1. APPLICATION AND CONTRACT

1.1 These Terms apply to all business purchases of goods (“Goods”) and associated services (“Services”) by Formatech Ltd (“Buyer”) from the supplier (“Supplier”). The Buyer purchases Goods for onward supply or resale to its customers and may instruct the Supplier to deliver directly to a customer or other nominated location. “Business Days” means days other
than Saturdays, Sundays and public holidays in England.
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1.2 Each purchase order (“Order”) is an offer on these Terms and is accepted by written acknowledgement or commencement of performance. Supplier terms in quotations, acknowledgements, invoices, delivery notes, websites or otherwise are excluded unless expressly accepted by the Buyer in writing. Forecasts and enquiries are not commitments to purchase.
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‍1.3 The Contract comprises, in order of precedence: (a) special terms expressly agreed in writing; (b) the Order; (c) agreed specifications, drawings and technical requirements; and (d) these Terms.

2. SPECIFICATION, CHANGES AND TECHNICAL RESPONSIBILITY

2.1 Goods and Services must comply with the Order, agreed specifications, drawings, samples, performance requirements and requirements applicable to the stated destination market. No change to quantity, price, specification, material, source, delivery or other Contract requirement is permitted without prior written agreement.

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2.2 Where the Buyer provides customer drawings, specifications, intended applications, load information or other project information, the Supplier remains responsible for its own designs, calculations, product selection, recommendations and technical information within its agreed scope, using reasonable skill and care. The Supplier acknowledges that the Buyer
may rely upon and pass such information to its customer. Buyer review or transmission of Supplier/manufacturer information does not transfer that responsibility.

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2.3 The Supplier must promptly identify discrepancies, assumptions, limitations and any matter affecting compliance, price, lead time or performance. Project design, installation, site conditions and interfaces outside the Supplier’s agreed scope remain the responsibility of the relevant project parties.

3. PRICE, INVOICING AND PAYMENT

3.1 Prices and currency are fixed as stated in the Order and, unless otherwise agreed, include packing, marking, ordinary documentation and carriage required by the agreed delivery terms. VAT is additional only where legally chargeable. No surcharge, currency adjustment or additional charge applies without prior written agreement.

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3.2 Invoices must quote the Order number and sufficient information to verify the supply. Unless otherwise agreed, payment is due within 30 calendar days after the later of receipt of a valid invoice and delivery/completion. The Buyer may withhold a reasonable amount genuinely in dispute and set off amounts due from the Supplier under the relevant Contract. Undisputed sums remain payable when due. Statutory late-payment rights are preserved.

4. DELIVERY, RISK AND TITLE

4.1 The Incoterm stated in the Order applies; based on Incoterms® 2020. If no rule is stated, Supplier-arranged delivery is DAP (per Incoterms® 2020) to the agreed address; agreed collection is FCA (per Incoterms® 2020) Supplier’s premises.

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4.2 Delivery dates in the accepted Order are binding. The Supplier must promptly notify actual or anticipated delay, its cause and recovery plan. If an expressly essential deadline, or a reasonable final deadline following material delay, is missed, the Buyer may cancel the affected undelivered Goods.

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‍4.3 Early, partial or excess deliveries require prior written approval. Goods must be suitably packed, protected and marked and accompanied by required packing, transport, customs, origin and product documentation.

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4.4 Direct delivery to the Buyer’s customer or other nominated location constitutes delivery to the Buyer. The Supplier acknowledges that the recipient may be the Buyer’s customer rather than the Buyer. Risk passes under the agreed Incoterm. Title passes free from security interests on the earlier of delivery or payment for identified Goods. For advance-
paid Goods, title passes once they exist and are clearly identified to the Contract.

5. QUALITY, COMPLIANCE AND DOCUMENTATION

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5.1 The Supplier warrants that Goods shall conform to the Contract, description, specification and agreed sample; be of satisfactory quality and reasonably fit for any purpose made known where the Buyer reasonably relies on the Supplier’s skill or judgement; be new, authentic, properly manufactured and safe when correctly stored, installed and used; and be supplied free from undisclosed encumbrances. Applicable rights under sections 12 to 15 of the Sale of Goods Act 1979 are preserved.

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5.2 Services shall be performed by competent persons with reasonable skill and care. The Supplier shall ensure Goods comply with applicable laws, standards and product requirements for the destination market identified in the Order.

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5.3 Before or with delivery, the Supplier shall provide all legally required and contractually agreed technical and compliance information necessary for the Buyer to lawfully market and supply the Goods onwards, including where applicable declarations of performance/conformity, assessments, certificates, approvals, installation/use instructions, traceability and batch information, safety information and lifting/load data. Documents or certificates are required only where applicable to the product and market.

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5.4 The Supplier shall retain legally required technical and traceability records and, in any event, relevant records for at least ten years after delivery, and promptly notify material changes to approvals, conformity or safety information.

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6. INSPECTION, DEFECTS, WARRANTIES AND REMEDIES

6.1 The Buyer shall arrange reasonable inspection and normally notify visible damage, shortages or incorrect Goods within ten Business Days of delivery and latent defects within five Business Days of discovery. For direct deliveries, customer reports may be forwarded by the Buyer. Delivery, signature, inspection or payment does not waive latent-defect
or conformity rights. Late notice reduces relief only to the extent unreasonable delay demonstrably prejudices the Supplier.

