1. Interpretation  

1.1 Definitions: Business Day: a day other than a Saturday, Sunday or public holiday in England,  when banks in London are open for business; Business Hours: the period from 9.00 am to 5.00  pm on any Business Day; Conditions: the terms and conditions set out in this document as  amended from time to time in accordance with clause 15.4; Contract: the contract between the  Customer and the Supplier for the sale and purchase of the Goods in accordance with these  Conditions; Customer: OBEX PROTECTION LTD, a company registered in England and Wales,  with company number 09157067 and registered office and place of business at Unit 5, St Modwen Park, Norton Road, Broomhall, Worcester WR5 2QR; Customer Materials: has the meaning  set out in clause 8; Delivery Date: the date specified in the Order, or, if none is specified, within  10 Business Days of the date of the Order; Delivery Location: the address for delivery of Goods  as set out in the Order; Goods: the goods (or any part of them) set out in the Order; Intellectual  Property Rights means copyright, rights related to copyright such as moral rights and performers  rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets,  trade marks, geographical indications, service marks, trade names, design rights, rights in get up, database rights, databases, approvals, utility models, domain names, business names, rights  in computer software, the right to sue for infringement, unfair competition and passing off, and  all similar rights of whatever nature wherever in the world arising and, in each case: (a) whether  registered or not; (b) including any applications to protect or register such rights; (c) including all  renewals and extensions of such rights or applications; (d) whether vested, contingent or future;  and (e) wherever existing; Mandatory Policies: the Customer’s business policies available at  OBEX Policies; Order: the Customer’s order for the Goods, as set out in the Customer’s purchase  order form or in the Customer’s written acceptance of the Supplier’s quotation, as the case may  be; Specification: any specification for the Goods, including any related plans and drawings,  agreed in writing by the Customer and the Supplier; Supplier: the person or firm from whom the  Customer purchases the Goods; Works: all records, reports, documents, papers, drawings,  designs, transparencies, photos, graphics, logos, typographical arrangements, software  programs, inventions, ideas, discoveries, developments, improvements or innovations and all  materials embodying them in whatever form, including but not limited to hard copy and  electronic form, prepared by the Supplier in connection with development of any Goods to the  Customer’s specification.  

1.2 Interpretation: a person includes a natural person, corporate or unincorporated body (whether  or not having separate legal personality); a reference to a party includes its personal  representatives, successors and permitted assigns; a reference to legislation or a legislative  provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative  provision includes all subordinate legislation made under that legislation or legislative provision;  any words following the terms including, include, in particular, for example or any similar  expression shall be interpreted as illustrative and shall not limit the sense of the words  preceding those terms; a reference to writing or written includes fax and email.  

2. Basis of contract  

2.1 These Conditions apply to the Contract on and from 24 May 2022 to the exclusion of any other  terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade  custom, practice or course of dealing.  

2.2 An Order constitutes an offer by the Customer to purchase the Goods in accordance with these  Conditions.  

2.3 An Order shall be deemed accepted on the earlier of: (a) the Supplier issuing a written  acceptance of the Order; and (b) the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.  

2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon,  delivered with or contained in any documents of the Supplier that is inconsistent with these  Conditions.  

3. The Goods  

3.1 The Supplier warrants and represents that the Goods: (a) correspond with their description and  any applicable Specification; (b) are of satisfactory quality (within the meaning of the Sale of  Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier  by the Customer expressly or by implication, and in this respect the Customer relies on the  Supplier’s skill and judgement; (c) where they are manufactured products, are free from defects  in design, material and workmanship and remain so for 12 months after delivery or the  Supplier’s or manufacturer’s warranty period, whichever is the later; and (d) comply with all  applicable statutory and regulatory requirements relating to the manufacture, labelling,  packaging, storage, handling and delivery of the Goods.  

3.2 The Supplier must at all times it has and maintains all the licences, permissions, authorisations,  consents and permits that it needs to carry out its obligations under the Contract.  3.3 The Customer may inspect and test the Goods at any time before delivery. The Supplier shall  remain fully responsible for the Goods despite any such inspection or testing and any such  inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the  Contract.  

3.4 If following such inspection or testing the Customer considers that the Goods do not conform or  are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform  the Supplier and the Supplier shall immediately take such remedial action as is necessary to  ensure compliance.  

