Conditions of Purchase

Definitions

'Agreement'

refers to these terms of Contract as set out in this document.

'Company'

is Molecular Products Limited with the Registered Company Number 02721125 whose Registered Address is Mill End, Thaxted, Essex CM6 2LT and who is the purchaser of the Goods.

'Conditions'

are important terms of the Contract, any breach of which, regardless of the seriousness, allows the party not in breach to terminate the Contract and/or reject the Goods and/or sue for damages for any loss caused.

'Contract'

is the Contract between the Company and the Supplier consisting of the Purchase Order, the Agreement, the Specification Sheet, the Schedule (if applicable) and any other documents specified in the Purchase Order or signed by the Parties and attached to this Agreement. No other terms are incorporated, including those which the Supplier may purport to apply to any such transactions. Unless acceptance occurs at an earlier date in time, dispatch of Goods from the Supplier to the Company shall be deemed to be conclusive evidence of acceptance of this Agreement.

'Description'

shall be deemed to include all references to markings, labels, warnings, patterns and the Specification.

'Goods'

are the materials, products, assemblies and/or services as recorded in the Purchase Order and are the subject-matter of the Contract.

'Parties/Party'

jointly refers to the Company and the Supplier.

'Purchase Order'

is the form that records the details and Specification of the Goods to be provided by the Supplier to the Company.

'Purchase Price'

is the price to be paid to the Supplier by the Company in accordance with the Contract as stated on the Purchase Order. It is inclusive of VAT, taxes and all other duties.

'Rolling Orders'

are when the Company requires regular Goods to be supplied by the Supplier which is agreed by the Parties and recorded on the Schedule.

'Single Order'

is when the Company makes individual orders for Goods.

'Schedule'

is the document that records the details of a Rolling Order and will be agreed in writing and signed by the Parties in three month intervals

'Specification'

is represented by the code(s) entered onto the Purchase Order which correspond with the information provided on the Specification Sheet.

'Specification Sheet'

the sheet provided to the Supplier that provides details of how the Goods are to be formulated.

'Supplier'

is the person, firm, company, authority, corporation or any other body to whom the Purchase Order is addressed.

'Works'

are the premises as stated on the Purchase Order where the Goods are to be delivered, for the avoidance of doubt this is not the Company’s registered address

Contents

1. 1. NATURE AND QUALITY OF THE GOODS
2. 2. DELIVERY
3. 3. DUTIES OF THE SUPPLIER
4. 4. DUTIES OF THE COMPANY
5. 5. PRICE AND PAYMENT
6. 6. PASSING OF PROPERTY AND RISK
7. 7. REMEDY
8. 8. IMPROVEMENTS / ALTERATIONS
9. 9. INSTALLATION APPROVAL
10. 10. CANCELLATION
11. 11. CONFIDENTIALITY
12. 12. FORCE MAJEURE
13. 13. SEVERABILITY
14. 14. WAIVER
15. 15. RIGHTS OF THIRD PARTIES
16. 16. AGENCY, PARTNERSHIP
17. 17. ASSIGNMENT
18. 18. PROPER LAW AND JURISDICTION

