SCORE GROUP EMAIL TERMS

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(c) 2008 Score Group Limited

THIS POLICY DOCUMENT IS SUBJECT TO CHANGE WITHOUT FORMAL NOTICE.

GENERAL TERMS AND CONDITIONS OF SALE
Score Energy Limited

Warranty Terms for Gas Generator Sale and Repair

Revison: 3

11th July 2014

1.0 Labour and Workmanship
The Company warrants that all work performed by the Company shall be free from defects in workmanship. The Company will provide free of charge at its Wellbank Facility in Scotland, all labour necessary to make good such defects as are shown to the reasonable satisfaction of the Company to be due to the Company’s workmanship and which become apparent within the period specified below under section 8.0 "Duration of Warranty".

2.0 Parts and Material
2.1  Where materials, component parts or sub assemblies are supplied and fitted by the Company in the course of work on Buyer's equipment, the Company warrants that such materials, component parts and sub assemblies are free from defects. Should it be shown to the reasonable satisfaction of the Company that a defect has become apparent in any such material, component, part or sub assembly within the period shown below under section 8.0 "Duration of Warranty", the Company shall undertake to repair it at its option, or provide for the replacement of, any such offending item free of charge at the Company facility.
2.2 The Company makes no warranty in respect of materials or parts supplied by the Buyer for fitting to the Buyer's equipment by the Company.  Furthermore, the Company makes no warranty in respect of any parts supplied by the Company from a source specified by the Buyer, other than the Company.
2.3  The Company makes no warranty of materials or parts which have previously been rejected during inspection, or where there is uncertainty as to remaining useful life, and are fitted to the engine under the Buyer’s specific instruction.

3.0 Notification of Warranty Claim
The obligation of The Company with respect to any claim under these Warranty Conditions shall be conditional upon the Buyer notifying the Company in writing to the Customer Support Manager of such warranty claim within fourteen (14) days of discovery by the Buyer of the defect to which the claim refers.

4.0 Storage Prior to Installation
Where the gas generator is to be stored for any period prior to installation, acceptance by the Company of any claims under these Warranty Conditions is conditional upon the gas generator being stored in a "Bagged" condition and otherwise in accordance with the recommended storage procedures and conditions laid down in the Maintenance Instructions prepared by the original equipment manufacturer.

5.0 Removal and Re-Installation
All costs associated with the removal or re-installation of the gas generator or part thereof which is the subject of any claim under these Warranty Conditions is the responsibility of the Buyer.

6.0 Transportation
All transportation, customs, tax, insurance and other charges involved in returning a defective-gas generator or part thereof to The Company for rework under these Warranty Conditions or, after such rework has been carried out, in returning the gas generator or part thereof to the Buyer, are for the Buyer's account.

7.0 Site of Rectification
Any work carried out by the Company under these Warranty Conditions shall be performed at the Company’s Wellbank Facility in Scotland, unless otherwise agreed. If it is agreed between the Company and the Buyer that it would be expedient to carry out rectification work under these Warranty Conditions at the Buyer's site, the Buyer shall pay the Company for all reasonable travel and living expenses required in connection with the attendance of the Company’s personnel at the Buyer's site. The Buyer shall also bear the cost of shipping any replacement material required from the Company’s Wellbank Facility together with any other costs that may be incurred by the Company that would not otherwise have been incurred had the work been carried out at the Company’s Wellbank Facility.

8.0 Duration of Warranty
8.1  Claims under these Warranty Conditions shall only be considered by the Company in respect of defects which become apparent and are notified by the Buyer in writing to the Company before the expiry of the following:-

a) Gas Generators and Modules
(i) 12 Months from installation; or
(ii)   18 months from delivery; or
(iii)  36 months in the Company approved storage conditions subject to a 6 monthly check by the Company personnel which is chargeable; or
(iv)  500 Cycles or Running Time of Avon exceeds 1,000 hours at Peak Rating; or
(v)    8,000 hours at Base Rating;
whichever of the above limitations (calendar time, cycle, running time) occurs first.

Note1 - a cycle is defined as a gas generator start from rest and acceleration to operating power. Note2 - in an Avon mixed rating application the Base Rated hours above are reduced by the actual Peak hours run multiplied by a factor of five.

b) Components (Repair of Spares)
(i) 12 months from installation; or
(ii)   36 months from delivery, subject to components being stored in suitable storage facilities in accordance with OEM criteria; or
(iii) Running Time of Components exceeds 1,000 hours at Peak Rating; or
(iv) 8,000 hours at Base Rating;

whichever of the above limitations (calendar time, running time) occurs first.

c)     If the Company replaces or renews any part then these Warranty Conditions shall apply to the part so replaced or renewed provided however the foregoing shall not serve to extend any warranty beyond 24 months from completion of the original repair and overhaul.
9.0 Use of Equipment
The obligations of Score Energy under these Warranty Conditions shall not be applicable in the event that:

1. (i) the gas generator, its accessories or any part thereof has suffered any misapplication, mis-use, accident, abuse or negligence or has been installed, operated, maintained, stored or packed for transportation other than in full accordance with the original equipment manufacturer recommendations; or
2. (ii) Score Energy does not commission or oversee the commissioning of the Rolls-Royce Avon

10.0        Right of the Company to Inspect Defects
The rights of the Buyer under these Warranty Conditions, unless otherwise agreed in writing by the Company, shall not apply in the event that a generator, or any accessory or part thereof, being the subject of a warranty claim, is dismantled or removed from the gas generator other than by the Company or its nominee.

 11.0       Obligations and Special Conditions 
The obligation of the Company under these Warranty Conditions shall be conditional upon the Buyer keeping records of the gas generator’s operation and maintenance and the gas generator and part(s) times adequate to support any claims hereunder.  All such records shall be open to inspection by the Company.

Title: GENERAL TERMS AND CONDITIONS OF SALE - MIDAS Meter® Terms and Conditions of Sale/Hire
Revision: 8
Effective Date: 21 October 2022

1. DEFINITIONS AND INTERPRETATION
1.1 In these conditions, the following words shall have the following meanings:-
"Day" means a calendar day.
"Buyer" means Company, partnership, business or individual which purchases or hires the Goods and/or Training from Company.
"Candidate" the person or persons who are to participate in the Training.
"Certificate" the documentation which is issued to the Candidate by Company acknowledging the successful completion of the Training.
"Company" means the subsidiary of Score Group Limited. providing the Goods and/or Training. For the purposes of clarity, this includes but is not limited to Score (Europe) Limited, Score Danmark A/S, Score A/S and Score Diagnostics Limited.
"Company Group" means any subsidiary or associated company of Score Group Limited, a company registered in Scotland under number 172439.
"Conditions" means the General Terms and Conditions of Sale/Hire set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between Company and Buyer.
"Contract" means any contract between Company and Buyer for the hire or sale and purchase of the Goods and/or Training, incorporating these Conditions.

"Data Protection
Legislation" from the date it comes into force in the UK the General Data Protection Regulation (EU) 20016/670 (as applicable) and the Privacy and Electronic Communications (EC Directive) Regulations and any national implementing laws, regulation and secondary legislation in the UK.

"Data Controller"the Party that transfers Personal Data to the other Party.

"Data Processor" the Party that receives Personal Data from the other Party
"Delivery Point" means the place where delivery of the Goods is to take place under condition 4.
"Goods" means the goods or services or any part thereof to be sold or provided to Buyer by Company as described in the Contract.
"Intellectual patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, Property Rights" goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of,
confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Price" means the price for the Goods as stated in Company’s quotation as accepted by Buyer’s order.
"Training" means any training provided to a Candidate by Company whether at Company’s or Buyer’s premises.

"Personal Data", "Controller", "Processor", "Data Subject" And "Processing" "Third Country" and "International Organisation" have the same meaning as in the Data Protection Legislation.

1.2 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-acted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.3 Clause headings are for ease of reference only and shall not affect the construction or interpretation of any clause.

1.4 Words importing the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

1.5 Any phrase introduced by the terms "including, include, in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.6 A reference to "writing" or "written" includes faxes and emails.

2. APPLICATION OF TERMS
2.1 Unless otherwise agreed in writing by Company, these conditions are the only conditions upon which Company is prepared to sell or hire the Goods and/or Training to Buyer. These Conditions shall constitute the entire agreement between Company and Buyer and shall supersede all prior negotiations, statements, representations, promises, assurance, warranties, understandings or agreements relating to the Contract whether written or oral. These Conditions shall govern the Contract to the entire exclusion of all other terms or conditions to the fullest extent permitted by law (including Buyer’s terms and conditions or those implied by trade, custom, practice or course of dealing).