3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its  remedial actions.  

4. Delivery  

4.1 The Supplier shall ensure that: (a) the Goods are properly packed and secured in such manner as  to enable them to reach their destination in good condition; (b) each delivery of the Goods is  accompanied by a delivery note which shows the date of the Order, the Order number (if any),  the type and quantity of the Goods (including the code number of the Goods, where applicable),  special storage instructions (if any) and, if the Goods are being delivered by instalments, the  outstanding balance of Goods remaining to be delivered; and (c)I f the Supplier requires the  Customer to return any packaging material to the Supplier, that fact is clearly stated on the  delivery note. Any such packaging material shall be returned to the Supplier at the Supplier’s  cost. 

4.2 The Supplier shall deliver the Goods: (a) on the Delivery Date; (b) at the Delivery Location; and  (c) during the Customer’s normal business hours, or as instructed by the Customer, and for the  purposes of this clause time shall be of the essence.  

4.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the  Delivery Location.  

4.4 If the Supplier:  

(a) delivers less than 95% of the quantity of Goods ordered, the Customer may reject the  Goods; or  

(b) delivers more than 105% of the quantity of Goods ordered, the Customer may at its  discretion reject the Goods or the excess Goods and any rejected Goods shall be  returnable at the Supplier’s risk and expense. 

If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer  accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.  4.5 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written  consent. Where it is agreed that the Goods are to be delivered by instalments, they may be  invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time,  or any defect in Goods in an instalment shall entitle the Customer to the remedies set out in  clause 5 and clause 9.  

5. Customer remedies  

5.1 If the Goods are not delivered on the Delivery Date, or do not comply with the warranties,  representations and other obligations (in each case as set out in clause 3.1), then, without  limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the  Customer may exercise any one or more of the following rights and remedies: (a) to terminate  the Contract; (b) to reject the Goods (in whole or in part) and return them to the Supplier at the  Supplier’s own risk and expense; (c) to require the Supplier to repair or replace the rejected  Goods, or to provide a full refund of the price of the rejected Goods if already paid); (d) to  refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; (e)  to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods  from a third party; and (f) to claim damages for any other costs, loss or expenses incurred by the  Customer which are in any way attributable to the Supplier’s failure to carry out its obligations  under the Contract.  

5.2 If the Goods are not delivered on the Delivery Date the Customer may, at its option, claim or  deduct by way of liquidated damages 5% of the price of the Goods for each week’s delay in  delivery until the earlier of delivery or termination or abandonment of the Contract by the  Customer, up to a maximum of 40% of the total price of the Goods. If the Customer exercises its  rights under this clause 5.2, it shall not be entitled to any of the remedies set out in clause 5.1 in  respect of the Goods’ late delivery (but such remedies shall be available in respect of the Goods’  condition). 

5.3 These Conditions shall apply to any repaired or replacement Goods the Supplier supplies.  5.4 The Customer’s rights and remedies under these Conditions are in addition to its rights and  remedies implied by statute and common law.  

5.5 This clause 5 is without prejudice to clause 9  

6. Title and risk  

Title and risk in the Goods shall pass to the Customer on completion of delivery.  7. Price and payment  

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price  set out in the Supplier’s published price list in force as at the date the Contract came into  existence.  

7.2 The price of the Goods: (a) excludes amounts in respect of value added tax (VAT), which the  Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the  receipt of a valid VAT invoice; and (b) includes the costs of packaging, insurance and carriage of  the Goods.  

7.3 No extra charges shall be effective unless agreed in writing with the Customer.  7.4 The Supplier may invoice the Customer for price of the Goods plus VAT at the prevailing rate (if  applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the  invoice includes the date of the Order, the invoice number, the Customer’s order number, the  Supplier’s VAT registration number and any supporting documents that the Customer may  reasonably require. 

7.5 The Customer shall pay correctly rendered invoices on or by 60 days of receipt of the invoice (or  by the date set out on this invoice, if earlier), making payment shall be made to the bank  account the Supplier nominates in writing.  

7.6 If a party fails to make any payment due to the other party under the Contract by the due date  for payment, then the defaulting party shall pay interest on the overdue sum from the due date  until payment of the overdue sum, whether before or after judgment. Interest under this clause  will accrue each date at 4% a year above the Bank of England’s base rate from time to time, but  at 4% a year for any period when the base rate is below 0%. Where a payment is disputed in  good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be  due, from the date after the dispute is resolved until payment.  

