CONDITIONS OF PURCHASE

1. DEFINITIONS AND INTERPRETATION
   1. In these Conditions:
      1. "Buyer" means STOCK REDLER LIMITED;
      2. "Buyer's Goods" means any articles or things belonging to the Buyer or which the Buyer has agreed to buy to or on which Services are to be carried out;
      3. "these Conditions" means the standard conditions and other terms of purchase set out in this document and includes any special conditions or other terms specified in the Order;
      4. "Goods" and "Services" means the goods or services to be supplied by the Supplier pursuant to the Order (or any of them);
      5. "Millennium Compliant" means in general terms that neither performance nor functionality is or will be adversely affected by dates or date changes prior to, during or after the year 2000 and in particular means Millennium Compliant as defined by BSI-DISC PD 2000-1 – A Definition of Year 2000 Conformity requirements;
      6. "Order" means the purchase order placed by the Buyer;
      7. "Supplier" means the individual, firm, company or other party with whom the Buyer contracts.
   2. The headings in these Conditions are for convenience only and are not for the purpose of interpretation.
   3. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
   4. If any provision of these Conditions (or of any other conditions or other terms that may be agreed in writing between the Buyer and the Seller) is or becomes illegal, void or unenforceable for any reason, the validity of the remaining provisions shall not be affected.
   5. References to clauses are to clauses of these Conditions, unless stated otherwise.
2. CONTRACT TERMS, VARIATIONS AND REPRESENTATIONS
   1. The contract made between the Buyer and the Supplier shall be subject only to these Conditions and any terms contained in the Order and any terms implied by statute or common law. Representatives or agents of the Buyer have no authority to agree any terms or make any representations inconsistent with these Conditions or to enter into any contract except on the basis of them alone unless they are a director or the Commercial Manager and such terms or representations are in writing.
   2. In accepting the Order, the Supplier agrees to be bound by these Conditions and no others and thereby irrevocably waives any of its rights under or the provisions of any of its own standard terms and conditions which may otherwise have legal effect.
   3. The Buyer shall be bound by the Order only if it is placed on its official order form (sent by post, facsimile transmission or electronic mail) and accepted by the Supplier. If the Supplier fails to accept the Order in writing or otherwise, delivery of the Goods or provision of the Services shall be deemed to constitute acceptance.
   4. The Buyer reserves the right to require modifications to the design or composition of the Goods to be delivered or the nature of the Services to be supplied. Such modifications shall thereafter be considered to be incorporated in the Order. A pro rata adjustment shall be made to the total contract price.
   5. The Buyer's representatives may inspect the Goods or the Buyer's Goods at any reasonable time at the Supplier's premises and may require all defects or deficiencies to be made good. No such inspection shall constitute an acceptance by the Buyer or relieve the Supplier of any of its contractual or statutory obligations.
   6. If the Goods are to be manufactured using new tools the Supplier shall submit to the Buyer a reasonable number of samples made by the new tools for testing and obtain the Buyer's approval before manufacturing the Goods.
3. SPECIFICATION OF GOODS AND/OR SERVICES
   1. The Goods and/or Services shall conform in all respects with the Order and with any representations previously made by or on behalf of the Supplier.
   2. The Goods shall:
      1. be of first class materials and workmanship and as safe as persons generally are entitled to expect;
      2. be equal in all respects to all samples, patterns and specifications provided or given by either party (in the event of conflict between the specifications of the Buyer and the Supplier those of the Buyer shall prevail);
      3. be capable of any standard of performance specified in the Order;
      4. be fit for any particular purpose for which the Goods are being bought which expressly or by implication is made known to the Supplier;
      5. comply in design, construction and quality with all relevant codes of practice (including but not limited to British Standard Specifications or EU Directives) and other regulations affecting the Goods which may be in force when they are supplied in the United Kingdom and any other territory to which the Buyer has informed the Supplier or to which the Supplier knows by implication the Goods will be supplied; and
      6. be Millennium Compliant in all respects and at all times.
   3. The Services shall:
      1. conform in all respects with the Order and with any representations previously made by or on behalf of the Supplier; and
      2. be carried out with all reasonable skill and care.
   4. All work carried out by the Supplier in the course of or in connection with the provision of the Services and all materials used or provided by the Supplier shall be first class and suitable in all respects. Services carried out to or on the Buyer's Goods shall render the Buyer's Goods fit for any particular purpose for which the Services have been carried out which (expressly or by implication) is made known to the Supplier, and shall render the Buyer's Goods as safe as persons generally are entitled to expect.
