TERMS AND CONDITIONS OF SUPPLY

1. INTERPRETATION

1.1 In these conditions, the following words have the following meanings:

• "the Client" – the person(s), firm or company who purchases Services from the Company;

• "the Company" – Manufacturers Hub Limited;

• "Contract" – any contract between the Company and the Client for the supply of Services;

• "Deliverables" – all Documents, products and materials developed by the Company or its agents, subcontractors, consultants and employees in relation to the Services in any form, including without limitation, computer programs, data, reports and specifications (including drafts);

• "Document" – includes, in addition to any document in writing, any drawing, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;

• "Input Material" – all Documents, information and materials provided by the Client relating to the Services, including (without limitation), computer programs, data, reports and specifications;

• "Output Material" – all Documents, products and materials provided by the Company in relation to the Services, including (without limitation), computer programs, data, reports and specifications (including drafts);

• "Services" – the services to be provided by the Company under the Contract together with any other services which the Company provides, or agrees to provide, to the Client;

• "Statement of Works" – the description or specification of the Services provided in writing by the Company to the Client.

1.2 Headings do not affect the interpretation of these terms.

1.3 References to clauses are (unless otherwise provided) references to the clauses of this Agreement.

1.4 Words in the singular include the plural and, in the plural, include the singular.

1.5 A reference to one gender includes a reference to the other gender.

1.6 Any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. APPLICATION OF TERMS

2.1 Subject to any variation under clause

2.4, the Contract shall be on these terms to the exclusion of all other terms and conditions.

2.2 No terms or conditions endorsed upon, delivered with or contained in the Client’s purchase order or other document shall form part of the Contract.

2.3 These terms apply to all the Company’s sales. Any variation must be agreed in writing and signed by a director.

2.4 Each order or acceptance of a quotation shall be deemed an offer by the Client subject to these terms.

3. EFFECT OF ORDER

3.1 The Contract shall come into existence when the Company issues written acceptance of the Client’s order.

3.2 The Client shall ensure that the terms of its order and any Input Material and/or Statement of Works are complete and accurate.

4. COMMENCEMENT AND DURATION

4.1 Services shall begin from the date of acceptance under clause 3.1.4.2 Services shall continue until project completion unless terminated with at least 30 days’ notice.

5. COMPANY’S OBLIGATIONS

5.1 The Company shall use reasonable endeavours to provide the Services in accordance with the Statement of Works.

5.2 Performance dates are estimates; time is not of the essence.

5.3 The Company shall provide Services with reasonable care and skill.

6. CLIENT’S OBLIGATIONS

6.1 The Client shall:

(a) Co-operate fully and appoint a manager

(b) Provide access to premises and facilities

(c) Provide accurate Input Material in a timely manner

(d) Prepare and maintain premises as required

(e) Inform the Company of relevant health, safety, and security rules

(f) Ensure equipment is suitable and in working order

(g) Obtain and maintain all necessary licences and consents.

7. CHARGES AND PAYMENT

7.1 Charges are as set out in the Statement of Works.

7.2 Charges are exclusive of VAT.

7.3 Invoicing will follow the Statement of Works schedule.

7.4 Payment terms: within 30 days of the invoice date. Time is of the essence.

7.5 If the Client fails to pay:

• Interest may be charged under the Late Payment of Commercial Debts (Interest) Act 1998;

• Services may be suspended until payment is made.

7.6 All amounts become due immediately upon termination.

7.7 Payments must be made without deduction.

7.8 All payments must be in pounds sterling unless otherwise agreed.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 All rights in the Output Material and Deliverables shall be owned by the Company.

8.2 The Company grants a non-exclusive, worldwide license to use such rights as necessary to make reasonable use of the Services.

9. CONFIDENTIALITY AND THE COMPANY’S PROPERTY

9.1 The Client shall keep all Company confidential information strictly confidential.

9.2 Disclosure is permitted:(a) To those who need to know for Contract purposes;(b) Where required by law or regulation.

9.3 The Client shall not use such information for any purpose other than fulfilling Contract obligations.

9.4 All materials provided by the Company remain its property.

10. DATA PROTECTION

10.1 Each party shall comply with applicable Data Protection Legislation in relation to any personal data processed.

11. LIMITATION OF LIABILITY

11.1 Nothing in these terms excludes liability for:

• Death or personal injury caused by negligence;

• Fraud or fraudulent misrepresentation;

• Any other liability which cannot be excluded by law.

11.2 Subject to 11.1:

• The Company shall not be liable for loss of profit or indirect/consequential loss;

• The Company’s total liability shall not exceed the total amount paid under the Contract.

12. TERMINATION

12.1 Either party may terminate with immediate effect if the other commits a material breach and fails to remedy it within 30 days.12.2 Upon termination:

• All outstanding invoices and interest become immediately payable;

• All Company property must be returned by the Client.

13. FORCE MAJEURE

13.1 The Company is not liable for delays or failures caused by events beyond its reasonable control.

14. ASSIGNMENT

14.1 The Client may not assign rights or obligations without prior written consent from the Company.

15. ENTIRE AGREEMENT

15.1 The Contract constitutes the entire agreement between the parties.

16. THIRD PARTY RIGHTS

16.1 No third party shall have any rights under or in connection with the Contract.

17. NOTICES

17.1 Any notice must be delivered by hand or sent by first-class post or recorded delivery.

18. GOVERNING LAW AND JURISDICTION

18.1 This Contract shall be governed by the laws of England and Wales.

18.2 The courts of England and Wales shall have exclusive jurisdiction.

19. RESOLUTION OF DISPUTES

19.1 Disputes shall be resolved in the following order:

• Negotiation

• Mediation (under CEDR)

• Court proceedings (if required)