Gamlen Tableting Ltd Standard Terms and Conditions of Sale 2016

1 – DEFINITIONS

In these conditions of Sale the following words shall have the following meanings:

Buyer” means the person, firm or company or other entity buying Goods;

Conditions” means the terms and conditions set out in this document and any terms and conditions expressly agreed in the Contract or otherwise in writing by Seller and the Buyer, which may be additional to, or in place of any of, such terms or conditions; “Contract” means any contract for the sale of Goods entered into from time to time by the Buyer and Seller;

“Seller ” means Gamlen Tableting Ltd and/or its affiliates or subsidiaries;

IP Rights” means all intellectual or proprietary rights (including without limitation copyright, patent, know-how, design rights and trademarks) in the Goods;

Goods” means the Gamlen Tableting Press (and/or such other products to be supplied by Seller and referred to in the Order) in the Seller’s standard packaging; ;

Order” means the Buyer’s instructions to Seller to supply Goods;

Parties” means Seller and the Buyer and “Party” shall be construed accordingly;

Price” means the price as set out in the Contract, failing which, Seller’s “ex works” (as defined by INCOTERMS 2000) price for the Goods as set out in Seller’s price list current at the date of the supply of the Goods; .

Specification” means the specification for the Goods as set out in the Contract or as otherwise specified in writing by Seller.

In these Conditions references to the singular include the plural and vice versa as the context admits or requires. Any headings are for information and guidance only and do not have contractual effect.

2 – ORDERS AND ACCEPTANCE

2.1 These Conditions apply to the sale of Goods to the Buyer by Seller and shall apply to all Contracts to the exclusion of all other terms and conditions including, without limitation, any terms or conditions which the Buyer may purport to apply under any Order, confirmation of Order or similar document. These Conditions constitute the whole and only agreement and understanding between the Parties with respect to the supply of Goods and supersede and cancel any previous agreements or understandings, whether oral, written or implied. The Buyer acknowledges that it has not relied on any statement, promise of representation made or given by or on behalf of Seller which is not expressly set out in these Conditions.

2.2 Each Order by the Buyer shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.

2.3 It is the Buyer’s responsibility to ensure that the terms of the Order are complete and accurate.

2.4 Any variation to these Conditions shall be inapplicable unless agreed in writing by Seller.

2.5 The expected delivery date will be given by the Seller to the Buyer on receipt of an Order subject to the provisions of clause 6.1.

2.6 This proposal is valid for a period of 90 days from the date of the proposal.

3 – CANCELLATION

3.1 In the event of purchase order cancellation by the Buyer a cancellation fee of 50% of the purchase price shall be payable.

4 – PRICE

4.1 The Price (and any other sums payable to Seller under the Contract) shall be exclusive of Value Added Tax (“VAT”), any other applicable sales tax and all costs or charges in relation to importation, exportation, insurance, carriage, loading and unloading incurred by Seller (“Other Costs”). VAT, any other applicable sales tax and Other Costs must be paid by the Buyer to Seller at the same time as payment is made for Goods under these Conditions.

4.2 Goods are offered sale on a “Delivered At Place (DAP)” basis.

5 – PAYMENT TERMS

5.1 Unless otherwise specified in the Contract, the Price shall be payable in £ sterling and Seller shall be entitled to send the invoice to the Buyer before delivery and delivery will not take place until such time as the Price (and any other sums payable to Seller under the Contract) shall have been received by the Seller in cleared funds. Payment must be received without any deduction whether by way of set-off, counterclaim or otherwise and time for payment shall be of the essence. In any event payment must be received within 30 days of the date of invoice unless otherwise agreed in writing by Seller.

5.2 Seller reserves the right to charge interest on overdue accounts at 5% above the Bank of England Base Rate, per month, calculated on the outstanding balance (including interest) until payment is made (whether before or after any judgment).

5.3 The Buyer retains title of the Goods until amounts payable have been received in cleared funds.

6 – DELIVERY

6.1 Any delivery dates, arrangements and times are Seller’s estimates only. Seller will not be liable for any failure or delay to meet these estimates, nor will Seller be responsible for any costs or expenses incurred as a result of this failure or delay. Time of delivery is not of the essence.

6.2 Delivery according to DAP incoterms at the Buyer’s nominated location ready for unloading.

6.3 The Goods shall be at the Buyer’s risk from the time of delivery as defined in clause 6.2.

6.4 Seller shall not be liable for and the Buyer shall fully indemnify Seller against any and all costs, charges and expenses incurred due to delay in delivery of the Goods where such delay is a result of the Buyer’s failure to provide as and when required all instructions, licences, guarantees, deposits and all such other information and other assistance as may be reasonably required by Seller.

