TERMS AND CONDITIONS OF PURCHASE

1 Interpretation and Headings

1.1 In these Conditions:

1.1.1 "Conditions" means the standard terms and conditions of purchase specified in this document and which form part of the Contract;

1.1.2 "Confidential Information" means all data and/or information concerning the business or affairs of Profins, its trade secrets, proprietary information and know-how (whether or not it is in a tangible, electronic or documented form and whether or not, if in tangible, electronic or documented form, it is marked or identified as being proprietary or under the control of Profins) which Profins discloses to the Seller or permits the Seller to access electronically for the purposes of the Contract;

1.1.3 "Contract" means the contract for the sale and purchase of the Goods and the supply and acquisition of the Services;

1.1.4 "Delivery Address" means the address stated on the Order;

1.1.5 "Delivery Date" means the date of delivery stated on the Order;

1.1.6 "Goods" means the goods (including any instalment of the goods or any parts of them) described in the Order;

1.1.7 "Order" means Profins’ purchase order;

1.1.8 "Price" means the aggregate price of the Goods and/or the charge for the Services as stated in the Order and, where the context permits, the price for any instalment of the Goods or the Services, where the Goods are to be delivered, or the Services are to be performed, by instalments;

1.1.9 "Services" means the services (if any) described in the Order;

1.1.10 "Specification" includes any plans, drawings, data or other information relating to the Goods or Services which the Contract requires the Goods or Services to conform to; and

1.1.11 "Writing" and any similar expression, includes facsimile transmission and comparable means of communication but not electronic mail.

1.2 In these Conditions the singular includes the plural and vice versa and a reference to one gender includes all others.

2 Basis of Purchase

2.1 The Order constitutes an offer by Profins to purchase the Goods and/or acquire the Services subject to these Conditions.

2.2 The Order will lapse unless unconditionally accepted by the Seller in Writing within [ ] days of its date. Any variation of the Contract must be agreed in Writing between Profins and the Seller.

2.3 These Conditions shall apply to the Contract to the exclusion of any other terms on which any quotation has been given to Profins or subject to which the Order is accepted or purported to be accepted by the Seller.

2.4 No variation of the Conditions shall be binding upon Profins unless it has expressly been agreed in Writing between Profins and the Seller and performance, whether full or partial, of the Contract will not constitute acceptance of any variation of these Conditions.

3 Specification

3.1 The quantity, quality and description of the Goods and the Services shall be as specified or referred to in the Order and/or in any applicable Specification supplied by Profins to the Seller or as otherwise notified or agreed in Writing by Profins.

3.2 Any Specification supplied by Profins to the Seller, or specifically produced by the Seller for Profins, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of Profins, and the Seller as beneficial owner assigns to Profins all such copyright, design rights and other intellectual property rights for no further consideration, subject only to the payment of the Price. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or is required for the purpose of the Contract. The Seller acknowledges that such Specification shall be Confidential Information for the purposes of Clause 12.

3.3 The Seller undertakes that

3.3.1 it will comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing, pricing and delivery of the Goods and the performance of the Services; and

3.3.2 when it is required to perform its obligations under the Contract on the premises of Profins, it will comply with all of Profins’ rules and practices relating to health and safety provided these have been brought to the attention of the employees, agents or personnel of the Seller who are on the premises; and

3.3.3 it will ensure that the Goods are manufactured in accordance with the requirements of the Specification and with its quality control procedures which shall be based upon BS EN ISO 9001, EN ISO 14001, any applicable equivalent standards or any standards that replace them from time to time and shall conform to all relevant environmental standards, guidelines and codes of practice and shall take all practical steps in the fulfilling of its obligations under the Contract to minimise any risk to the environment.

3.4 The Seller shall not unreasonably refuse any request by Profins, its agents or any appointed inspection authority to inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and the Seller shall provide Profins, its agents or such inspection authority with all facilities reasonably required for inspection and testing.

3.5 If, as a result of such in-process inspection or testing, Profins is not satisfied that the Goods will comply in all respects with the Contract, and Profins so informs the Seller within seven days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.

3.6 The Goods shall be marked in accordance with Profins’ instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach the Delivery Address in an undamaged condition in the ordinary course.

4 Price of Goods and Services

4.1 The Price of the Goods and Services shall be as stated in Profins’ Order.

4.2 The Price, unless otherwise so stated, shall be:-

4.2.1 inclusive of all charges for packaging, transport, shipping, carriage, insurance and delivery of Goods to the Delivery Address.

4.2.2 exclusive of any applicable value added tax, which shall be payable by Profins subject to receipt of a valid VAT invoice; and

4.2.3 inclusive of all other duties, imposts or levies other than value added tax.

4.3 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of Profins in Writing. In particular, but without prejudice to the foregoing generality, under no circumstances will Profins accept raw material surcharges as a post manufacture determined cost element and any invoices received including any such surcharge shall not be considered to be a proper invoice in terms of Clause 5 hereof and shall be returned to the Seller by Profins.

