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1.  AGREEMENT.

 

These general terms and conditions of purchase (T&C) shall govern and form an integral part of all agreements entered into, and for all purchase orders placed by Buyer Lacus Felt (UK) Ltd (“Buyer”), for the supply of goods and or services by your company (hereafter referred to as "Supplier").  Each such agreement or purchase order shall be referred to herein as the "Agreement".  As used herein, the term "goods" shall include both tangible and intangible goods, including software, service requirements, spare parts and any related software and/or documentation that may accompany the goods.  Reference to "goods" shall where appropriate be deemed to include services.  The term "Affiliate" shall mean any entity, which, directly or indirectly, controls, is controlled by or is under common control with Supplier or Buyer.

 

These T&C shall constitute all of the terms and conditions of any Agreement between Buyer and Supplier relating to the purchase by Buyer and sale by Supplier of goods unless specifically agreed otherwise in writing by Buyer.  Any terms and conditions set forth on any document or documents issued by Supplier either before or after issuance of any document by Buyer setting forth or referring to these T&C are hereby explicitly rejected and disregarded by Buyer, and any such terms and conditions shall be wholly inapplicable to any purchase made by Buyer and shall not be binding in any way on Buyer.  No Agreement constitutes an acceptance by Buyer of any other terms and conditions and Buyer does not intend to enter into an agreement other than under these T&C.  Any changes in these terms and/or the Agreement must be specifically agreed to by Buyer in writing.

 

Any purchase order of Buyer is expressly made conditional on Supplier’s assent to all of the terms contained in the purchase order without deviation.  Acceptance by Supplier of a purchase order may be evidenced by (i) Supplier’s written or verbal assent or the written or verbal assent of any representative of Supplier, (ii) Supplier’s delivery of the goods, or (iii) other conduct by Supplier or any representative of Supplier consistent with acceptance of the purchase order.

 

  

2.  TIMING, CHARGES, REPORTING, AND RIGHT TO AUDIT.

 

Time is of the essence for the purposes of Supplier’s obligations under the Agreement.  In the event Supplier for any reason anticipates any difficulty in complying with any agreed delivery date or otherwise in accordance with any requirement of the Agreement, Supplier shall promptly notify Buyer in writing.  Supplier shall use its best efforts to accommodate any reasonable request by Buyer to reschedule confirmed delivery dates, or to change other parts of any Agreement.  Upon Buyer’s request Supplier shall without delay provide information in writing concerning the status of any order, shipments due and payments and such other items relating to the business flow between Supplier and Buyer as Buyer may request.  Supplier undertakes to inform Buyer immediately when it anticipates constraints on its capacity to supply goods as ordered by Buyer, in which case Supplier will provide suitable assurances to Buyer that its requirements will be adequately serviced.

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3.  DELIVERY.

 

All goods shall be delivered Delivery Duty Paid (DDP) where applicable and risk and title to the goods (free and clear of any encumbrances) shall pass to Buyer on delivery, unless expressly otherwise agreed in writing by Buyer.  Supplier shall make no deliveries before the agreed delivery date(s) and Buyer shall not be liable for any costs caused by or related to production, installation, assembly, commissioning or any other work related to such goods prior to delivery, except as explicitly agreed to by Buyer.  As a minimum requirement, such goods shall comply with all applicable quality and certification standards. Supplier shall pack, mark and ship the goods in such manner as to prevent damage during transport and which facilitates unloading, handling and storage.

 

 

4. PACKAGING.

 

Packaging shall be proposed during product / project quotation period. Acceptance of related quotation by Buyer will therefore result in acceptance of Suppler Terms and conditions, including Section 4. Post-quotation and pre-production period, Buyer has the right to request alternative packaging at the risk of product price changes.

 

Typical packaging of Supplier product will consist of Unpalletized goods handled by Clamp forklifts. Products will be unless started otherwise, wrapped in plastic and heat sealed. Supplier offers no guarantee that packaging will remain unbroken during loading, transit or offloading. It is accepted by Supplier and Buyer that packaging can be subject to forklift damage due to the nature of the product and type of packing used. Acceptance of related quotation by Buyer will result in acceptance of Suppler Terms and conditions, including Section 4.

 

 

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5. REJECTION OF PRODUCTS.