6.5 It is the responsibility of the Buyer to inspect the Goods within two working days of receipt. If the Buyer gives notice to Seller in accordance with this clause 6.5 or under clause 7.1 of any defect or failure to meet Specification, Buyer shall at its expense return the Goods to Seller and Seller shall at its option either repair or replace the Goods and no other remedy shall be available to the Buyer. Subject to the provisions of this clause 6.5, no Goods will be accepted back by Seller without the prior written approval of Seller.

7 – WARRANTY AND LIMITATION OF LIABILITY

7.1 Seller warrants that the Goods will on delivery and for a period of 12 months from delivery comply with the Specification. Buyer may extend this warranty for further consecutive periods of 12 months subject to payment on invoice to Seller on the anniversary of the date of first delivery under this Contract.

7.2 Seller warrants that it is the holder of all necessary licences, approvals or authorisations required for sale of the Goods to the Buyer.

7.3 Seller shall not be liable for breach of the warranty given in clause 7.1 unless:

7.3.1 such non-compliance could not reasonably have been determined by the Buyer carrying out its inspection of the Goods on receipt in accordance with clause 6.5 above;

7.3.2 the Buyer gives written notice of non-compliance to Seller within 3 working days of the same coming to the Buyer’s attention; and

7.3.2 Seller is given a reasonable opportunity after receiving the notice of examining the Goods.

7.4 Seller shall not be liable for breach of the warranty given in clause 7.1 if:

7.4.1 the Buyer makes any further use of the Goods after giving notice in accordance with clause 7.3.2;

7.4.2 the defect arises because of the act or omission of the Buyer or if the Buyer has not followed Seller’s instructions as to storage, use or maintenance of the Goods; or

7.4.3 the Buyer alters the Goods or incorporates the Goods into another product without the written consent of Seller.

7.5 Subject to clauses 7.3 and 7.4 if any of the Goods do not conform with the warranty given in clause 7.1 Seller shall at its option either replace such Goods or refund the Price of the defective Goods provided that, if requested by Seller, the Buyer returns the defective Goods to Seller. If Seller complies with this clause then (save as otherwise provided in these Conditions) this shall be the Buyer’s exclusive remedy for breach of the warranty in clause 7.1.

7.6 Other than as set out in clause 7.7, Seller shall be under no liability whether for breach of contract, misrepresentation, negligence, or for any other reason, for any loss of production, loss of contracts, operation time or anticipated savings, loss of business or of expected future business, damage to reputation or goodwill, damages costs or expenses payable by to any third party, loss of profits or anticipated profits, loss of sales, loss of revenue, indirect, consequential or special loss.

7.7 Nothing in these Conditions shall operate to exclude or limit the liability of Seller:

7.7.1 for death or personal injury caused by Seller’s negligence;

7.7.2 which may not be excluded by applicable law in the United Kingdom; or

7.7.3 for fraudulent misrepresentation.

7.8 Without prejudice to clauses 7.6 and 7.7 and subject to clause 7.9, Seller’s total liability under the Contract and in relation to anything which Seller has done or not done in connection with the Contract (and whether the liability arises because of breach of contract, misrepresentation, negligence or for any other reason) shall be limited to an amount equal to 100% of the Price of the Goods ordered by the Buyer from Seller under the Contract and paid by the Buyer.

7.9 Except as set out in these Conditions, Seller’s liability in respect of all other terms, conditions and warranties implied by statute or common law is excluded to the fullest extent that the law allows, including, but not limited to, liability under any implied warranty as to quality and/or fitness for purpose.

8 – RESALE RIGHTS OUTSIDE THE EUROPEAN UNION

8.1 Buyer shall not in any event sell, offer to sell, lease, hire or otherwise make the Goods available for use or inspection to any third party where either third party or the location of the Goods as a result of such supply is in a jurisdiction outside the European Union not covered by Seller’s registered intellectual property rights applying to all or part of the Goods without the express written permission of Seller or otherwise agreed with Seller in writing. Where Buyer is in doubt about which jurisdictions are covered by this restriction it is the duty of Buyer to first enquire of Seller whether a potential supply restricted by this clause is affected by this restriction.

8.2 Where Buyer is authorised to re-sell the Goods Buyer shall ensure that the end-user agrees to the same restriction set out in clause 8.1 above mutatis mutandis.

