GENERAL TERMS AND CONDITIONS FOR SUPPLY OF GOODS

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1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 “Buyer” means the organisation or person who buys Goods from the Seller;

1.2 “Goods” means the articles to be supplied to the Buyer by the Seller;

1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;

1.5 “Seller” means Ecolour Ltd
4 Green Lane Business Park
238 Green Lane
New Eltham
London
SE9 3TL
Company number: 07603286

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer.

2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

2.3 Any typographical, clerical or other error or omission in any quotation, price list, acknowledgement of order, invoice or other document issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3 PRICE AND PAYMENT

3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Shipping shall be paid for by the Buyer.

3.2 Payment of the price and VAT and any other applicable cost shall be due before any purchase orders are accepted.

4 DESCRIPTION

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

5 SAMPLE

Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.

6 DELIVERY

6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract and no liability will attach to late or postponed deliveries due to conditions beyond the reasonable control of the Seller.

6.3 Collection by the Buyer or delivery by the Seller or the carrier to the Buyer will be deemed to be receipt of the goods by the Buyer for the purpose of this agreement.

7 CANCELLATION AND POSTPONEMENT OF ORDERS

7.1 Deliveries in respect of orders for goods may only be postponed with the written agreement of the Seller. If the Buyer cancels an order, The Seller will endeavour to find an alternative Buyer, but will be entitled to charge the Buyer for any losses suffered as a result of the cancellation. There shall be no requirement to prove such losses provided they do not exceed 25% of the value of any orders cancelled.

7.2 The Seller shall be entitled, on the termination of this contract and without prejudice to any other claims against the Buyer:
(i) To recover from the Buyer the cost of any goods acquired by the Seller for the
Buyer.
(ii) To charge the Buyer by way of cancellation a sum not less than 25% of the invoice value of the goods ordered by the Buyer but not delivered by the Seller.

7.3 Orders for goods manufactured or purchased in accordance with the Buyer’s specifications may not be cancelled without the written authority of the Seller. The Buyer undertakes to indemnify the Seller for all costs and expenses resulting from a breach of this condition by the Buyer.

7.4 All Sales are final upon being shipped.

8 RISK

Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

9 LIABILITY

91 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:

9.1.1 The correspondence of the Goods with any description;

9.1.2 the quality of the Goods; or

9.1.3 the fitness of the Goods for any purpose whatsoever.

9.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

9.2.1 The correspondence of the Goods with any description;

9.2.2 the quality of the Goods; or

9.2.3 the fitness of the Goods for any purpose whatsoever.

9.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.

11 LIMITATION OF LIABILITY

11.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.

11.2 The Buyer acknowledges and agrees that the exclusions from and limitations of liability provided for in this document are reasonable in the circumstances and that if they had not been included the Sale Price would have been materially increased.

11.3 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.

11.4 Without affecting our responsibilities to you under this acknowledgment and to the fullest extent permitted by law, you agree that you are solely responsible for

(i) Any product or process using or incorporating the goods;

12 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

13 FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

14 RELATIONSHIP OF PARTIES

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

15 ASSIGNMENT AND SUB-CONTRACTING

The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

16 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

17 SEVERABILITY

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

18 TAXATION

Buyer/Customer agrees to and is responsible to self-assess and remit any and all applicable sales and/or use taxes as may be deemed applicable to the jurisdiction(s) to which the Buyer/Customer consumes or resells their purchases.

Buyer/Customer agrees to indemnify the Company and reimburse the Company for any and all sales/use taxes, cost of compliance, representation and other costs associated with the sales/use tax that may be assessed to The Company due to the failure of the customer to properly self-assess and remit as agreed upon by this contract.

19 GOVERNING LAW AND JURISDICTION

In the event of a dispute arising out of or relating to this contract, including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute by mediation in accordance with the LCIA Mediation Rules, which Rules are deemed to be incorporated by reference into this clause.

If the dispute is not settled by mediation or if either party fails or refuses to agree to or participate (further) in the mediation procedure within 10 (ten) days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

The language to be used in the mediation and in the arbitration shall be English.

The governing law of the contract shall be the substantive law of United Kingdom.

In any arbitration commenced pursuant to this clause, the number of arbitrators shall be one; and the seat, or legal place, of the arbitration shall be London, England.

The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.

The parties agree that the arbitration is final and binding, and the parties also exclude any right of appeal on the merits to a national court which may have jurisdiction to hear such an appeal.

Where the violation consists of continuing a situation contrary to the obligations under this agreement, one infringement shall be deemed to have taken place for each calendar month or part thereof in which the violation takes place.

If the aggregate loss, including costs, suffered by ecolour ltd. as a result of the breach exceeds, the BP will indemnify ecolour ltd for the additional loss.

This shall be the only agreement between the parties with respect to information unless mutually agreed in writing otherwise with specific reference hereto.