########## Terms and Conditions - Goods and Services

########## 1. Price of Goods or Services

A. In consideration of the performance by the Contractor of its obligations under this Agreement, the Price of the Goods/Services shall be as stated in the Response and, unless otherwise so stated, shall:

(i) be exclusive of any applicable value added tax; and (ii) be the entire price payable by the Client to the Contractor. B. No increase in the Price may be made without the prior consent of the Client in writing.

########## 2. Specification

The description of the Goods/Services shall, subject to the provisions of this Agreement, be as specified in the RFQ and/or as agreed in writing by the Client and the Contractor.

########## 3. Contractor's Obligations

A. The Contractor undertakes to:

(i) supply the Goods/Services in accordance with the RFQ, in accordance with the Client's directions and the terms of this Agreement; (ii) act with due care, skill and diligence in the supply of Goods/Services and generally in the carrying out of its obligations under this Agreement; (iii) comply with all local security, health and safety arrangements and policies as notified to it by the Client; (iv) ensure that all goods, materials, standards and techniques used in providing the Goods/Services are of the best quality and are free from defects in workmanship, installation and design; (v) supply the Goods/Services in accordance with good industry practice and comply with all applicable laws including but not limited to all obligations in the field of environmental, social and labour law that apply at the place where the Goods/Services are being delivered to/ performed, that have been established by EU law, national law, collective agreements and by international, environmental, social and labour law listed in Schedule 7 of the European Union (Award of Public Authority Contracts) Regulations 2016 (Statutory Instrument 284 of 2016).

########## 4. Delivery

A. The Goods shall be delivered, and the Services shall be performed at the time(s), to the location(s) and on the date(s) specified in the RFQ or otherwise agreed in writing between the parties. B. The time of delivery is of essence to the Agreement. C. Unless expressly agreed to the contrary, the Client shall not be obliged to accept delivery by instalments. If, however, the Client does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for it s delivery shall, without prejudice to other rights or remedies of the Client, entitle the Client to terminate the whole of any unfulfilled part of the Agreement without further liability to the Client. D. The Client shall be under no obligation to accept or pay for any Goods delivered more than of the quantity ordered. The risk in any over-delivered Goods shall remain with the Contractor. E. The Client shall be under no obligation to accept or pay for any Goods supplied earlier than the date for delivery stated in the RFQ.

########## 5. Inspection of Goods

A. The Client or its authorised representative may inspect (to include a call for advance samples) or test the Goods either completed or in the process of manufacture, during normal business hours on reasonable notice at the Contractor's premises (including the premises of any subcontractor or agent) and the Contractor shall provide all reasonable assistance in relation to any such inspection or test free of charge. A failure to make a complaint at the time of any such inspection or test and / or the approval given during or after such inspection or test shall not constitute a waiver by the Client of any rights or remedies in respect of the Goods and the Client reserves the right to reject the Goods in accordance with clause 5C. B. The Client shall not be deemed to have accepted any Goods until after the Client has inspected the Goods at its own premises and ascertained that they are in accordance with the Agreement, notwithstanding any prior acknowledgement of receipt or prior payment. C. The Client may by written notice to the Contractor reject any of the Goods which fail to conform to the approved sample, fail to meet the requirements of the RFQ or are not in accordance with this Agreement. Such notice shall be given within a reasonable time after delivery to the Client of such Goods.

########## 6. Risk and Title

A. Title shall pass to the Client on payment for the Goods. B. Risk of damage to or loss of the Goods shall pass to the Client upon delivery to the Client in accordance with the Agreement.

########## 7. Supply of Services

A . Where Services are to be provided, the Contractor agrees to provide the services promptly, in accordance with the instructions of the Client from time to time and in accordance with all applicable laws. B. The Contractor shall procure that all of the Contractor's Personnel engaged by it in providing the Services possess such skills, knowledge, experience and qualifications as are necessary to fulfil the Services. C. The Contractor agrees that the Contractor's Personnel engaged by it in providing the Services shall remain in the employ of t he Contractor and nothing herein shall constitute or establish a relationship of agency or employment between any of the Contractor's Personnel and the Client. However, all the Contractor's Personnel shall, when working at the Client's premises, conform to the general working terms and conditions of the Client. D. The Contractor shall use its best endeavours to ensure the continuity of the Contractor's Personnel throughout the provision of the Services. E. The Client shall have the benefit of all representations, warranties and undertakings implied by law in relation to the Services. F. The Client may request the Contractor to remove from performance under the Contract any of the Contractor's Personnel, such right not to be unreasonably exercised.