2.2 No terms or conditions endorsed on, delivered with or contained in Buyer’s order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract. Any such terms will have no effect unless specifically acknowledged in writing by Company.

2.3 Each order or acceptance of a quotation for Goods and/or Training by Buyer from Company shall be deemed to be an offer by Buyer to purchase or hire the Goods and/or Training subject to these Conditions.

2.4 Any quotation is given on the basis that no contract shall come into existence until Company despatches an acknowledgement of order to Buyer. Any quotation is valid for a period of thirty (30) days only from its date, provided Company has not previously withdrawn it.

2.5 These Conditions apply to all Company’s sales and any variation to these Conditions and any representation about the Goods and/or Training shall have no effect unless expressly agreed in writing and signed by an authorised representative of Company.

2.6 Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Company which is not set out in the Contract. Nothing in this condition shall exclude or limit Company’s liability for fraudulent misrepresentation.

3. DESCRIPTION
3.1 The equipment package comprises the following:
MIDAS Meter® Handset, Hazardous Area Certified
Smartphone, Hazardous Area Certified
Calibration Certificate
Utility Belt
2 off Wave Guides
Acoustic Couplant
Rugged Shipped and Storage Flight case
1 Year Software Operating Agreement

MIDAS Meter® Software Application (For all survey data management, including leak surveys, leakage calculation, maintenance guidance, Risk Based Inspection (RBI) planning and scheduling, historical survey data storage, leakage analysis, reporting, trending and results graphing).

3.2 All drawings, particulars of weights and dimensions, specifications and advertising issued by Company and any descriptions or illustrations contained in Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract and this is not a sale by sample.

4. DELIVERY OF GOODS
4.1 Delivery is in accordance with the Contract terms by any method convenient to Company and Buyer will be charged accordingly.

4.2 Buyer shall take delivery of the Goods within 7 days of Company giving it notice that the Goods are ready for delivery. Where the delivery of Goods includes the provision of services, the services will be delivered on the date specified on Company’s acknowledgement of Buyer’s order.

4.3 Delivery times specified by Company in its quotation are intended to be business estimates only and Company is not liable to Buyer for any failure to comply with such delivery times.

4.4 Subject to the other provisions of these Conditions Company will not be held liable for any direct, indirect or consequential loss, or any costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Company’s negligence), nor shall any delay entitle Buyer to terminate or rescind the Contract unless the delay exceeds 90 days.

4.5 If Company is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer (including but not limited to failure to provide specifications or such other information as Company reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery period and the Contract Price shall both be adjusted accordingly.

4.6 If for any reason Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Company is unable to deliver the Goods on time because Buyer has not provided appropriate instructions, documents, licences or authorisations:
4.6.1 risk in the Goods shall pass to Buyer;
4.6.2 the Goods shall be deemed to have been delivered; and
4.6.3 Company may store the Goods for Buyer and Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.7 Buyer shall provide at the Delivery Point, at Buyer’s expense, adequate and appropriate equipment and manual labour for unloading the Goods should this prove necessary.

4.8 Company is not bound to deliver the Goods in one lot, shipment or consignment and Buyer shall accept split deliveries or delivery by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle Buyer to repudiate or cancel any other Contract or instalment.

5. NON-DELIVERY
5.1 The quantity of any consignment of Goods as recorded by Company upon despatch from Company’s place of business shall be conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

5.2 Company shall not be liable for any non-delivery of Goods (even if caused by Company's negligence) unless written notice is given to Company within 5 days of the date when the Goods would, in the ordinary course of events, have been received.

5.3 Any liability of Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE
6.1 The Goods are at the risk of Buyer from the time of delivery or within 7 days of receiving notice that the Goods are ready for delivery, whichever is the earlier.

6.2 Ownership of the Goods shall not pass to Buyer until Company has received in full (in cash or cleared funds) all sums due to it in respect of:
11.2.1 the Goods; and
11.2.2 all other sums which are or which become due to Company from Buyer on any account.

6.3 Until ownership of the Goods passes to Buyer, Buyer shall:
6.3.1 store the Goods (at no cost to Company) separately from all other goods of Buyer or any third party in such a way that they remain readily identifiable as Company’s property;
6.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.3.3 maintain the Goods in satisfactory condition and keep them insured on Company’s behalf for their full price against all risks to the reasonable satisfaction of Company. On request, Buyer shall produce the policy of insurance to Company.

6.4 Should Buyer have no further requirement for the equipment, Buyer may not resell the equipment to any third party. In such event, Company shall purchase the equipment from Buyer at an agreed price which shall reflect the period of usage by Buyer.

6.5 Buyer’s right of possession of the Goods shall terminate immediately if:
6.5.1 Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or 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 as a receiver and/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 Buyer or notice of intention to appoint an administrator is given by Buyer or its directors or by a qualifying floating charge holder, or a resolution is passed, or a petition presented to any court for the winding-up of Buyer or for the granting of an administration order in respect of Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of Buyer;
6.5.2 Buyer suffers any diligence or execution to be levied, on his/its property or fails to observe or perform any of his/its obligations under the Contract or any other contract between Company and Buyer, or is unable to pay its debts within the meaning of section 123 of the insolvency Act 1986 or Buyer ceases to trade; or
6.5.3 Buyer encumbers or in any way charges any of the Goods.

6.6 Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Company.

6.7 Buyer grants Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are being stored in order to inspect them, or, where Buyer’s rights to possession has terminated, to recover them.

7. INSPECTION, TESTING AND CALIBRATION
7.1 Goods will be inspected by Company and, where practicable, submitted to Company’s standard tests before despatch. Any additional tests or inspection (including inspection by Buyer or its representative, or tests in the presence of Buyer or its representative and/or calibration) or the supply of test certificates and/or detailed test results shall be subject to Company’s prior written agreement and Company reserves the right to charge therefor.

7.2 If Buyer or its representative fails to attend such inspection, tests or calibration after 7 days’ notice that the Goods are ready therefore, the inspection, tests and/or calibration will proceed and will be deemed to have been made in the presence of Buyer or its representative and Company’s statement that the Goods have passed such inspection, testing and/or calibration shall be conclusive.

7.3 Calibration of the equipment remains valid for a period of 12 months. The equipment is supplied with a full 12 months’ valid period of calibration and thereafter it is the responsibility of Buyer to ensure that the equipment is re-calibrated by Company or a Company approved facility. Company will not accept responsibility for any issues arising from the use of equipment whose calibration has expired.

8. USE
8.1 The equipment may only be used by Buyer exclusively for the purpose of performing tests and services on products supplied, manufactured or owned by them.

8.2 Buyer may not either by itself or with the assistance of others reverse assemble, reverse engineer, create derivative or merged works, or perform any other activity which would result in developing or modifying the equipment for the benefit of Buyer or any third party. Buyer hereby accepts that this Contract is made for the purpose of granting Buyer the right to utilise the functions of the equipment only.

8.3 As certifications are country specific, the certification required by Buyer to accompany the equipment must be expressly stated on the order. Buyer will not be authorised to use the equipment in any country where certification has not been obtained from Company.

9 SOFTWARE AND LICENCING
In addition to the initial purchase cost of the equipment, Buyer agrees to pay to Company an annual licence fee as specified on the initial quotation for the equipment. This fee shall cover the following:
Annual sensitivity check of hand-held unit (Requires user to ship Midas Meter® to Score Service Centre)
Software Maintenance Agreement (Provides updates to PDA Application and PC Based Communicator™ Application, for data collection, storage and reporting).
The fee will include the provision of such certification necessary to allow continued conformity with applicable legislation.

10 EQUIPMENT DISPOSAL
In the event of the equipment becoming redundant or damaged beyond repair, Buyer shall return the equipment to Company for disposal. The equipment may not be disposed of via any other third party.

11. SPECIFIC CONDITIONS OF HIRE
11.1 The equipment may be hired on its own provided that the Buyer has appropriately trained technicians. The equipment may also be hired inclusive of the provision of a trained technician. In this instance, the hire charge shall not include travel or accommodation which is chargeable separately at documented cost.

11.2 Where the equipment is being hired with a technician, the basic valve leakage data will be provided. Where the equipment is being hired for use by the Buyer’s own personnel, the charge includes the software licence to enable the data to be uploaded and reported on via a Company secure server. Detailed analysis of such data is charged in addition in accordance with the initial quotation.

11.3 The Buyer shall carry sufficient insurance to cover the cost of replacement at the purchase price current at that time in the event of loss or damage.

11.4 Under no circumstances will Buyer re-hire the equipment to any third party.

12. SPECIFIC CONDITIONS OF TRAINING

12.1. Training will take place on a date and location specified on Company’s acknowledgement.

12.2. On the successful completion of the Training the Candidate will be presented with a Certificate.

12.3. The Certificate will be given to the Candidate in electronic or hard copy unless otherwise requested in advance.

12.4. The issuing of the Certificate to the Candidate by Company signifies only the successful completion of the Training.

