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THE PRODUCTION BUNKER LIMITED - TERMS AND CONDITIONS OF PURCHASE

1. DEFINITIONS

2. INTRODUCTION

3. CONFIDENTIALITY

4. PURCHASE TERMS

5. CONSIGNMENT STOCK

6. SUPPLIER PERFORMANCE AND MONITORING

7. SPARES AND AFTER SERVICE

8. DELIVERY AND LOGISTICAL TERMS

9. ACCEPTANCE OF THE SUPPLY OF PRODUCTS AND/OR SERVICES

10. NON-CONFORMANCE AND/OR REJECTION OF THE SUPPLY OF PRODUCTS AND/OR SERVICES

11. TRANSFER OF TITLE AND RISK

12. PRICE

13. PAYMENT TERMS AND INVOICING

14. RISK MANAGEMENT

15. INTELLECTUAL PROPERTY

16. AUDIT

17. DATA PROTECTION AND GDPR

18. INDEMNITY

19. WARRANTIES

20. INSURANCE

21. CODE OF CONDUCT

22. TERM

23. TERMINATION

24. DAMAGES

25. FORCE MAJEURE

26. ASSIGNMENT

27. WAIVER

28. GENERAL

29. JURISDICTION

30. ENTIRE AGREEMENT

1. Definitions

1. Agreement shall have the meaning of the full terms of this document

2. Confidential information means any and all information in whatever form whether written, oral, visual, electronic, magnetic or other media which is commercial, financial, marketing, technical or know-how including, without limitation, the form, materials and design of any relevant equipment, methods of operation and various applications thereof, processes, formulae, strategies, designs, trade secrets, software, market opportunities, photographs, drawings, Specification(s), technical literature and any other material made available by one party (the “Disclosing Party”) to the other party (the “Receiving Party”);

3. Consignment Stock shall have the meaning of that under Clause 5

4. Data Loss event shall mean any event that results, or may result, in unauthorised access to Personal Data held by the Supplier under this Agreement, and/or actual or potential loss and/or destruction or Personal Data in breach of this Agreement, including any Personal Data Breach

5. Data Protection Legislation means any data protection legislation from time to time in force in the United Kingdom including, but not limited to, the Data Protection Act 2018, any legislation which succeeds that Act, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”), and any other directly applicable European Union data protection or privacy regulations (for as long as, and to the extent that, the law of the European Union has legal effect in the United Kingdom);

6. Day(s) shall have the meaning of business and/or working days only, unless otherwise specified

7. General Data Protection Regulation (GDPR) shall mean the EU Regulation 2016/679 General Data Protection Regulation (GDPR)

8. Force Majeure Event(s) shall have the meaning of that under Sub-clause 25.2

9. Incoterm(s) shall mean the International Commercial Terms, which are a set of internationally recognised rules defining the responsibilities of Seller and the Buyer in an export transaction

10. Index Linked shall have the meaning of all raw commodities and any other such commodity or commodities that are adjusted according to the value of a retail price index

11. Intellectual Property Rights means (a) any and all rights (whether or not registered or registrable) subsisting in any jurisdiction in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and email addresses, copyrights, database rights, know-how, trade and other secrets, rights in designs, and inventions; (b) rights under licences, consents, orders, statutes, or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights

12. Price shall have the meaning of that under Clause 12

13. Product(s) shall have the meaning of any such type of Product(s), goods, and/or items, including, but not limited to, part(s), component(s), equipment(s), tooling, dies, gauges, assembly equipment, machines, jigs, fixtures, and/or material(s) supplied by the Supplier, in order to fulfil the Purchase Order(s)

14. Purchase Order(s) shall have the meaning of that under Sub-clause 4.2.1

15. Purchase Terms shall have meaning to all terms set out in Clause 4

16. REACH Regulations shall mean the European Community regulation EC 1907/2006 on chemicals and their safe use

17. Service(s) shall have the meaning of any services provided by the Supplier, as per the Purchase Order(s)

18. Specification(s), shall mean any drawings, 3D data, list(s) of requirements, technical and/or otherwise, detailed within the Purchase Order(s)and/or its Appendix

19. Supplier shall mean the Party Production Bunker have entered into this Agreement with; it shall also have the meaning of the provider of any Product(s) and/or Service(s) supplied to Production Bunker under Purchase Order(s)

20. Third Party shall mean any Party not Production Bunker, not the Supplier

2. Introduction

1. The Terms and Conditions of this Agreement is between Production Bunker and the Supplier. This Agreement constitutes the terms and conditions of purchase and supply below.

2. Each will be known as a “party” and together referred to as “parties”)

3. Unless the context otherwise requires, each reference in this Agreement to

“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmissions or similar means
A statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time

3. Confidentiality

1. The Supplier shall be bound to the terms of Confidentiality as per the Supplier Non-Disclosure and Confidentiality Agreement which is to be signed either prior to, or in conjunction with, this Agreement

2. If there are any conflicts arising between the clauses in this Agreement and the Supplier Non-Disclosure and Confidentiality Agreement, it shall be found that the clauses in the Supplier Non-Disclosure and Confidentiality Agreement shall prevail

3. Any information provided by Production Bunker to the Supplier, regardless of form, shall be treated as Confidential Information

This information includes and is not limited to business, financial or technical information

4. The Supplier may only use the Confidential Information provided by Production Bunker to ensure conformance to the terms of this Agreement

5. No information provided by Production Bunker shall be disclosed to any Third Party without the prior written consent from Production Bunker, and all reasonable efforts on behalf of the Supplier shall be put in place to prevent all unauthorised disclosures

6. Any exceptions to this clause are detailed within the Supplier Non-Disclosure and Confidentiality Agreement under Clause 3, Clause 4, and Clause 6

4. Purchase Terms

1. These Conditions are the only conditions upon which the Production Bunker is prepared to deal with the Supplier, and they shall govern the provision of the Supply to the entire exclusion of all other Terms and Conditions.

