Updated 1st November 2023

DEFINITIONS

In these Conditions:

 “Displayplan” means Displayplan Ltd whose registered office is at Clare House, High Street, Baldock SG7 6BE.

“Data” means all designs, drawings, specifications, proprietary information, trade secrets and other intellectual property owned or controlled by Displayplan.

“Intellectual Property” means any and all intellectual property or industrial rights of any description anywhere in the world including patents, trademarks, domain names, registered designs, copyright (including rights in computer software, object and source code), rights in the nature of copyright, database rights, semi-conductor topography rights, unregistered design rights, rights in and to trade names, business names, product names and logos, inventions, rights in inventions, databases, discoveries, specifications, formulae, processes, know how, trade secrets, confidential information (whether any such rights referred to in this definition are registered, unregistered, registerable or not) and any applications or rights to apply for registration of any of them, any and all divisions, extensions, renewals and continuations of such applications, the right to claim priority from any of the rights in this definition and all rights from which they derive priority, all accrued rights of action in relation to all the rights in this definition, all rights to sue for past infringements of such rights, and all rights to claim and retain damages or an account of profits, and any analogous or similar right in any jurisdiction whether subsisting before at or after the date of the Order;

“Liability” means actions, awards, costs, legal costs, claims, damages, losses (including any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;

“Order” means an order placed by Displayplan for Supplies in accordance with its framework purchasing agreement with the Supplier.

“Special Equipment” means all Data, tools, patterns, origination, materials, free issue and other equipment.

“Specification” means the technical requirement and/or description of the Supplies set out in the Order.

“Supplier” means the person, firm or company on whom the Order is placed.

“Supplies” means all goods, materials, work or services set out in the Order.

2. PRECEDENCE

These conditions are an integral part of each Order and shall apply, except to the extent that they may be inconsistent with any Special Conditions appearing on the Order, which shall have precedence over these Conditions. Such Special Conditions, these Conditions and the terms of Displayplan’s framework purchasing agreement with the Supplier shall constitute the entire agreement between the parties, shall govern the arrangement between the Parties to the exclusion of any other terms and shall supersede any other communications or representations between the parties, inclusive of any standard selling terms issued by the Supplier. Orders placed by Displayplan leading to a contract which is not expressed to be subject to these Conditions shall still be subject to these Conditions and these Conditions shall not be varied except with the written agreement of Displayplan.

3. ORDERS

(i) Displayplan is not obliged to accept any Supplies unless supplied in accordance with the Order, the reference number of which shall be quoted on all documents and correspondence including, but not confined to Advice Notes, Invoices and required certificates. The Supplier must notify Displayplan of Order acceptance by returning Displayplan’s Purchase Order Acknowledgement within 7 days of the date of the Order or such other period as Displayplan may agree in writing. Failure to do so will give Displayplan the right to cancel the Order without incurring Liability. The Supplier shall not be entitled to refuse to accept any Orders.

(ii) Supplier shall at all times maintain sufficient manufacturing capacity, raw materials and packaging to enable it to meet all Displayplan’s future requirements communicated to Supplier before its Order. If, for any reason, Supplier believes that it is or is likely to be unable to fulfil all or any part of any Order it shall promptly inform Displayplan in writing of this fact.Nothing in this Clause shall release Supplier from its obligation to fulfil any firm Order. Specific arrangements for the volume and timing of Supplies may be agreed between the parties from time to time including without prejudice to the generality of the forgoing arrangements to deal with promotional activity being conducted by Displayplan.

4. CONFORMITY WITH ORDER

(i) Supplier is responsible for checking the Specification is accurate and adequate for the manufacture and/or provision of Supplies.

(ii) The Supplies shall:

a) conform with the quantity and Specification stated in the Order;

b) be fit for the purpose for which they are required;

c) free from defects in design, materials and/or workmanship for a period of 12 months from the date of sale of the Supplies by Displayplan; and

d) be of satisfactory quality within the meaning of the Sale of Goods Act 1979 as amended by the Sale of Goods Act 1994;

(iii) Supplier represents that all work and services will be performed:

a) in accordance with these Conditions;

b) in a proper and efficient manner with reasonable skill and care, in a good and workmanlike manner by appropriately qualified and experienced personnel; and

c) in accordance with the Specification.