4. INSPECTION AND TESTING
   1. The Supplier shall not unreasonably refuse any request by the Buyer to inspect and test the Goods (or the Buyer's Goods as the case may be) during manufacture or processing at the place of manufacture or performance. The Supplier shall provide the Buyer with all facilities reasonably required for inspection and testing.
   2. Before despatching or delivering up the Goods (or Buyer's Goods as the case may be) the Supplier shall carefully inspect and, where appropriate, test them for compliance with the provisions of clause 3.
5. REJECTION
   1. If any Goods are found on inspection by the Buyer or its customer not to comply in all respects with the contract, the Buyer may reject them (whether or not payment for them has been made to the Supplier). Upon such rejection the Buyer shall be entitled at its sole discretion to:
      1. return such Goods to the Supplier at the Supplier’s risk and expense for a full credit or replacement (at the Buyer’s option); or
      2. correct or repair such Goods itself and claim reimbursement from the Supplier for the costs incurred; or
      3. require the Supplier to attend the place of delivery or performance in order to correct or repair such Goods.
   2. The exercise of the rights provided in clause 5.1 shall not prejudice or limit any claim for damages that the Buyer may have in respect of any breach by the Supplier of its obligations under the contract or any failure of the Goods or Services to comply with the provisions of clause 3.
6. REPAIR OR REPLACEMENT OF GOODS AND/OR SERVICES
   1. Without prejudice to any other rights it may have, the Buyer may at any time, at its option, require the Supplier (at the Supplier's expense and as soon as reasonably practicable) to carry out again any Services that do not comply with the provisions of clause 3 and make good, repair or replace all Goods that are or become defective where such defects are due to:
      1. faulty design by the Supplier or its sub-contractors;
      2. the Supplier's erroneous instructions as to use or erroneous data;
      3. inadequate or faulty materials or workmanship; and/or
      4. any other breach of the Supplier's express or implied obligations under the contract.
   2. The provisions of clause 6.1 shall apply to repaired and replacement Goods and to Services carried out again as they do to Goods and Services as originally supplied.
7. DELIVERY
   1. The Supplier shall deliver the Goods (or the Buyer's Goods as the case may be) to the address or addresses and/or delivery points specified in the Order or subsequently specified by the Buyer in writing. Delivery shall be made at the times or within the hours that the Buyer specifies and otherwise within normal working hours, and shall be effected when the Goods have been properly unloaded and located in accordance with the Buyer's directions.
   2. The Goods (or the Buyer's Goods as the case may be) shall be delivered and the Services shall be provided by the date (or dates) stipulated in the Order or otherwise agreed. Delivery and the provision of Services by that date (or those dates) is of the essence, and in default the Buyer shall be entitled to terminate the contract in respect of the Goods not delivered and/or the Services not performed on that date (or those dates). On termination in this way the Buyer shall, without prejudice to any other claim for damages, be entitled to recover from the Supplier any additional expenditure that it may incur in obtaining other goods or services in replacement of those Goods or Services in respect of which the contract has been terminated.
   3. The Buyer shall have the right to refuse to accept Goods delivered in advance of the date specified in the Order or otherwise agreed.
   4. The Buyer may return at the Supplier's expense any Goods delivered in excess of the quantity ordered.
   5. Subject to clauses 7.1 to 7.4, the Supplier shall as soon as reasonably practicable rectify or replace any Goods damaged or lost in transit.
   6. Where applicable the contract shall be deemed to incorporate the latest edition of Incoterms current at the date of the contract. If there is any inconsistency between Incoterms and any express terms of the Order, the express terms shall prevail.
   7. If a carrier is appointed in connection with the Order, it shall be deemed to be an agent of the Supplier and not of the Buyer.
   8. If for any reason the Buyer cannot accept delivery of the Goods on the agreed delivery date the Supplier shall store the Goods at its own expense for a reasonable time and shall safeguard them until delivery.
8. PRICES AND PAYMENT
   1. Unless otherwise agreed in writing by the Buyer, the Goods or Services shall be supplied at the prices quoted by the Supplier and shown in the Order. The Supplier shall not be entitled to increase those prices (either because of any increase in the cost of any materials or labour or for any other reason) nor to make any additional charges for packaging, shipping, carriage, insurance or delivery of the Goods or Services.