2. No terms or conditions endorsed upon, delivered with or contained in the Supplier quotation, acknowledgement or acceptance of order, Specification(s), invoice or similar document shall form part of this Agreement and the Supplier waives any right to which it otherwise might have to rely on such Terms and Conditions

3. The terms of Purchase shall include, but not be limited to:

Purchase Order(s)
1. All Purchase Order(s) shall be issued to the Supplier in writing
2. All Purchase Order(s), shall have the following details, if required, including, but not limited to
  1. Part Number
  2. Part Revision
  3. Part Description
  4. Quantity of Parts Required
  5. Unit of Measure
  6. Price per unit of measure
  7. Total value of order
  8. Delivery Date
    1. For multiple deliveries, required across multiple dates, this shall also be included and known as a ‘Schedule’
  9. Any tooling, dies, gauges, assembly equipment, machines, jigs, fixtures and any other such item(s) entered individually, with the corresponding individual Price(s) if quoted
  10. Any testing and/or validation requirements entered individually, either the corresponding individual Price(s) if quoted
Product Quality1. The Supplier shall be solely responsible to confirm all Product(s) must conform to the Sale of Goods Act 1979 and/or the Consumer Rights Act 20152. The Supplier shall be solely responsible to confirm all Product(s) must be fit for purpose as defined within the Sale of Goods Act 19793. The Supplier shall be solely responsible to confirm all Product(s) must be right first time4. The Supplier shall be solely responsible to confirm all Product(s) must be fully traceable to source as per Sub-clause 27.85. The Supplier shall be solely responsible to confirm all Product(s) must are tested and validated as requested by Penso6. The Supplier shall be solely responsible to confirm all Product(s) must confirm to all relevant UK Laws and Regulations7. The Supplier shall be solely responsible at its own cost, for the quality, repair and maintenance of all Penso owned tooling, dies, gauges, assembly equipment, machines, jigs, fixtures and any such item(s) utilised in the manufacture of Product(s) supplied to Penso, whether ay the Supplier’s location, or at any agreed Sub-supplier’s location

4. Specification(s)

1. The Supplier shall be solely responsible to confirm all Product(s) and/or Service(s) provided must be to the Specification(s) requested by Production Bunker including, but not limited to

1. 2D drawings

2. 3D data

3. Written requirements

2. The Specification(s) will be detailed within the Production Bunker Purchase Order(s)

3. All Specification(s) supplied to the Supplier shall be the sole and exclusive property of Production Bunker

4. All Specification(s) will be subject to Confidential Information, detailed in Clause 3

5. Specification(s) changes

1. Under no circumstance should the Supplier carry out any changes to the Specification(s), unless a Purchase Order(s) has been issued reflecting the change to the Specification(s)

4. Sub-Contracted Work

1. The Supplier may only sub-contract any part of the supply of Product(s) and/or Service(s) with the prior written consent of Production Bunker

2. Any Product(s) and/or Service(s) that have Production Bunker permission to be sub-contracted, must conform to the relevant Production Bunker Specification(s)

3. Any Third Party utilisation in the provision of the Product(s) and/or Service(s), must be covered by any relevant Third Party Laws and Regulation

5. Order Acknowledgement

1. An order acknowledgement must be issued within forty-eight (48) hours in writing, upon Purchase Order(s) receipt

2. Discrepancies must be notified to Production Bunker in writing within twenty-four (24) hours, upon Purchase Order(s) receipt, including but not limited to

1. Price

2. Quantity

3. Delivery date

4. Logistical terms

3. If the Supplier fails to submit an order acknowledgment as per Sub-Clause 4.2, and commences work for Product(s) and/or Service(s), they will be deemed to have accepted the full terms of the Purchase Order(s), whether or not an order acknowledgment is submitted post forty-eight (forty-eight) hours

5. Consignment stock

1. Any stock designated Consignment stock shall be subject to the terms of this Agreement and this Clause in particular

2. Stock designated as Consignment stock, shall be clearly identified on the Purchase Order(s)

3. Production Bunker shall not be liable for any stock held by the Supplier in order to fulfil the Consignment Stock, unless the stock has been underwritten and agreed in writing by Production Bunker

4. The Supplier shall be fully responsible in managing the stock and any relevant certifications, reviewing shelf life and any validation and testing, all without cost to Production Bunker

5. Transfer of title shall pass to Production Bunker from the Supplier once Production Bunker has utilised the stock and it has been checked as per Sub-Clause 5.6

6. Upon confirmation of the stock being used, an invoice is to be raised

7. Stock check frequency shall be determined upon nomination and detailed in the Purchase order or within its appendix

8. Invoicing of Consignment Stock shall be as per Clause 13, subject to Sub-Clause 5.6

6. Delivery and Logistical Terms

1. All Deliveries to Production Bunker shall be to Incoterm Delivery Duties Paid (DDP) Place of Delivery, ensuring the Supplier is using latest released version of the Incoterms, unless otherwise requested by Production Bunker and detailed within the Purchase Order

2. All Deliveries to Production Bunker shall ensure it has the required documentation as detailed within this Clause,

1. All deliveries to Production Bunker, whether delivered to Production Bunker, or collected by Production Bunker, must be accompanied by 2 physical copies of the Delivery note, as well as a copy emailed to the email address stated by Production Bunker, stating the following, including, but not limited to:

1. Supplier name

2. Purchase Order number(s)

3. Production Bunker Part number(s)

4. Part Description(s)

5. Part revision(s)

6. Quantity of Parts supplied, per Carton and/or Pallet

7. Number of Cartons and/or Pallets, with clear details of what can be found within each Carton and/or Pallet

2. The Documentation should be put inside a weatherproof wallet and placed on a clear, unobstructed area of the Carton and/or Pallet, where it should be easily accessible

3. Logistics / Packaging

1. All packaging sent to Production Bunker must be clean, robust and suitable for use

2. All Product(s) must be supplied in returnable packaging (Carton), unless otherwise stated on the Purchase order(s), ensuring adequate protection whilst in transit and during subsequent storage

3. All individual Cartons and/or Pallets must be marked with the following

1. Production Bunker Part number(s)

2. Production Bunker Revision number(s)

3. Production Bunker Part description(s)

4. Quantity

4. All Pallets utilised must conform to the latest Pallet Regulations for transport

5. Any Cartons on Pallets may not be mixed, unless clearly marked and segregated, with the approval of Production Bunker in writing

