GENERAL TERMS OF SALES
1.

BACKGROUND

been agreed, be calculated from the time of payment. If Polygiene hasreason to believe that delivery cannot be made on the calculated timeof delivery, Polygiene shall inform the Customer accordingly and advise when delivery is expected to be effected.

1.1. In these general terms of sale, (the “General Terms”), “Polygiene”
means the Swedish company Polygiene Group AB, reg. no. 5566924287. The “Customer” refers to any company, companies or persons
ordering or purchasing products or services from Polygiene regardless 5.2. If a delivery is delayed by more than six weeks, the Customer may, inwriting, to order@polygiene.com, request delivery within a reasonableof for what reason. Polygiene and the Customer are jointly referred toand final period of time, which may not be shorter than one week. If
as the “Parties” and each being as a “Party”.
Polygiene is unable to deliver within the requested period, and this is1.2. These General Terms shall apply to all sales and deliveries of Products
not subject to any circumstances attributable to the Customer, the(defined below) from Polygiene to the Customer. These General
Customer shall have the right to cancel the order for the delayed ProdTerms constitute an integral part of any agreement between Polygieneucts.
and the Customer (the “Agreement”).
5.3. If Polygiene has informed the Customer of a new expected date of
1.3. No exemption, waiver or modification of the Agreement shall bedelivery in accordance with Clause 5.1 above, extending the calculated
binding on Polygiene unless explicitly agreed upon in writing andtime of delivery with more than six weeks, the Customer is entitled tosigned by a duly authorized representative of Polygiene. Any generalcancel the order, provided that the cancellation is made in writing, toterms introduced or referred to by the Customer shall only apply iforder@polygiene.com, within five days from the time Polygiene inapproved by Polygiene in writing.
formed the Customer of the new calculated time of delivery. Should
1.4. In case of any contradiction between any terms of the Agreement andthe Customer not cancel the order within such time, the time of deany terms in these General Terms, the terms of the Agreement shalllivery stated by Polygiene shall be considered as the new calculated
prevail. In case of any contradiction between any terms of the Agreetime of delivery.
ment or these General Terms and any terms of any other document
5.4. Any price paid by the Customer for duly cancelled orders shall be rebeing part of the Agreement, the terms of the Agreement or these
funded by Polygiene. The Customer’s right to cancel orders in accordGeneral Terms shall prevail, unless explicitly agreed otherwise in writance with the provisions in Clauses 5.2 and 5.3 above constitutes theing by the Parties with reference to these General Terms.
only remedy which the Customer shall have the right to exercise in theevent of delayed delivery. The Customer shall not be entitled to dam2. PRODUCTS
ages, penalties, remuneration or other compensation in connection
2.1. The “Products” referred to in these General Terms means items andwith any delay or cancellation of order.
services sold, delivered or otherwise made available by Polygiene, including but not limited to those specified in the Agreement. Specifi- 6.
PRICES
cations, formulations, measures, weights, prices and other information
6.1. Unless agreed otherwise, the prices for the Products and any services
being part of Polygiene’s catalogues, brochures, advertisements, circuare according to Polygiene’s current price list. Polygiene shall have thelars or data sheets are not binding upon Polygiene and may not beright to change the price list at any time. Such price changes shall apply
relied upon by the Customer, unless included in the Agreement withfor orders placed after implementation of the change.
an express acceptance from Polygiene in regard to such reliance.
6.2. All prices are quoted excluding VAT and any other taxes, fees and3. ORDERS AND OFFERS
transportation costs. Such taxes, fees and costs shall be paid by the
Customer in addition to the stated prices for the Products.
3.1. The Customer may place orders with Polygiene for Products. An order is binding on Polygiene once it has been confirmed by Polygiene 6.3. Should, after Polygienes confirmation of an order, Polygiene’s costs
in writing. Unless agreed otherwise, Polygiene may choose freely tofor manufacturing, selling or delivering any Products increase due toconfirm or refuse an order placed by the Customer.
changes in exchange rates, taxes, duties or other governmental charges
3.2. The Customer is responsible for obtaining all permits and approvals
necessary for the import, sale and stocking of the Products and for the
performance of the Agreement, before the Customer orders or purchases products from Polygiene.
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4.

DELIVERY

4.1. Unless otherwise agreed in writing by Polygiene, the delivery terms
shall be FCA (FCA, Incoterms 2020).
4.2. Upon delivery, the Customer shall inspect the Products delivered andensure that the quantities delivered correspond with the quantities ordered.
4.3. Should the delivered quantity of Products deviate from the quantity 7.
ordered by the Customer, the Customer shall without delay but not 7.1.
later than within five work days notify Polygiene in writing, to order@polygiene.com, thereof. Should the Customer neglect to make acomplaint in accordance with the provisions above the Customer shalllose the right to exercise any remedies with respect to the quantity
deviation.

5.

DELAYED DELIVERYor due to any material and unforeseen cost increases for materials,
wages or insurance, Polygiene shall have the right to change the pricefor the Products accordingly. Such price changes shall apply for any
Products delivered after the implementation of the price change, irrespective of any separate agreement on price and irrespective of when
the order was made. However, Polygiene shall without undue delay
notify the Customer of such price increases and the Customer shall beentitled to cancel any orders affected by the price increase to the extent that the order has not yet been delivered, provided that such cancellation is made by written notice to Polygiene within three days from
Polygiene’s notification.

PAYMENTThe Customer’s payment for Products shall, unless agreed otherwise,
be made within 30 days of invoice and if so explicitly requested by
Polygiene prior to Polygiene’s shipping of Products. Payment shall,unless agreed otherwise, be made in such currency as instructed by
Polygiene from time to time. Payment shall be considered to havebeen effected when Polygiene has received full payment in availablebank funds for the Products, without the right for payment by set-off
or deduction.