12.5. By issuing a Certificate to any Candidate Company in no way provides any warranty or guarantee that any Candidate is fit, qualified or competent to perform or supervise the performance of any task or carry out any task, procedure or process relevant to the content of the Training. The Certificate only signifies that the Candidate attended the Training.

12.6. Company accepts no liability for any loss or damage which arises as a result of the actions or omissions of any Candidate prior to or following completion of the Training.

12.7. All Training materials are the exclusive property of Company. Buyer acknowledges and accepts that information contained in any statements made, or any documents provided, by Company are confidential and the content is protected by copyright laws. Buyer will not divulge, reproduce, redistribute or commercially exploit the content of the Training or use it for any other purpose (including, but not limited to, using the Training materials to deliver courses to third parties or other members of Buyer group) other than fulfilment of obligations under this Contract without the express consent of Company.

12.8. If for any reason Buyer wishes to cancel the Training it must provide Company with at least seven (7) Days’ notice. Failure by Buyer to provide Company with the required notice will result in Buyer being invoiced for 100% of the Price of the Training. Notwithstanding the above, Buyer remains responsible at all time for all non-refundable costs which include, but are not limited to, hotel costs and travel expenses.

13. PRICE AND PAYMENT
13.1 Payment shall be made in accordance with Company’s Pro-Forma invoice, unless otherwise agreed in the Contract. All sums are to be paid in the currency as specified on the invoice.

13.2 The Price for the Goods and/or Training shall be exclusive of any value added tax, export, import, excise duties and any other taxes or duties. All such taxes or duties shall be payable by Buyer.

13.3 Company may invoice on or any time after delivery, or if Buyer wrongfully fails to take delivery or otherwise suspends or delays delivery, Company is entitled to invoice from the date the Goods and/or Training were tendered for delivery.

13.3 If Buyer fails to make timely payment of any sum due, Company may suspend the delivery of Goods and/or Training until full payment is made. If such failure to make payment continues for more than one month, Company may without prejudice to any other contractual rights, terminate this Contract and dispose of the any Goods appropriate to the Contract.

13.4 No payment will be deemed to have been received until Company has received cleared funds.

13.5 If Buyer fails to pay Company any sum due pursuant to the Contract, the matter will be passed to Company’s lawyers to commence legal proceedings to recoup any amounts owed under the Contract.

13.6 All payments payable to Company under the Contract shall become due immediately on its termination despite any other provisions.

13.7 The price payable for Goods and/or Training shall be as per the quotation provided to Buyer by Company.

14. WARRANTY
14.1 Company warrants that:-
14.1.1 Goods supplied by Company will be free from defects in materials or workmanship under normal use and care and services will be performed by trained personnel using proper equipment and instrumentation for the particular service provided. The foregoing warranties will apply until the expiration of the warranty period which is 12 months from the date of delivery;
14.1.2 if any of the Goods do not conform to this warranty Company will at its option either repair or replace non-conforming Goods or take back the non-conforming Goods and refund the appropriate part of the purchase Price.

14.2 The warranty contained in clause 14.1 is conditional upon:-
14.2.1 Buyer giving written notice to Company within 14 days of the time when Buyer discovers or ought to have discovered the alleged non-conformity in the Goods;
14.2.2 Buyer giving Company reasonable access to inspect the Goods and, if requested by Company, returning the alleged non-conforming Goods to Company’s premises, carriage paid, for inspection;
14.2.3 the Goods having been properly stored, maintained, handled and installed in accordance with good industrial practises and Company’s recommended procedures; and
14.2.4 Buyer having paid for the Goods in full.

14.3 Company accepts no liability in respect of:
14.3.1 any modification or alteration required to the Goods made necessary by any legislation, regulation or requirements of any authority after the order has been placed;
14.3.2 any repair or replacement required to any Goods where any identification, serial or batch number has been altered, defaced or removed, or if any unauthorised work has been carried out by others; and
14.3.3 faults caused by accident, neglect, misuse or normal wear and tear.

14.4 Notwithstanding the above, in instances where the sale of Goods includes the provision of a site survey, Company’s only obligation is to provide the Buyer with the leak rate of the product tested, no warranty is given as to the accuracy of such results. Company excludes any and all liability, to the fullest extent permitted by law, for any acts or omissions of Buyer upon receiving such results.

14.5 This warranty is given in lieu of all warranties and conditions whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) which are hereby excluded to the fullest extent permitted by law.

15. INDEMNITY and LIMITATION OF LIABILITY
15.1 Each party (Indemnifying Party) shall be responsible for and shall save, indemnify, defend and hold harmless the other party (Indemnified Party) from and against all claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of:

(a)Loss of or damage to property of the Indemnifying Party whether owned, hired, leased or otherwise provided by the Indemnifying Party arising from, relating to or in connection with the performance or non-performance of the Contract; and
(b)Personal injury including death or disease to any person employed by the Indemnifying Party arising from, relating to or in connection with the performance or non-performance of the Contract; and
(c)Personal injury including death or disease or loss of or damage to the property of any third party to the extent that any such injury, loss or damage is caused by any negligent act or omission, or wilful misconduct or breach of duty (whether statutory or otherwise) of the Indemnifying Party. For the purposes of this clause ‘third party’ shall mean any party which is not a member of the Buyer or Company.

Neither party excludes or limits its liability to the other party for death or personal injury caused by any negligent act or omission, or wilful misconduct or breach of duty of such party.

15.2 Company shall, in no circumstances, be liable to Buyer in respect of any of the following losses or damage (whether such losses or damages were foreseen, foreseeable, known or otherwise):
15.2.1 indirect or consequential loss or damage;
15.2.2 loss of business profits, salary, business revenue, goodwill, or anticipated savings; or
15.2.3 loss which could have been avoided by Buyer through reasonable conduct.

15.3 Notwithstanding any provision within these Conditions to the contrary, Company’s maximum aggregate liability arising from, relating to or in connection with the performance or non-performance of the Contract shall not exceed 100% of the Price of the Contract which give rise to such liability. Buyer shall indemnify, defend and hold Company harmless from and against all claims, losses, damages, costs (including legal costs), expenses and liabilities which exceed this value.

16. GENERAL
16.1 Company may terminate the Contract with immediate written notice if Buyer fails to pay the Price in accordance with condition 13.4.
16.2 Buyer may terminate or suspend its order for all or part of the Goods covered by the Contract only upon Company’s written consent.
16.3 In the event of cancellation of the Contract by Buyer, Buyer will be liable for all costs incurred by the seller up to the time of cancellation or a variable charge based on the full value of the Contract dependent upon the time elapsed after placement of the Order whichever be the greater. The variable charges are defined as follows:

2 weeks 25%
3-4 weeks 30%
5-6 weeks 50%
7-8 weeks 75%
9 weeks or more 100%

17. ASSIGNATION
17.1 Company may at any time assign the Contract or any of its rights or obligations under it to and subsidiary within Company Group.

17.2 Buyer shall not, and shall not purport to assign or otherwise transfer the Contract or any rights or obligations under it without Company’s prior written consent. Any such consent shall not excuse Buyer from performance of any obligations on its part to be performed.

18. SEVERABILITY
If and in so far as any part or provision of these Conditions is or becomes void or unenforceable it shall be deemed not to be or never to have been or formed a part of the Contract and the remaining provisions of the Contract shall continue in full force and effect.

19. FORCE MAJEURE
19.1 The Contract shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage, governmental decisions or actions including but not limited to prohibition of exports or the failure to grant or revocation of applicable export licenses, or labour trouble, strike, lockout or injunction.

19.2 If either party is delayed or prevented from performance of its obligations by reason of this clause for more than one hundred and eighty (180) consecutive days, either party may terminate the then unperformed element of the Contract by notice in writing given to the other party, without liability provided that Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all Goods delivered as at the date of termination. Company may deliver by instalments and if so each delivery shall constitute a separate Contract and failure by Company to delivery any one or more of the instalments in accordance with their terms shall not entitle Buyer to terminate the whole of the Contract or treat it as repudiated.

20. VARIATION
Any variation to the Contract shall only be effective if in writing and signed by authorised representatives of both parties.

21. WAIVER
No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.

22. THIRD PARTY RIGHTS
Save to the extent expressly set out in the Contract, the Contract is not intended nor shall it create any rights, entitlement, claims or benefits enforceable by any person that is not a party to it and the rights set out in the Contract (third Party Rights) (Scotland) Act 2017 shall not apply.

23. NOTICES
Notices may be served by letter, telex, fax or e-mail and are deemed served the next working day after despatch.

