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ESSENTRA SPECIALITY TAPES LIMITED TERMS AND CONDITIONS OF PURCHASE DEFINITION

In these conditions "the Company" means Essentra Speciality Tapes Limited and "the Supplier" means the person or Company to whom this order is addressed. Where the Contract is for the provision of services. the words "the goods" shall be read where the Contract permits, as meaning the services which the Supplier has contracted to provide.

GENERAL CONDITIONS

These conditions shall form the basis of the Contract between the Company and the Supplier. Notwithstanding anything to the contrary in the Supplier's standard conditions or in any tender, quotation, advice note, invoice, acknowledgement, letter or any other document issued or sent by the Supplier, these conditions shall apply except insofar as expressly agreed in writing by the Company. No servant or agent of the Company has power to vary these conditions orally.

ACCEPTANCE

The conditions may be accepted in writing or by delivery of the goods.

QUALITY AND DESCRIPTION

a) "The Supplier warrants that the goods shall conform as to quantity, quality and description with the particulars stated in the order and shall be of satisfactory quality and free from defects in design, material and workmanship and that any services will be performed by appropriately qualified and trained personnel, with all due care and diligence. If samples, drawings or patterns are provided, or specifications given by either party, the goods shall conform to the samples, patterns, drawings or specifications. If a standard performance is specified, the goods shall be capable of the required performance. If the purpose for which the goods are required is indicated in the order either expressly or by implication, then the goods shall be fit for that purpose"

b) When the Company so requires, samples of items ordered shall be submitted for its approval before bulk deliveries are made. The Company may mark samples for identification and if approval it may retain them as a standard until the consignment has been completed .

c) "In the case of goods which do not comply with the Contract, the Company shall be entitled at its option to reject the goods and shall not be deemed to have accepted any such goods until it has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect has become apparent; or to require the Supplier to supply replacement goods in accordance with the Contract Within [7] days•'

TESTING AND CONTROL PROCEDURE

a) Any quality and specification control procedure necessary to comply with the order shall be carried out by the Supplier:

b) The Supplier will give the Company details of such procedures and notice of any changes of procedures or manufacturing process:

c) The Company shall be entitled and given reasonable access to inspect and/or test goods during manufacture but no such inspection or testing shall imply acceptance of the goods

d) "If, as a result of inspection or testing, the Company is not satisfied that the goods will comply in all respects with the Contract, and the Company so informs the Supplier with [10] days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance"CARE AND RETURN OF DIES, TOOLS, PATTERNS ETC. Dies, tools and patterns, provided by the Company or contracted to be used exclusively for the manufacture of goods to be supplied to the Company shall remain its property and from time to time shall be replaced by the Supplier when necessary at its expense, except that the Company undertakes to bear any expense incurred in respect of any changes made at its request before the end of useful life of such dies, tools and patterns. Whilst in the Supplier's possession they will be used solely for the manufacture of goods to the Company's order and on completion of the Order or Contract they and any copies thereof will be disposed of as the Company directs. Until then, they will be kept in good condition by the Supplier and held at its risk. The Supplier will also be liable to replace any material or components which the Company supplies and are damaged or scrapped in excess of the permitted scrap allowance whilst in the Supplier's possession. SUB-CONTRACTING Any sub-contracting by the Supplier must have the Company's prior written approval and shall be subject to the same terms and conditions as the Order and the Supplier shall be fully liable as if the goods were wholly manufactured by, and all work performed by it.

PRICE

The order price shall be the price stated on the order and shall include delivery insurance and the cost of packing . All prices are fixed no variations in the order price will be accepted without prior written agreement. PAYMENT Payment for the goods shall be made 65 days following the end of the month during which an accurate invoice, valid for VAT purposes, for the goods is received by the Company

a) mark clearly the Buyer's order number on the consignment package, packing notes, advice notes, invoices, monthly statements and all other correspondence relating thereto: "The Company is entitled to set off against the price any sums owed by the Supplier"

b) show Value Added Tax separately on all invoices and credit notes:

c) send the Buyer an account with in one week of the end of each month in which any goods have been delivered showing details of all Goods delivered during such month and of the payment owing for the same. All payments shall be made without prejudice to the Buyer's rights should the Goods prove not to be in accordance with the Contract. PACKING All goods must be properly packaged to survive transit to the delivery address and to resist pilferage, distortion, corrosion or contamination. All goods shall be clearly and legibly labelled and addressed DAMAGES OR LOSS IN TRANSIT The Supplier will repair or replace, free of charge, goods damaged or lost in transit. DELIVERY The Supplier will deliver and unload the goods to the Company's specified point of delivery and at the specified time of delivery The Company reserves the right to adjust its specified rate of delivery at any time. The time of delivery of the goods is of the essence of the Contract. The Supplier recognises that late delivery may cause the Company consequential loss, such as inability of the Company to meet other contractual commitments, therefore, provided that the Company can show that it has suffered loss, if delivery is delayed then the price payable under this Contract shall be reduced at the rate of [0.25] per cent of the price of the goods in delay for each [day) between the delivery date for the relevant goods and the actual date of their delivery up to a maximum of [5] per cent of the Contract price of the goods in delay. Such sums deducted shall be deemed as liquidated and ascertained damages payable by the supplier of the Company.