4.4 Profins shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its terms of sale.

5 Terms of Payment

5.1 The Seller may invoice Profins for the Price after delivery of the Goods and performance of the Services and any invoice shall quote the number of the Order. Where the Goods are to be delivered, or the Services are to be performed by instalments, and the Order specifies unit prices for each particular instalment then the Seller may invoice Profins in the amount of the appropriate unit price for each instalment on or at any time after it has been delivered or performed (as appropriate).

5.2 Unless otherwise stated in the Order, Profins shall pay the Price within 60 days after the end of the month of receipt by Profins of a proper invoice or, if later, after acceptance of the Goods or Services in question by Profins.

5.3 Profins may set off against the Price any sums owed to Profins by the Seller, whether under this Contract or any other contract between Profins and the Seller or otherwise howsoever arising.

6 Delivery

6.1 The Goods shall be delivered to the Delivery Address on the Delivery Date stated in the Order during Profins’ usual business hours. Unless otherwise provided in the Order, any Services shall be performed at such time and at such places as may be required in order to enable the Goods to be delivered timeously in accordance with this Clause 6.

6.2 Where the Delivery Date of the Goods or of performance of the Services is to be specified after the placing of the Order, the Seller shall give Profins reasonable notice of the specified date.

6.3 Both the Delivery Date and the time of delivery of the Goods and of performance of the Services is of the essence of the Contract.

6.4 A packing note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently.

6.5 If the Goods are to be delivered, or the Services are to be performed, by instalments, the Contract will be treated as a single contract and will not be severable.

6.6 Profins may reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until Profins has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.

6.7 The Seller shall supply Profins in good time with any instructions, documentation, certification or other information required to enable Profins to accept delivery of the Goods and performance of the Services.

6.8 Profins shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by Profins.

6.9 If the Goods are not delivered or the Services are not performed on the Delivery Date then, without limiting any other remedy, Profins shall be entitled to deduct from the Price or (if Profins has paid the Price) to claim from the Seller by way of liquidated damages for delay, 1 per cent of the Price for every week’s delay or part thereof, up to a maximum of 5 per cent of the Price.

7 Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to Profins on delivery to Profins in accordance with the Contract.

7.2 The property in the Goods shall pass to Profins on delivery, unless payment for the Goods is made prior to delivery, when it shall pass to Profins once payment has been made and the Goods have been appropriated to the Contract. For the avoidance of doubt, where Profins takes delivery by instalments, title to the Goods shall pass to Profins as soon as Profins receives such Goods.

7.3 Notwithstanding that the Price may not have been paid at the Delivery Date, Profins may resell or use the Goods in the ordinary course of its business as it sees fit.

8 Warranties and Liability

8.1 The Seller warrants to Profins that the Goods:

8.1.1 will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Seller or made known to the Seller in Writing at or before the time the Order is placed;

8.1.2 will be free from defects in design, material and workmanship;

8.1.3 will be free and clear of all liens claims and encumbrances;

8.1.4 will correspond with any relevant Specification or sample; and

8.1.5 will comply with all statutory requirements and regulations relating to the sale of the Goods.

8.2 The Seller warrants to Profins that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for Profins to expect in all the circumstances.

8.3 Without limiting any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract, then Profins shall be entitled:

8.3.1 to require the Seller to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within a further period of 14 days but for the avoidance of doubt, Profins shall not be obliged to require the Seller to repair or replace the Goods or Services and may approach third parties to effect such repair or replacement and the Seller shall be liable for the reasonable costs and expenses incurred by Profins in respect of such third party's services; or

8.3.2 at Profins’ sole option, and whether or not Profins has previously required the Seller to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Seller’s breach and require the repayment of any part of the Price which has been paid.

8.4 The Seller shall indemnify Profins in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by Profins as a result of in connection with:

8.4.1 breach of any warranty given by the Seller in relation to the Goods or the Services;

8.4.2 any claim that the Goods infringe, or their importation, use or resale, infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by Profins;

8.4.3 any liability under the Consumer Protection Act 1987 in respect of the Goods;

8.4.4 any act or omission of the Seller or its employees, agent or sub-contractors in supplying, delivering and installing the Goods; and

8.4.5 any act or omission of the Seller’s or its employees, agent or sub-contractors in connection with the performance of the Services.

8.5 The Seller shall take out and maintain throughout the Contract such insurance cover with a reputable insurer as is necessary to adequately cover the liabilities accepted by it in this Clause 8 and will produce at the request of Profins a copy of the insurance policy or policies and relevant renewal receipts for inspection by Profins. Where Profins has consented in Writing to the Seller sub-contracting its obligations under the Contract for the purposes of Clause 8 the Seller shall procure that sub-contractors are insured to appropriate levels as may be relevant to their work.