(iv) All Supplies must be properly and securely packed and packaging marked with Displayplan’s Order number, the description and/or Part number of the Supplies unless otherwise instructed. Displayplan will return packing cases or containers to the Supplier if so requested at the Supplier’s expense.

(v) If any Supplies upon delivery or acceptance or upon unpacking or within 12 months thereafter (or such other longer period as may be agreed), do not conform with the Specification or the required standards of design, material, workmanship or quality or which are not of new manufacture or which are not in accordance with the samples approved by Displayplan (collectively a “Defect”), then Displayplan shall be entitled at its discretion and without prejudice to any other remedy to exercise one or more of the following rights:

a) reject the Supplies in whole or in part and require the Supplier to credit Displayplan with the price of the relevant Supplies;

b) require the Supplier promptly to replace or repair the Supplies free of all cost to Displayplan and at the Suppliers risk;

c) require the Supplier to defray all Displayplan’s reasonable expenses and additional costs connected with such Defect.

(vi) Displayplan shall have the right to enter Supplier’s premises to inspect the manufacturing, facilities, equipment and processes and raw materials stock levels.

5 DELIVERY

(i) Delivery shall be strictly in accordance with the Order and at the Supplier’s risk and time for delivery shall be of the essence. Displayplan shall have the option to cancel any Order wholly or in part without Liability, where delivery is not made on the date specified in the Order, without prejudice to any other right or remedy, which Displayplan may have. Delivery shall be complete when the Supplies are delivered strictly in accordance with the Order.

(ii) The Supplier shall not be liable for delay in delivery due to causes which the Supplier can show are beyond his reasonable control and without the Supplier’s fault or negligence, provided that the Supplier promptly notifies Displayplan of any delay, or anticipated delay as soon as it is known and resumes performance as soon as possible. If such delay exceeds 28 days, or may be reasonably anticipated to exceed 28 days, Displayplan shall be entitled to cancel the Order without Liability, except in respect of Supplies already delivered to Displayplan prior to such cancellation.

(iii) Displayplan may wholly or partly suspend acceptance of deliveries during or after complete or partial stoppage of work at the premises of Displayplan or its Customer, by reason of factors outside Displayplan’s control including but not restricted to Acts of God, utilities disruption, embargoes, governmental regulations, transport delays, fire, flood, strikes and lockouts.

(iv) Displayplan shall not be deemed to have accepted any Supplies until it has had a reasonable time to inspect them following delivery and/or performance or, if later, within a reasonable time after any latent defect in the Supplies has become apparent.

6. ADVICE AND RELEASE CERTIFICATES

The Supplier shall on the dispatch of each consignment of Supplies, send to Displayplan Advice Note(s) and such Certificate(s) of Conformity, test figures, heat treatment particulars and any other information. as may be indicated by the terms of the Order. One copy of the Certificate of Conformity or such other document as may be required, shall accompany each consignment and a further copy shall be sent by post to Displayplan.

7. ACCESS

Displayplan’s representatives and the representatives of any other organisation on the authority of Displayplan, shall be allowed to visit the Supplier’s premises and those of its permitted sub-contractors and shall be afforded all necessary facilities at any reasonable time, to check the progress or quality of the work on the Supplies.

8. TITLE AND RISK

Risk and Title in the Supplies shall pass to Displayplan upon delivery.

9. PRICE

(i) Where prices have been agreed they shall be fixed and firm exclusive of VAT but inclusive of all other taxes, imposts, fees and duties. No alteration to the price may be made without the consent of Displayplan in writing. Where prices are still be to be agreed at the time the Order is placed, quotations shall be submitted by the Supplier and only agreed when an amendment to its Order signed by Displayplan is issued.