5.1. Any time of delivery stated by Polygiene is Polygiene’s best estimateof a calculated time of delivery. Time of delivery stated by Polygiene 7.2. The Parties may agree on other terms of payment than prepayment inaccordance with Clause 7.1 above. Should, in such case and before
shall, unless payment terms deviating from these General Terms havecompletion of delivery, Polygiene reasonably suspect that the Customer will not duly fulfil its obligation to make payment, Polygiene
shall have the right, without any liabilities towards the Customer, towithhold delivery and/or annul the order, unless the Customer provides a payment guarantee satisfactory to Polygiene.

costs incurred in connection with returning the Products to Polygiene.
The Customer shall have no right, without Polygiene’s prior writtenconsent, to discard any Products which have been notified as defective
to Polygiene, or to let any third party do so.

9.

PRODUCT LIABILITY

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7.3. Payment in due time is of the utmost importance to Polygiene for9.1. Polygiene shall not be liable against the Customer for any damage or
which reason any delayed payment shall be considered a material
injury that the Products may cause to persons or property after thebreach of contract. Upon delayed payment, interest on arrears will be
Products have been delivered, except when the damage or injury is
charged at an interest rate of 3 (three) percent per initiated month until
due to gross negligence or wilful misconduct on the part of Polygiene.
full payment is made. Furthermore, Polygiene shall have the right to
Nor shall Polygiene be liable for any damage to property on products
withhold deliveries of Products to the Customer, demand that acmanufactured by the Customer, or to products of which the Products
ceptable securities be provided, and amend the terms of payment andform part.
any credit limit.
9.2. The Customer shall without delay and in writing, to order@poly8. WARRANTY
giene.com, notify Polygiene of any product liability demands imposed
8.1. Polygiene warrants that the Products will in all material aspects correupon the Customer in relation to the Products.
spond with any product specifications or Product features explicitly
10. INTELLECTUAL PROPERTY RIGHTS
stated in the Agreement. This warranty covers defects existing at thetime when the risk for the Products passed over to the Customer and 10.1. Polygiene or Polygiene’s licensor shall own all intellectual property
rights relating to the Products including but not limited to patents,
for the period of six (6) months. All warranties are non-transferrable
trade secrets, trademarks, protection of design and copyrights. The
and thus only apply to the Customer.
Customer shall not acquire any intellectual property rights to the Prod8.2. UNLESS EXPLICITLY STIPULATED IN THE AGREEMENT,
ucts by means of the Agreement. To the extent not initially owned by
NO OTHER REPRESENTATION OR WARRANTY ON THE
Polygiene, the Customer hereby irrevocably assigns and transfers toPART OF POLYGIENE, EXPRESS OR IMPLIED, INCLUDING,
Polygiene any intellectual property that arises or is obtained or develWITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
oped as a result of the activities performed by a Party under the AgreeMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURment. The Customer guarantees that intellectual property assigned
POSE AND/OR ANY OTHER WARRANTY AS TO THE
and transferred to Polygiene is free from all encumbrances.
QUANTITY, QUALITY, KIND, CHARACTER OR CONDITION OF ANY PRODUCTS OR THE ADEQUACY OF ANY 10.2. For the term of, and subject to the Customer’s proper fulfilment of,
the Agreement, Polygiene grants to the Customer the limited rights
WARNINGS CONCERNING THE POSSESSION, HANDLING,
and license to use Polygiene’s intellectual property as is necessary to
STORAGE, TRANSPORTATION, USE OR OTHER DISPOSIenable the Customer to exercise its rights and perform its obligations
TION OF MATERIAL, WHETHER USED SEPARATELY OR
under the Agreement, and to ultimately use and incorporate the intelWHEN INCORPORATED INTO OTHER PRODUCTS, SHALL
lectual property to the Products as explicitly set out in the Agreement.
APPLY TO ANY PRODUCTS DELIVERED BY POLYGIENE
The Customer shall, subject to the limitations provided above, be perTO THE CUSTOMER; ALL SUCH WARRANTIES BEING
mitted to grant sub-licenses to partners, distributors, resellers, customHEREBY DISCLAIMED.
ers and end users for the intended purpose and use explicitly set out
8.3. POLYGIENE SHALL NOT BE LIABLE FOR ANY DEFECTS
in the Agreement and with all functionalities as the Products have or
IN THE PRODUCTS DUE TO (I) ANY MATERIAL, PROCESS
at least as described in the Product Specifications. For the avoidance
OR OTHER MEASURE SUPPLIED OR SUGGESTED BY THE
of doubt, this limited license does not include a right for the Customer
CUSTOMER; (II) FAILURE OF THE CUSTOMER (OR ITS EMto manufacture or otherwise duplicate the Products. Upon notice of
PLOYEES OR CUSTOMERS) TO COMPLY WITH LAWS, REGtermination of the Agreement, this limited license from Polygiene to
ULATIONS OR APPLICABLE STANDARDS GOVERNING
the Customer will automatically and immediately terminate, save for
THE USE, HANDLING OR STORAGE OF THE PRODUCTS
already delivered Products.
OR WITH ANY MATERIAL SAFETY DATA SHEETS OR
OTHER DOCUMENTATION ABOUT THE PRODUCTS PRO- 10.3. The Customer shall immediately and in writing notify Polygiene if athird party addresses any claim towards the Customer due to a ProdVIDED OR REFERRED TO BY POLYGIENE; (III) TRANSuct infringing or is claimed to infringe a third party’s intellectual propPORTATION FOR WHICH POLYGIENE IS NOT RESPONSIerty right.
BLE; (IV) ALTERATION, MISUSE, NEGLIGENCE OR ACCIDENT AFTER DELIVERY BY POLYGIENE; OR (V) NORMAL 10.4. The Customer shall use the Products at the Customer’s own risk.
WEAR AND TEAR.
However, should the use of Products delivered by Polygiene conclusively constitute infringement of third party intellectual property
8.4. The Customer must notify Polygiene in writing of any claims withinrights, Polygiene shall at its own expense and at its own discretion
30 days from the discovery of any circumstance or grounds for such
either (i) ensure the Customer’s right to continue to use the Product,
claim or, if this is earlier, within 30 days from the date when such(ii) substitute the Product with an equivalent non-infringing Product,circumstance or grounds should reasonably have been discovered. Ifor (iii) repay the original purchase price paid by the Customer for thethese conditions are not fulfilled, Polygiene shall not be liable and theProduct. Polygiene shall have no liability towards the Customer for
Customer shall not be entitled to exercise any remedies against Polycosts or damages resulting from any infringement of third party intelgiene.
lectual property rights caused by any use of the Products by the Cus8.5. Provided that the Customer has given notice in accordance withtomer or any third party.
Clause 8.4, Polygiene obliges itself to, at its own discretion and within
60 days of the Customer’s notice, either substitute the defective Prod- 11. INDEMNITY
uct or credit the Customer for such portion of the purchase price reThe Customer agrees to indemnify, hold harmless, and defend Polyceived by Polygiene as may be reasonable considering the defect ingiene, from any and all liabilities (including product liability and liabilquestion. If Polygiene decides to substitute the Product, Customer
ity for infringements of third party intellectual property), losses, damshall hold the Product on account of Polygiene until Polygiene decides
ages, costs, claims or lawsuits (including reasonable legal costs), settlewhether to return or discard the defect Product. Polygiene shall carryments, judgement amounts and expenses, arising out of the Custhe costs for any return of defective Products. If Polygiene determines
tomer’s use of the Products, whether such liabilities, claims or lawsuitsthat the Products are not defect or that Polygiene is not liable for the
result from negligent acts or omissions of the Customer, or otherwise,
defect, the Products shall be returned to the Customer in accordance
for the use of the Products by the Customer or by a third party eitherwith Clause 4 above or scrapped locally by Polygiene, whichever the
separately or in combination with other products
Customer requests and the Customer shall reimburse Polygiene for2(4)other purpose than the Party’s performance of its obligations according to the Agreement. Notwithstanding the above, Polygiene shall
The Products may not, unless agreed otherwise, be used in any medihave the right to disclose that the Customer is a customer of Polygiene
cal, life-saving or life sustaining systems, transportation systems, nuin its marketing activities.
clear systems, aviation systems, production control or production
monitoring, or for other purposes where failure of the Products could 15.2. Such confidentiality shall not apply to information which the Party
can show became known to it otherwise than through the Parties’
lead to production standstill, personal injury or death. The Customer
business relation or which is publicly known. Nor shall such confidenwill indemnify, defend and hold Polygiene harmless from all claims
tiality apply when a Party is required to disclose such information byarising out of any such matters.
law or any governmental or other regulatory authority.