9 – REVERSE ENGINEERING

9.1 Buyer shall not nor assist another at any time to reverse engineer, duplicate, reproduce or replicate the Goods or any part thereof, whether to inspect, modify or repair the Goods.

9.2 In the event of breach of this clause and notwithstanding any other right of Seller under this agreement, Seller is entitled to return forthwith of the Goods affected by the act in breach of this clause 9 at Buyer’s expense.

10 – INTELLECTUAL PROPERTY

10.1 Seller shall retain ownership of all IP Rights in the Goods and in all documents or other material, data or other information provided to the Buyer for the purposes of the Contract and Seller shall not be deemed to have granted the Buyer any licence to (i) use the documents or other material, data or other information other than for the purposes of the Contract or (ii) reverse engineer, duplicate, reproduce or replicate the Goods or any part thereof or in each case permit any third party to do so. If the Buyer is in breach of this clause then without prejudice to any other right or remedy of the Seller, the warranty provided under clause 7.1 (including the right to any extended warranty) shall forthwith cease and be of no further effect. In the event any such breach all IP Rights in any data and results and/or any inventions, discoveries, or works arising there from shall be solely owned by Seller and the Buyer shall, at its expense, assign any such inventions or discoveries to Seller.

10.2 The Buyer shall not remark or modify the Goods including, but not limited to, the product logo, part number, patent marking or other printed or attached labelling in any way. If the Buyer is in breach of this clause then without prejudice to any other right or remedy of the Seller, the warranty provided under clause 7.1 (including the right to any extended warranty) shall forthwith cease and be of no further effect.

10.3 Where the Parties have entered into any written agreement concerning obligations of confidentiality, the Parties shall remain bound thereby in accordance with its terms. Where no such agreement has been entered into, the Buyer shall keep in strict confidence all technical, business or commercial information provided or disclosed by Seller (including the existence of the Contract) which are of a confidential or proprietary nature and the Buyer shall restrict disclosure of such confidential or proprietary information to such of its employees as need to know the same for the purpose of the Contract and shall ensure that such employees comply with the terms of this clause.

11 – ASSIGNMENT

11.1 The Contract is personal to the Buyer who shall not subcontract, transfer, assign or charge the benefit thereof, without Seller’s express written consent. Seller may assign, subcontract or transfer the Order or any part thereof to any third party by notice in writing to the Buyer.

12 – BREACH, INSOLVENCY AND BANKRUPTCY

12.1 If the Buyer shall be in breach of the Contract or any other of its obligations to Seller, or if any distress or execution shall be levied on the Buyer’s property or assets, or if the Buyer shall make any arrangements or composition with its creditors, or commit any act of bankruptcy, or if a petition or receiving order shall be presented or made against it, or if the Buyer is a limited company and any resolution or petition to wind up the Buyer’s business (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented, or if a receiver or administrative receiver or administrator or manager is appointed over its undertaking, property or assets or any part thereof, then without prejudice to any other right or claim, Seller may do any or all of the following:

12.1.1 suspend or cancel any further deliveries of Goods or other contractual performance until any default by the Buyer is remedied;

12.1.2 terminate all affected Contracts.

12.2 Termination shall not affect any of Seller’s accrued rights or remedies and this clause and Clauses 5, 8, 9, 10, 12, 13, 14, 15 and 16 shall survive termination of a Contract.

13 – FORCE MAJEURE

13.1 Seller shall not be deemed to be in breach of the Contract by reason of any delay in or failure to perform any of its obligations under the Contract, and shall not be liable for any loss, damage or expense suffered, or incurred as a consequence of any default, caused by happenings or occurrences beyond the control of Seller, including but not limited to war, act of God, riots, lockouts, strikes, fog, flood, or any other weather conditions, epidemic, pandemic, act of government, civil commotion, shortage of labour, raw materials, fire, blocking of or accidents to aircraft, shipping or railway lines, breakdowns, or accidents to machinery.

14 – NO WAIVER

14.1 Failure or delay by Seller in exercising any of its rights under a Contract shall not be construed as a waiver of any of its rights under the same.

15 – LAW AND JURISDICTION

15.1 The formation, existence, construction, performance and validity of the order and these Conditions shall be governed by English law. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England to settle any claim or dispute which may arise out of or in connection with the Contract, but Seller may apply to any court of competent jurisdiction in respect of emergency, interim or injunctive relief or to recover any debt.

16 – RIGHTS OF THIRD PARTIES

16.1 No person other than the Parties has any right to enforce any term under the Contracts (Rights of Third Parties) Act 1999.