1. 1 NATURE AND QUALITY OF THE GOODS
   1. The following are Conditions:
      The Goods:
   2. 1.1 shall conform in all respects with the Specification and any requirements communicated by the Company to the Supplier, including any sample supplied by the Company to the Supplier.
   3. 1.2 shall conform to the Description;
   4. 1.3 will be of equal quality in all respects to any samples or as stated on the Purchase Order and Specification or any other information provided by either of the Parties;
   5. 1.4 will be of satisfactory quality (as defined in the Sale and Supply of Goods Act 1994) which includes fitness for all their common purposes, appearance and finish, freedom from any defects, safety and durability. Save for any notice to the contrary made in writing by the Supplier and received by the Company;
   6. 1.5 will be fit for any particular purpose which the Company has made known to the Supplier either expressly or by implication or is known by the Parties due to its use in the industry; and
   7. 1.6 will be delivered to the exact quantity specified in the Purchase Order, subject to clause 7.
2. 2 DELIVERY
   1. The following are Conditions:
   2. 2.1 The Supplier agrees, at its own expense, to deliver the Goods to the Works (unless otherwise stated) on the date stated on the Purchase Order. For the avoidance of doubt such date contained on the Purchase Order is the date that the Company receives the Goods and not the date of dispatch by the Supplier.
   3. 2.2 Time is of the essence to delivery.
   4. 2.3 If a delay or shortfall in quantity appears likely the Supplier must inform the Company immediately in writing. Subject to clause 7 the Company will agree a new delivery date, if possible. Time will be of the essence of the new delivery date.
   5. 2.4 The Company reserves the right to change the time and/or place of delivery by giving the Supplier reasonable notice in writing. The Supplier will deliver in accordance with the Company’s instructions. Time will be of the essence of the new delivery date.
   6. 2.5 The Company is not obliged to accept delivery in installments.
   7. 2.6 The Company shall not be deemed to have accepted the Goods until it has inspected them to determine whether they comply with the Contract.
   8. 2.7 Prior to accepting delivery of the Goods the Company reserves the right to verify at source or upon receipt that the Goods (including any part thereof, the design or manufacture of which that has been subcontracted) conform to requirements as specified on the Purchase Order.
   9. Rolling Orders
      2.8 Each Schedule cancels and supersedes all previous delivery instructions.
3. 3 DUTIES OF THE SUPPLIER
   1. The following are Conditions. The Supplier confirms:
   2. 3.1 that it has good title to the Goods and has the right to sell the Goods to the Company;
   3. 3.2 that the Goods are free from any charge or encumbrance other than those notified in writing by the Supplier and received by the Company;
   4. 3.3 that the Company will enjoy quiet possession of the Goods.
   5. 3.4 it complies with quality standard BS EN ISO 9000 2000 as a minimum standard;
   6. 3.5 that where the Company’s ownership, possession or use of the Goods infringes any other person’s intellectual property rights then the Seller will indemnify the Company for all resulting losses, expenses and liabilities;
   7. 3.6 that it shall indemnify the Company against any labor, transport, or importation costs and any other costs arising out of any breach by the Supplier including, without limitation, any costs incurred by the Company arising out of the disturbance of its manufacturing process if any defect in the Goods becomes apparent during production assembly and testing;
   8. 3.7 that it shall indemnify the Company against all claims by or liabilities to customers of the Company arising out of any breaches by the Supplier of the Contract;
   9. 3.8 that it holds an insurance policy of with a level of cover than is no less than £5million per product and £5million public liability and will provide copy documents if requested by the Company in writing;
   10. 3.9 that it shall indemnify the Company against any consequential loss or damage suffered by the Company where such damage could reasonably have been foreseen by the Supplier;
   11. 3.10 that it shall indemnify any replacement Goods on the same terms;
   12. Rolling Orders
       3.11 that it will maintain not less than one month's stock of Goods within the Schedule.
4. 4 DUTIES OF THE COMPANY
   1. Subject to clauses 2, 5 and 7 the Company will accept delivery of and will pay for the Goods in accordance with the Contract.
5. 5 PRICE AND PAYMENT
   1. 5.1 The Company shall pay the Purchase Price subject to any exceptions set out in the Agreement.
   2. 5.2 The Purchase Price is payable in full 30 days after delivery of the Goods.
   3. 5.3 Interest will accrue for late payment in accordance with statutory provisions that may be in force from time to time which cannot be excluded from this Agreement.
   4. 5.4 The Company may set-off against the Purchase Price any sums due from the Supplier to the Company whether under this Contract or others.
   5. Rolling Orders
      5.5 Prices are agreed for a min of 12 month's from the date of the Contract and will be reviewed annually.
   6. 5.6 will only be changed within the Contract period with the Company's express written agreement.
   7. 5.7 Price increases will only be accepted upon negotiation with the Supplier. The Supplier must agree such increases no less than three months before implementation.
6. 6 PASSING OF PROPERTY AND RISK
   1. 6.1 Property of the Goods shall pass to the Company at the time the Contract is made or at the very latest when the goods are dispatched to the Company.
   2. 6.2 Passing of property shall not prejudice the Company’s right to reject the Goods under clause 7.
   3. 6.3 The Goods shall be at the Supplier’s risk until the Goods are delivered to the Works and the Company accepts them, subject to this clause 6 and clauses 7.1.9 and 7.2.
   4. 6.4 For the avoidance of doubt the Supplier will not retain title to the Goods until payment is affected and upon the Company taking property in the Goods it shall be entitled to convert the Goods into its own products prior to payment of the Goods.
7. 7 REMEDY
   1. 7.1 Subject to clause 7.3, if any Goods are not supplied by the Supplier in accordance with the Contract then the Company shall exercise any of the following rights either alone or in combination;
      
      
      1. 7.1.1 treat the Supplier’s failure as repudiation of the Contract and terminate the Contract with immediate effect;
      2. 7.1.2 in the event that the Supplier delivers a quantity less than the Contract quantity the Company may accept the lesser quantity and pay for it at the Contract rate subject to a deduction of 5% to compensate the Company for any inconvenience caused;
      3. 7.1.3 refuse to perform its own obligations under the Contract;
      4. 7.1.4 order that the Supplier performs its obligations under the Contract;
      5. 7.1.5 make a claim for damages for all losses, expenses and liabilities incurred as a result of the Supplier’s breach;
      6. 7.1.6 accept the Goods and affirm the Contract;
      7. 7.1.7 reject the Goods and demand that the Supplier supply replacement Goods within a time specified by the Company;
      8. 7.1.8 reject the Goods, in whole or in part and pay the Contract rate for any Goods not rejected;
      9. 7.1.9 reject the Goods but arrange for storage of the Goods in which case;
         