12. RESTRICTION OF USE

13. LIMITATION OF LIABILITY

13.1. POLYGIENE’S LIABILITY FOR ANY DEFECTS, NON-CONFORMANCES, QUANTITY DEVIATIONS, DELAYS AND
OTHER BREACHES OF CONTRACT SHALL BE LIMITED TO
WHAT IS EXPRESSLY STATED IN THESE GENERAL TERMS.
THE CUSTOMER SHALL HAVE NO RIGHT TO RESORT TO
ANY OTHER REMEDIES THAT MAY BE AVAILABLE UNDER CONTRACT OR LAW, INCLUDING WITHOUT LIMITATION UNDER THE SWEDISH SALE OF GOODS ACT(1990:931). POLYGIENE’S AGGREGATE LIABILITY FORANY DAMAGE OR LOSS OF ANY KIND (REGARDLESS OF
HOW IT WAS CAUSED AND INCLUDING ANY DAMAGE OR
LOSS CAUSED BY NEGLIGENCE) UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO (I)AN AMOUNT EQUAL TO THE PRICE PAID BY THE CUSTOMER FOR THE PRODUCTS DELIVERED BY POLYGIENE
DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDINGTHE CLAIM OR (II) SEK FIVE MILLION, WHICHEVER IS
LESS.

15.3. A Party shall return any confidential information upon request by theother Party.

16. PROCESSING OF PERSONAL DATA
Polygiene processes personal data in accordance with its privacy policy, available at http://polygiene.com/privacypolicy/. If Polygiene, according to the Agreement, is to process data on behalf of the Customer, the Parties shall procure that a data processing agreement isconcluded.

17. SUBCONTRACTORS
Polygiene shall have the right to engage a subcontractor to fulfil its
obligations under the Agreement. If Polygiene engages a subcontractor, Polygiene shall be liable for such sub-contractor’s performance as
for its own obligations.

18. TERM AND TERMINATIONS
18.1. The Agreement shall commence on the date when it has been duly
executed by both Parties and shall (subject to earlier termination pursuant to Clauses 18.2 and 18.3 unless otherwise agreed between theParties) remain in full force in accordance with the Agreement. If terminated by either Party in accordance with this Clause, Polygiene shalldeliver, and the Customer shall pay for, Products ordered prior to termination becoming effective.

