
The expiry or termination of this Agreement shall not affect the accrued rights, remedies, obligations or liabilities of the parties under it existing at expiry or termination.
The following clauses shall continue in force: clause 10 (Intellectual Property), clause 11 (Limitation of Liability), clause 13 (Indemnity), clause 14 (Confidentiality), clause 15 (Data Protection), clause 17 (Consequences of Termination), clause 18 (Force Majeure), clause 19 (Insurance), clause 20(General) and any other provision of this Agreement which expressly or by implications is intended to continue.

18 Force Majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 10 Business Days or more, the party not affected may terminate this Agreement by giving 5 Business Days’ written notice to the other party.

19 Insurance

During the Term and for 6 years thereafter, the Supplier shall, at its expense, maintain in force with a reputable insurance company, adequate insurance covering the supply of the Goods and/or Services and its liabilities under this Agreement including as a minimum employer’s liability insurance for no less than £15,000,000, public liability insurance for no less than £10,000,000 and product liability insurance for no less than £10,000,000 in each case per event increasing annually in accordance with the UK retail prices The Supplier shall, on Our request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

20 General

Dispute Resolution: Subject to either party’s rights and remedies under this Agreement, the parties agree to use all reasonable efforts to negotiate and amicably resolve any disputes in relation to this Agreement by senior level
Publicity: Neither party shall make any public announcement regarding the existence or subject matter of this Agreement without the prior written consent of the other party.
Notices: Any notice given in respect of this Agreement shall be deemed to have been given if delivered personally (including by courier) to either party at their respective addresses indicated on the Order, or at such other address as may be notified by either party from time to time in writing, at the time of delivery or if sent by prepaid, recorded delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK 7 Business Days after
Assignment: the Supplier shall not assign nor in any manner transfer any interest or claim in this Agreement to any third party, unless authorised in advance in writing by Us, such authorisation not to be unreasonably withheld or delayed. We may assign the Agreement by giving You notice of Our intention to do so.
Sub-contracting: the Supplier may only sub-contract its rights or obligations under this Agreement with Our prior written consent.
Severability: If any provision of this Agreement (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be
Amendment: No amendment or variation of this Agreement shall be effective unless it is in writing and signed by an authorised representative of the parties.
Entire Agreement: This Agreement constitutes the whole Agreement between the parties and supersedes all previous Agreements between the parties relating to its subject matter.
Waiver: A failure or delay by either Us or You to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
No Partnership or Agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.
Third Party Rights: Except as expressly provided for in this clause 20.11 a person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. Our assignees shall have the right to enforce the provisions of this Contract.
Costs: Each party shall pay their own costs and expenses incurred by it in connection with the entering into of this Agreement.

Counterparts: This Agreement may be executed in any number of This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
Law and Jurisdiction: This Agreement and any non-contractual rights or obligations arising out of or in relation to it, shall be governed by and construed in accordance with English law and the parties irrevocably submit to the non- exclusive jurisdiction of the English courts for any dispute arising in connection with this Agreement.