6. All Cartons must be within the confines of the Pallet and securely fixed using either stretch wrapping, or strapping, or any other such suitable fixing method

7. The Supplier is responsible for collection, re-cycling/disposal of any packaging, Pallets or Stillages used in the delivery of the Product(s), should the Supplier fail to collect these items within five (5) working days of notification they will be re-cycled/disposed, the costs of which shall be charged to the Supplier

4. Any returnable stillages used, must be at the approval of Production Bunker in writing

3. All deliveries to Production Bunker shall include all required export regulations and charges of Value Added Tax, any other such Taxes and/or duties, including, but not limited to Customs and Export, post Brexit, will be at the Sole cost and responsibility of the Supplier, unless agreed otherwise in writing by Production Bunker

4. The risk of loss for all Product(s) during transport, shall be bore solely by the Supplier, unless agreed otherwise in writing by Production Bunker

5. The Supplier shall have the proper insurance for all methods of delivery as per required in completion of the Purchase Order(s)

7. Spares and After Service

1. For all spares parts required for any Product(s) required by Production Bunker, the Buyer shall agree to supply such Product(s) for a minimum of fifteen (15) years, unless otherwise agreed in writing

2. Production Bunker shall notify the Supplier of this requirement no later than three (3) months before end of production

3. The Supplier shall retain and maintain any tooling, dies, gauges, assembly equipment, machines, jigs, fixtures and any other such item(s) in good condition, in order to supply Production Bunker with Spares

4. For all Service(s), the Supplier shall support Production Bunker for the entire time of the Agreement

5. For any outdated services including but not limited to Software and Licenses, the Supplier shall at its own cost, support and replace the Service(s)

8. Supplier Performance Monitoring

1. All Suppliers as a minimum requirement, must be certified to the most recent edition of ISO 9001 and ISO 140001 Quality Management system, or equivalent. If the Supplier is not yet certified, the Supplier must show they are working towards the relevant certification, and must be certified within two (2) years of this Agreement

2. All Product(s) Suppliers will be subject to the following Key Performance Indicators (KPIs):

1. Delivery

1. All deliveries from Suppliers must be on time and in full with time being of the essence

1. Any delays must be notified within forty-eight (48) working hours in writing to both the Procurement and MP&L Teams

2. To recover any delays, a contingency and risk plan must be submitted to both the Procurement and MP&L Teams within twenty-four (24) hours of the delay notification

2. No delivery must exceed the quantity within the Purchase Order(s), unless agreed in writing by both parties prior to delivery

1. An updated Purchase Order(s) must be issued to the Supplier to reflect the agreed change in quantity

3. All deliveries must be in accordance with Clause 6

2. Documentation

1. The Supplier must be able to provide any and all documentation required to support Production. This includes and is not limited to

1. Quality certifications, as set out in Sub-Clauses 27.4, 27.5, 27.6, 27.7, 27.8

1. Certificates of Conformity

2. Material Safety Data Sheets

2. Any requested pre-production sample documentation, detailed within the Purchase Order(s)

3. Price

1. The supplier will be tracked against the following Price KPIs:

1. Stability of Price per part

2. Value Added Value Engineering initiatives (VAVE) to improve the efficiency and/or the quality of the Products supplied

3. Price reductions offered outside of Sub-Clause 8.2.3.2, including by not limited to Rebates

4. Price Increases

5. Payment terms as per Clause 13

4. Quality

1. The Supplier shall be tracked on the following Quality KPIs, and/or any further quality KPIs confirmed by Production Bunker at time of Purchase Order(s) issue

1. Defect Rate

2. Failure to provide Delivery and Product Documentation as outlined within this Agreement

3. Incorrect Stock Quantity

4. Incorrect Packaging as per Clause 6

5. Responsiveness

1. The Supplier will be tracked on the following Response based KPIs:

1. Response to submit a Quotation against the requested time frame from Production Bunker Request for Quotation

2. Response to submitting an order acknowledgement as per Sub-clause 4.4

3. The timely response to any Quality concerns requested by Production Bunker

3. All Service Suppliers will be subject to the following KPIs for all services provided to Production Bunker:

1. Delivery

1. The Delivery of the Service(s) shall be tracked as per the Specification(s) detailed within the Purchase Order(s) and/or its Appendix

2. Price

1. The Supplier will be tracked against the following Price KPIs:

1. Price of Service(s)

2. Value Added Value Engineering initiatives (VAVE) to improve the efficiency and/or the quality of the Service(s) supplied

3. Price reductions offered outside of Sub-Clause 8.2.3.2, including by not limited to Rebates

4. Price Increases

5. Payment terms as per Clause 13

3. Quality

1. The Quality required of the Service(s) will be agreed upon nomination of the Service(s)

2. The Quality of Service(s) will be set within the purchase order, or as an appendix to the Purchase Order(s)

4. Documentation

1. The Supplier must be able to provide any and all documentation required for any Product(s) utilised within the Service(s), including and not limited to

1. Quality certifications, including, but not limited to

1. Certificates of Conformity

2. Material Safety Data Sheets

5. Responsiveness

1. The Supplier will be tracked on the following Response based KPIs:

1. Response to submit a Quotation against the requested time frame from Production Bunker Request for Quotation

2. Response to submitting an order acknowledgement as per Sub-clause 4.4

3. The timely response to any Quality concerns requested by Production Bunker

4. If a Supplier is found to be failing against the KPIs set, the following remedies, including but not limited to, would be then available to Production Bunker

1. Putting the Supplier onto a Development Plan, details of which will be outlined by Production Bunker

2. Termination of the Agreement, if the Supplier is found to be consistently failing, with no liabilities towards Production Bunker

9. Acceptance of the supply of Product(s) and/or Service(s)

1. Any Acceptance of the supply of any Product(s) and/or Service(s) shall be in accordance of Sub-Clause 9.2

2. All Acceptance shall be to the following:

1. Product(s) supplied by the Supplier are to be only deemed as accepted by Production Bunker, once Production Bunker has verified the Product(s) and confirmed they are suitable for use