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13.2. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF
CONTRACT OR WARRANTY, NEGLIGENCE, FAILURE TO
WARN OR TEST, STRICT LIABILITY, OR UNDER ANYOTHER LEGAL THEORY, SHALL POLYGIENE BE LIABLE
FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES OR LOSSES 18.2. Each Party shall have the right to terminate the Agreement by giving
WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSS
written notice to that effect to the other Party (i) if the other Party
OF PROFITS, LOSS OF SAVINGS, LOSS OF REVENUES, LOSS
should commit a material breach of contract and neglect to remedy
OF INTEREST, LOSS OF INVESTMENTS, LOSS OF GOODsuch breach of contract within 30 days after receipt of notice to that
WILL, LOSS OF DATA, DOWNTIME OR STANDSTILL COSTS,
effect, or (ii) if the other Party should declare itself insolvent, enter
OR CLAIMS OF CUSTOMERS.
into liquidation, be declared bankrupt, initialize company reorganization, enter into composition proceedings or otherwise be considered
13.3. Nothing in these General Terms shall exclude or limit the liability of
as insolvent. The notice of termination shall be given without delay
either Party for death or personal injury caused by a Party’s negligenceonce the breach of contract becomes known or should have become
or for fraud or fraudulent misrepresentation or for any other liability
known to the aggrieved Party.
to the extent that the same may not be excluded or limited under applicable law.
18.3. In addition to the provisions stated above, Polygiene shall at all times
have the right to terminate the Agreement with immediate effect if (i)14. FORCE MAJEURE
the Customer has delayed payments (unless reasonably disputed), (ii)
If and to the extent that Polygiene’s performance of its obligations
the ownership of the Customer is essentially changed, (iii) the Cusunder the Agreement is made unreasonably onerous or is impeded bytomer commits a breach of the provisions under Clause 12 above, or
circumstances beyond its reasonable control and which Polygiene(iv) the Customer takes any actions that would be obviously detricould not reasonably have been expected to have taken into accountmental to the market reputation of Polygiene.
or overcome and whose consequences Polygiene could neither haveavoided nor overcome the effects of, including e.g. general labour dis- 19. MISCELLANEOUS
putes, war, fire, lightning, acts of terrorism, natural disasters, re- 19.1. The Customer may not assign nor transfer any part of its rights orstrictions in energy supplies, amendments to regulations issued by
obligations under the Agreement without the prior written consent ofgovernmental authorities, intervention by governmental authorities
Polygiene. Polygiene may assign or transfer its rights without reand faults or delays in services by subcontractors caused by any such
striction to any wholly owned or controlled corporate entity.
circumstances referred to in this Clause, Polygiene shall be released
19.2. The Parties are independent legal entities that act and trade under theirfrom liability for the fulfilment of such obligations. If Polygiene inown names, for their own accounts and on their own risks. A Party
tends to claim relief by reason of any such circumstance as referred to
may in no respect represent the other Party or enter into any agreein this Clause, Polygiene shall without undue delay notify the Cusments or other commitment on the other Party’s behalf.
tomer in writing accordingly. If Polygiene’s performance is materiallyprevented for more than three months as a result of any circumstance 20. DISPUTES AND APPLICABLE LAW
as referred to in this Clause, the Customer shall be entitled to cancel 20.1. The Agreement, including these General Terms, and any non-contracany affected order in writing with immediate effect.
tual obligations arising out of or in connection with it shall be gov-

15. CONFIDENTIALITY

15.1. Neither Party shall for the term of the Agreement and thereafter, without the other Party’s written consent, disclose any information to athird party (whether oral or written or in visual, electronic or tangibleform) regarding or otherwise relating to the other Party’s affairs orother business matters or otherwise use such information for any
3(4)erned by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of
the laws of any other jurisdiction. The provisions contained in the
United Nations Convention on the International Sale of Goods or the
Act (1987:822) on International Sales of Goods shall not apply.

20.2. Any dispute, controversy or claim arising out of or in connection with 20.3. All arbitral proceedings conducted pursuant to Clause 20.2 all inforthis contract, or the breach, termination or invalidity thereof, shall bemation disclosed and all documents submitted or issued by or on befinally settled by arbitration administered by the Arbitration Institutehalf of any of the disputing Parties or the arbitrators in any such proof the Stockholm Chamber of Commerce (the “SCC”). The Rules for
ceedings as well as all decisions and awards made or declared in the
Expedited Arbitrations shall apply, unless the SCC in its discretion
course of any such proceedings shall be kept strictly confidential anddetermines, taking into account the complexity of the case, themay not be used for any other purpose than these proceedings or theamount in dispute and other circumstances, that the Arbitration Rules
enforcement of any such decision or award nor be disclosed to any
shall apply. In the latter case, the SCC shall also decide whether thethird party without the prior written consent of the Party to which the
Arbitral Tribunal shall be composed of one or three arbitrators. The
information relates or, as regards to a decision or award, the priorseat of arbitration shall be Malmö, Sweden. The language to be used
written consent of all the other disputing Parties.
in the arbitral proceedings shall be English, unless otherwise agreed
by the Parties.