(ii) No charge shall be made for packing, carriage, loading or unloading insurance or delivery unless otherwise agreed and any such charge shall be separately detailed in the invoice.

(iii) The Supplier shall use best endeavors to reduce its manufacturing, supply and other costs including implementing cost savings initiatives and seeking more competitive supplies of raw materials and equipment and the net benefit of cost reductions shall be applied to reduce the prices of the Supplies with immediate effect.

(iv) The Supplier agrees that if at any time it sells any goods and services comparable to the Supplies to a comparable customer for less than the price offered to Displayplan or on better terms, it shall reduce the relevant price to Displayplan or offer better terms to Displayplan to match the lower price and better terms for so long as the lower price and/or better terms are available and shall refund Displayplan the difference between the price offered and the lower price in respect of its purchases of the Supplies after the Supplier began charging the lower price. For the purposes of this clause, “comparable” in relation to a customer means a customer that purchases products in substantially similar volumes as Displayplan on broadly similar terms and conditions.

10. INVOICES

(i) The Supplier shall invoice Displayplan for the Supplies and shall submit its invoice to Displayplan at the address indicated on the Order after the despatch of Supplies and/or at other times agreed by Displayplan. Each invoice shall quote the Order number, part numbers, description, quantities and weights, where applicable.

(ii) All invoices shall state the price of the Supplies exclusive of Value Added Tax and show the amount of VAT (if any) separately.

(iii) Subject to the Supplier conforming to Clauses 10 (i) and 10 (ii) and unless otherwise agreed in writing by Displayplan, payment up to the amount(s) specified on the Order will be made within sixty (60) calendar days after the end of the month within which the applicable invoice was received by Displayplan.

(iv) Displayplan shall be entitled but not obliged at any time without notice to set off any liability of Supplier to Displayplan against any liability of Displayplan to Supplier (in either case how ever it arises and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency of its denomination. Any exercise by Displayplan of its rights under this Clause shall be without prejudice to any other rights or remedies available to Displayplan.

11. TERMINATION

(i) For Default

In the event of a breach of any of these Conditions, Displayplan may give the Supplier notice of such breach. If such breach is capable of remedy, the Supplier shall rectify the breach within 28 days. If the Supplier does not rectify the breach within 28 days, or if the breach is not capable of remedy, then Displayplan may give notice terminating the Order without incurring Liability. The Supplier shall indemnify Displayplan from and against any cost resulting from the termination of the Order. If the Supplier persistently breaches any one or more of these Conditions Displayplan may terminate this Agreement immediately by written notice.

(ii) For Insolvency

If the Supplier is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action or appears to be about to do so in any jurisdiction or any step is taken (including the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances then Displayplan has the right, without prejudice to any other remedy, to suspend the performance of or terminate this Agreement or any Order without Liability.

(iii) For Convenience

This Agreement and/or any Order may be terminated by Displayplan at any time, in whole or part, by delivery to the Supplier of a notice of termination. In the event of such notice being given, the Supplier shall stop work immediately and comply with any directions with regard to the Supplies, which may be given by Displayplan. The Supplier shall submit an account in writing to Displayplan within one month from the effective date of termination, in the form prescribed by Displayplan. Displayplan undertakes to pay a fair and reasonable price for all work done and materials purchased up to the time of termination. Such payments made, taken together with any sums paid or due or becoming due to the Supplier under the Order, shall not exceed the total price of the Supplies under the Order.

(iv) Any termination of any order shall not prejudice any rights or remedies which may have accrued to either party and both parties shall use all reasonable endeavours to mitigate their losses on such termination.

(v) Upon termination of any Order Supplier shall immediately deliver up to Displayplan all Special Equipment in its possession, custody or control and all license to use the same and all licenses of Intellectual Property Rights granted to Supplier shall cease.

(vi) Clauses [ ] shall survive termination of this Agreement and/or or any Order.

12. INTELLECTUAL PROPERTY

(i) The Supplier warrants and represents that none of the Supplies infringe any Intellectual Property of any third party.