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Purchaser shall inspect all Products promptly upon receipt and may reject any Product that fails in any material way to meet the specifications set forth in Manufacturer's current quotation and specifications for that Product. Any Product not properly rejected within seven (7) days after receipt of that Product by Purchaser ("Rejection Period") shall be deemed as accepted. If any unit of a Product is shipped by Purchaser to its customer prior to the expiration of the Rejection Period, then that unit shall be deemed accepted upon shipment by Purchaser. To reject a Product, Purchaser shall, within the Rejection Period, notify Manufacturer in writing of its rejection. Manufacturer shall use its best efforts to respond within three (3) business days after receipt of the request.

 

6.  WARRANTIES.

 

Supplier expressly warrants and represents to Buyer that all goods to be supplied to Buyer shall be new, of good quality, design, materials, construction and workmanship, and that all goods conform strictly to the specifications, approved samples, industry standards and all other requirements of the Agreement, and are suitable for the intended purpose. In the case of non-compliance with this warranty, Buyer may, at its discretion and without prejudice to any other right or remedy available under the Agreement or at law, reject the goods which do not comply with the provisions of the first sentence of this Section 5 (hereinafter referred to as goods having a “defect” or “defective goods”) by written notice to Supplier within the rejection period expressed in Section 5.

 

In the event of such rejection, or if Buyer detects any goods having a defect after acceptance and within rejection period Section 5 thereof, Buyer will provide product information (Part identification, Batch numbers, Delivery dates, Order number, Delivery number) to Supplier and allow inspection of rejected product by Supplier. If and when Supplier identifies non-conformance relating to conflict with Warranty whereby product is out of its agreed specification and tolerance, Buyer will be entitled to a refund or replacement of defected products only. Supplier does not accept liability for loss of profits, revenue, goodwill, production downtime, indirect, special, incidental or consequential damages even if Buyer is advised otherwise.

 

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7.  EPIDEMIC DEFECT.

 

Supplier warrants that the goods will be free from epidemic defects. An ”epidemic defect” is a defect which appears in more than half a percent (0.5%), or any lower percentage as specified in the specifications. Where epidemic defects have been identified within the rejection period in relation to Section 5, Supplier shall urgently and at its costs and expense repair or replace goods delivered to Buyer which shows such epidemic defect.

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8.  PAYMENT.

 

The Delivered goods shall be invoiced by Supplier according to the accepted open purchase order.  Payment is due according to the terms set forward in the open purchase order.  If a delivery date is missed, and is late by more than 1 working day without the Buyer agreeing, being made aware of, then the Buyer has the right to cancel the remainder of the open order schedule including the later delivery in question.  In case of defective or late deliveries, the Buyer shall be entitled to withhold payment to the value of the defective, late goods and to the value of any late or unpaid invoices outstanding.  In the event of non-payment of invoices, including those already deemed overdue, the Supplier shall always notify the Buyer or senior personality within the group.  The Supplier shall endeavour to negotiate an achievable payment plan with Buyer and under no circumstances will the Buyer accept incurred interest charged on overdue payments.  The Supplier shall retain the right to have materials confiscated from the Buyer and any such action will be communicated to the senior member of the group prior to this action being undertaken.  In all cases Lacus Felt (UK) Ltd retain the right to default on payment up to and including 150 days after official notification from Supplier.

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9.  PRICES.

 

All goods purchased shall have agreed prices set prior to delivery, ordering.  Not all purchase orders will state prices of goods and services. Communication of any agreement, amendment or confirmation of prices affecting invoice payable by facsimile or email will be acceptable and valid.  Changes in prices (price increase) of goods or services due to rate of exchange will allow the Purchaser to re-enter price negotiations and cancel all open orders / schedules.

 

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10.  INSPECTION.

 

Buyer shall have the right to inspect or test the goods at all times and places. Payment, inspection, testing or acceptance of any goods by Buyer shall not relieve Supplier of any of its obligations under the Agreement, nor shall it constitute acceptance or approval of any goods or constitute or operate as a waiver of any defect, nonconformity or any rights or remedies available under the Agreement or at law.