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4(4)Terms & Conditions
1. Interpretation
In these Terms:“ADDMASTER” means Addmaster (UK) Limited (registered number 03947927) whose registered office is situate at Darfin House, Priestly Court,
Staffordshire Technology Park, Stafford, ST18 OAR;
“Buyer” means the person, firm or company whose Written order for the Goods and/or Services is accepted by ADDMASTER;“Carrier” means a firm or company who have been instructed by ADDMASTER to deliver the Goods in accordance with the Contract to the Buyer;“Goods” means the goods (including any instalment of the goods or any parts for them) which ADDMASTER is to supply in accordance with theseTerms;“Confidential Information” means information disclosed by one party to the other in connection with the Contract (whether orally, in writing or any
other medium and whether or not the information is expressly stated to be confidential);“Contract” means the contract for the sale and purchase of the Goods and/or Services;“IPR” means any and all rights in any copyrights, patents, trademarks, service marks, designs (and rights to apply for any of those rights), trade,business and company names, internet domain names and e-mail addresses, database rights, know-how and any similar rights;“Order Confirmation” means an order confirmation from ADDMASTER accepting the Buyer’s order;“Services”means the services (or any part thereof) including but not limited to technical advice or assistance which ADDMASTER is to supply inaccordance with these Terms;“Terms” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in
Writing between the Buyer and ADDMASTER;“Quotation” means a quotation issued by ADDMASTER to the Buyer in Writing in response to an enquiry made by the Buyer which may include but
without limitation details of the Goods and/or Services and the related charges;“Writing” and any similar expression, includes facsimile transmission and comparable means of communication, including electronic mail.
2. Basis of the sale
2.1 ADDMASTER shall sell and the Buyer shall purchase the Goods and/or Services, as the case may be, in accordance with the Order
Confirmation, subject to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such order is madeor purported to be made, by the Buyer. No terms or conditions endorsed upon, annexed to or enclosed with any enquiry, purchase order or otherdocument of or submitted by the Buyer shall govern the Contract.
2.2 No variation or addition to any of the terms of a Contract and/or these Terms shall be binding unless agreed in Writing between the authorised
representatives of the Buyer and ADDMASTER. Unless otherwise agreed in writing such variations or additions shall only apply to the particular
Contract concerned.
2.3 ADDMASTER’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by ADDMASTER
in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but
nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.4 Any advice or recommendation given by ADDMASTER or its employees or agents to the Buyer or its employees or agents as to the storage,
application or use of the Goods and/or as to the Services which is not confirmed in Writing by ADDMASTER is followed or acted upon entirely at the
Buyer’s own risk, and accordingly ADDMASTER shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, Quotation, price list, Confirmation Order, invoice or other document
or information issued by ADDMASTER shall be subject to correction without any liability on the part of ADDMASTER.
3. Orders and Specifications
3.1 A Quotation submitted by ADDMASTER shall not bind ADDMASTER and such Quotation shall serve only as invitations for the Buyer to place
an order.
3.2 No order submitted by the Buyer shall be deemed to be accepted by ADDMASTER unless and until confirmed in Writing by ADDMASTER
through the Order Confirmation.
3.3 The Buyer shall be responsible to ADDMASTER for ensuring the accuracy of the terms of any order (including any applicable specification)
instruction or advice submitted by the Buyer or by any third party on behalf of the Buyer in relation to the Goods and/or Services, and for giving
ADDMASTER any necessary information relating to the Goods and/or Services or the order within a sufficient time to enable ADDMASTER to
perform the Contract in accordance with its terms. The Buyer shall indemnify ADDMASTER against any loss, costs, damages, charges andexpenses incurred by ADDMASTER as a result of the inaccuracy of such terms, instructions or advice or failure to supply the same within asufficient time to enable ADDMASTER to perform the Contract in accordance with its terms.
3.4 The quantity, quality, performance criteria and/or any other description of the Goods and/or Services and any specification for them shall be as
set out in the Buyer’s order (if accepted by ADDMASTER). Unless otherwise agreed in Writing by ADDMASTER all specifications and particularsof the Goods submitted by ADDMASTER are approximate only and statements in relation to the same, samples, drawings, models, illustrations orother descriptive matter, whether contained in ADDMASTER’s website, catalogues, price lists or otherwise shall be regarded as descriptions only
and not binding as to detail.
3.5 If the Goods are to be manufactured or any process is to be applied to the Goods by ADDMASTER in accordance with a specification submitted
by the Buyer, the Buyer shall indemnify ADDMASTER against all loss, damages, costs and expenses awarded against or incurred by ADDMASTER
in connection with, or paid or agreed to be paid by ADDMASTER in settlement of, any claim for infringement of any patent, copyright, design, trade
mark or other industrial or IPR of any other person which results from ADDMASTER’s use of the Buyer’s specification.
3.6 ADDMASTER reserves the right to make any changes in the specification of the Goods which are required to conform to any applicablestatutory or E.U. requirements or, where the Goods are to be supplied to ADDMASTER’s specification, which do not materially affect their quality
or performance.
3.7 No order which has been accepted by ADDMASTER may be cancelled or varied in any way by the Buyer except with the agreement in Writingof ADDMASTER and on terms that the Buyer shall indemnify ADDMASTER in full against all loss (including loss of profit), costs (including the costof all labour and materials used), damages, charges and expenses incurred by ADDMASTER as a result of cancellation or variation.
4. Price of the Goods
4.1 The price of the Goods and/or Services shall be ADDMASTER’s quoted price and shall be those ruling at the date of the invoice. All prices
quoted are valid for 30 days only, after which time they may be altered by ADDMASTER without giving notice to the Buyer.
4.2 ADDMASTER reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods and/or Services to reflect any increase in the cost to ADDMASTER which is due to any factor beyond the control of ADDMASTER (such as, without
limitation, alteration of customs and excise or other duties or taxes payable by ADDMASTER, significant increase in the costs of labour, materials