1. The Supplier shall ensure all Product(s) and/or Service(s) (if Service(s) also include Product(s) supplied) supplied to Production Bunker, are inspected by the Supplier, confirming they conform to this Contract

2. Production Bunker shall not take on Product(s) Inspection duties, unless agreed by both Parties and put into writing into the Purchase Order(s) or this Agreement

2. All Service(s) shall be deemed as accepted by Production Bunker, once Production Bunker are able to sign a completion of execution of work by the Supplier, confirming it has met all the terms of this Agreement

1. Production Bunker shall not take on Service(s) Inspection duties, unless agreed by both Parties and put into writing into the Purchase Order(s) or this Agreement

10. Non-conformance and/or Rejection of the Supply of Product(s) and/or Service(s)

1. Production Bunker shall have full and unincumbered right to reject any supply due to the following:

1. Non-conformance and non-compliance with this Agreement

2. Part shipment of Purchase Order(s), not agreed prior by Production Bunker and put into writing by both parties

3. Over shipment of quantities of the Purchase Order(s), not agreed prior by Production Bunker and put into writing by both parties

4. Delay of shipment of Purchase Order(s), not agreed prior by Production Bunker and put into writing by both parties

5. Failure to adhere to the quality requested within the Purchase Order(s)

2. Non-conforming and/or rejected Product(s) will be returned to the Supplier at the sole cost of the Supplier

3. Any failure analysis required to understand and determine the cause of failure shall be the sole responsibility and cost of the Supplier

4. All records of the failure analysis shall be shared with Production Bunker and stored as per required Regulations and in adherence to any Law

5. Any resultant actions including but not limited to, to contain, rectify, replace, shall be at the sole responsibility and cost of the Supplier

11. Transfer of Title and Risk

1. The Supplier shall warrant that it has full and unencumbered title to all Goods before the Transfer of Title

2. Transfer of Title of any Product(s) and/or Service(s) will be issued upon delivery

3. If payment has been made prior to the delivery of the Product(s) and/or Service(s) has been issued, the Transfer of Title shall occur at this point

4. For all tooling, dies, gauges, assembly equipment, machines, jigs, fixtures and any other such item(s) that Production Bunker have paid for and is stationed at the Supplier’s location in order to complete the Purchase order requirement, the title shall be passed to Production Bunker upon full payment of such tooling, dies, gauges, assembly equipment, machines, jigs, fixtures and any other such item(s)

1. The risk of the tooling, dies, gauges, assembly equipment, machines, jigs, fixtures and any such item(s), shall sit solely with the Supplier, whilst it is at the Supplier’s location

2. The Supplier shall maintain the tooling, dies, gauges, assembly equipment, machines, jigs, fixtures and any other such item(s) at the Supplier’s cost, unless agreed and put in writing to state otherwise

3. All Production Bunker owned tooling, dies, gauges, assembly equipment, machines, jigs, fixtures and any other such item(s), shall be marked accordingly with a Production Bunker Asset Tag

4. All asset tags will be provided by Production Bunker, where no asset tag is provided for whatever reason, the Supplier shall ensure they remain marked as the property of Production Bunker

12. Price

1. All Pricing agreed upon nomination for Product(s) or Service(s) shall remain for the full length of the Agreement

1. Exceptions to Clause 12.1 include the following:

1. Any Long-Term Pricing Agreement (LTA) made setting out cost reductions over a period of time during the fulfilment of the Purchase Order(s)

2. Any Index linked pricing agreed to be used to monitor commodities including but not limited to Raw materials, Minimum Wage and Utilities

2. All Pricing shall be for the delivery of Products with Incoterm Delivered Duty Paid (DDP)

3. No Price variations shall be accepted unless agreed by both parties in writing, inclusive of Sub-clause 12.1.1

4. Unless otherwise agreed in writing by the parties all payments due under this Agreement shall be made in UK sterling.

5. The Supplier is obligated to invoice Production Bunker for the Product(s) and/or Service(s) in a timely manner and in accordance the terms of this Agreement. Production Bunker shall not be obligated to pay for Service(s) that were performed more than 6 months prior to the date the invoice was issued to Production Bunker.

6. If at any time during the term of this Agreement the Supplier supplies or offers to supply Product(s) or Service(s) which are substantially similar to the Supply on substantially similar or analogous terms to those set out in this Agreement at a lower price than the Price, then the Price shall be reduced to an amount equal to such lower Price and Production Bunker shall be entitled to a refund equal to the difference between the two prices in respect of any Supply requested by it after the date on which the lower price shall have been offered by the Supplier.

7. The Supplier shall keep full and accurate records of the time spent and materials used by Team Members in carrying out the supply of Product(s) and Service(s) and shall produce such records for inspection, copying and approval by Production Bunker at all reasonable times on request. Such records may, at Production Bunker’s option, be audited by Production Bunker or its designated representatives and if such audit identifies any overpayment by Production Bunker, the Supplier shall immediately repay such overpayment to Production Bunker and shall bear the costs of such audit.

8. Production Bunker shall not be responsible for any expenses incurred by the Supplier or its Team Members unless expressly agreed

13. Payment Terms and Invoicing

1. The payment terms of this Agreement shall be sixty (60) standard days end of month

2. All Invoices may only be issued upon receipt of delivery of Product(s) and/or Service(s)

3. Production Bunker payments will be made end of month

1. All invoices must be issued to Production Bunker no later than the fifteenth (15) of the payment month, or the next business day to ensure payment is made as per Sub-clause 13.1

4. Any Late Payments must be notified to Production Bunker within seven (7) days of such late payment in writing

1. If Late Payment exceeds ninety (90) standard days post the due date of payment, with no response from Production Bunker regarding the delayed payment, an interest fee no greater than 1% of the total value of the invoice may be charged

2. This interest shall be deemed to be sufficient to the Supplier, who will not be entitled to claim for any further loss, damages, and/or compensation

5. Any actions by the Supplier to delay deliveries or the stoppage of supply of Product(s) and/or Service(s), shall not be accepted within this Agreement

6. Payment of all or any of the Price by Production Bunker shall be without prejudice to any claims or rights which Production Bunker may have against the Supplier and shall not constitute any admission by Production Bunker as to the performance by the Supplier of its obligations