24 COMPLIANCE
In connection with this Contract, Buyer shall not pay or give, offer to pay or give, promise to pay or give, or authorise the payment or giving of any money, fee, commission, remuneration or other thing of value to or for the benefit of any person, including Government Officials, in order to influence an act or decision of any person or Government Official, or cause any person or Government Official to act or fail to act in violation of his lawful duty, or cause any person or Government Official to influence an act or decision of the government, for the purpose of securing an improper advantage, or in violation of any applicable law, decree, ordinance, rule, regulation or order, including without limitation the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act and any other anti-corruption laws, applicable to either Party, its Affiliates, its directors, officers, employees, consultants or agents. Buyer shall inform Company immediately if there has been any request or demand for any unwarranted financial or other type of gain that has been received by Buyer in connection with this Contract. In the event of a violation of this clause 24, Company shall have the right to terminate this Contract immediately upon written notice to Buyer. This termination right is without prejudice to other remedies which Company may have under this Contract or its governing law.

25 DATA PROTECTION
25.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 25 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.

25.2 The Data Controller will ensure that all required consents and notices are in place to enable the lawful transfer of Personal Data to the Data Processor for the duration and purposes of the Contract.

25.3 Without prejudice to the generality of this clause, the Data Processor shall, perform its Data Processing obligation under these conditions by processing Personal Data only on the written instructions of the Data Controller unless otherwise required by the laws of any member of the European Union or by the laws of the European Union applicable to the processing of Personal Data (Applicable Laws). When relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit The Data Processor from so notifying the Data Controller.

25.4 Taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of Data Processing as well as the risk of carrying likelihood and severity for the rights and freedoms of natural persons, the Data Processor shall have in place appropriate technical and organisational measures to ensure a level of security appropriate to that risk.

25.5 The Data Processor shall take all reasonable steps to ensure that access to Personal Data is strictly limited to those individuals who need to know/access it for the purposes of the contract. All personnel who have access to and/or process the Personal Data shall be subject to confidentiality undertakings.

25.6 The Data Processor shall not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled:

a.the Data Processor has provided appropriate safeguards in relation to the transfer;

b.the Data Subject has enforceable rights and effective legal remedies;

c.the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

d.the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data;

25.7 The Data Processor shall not appoint any third party processor of Personal Data under this agreement except with the prior written consent of the Data Controller and subject to the follow provisions:

a.The Data Processor shall carry out adequate due diligence to ensure that the Sub processor is capable of providing the level of protection required by these terms; and

b.The agreement between the third party processor and the Data Processor shall governed by a written contract including terms which offer at least the same level of protection as those set out in these terms; and

c.The Data Processor shall remain fully liable for all acts and omissions of any third party processor appointed by it pursuant to this clause.

For the purposes of this clause ‘third party processor’ shall mean any party which is not a member of the Company or Buyer.

25.8 The Data Processor shall assist the Data Controller, at no cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators

25.9 Data Processor shall maintain complete and accurate records and information to demonstrate its compliance with this Clause 23. The Supplier shall allow for audits by the Company or the Company’s designated auditor.

25.10 Data Processor shall notify the Data Controller without undue delay on becoming aware of a Personal Data breach

25.11 Each Party (Indemnifying Party) shall be responsible for and shall save, defend and hold harmless the other party (Indemnified Party) from and against all claims, losses, damages, costs (including legal costs) expenses, liabilities, fines, penalties, and sanctions in respect of:
a.Any breach of the Indemnifying Party’s obligations under these conditions or Data Protection Legislation; or
b.Any act or omission relating to the use of Personal Data which is contrary to the instructions of the relevant Data Controller.

25.12 Data Processor shall at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of the agreement unless required by Applicable Law to store the Personal Data.

25.13 The Company may, at any time on not less than 30 days’ notice, revise this Clause 23 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement)

26. GOVERNING LAW
The construction, validity and performance of this Contract shall be governed by and construed in accordance with Scots law and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.

THIS DOCUMENT IS SUBJECT TO CHANGE WITHOUT FORMAL NOTICE.

itle: GENERAL TERMS AND CONDITIONS OF SALE – KITE International Limited
Revision: 01
Effective Date: 23rd May 2018

1. DEFINITIONS AND INTERPRETATION

1.1 In these conditions, the following words shall have the following meanings:-
“Business Day” means any day from Monday to Friday on which the Company is open for business.

“Buyer” means the company, partnership, business or individual who/which purchases the Goods from the Company.

“Company” means KITE International Limited registered in England under number 368483.

“Conditions” means the General Terms and Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Buyer.

“Contract” means any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions.

“Data Protection Legislation ” from the date it comes into force in the UK the General Data Protection Regulation (EU) 20016/670 (as applicable) and the Privacy and Electronic Communications (EC Directive) Regulations and any national implementing laws, regulation and secondary legislation in the UK.

“Data Controller” the Party that transfers Personal Data to the other Party.

“Data Processor” the Party that receives Personal Data from the other Party.

“Delivery Point” means the place where delivery of the Goods is to take place under condition 4.

“Goods” means the goods or services or any part thereof to be sold or provided to the Buyer by the Company as described in the Contract.

“Price” means the price for the Goods as stated in the Company’s quotation as accepted by the Buyer’s purchase order.

“Personal Data”, “Controller”, “Processor”, “Data Subject” And “Processing” “Third Country” and “International Organisation” have the same meaning as in the Data Protection Legislation;

1.2 Clause heading are for ease of reference only and shall not affect the construction or interpretation of any clause.

1.3 Words importing the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

2. APPLICATION OF TERMS

2.1 Unless otherwise agreed in writing by the Company, these conditions are the only conditions upon which the Company is prepared to supply the Goods to the Buyer. These Conditions shall constitute the whole agreement between the Company and the Buyer and shall govern the Contract to the entire exclusion of all other terms or conditions (including the Buyer’s terms and conditions or those implied by trade, custom or practice unless expressly agreed in writing by both parties).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract unless expressly agreed in writing by both parties.

2.3 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase the Goods subject to these Conditions.

2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of the order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
Any quotation is given on the basis that no contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of Thirty (30) days only from its date, provided the Company has not previously withdrawn it.

2.5 These Conditions apply to all the Company’s sales and any variation to these Conditions and any representation about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company.

2.6 The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.

3. DESCRIPTION

3.1 The quantity and description of the Goods shall be as set out in the Company’s quotation as agreed by the Buyer’s purchase order.

3.2 All drawings, particulars of weights and dimensions, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract and this is not a sale by sample.

4. DELIVERY

4.1 Delivery is in accordance with the Contract terms by any method convenient to the Company and the Buyer will be charged accordingly.

4.2 The Buyer shall take delivery of the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery.

4.3 Delivery times specified by the Company in its quotation are intended to be business estimates only and the Company is not liable to the Buyer for any failure to comply with such delivery times.

4.4 Upon delivery, Buyer shall have 7 days to inspect the Goods. If the Company is not informed of any defect in such Goods within this 7 day period, the Goods will be deemed to have been accepted by the Buyer.

4.5 Subject to the other provisions of these Conditions the Company will not be held liable for any direct, indirect or consequential loss, or any costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless the delay exceeds 90 days.

4.6 If Company is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer (including but not limited to failure to provide specifications or such other information as Company reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery period and the Contract Price shall both be adjusted accordingly.

4.7 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

4.7.1 risk in the Goods shall pass to the Buyer;

4.7.2 the Goods shall be deemed to have been delivered; and

4.7.3 the Company may store the Goods for the Buyer and the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.8 Delivery terms shall be EXW (Incoterms 2000) at the place specified in the quotation. If terms other than EXW are agreed which involve shipment to a location nominated by the Buyer, the Buyer shall provide at the Delivery Point, at the Buyer’s expense, adequate and appropriate equipment and manual labour for unloading the Goods.

4.9 The Company is not bound to deliver the Goods in one lot, shipment or consignment and the Buyer shall accept split deliveries or delivery by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.10 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

5. NON-DELIVERY

5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless written notice is given to the Company within 5 days of the date when the Goods would, in the ordinary course of events, have been received.

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. INSPECTION, TESTING AND CALIBRATION

6.1 Goods will be inspected by Company and, where practicable, submitted to Company’s standard tests before despatch. Any additional tests or inspection (including inspection by Buyer or its representative, or tests in the presence of Buyer or its representative and/or calibration) or the supply of test certificates and/or detailed test results shall be subject to Company’s prior written agreement and the Company reserves the right to charge accordingly.