or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and/or Services which is requested by the
Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give ADDMASTER adequate information or instructions.
4.3 Except as otherwise stated in ADDMASTER’s Written quotation or in any price list of ADDMASTER, and unless otherwise agreed in Writing
between the Buyer and ADDMASTER, ADDMASTER agrees to deliver the Goods to a place specified in the Contract and the price quoted by
ADDMASTER includes transport, packaging and insurance.
4.4 All prices quoted are exclusive of any Value Added Tax, sales or use tax, which, if applicable, will be added to the invoice at the current rate.
4.5 In the event that an order cannot reasonably be executed by ADDMASTER due to any factor beyond the control of ADDMASTER and/or
circumstances unknown to ADDMASTER, ADDMASTER shall be entitled to alter the order in such manner as to enable the execution thereof and
the Buyer shall be liable to ADDMASTER for any additional costs or expenses incurred.
5. Terms of payment
5.1 Subject to any special terms agreed in Writing between the Buyer and ADDMASTER, ADDMASTER may invoice the Buyer for the price of
the Goods and/or Services on or at any time after delivery of the Goods or performance of the Services, unless the Goods are to be collected by
the Buyer or the Buyer wrongfully fails to take delivery of the Goods or accept performance of the Services, in which event ADDMASTER shall beentitled to invoice the Buyer for the price at any time after ADDMASTER has notified the Buyer that the Goods are ready for collection or (as thecase may be) ADDMASTER has tendered delivery of the Goods or offered to perform the Services. In certain circumstances payment for the Goods
and/or Services may be required in advance of delivery where a credit line has not been established between the Buyer and Addmaster.
5.2 Unless otherwise agreed in writing, all invoices are payable not later than 30 days from the end of the month in which the invoice is dated andAddmaster may recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to theCustomer. Without prejudice to any other rights of Addmaster if payment is not made in accordance with these terms, Addmaster reserves theright to:(a) Charge interest on any outstanding balance at a rate of 8% per annum above the base rate of Barclays Bank Plc. from time to time until payment
is received in full; and/or(b)Suspend any work under this or any other Contract; and/or;(c) Charge the Buyer for the reimbursement of all legal or debt collection costs incurred by ADDMASTER in and out of Court, which shall be aminimum of 15% of the amount unpaid, such reimbursement to be on a full indemnity basis.
6. Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at ADDMASTER’s premises at any time after ADDMASTER has notified
the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by ADDMASTER in the Contract, by ADDMASTER
delivering the Goods to that place.
6.2 The Buyer shall be responsible to ADDMASTER for ensuring that there will be no obstacle on its part which would or may prevent any agreed
delivery date or other deadline from being met.
6.3 Any dates quoted for delivery of the Goods or performance of the Services are approximate only and shall be subject to the Buyer and/or
any relevant third parties acting on behalf of the Buyer performing all necessary acts and/or supplying all necessary drawings, instructions, data,
information and facilities in due time to enable the order to be executed and the Goods delivered. ADDMASTER shall not be liable for any delay
in delivery of the Goods or performance of the Services however caused and time for delivery shall not be of the essence of the Contract unlesspreviously agreed by ADDMASTER in Writing. The Goods may be delivered or the Services performed by ADDMASTER in advance of the quoteddelivery date on giving reasonable notice to the Buyer.
6.4 Addmaster shall at all times be entitled to make delivery of the Goods by instalments or perform the Services in stages, and where deliveryof Goods is to be made by ADDMASTER in bulk, ADDMASTER reserves the right to deliver up to 10 per cent more or 10 per cent less than thequantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
6.5 Where the Goods are to be delivered in instalments or Services performed in stages, each delivery or stage shall constitute a separate contractand failure by ADDMASTER to deliver any one or more of the instalments or perform any stage in accordance with these Terms or any claim by the
Buyer in respect of any one or more instalments or stage shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.6 If ADDMASTER fails to deliver the Goods (or any instalment) or perform the Services (or any stage) for any reason other than any cause beyond
ADDMASTER’s reasonable control or the Buyer’s fault, and ADDMASTER is accordingly liable to the Buyer, ADDMASTER’s liability shall be limited
to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods or services to replace those not delivered or
performed over the price of the Goods or Services.
6.7 If the Buyer fails to take delivery of Goods or fails to give ADDMASTER adequate delivery instructions at the time stated for delivery (otherwise
than by reason of any cause beyond the Buyer’s reasonable control or by reason of ADDMASTER’s fault) then the Buyer shall be liable to indemnify
ADDMASTER against all loss arising therefrom and, without limiting any other right or remedy available to ADDMASTER, ADDMASTER may:
6.7.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage (in addition to thepurchase price and any sums payable in accordance with clause 5.2); or
6.7.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer forthe excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7. Damage Deficiencies or Loss
7.1 No claim for damage, deficient receipt or loss will be considered unless notice in writing is given both to ADDMASTER and the Carrier within
the following time limits:
7.1.1 in relation to damage to a consignment or part thereof, within 3 days of receipt;
7.1.2 in relation to non-delivery of a consignment, within 3 days of receipt of the remainder of the consignment;
7.1.3 in relation non-delivery of the total consignment, within 10 days of date of advice or dispatch.
7.2 The Buyer’s failure to give notice of any claim for damage, deficient receipt or loss in accordance with the above provisions shall constitute an
unqualified acceptance of the goods forming such consignment and a waiver by the Buyer of all claims in connection therewith.
7.3 Goods are shipped under an all risks insurance policy or, if not, the shipping terms will be (1) shipped Ex works, carriage paid on behalf of thebuyer without acceptance of liability or (2) FOB carriage paid on behalf of the buyer without acceptance of liability. The type of Goods Insurance
Transit cover will be stated on the face of the Addmaster sales invoice. In certain circumstances (which must be confirmed in writing), goods may be
shipped as Delivered Duty Paid or Delivered at Place (DAP)