(ii) All Intellectual Property in all designs supplied by Displayplan to Supplier are and shall remain vested in Displayplan and Supplier is granted a non-exclusive, non-transferable licence to use the same to manufacture the Supplies for each Order and supply them to Displayplan and for no other purpose. All rights not expressly granted to the Supplier in these Conditions are expressly reserved to Displayplan.

(iii) All Intellectual Property in designs created by or on behalf of the Supplier for any Order and in all tooling, jigs and any other equipment and any software or materials used by Supplier to manufacture or test the Supplies shall be owned by Displayplan. Supplier hereby assigns to Displayplan all such Intellectual Property both existing and future with full title guarantee and shall deliver up to Displayplan all physical manifestations of such Intellectual Property as and when requested. Supplier warrants that all Supplies it creates will not infringe the Intellectual Property of any third party.

(iv) The Supplier shall not sub-contract the manufacture or any other process involved in supplying the Supplies without the prior written consent of Displayplan and even if such consent is given Supplier shall at all times remain wholly responsible for all acts, omissions and defaults of the sub-contractor as if they were its own acts, omissions and defaults and shall engage such subcontractors only on terms that assign all Intellectual Property in all designs, tooling and other materials created by such subcontractor to Displayplan. If permission to sub-contract is granted by Displayplan the subcontractor shall have a non-exclusive, non-transferable licence to use the Intellectual Property in Displayplan’s designs solely for the purpose of performing its obligations for Displayplan and for no other purpose. Such licence shall be terminable by Displayplan at any time without notice and shall in any event terminate (1) when such sub-contractor has fulfilled all its obligations for Displayplan or (2) if any Order for which such sub-contractor is engaged is terminated.

13. SPECIAL EQUIPMENT

(i) All Special Equipment loaned by Displayplan to the Supplier, and/or procured by the Supplier and/or manufactured by the Supplier for use in connection with the Order, shall be and will remain at all times the property of Displayplan and be surrendered to Displayplan upon demand in good and serviceable condition (fair wear and tear excepted), and are to be used by the Supplier solely for the purpose of completing an Order. Such items shall be at the risk of the Supplier and insured by the Supplier at the Supplier’s own expense. Displayplan do not warrant the adequacy of any tooling, Data, patterns, origination, materials and other equipment furnished or specified by them.

(ii) Displayplan shall not accept liability for any items received by the Supplier from Displayplan in a damaged state under or in connection with any Order, unless such damage is notified in writing to Displayplan within five days of the receipt by the Supplier of such items.

(iii) All scrap arising from material free issued by Displayplan, shall remain the property of Displayplan and must be disposed of by the Supplier in accordance with any statutory duty imposed on Supplier and/or the instructions of Displayplan and all proceeds of sales of such scrap must be credited by the Supplier to Displayplan.

14. SUPPLIER’S DOCUMENTATION

The Supplier will promptly provide Displayplan with all present and future instructions relating to the use and disposal of Supplies and in particular draw attention to any dangers or hazards or restrictions associated with the Supplies.

15. INDEMNITY

The Supplier AGREES TO INDEMNIFY Displayplan and keep it indemnified against all Liability suffered or incurred by Displayplan arising out of or in connection with:

a) any claim made against Displayplan for actual or alleged infringement of a third party’s Intellectual Property arising out of, or in connection with, the supply or use of the Supplies;

b) any claim made against Displayplan by a third party out of, or in connection with, the supply of the Supplies, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of any Order by the Supplier, its employees, agents or subcontractors; and/or

c) any claim made against Displayplan by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Supplies to the extent that the defect in the Supplies is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.

16. CHANGES

Displayplan may unilaterally by notice in writing, amend any Order and the Supplier shall comply therewith without delay. Within 48 hours after receipt of notification of any change or within any extended time that is agreed by Displayplan the Supplier shall submit to Displayplan a statement in such detail as Displayplan may reasonably require of the effect of such change and as soon as practicable Displayplan and the Supplier shall agree upon any necessary and reasonable adjustment to the Order and incorporate such agreements into the Order by Order amendment(s).