 

 

11.  CONFIDENTIAL INFORMATION.

 

Supplier agrees to treat as confidential and to use only for the purposes of the Agreement all information, including but not limited to technical and commercial information, which is provided “as is” in whatever form or medium by or on behalf of Buyer and of its Affiliates and to give access to such information only on a need to know basis to its employees and not to transfer, publish, disclose or otherwise make available such information or any portion thereof to any third party without Buyer’s prior written consent.  All information shall remain Buyer’s property and no licenses or rights are granted in any such information and Supplier shall, upon Buyer’s demand, promptly return to Buyer or destroy all such materials and information, not retaining any copies thereof, upon Buyer’s demand.  Supplier shall not use the name, logo, trademark, or any other reference to Buyer, either direct or indirect, in press releases, advertisements, sales literature or other publications and shall not disclose the existence or the terms and conditions of the Agreement, without the prior written consent of Buyer.

 

12.  INTELLECTUAL PROPERTY RIGHTS.

 

Supplier agrees that any information, drawings, know-how, specifications, designs, concepts, techniques, developments, inventions, technologies and other work products generated or developed in the course of work performed under the Agreement by Supplier and any intellectual property and other proprietary rights therein or thereto shall vest in Buyer.  Supplier assigns or shall cause to be assigned to Buyer all right, title and interest to any and all such items and rights and to do everything necessary to perfect such rights and to protect Buyer’s interest therein. Supplier shall inform any third parties who might seek recourse thereon of Buyer’s proprietary rights; Supplier shall immediately inform Buyer of such an event.

 

 

13.  TERMINATION.

 

Buyer may terminate all or any part of its obligations under any Agreement to purchase or accept goods at any time for its convenience upon written notice to Supplier.  If Buyer provides the written notice to Supplier at least fifteen (15) days prior to the specified shipping date of the relevant goods, Buyer shall have no liability for the termination.  If Buyer terminates the Agreement on less than fifteen (15) days’ notice, Buyer and Supplier will negotiate a reasonable termination charge, if any, based on all appropriate factors, including, without limitation, the percentage of work performed by Supplier prior to termination, Supplier’s ability to resell or reuse the goods or services, and market conditions prevailing at the time of termination.  Supplier has a duty to use its best efforts to mitigate any damages or losses resulting from a termination by Buyer.  Buyer shall have the right to audit all elements of the termination charge and Supplier shall make available to Buyer on request, all books, records and papers relating thereto.

 

 

14.  COMPLIANCE WITH LAW.

 

Supplier represents and warrants to Buyer that the goods will and have been designed, manufactured and delivered and/or the services will have been performed in compliance with all applicable laws and regulations (including, without limitation, environmental, health and safety laws and regulations and any Buyer policies or guidelines on the environment and banned substances from time to time informed to Supplier).  In the event of dangerous or hazardous goods, Supplier shall provide to Buyer written and detailed specifications of the composition of such goods and of all laws, regulations and other requirements relating to such goods in order to enable Buyer to properly transport, store, process and use such goods.

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15.  SUBCONTRACTING AND ASSIGNMENT.

 

Supplier shall not subcontract, transfer or assign any of its rights or obligations under the Agreement to any third party or any of its affiliates without the prior written consent of Buyer.  In case Supplier is permitted to subcontract any of its obligations hereunder, it shall remain fully responsible and liable for the proper performance of its obligations under any Agreement.  Buyer is entitled, without restriction or further obligation, to assign or to delegate its rights or obligations under these T&C to any Affiliate of Buyer or to any third party in connection with any merger, acquisition, re-structuring, disposal, change of control, or sale or other transaction in relation to all or substantially all or part of such party’s assets.

 

16.  CONSEQUENTIAL DAMAGES.

 

In no event shall Buyer be entitled to loss of profits, revenue, goodwill or production downtime, or indirect, special, incidental or consequential damages even if buyer is advised of the same.

 

 

17.  GOVERNING LAW AND DISPUTE RESOLUTION.

 

The Agreement shall be governed by the laws of England. The UN Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.  All disputes arising out of or in connection with the Agreement shall first be attempted by Supplier and Buyer to be settled through consultation and negotiation in good faith and a spirit of mutual cooperation.  All disputes that are not so settled within a period of one hundred and fifty (150) days from the date the relevant dispute first arose may be submitted to the English courts, provided that Buyer shall always be permitted to bring any action or proceedings against Supplier in any other court of competent jurisdiction.

 

 

18.  SEVERABILITY.

 

In the event that any provision(s) of the Agreement or these Terms and Conditions shall be held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions hereof.