CONDITIONS OF SALE

CONDITIONS FOR THE SUPPLY OF GOODS AND ASSOCIATED SERVICES BY INDUSTRIALSUPPLYALLIANCE


1 INTERPRETATION

1.1 In these conditions:
Cromwell shall mean Cromwell Group (Holdings) Limited and its subsidiary or associated Companies;
Contract shall mean the Order and the Seller's acceptance of the Order. Goods shall mean any goods agreed in the Contract to be purchased by the Cromwell from the Seller (including any part or parts of them).
Order
shall mean Cromwell's written instruction to supply the Goods, incorporating these Conditions.
Seller shall mean the person, firm or company who accepts Cromwell's Order.

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Condition headings do not affect the interpretation of these conditions.

2 APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.4, these conditions are the only conditions upon which Cromwell is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions.

2.2 Each Order for Goods by Cromwell from the Seller shall be deemed to be an offer by Cromwell to buy Goods subject to these conditions and no Order shall be accepted until the Seller accepts the offer either: (a) expressly by giving notice of acceptance; or (b) impliedly by fulfilling the Order in whole or in part.

2.3 No terms or conditions endorsed upon, delivered with or contained in the Seller's quotation, acknowledgement or acceptance of order, specification or similar document shall form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.

2.4 These conditions apply to all Cromwell's purchases and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by an authorised signatory of Cromwell.

3 QUALITY AND DEFECTS

3.1 The Goods shall be of the best available design, of the best quality, material and workmanship, be without fault and conform in all respects with the Order and specification and/or patterns supplied or advised by Cromwell to the Seller.

3.2 Cromwell's rights under these conditions are in addition to the statutory conditions implied in favour of Cromwell by the Sale of Goods Act 1979 (as amended).

3.3 At any time prior to delivery of the Goods, Cromwell shall has the right to inspect and test the Goods.

3.4 If the results of such inspection or testing causes Cromwell to be of the opinion that the Goods do not conform or are unlikely to conform with the Order or to any specifications and/or patterns supplied or advised by Cromwell to the Seller, Cromwell shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition Cromwell shall have the right to require and witness further testing and inspection.

3.5 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller's obligations under the Contract.

3.6 The Supplier shall procure that the rights afforded to Cromwell in this condition 3 together with any manufacturer’s warranty (“Warranty”) can be assigned to the customers of Cromwell or its divisions, subsidiaries or affiliates (the “Customers”) and provide reasonable assistance required by Cromwell and/or its Customers in relation to any Warranty claims. Unless otherwise agreed in writing by the Parties, the Warranty shall commence upon the date of purchase of the Product by Cromwell’s Customer and remain in effect for a period of not less than one year.

3.7 If any of the Supplier fails to comply with the provisions set out in condition 3, Cromwell shall be entitled to avail itself of any one or more remedies listed in condition 12.

4 INDEMNITY

The Seller shall keep Cromwell indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by Cromwell as a result of or in connection with (a) defective workmanship, quality or materials; (b) an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods; and (c) any claim made against Cromwell in respect of any liability, loss, damage, injury, cost or expense sustained by Cromwell's employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Seller.

5 DELIVERY

5.1 The Goods shall be delivered, carriage paid, to Cromwell's place of business or to such other place of delivery as is agreed by Cromwell in writing prior to delivery of the Goods. The Seller shall off-load the Goods at its own risk as directed by Cromwell.

5.2 The date for delivery shall be specified in the Order, or if no such date is specified then delivery shall take place within 28 days of the date of the Order.

5.3 The Seller shall invoice Cromwell upon, but separately from, despatch of the Goods to Cromwell.

5.4 The Seller shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the Order number, date of Order, number of
packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.

5.5 Time for delivery shall be of the essence.

5.6 Unless otherwise stipulated by Cromwell in the Order, deliveries shall only be accepted by Cromwell in normal business hours.