8.2 Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with Addmaster until Addmaster has received
payment of the full price of (a) all Goods and/or Services the subject of the Contract and (b) all other goods and/or services supplied by Addmasterto the buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum
payable under the terms of this and all other contracts between Addmaster and the buyer.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as ADDMASTER’s fiduciary agent andbailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as
ADDMASTER’s property, but the Buyer may resell or use the Goods in the ordinary course of its business at full market value for the account of
ADDMASTER (in which case the Buyer shall notify its customers of ADDMASTER’s rights of ownership). Until property in the Goods passes from
ADDMASTER the entire proceeds of sale or otherwise shall be held in trust for ADDMASTER and shall not be mixed with other money or paid into
any overdrawn bank account and shall be at all times identified as ADDMASTER’s money.
8.4 Upon request by ADDMASTER in writing, the Buyer shall disclose to ADDMASTER the location of any of the Goods which remain the propertyof ADDMASTER. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have notbeen resold), ADDMASTER may at any time require the Buyer to deliver up the Goods to ADDMASTER and, if the Buyer fails to do so forthwith,enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8.5 The Buyer shall not be entitled to lease, hire, loan, give others the use of, pledge or in any way charge by way of security for any indebtedness
any of the Goods which remain the property of ADDMASTER, but if the Buyer does so all moneys owing by the Buyer to ADDMASTER shall(without limiting any other right or remedy of ADDMASTER) forthwith become due and payable.
8.6 The Buyer shall forthwith notify ADDMASTER in writing upon the occurrence of any of the events in clauses 11.1.2, 11.1.3 or 11.1.4 and/or
upon any third party asserting or attempting to assert any claim over any of the Goods which remain the property of ADDMASTER. In such event,the Buyer shall immediately notify the creditors, trustee in bankruptcy, administrator, liquidator, encumbrancer, receiver or third party asserting or
attempting to assert such claims (as the case may be) of ADDMASTER’s rights of ownership and the Buyer shall ensure that any attachment of theGoods is lifted without delay.
8.7 The provisions of this clause 8 shall apply notwithstanding that the Goods shall have been added or incorporated in any goods of the Buyer orof any third party and ADDMASTER shall acquire legal and beneficial title to the resulting goods, or a proportion of the title equal to the contribution
made to the resulting goods by the Goods.
9. Warranties and Liability
9.1 Subject to the following provisions ADDMASTER warrants that the Goods will correspond with their specification at the time of delivery and for aperiod of 12 months from delivery and that any Services will be performed with reasonable skill and care.
9.2 The above warranty is given by ADDMASTER subject to the following conditions:9.2.1 ADDMASTER shall be under no liability in respect of any defect in the Goods arising from any instructions, advice, drawing, design,specification or other information supplied by the Buyer or by any third party on behalf of the Buyer;
9.2.2 ADDMASTER shall be under no liability in respect of any defect arising from wilful damage, negligence, abnormal working conditions, incorrect
storage, failure to follow ADDMASTER’s instructions (whether oral or in Writing), misuse or alteration of the Goods without ADDMASTER’s approvalor replacement of parts or consumables which are not in accordance with the original specification;
9.2.3 ADDMASTER shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for theGoods and/or Services has not been paid by the due date for payment.
9.3 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification or
which is based on any defect in the Services shall (whether or not delivery is refused by the Buyer) be notified to ADDMASTER within 8 days fromthe date of delivery or performance or (where the defect or failure was not apparent on reasonable inspection) within 12 months from the date ofdelivery or performance. If delivery is not refused and/or performance is accepted, and the Buyer does not notify ADDMASTER accordingly, theBuyer shall not be entitled to reject the Goods and ADDMASTER shall have no liability for such defect or failure, and the Buyer shall be bound to
pay the price as if the Goods had been delivered and the Services performed in accordance with the Contract.
9.4 The Buyer is solely responsible for satisfying himself as to the suitability of the Goods and/or Services for any particular purpose and the Buyer
relies solely on his own skill and judgement and not the Seller’s skill and judgement in determining such suitability.
9.5 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet
specification or which is based on any defect in the Services is notified to ADDMASTER in accordance with these Terms, ADDMASTER may at its
sole discretion:
9.5.1 replace and/or modify the Goods or make good the defect in Services free of charge; or
9.5.2 refund to the Buyer the price of the Goods and/or Services (or a proportionate part of the price); or
9.5.3 allow the Buyer a rebate on the amount invoiced equal to the price of the Goods and/or Services (or a proportionate part of the price) in whichcase ADDMASTER shall have no further liability to the Buyer.
9.4 Except in respect of death or personal injury caused by ADDMASTER’s negligence, or liability for defective products under the Consumer
Protection Act 1987, ADDMASTER shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty,
condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special orconsequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of ADDMASTER,
its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and/or Services (including any delay insupplying or any failure to supply the Goods and/or Services in accordance with the Contract or at all) or their use or resale by the Buyer, and theentire liability of ADDMASTER under or in connection with the Contract shall not exceed the price of the Goods and/or Services, except as expressly
provided in these Terms.
9.5 The liability of ADDMASTER for any breach or the aggregate liability for any series of breaches under or in connection with the Contract shall not
exceed the amount of liability insurance that ADDMASTER have in place from time to time.
9.6 ADDMASTER shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any
failure to perform, any of ADDMASTER’s obligations in relation to the Goods and/or Services, if the delay or failure was due to any cause beyond
ADDMASTER’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond ADDMASTER’s reasonable
control:
9.6.1 Act of God, explosion, flood, tempest, fire or accident;