6.2 If the Buyer or its representative fails to attend such inspection, tests or calibration after 7 days notice that the Goods are ready therefore, the inspection, tests and/or calibration will proceed and will be deemed to have been made in the presence of Buyer or its representative and the Company’s statement that the Goods have passed such inspection, testing and/or calibration shall be conclusive.

7. RISK/TITLE

7.1 The Goods are at the risk of the Buyer from the time of delivery or within 7 days of receiving notice that the Goods are ready for delivery, whichever is the earlier.

7.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

7.2.1 the Goods; and

7.2.2 all other sums which are or which become due to the Company from the Buyer on any account.

7.3 Until ownership of the Goods passes to the Buyer, the Buyer shall:

7.3.1 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;

7.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

7.3.3 maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request, the Buyer shall produce the policy of insurance to the Company.

7.4 The Buyer can only resell the Goods before ownership has passed to it solely on the following conditions:

7.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and

7.4.2 any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal in making such a sale.

7.5 The Buyer’s right of possession of the Goods shall terminate immediately if:

7.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or 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 as a receiver and/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 Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder, or a resolution is passed, or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer;

7.5.2 the Buyer suffers any diligence or execution to be levied, on his/its property or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

7.5.3 the Buyer encumbers or in any way charges any of the Goods.

7.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

7.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are being stored in order to inspect them, or, where the Buyer’s rights to possession has terminated, to recover them.

8. PRICE AND PAYMENT

8.1 Unless otherwise agreed in the Contract, the Price shall be payable in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded) within 30 days of the Company’s invoice date, without further notice from the Company. All sums are to be paid in the currency as specified on the invoice.

8.2 The Price for the Goods shall be exclusive of any value added tax, export, import, excise duties and any other taxes or duties. All such taxes or duties shall be payable by the Buyer.

8.3 The Company may invoice on or any time after delivery, or if the Buyer wrongfully fails to take delivery or otherwise suspends or delays delivery, the Company is entitled to invoice from the date the Goods were tendered for delivery.

8.4 If the Buyer fails to make timely payment of any sum due, the Company may suspend the delivery of Goods until full payment is made. If such failure to make payment continues for more than one month, the Company may without prejudice to any other contractual rights, terminate this Contract and dispose of the any Goods appropriate to the Contract.

8.5 No payment will be deemed to have been received until the Company has received cleared funds.

8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the matter will be passed to the Company’s lawyers to commence legal proceedings to recoup any amounts owed under the Contract.

8.7 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provisions.

9. WARRANTY

9.1 The Company warrants that:-

9.1.1 Goods supplied by the Company will be free from defects in materials or workmanship under normal use and care and services will be performed by trained personnel using proper equipment and instrumentation for the particular service provided.

9.1.2 Where the Warranty applies to a Gas Generator, warranty terms are as specified in Appendix 1 to this document.

9.1.3 In the case of all other parts or services supplied, the warranty period shall be 12 months from the date of initial installation or 18 months from the date of notification of delivery by the Company whichever occurs earliest unless otherwise specified on the quotation;

9.1.4 if any of the Goods do not conform to this warranty the Company will at its option either repair or replace non-conforming Goods or take back the non-conforming Goods and refund the appropriate part of the purchase Price.

9.1.5 Should the warranty period given by the original manufacturer be less than that stated in 9.1.1, then company reserves the right to reduce the warranty period to that given by the manufacturer unless otherwise agreed.

9.2 The warranty contained in clause 9.1 is conditional upon:-

9.2.1 the Buyer giving written notice to the Company within 14 days of the time when the Buyer discovers or ought to have discovered the alleged non-conformity in the Goods;

9.2.2 the Buyer giving the Company reasonable access to inspect the Goods and, if requested by the Company, returning the alleged non-conforming Goods to the Company’s premises, carriage paid, for inspection;

9.2.3 the Goods having been properly stored, maintained, handled and installed in accordance with good industrial practises and the Company’s recommended procedures; and

9.2.4 the Buyer having paid for the Goods in full.

9.3 The Company accepts no liability in respect of:

9.3.1 any modification or alteration required to the Goods made necessary by any legislation, regulation or requirements of any authority after the purchase order has been placed;

9.3.2 any repair or replacement required to any Goods where any identification, serial or batch number has been altered, defaced or removed, or if any unauthorised work has been carried out by others; and

9.3.3 faults caused by accident, neglect, misuse or normal wear and tear.

9.4 This warranty is given in lieu of all warranties and conditions whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) which are hereby excluded to the fullest extent permitted by law.

10. LIMITATION OF LIABILITY

10.1 Neither party excludes or limits its liability to the other party for death or personal injury caused by any negligent act or omission, or wilful misconduct or breach of duty of such party.

10.2 The Company shall, in no circumstances, be liable to the Buyer in respect of any of the following losses or damage (whether such losses or damages were foreseen, foreseeable, known or otherwise):

10.2.1 indirect or consequential loss or damage;

10.2.2 loss of business profits, salary, business revenue, goodwill, or anticipated savings; or

10.2.3 loss which could have been avoided by the Buyer through reasonable conduct.

10.3 In the event that, notwithstanding any of these Conditions, the Company is found liable to the Buyer, such liability for actual damages for any cause whatsoever shall be limited to the Price paid by the Buyer to the Company in relation to provision of the Goods.

11. GENERAL

11.1 The Company may terminate the Contract with immediate written notice if the Buyer fails to pay the Price in accordance with condition 8.4.

11.2 The Buyer may terminate or suspend its order for all or part of the Goods covered by the Contract only upon the Company’s written consent.

11.3 In the event of cancellation of the Contract by the Buyer, the Buyer will be liable for all costs incurred by the seller up to the time of cancellation or a variable charge based on the full value of the Contract dependent upon the time elapsed after placement of the Order whichever be the greater. The variable charges are defined as follows:
2 weeks 25%
3-4 weeks 30%
5-6 weeks 50%
7-8 weeks 75%
9 weeks or more 100%

12. ASSIGNATION

12.1 The Company may at any time assign the Contract or any of its rights or obligations under it.

12.2 The Buyer shall not, and shall not purport to assign or otherwise transfer the Contract or any rights or obligations under it without the Company’s prior written consent. Any such consent shall not excuse the Buyer from performance of any obligations on its part to be performed.

13. SEVERABILITY

If and in so far as any part or provision of these Conditions is or becomes void or unenforceable it shall be deemed not to be or never to have been or formed a part of the Contract and the remaining provisions of the Contract shall continue in full force and effect.

14. FORCE MAJEURE

14.1 The Contract shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage, governmental decisions or actions including but not limited to prohibition of exports or the failure to grant or revocation of applicable export licenses, or labour trouble, strike, lockout or injunction.

14.2 If either party is delayed or prevented from performance of its obligations by reason of this clause for more than 180 consecutive calendar days, either party may terminate the then unperformed element of the Contract by notice in writing given to the other party, without liability provided that the Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all Goods delivered as at the date of termination. Company may deliver by instalments and if so each delivery shall constitute a separate Contract and failure by the Company to delivery any one or more of the instalments in accordance with their terms shall not entitle the Buyer to terminate the whole of the Contract or treat it as repudiated.

15. VARIATION

15.1 Any variation to the Contract shall only be effective if in writing and signed by authorised representatives of both parties.

15.2 For Goods that are subjected to a vacuum brazing process, certain elements are susceptible to secondary failures. Should secondary failure of any Goods occur post vacuum braze and during final pressure testing, an amended quotation shall be submitted for approval and acceptance.

16. WAIVER

No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.

17. THIRD PARTY RIGHTS

Save to the extent expressly set out in the Contract, the Contract is not intended nor shall it create any rights, entitlement, claims or benefits enforceable by any person that is not a party to it and the rights set out in the Contracts (Rights of Third Party Parties) Act 1999 shall not apply.

18. BUSINESS ETHICS

The Company is committed to providing the diligence and care required to prevent any action or condition that might result in a breach of, but not limited to, the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act. The Company is actively involved in establishing and implementing policies and procedures as well as training mechanisms to make its personnel aware of the obligations set out in anti-bribery legislation. Personnel are committed to strictly adhere to policies and procedures put in place by the Company to prevent its personnel from giving or receiving: gifts, payments, loans, or any other inducement for any purpose from any firm, corporation, person or other body in performance of the Contract.

19. EXPORT COMPLIANCE

In compliance with the applicable export laws and regulations, Buyer represents and warrants that no re-selling or re-distribution of the Goods supplied under any Contract or order with the Company shall take place to other companies and/or individuals situated within countries which have any current embargoes or sanctions placed over them.

20. NOTICES

Notices may be served by telex or fax and are deemed served the next working day after despatch.

21. DATA PROTECTION

21.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 21 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.

