Standard Purchase T&Cs

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions:

1.1. Definitions:

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

“Business Hours” means the period from 9.00 am to 5.00 pm on any Business Day.

“Commencement Date” has the meaning given in clause 2.2.

“Company” means L.A.C. Conveyor Systems Limited registered in England and Wales with company number 06365584.

“Company Materials” has the meaning set out in clause 5.3(i).

“Conditions” means these terms and conditions as amended from time to time in accordance with clause 17.9.

“Contract” means the contract between the Company and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.

“control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

“Deliverables” means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation

to the Services in any form of media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports

(including drafts).

“Delivery Date” means the date specified in the Order.

“Delivery Location” means the address for delivery of Goods as set out in the Order.

“Goods” means the goods (or any part of them) set out in the Order.

“Goods Specification” means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Company and

the Supplier.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks

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, confidential information

(including 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.

“Order” means the Company’s order for the supply of Goods and/or Services, as set out in the Company’s purchase order form.

“Services” means the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.

“Service Specification” means the description or specification for Services agreed in writing by the Company and the Supplier.

“Supplier” means the person or firm from whom the Company purchases the Goods and/or Services.

1.2. A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

1.3. A reference to a party includes its successors and permitted assigns.

1.4. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under

that legislation or legislative provision.

1.5. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not

limit the sense of the words preceding those terms.

1.6. A reference to writing or written excludes fax but not email.

2. BASIS OF CONTRACT

2.1. The Order constitutes an offer by the Company to purchase the Goods and/or Services from the Supplier in accordance with these Conditions.

2.2. The Order shall be deemed to be accepted on the earlier of the Supplier issuing written acceptance of the Order, or any act by the Supplier

consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence (“Commencement Date”).

2.3. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by

law, trade custom, practice or course of dealing.

2.4. All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

2.5. The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the

Supplier that is inconsistent with these Conditions.

3. SUPPLY OF GOODS

3.1. The Supplier shall ensure that the Goods shall:

(a) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the

Supplier by the Company, expressly or by implication, and in this respect the Company relies on the Supplier’s skill and judgment;

(b) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and

(c) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of

the Goods.

3.2. 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 the Contract in respect of the Goods.

3.3. The Company may inspect and test the Goods at any time before delivery. 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 the Contract.

3.4. If following such inspection or testing the Company considers the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at

clause 3.1, the Company shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5. The Company may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4. DELIVERY OF GOODS

4.1. The Supplier shall ensure that:

(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of

Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by

instalments, the outstanding balance of Goods remaining to be delivered; and

(c) if the Supplier requires the Company to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such

packaging material shall only be returned to the Supplier at the cost of the Supplier.

4.2. The Supplier shall deliver the Goods:

(a) on the Delivery Date;

(b) at the Delivery Location; and

(c) during Business Hours or as instructed by the Company.

4.3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4. The Supplier shall not deliver the Goods in instalments without the Company’s prior written consent. Where it is agreed that the Goods are

delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or

any defect in an instalment shall entitle the Company to the remedies set out in clause 6.1.

4.5. Except where otherwise stated in the Order, title and risk in the Goods shall pass to the Company on completion of delivery.

5. SUPPLY OF SERVICES

5.1. The Supplier shall from the Commencement Date and for the duration of the Contract supply the Services to the Company in accordance with the

terms of the Contract.

5.2. The Supplier shall meet any performance dates for the Services specified in the Order or that the Company notifies to the Supplier and time is of

the essence in relation to any of those performance dates.

5.3. In providing the Services, the Supplier shall:

(a) co-operate with the Company in all matters relating to the Services, and comply with all instructions of the Company;

(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

(c) 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 the Contract;

(d) ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the Deliverables

shall be fit for any purpose that the Company expressly or impliedly makes known to the Supplier;

(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;

(f) 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 the Company, will be free from defects in workmanship, installation and design;

(g) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

(h) observe all health and safety rules and regulations and any other security requirements that apply at any of the Company’s premises;

(i) hold all materials, equipment and tools, drawings, specifications and data supplied by the Company to the Supplier (“Company Materials”) in safe

custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company

Materials other than in accordance with the Company’s written instructions or authorisation;

(j) not do or omit to do anything which may cause the Company to lose any licence, authority, consent or permission upon which it relies for the

purposes of conducting its business, and the Supplier acknowledges that the Company may rely or act on the Services; and

(k) comply with any additional obligations set out in the Service Specification.

6. COMPANY REMEDIES

6.1. If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, the Company shall, without limiting

or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:

(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(b) to refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;

(c) to recover from the Supplier any costs incurred by the Company in obtaining substitute goods or services from a third party;

(d) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered; and

(e) to claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier’s failure to

meet such dates.

6.2. If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or

remedies available to it, the Company shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:

(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(b) 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;

(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

(e) to recover from the Supplier any expenditure incurred by the Company in obtaining substitute goods from a third party; and

(f) to claim damages for any additional costs, loss or expenses incurred by the Company arising from the Supplier’s failure to supply Goods in

accordance with clause 3.1.

6.3. If the Supplier has supplied Services that do not comply with the requirements of clause 5.3(d) then, without limiting or affecting other rights or

remedies available to it, the Company shall have one or more of the following rights and remedies:

(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(b) to return the Deliverables to the Supplier at the Supplier’s own risk and expense;

(c) to require the Supplier to provide repeat performance of the Services or to provide a full refund of the price paid for the Services (if paid);

(d) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;

(e) to recover from the Supplier any expenditure incurred by the Company in obtaining substitute services or deliverables from a third party; and

(f) to claim damages for any additional costs, loss or expenses incurred by the Company arising from the Supplier’s failure to comply with clause 5.3(d).

