GENERAL TERMS AND CONDITIONS OF PURCHASE

1. GENERAL

Except only where expressly agreed otherwise by us in writing every order of goods or services shall be subject to these terms and conditions (hereinafter call "Conditions"). By commencing work on this Order you will be deemed to have accepted these conditions.

"Goods" shall include goods and services and any part of them which must be provided under an Order.

"Order" means the Purchase Order in respect of the Goods. We reserve the right to refuse delivery or payment of all goods that are supplied without a valid purchase order. All invoices not displaying a valid Order number will be rejected and returned.

"We", "us" and "our" means New Esporta Holding Limited (registered in England No. 5663645) whose registered office is at Trinity Court, Molly Millars Lane, Wokingham, Berkshire RG41 2PY and any subsidiary thereof.

"You" and "your" means the person, firm or company identified as the supplier of the Goods in the Order.

2. PRICE

The price for the Goods subject to an Order shall, unless otherwise stated, be exclusive of VAT and inclusive of all charges for packaging, packing, carriage, insurance and delivery and any other duties or imports other than VAT. We reserve the right to pay only to the value as stated in the valid Order. Any change in price from that stated in the Order shall only be made by agreement in writing at least thirty days prior to the delivery of the Goods.

We shall be entitled to set off any sums due by us to you against any sums due to us by you under any contractual arrangement between you and us, including any successor, subsidiary, holding company or any other subsidiary of the holding company of either party.

3. PAYMENT AND TERMS

Payment shall be made by BACS transfer directly to a business bank account only. Bank information must be supplied prior to any shipment of the Goods.

Payment for all Goods will be paid on the last day of the month following the month of purchase unless otherwise agreed in writing by us.

4. WARRANTIES AND LIABILITIES

Without prejudice to our statutory rights and remedies implied into this agreement, you warrant that:

(a) the Goods will be of satisfactory quality and fit for the purpose, including any particular purpose made known to you by us;
(b) the Goods correspond in quality, quantity and description with any specification, stipulation or any other requirement contained in the Order or notified by us to you or agreed in writing by us or you and shall correspond in all respects with any samples or patterns provided to either party;
(c) the Goods shall comply with all applicable statutory and regulatory requirements;
(d) the Goods shall be free from defects in design, material and workmanship and shall remain so for 12 months after delivery failing which we shall be entitled to reject the Goods pursuant to clause 11;
(e) you will not be entitled to reject any claim made in respect of any defect arising within the warranty period on the basis that we failed to make the complaint during such period; and
(f) the provisions of this clause shall apply to Goods replaced or repaired by you and shall be effective from the date of such replacement or repair, but shall not prejudice any of our rights resulting from any defects in the Goods.

5. INSPECTION AND TESTING

Prior to delivery you shall inspect and test the Goods for compliance with the Order and in assessing the Goods being of "satisfactory quality" and their "fitness for the purpose" we shall be entitled to rely on your skill and judgement. You shall if required by us, supply certified copies of records of such inspections and tests free of charge. You will grant to us or our nominated representatives a right of access at all reasonable times for the purpose of checking progress and carrying out or witnessing tests and/or inspection procedures. Such tests and inspections as we may carry out shall not in any way diminish, affect or impair your obligations.

6. PACKAGING

You will package the Goods in a manner suitable for transit and/or storage at no cost to us.

The Goods, including any part thereof, will be supplied with all required labels, instructions, manuals, advice and materials in relation to the handling, storage, longevity, installation, use, service, maintenance and any other matter reasonably required under relevant Health & Safety laws and regulations. Where these are not included in the packaging these must be provided separately on delivery.

7. DETERIORATION OF GOODS

If the Goods are perishable or have a life expectancy of a fixed duration or if there are any circumstances known to you which would adversely affect the life-span of the Goods, you will forthwith advise us in writing of all such necessary and appropriate information relating thereto which shall form part of the description of the Goods.

8. DELIVERY

Time shall be of the essence of this Order if any delivery date is specified by us. Any extension of time for delivery or performance must be agreed in writing by us.

Unless otherwise specified by us, delivery of the Goods shall be effected by you at your own risk and expense (including the risk of deterioration in the Goods necessarily incident to the course of transit) at the place and on the date(s) if any specified in the Order.

In the event of the Goods not being made available on the date(s) specified in the Order, we retain the right to cancel the Order pursuant to Condition 11.

If the Goods are to be delivered or services performed in instalments, the Order will be treated as a single order and not severable.

Delivery shall not be effected until the Goods have been unloaded or the services performed and accepted in writing by our authorised officer, employee or representative.

9. TITLE AND RISK

Title in the Goods and risk of damage to or loss of the Goods shall pass on delivery or (in the case of delivery by instalments) on the delivery of each instalment. Where the Goods or any part of them, though ready for delivery, are retained by you pending delivery instructions, then the property in such Goods shall pass to us upon payment, but the risk in such Goods shall remain with you until actual delivery.

10. INSURANCE AND INDEMNITY

You will insure to their full value any Goods, tools, materials and any other property provided by or through us to you for your use whilst they are in your possession.

You will indemnify us against any and all liability, loss, claims, fines, penalties, costs and expenses howsoever arising in connection with the following:

(a) any breach of any warranty given by you in relation to the Goods or the Order;
(b) any liability under consumer protection laws;
(c) any act or omission by you, or your employees, agents and sub-contractors in the supply, delivery and installation of the Goods or in performing the services; any
(d) any injury caused to any person or damage to any property from inherent vice of the Goods or by reason of faulty design materials or workmanship of the Goods or as the result of any breach by you of any statutory duty laid upon the manufacturers or suppliers of any article for use at work or if you or any of your servants or agents cause or suffer any injury or damage whilst on our premises in performance of this Order.