   2. The Supplier shall send with each delivery an advice note showing the Order number and shall send separately an invoice showing the Order number.
   3. Unless otherwise agreed in writing, invoices shall be payable not later than 60 days from the date upon which:
      1. the Buyer receives the invoice; or
      2. the delivery is effected; or
      3. the Services are completed whichever is the later.
   4. No payment made shall imply acceptance of any of the Goods or Services supplied or performed by the Supplier, nor in any way restrict any claims or rights the Buyer may otherwise have against the Supplier.
9. RISK AND PROPERTY
   1. Subject to clause 9.2, property and risk in the Goods shall pass to the Buyer on delivery without prejudice to any right of rejection that the Buyer may have.
   2. Where payment or part payment for the Goods is made before delivery, property in the Goods shall pass on such payment or part payment without prejudice to any right of rejection that the Buyer may have. The Supplier shall identify such Goods as the property of the Buyer.
   3. The Buyer may in its discretion make packaging materials available for collection by the Supplier but shall not be responsible for loss or damage to them.
   4. Property in the Buyer's Goods shall at all times remain vested in the Buyer and they shall be identified by the Supplier as belonging to the Buyer.
10. LABELLING, INSTRUCTIONS AND WARNINGS
    1. The Supplier warrants that the labelling and packaging of the Goods comply with the requirements of any statute or other instrument having the force of law and that all necessary information about the use for which the Goods are supplied has been provided to the Buyer.
    2. The Supplier shall supply with the Goods all written instructions, information and warnings relating to the Goods necessary for their safe use or for the Buyer to comply with any obligation it may have under any statute or otherwise.
11. SAFETY AND COMPLIANCE
    1. The Supplier warrants that (where applicable) all Goods and Services comply with the provisions of all legislation and all regulations and codes of practice relating to the manufacture and supply of the Goods and Services in the United Kingdom and any other country to which the Goods are to be supplied or in which the Services are to be performed and that the Supplier has exercised all due diligence and taken all reasonable precautions in the manufacture and supply of the Goods, and in the performance of the Services.
    2. Without prejudice to the generality of clause 11.1 above, the Supplier warrants in particular that in supplying the Goods and/or performing the Services it shall comply with:
       1. all legislation, regulations and codes of practice relating to health and safety applicable in the UK or any other country to which the Goods are to be supplied and/or the Services are to be performed; and
       2. all health and safety requirements of the Buyer or any third party at whose premises the Goods are to be supplied and/or the Services are to be performed, provided that the Buyer has communicated such requirements in writing to the Supplier.
12. THIRD PARTY CONTRACTS
    1. If to the Supplier's knowledge the Buyer requires the Goods or Services for the fulfilment (in whole or in part) of any obligations of the Buyer under another contract, or if the Supplier has been nominated as a nominated supplier or sub-contractor to the Buyer under any other contract, then the conditions and obligations imposed upon the Buyer by that other contract shall, so far as the same relate to the Goods or Services, be correspondingly undertaken by the Supplier in favour of the Buyer.
13. INDEMNITY
    1. The Supplier shall fully indemnify the Buyer against each and any loss, liability, damages, costs (including legal costs) and expenses arising from or incurred by reason of any infringement or alleged infringement or any unauthorised use or alleged unauthorised use of any patent, registered design, copyright, design right, trade mark, trade name or other intellectual property right of any third party by the possession, use, hire, sale or offer for hire or sale of the Goods or by the use or disposal of the Buyer's Goods. The indemnity in this clause 13.1 shall not apply to any liability that arises because the Supplier followed a design furnished by the Buyer or because the Goods (or the Buyer's Goods) were used in a manner or for a purpose not reasonably to be inferred by the Supplier and not disclosed to the Supplier before the contract was made.
    2. The Supplier shall fully indemnify the Buyer against all loss of or damage to the Buyer's Goods and any other goods belonging to the Buyer that may occur from the time such goods or Buyer's Goods are first in the Supplier's possession, custody or control until the time they are delivered to the Buyer, however such loss or damage may be caused and whether or not attributable to any negligence on the part of the Supplier or negligence or wilful default by the Supplier's servants or agents.