9 Termination

9.1 Profins may cancel the Order in respect of all or part only of the Goods and/or the Services by giving notice to the Seller at any time prior to delivery or performance, in which event Profins’ sole liability shall be to pay to the Seller the Price for the Goods or Services in respect of which Profins has exercised its right of cancellation, less the Seller’s net saving of cost arising from cancellation. In the event that the Order is cancelled or terminated

9.1.1 the Seller shall take all steps necessary to mitigate the costs and liabilities incurred by it in connection with such cancellation or termination; and

9.1.2 the Seller shall protect, preserve and deliver in accordance with Profins’ instructions any property related to the Order which is in Seller's possession at the date of such cancellation or termination.

9.2 Profins may at any time by notice in Writing to the Seller, terminate the Contract with immediate effect in the event that:-

9.2.1 the Seller ceases or intimates its intention to cease to conduct its business or Profins has reasonable grounds for believing that the Seller has ceased or intends to cease to conduct its business; or

9.2.2 there is a material change in the management, ownership or control of the Seller’s business as defined by Section 416 of the Income and Corporation Taxes Act 1988 unless such change of control has been previously approved in Writing by Profins; or

9.2.3 the Seller sells or otherwise disposes of all or a substantial part of its assets unless the sale or disposal concerned has been approved in Writing by Profins; or

9.2.4 the Seller, if VAT registered as at the date of the Order takes any steps to cease to be registered for VAT or fails to take any steps to prevent such event occurring; or

9.2.5 the Seller materially breaches its obligations under this Contract. Where the material breach is capable of being remedied this Contract may only be terminated where the Seller has failed to remedy the breach within 5 days after being asked in Writing to do so by Profins. Notwithstanding the above, Profins may terminate this Contract immediately in the case of a material breach capable of remedy where the breach is persistent. A breach of this Contract will be persistent where the Seller has been in material breach of the same provision of this Contract more than once (whether or not the previous beach was timeously remediated); or

9.2.6 the Buyer is the subject of a voluntary arrangement or a moratorium (in either case, under the Insolvency Act 1986), makes a proposal for any other composition, scheme or arrangement with or for the benefit of its creditors, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, is the subject of a petition for winding up, has a receiver or administrator appointed or suffers a distress or execution to be levied on any property used in connection with its business or any events analogous thereto occur under the laws of any other jurisdiction to which the Buyer is subject.

9.3 Any termination of the Contract pursuant to this Clause 9 shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party or the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

10 Force Majeure

10.1 Neither the Seller nor Profins shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or the Services, if the delay or failure was due to any cause beyond that party’s reasonable control including, but without limitation, any act of God, explosion, flood, fire, war or threat of war, civil disturbance, acts of Parliament, import or export regulations or embargoes, strikes, difficulty in obtaining raw materials, labour, fuel, parts or machinery, and power failure or breakdown of machinery.

10.2 Provided that in all cases if the force majeure event lasts for longer than 14 days and prevents either party from complying with its obligations in terms of the Contract then the other party shall have the right to serve a notice to terminate the Contract and shall as soon as such notice is communicated to the other party, be relieved of all obligations in terms of the Contract, save payment or repayment in respect of any Goods or Services supplied in terms of the Contract prior to the date of such force majeure event occurring.

11 Assignation

11.1 The Contract is personal to the Seller and the Seller shall not assign or transfer, or purport to assign or transfer to any other person, any of its rights or sub-contract any of its obligations under the Contract without the prior consent of Profins in Writing. Profins may assign or transfer any or all of its rights and obligations under the Contract without the consent of the Seller.

12 Confidential Information

12.1 The Seller shall:

12.1.1 use the Confidential Information only for the purposes of the Contract; and

12.1.2 use its best endeavours to ensure that the confidentiality of such Confidential Information is protected and maintained; and

12.1.3 disclose the Confidential Information only to such of its offices, employees, agents and subcontractors as need to know the Confidential Information for the purposes of the Contract.

13 Notices

13.1 Any notice under these Conditions shall be in Writing.

13.2 Any notice to the Seller shall be sufficiently served if sent by Recorded Delivery Post or Airmail (as appropriate) to either the Seller’s registered office or the Seller’s last known address.

13.3 Any notice to Profins shall be sufficiently served if sent by Recorded Delivery Post or Airmail (as applicable) to its registered office.

13.4 Any notice sent by Recorded Delivery Post shall be deemed duly served at the expiry of 2 days after the date of posting and any notice sent by Airmail shall be deemed duly served at the expiry of 5 days after the date of posting.

13.5 In proving service it shall be sufficient to prove that the envelope containing the notice was duly addressed to the Seller or Profins (as the case may be) in accordance with this Clause 13 and posted to the place to which it was so addressed.

14 Law and Jurisdiction

14.1 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be effected.

14.2 The Contract shall be governed by the laws of England, and the Seller agrees to submit to the non-exclusive jurisdiction of the English courts.