17. CONTINUITY OF SUPPLY

The Supplier undertakes to accept further orders in respect of Displayplan’s future requirements for similar Supplies at Prices agreed for this Order having regard to the economic circumstances at the time and subject to any reductions due to cost reductions and/or process improvements and/or other efficiencies and in the event that the Supplier is unwilling or unable to accept such Orders it shall deliver to Displayplan without charge all necessary drawings, tooling, manufacturing information and Special Equipment to enable Displayplan to have the Supplies made elsewhere.

18. INSURANCE

The Supplier shall effect and maintain with a reputable insurer Insurance of not less than £1,000,000 per event and procure that any sub-contractor to the Supplier effects similar insurance, in respect of loss or damage to property or death or injury to persons resulting from or in the execution of any Order. Upon Displayplan’s request Supplier shall provide Displayplan with evidence of such insurance and payment of the last premium.

19. CONFIDENTIALITY

(i) All Orders, their subject matter, all information about Displayplan’s customers and suppliers and all design work by the Supplier and Displayplan shall constitute Confidential Information proprietary to Displayplan and shall be treated as confidential by the Supplier and any sub-contractor of the Supplier shall be similarly bound. Pursuant to this clause 19 (i) Displayplan reserves the option to request the Supplier to sign a Confidentiality Agreement. The Supplier shall not disclose such Confidential Information to any third party without the prior written consent of Displayplan and shall not use such information for any purposes other than to fulfill Orders for Displayplan.

20. GENERAL

(i) All notices and communications shall be in writing.

(ii) Any notice or other communication sent to the Supplier shall be sufficient if sent to an address notified to Displayplan for the purpose or to the address of the Supplier last known to Displayplan.

(iii) Notices or other communications sent by the Supplier to Displayplan shall be sent to the address given for Displayplan on the face of the Order for the attention of the Displayplan contact indicated in the Order.

(iv) The Supplier shall obtain and maintain all licenses, permissions and authorizations needed to maintain and supply the Supplies and comply with all statutory requirements applicable to all Orders and the manufacture, storage, supply, packaging and delivery of all Supplies.

(v) The Supplier, its employees and its sub-contractors shall familiarise themselves with and shall comply with Displayplan’s procedures relating to discipline, fire, health, safety and security when on Displayplan’s or Displayplan’s customers premises. The Supplier shall provide its employees with and shall ensure that its employees and sub-contractors’ employees use any protective clothing and safety equipment required.

(vi) The Supplier shall familiarize itself with, and adhere to, Displayplan’s Terms of Engagement.

(vii) No failure, delay, relaxation or concession either wholly or in part by Displayplan, in the exercise of its rights to insist upon the performance of any of the obligations or to exercise any rights hereunder, shall operate to impair or be construed as a waiver or relinquishment of such right and no waiver by Displayplan of a breach or default shall constitute a waiver of any subsequent breach or default.

(viii) Nothing in these Conditions or any Order is intended to or shall operate to create a partnership, agency, employment, or joint venture of any kind between the parties.

(ix) These Conditions together with all Orders and Displayplan’s framework purchasing agreement with the Supplier contain the whole agreement between the parties and supersede any prior written or oral agreement between them and are not affected by any other promise, representation, warranty, usage, custom or course of dealing. The parties confirm that they have not entered into any agreement based on any Order on the basis of any representation that is not expressly incorporated into these Conditions or the framework purchasing agreement with the Supplier but nothing shall exclude liability for any fraudulent statement or act.

(x) Supplier shall not assign, charge, sub-contract, delegate, transfer, place in trust or dispose of any of its rights or obligations under these Conditions without the prior written consent of Displayplan.

(xi) These Conditions and all claims arising from them including noncontractual claims shall be governed by, construed, and shall take effect in accordance with the Laws of England and the Parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales in relation to any dispute arising between the Parties including non-contractual claims.