    3. The Supplier shall fully indemnify the Buyer against any loss of or damage to any property or any injury to or death of any person and any other direct and consequential loss (including but not limited to loss of profit, loss of contracts or loss of any other business) caused by or arising out of any breach of contract, negligent act or omission or wilful misconduct of the Supplier, its employees, agents or sub-contractors or by any defect in the raw materials used in the design, processing, manufacture, storage or transport of the Goods.
14. DOCUMENTS, DESIGNS AND TOOLING
    1. All plans, drawings and designs supplied by or at the request of the Buyer to the Supplier for the purposes of the Order shall remain the Buyer's property. The Supplier shall treat them as confidential and shall use them only for the purposes of the Order. The Supplier shall deliver them up to the Buyer upon completion of the contract or upon demand, whichever is the earlier.
    2. Unless otherwise agreed in writing, all tools, dies, patterns and other equipment supplied to the Supplier by the Buyer or manufactured and obtained by the Supplier wholly or partly at the Buyer's expense (including any replacement) shall be and remain the Buyer's property, shall be clearly marked by the Supplier as "property of Stock Redler Limited" and shall be used only for the purposes of the Order.
    3. All copyright, design right and other intellectual property in any plans, drawings, designs, tools, dies, software goods or other materials originated by the Supplier or its agents, subcontractors or employees for the purposes of the Order shall belong to and are hereby assigned to the Buyer. The Supplier shall upon demand and for the consideration of £1 execute an assignment or confirmatory assignment with full title guarantee of all such intellectual property rights in those originated items (or procure that such an assignment with full title guarantee is obtained from the relevant author/originator) in favour of the Buyer with a full waiver of all moral rights in them in favour of the Buyer.
15. CONFIDENTIALITY
    1. The Supplier shall not use the Buyer's name for advertisement or publicity without the Buyer's prior written consent and the Supplier shall not either during the contract or at any time thereafter disclose any confidential information of the Buyer or supplied by the Buyer to any individual, firm or company or use any such confidential information except for the purposes of the Order.
16. TERMINATION
    1. The Buyer shall be entitled to terminate the contract forthwith without liability to the Supplier by giving written notice to the Supplier at any time if:
       1. the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (other than for the purpose of amalgamation or reconstruction); or
       2. an administrative receiver or administrator is appointed over any of the Supplier's property or assets; or
       3. the Supplier ceases, or threatens to cease, to carry on business; or
       4. the Buyer reasonably believes that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly; or
       5. the Supplier commits a material breach of contract; or
       6. the Supplier substantially hinders the Buyer or any third party from carrying out work on behalf of the Buyer; or
       7. the Supplier appoints a sub-contractor prior to the approval of the Buyer being given; or
       8. the Supplier fails to provide a bond or guarantee within the agreed time limits where this is required by the contract.
    2. If the Buyer exercises any of its rights under clauses 16.1 this shall not prejudice or affect any right of action or remedy which has already accrued to it at that time or which may accrue to it thereafter.
17. FORCE MAJEURE
    1. If the Buyer is affected by events beyond its reasonable control (including, without limitation, the imposition of parliamentary or governmental restrictions, trade disputes, damage to its goods or property or the suspension or cancellation of orders by its customers) it shall be entitled without incurring any liability to the Supplier to require the Supplier to defer any delivery or the provision of any Services for such a period as may be reasonably necessary or to cancel any Order. Subject to clause 17.2, if the Buyer cancels any Order the Supplier shall be entitled after 60 days to payment of any sum that the Supplier has reasonably incurred in carrying out any work prior to the date of cancellation in the provision of Services or the production of Goods for delivery to the Buyer provided that within 30 days from the date of cancellation the Supplier has submitted to the Buyer in writing its claim for payment together with all information reasonably necessary to enable the Buyer to verify the claim.
    2. The sum referred to in clause 17.1, when aggregated with any monies already paid in relation to the Order, shall not exceed the contract price.
18. ASSIGNMENT
    1. The Supplier shall not without the Buyer's written consent assign, transfer or sub-contract (in whole or in part) any of its rights or obligations under the contract. Any such consent shall not relieve the Supplier of any of its obligations under the contract.
19. WAIVER
    1. If the Buyer waives any breach of the contract by the Supplier this shall not be construed as a waiver of any subsequent breach of the contract or any other provision.
20. PROPER LAW AND JURISDICTION
    1. These Conditions shall be governed by and construed in all respects in accordance with English law and shall be deemed to have been made in England. Each party hereby submits to the jurisdiction of the English courts.