5.7 If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, Cromwell reserves the right to: (a) cancel the Contract in whole or in part; (b) refuse to accept any subsequent delivery of the Goods which the Seller attempts to make; (c) recover from the Seller any expenditure reasonably incurred by Cromwell in obtaining the Goods in substitution from another supplier; and (d) claim damages for any additional costs, loss or expenses incurred by Cromwell which are in any way attributable to the Seller's failure to deliver the Goods on the due date.

5.8 If the Seller requires Cromwell to return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to Cromwell and any such packaging material shall only be returned to the Seller at the cost of the Seller.

5.9 Where Cromwell agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to deliver any one instalment shall entitle Cromwell at its option to treat the whole Contract as repudiated.

5.10 If the Goods are delivered to Cromwell in excess of the quantities ordered Cromwell shall not be bound to pay for the excess and any excess shall be and shall remain at the Seller's risk and shall be returnable at the Seller's expense.

5.11 Cromwell shall not be deemed to have accepted the Goods until it has had 10 working days to inspect them following delivery. Cromwell shall also have the right to reject the Goods as though they had not been accepted for 10 working days after any latent defect in the Goods has become apparent.

6 PAYMENT

6.1 The Goods shall remain at the risk of the Seller until delivery to Cromwell is complete (including off-loading and stacking) when risk and ownership of the Goods shall pass to Cromwell.

6.2 The Seller warrants that: (a) the Goods, and the sale, design, manufacture, shipment, import, customs clearance, product labeling and documentation (including marking, warnings and other required documentation, e.g. safety instructions and manuals), whereas such documentation shall be at least available in the applicable language (or languages) version of the country where the Products will be sold (as communicated to Supplier by Cromwell) and Supplier's performance are and shall be in compliance with all laws and regulations, including any product safety, customer and consumer protection and environmental law, applicable at the place of manufacture and in any member state of the European Union or the European Economic Area; and (b) in the design, manufacture and supply of the Goods must meet any applicable safety requirements and must bear all required markings and labelling (e.g. CE marking, GS marking, WEEE, GTIN-IDent, care labelling) and the Supplier shall mark or procure to be marked all products and/or packaging with correct country of origin markings, and provide accurate customs codes etc. in conformity with all applicable trade laws, including those of the country of delivery (or such other country as communicated to the Supplier by Cromwell);

6.3 You shall promptly keep us informed of any matter to which you are aware or reasonably should be aware, as a supplier of the Goods, relating to the sale of the Goods by us. This is with regard to the storage, transportation, handling, assembly or use of the Goods by us or our customers (including, without limitation, legislation or advice from responsible or professional or legal bodies in respect of raw materials or chemicals used in the manufacture of the Goods) and the actions Cromwell has taken or proposes to take and those that Cromwell or its customer should take in relation to such matters.

7 PRICE

7.1 The price of the Goods shall be stated in the Order and unless otherwise agreed in writing by Cromwell shall be exclusive of value added tax but inclusive of all other charges.

7.2 Neither variation in the price of the Goods nor extra charges will be applicable at any time without express acceptance in writing by a duly authorised representative of Cromwell.

8 PAYMENT

8.1 Cromwell shall pay the price of the Goods properly invoiced within 60 days after receipt by Cromwell of a valid invoice for such Goods. Time for payment shall not be of the essence of the Contract. All Goods must be accompanied by a fully detailed delivery note and in the case of delivery of the Goods directly to a place of delivery which is not Cromwell's place of business the Seller shall provide to Cromwell a signed Proof of Delivery. Cromwell will only be required to pay the price of the Goods once it has received a signed Proof of Delivery from the Seller as aforesaid.

8.2 If time for payment of a Seller’s invoice should become of the essence and Cromwell does not pay by the due date, Cromwell shall pay the Seller simple interest on the overdue sum at 2% over the Bank of England variable base rate (the effect of the Late Payment of
Commercial Debts Act is excluded).