7.7 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier  to the Customer against any liability of the Customer to the Supplier, whether either liability is  present or future, liquidated or unliquidated, and whether or not either liability arises under the  Contract. If the liabilities to be set off are expressed in different currencies, the Customer may  convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by  the Customer of its rights under this clause shall not limit or affect any other rights or remedies  available to it under the Contract or otherwise.  

8. Customer materials  

8.1 The Supplier acknowledges that all materials, equipment and tools, drawings, specifications, and  data supplied by the Customer to the Supplier (Customer Materials) and all rights in the  Customer Materials are and shall remain the exclusive property of the Customer. The Supplier  shall keep the Customer Materials in safe custody at its own risk, maintain them in good  condition until returned to the Customer and not dispose or use the same other than in  accordance with the Customer’s written instructions or authorisation.  

8.2 Where the Supplier develops Goods to the specification of the Customer, such Goods shall be  deemed to be Customer Material and all Intellectual Property rights in such Goods and the  Goods associated Works shall vest in the Customer. The Customer grants a non-exclusive and  non-assignable licence, for so long as the Supplier continues to supply the Customer with the  Goods to which such Intellectual Property Rights relate, to the Supplier to use such Intellectual  Property Rights for the sole purpose of supplying the Customer.  

9. Indemnity  

The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and  losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss  of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and  all other reasonable professional costs and expenses) suffered or incurred by the Customer as a  result of or in connection with: (a) any claim made against the Customer for actual or alleged  infringement of a third party’s intellectual property rights arising out of or in connection with  the manufacture, supply or use of the Goods; (b) any claim made against the Customer by a  third party for death, personal injury or damage to property arising out of or in connection with  defects in Goods, to the extent that the defects in the Goods are attributable to the acts or  omissions of the Supplier, its employees, agents or subcontractors; and (c) any claim made  against the Customer by a third party arising out of or in connection with the supply of the  Goods, to the extent that such claim arises out of the breach, negligent performance or failure  or delay in performance of the Contract by the Supplier, its employees, agents or  subcontractors. This clause 9 shall survive termination of the Contract.  

10. Insurance  

During the term of the Contract and for a period of three years thereafter, the Supplier shall  maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise  under or in connection with the Contract, and shall, on the Customer’s request, produce both  the insurance certificate giving details of cover and the receipt for the current year’s premium in  respect of each insurance.  

11. Confidentiality  

11.1 Each party undertakes that it shall not at any time during the Contract and for a period of two  years after termination or expiry of the Contract, disclose to any person any confidential  information concerning the business, assets, affairs, customers, clients or suppliers of the other  party, except as permitted by clause 11.2.  

11.2 Each party may disclose the other party’s confidential information: (a) to its employees, officers,  representatives, contractors, subcontractors or advisers who need to know such information for  the purposes of exercising the party’s rights or carrying out its obligations under the Contract.  Each party shall ensure that its employees, officers, representatives, contractors, subcontractors  or advisers to whom it discloses the other party’s confidential information comply with this  clause 11; and (b) as may be required by law, a court of competent jurisdiction or any  governmental or regulatory authority.  

11.3 Neither party shall use the other party’s confidential information for any purpose other than to  exercise its rights and perform its obligations under or in connection with the Contract. 

12. Compliance with relevant laws and policies  

In performing its obligations under the Contract, the Supplier shall: (a) comply with all applicable  laws, statutes, regulations [and codes] from time to time in force; and (b) comply with the  Mandatory Policies. The Customer may immediately terminate the Contract for any breach of  clause 12.  

13. Termination  

13.1 The Customer may terminate the Contract in whole or in part at any time before delivery of the  Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall  discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable  compensation for any work in progress on the Goods at the time of termination, but such  compensation shall not include loss of anticipated profits or any consequential loss.  

