1. Definitions

1.1 “Company” means Vetasi Ltd.

1.2 “Deliverables” means the goods or services to be supplied by the Supplier to the Company as identified in the Purchase Order.

1.3 “Goods” means all goods, materials, equipment, parts and any other ancillary activity provided by the Supplier to the Company identified in the Purchase Order.

1.4 “VAT” means Value Added Tax

1.5 “Services” means the services to be provided by the Supplier to the Company identified in the Purchase Order.

1.6 “Supplier” means the person supplying the goods or performing the services as identified in the Purchase Order.

2. Entire Agreement

2.1 The Purchase Order, incorporating these terms and conditions, comprises the entire agreement between the Company and the Supplier and supersedes all prior agreements, representations, warranties or arrangements.

3. Precedence of Documents

3.1 Unless otherwise stated, the order of precedence of the following documents shall apply:

a) the Purchase Order;

b) these terms and conditions; and

c) any other attached drawings or documents.

4. Alterations/variations

4.1 Alterations or variations to the Purchase Order, these Terms and Conditions or any other attached drawings or documents shall not be legally binding upon Company or Supplier unless agreed in writing by the parties.

5. Price and Payment

5.1 Price

a) The price of the Deliverables shall be specified in the Purchase Order and cannot be varied without written agreement of the Company and Supplier.

Unless otherwise stated in the Purchase Order, the price is fixed and not subject to variation and includes all expenses incurred by the Supplier in relation to provision of the Deliverables. The price is exclusive of any applicable VAT.

5.2 Payment

a) Unless otherwise stated in the Purchase Order, the terms of payment are 30 days from receipt of a correctly rendered Supplier’s invoice by the Company and receipt and acceptance of the Deliverables by the Company.

b) A correctly rendered invoice includes, as a minimum, the Purchase Order number and is a tax invoice for the purposes of VAT. Invoices not quoting a valid purchase order number will be rejected.

c) Company reserves the right to return to Supplier any invoices not deemed to be correctly rendered and retains the right to offset against any moneys payable to the Supplier against any sums owed by the Supplier to the Company.

d) Invoices will be rejected if they do not match the currency of the purchase order.

6. Packaging and Preservation

6.1 All Goods supplied by the Supplier shall be packed as specified in the Purchase Order and if not specified shall be packed so as to avoid being damaged during transportation, loading and unloading.

7. Inspection and Testing

7.1 The Company is entitled to expedite, inspect and witness tests on the Goods at the Supplier’s and any subcontractor’s premises. The Supplier must allow Company access at any time to the Supplier’s and any subcontractor’s premises for this purpose. The Supplier must make this a condition of any subcontract.

8. Delivery, Risk and Title

8.1 The Supplier is responsible for the delivery and all costs associated with the delivery of the Goods to the Company's premises or such other location that is specified in the Purchase Order.

8.2 Title to and property in the Goods immediately passes to the Company upon payment or delivery, whichever occurs first, and the Goods must be appropriately marked and identified as the property of the Company.

8.3 Risk in the Goods remains with the Supplier until delivery to the Company unless otherwise stated in the Purchase Order.

9. Delays

9.1 Time is of the essence in the Supplier’s performance of the Purchase Order. If it ever appears that the provision of Deliverables will not be met within the time specified, the Supplier must immediately notify the Company of any anticipated delay, with complete information regarding the cause and the earliest possible delivery date. In such event, the Company may (without prejudice to any other rights) do whatever is necessary to expedite the provision of the Deliverables at the Supplier's expense, including terminating the Purchase Order.

10. Warranty

10.1 The Supplier warrants that the Deliverables shall be free from faulty design, defects and workmanship, suitable for the purpose intended and conform to the Purchase Order requirements and any applicable laws and regulations. Supplier further warrants that the Goods are new and are of the specified quality.

10.2 These warranties are in addition to any statutory warranties applicable to the Deliverables.

10.3 If any part or aspect of the Goods fail or becomes defective within 12 months from the date the Goods were supplied to the Company, the Supplier must without delay and at no cost to the Company do all things necessary to remedy the defect or failure in the Goods. This can be by way or repair, replacement, modification or other means acceptable to the Company. If the Supplier does not do so, within a reasonable period following notice of the defect from the Company, then the Company will have the right to remedy the defect and recover costs so incurred from the Supplier.

10.4 If, during the term of the Purchase Order, and a further term of 12 months following completion of Services, the Company is of the view that the Services do not comply with the requirements of the Purchase Order then the Company may require the Supplier to re-perform the Services at the Supplier’s cost within such time as the Company reasonably may request.

11. Liability and Indemnity

11.1 The Supplier must indemnify and keep indemnified, the Company, and its officers, employees and agents against all claims, demands, proceedings, liabilities, costs, charges and expenses suffered by the Company and its officers, employees and agents arising as a result from any act, neglect or fault of the Supplier, its officers, employees and agents related to its obligations under the Purchase Order.

11.2 The Company will not be liable to the Supplier for any indirect or consequential loss or damage under the Purchase Order.

11.3 The maximum sum, for which the Company may be liable to the Supplier under the Purchase order, is limited to the price of the Deliverables.