8.3 Without prejudice to any other right or remedy, Cromwell reserves the right to set off any amount owing at any time from the Seller to Cromwell against any amount payable by Cromwell to the Seller under the Contract.

8.4 The Seller shall not be entitled to suspend deliveries of the Goods as a result of any sums being outstanding.

9 CONFIDENTIALITY

The Seller shall keep in strict confidence all technical or commercial knowhow, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by Cromwell or its agents and any other confidential information concerning Cromwell's business or its products which the Seller may obtain and the Seller shall restrict disclosure of such confidential material to such of its employees, agents or subcontractors as need to know the same for the purpose of discharging the Seller's obligations to Cromwell and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller.

10 CROMWELL'S PROPERTY

Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by Cromwell to the Seller or not so supplied but used by the Seller specifically in the manufacture of the Goods shall at all times be and remain the exclusive property of Cromwell but shall be held by the Seller in safe custody at its own risk and maintained and kept in good condition by the Seller until returned to Cromwell and shall not be disposed of other than in accordance with Cromwell's written instructions, nor shall such items be used otherwise than as authorised by Cromwell in writing.

11 TERMINATION

11.1 Cromwell shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Seller written notice whereupon all work on the Contract shall be discontinued and Cromwell shall pay to the Seller fair and reasonable compensation for work-inprogress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.

11.2 Cromwell shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:
(a) the Seller commits a material breach of any of the terms and conditions of the Contract; or any distress, execution or other process is levied upon any of the assets of the Seller; or the Seller convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or (b) the Seller ceases or threatens to cease to carry on its business; or (c) the financial position of the Seller deteriorates to such an extent that in the opinion of Cromwell the capability of the Seller adequately to fulfil its
obligations under the Contract has been placed in jeopardy.

11.3 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of Cromwell accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

12 REMEDIES

Without prejudice to any other right or remedy which Cromwell may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract Cromwell shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by Cromwell: (a) to rescind the Order; (b) to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller; (c) at Cromwell's option to give the Seller the opportunity at the Seller's expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled; (d) to refuse to accept any further deliveries of the Goods but without any liability to the Seller; (e) to carry out at the Seller's expense any work necessary to make the Goods comply with the Contract; and (f) to claim such damages as may have been sustained in consequence of the Seller's breach or breaches of the Contract.

13 ASSIGNMENT

13.1 The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of Cromwell.

13.2 Cromwell may assign the Contract or any part of it to any person, firm or company.

14 FORCE MAJEURE

Cromwell reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Cromwell including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

15 BRIBERY ACT 2010

15.1 The Seller is aware that Cromwell’s business practices prohibit bribery and corrupt behaviour in any form. The Seller agrees that it is an independent contractor and it is and shall remain in compliance with all applicable laws that relate to commercial or public sector bribes, money laundering, terrorism (including but not limited to local anti-corruption laws, Canada’s Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the U.K. Bribery Act).

15.2 The Seller shall not offer or provide anything of value (gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any government official for the purpose of influencing any act or decision. This means that the Supplier cannot pay a gratuity, bribe or inducement to any government official, even if it appears customary or consistent with prevailing business practices. Prohibited payments include, for example, any payment to a government purchasing agent to influence its decision to purchase products from us; any payment to customs officials to expedite the handling of products being imported or to minimize the amount of duty to be paid; any payment to officials to reduce taxes or expedite the resolution of tax matters; any payment of travel expenses; contribute to an election campaign of a candidate for government office, or otherwise give a gift (other than of nominal value) to an official in agency that may regulate our business or who is a current or potential customer or supplier.

16 GENERAL

16.1 Each right or remedy of Cromwell under the Contract is without prejudice to any other right or remedy of Cromwell whether under the Contract or not.

16.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

16.3 Failure or delay by Cromwell in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

16.4 Any waiver by Cromwell of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

16.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

16.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.