13.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with  immediate effect by giving written notice to the Supplier if: (a) the Supplier commits a material  breach of any term of the Contract and (if such a breach is remediable) fails to remedy that  breach within 10 Business Days days of the Supplier being notified in writing to do so; (b) the  Supplier takes any step or action in connection with its entering administration, provisional  liquidation or any composition or arrangement with its creditors (other than in relation to a  solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by  order of the court, unless for the purpose of a solvent restructuring), having a receiver  appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in a  jurisdiction other than England and Wales, in connection with any analogous procedure in the  relevant jurisdiction; (c) the Supplier takes any step or action in connection with the Supplier  being made bankrupt, entering any composition or arrangement with its creditors, having a  receiver appointed to any of its assets, or ceasing to carry on business or if the step or action is  taken in a jurisdiction other than England and Wales, in connection with any analogous  procedure in the relevant jurisdiction; (d) the Supplier suspends, or threatens to suspend, or  ceases or threatens to cease to carry on all or a substantial part of its business; or (e) the  Supplier’s financial position deteriorates so far as to reasonably justify the opinion that its ability  to give effect to the terms of the Contract is in jeopardy. 

13.3 On termination of the Contract, the Supplier shall immediately return all Customer Materials. If  the Supplier fails to do so, then the Customer may enter the Supplier’s premises and take  possession of them. Until they have been returned or delivered, the Supplier shall be solely  responsible for their safe keeping and will not use them for any purpose not connected with the  Contract.  

13.4 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights  and remedies that have accrued as at termination or expiry, including the right to claim  damages in respect of any breach of the Contract which existed at or before the date of  termination or expiry. Any provision of the Contract that expressly or by implication is intended  to come into or continue in force on or after termination [or expiry] of the Contract shall remain  in full force and effect.  

14. Force majeure  

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the  performance of its obligations if such delay or failure results from events, circumstances or  causes beyond its reasonable control (a force majeure event), provided that the affected party  has notified the other party that a force majeure event is occurring and provided the date on  which such force majeure event started. The time for performance of such obligations shall be  extended accordingly. If the period of delay or non-performance continues for fifteen Business  Days from the notified date, the party not affected may terminate the Contract by giving ten  Business Days’ written notice to the affected party. 

15. General  

15.1 Assignment and other dealings. (a) The Customer may at any time assign, transfer, mortgage,  charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of  its rights or obligations under the Contract. (b) The Supplier may not assign, transfer, mortgage,  charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or  obligations under the Contract without the prior written consent of the Customer.  

15.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the  Contract without the prior written consent of the Customer. If the Customer consents to any  subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and  omissions of its subcontractors as if they were its own.  

15.3 Entire agreement. (a) The Contract constitutes the entire agreement between the parties. (b)  Each party acknowledges that in entering into the Contract it does not rely on any statement,  representation, assurance or warranty (whether made innocently or negligently) that is not set  out in the Contract. 

15.4 Variation. Except as set out in these Conditions, no variation of the Contract, including the  introduction of any additional terms and conditions, shall be effective unless it is agreed in  writing and signed by the Customer. 

15.5 Waiver. (a) Except as set out in clause 2.4, a waiver of any right or remedy is only effective if  given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or  failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or  any other right or remedy, nor shall it prevent or restrict the further exercise of that or any  other right or remedy.  

15.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or  unenforceable, it shall be deemed deleted, but that shall not affect the validity and  enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted  under this clause 15.6 the parties shall negotiate in good faith to agree a replacement provision  that, to the greatest extent possible, achieves the intended commercial result of the original  provision.

15.7 Notices. Any notice given to a party under or in connection with the Contract shall be in writing  and shall be: delivered by hand or by pre-paid first-class post or other next working day delivery  service at its registered office (if a company) or its principal place of business (in any other case);  or sent by email to the normal point of contact between the parties following addresses (or an  e-address substituted in writing by the party to be served). Any notice shall be deemed to have  been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if  sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the  second Business Day after posting; or (c) if sent by email, at the time of transmission, or, if this  time falls outside Business Hours in the place of receipt, when Business Hours resume. This  clause does not apply to the service of any proceedings or other documents in any legal action  or, where applicable, any arbitration or other method of dispute resolution.  

15.8 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of  Third Parties) Act 1999 to enforce any term of the Contract. 

15.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or  claims) arising out of or in connection with it or its subject matter or formation, shall be  governed by and construed in accordance with the law of England and Wales. 

15.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have  exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)  arising out of or in connection with the Contract or its subject matter or formation.