12. Insurances

12.1 In relation to Services, the Supplier shall take out and maintain:

a) comprehensive public liability insurance with a limit of not less than £5,000,000 per claim;

b) employer’s liability insurance as required by law;

c) motor vehicle third party liability insurance as required by law;

d) insurance covering the Suppliers own property, equipment, materials owned, hired leased or used by the Supplier for the purpose of this Purchase Order; and

e) any additional insurance required by any applicable law.

12.2 In relation to Goods, the Supplier shall take out and maintain any policies of insurance specified in the Purchase Order or required by law.

12.3 Supplier will at the request of Company provide copies of all certificates of currency in respect of the insurances required to be taken out by Supplier.

13. Force Majeure

13.1 Neither the Company nor the Supplier shall be liable to the other for default or delay in performing its obligations in respect of this Purchase Order caused by any occurrence beyond its reasonable control including, without limitation, fire, strike, disturbance, riot, war, Act of God and government order or regulation, provided that the party affected by such occurrence notifies the other party in writing within seven (7) days of the commencement of that occurrence. When the party ceases to be affected by the force majeure event it must immediately recommence performing its obligations under the Purchase Order and notify the other party accordingly. However, if as a result of any such force majeure event, supply of all or part of the Deliverables is delayed more than 3 days after the delivery date specified in the Purchase Order the Company may, without penalty, cancel this Purchase Order to the extent it relates to such delayed Deliverables.

14. Disputes

14.1 Company and Supplier agree to work together to quickly settle disputes or differences that may arise. In the event that any such disputes or differences cannot be negotiated and amicably resolved between the parties within 30 days after the dispute was first raised, then the parties agree that the dispute must be referred to an arbitrator.

14.2 In the event of any unresolved dispute the Supplier must ensure the continued progress of achieving Deliverables.

15. Termination

15.1 If Goods have been offered by the Supplier as, or if they are, standard or stock items Company can, by notice to Supplier, at any time up to delivery cancel the commitment to buy them. Any other commitment of the Company to receive and pay for Deliverables may be cancelled by the Company and in such instances the Company will reimburse the Supplier for all irrecoverable costs incurred, or unavoidably committed, by the Supplier up to the point of cancellation.

15.2 Company may suspend performance of, or cancel, or suspend and then at any subsequent time cancel, the Purchase Order without any liability to the Supplier if it breach its terms, or if the Supplier’s business fails. The Supplier’s business will be treated for this purpose as having failed if:

a) the Supplier makes any voluntary arrangement with its creditors;

b) (being an individual or firm) Supplier become bankrupt;

c) (being a company) Supplier becomes subject to an administration order or goes into liquidation;

d) any third party takes possession of, or enforces rights over, any of the Supplier’s property or assets under any form of security;

e) the Supplier stops or threatens to stop carrying on business;

f) the Supplier suffers any process equivalent to any of these, in any jurisdiction; or

g) Company reasonably believes that any of the events mentioned above is about to occur and Company notifies the Supplier accordingly.

15.3 Any right of cancellation or suspension under this section is additional to any rights available to the Company under the law of any relevant jurisdiction.

16. Confidentiality

16.1 Any information provided by the Company to Supplier which is noted as confidential, or the Supplier ought reasonably to know to be confidential, must not be disclosed to any third party by the Supplier without the prior written consent of the Company. The parties agree that this obligation shall survive termination or expiration of the Purchase Order.

17. Intellectual Property

17.1 The title to all intellectual property rights in or in relation to providing the Services shall vest upon its creation with the Company. Any intellectual property owned by the Supplier prior to execution of the Services will remain the property of the Supplier.

18. Waiver

18.1 No failure or delay on the part of the Company in exercising any of its rights under the Purchase Order shall be construed as constituting a waiver of any such rights.

19. Governing Law

19.1 Unless otherwise specified, the Purchase Order will be governed and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

20. Subcontracting and Assignment

20.1 The Supplier is not permitted to assign or sub-contract all or any part of its obligations under the Purchase Order without the prior written consent of the Company.

21. Compliance with Laws

21.1 The Supplier, when providing the Deliverables, must have regard to and use best endeavours to ensure that it complies with all relevant and applicable laws, regulations and policies.

22. VAT

22.1 VAT is payable on certain supplies of goods and/or services.

22.2 All charges and amounts payable by one party to another under the Purchase Order are stated exclusive of VAT.

22.3 For each taxable supply under or in connection with the Purchase Order:

a) The Supplier will be entitled to charge the Company for any VAT payable by the Supplier in respect of the taxable supply.

b) The Company must pay to the supplier the amount of the VAT at the same time as the relevant charge applicable to the supply becomes payable under the Purchase Order.

c) The Supplier must provide a valid tax invoice to the Company in respect of the taxable supply.

23. Non-exclusivity

23.1 The Purchase Order, or these terms and conditions, do not confer on the Supplier any right to be a sole or exclusive supplier of the Deliverables.

24. Independent Supplier

24.1 The Supplier is an independent contractor and must exercise independent control, management and supervision in the performance of the Purchase Order. The Supplier is not the Company's agent in any way. The Suppliers’ personnel will not under any circumstances be considered employees of the Company for any purpose.

25. Notices

A notice is treated as having been duly given and received when delivered, in writing, to the other party’s address. The addresses of the parties are as stipulated in the Purchase Order.

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