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6.2 Any manufacturer or Supplier warranty is additional to statutory and contractual obligations. Before acceptance, the Supplier shall identify applicable warranty terms, duration, exclusions, notice requirements and remedies. Transferable warranty benefits may be passed to the Buyer’s customers; where direct transfer is unavailable, the Supplier shall
reasonably assist the Buyer in pursuing the relevant upstream remedy.

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6.3 Where Goods or Services fail to comply, the Supplier shall at its cost and within a reasonable time repair or replace the Goods or re-perform the Services, or the parties may agree a price reduction. If an effective remedy is impossible, refused, materially delayed, or urgent safety/mitigation action makes waiting impracticable, the Buyer may exercise applicable rights to reject, obtain a refund or reasonably procure repair, replacement or re-performance elsewhere.

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6.4 Subject to clause 10, the Supplier is responsible for reasonable, evidenced direct costs caused by its breach, including necessary investigation/testing, sorting, return/replacement transport and reasonable removal, access, reinstallation and site labour. Because Because Goods are purchased for onward supply, such direct loss may include reasonable costs which the Buyer becomes legally liable to incur in dealing with its customer, but not automatic recovery of customer penalties, indirect losses or unsupported charges. The Buyer must mitigate loss and, where practicable, allow the Supplier reasonable opportunity to investigate or remedy.

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6.5 The Supplier is not responsible to the extent a defect results from fair wear, improper storage, transport after risk passes, incorrect installation/use, overloading, incompatible components, inaccurate Buyer/customer information or unauthorised modification, except where the Supplier’s breach or inadequate instructions contributed.

7. PRODUCT SAFETY AND RECALL

Each party shall immediately notify the other of any credible serious safety risk, recall, enforcement action or material nonconformity affecting the Goods and cooperate in investigation, traceability, containment and corrective action. Subject to clause 10, the Supplier shall bear reasonable evidenced direct recall, withdrawal or corrective-action costs to the extent

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8. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

8.1 Each party retains its pre-existing intellectual property. The Supplier grants or procures a non-exclusive, royalty-free right for the Buyer and its customers, installers and advisers to use and share supplied technical documents and embedded software as reasonably necessary to market, resell, specify, install, operate, maintain and repair the Goods for their agreed use. No right to manufacture the Goods is granted.

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8.2 Buyer-owned materials/tooling remain its property. Each party shall protect the other’s confidential information and use it only for the Contract. These obligations continue for five years after termination and, for trade secrets, while they remain secret.

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9.INSURANCE, SUBCONTRACTING AND LEGAL COMPLIANCE

The Supplier shall maintain appropriate public and product liability insurance and, where applicable, employers’ liability and professional indemnity insurance with reputable insurers and provide evidence on reasonable request. The Supplier remains responsible for subcontractors; material subcontracting of agreed design or Supplier-specific work requires prior written consent. The Supplier shall comply with applicable anti-bribery, sanctions, export-control, modern-slavery and data-protection laws relevant to the supply.

10. LIABILITY AND THIRD-PARTY CLAIMS

10.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title obligations, or liability which cannot lawfully be excluded or limited.

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10.2 Subject to clause 10.1, neither party is liable for indirect or consequential loss. Direct losses remain recoverable subject to applicable principles of causation, foreseeability, remoteness and mitigation.

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10.3 The Supplier shall indemnify the Buyer against sums legally payable to third parties and reasonable defence costs tothe extent arising from (a) death, personal injury or physical property damage caused by the Supplier’s breach or negligence relating to the supply, or (b) infringement of third-party intellectual property rights by the Goods or supplied documents in their agreed use and market, except to the extent caused by the Buyer/customer or an unauthorised modification.

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10.4 No separate aggregate monetary liability cap applies unless expressly agreed in writing, identifying its scope and exclusions. No double recovery is permitted.

11. FORCE MAJEURE

Neither party is liable for delay or failure caused by an event beyond its reasonable control which it could not reasonably avoid or overcome. The affected party must promptly notify, mitigate and resume performance. If delivery is prevented for 60 consecutive days, either party may terminate the affected undelivered portion without cancellation charge and payments for that portion shall be refunded.

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12. TERMINATION AND CANCELLATION

12.1 Either party may terminate the affected Contract for a material breach which cannot be remedied or remains unremedied 14 days after written notice requiring remedy. Subject to mandatory insolvency law, the Buyer may also terminate if the Supplier ceases substantially all relevant business, cannot pay debts as they fall due, enters administration/liquidation or an equivalent insolvency process.

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12.2 The Buyer may cancel an accepted Order before delivery. It shall pay for conforming supply already made and the Supplier’s reasonable, evidenced and unavoidable net costs directly resulting from cancellation. The Supplier must stop affected work promptly, mitigate costs and deduct savings and reasonably achievable reuse, resale or salvage. No profit is payable on unperformed work and total payment for the cancelled portion shall not exceed its Contract price.

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12.3 Termination does not affect accrued rights. Advance payments for unperformed supply shall be refunded, subject to any valid cancellation costs under clause 12.2.

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13. GENERAL

13.1 Neither party may assign the Contract without the other’s prior written consent, not to be unreasonably withheld or delayed, except for permitted warranty transfers and assignments permitted by law. Failure to enforce a right is not a waiver; invalid provisions do not invalidate the remainder.

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13.2 No third party may enforce the Contract under the Contracts (Rights of Third Parties) Act 1999, without affecting warranties or rights validly transferred or assigned to customers.

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13.3 The Contract and related non-contractual obligations are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to mandatory law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.