You will take our adequate and appropriate insurance in respect of this clause.

You shall hold any insurance monies payable under this clause in trust for us.

11. REJECTION AND RESCISSION

If the Goods do not comply with the Order, or if they are defective, or any of the Conditions attaching to the Order are not complied with by you, or it is clear that you will be unable to perform all or part of the Order, then, without limiting any other right or remedy we may have and in addition to our statutory rights and remedies, we shall at our discretion be entitled to reject the Goods and/or rescind the Order (notwithstanding that the property in the Goods may have passed) by giving written notice to you and the following provisions shall, where appropriate, apply:-

(a) We shall return to you at your risk and expense, any rejected Goods or any Goods already delivered which by reason of non-delivery of the balance are not reasonably capable of use by us, or at our option shall require you to collect the same; and
(b) We may at our discretion require you either to restore, repair, or rectify the Goods to our satisfaction at your expense, or to replace any Goods so rejected under the same Conditions within 5 business days of being requested to do so; and
(c) You will repay to us any money paid by us in respect of rejected or undelivered Goods whether or not we have previously required you to repair or replace the rejected Goods; and
(d) We may obtain substitute goods or services from an alternative source and you shall reimburse us for the costs we incur in so doing;
(e) We may claim damages for any other costs, expenses or losses resulting from your delivery of Goods that are not in conformity with the Order or these Conditions or defective.

12. CONFIDENTIALITY

This Order and the subject matter thereof shall be treated as confidential between you and us and shall not be disclosed or publicised to any third party for any reason without our prior written consent.

You will not use our name, trade marks or and any other identifier for advertising or publicity purposes without our written consent.

You will not copy, publicise or make available to any third party any drawings, patterns, tooling of any kind, written instructions, specifications and other technical papers, supplied by us or produced by you at our cost for the purposes of this Order, and the same shall remain our property and must be returned to us on demand free of charge.

Any information not in the public domain concerning the business affairs of one party which comes into the possession of the other party shall be confidential to the parties and shall not be disclosed to any other person or used other than for the purposes of this Order without the prior written consent of the other party, unless the information is manifestly in the public domain or already in the possession of the receiving party (other than through any breach of confidentiality).

13. FORCE MAJEURE

Neither party shall be liable for any failure or delay in supplying the Goods or in receiving or making use of the Goods due wholly or partially to any event beyond the reasonable control of the parties ("Force Majeure Event") including without limitation acts of God, war, acts of terrorism, riot, civil commotion, malicious damage, fire, flood or storm. For the avoidance of doubt strikes, industrial action, third party insolvency and/or failure shall not be considered a Force Majeure Event.

Where a Force Majeure Event arises the party prevented, hindered or delayed from performing its obligations under the Order shall within 2 days of the event first arising give written notice declaring the extent of the event to the other party. If mutually agreed by both parties, then the obligations of the party so affected shall be suspended for such period as the parties may agree.

A party affected by a Force Majeure Event must use every reasonable endeavour to minimise the effects thereof and to resume performance promptly after the removal of such event. If the period of non-performance continues for more than 14 days from the receipt of notice of the Force Majeure Event, the party whose performance has not been so effected may, by giving written notice, terminate the Order forthwith.

14. TERMINATION AND BREACH

We shall have the right to terminate the Order with immediate effect by written notice in the event of your being in breach of any of your obligations under these Conditions. In the case of any breach which is not material and is capable of remedy within a maximum of 14 days we shall serve written notice on you specifying the nature of such breach and the time by which such breach must be remedied. Where you then fail to remedy the breach within the stipulated number of dates from the date of service of such notice, we may terminate the Order forthwith and without further notice.

We reserve the right in the case of a material breach to determine such breach as not being capable of remedy, in which event we shall give you written notice of termination of the Order with immediate effect.

15. ASSIGNMENT AND SUB CONTRACTING

You shall not, without our written consent, assign, transfer or sub-contract the Order to any third party. We shall have the right to assign, novate, transfer or sub-contract any and all rights or obligations of the Order.

16. INTELLECTUAL PROPERTY

You will indemnify us against any and all liability, loss, damages, claims, costs and expenses arising out of any claim in respect of any infringement or alleged infringement of any patent, trademark registered design or copyright or other proprietary rights whether in the United Kingdom or elsewhere resulting from the design, manufacture, use, supply or re-supply of the Goods.

17. BANKRUPTCY OR LIQUIDATION

If you shall become bankrupt or have a receiving order or administration order made against you or shall make any composition or arrangement with or any conveyance or assignment for the benefit of your creditors or shall purport so to do or shall have any application made against you under any Bankruptcy Act or (being a company) if any resolution shall be passed or an order of the Court be made that you be wound-up (save for the purposes of reconstruction or amalgamation) or a receiver or manager be appointed by any creditor or any act shall be done which would cause any of the forgoing to be done, we shall be entitled to determine the Order by written notice to you but without prejudice to any other right or action which we may have at the date of such notice.

18. WAIVER

No admission, act or omission made by us or on our part during the continuance of this Order shall constitute a waiver of or release you from any liability under any of its terms.

19. SEVERABILITY

If any term of these Conditions or the Order is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other terms and the remainder of the term in question shall not be affected thereby.

19. THIRD PARTIES

Neither party intends any provision of these Conditions or of the order to be enforceable by or for the benefit of any third party.

20. GOVERNING LAW

The Order and these Conditions shall be construed and have effect in all respects in accordance with English Law and subject to the exclusive jurisdiction of the English Courts. Where any special conditions of purchase applicable to this order are in conflict with these general terms and conditions, the special conditions shall prevail.