6.4. These Conditions shall extend to any substituted or remedial services or repaired or replacement goods supplied by the Supplier.

6.5. The Company’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and

common law.

7. COMPANY’S OBLIGATIONS

The Company shall:

(a) provide the Supplier with reasonable access at reasonable times to the Company’s premises for the purpose of providing the Services; and

(b) provide such necessary information for the provision of the Services as the Supplier may reasonably request.

8. CHARGES AND PAYMENT

8.1. The price for the Goods:

(a) shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement

Date; and

(b) shall be inclusive of the costs of packaging, insurance, carriage of the Goods and import duties (if any). No extra charges shall be effective unless

agreed in writing and signed by the Company.

8.2. The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the

performance of the Services. Unless otherwise agreed in writing by the Company, the charges shall include every cost and expense of the Supplier

directly or indirectly incurred in connection with the performance of the Services.

8.3. Except where otherwise stated in the Order, in respect of the Goods, the Supplier shall invoice the Company on or at any time after completion of

delivery. In respect of the Services, the Supplier shall invoice the Company on completion of the Services. Each invoice shall include such supporting

information required by the Company to verify the accuracy of the invoice, including the relevant purchase order number.

8.4. In consideration of the supply of Goods and/or Services by the Supplier, the Company shall pay the invoiced amounts within 30 days of the date of

a correctly rendered invoice to a bank account nominated in writing by the Supplier.

8.5. All amounts payable by the Company under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time

(“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Company, the Company shall, on receipt of a

valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or

Services at the same time as payment is due for the supply of the Goods and/or Services.

8.6. If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay

interest on the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% a year above the Bank of

England’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%. Where a payment is disputed in good faith,

interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

8.7. The Company may at any time, without notice to the Supplier, set off any liability of the Supplier to the Company against any liability of the

Company to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the

Contract. Any exercise by the Company of its rights under this clause shall not limit or affect any other rights or remedies available to it under the

Contract or otherwise.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Company

Materials) shall be owned by the Supplier.

9.2. The Supplier grants to the Company, or shall procure the direct grant to the Company of, a fully paid-up, worldwide, non-exclusive, royalty-free

perpetual and irrevocable licence to copy the Deliverables (excluding Company Materials) for the purpose of receiving and using the Services and the

Deliverables.

9.3. The Company grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy any materials provided by the

Company to the Supplier for the term of the Contract for the purpose of providing the Services to the Company.

9.4. The Supplier acknowledges that all rights in the Company Materials are and shall remain the exclusive property of the Company.

10. INDEMNITY

The Supplier shall indemnify the Company against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of

savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and

reasonable professional costs and expenses) suffered or incurred by the Company as a result of or in connection with:

(a) any claim that the supply, receipt or use of the Goods and/or Services (excluding the Company Materials) infringes the Intellectual Property Rights of

any third party;

(b) any claim by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods or Deliverables, to the

extent that the defect is attributable to the acts or omissions of the Supplier; and

(c) any claim by a third party arising out of or in connection with the supply of Goods and/or Services, to the extent that the claim arises out of the

breach, negligent performance or failure or delay in performance of the Contract by the Supplier.

11. PAYMENT

During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance (if specified

in the Order), contract works insurance (if specified in the Order), product liability insurance and public liability insurance to cover the liabilities that may

arise under or in connection with the Contract, and shall produce to the Company on demand both the insurance certificate giving details of cover and

the receipt for the current year’s premium in respect of each insurance.

12. COMPLIANCE WITH RELEVANT LAWS

In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in

force.

13. TERMINATION

13.1. Without affecting any other right or remedy available to it, the Company may terminate the Contract:

(a) with immediate effect by written notice to the Supplier if there is a change of control of the Supplier, or the Supplier commits a breach of clause 12; or

(b) for convenience by giving the Supplier 7 days’ written notice.

13.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to

the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of

15 days after being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with

its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court,

unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

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

(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in

jeopardy.

14. CONSEQUENCES OF TERMINATION

14.1. On termination of the Contract, the Supplier shall immediately deliver to the Company all Deliverables whether or not then complete, and return all

Company Materials. If the Supplier fails to do so, then the Company 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 the

Contract.

14.2. Termination of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination, including the right to claim

damages in respect of any breach of the Contract which existed at or before the date of termination.

14.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract

shall remain in full force and effect.

15. CONFIDENTIALITY

15.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs,

customers, clients or suppliers of the other party, except as permitted by clause 15.2.

15.2. Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising

the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors,

subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 15; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3. Neither party may use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under

or in connection with the Contract

16. FORCE MAJEURE

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results

from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 90 days, the party not

affected may terminate the Contract by giving written notice to the affected party.

17. GENERAL

17.1. Assignment and other dealings.

(a) The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its

rights and obligations under the Contract.

(b) The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and

obligations under the Contract without the prior written consent of the Company.

17.2. Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the

Company. If the Company consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its

subcontractors as if they were its own.

17.3. Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or nother next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the email address specified for that purpose.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class or other Business Day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(c) This clause 17.3 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.4. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 17.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.5. Waiver. Except as set out in clause 2.5, a waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall

not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract 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 single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or

any other right or remedy

17.6. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the

parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person

17.7. Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it

does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each

party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

17.8. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties)

Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

17.9. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall

be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

17.10. Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in

connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party

irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual

disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.