7. Production Bunker shall have the right to set off against any sums due to the Supplier the amount of any monies due to Production Bunker from the Supplier

14. Risk Management and Business Continuity Plan

1. For each Project nomination, upon receipt of the Purchase Order(s), the Supplier shall submit, no more than thirty (30) standard days, a Risk Management and Business Continuity Plan to cover all reasonable possible delays that may be expected for the completion of the project

2. Risk Management and Business Continuity must be reviewed regularly by the Supplier, with the Plan updated and submitted to Production Bunker every six (6) months from the date of the Purchase Order(s)

15. Intellectual Property

1. Save for any Product(s) and/or Service(s) specifically agreed in writing and singed by both parties as being the property of the Supplier after the sale of them to Production Bunker, Production Bunker shall be entitled to all property, copyright and other Intellectual Property Rights in the Product(s) and/or Service(s), which property, copyright and other Intellectual Property Rights the Supplier hereby, as beneficial owner, assigns with full title guarantee (and by way of present assignment of future copyright) absolutely to the fullest extent possible to Production Bunker who shall have the right to use such Product(s) and/or Service(s) for any purpose without further payment.

2. The Supplier shall procure that, where relevant, all moral rights in respect of the Product(s) and Service(s) are waived by the relevant third parties and at the request and expense of the Supplier, the Supplier shall do and/or shall procure that its consultants, employees, agents, Suppliers and sub-Suppliers shall do all such things and sign all such documents or instruments necessary in the opinion of Production Bunker to enable Production Bunker to obtain, defend and enforce its rights in the Materials.

3. The Supplier hereby grants to Production Bunker a perpetual, irrevocable, non-exclusive, worldwide and royalty free licence to use any Product(s) and/or Service(s) Items where the Intellectual Property Rights have not been transferred under this Agreement or which are parts incorporated in any Product(s) to such extent as is necessary to enable Production Bunker to make use of the Product(s) and/or Service(s) for any purpose that Production Bunker chooses including the transfer of such licence to third parties.

4. The Supplier undertakes to defend Production Bunker from and against any claim or action that the supply or use of the whole or any part of the Product(s) and/or Service(s) infringes the Intellectual Property Rights of any third party (an “Infringement Claim”) and shall fully indemnify and hold harmless Production Bunker from and against any liabilities, losses, damages, claims, proceedings, costs (including all legal fees) and expenses of whatever nature incurred by or awarded against Production Bunker as a result of or in connection with any such Infringement Claim.

5. Without prejudice to the indemnity in Condition 15.4, if any Infringement Claim is made, or in the Suppliers reasonable opinion is likely to be made, against Production Bunker, the Supplier shall at its sole expense:

6. Procure for Production Bunker the right to continue using the Supply, Deliverables, Product(s) and/or Service(s) (as the case may be) (or any part thereof) in accordance with the terms of this Agreement; or

7. Modify the Supply, Deliverables, Existing Materials or Materials, Product(s) and/or Service(s) (as the case may be) so that they cease to be infringing; or

8. Replace the Supply, Deliverables, Existing Materials or the Materials, Product(s) and/or Service(s) (as the case may be) with non-infringing Supply and/or materials.

9. The Supplier shall not use Production Bunker’s name or logos or the existence of this Agreement for any publicity purposes.

10. The Supplier shall not without the prior written consent of Production Bunker use Production Bunker’s name or logo. Such consent may be withdrawn at any time by Production Bunker.

11. The provisions of this Condition 15 shall survive the expiry or termination of this Agreement.

16. Audit

1. Production Bunker and/or its appointed representatives or Customers shall be allowed to visit the Supplier premises, during work hours, at any property from which the Supplier Operates, providing a minimum of twenty-four (24) hours’ notice to audit, during the Audit Production Bunker may Audit - including but not limited to the following,

1. Supplier premises, the state thereof, and any relevant Health and Safety compliance

2. Compliance will all relevant regulations and laws in relation to Employee welfare

3. The Supplier’s financial health, including, but not limited to, the auditing of any payments, debts, and liabilities

4. The Quality management of any materials, Products, and items incorporated within Production Bunker Product(s) and/or Service(s)

5. All tooling, dies, gauges, assembly equipment, machines, jigs, fixtures and any other such item(s) paid and owned by Production Bunker and/or its Customers

2. If after the Audit, the Supplier is found to be in breach of the terms within Sub-Clause 16.1, or found to be in non-conformance, Production Bunker shall be entitled to the following remedies, including but not limited to

1. All Financial compensation from the Supplier to Production Bunker, that Production Bunker may have suffered as a direct and/or indirect result of the breach and/or non-conformance

2. The replacement, containment, repair, and/or cure of the breach and/or non-conformance

3. The Supplier at its sole cost and responsibility shall commence all reasonable suggestions by Production Bunker and/or its Customers to mitigate the breach and/or the non-conformance, and put in place all measures to remedy the breach and/or non-conformance

4. The Audit, and any results from the Audit, shall not in any way relieve or reduce the liability of the Supplier from its obligations and duties to this Agreement

5. All information within Clause 16 shall remain confidential, unless required by any Regulations and law

17. Data Protection and General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679)

1. The Supplier shall ensure that with all personal information provided and/or made available by Production Bunker to the Supplier is protected under Clause 17

1. The Supplier may only process Data as set out and in accordance with clause 17

2. The Supplier shall ensure that Production Bunker is notified in writing within twenty-four (24) hours of any breach of Data Protection

3. The Supplier shall ensure Protective Measures are in place, in order to protect the data from any potential Data Loss Event

4. The Supplier shall comply to all Data Protection Legislation in force within the United Kingdom, including, but not limited to The Data Protection Act 2018 and all legislation that will succeed this Act

2. The Parties shall agree to adhere to the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679)

3. Production Bunker shall adhere to the Privacy Policy and Applicant Policy as set out within its website.

4. The Supplier shall be required to send across their Privacy Policy in conjunction with this Agreement, to ensure Production Bunker can confirm it is suitable for the purpose of the supply of Product(s) and/or Service(s)