SUSPENDED DELIVERY

I 'Ill In the event of strikes, accidents or other unforeseen contingencies causing a stoppage of the Company's works or those of the Company's customers, delivery may be suspended at the Company's request during the continuance of same. In the case of goods supplied by installments over a period, deliveries may be suspended if contingencies beyond the Company's control prevent the delivery of goods or materials or their use. Any deliveries so suspended may be claims by the Company at the same rate of delivery as operated prior to the suspension although the period of the Order or Contract may have expired .

ADVICE NOTES AND INVOICES

a) All goods shall be accompanied by a detailed advice note stating the purchase order number, the date and number of the delivery schedule and identification particulars of the goods supplied:

b) An invoice stating the purchase order number, the advice note number and the location at which the goods were delivered must be sent within three days after the despatch of the goods. The Company decline responsibility for goods sent without an invoice and/or advice note PASSING OF PROPERTY The ownership of goods shall pass to the Company on delivery without prejudice to any right of rejection which may accrue to the Company under these conditions and irrespective of whether a price has been paid in whole or in part CANCELLATION & TERMINATION The Company shall be entitled to cancel the order at any time by giving written notice to the Supplier. If the Company exercises this right of cancellation, it shall be bound to a reasonable price for any work already completed but shall otherwise be free from liability. The Company shall be entitled to terminate the Contract without liability to the Supplier by giving notice to the Supplier at any time if:

a) the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a Company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

b) an encumbrance takes possession, or a receiver is appointed over any of the property or assets of the Supplier: or

c) the Supplier ceases, or threatens to cease, to carryon business: or

d) any act or omission of the Supplier, its employees, agents or sub-contractors in supplying or delivering the goods" INDEMNITY The Supplier shall keep the Company fully and effectively indemnified against•

a) Any claims for infringement of any patent or registered design trademark or trade name by reason of the use or sale of the goods supplied, and against all costs and damages which the Company may incur in any action for such infringement or for which the Company may become liable in such action

b) Any royalties payable by the Supplier.

c) Any claim in Contract or tort or otherwise: for any direct or indirect damages, expenses or costs relating to damage to property; or injury or loss to any person, firm or Company; or for any loss of profit or production arising out of; or occasioned by, any error in design or drawings; or any defects in or failure of the goods or part thereof provided; or work performed by the Supplier or occasioned by reason of any act or omission by the Supplier or any sub-contractor of its.

CONFIDENTIALITY

The supplier shall hold as confidential all information, details, specification, drawings and any other matter relating to the goods or services to be supplied in any way whatsoever and shall not disclose the same or any of the same to any other person except such of his employees and permitted sub-contractors and Suppliers as may be necessary for the performance of his obligations under this contract. Any specification or drawings supplied by the Company in connection with the Contract, together with copyright, design rights or any other intellectual property rights in the specification or drawing shall be the exclusive property of the Company. All documents and drawings containing such information and any copies thereof shall upon completion of the Contract, or its termination for any reason, be returned to the Company. INSURANCE The supplier shall insure and be responsible for any material or property sent to the Supplier by the Company for any purpose in connection with the Contract against any damage which may occur to it through time or any other cause whilst in the Supplier's custody. HEALTH & SAFETY The supplier will comply with all applicable health and safety and other legal requirements concerning the manufactural supply of the goods SITE RULES The Company's Site Rules are available upon request and these should be complied with by all members of the Supplier's personnel working upon the Company's premises.

ARBITRATION

This contract shall be governed by and construed in accordance with English law and parties agree to submit to the exclusive jurisdiction of English courts as regards any claims or matter arising from it GENERAL

a) The Company is a member of the group of companies whose holding company is Filtrona Pic and accordingly the Company may perform any of its obligations or exercise any of its rights hereunder by itself of through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Company. The order is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or subcontract any of its obligations under the Contract.

b) No wavier by the Company of any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.

c) If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this contract and the remainder of the provision in question shall not be affected thereby.