9.6.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.6.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
9.6.4 import or export regulations or embargoes;
9.6.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of ADDMASTER or of a third party);
9.6.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
9.6.7 power failure or breakdown in machinery.
10. Intellectual Property
10.1 The Contract shall not operate to grant or transfer to the Buyer any IPR in the Goods.
10.2 Without prejudice to the generality of clause 10.1, the Buyer acknowledges and agrees that nothing herein provides the Buyer with any right,
title and/or interest in or to any IPR or other rights which may subsist or be reproduced in any of the Goods, all of which remain (as between theparties hereto) the exclusive property of ADDMASTER, and the Buyer shall not nor any affiliate on its behalf deal in or exploit any of the same.
10.3 The Buyer warrants to ADDMASTER that it shall not and shall procure that its affiliates shall not at any time whether directly or indirectly
reproduce, copy, decompile, disassemble, reverse engineer or create any derivative works from all and any part of Goods for any purpose
whatsoever.
10.4 The Buyer shall indemnify and keep ADDMASTER at all times fully and effectively indemnified in respect of any and all claims, demands,
losses, damages, liabilities, costs and/or expenses of any kind whatsoever incurred by ADDMASTER which arise out of or in connection with any
breach of this Agreement by the Buyer and/or any of its affiliates.
10.5 The IPR in all designs, sales brochures, illustrations, drawings, specifications and other documentation provided by ADDMASTER to the Buyer
shall remain the property of ADDMASTER. The Buyer shall not be permitted to use the documentation aforesaid for any other purpose than for theuse of the Goods to which they relate.
10.6 The Buyer shall not be permitted to disclose to third parties the documentation referred to in this clause 10 or the data included therein orotherwise having become known to it without the consent of ADDMASTER in Writing.
10.7 In the event of any claim or action against ADDMASTER on grounds that the Goods infringe the IPR of any person, firm or company
ADDMASTER may if necessary replace or modify the Goods concerned or cancel the Contract or part of the Contract without liability.
10.8 The Buyer shall promptly notify ADDMASTER of any claim or action by a third party concerning infringement of IPR in relation to the Goods.
In the event of such claim or action ADDMASTER shall be entitled to dispute such claim or defend such action, or to take legal action against thatthird party, or to agree an out of court settlement with that third party and shall be entitled to exercise such powers on behalf of the Buyers and,subject as may otherwise be agreed by ADDMASTER in Writing, the Buyer shall refrain from taking any such action and in all cases the Buyer shallgive ADDMASTER its full co-operation.
11. Insolvency of Buyer
11.1 This clause 11 applies if:
11.1.1 the Buyer is in breach of the Contract and, in the case of a breach capable of remedy within 30 days, the breach is not remedied within 30
days of the Buyer receiving notice specifying the breach and requiring its remedy; or
11.1.2 the Buyer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomessubject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
11.1.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
11.1.4 the Buyer ceases, or threatens to cease, to carry on business; or
11.1.5 ADDMASTER reasonably apprehends that any of the events mentioned in clauses 11.1.2, 11.1.3 or 11.1.4 above is about to occur in relation
to the Buyer, and ADDMASTER notifies the Buyer accordingly.
11.2 If this clause applies then, without limiting any other right or remedy available to ADDMASTER, ADDMASTER may cancel the Contract orsuspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the priceshall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and ADDMASTER shall beentitled to enter upon the Buyer’s premises and repossess such Goods.
12. Confidentiality
12.1 Each party undertakes that, except as provided by clauses 12.2 and 12.3 or as authorised in writing by the other party, it shall, at all times
during the continuance of the Contract and after its termination:
12.1.1 not disclose any Confidential Information to any other person;
12.1.2 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and theContract;
12.1.3 not make any copies of, record in any way any Confidential Information; and12.1.4 ensure that its directors, officers, employees, agents and advisers comply with clauses 12.1.1 to 12.1.3 above.
12.2 Subject to clause 12.1.4, either party may disclose Confidential Information to:
12.2.1 any sub-contractor or supplier of that party;
12.2.2 any governmental or other authority or regulatory body; or
12.2.3 any employee or officer of that party or of any of the aforementioned persons, parties or bodies.
12.3 Either party may use Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of theContract, or at any time after that date becomes, public knowledge through no fault of that party.
12.4 The provisions of this Clause 12 shall continue in force in accordance with its terms, notwithstanding the termination of the Contract for any
reason.
13. General
13.1 ADDMASTER shall be entitled to assign to any third party its rights arising from any Contract. The Buyer may not assign its rights under theContract except with the prior written consent of ADDMASTER.
13.2 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its
registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to theparty giving the notice.
13.3 No waiver by ADDMASTER of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the sameor any other provision.
13.4 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity ofthe other provisions of the Contract and the remainder of the provision in question shall not be affected.
13.5 The Contracts (Rights of Third Parties) Act 1999 shall not apply in relation to the Contract.
13.6 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non exclusive jurisdiction of the English courts.

8. Risk and Property
8.1 Subject as otherwise agreed in writing between the Buyer and ADDMASTER, risk of damage to or loss of the Goods shall pass to the Buyer:
8.1.1 in the case of Goods to be delivered at ADDMASTER’s premises, at the time when ADDMASTER notifies the Buyer that the Goods areavailable for collection; or8.1.2 in the case of Goods which are to be delivered otherwise than at ADDMASTER’s premises, at the time of delivery or, if the Buyer wrongfully
fails to take delivery of the Goods, the time when ADDMASTER has tendered delivery of the Goods.

Addmaster (UK) Ltd | Darfin House | Priestly Court | Staffordshire Technology Park | Stafford ST18 0AR | United Kingdom
T: +44 (0)1785 225656 | E: info@addmaster.co.uk | F: +44 (0)1785 225353 | W: www.addmaster.co.uk
Addmaster and Biomaster are Registered Trade Marks ® QMS Ref: F044a, Rev01, Issue Date: 20.03.18