1. The Supplier Policy or Policies, must be deemed to be an equivalent to the policies set out in Sub-clause 17.3

18. Indemnity

1. The Supplier shall indemnify Production Bunker against all liabilities, costs, expenses, damages, and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier, arising out of or in connection with the breaches outlined in Sub-Clause 18.1:

1. All defective materials, workmanship, and quality in relation to Product(s) and/or Service(s) supplied

2. All claims made by Production Bunker’s customers, where it has been found that the Supplier’s Products have directly or indirectly caused any liability, loss, damage, cost and/or expense to the Customer and/or Production Bunker

3. Failure to deliver and/or a delay to deliver in carrying out the performance of this Agreement, which causes Production Bunker to be charged by the Customer costs of such failure and/or delay

4. Any terms of this Agreement by the Supplier

5. The Supplier’s gross negligence and/or wilful misconduct

6. Any claims or allegations (actual and/or threatened) that state any Product(s) and/or Service(s) provided to Production Bunker that does or may infringe on any Third Party copywrites or intellectual Property Rights

7. If the Supplier is found to have infringed on any Third Party copywrites or intellectual property, then all royalties and fees will be at the sole cost of the Supplier

8. All claims starting that Product(s) and/or Service(s) supplied by the Supplier does not comply with required laws and regulations

2. The Supplier shall at its own costs, rectify the breaches in Sub-clause 18.1, including but not limited to, containment, repairs, replacements, cures, expediting

3. All recall campaigns with the cause found to be the Supplier’s Product(s) and/or Service(s), shall be at the sole cost of the Supplier

4. For all additional claims (actual and/or threatened) that would disrupt the use and sale of goods, the Supplier must notify Production Bunker in writing within twenty-four (24) hours of such claims

5. For clarity, this Clause 18 will survive termination of this Agreement and/or all Purchase Order(s)

19. Warranties

1. The Supplier shall warrant the following terms that the supply to Production Bunker shall be:

1. Fit for purpose as per the terms of this Agreement and of satisfactory quality as defined within the Sale of goods Act 1979 and any further corresponding Acts

2. To the agreed Specification(s) the Purchase Order(s) is placed to, and is free from any defects in materials, workmanship and design as outlined in Sub-clause 4.2

3. Conforming to all required Laws and regulations

4. Free from all Third Party constraints

5. Carried out by trained personnel that are appropriately qualified, ensuring the high standard of quality, duty of care and due diligence expected by Production Bunker

2. The Supplier warrants all Product(s) supplied, that have been accepted by Production Bunker, to no less than forty-eight months (48) from date of delivery and acceptance from Production Bunker if they have not been used, unless outlined and agreed in writing, in another Agreement

3. The Supplier shall warrant if the Product(s) have been supplied and incorporated into use by Production Bunker, the warranty period will be in place for the entire period the Product(s) are incorporated into use by Production Bunker, unless outlined and agreed in writing, in another Agreement,

4. Subject to Sub-Clause 19.3, the minimum the Supplier shall warrant the products for is no less than fifteen(15) years

5. The warranty set out within this clause, shall be in conjunction to all Implied and Statutory warranties

6. Without prejudice to any other right of Production Bunker whether express or implied or any other guarantee given by the Supplier to Production Bunker or which Production Bunker has the benefit of, the Supplier shall without delay (and in any event within five (5) days of receiving notice of a defect or breach of warranty or guarantee) repair or replace at its own expense in accordance with the terms of this Agreement any item or work forming part of the Product(s) and/or Service(s) which becomes defective within the Warranty Period where such defect arises from faulty workmanship, design or materials or the Suppliers incorrect instructions as to use or any other breach of any guarantee or warranty express or implied; and

7. If the Supplier replaces a part as part of its warranty obligations the Supplier shall give a Suppliers Warranty in relation to that part for fifteen (15) years from the date that part was fitted.; and

8. Any breach by the Supplier of its obligations under this warranty shall entitle Production Bunker after serving written notice of intent to proceed to remedy the defect at the Suppliers risk and expense without prejudice to Production Bunker other rights.

9. The Supplier shall:

1. Guarantee the supply of spare parts for a period of at least fifteen (15) years after the last date the Product(s) was supplied by the Supplier to Production Bunker

2. Guarantee the availability of spare parts within a reasonable timeframe. In general, to the extent applicable to the individual order, maintenance and wear parts should be delivered to the shipping address indicated within forty-eight (48) hours in Europe or twenty-four (24) hours in United Kingdom and within five (5) working days outside Europe from the time an notice is received at the Supplier, if the notice is received by the Supplier before midday on a weekday (local time at the Suppliers location).

3. Provide or include with the Product(s) and/or Service(s) any documentation required, such as repair, test and installation instructions, spare parts lists, diagnostic instructions and, if necessary, wiring diagrams, if requested. The Supplier shall also prepare an operating manual for its scope of supply, including maintenance and care instructions, and shall include them with the Product(s) with each order. The documentation must be written in the national language(s) of the countries of destination and English

10. The Supplier agrees that it shall fully indemnify and keep indemnified Production Bunker for the value of any claims relating to a breach of Condition 19 in accordance with this Agreement and will account to Production Bunker in full within thirty (30) days of receipt of an invoice from Production Bunker in respect of any such claim.

20. Insurance

1. The Supplier shall at its own cost ensure and maintain that sufficient Product, Employer and Public Liability is in place with reputable insurance companies as per Sub Clause 20.1, as required by any applicable Regulations and Law,

1. Product Liability shall be covered to the value of a minimum of two (2) million pounds, £2,000,000

2. Employer’s liability shall be covered to the value of a minimum of five (5) million pounds, £5,000,000

3. Public Liability shall be covered to the value of a minimum of five (5) million pounds, £5,000,000

21. Code of Conduct

1. The Supplier shall agree at all times, regardless of whether this Agreement is in force or not, that the Supplier will adhere to the following Code of Conduct, using the United Nations Global Compact as reference:

1. The Supplier shall agree and confirm that it will not engage, nor has ever engaged, in any Acts of Bribery, Extortion, and/or Corruption

1. The Supplier shall warrant Sub-clause 21.1.1 and confirm it has never engaged and will not engage in Bribery, Extortion and/or Corruption, to win any business, and nor will it do so, in connection with the Agreement with Production Bunker or any further Agreements with Production Bunker