21.2 The Data Controller will ensure that all required consents and notices are in place to enable the lawful transfer of Personal Data to the Data Processor for the duration and purposes of the Contract.

21.3 Without prejudice to the generality of this clause, the Data Processor shall, perform its Data Processing obligation under these conditions by processing Personal Data only on the written instructions of the Data Controller unless otherwise required by the laws of any member of the European Union or by the laws of the European Union applicable to the processing of Personal Data (Applicable Laws). When relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit The Data Processor from so notifying the Data Controller.

21.4 Taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of Data Processing as well as the risk of carrying likelihood and severity for the rights and freedoms of natural persons, the Data Processor shall have in place appropriate technical and organisational measures to ensure a level of security appropriate to that risk.

21.5 The Data Processor shall take all reasonable steps to ensure that access to Personal Data is strictly limited to those individuals who need to know/access it for the purposes of the contract. All personnel who have access to and/or process the Personal Data shall be subject to confidentiality undertakings.

21.6 The Data Processor shall not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled:

a. the Data Processor has provided appropriate safeguards in relation to the transfer;

b. the Data Subject has enforceable rights and effective legal remedies;

c. the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

d. the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data;

21.7 The Data Processor shall not appoint any third party processor of Personal Data under this agreement except with the prior written consent of the Data Controller and subject to the follow provisions:

a. The Data Processor shall carry out adequate due diligence to ensure that the Sub processor is capable of providing the level of protection required by these terms; and

b. The agreement between the third party processor and the Data Processor shall governed by a written contract including terms which offer at least the same level of protection as those set out in these terms; and

c. The Data Processor shall remain fully liable for all acts and omissions of any third party processor appointed by it pursuant to this clause.

For the purposes of this clause ‘third party processor’ shall mean any party which is not a member of the Company or Buyer.

21.8 The Data Processor shall assist the Data Controller, at no cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators

21.9 Data Processor shall maintain complete and accurate records and information to demonstrate its compliance with this Clause 23. The Supplier shall allow for audits by the Company or the Company’s designated auditor.

21.10 Data Processor shall notify the Data Controller without undue delay on becoming aware of a Personal Data breach

21.11 Each Party (Indemnifying Party) shall be responsible for and shall save, defend and hold harmless the other party (Indemnified Party) from and against all claims, losses, damages, costs (including legal costs) expenses, liabilities, fines, penalties, and sanctions in respect of:

a. Any breach of the Indemnifying Party’s obligations under these conditions or Data Protection Legislation; or

b. Any act or omission relating to the use of Personal Data which is contrary to the instructions of the relevant Data Controller.

21.12 Data Processor shall at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of the agreement unless required by Applicable Law to store the Personal Data.

21.13 The Company may, at any time on not less than 30 days’ notice, revise this Clause 23 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement)

22. GOVERNING LAW

The construction, validity and performance of this Contract shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.

THIS DOCUMENT IS SUBJECT TO CHANGE WITHOUT FORMAL NOTICE.

Title: SCORE A/S GENERAL TERMS AND CONDITIONS OF PURCHASE
Revision: 04
Effective Date: 23rd May 2018

1. DEFINITIONS AND INTERPRETATION

1.1    In these conditions:-
“Buyer” means Score A/S registered in Norway under number 967 555 282; or any subsidiary company within the group.
 “Conditions” means the General Terms and Conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Supplier.
“Consequential Loss” means any loss or anticipated loss of profit, loss or anticipated loss of revenue, business interruption, loss of use of any equipment, loss of any contract or other business opportunity and any other loss of a similar nature.
“Goods” means the items to be provided (including any instalment of the items or any part of them and including documentation as detailed in the Supplier Data Requirements List) in accordance with the Purchase Order.
“Purchase Order” means the contract formed by the acceptance of the Purchase Order document and shall incorporate these conditions of purchase as may be amended by special conditions referred to in the Purchase Order document.
 “Supplier” means the person(s), firm or company named in the Purchase Order and engaged by Score for the supply of Goods and/or execution of Services defined in the Purchase Order and includes the Supplier’s legal personal representatives, successors and assignees.
 “Services" means the services, if any, to be supplied by the Supplier in accordance with the Purchase Order.
 “Specification” includes any plans, drawings, standards, data or other information relating to the Goods or Services.

1.2        The Supplier shall be deemed to have accepted the Purchase Order and its Conditions as soon as it commences to perform any of its obligations hereunder.

1.3        These Conditions shall have precedence over any other conditions appearing on any acceptance form or other document emanating from the Supplier which shall have no effect except to the extent that they confirm the Purchase Order or are expressly agreed in writing by the Buyer.

2.       SPECIFICATIONS
2.1        The quantity, quality and description of the Goods and the Services shall, subject as provided in these Conditions, be as specified in the Purchase Order and/or in any applicable Specification supplied by the Buyer to the Supplier or agreed in writing by the Buyer.

2.2       Any Specification supplied by the Buyer to the Supplier, or specifically produced by the Supplier for the Buyer, in connection with the Order, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Supplier shall not disclose to any third party or use any such Specification except to the extent it is or becomes public knowledge through no fault of the Supplier, or as required for the purpose of the Purchase Order.

 
3.       PRICE OF THE GOODS AND SERVICES
3.1        The price of the Goods and the Services shall be stated in the Purchase Order and be based on the quotation supplied by the supplier as a result of the enquiry from the buyer and, unless otherwise stated, shall be:-

1. i) exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a value added tax invoice); and
2. ii) inclusive of all charges for packaging, packing, materials marking, shipping, carriage, insurance and delivery of the Goods to the delivery address and any duties, imposts or levies other than value added tax.

3.2       All prices specified in the Purchase Order shall be fixed and firm and not subject to escalation for the duration of the Purchase Order.

3.4 If it is possible for the Supplier to offer a more environmentally friendly product as an alternative to any of the items for which the Supplier has been asked to quote, the alternative product should be included as a priced option within the quotation.

3.5 Quotations should include N.D.E. details for components that have had welding operations carried out.

4.       TERMS OF PAYMENT
4.1        Unless otherwise stated in the Purchase Order, payment shall be made within 45 days after receipt by the Buyer of a proper invoice.

4.2       The Buyer shall be entitled to set off against the invoice any sums owed to the Buyer by the Supplier.

5.       DELIVERY
5.1        The Goods shall be delivered to and the Services shall be performed at the delivery address during the Buyer’s usual business hours.

5.2        Delivery of the goods and services shall be to the named destination on the Purchase Order. The delivery method shall be stated on the Purchase Order in accordance with Incoterms 2010. If a premium delivery charge is included on the Purchase Order, and the delivery date is not met, a standard delivery charge will replace the premium delivery charge.

5.3        Where the date of delivery is to be specified after placing the Purchase Order, the Supplier shall give the Buyer reasonable notice of the specified date.

5.4        A packing note quoting the Purchase Order number must accompany each delivery or consignment of the Goods and must be displayed prominently. Failure to comply with this requirement will result in an administration fee of GBP30.00 per unmarked consignment.

5.5        If the Goods are to be delivered or the Services are to be performed by instalments, the Purchase Order will be treated as a single contract and not several.

5.6        The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Purchase Order. If it is necessary to return the Goods to the Supplier, then the cost of returning the Goods will be met by the Supplier.

5.7        The Supplier shall supply the Buyer in good time with any instructions, letters of conformity, material certificates or other information required to enable the Buyer to accept delivery of the Goods and/or performance of the Services.

5.8        Inclusion of packing materials should be the minimum necessary to maintain the level of safety, hygiene and acceptance of the packed product in accordance with “The Packaging (Essential Requirement) Regulations 1998” (SI 1998/1165). The Purchase Order number is to be quoted on all packages/documents. If packaging/protection is of a specialised nature, whereby removal would render Goods unsuitable for service, then this should be stipulated by the Supplier.

All supplies (with the exception of electronic media) must fall into one of the following categories:-

(a)     Items less than 15kg:
Items must be packed in a cardboard box, with bubble wrap only used for packing. Do not exceed 15kg per box (total weight of contents)

(b)      Items exceeding 15kg but less than 1000kg:
i)    Items must be packaged on a pallet.
ii)   Pallets must be sized 1200mm wide (as you would face the pallet in racking) x 1000mm deep (as it would sit in the racking beams) or sized 2000mm wide x 1200mm deep were applicable or requested.
iii) Pallets must be constructed in accordance with BS 1133 Section 8 or equivalent national standards. 
iv)  Pallets must have 3 solid rails to support top boards 95mm high x 50mm wide.
v)   Pallets must be sheeted with 20mm boards on top surface with 2 off 50mm x 20mm rails fitted to the underside 120mm in from the front edges of the solid rails.
vi)  Palletised items must be secured to the pallet using nylon banding strapped over the load and under the top deck boards of the pallet.
vii)  Wedges or blocks must be affixed to the pallet where movement of the load within banding may occur. 
viii) Where the load has a narrow base or feet which may damage the pallet or slip between pallet top decks during transit a wooden board must be affixed to the pallet to provide a solid base. 
ix)  Where shrink wrap is used then a minimum amount only must be used and its use must not impede forklift access.
x)    Plastic, polystyrene or any kind of chips will not be accepted under any circumstances.