         
         1. 7.1.9.1 the Goods shall be stored at the Supplier’s risk;
         2. 7.1.9.2 the Supplier shall be liable for the cost of storage and shall indemnify the Company against all costs incurred by the Company in arranging such storage;
         3. 7.1.9.3 the Supplier will pay the Company a reasonable fee for its services in arranging for the storage of the Goods;
         4. 7.1.9.4 the Company may at any time give the Supplier notice to collect the Goods and, if the Supplier fails to comply with such notice, treat the Supplier’s breach as repudiatory in accordance with clause 7.1.1 above, or continue to store them in accordance with this clause.
   2. 7.2 For the avoidance of doubt, in the event of clause 7.1.9 arising:
      
      
      1. 7.2.1 the Company has not accepted delivery of the Goods;
      2. 7.2.2 the Company is not acting as bailee of the Goods, involuntary or otherwise;
      3. 7.2.3 the property and risk in the Goods remain with the Supplier
      4. 7.2.4 the Supplier must continue to insure the Goods;
      5. 7.2.5 the Company will only be liable for acts of gross negligence or deliberate damage to the Goods.
   3. 7.3 Any discrepancies in quantity of less than 1% shall be regarded as de minimis and shall not entitle the Company to terminate the Contract or reject the Goods or sue for damages.
   4. 7.4 Company shall notify the Supplier in writing within a reasonable time but no later than 6 months of the remedy it seeks.
   5. 7.5 In the event that the Company rejects the Goods and the Supplier deems this unreasonable the Supplier must notify the Company in writing within 7 days of the rejection. If the Company deems the refusal unreasonable it will take steps to rectify the situation without undue delay.
8. 8 IMPROVEMENTS / ALTERATIONS
   1. 8.1 The Supplier must notify the Company and obtain its agreement in writing to any changes to the Contract. For the avoidance of doubt this includes the Specification and any significant change in the manufacturing processes.
   2. 8.2 The Company reserves the right, within 14 days of receiving such notification from the Supplier, to request samples for testing prior to such approval being given.
   3. 8.3 This Agreement will then apply to the new Goods supplied if approval is given by the Compa.
9. 9 INSTALLATION APPROVAL
   1. 9.1 If the Supplier needs to approve the installation of the Goods it must notify the Company in writing.
   2. 9.2 The Company will make available reasonable and appropriate facilities within 10 working days of receipt of such written request or when required.
   3. 9.3 The Supplier will act with all care and skills of an experienced individual in the industry.
10. 10 CANCELLATION
    1. 10.1 Company may, by written notice and at any time, cancel any order before delivery, without any liability to the Supplier.
    2. Rolling Order
       10.2 The Supplier must provide the Company with no less than 12 month’s written notice to cancel the Contract.
    3. Single Order
       10.3 The Supplier must provide the Company with no less than three month’s written notice to cancel the Contract.
11. 11 CONFIDENTIALITY
    1. 11.1 Supplier is aware that during the course of dealings with the Company it may have access to and be entrusted with information in respect of the Company’s business, its financing and its dealings transactions and affairs all of which information is or may be confidential
    2. 11.2 The Supplier shall not (except on the proper course of his duties) during or after the period of this Agreement divulge to any person, Company or any entity whatever or otherwise make use of (and shall use its best endeavors to prevent the publication or disclosure of) any trade secret or any confidential information concerning the business or finances of the Company or any of its dealing transactions or affairs or any of its suppliers agents distributors or customers.
12. 12 FORCE MAJEURE
    1. The Provider will bear no liability for loss, damage or delay however arising, caused by circumstances outside his control including (but not limited to) acts of God, war, strike, civil commotion, fire, flood, drought, storm or tempest and the Supplier will endeavour to notify the Company as quickly as reasonably possible if a Force Majeure event occurs.
13. 13 SEVERABILITY
    1. If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void, or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
14. 14 WAIVER
    1. No delay, neglect or forbearance on the part of either party in enforcing against the other party any of these Terms and Conditions shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to that Party.
15. 15 RIGHTS OF THIRD PARTIES
    1. For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement.
16. 16 AGENCY, PARTNERSHIP
    1. This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Company and the Supplier other than the contractual relationship expressly provided for in the Contract.
17. 17 ASSIGNMENT
    1. The Contract is personal to the Company and the Supplier and the Contract must not be assigned by either Party without the prior written approval of the other Party.
18. 18 PROPER LAW AND JURISDICTION
    1. The construction, validity and performance of any contract shall be governed in all respects by the law of England

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