2. The Supplier agrees it has not and will not breach any Anti-bribery, Anti-corruption, Anti-Extortion and/or Anti-money laundering laws regardless of Nation

2. The Supplier herby warrants that Child Labour and/or Work by Minors is not being utilised within its company and further shall ensure it shall audit all its sub-suppliers to ensure the same

1. If the Supplier’s sub-suppliers are found to be using Child Labour and/or Work by Minors, the Supplier at its sole cost and responsibility must either resource the Supply, or work with the Supplier to remove any Child Labour and/or Work by Minors, with no impact of supply to Production Bunker

3. The Supplier shall ensure they are not complicit in any Human Rights abuses and shall ensure it has audited all its sub-suppliers ensuring they too are not complicit in any Human Rights abuses including, but not limited to

1. Modern Slavery including but not limited to Forced and/or compulsory labour, Concealed employment and/or All forms of abuse including physical, sexual, and verbal abuse

2. All forms of discrimination, including but not limited to, Race, Gender, Age, Disability, Marriage and/or Civil Partnership, Religion and/or belief, Pregnancy, Maternity and/or Paternity and/or Sexual Orientation

4. The Supplier shall support all efforts by itself and its sub-suppliers to become more Environmentally friendly

1. The Supplier shall ensure itself and its Sub-suppliers are including, but not limited to, all Processes, Procedures and Manufacturing methods to adopt a precautionary approach to any environmental challenges

2. The Supplier and its Sub-Suppliers shall consistently investigate, review, and undertake all reasonable initiatives to become more Environmentally friendly

2. The Supplier shall agree that it will allow Production Bunker unincumbered access to the following including, but not limited to Financial accounts, books and/or records to ensure compliance to this Clause

3. The Supplier shall have sole responsibility for their Sub-supplier’s full and complete adherence to Clause 21

4. The Supplier and its Sub-Suppliers shall conform to all relevant Regulations and Laws to adhere to Clause 21

5. If it has been found that the Supplier or its Sub-suppliers have breached any of the Terms in Clause 21, the Supplier shall immediately notify Production Bunker of said breach and ensure its full cooperation into any investigation of said breach, legal or otherwise

6. If it has been found that the Supplier or its Sub-suppliers have breached any of the Terms in Clause 21, Production Bunker shall have the right to immediately terminate the Agreement

7. If it has been found that the Supplier or its Sub-suppliers have breached any of the Terms in Clause 21, and Production Bunker have actioned Sub-clause 21.5, the Supplier shall bear the full cost of any subsequent charges to Production Bunker, without limitation, including any reasonable additional costs from Production Bunker

8. If it has been found that the Supplier or its Sub-suppliers have breached any of the Terms in Clause 21, Production Bunker shall not be required to remunerate the Supplier for any payments due in any direct and/or indirect connection with the breach

22. Term

1. This Agreement shall come into force at the date of this Agreement

2. This Agreement shall remain until the Termination under Clause 23 date comes into effect, and post five (5) years of said Termination date

23. Termination

1. Production Bunker shall have the right at any time and for any reason to terminate this Agreement in whole or in part by giving the Supplier three (3) months written notice whereupon all work on any Purchase Order shall be discontinued and Production Bunker shall pay to the Supplier fair and reasonable compensation for all Supply performed up to and including the date of termination (other than those which are subject to a bona fide dispute) but such compensation shall not include loss of anticipated profits or any consequential loss.

2. Production Bunker may terminate this Agreement immediately if the Supplier is in breach of any obligations in any Purchase Order

3. Production Bunker may terminate this Agreement and any Purchase Order with immediate effect by giving notice to the Supplier if the Supplier:

1. Commits a breach of this Agreement and either such breach is incapable of remedy or where the breach is capable of remedy it fails to remedy such breach within such period that Production Bunker deem appropriate

2. Suffers a deterioration in its financial position to such an extent that in the reasonable opinion of Production Bunker the capability of the Supplier to adequately fulfil its obligations under the Agreement has been placed in jeopardy

3. Suffers a change in its control (and for this purpose control has the meaning set out in section 840 Income and Corporation Taxes Act 1988, as in force from time to time);

4. 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

5. Convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory), or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Supplier or notice of intention to appoint an administrator is given by the Supplier or its directors or by qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition is presented to any court for the winding-up of Supplier or for the granting of an administration order in respect of the Supplier, or any proceedings are commenced relating to the insolvency or possible insolvency of the Supplier

6. Purports, save as expressly provided by this Agreement, to assign its rights or obligations under this Agreement.

4. Upon the termination of this Agreement for whatever reason:

1. The Supplier shall deliver up to Production Bunker all of the Confidential Information and copies thereof in its possession power custody or control and the Supplier shall not thereafter utilise or exploit the Confidential Information

2. The Supplier shall immediately return to Production Bunker any Product(s) or property of Production Bunker in its possession or under its control;

3. The Supplier shall deliver up to Production Bunker all work and materials it has under its control or possession relating to the Supply in a format acceptable to Production Bunker.

5. Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages against the other and all provisions which are expressed to survive this Agreement shall remain in force and effect.

6. Should Production Bunker exercise its right to terminate this Agreement in accordance with the provisions of Condition 23.3 or 23.2 Production Bunker reserves the right to engage another Supplier to complete the supply of the Product(s) and/or Service(s) Following any such termination of this Agreement the Supplier shall indemnify Production Bunker against all loss, consequential losses damage, costs including management and similar costs, expenses including professional fees and expenses and all other expenditure or loss of opportunity or revenue whatsoever incurred or suffered by Production Bunker as a result of the Suppliers breach. This indemnity shall survive the termination of this Agreement

7. The Supplier shall not be required to fulfil its duties and obligations under this Agreement and the provisions of this Condition 23 shall not apply if at any time the Supplier is prevented from fulfilling its duties and obligations by any act or omissions of Production Bunker or Production Bunker’s personnel provided always that in order to avail itself of this provision the Supplier must give written notice to Production Bunker of any such act or omission of Production Bunker within fourteen (14) days of the occurrence of such act or omission.