(c)      Items exceeding 1000kg:
Goods over 1000kg shall be suitably packaged to support the Goods for floor standing.

5.9      All Score URN tagged goods that require palletised shall be in numerical order in a left to right manner. E.G.160957-0001 to 0050 laid out from left to right in the pallet.  
5.10     Any packaging discrepancy shall incur a charge of GBP120.00; discrepancies include use of crates without prior permission from the Buyer. No plastic, polythene or any kind of chips will be accepted under any circumstance.

5.11     The Buyer shall not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.

5.12     If the Goods are not delivered or the Services are not performed on the due date, without prejudice to any other remedy, the Buyer shall be entitled to deduct from the price or (if the Buyer has paid the price) to claim from the Supplier by way of liquidated damage for delay, 1% of the contract value for every week’s delay, up to a maximum of 10%.

5.13     Goods with limited shelf life shall have a minimum of 95% of shelf life remaining on the date of delivery to the Buyer and state the cure date and expiry date clearly.

 
6.       RISK AND TITLE
6.1       Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Order, except in the case of consigned stock to the Buyer’s premises where risk remains with the Supplier until the Purchase Order is raised by the Buyer.

6.2      The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Purchase Order.

 
7.       WARRANTIES AND LIABILITY
7.1        The Supplier warrants to the Buyer that the Goods will comply with all statutory requirements and regulations relating to the sale of the Goods.

7.2       During a period of 24 months after the time of dispatch or 18 months after installation, (whichever period expires first), the Supplier shall, at his own expense, repair or replace the Goods or Services or any part thereof found to be defective due to faulty design, material, equipment or workmanship (other than design specified in detail by the Buyer) or to any act or omission of the Supplier. If the Supplier is unable or refuses to undertake any re-performance which has been requested by the Buyer, the Buyer shall be entitled (without prejudice to any other rights and remedies it may have under the Purchase Order) to undertake any re-performance itself or to procure a third party to undertake such re-performance and, in either instance, recover all costs (including incidental costs) of such re-performance from the Supplier. For substituted or repaired items the prevailing guarantee will be extended from the date of replacement.

7.3      The Supplier shall indemnify the Buyer against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:-

1. i) breach of any warranty given by the Supplier in relation to the Goods or the Services;
2. ii) any claim that the Goods infringe, or their importation, use or resale infringes the patent, copyright, design right, trademark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
3. iii) any liability under the Consumer Protection Act 1987 in respect of the Goods;
4. iv) any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering or installing the Goods or performing the Services; or
5. v) any defect in the Goods or Services provided.

7.4      The Supplier shall indemnify the Buyer against all loss or damage to property or liability for injuries (including death) sustained by anyone, including Supplier’s and Buyer’s employees and third parties, arising out of or in connection with the Goods and/or Services covered by the Purchase Order.

7.5      The Supplier shall take out and maintain, with a first class insurance company, insurance adequate to cover its liabilities hereunder and to fulfil any requirements of local government or other appropriate bodies.

7.6      The Buyer shall not be responsible to the Supplier for Consequential Loss. The Supplier shall not be liable to the Buyer for Consequential Loss other than for sums receivable by the Buyer under insurance policies carried by the Supplier.

8.       FORCE MAJEURE
8.1        Neither the Supplier nor the Buyer shall be liable to the other or be deemed to be in breach of the Purchase Order by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or Services, if the delay or failure was beyond that party’s reasonable control.

 
9.       TERMINATION
9.1        The Buyer shall be entitled to cancel the Purchase Order in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time in which event the Buyer’s sole liability shall be to pay to the Supplier the price for the Goods or Services in respect of which the Buyer has exercised its right of cancellation, less the Supplier’s net saving of cost arising from cancellation.

9.2        The Buyer shall be entitled to terminate the Purchase Order without liability to the Supplier by giving notice to the Supplier at any time if:-

1. i) the Supplier fails to comply with any of the terms of the Purchase Order;
2. ii) 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);
3. iii)  an encumbrance takes possession of, or a receiver is appointed to, any of the property or assets of the Supplier;
4. iv) the Supplier ceases, or threatens to cease, to carry on business; or
5. v) the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly.

  10.    CONFIDENTIALITY
10.1     The Supplier acknowledges and accepts that the information contained in the documents provided by the Buyer in connection with the Purchase Order is confidential and shall not be divulged to any third party or to be used for any other purpose than the performance of the Purchase Order without the prior written consent of the Buyer or a Score Director.

11.      GENERAL
11.1 Assignment
11.1.1 The Purchase 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 sub-contract any of its obligations under the Purchase Order.

11.2 Notices
11.2.1 Any notice required or permitted to be given by either party to the other in connection with the Purchase Order shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Such notices shall be deemed effective within 48 hours of despatch.

11.3 Waiver
11.3.1 None of the provisions of the Purchase Order will be considered waived by the Buyer unless such waiver is given in writing by the Buyer. No such waiver shall be a waiver of past or future defaults, breach or modifications of any of the terms, provisions, conditions or covenants of the Purchase Order unless expressly set forth in such waiver.

11.3.2 If any provision of the Conditions of the Purchase Order are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Purchase Order and the remainder of the provision in question shall not be affected hereby.

11.4 Resolution of Conflict/Applicable Law
11.4.1 In the event of any dispute arising under or in connection with the Purchase Order or the supply of the Goods or Services then every effort shall be made to resolve and agree such a dispute by discussion between the parties. If, after a maximum period of 2 months, unless otherwise agreed by the parties, there is a failure to reach agreement, the dispute shall be referred to arbitration and final decision in accordance with the provisions of the Norwegian Arbitration Act (Act no. 25/2004) or newer corresponding regulations replacing these. Arbitration proceedings shall take place in Stavanger unless otherwise agreed by the parties. The language of arbitration shall be English.

11.4.2 The Purchase Order shall be governed by and interpreted and construed in accordance with the laws of Norway.

11.4.3 Unless otherwise specified, all quotations, contract documents, certification, data and drawings shall be supplied in the English Language.

12.    TECHNICAL SUPPORT
12.1       The Supplier agrees to fully support the Buyer with any and all technical information required to support the Supplier’s products. This support should cover the complete range of installed equipment and will cover repairs, spares and technical information whether the Goods were purchased as part of the Purchase Order or otherwise.

13.    QUALITY
13.1     The Buyer operates established quality management systems which comply to BS EN ISO 9001. All Goods supplied against the Purchase Order shall be as to allow the Buyer to meet the requirements for product identification and traceability to the source of supply.

13.2    The Supplier shall therefore ensure that its products are correctly identified and that the supporting documentation is provided in accordance with the requirements of the Purchase Order. All documentation affecting the specification of equipment/material on the Purchase Order including British, European and other international standards shall be to the latest issue unless otherwise stated.

13.3 Identification
13.3.1 All Goods supplied against the Purchase Order shall be marked in such a manner as to provide adequate identification to the document number and any manufacturer’s identities, part numbers, cast codes or serial numbers as applicable.

13.4 Certification
13.4.1 Each consignment of Goods supplied against the Purchase Order shall be accompanied by the relevant certification/documentation stipulated by the Purchase Order. This is the minimum certification that is to be consigned with the goods to the designated delivery point.
Late delivery of documents shall incur a penalty charge of 1% of the order value per week, for each week delay up to a maximum of 10% from the quoted delivery date.

13.4.2 Pressure test certification must be dated within six months of anticipated delivery to the Buyer.

13.5 Inspection
13.5.1 Inspection shall be carried out on receipt by the Buyer. Inspection may consist of, but not be limited to:-

1. i) Visual Inspection;
2. ii) Marking/Tagging;
3. iii) Dimensional Inspection; or
4. iv) Pressure/Function Tests

13.5.2   The Supplier shall not refuse any reasonable request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to dispatch, and the Supplier shall provide the Buyer with all facilities reasonably required for inspection and testing at no cost to the Buyer.

13.5.3 If inspection of the Goods is to be carried out at the Supplier’s premises, the Buyer is to be given a minimum of 48 hours notice of impending inspection points. All technical queries and documentation which require approval are to be routed to the Buyer.