24. Liquidated Damages

1. The Supplier shall pay liquidated damages if it fails to deliver the Product(s) and/or Service(s) as detailed in the Purchase Order or if the Supplier is in breach of this Agreement. The Liquidated damages shall include all loss, consequential losses, damages, costs including management and similar costs, expenses including professional fees and expenses and all other expenditure or loss of opportunity or revenue whatsoever incurred or suffered by Production Bunker as a result of the Suppliers breach and Supplier shall indemnify Production Bunker against these sums. This indemnity shall survive the termination of this Agreement.

2. Except as otherwise expressly provided by this Agreement, all remedies available to the Parties shall be cumulative and may be exercised concurrently or separately

1. The exercise of any one such remedy shall not be deemed an election of such remedy to the exclusion of other remedies stated within this Agreement

25. Force Majeure

1. Force Majeure event will apply where circumstances occur beyond the reasonable control of the Supplier

2. Force Majeure events include any acts of God, Public Health Emergencies including pandemics, epidemics and Government mandated Quarantine, Government acts and/or orders, Nations and/or Regional emergencies, Blockades and/or Embargos, Explosions and/ or fires, War, invasion, hostile actions, terrorism acts and/or threats, Civil unrest including riots and/or strikes against the Government,

3. Where a Supplier is subject to Force Majeure events under Sub-clause 25.2, the Supplier shall not be in breach of terms of this Agreement where

1. The Supplier notifies Production Bunker within forty-eight (48) business hours of such delays in writing, with details of the delay and resulting remedial actions to be submitted to Production Bunker in writing within forty-eight (48) working hours upon notification of Force Majeure event to Production Bunker

2. The Supplier is able to prove the effort to try and be able to adequately prepare for any such Force Majeure event in Sub-Clause 25.2

4. This Agreement does not enable Force Majeure events to include Industrial actions or strikes at the Supplier or at any of its supply base, Any Sourcing or Procurement delays that impact Production Bunker Product(s) and/or Service(s)

5. If the Force Majeure event occurs for more than twenty (20) Days, Production Bunker is within its rights to give seven (7) Days’ notice in writing to the Supplier to Terminate the Agreement

6. The Termination of Sub-clause 25.5 does not prejudice any other Terms of this Agreement

26. Assignment

1. The Supplier shall not assign, sub-contract or transfer this Agreement or any rights or obligations under it (or any order) in whole or in part without the prior written consent of Production Bunker.

2. Production Bunker may (and the Supplier consents to the same):

1. Assign any of its rights under this Agreement,

2. Transfer by novation any of its rights or obligations under this Agreement, in each case to a member of its group, or any of its directly or indirectly held subsidiaries whether such group member is incorporated at the date of this Agreement or not.

27. Waiver

1. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

28. General

1. All Notices within this Agreement must be supplied in writing within the time detailed within each clause

2. Any Clause and/or Sub-clause within this Agreement, found to be invalid, illegal or unenforceable, the remainder of the Clauses within this Agreement shall remain valid, legal and enforceable, and the Clause and/or Sub-clause deemed to be deleted

1. The Parties must amend the Agreement to rectify any Clause and/or Sub-clause as soon as possible to delete said Clause and/or Sub-clause, whilst this Agreement will remain valid and enforceable

3. The Supplier shall maintain it has all the required licences, authorisations, and approvals needed to conduct business, and if required to do so, when requested, shall provide Production Bunker with a copy of said licences, authorisations, and approvals

4. All Hazardous materials supplied or utilised within the supply of Product(s) and/or Service(s), the Supplier shall take sole responsibility in notifying Production Bunker in writing of said Hazardous materials

1. The Supplier shall be solely responsible for ensuring the following, including, but not limited to

1. Sufficient and clear labels and/or markings are in place

2. Material Safety Data Sheets and/or Certificates of Analysis are supplied with each delivery and/or use

3. The Supplier shall ensure that any documentation mentioned within Sub-clause 27.4 shall be the latest documentation, and if it is found that another release of the documentation has taken place, the Supplier must immediately send through said documentation without hesitation to Production Bunker

4. The containers and packaging used for the Hazardous materials conform to all regulations and Laws applicable

2. The Supplier shall be solely responsible for ensuring Production Bunker are trained and compliant in ensuring the safe transport, use, storage, disposal of said Hazardous materials

3. The Supplier shall agree to comply will all Regulations and Laws that may be directly and/or indirectly related to Hazardous materials

5. The Supplier shall ensure it fully complies with the REACH Regulations

6. The Supplier undertakes sole responsibility for all Restricted materials and shall ensure they comply with all Regulations and Laws

7. The Supplier undertakes, warrants and guarantees that all Hazardous and Restricted materials shall not contain any Carcinogenic, Mutagenic and or Reprotoxic substances as defined within the REACH Regulations

8. The Supplier at its sole cost be responsible for the full traceability of any materials used within the Supply of any Product(s) and/or Service(s), ensuring, all Certificates of Conformity, where requested by Production Bunker are supplied for each Purchase Order(s)

1. The Supplier shall need to ensure that the any materials utilised in the Product(s) and/or Service(s) provided, are genuine, conforming to Specification(s) and are able to provide Traceability of said materials, whether requested by Production Bunker or not

2. The Supplier shall ensure it is able to trace all materials to the source and can provide documentation of said materials, whether requested by Production Bunker or not

3. The Supplier may from time to time be requested to authenticate the source of the materials depending on the nature of the use of the material(s) by Production Bunker

9. No Clause within this Agreement shall she deemed to, or is intended to establish any Partnerships, joint Ventures between the Parties, constitute one Party is an agent of the other Party and/or authorise either Party to make and/or enter into any commitments for or on behalf of the other Party

10. By Virtue of the Contracts (Rights of Third Parties), No Third Party shall have any rights under this Agreement, or in connection to this Agreement

29. Jurisdiction

1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

2. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales

30. Entire Agreement

1. This Agreement constitutes the entire Agreement agreed between both parties as to the terms of Purchase

2. No variation to this Agreement shall be accepted, unless agreed by both parties in writing and the Agreement amended to suit