13.5.4 Any request from the Buyer to dispatch Goods on an urgent basis does not supersede the Supplier’s responsibility for ensuring that inspection requirements are met, unless formal notification that inspection is to be waived is provided in writing by the Buyer.

13.5.5 If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Purchase Order, and the Buyer informs the Supplier within 7 days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance. Any such inspection or tests shall not in any way relieve the Supplier from any of its obligations under the Purchase Order from those existing either at common law or by statue.

13.6 Lifting Gear
13.6.1 Where any item supplied incorporates lifting gear of any description, such lifting gear must be marked with a ‘Safe Working Load’, and be accompanied by and traceable to a recognised certificate that must be valid for 6 months from despatch from your works.

14.    ENGINEERING SPECIFICATION
14.1     Goods are to comply with the requirements stated on the Purchase Order or referenced data sheets. Score Engineering Specification ES007 Rev 4 applies in the absence of such detail.

14.2 PTFE
14.2.1 USE OF PTFE: PTFE thread tape must not be used on any valves supplied.

14.3 Bolt Torquing
14.3.1 All valves must have bolting for pressure containing and load bearing applications tightened under controlled conditions, to specified preload/torque valves. The practice of Flogging the joints up will not be accepted.
Score may make spot checks on the torque valves used and will, from time to time, check the residual torque valves. Valves may be returned for remediation.

14.4 PSV Spring and Spring Button Identification
14.4.1 The spring must be clearly etched or stamped with the relevant serial no. to allow traceability to its certification. This should be marked on the outside dia. of the last coil of the spring.
Each spring button must also be clearly stamped with the relevant serial no. to allow certification and to show that they are a part of the 3 piece assembly – spring and 2 x spring buttons. This should be marked on the outside dia. of the spring buttons.
The certification for the parts must cross reference to the spring/spring button assembly identification and their intended use.

14.5 Validity
14.5.1 Your Tender shall be open for acceptance for a period of 60 days (90 days for spares) from closing date of enquiry.

14.6 Deviations
14.6.1 Any deviations to specification must be clearly noted in your tender. By not stating any deviations you accept that your product is in full compliance to specification.

14.7 Pressure Equipment Directive (PED)/ Pressure Equipment Regulations (PER)
14.7.1 All products supplied must comply fully with requirements of the Pressure Equipment Directive (PED), 97/23/EC and the Pressure Equipment Regulations (PER), 1999, No.2001.

14.7.2 All PED/PER compliant pressure equipment supplied, shall be accompanied by either a Declaration of Conformity, or a Statement of Compliance (where Article 3, Paragraph 3 applies), according to its classification under the current legislation.

14.7.3 All CE Marked pressure equipment supplied shall be accompanied by a Declaration of Conformity. The Declaration of Conformity and the equipment shall be clearly marked with the product’s Compliance Category number and the Conformity Assessment Module, applied during the manufacturing process, as well as (with the exception of category 1 equipment) the number of the assessing Notified Body, appointed by the manufacturer.

14.7.4 Where equipment complies with Article 3, Paragraph 3, it shall be accompanied with a Statement of Compliance, confirming that it has been manufactured in accordance with Sound Engineering Practice (S.E.P.). This equipment shall be marked with the letters S.E.P.

14.7.5 Failure to supply in accordance with these stated requirements will result in equipment being rejected on receipt, and all associated costs incurred by Score (Europe) Ltd in rectifying the problem will be back charged to the supplier.

15.    CONTROL OF SUBSTANCES HAZARDOUS TO HEALTH (COSHH)/CHIP Regulations
15.1     Where applicable, any hazardous materials/chemicals requested on the Purchase Order shall be clearly identified.
The goods shall be packaged and separately and clearly marked in accordance with UK regulations. A copy of the Health & Safety Hazard datasheet will be presented.
This applied to any materials/chemicals subject to COSHH (Control of Substances Hazardous to Health Regulations 1998).

15.2    If goods are subject to CHIP Regulations and have NOT been previously supplied to Score (Europe) Limited, identify clearly on quotation and provide safety datasheets for evaluation with quotation.
All hazardous substances to be supplied with hazard symbols and classification clearly identified on containers in accordance with CHIP regulations.

16. BUSINESS ETHICS
16.1 In connection with this Contract, Supplier shall not pay or give, offer to pay or give, promise to pay or give, or authorise the payment or giving of any money, fee, commission, remuneration or other thing of value to or for the benefit of any person, including Government Officials, in order to influence an act or decision of any person or Government Official, or cause any person or Government Official to act or fail to act in violation of his lawful duty, or cause any person or Government Official to influence an act or decision of the government, for the purpose of securing an improper advantage, or in violation of any applicable law, decree, ordinance, rule, regulation or order, including without limitation the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act and any other anti-corruption laws, applicable to either Party, its Affiliates, its directors, officers, employees, consultants or agents. Supplier shall inform the Purchaser immediately if there has been any request or demand for any unwarranted financial or other type of gain that has been received by the Supplier in connection with this Contract. In the event of a violation of this clause 16, Purchaser shall have the right to terminate this Contract immediately upon written notice to Supplier. This termination right is without prejudice to other remedies which Purchaser may have under this Contract or its governing law.

16.2 Supplier shall require its Affiliates, its subcontractors and its and their respective directors, officers, employees, consultants and agents to comply with the obligations of clause 16 in connection with this Contract.

17.   DATA PROTECTION

17.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 17 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.
17.2 The Data Controller will ensure that all required consents and notices are in place to enable the lawful transfer of Personal Data to the Data Processor for the duration and purposes of the Contract.
17.3 Without prejudice to the generality of this clause, the Data Processor shall, perform its Data Processing obligation under these conditions by processing Personal Data only on the written instructions of the Data Controller unless otherwise required by the laws of any member of the European Union or by the laws of the European Union applicable to the processing of Personal Data (Applicable Laws). When relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit The Data Processor from so notifying the Data Controller.
17.4 Taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of Data Processing as well as the risk of carrying likelihood and severity for the rights and freedoms of natural persons, the Data Processor shall have in place appropriate technical and organisational measures to ensure a level of security appropriate to that risk.
17.5 The Data Processor shall take all reasonable steps to ensure that access to Personal Data is strictly limited to those individuals who need to know/access it for the purposes of the contract. All personnel who have access to and/or process the Personal Data shall be subject to confidentiality undertakings.
17.6 The Data Processor shall not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled:
a.    the Data Processor has provided appropriate safeguards in relation to the transfer;
b.    the Data Subject has enforceable rights and effective legal remedies;
c.    the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
d.    the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data;
17.7 The Data Processor shall not appoint any third party processor of Personal Data under this agreement except with the prior written consent of the Data Controller and subject to the follow provisions:
a.    The Data Processor shall carry out adequate due diligence to ensure that the Sub processor is capable of providing the level of protection required by these terms; and
b.    The agreement between the third party processor and the Data Processor shall governed by a written contract including terms which offer at least the same level of protection as those set out in these terms; and
c.    The Data Processor shall remain fully liable for all acts and omissions of any third party processor appointed by it pursuant to this clause.

For the purposes of this clause ‘third party processor’ shall mean any party which is not a member of the Company or Buyer.

17.8 The Data Processor shall assist the Data Controller, at no cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators
17.9 Data Processor shall maintain complete and accurate records and information to demonstrate its compliance with this Clause 17. The Supplier shall allow for audits by the Company or the Company’s designated auditor.
17.10 Data Processor shall notify the Data Controller without undue delay on becoming aware of a Personal Data breach
17.11 Each Party (Indemnifying Party) shall be responsible for and shall save, defend and hold harmless the other party (Indemnified Party) from and against all claims, losses, damages, costs (including legal costs) expenses, liabilities, fines, penalties, and sanctions in respect of:
a.    Any breach of the Indemnifying Party’s obligations under these conditions or Data Protection Legislation; or
b.    Any act or omission relating to the use of Personal Data which is contrary to the instructions of the relevant Data Controller.
17.12 Data Processor shall at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of the agreement unless required by Applicable Law to store the Personal Data.
17.13 The Company may, at any time on not less than 30 days’ notice, revise this Clause 17 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement)

18.    VARIATION

18.1 All amendments to Purchase Orders must be agreed in writing by both the Supplier and the Buyer

THIS DOCUMENT IS SUBJECT TO CHANGE WITHOUT FORMAL NOTICE.

SCORE GROUP LIMITED REGISTERED COMPANIES The following Score Group Limited companies are registered in Scotland and have their registered office at Glenugie Engineering Works, Peterhead, Aberdeenshire, Scotland, AB42 0YX

The following Score Group Limited companies are registered in Scotland and have their registered office at Ian M. Cheyne Building, GLEN Test Facility, Peterhead, Aberdeenshire, AB42 3GL