Terms and Conditions

1. APPLICATION


1.1 Subject to any variation pursuant to Condition 1.2, any Contract made with the Supplier for the sale of Products or the supply of
Services by the Supplier is subject to these Conditions to the exclusion of all other terms of business, including any which the
Customer purports to apply under any purchase order, confirmation
of order or similar document or which are implied by trade, custom, practice or course of dealing.
1.2 Any variation to these Conditions and any representations about the Products shall have no effect unless expressly agreed in writing
and signed by a director or other proper officer of the Supplier.
1.3 Each Order or acceptance of a quotation for products or services will be deemed to be an offer by the Customer to purchase products
or services upon these Conditions. The Contract is formed when the Order is accepted by the Supplier, by way of a written
acknowledgment of order. No Contract will come into existence until a written acknowledgement of Order is issued by the Supplier. All
Orders must be on the Supplier’s standard order form.
1.4 Any quotation is valid for a period of 30 days only from its date, provided that the Supplier has not previously withdrawn it.
1.5 The Customer must ensure that the terms of its order and any applicable specification are complete and accurate.
1.6 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any
statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.


2. THE PRODUCTS


2.1 All samples, drawings, descriptions, specifications and advertising issued by the Supplier or manufacturer of the Products
sold by the Supplier, and any descriptions and illustrations contained in the Supplier’s catalogues or other promotional materials are issued
for the sole purpose of giving an approximate idea of the Products represented or described in them. They will not form part of the
Contract nor be regarded as a warranty or representation relating to the Products and/or the Services and this is not a sale by sample.
2.2 Product testing and certification shall be as detailed in Supplier’s acknowledgement of order or quotation. If the Customer requires
further or independent tests to be carried out these shall be chargeable to the Customer unless otherwise agreed in writing by the Supplier.
2.3 Where the Products are manufactured and/or the Services are performed in accordance with information or drawings supplied by
the Customer or to the Customer’s design or specification or where standard Products and/or Services of the Supplier are altered in
accordance with the Customer’s instructions:


2.3.1 (without prejudice to any other of the Contract terms) no guarantee or warranty is given by the Supplier as to the practicability,
efficiency or otherwise of the Products and/or the work.
2.3.2 the Customer will indemnify and keep the Supplier indemnified against all liability incurred by the Supplier as a result of:
2.3.2.1 such Products and/or works infringing any intellectual property right including without prejudice to the generality of the
foregoing patents, registered designs, design rights and copyright or the provision of any statute, statutory instrument or regulation.
2.3.2.2 any impracticability, inefficiency or lack of safety or other defect in the Products and/or works where such defect is due
(whether in whole or in part) to faults or omissions in such information, drawing, design, specification or instructions.
2.3.2.3 unless the Supplier agrees otherwise in writing, all works (including design drawings) and any idea, invention or improvement
made by or on behalf of the Supplier pursuant to the Customer’s commission and all intellectual property rights therein (including any
design right in a design created by the Supplier in pursuance of the commission) shall belong to the Supplier.


2.4 No variation in the specification or design of any Products and/or works which in the reasonable opinion of the Supplier does not affect
the suitability of the Products and/or works for the purpose for which they are supplied by the Supplier will constitute a breach of contract
or impose upon the Supplier any liability whatsoever.
2.5 The Supplier will be under no liability whatsoever to the Customer in respect of any loss, damage or claim incurred by or made against
the Customer should any Products and/or works infringe any intellectual property right including without prejudice to the generality
of the foregoing patents, registered designs, design right and copyright or the provision of any statute, statutory instrument or
regulation.
2.6 Unless otherwise agreed in writing all patterns, drawing, tools or other similar items produced or other property (whether intellectual
property or not) owned or created by the Supplier will remain the property of the Supplier and must not be used or copied by the Customer.
2.7 Where it is agreed that ownership in any data, patterns, drawing, tools or other similar items is to pass to the Customer property shall
only pass when such items have been paid for by the Customer in full. The provisions of Conditions 7.3 and 7.4 – 7.10 shall apply in
respect of the materials listed in this Condition 2.7 which are in the Customer’s possession and in which property has not yet passed to
the Customer under this Condition 2.7 and any references in those provisions to “Products” include references to such materials.


3. PRICE


3.1 The price payable by the Customer for the Products or Services will be the price set out or confirmed in the Supplier’s written
acceptance of the Order.
3.2 The price is (unless otherwise stated in the relevant quotation) inclusive of:


3.2.1 delivery to destinations in the United Kingdom (provided that the Supplier selects the mode of transport and the minimum order
value has been reached). If the Customer specifies any other mode of transport (e.g. passenger train, parcel post, etc.) the cost of such
transport shall be borne by the Customer;
3.2.2 in the case of delivery to overseas destinations, the price is exclusive of delivery and orders will be taken on an Ex Works basis.
If the Supplier agrees to deliver to a Port named by the Customer, the Supplier may charge for the cost of transport to such Port. For
deliveries outside the UK mainland additional charges will apply; 3.2.3 in the case of delivery to United Kingdom destinations the cost
of pallets, crates or stillages provided that the same are returned to the Supplier’s premises, carriage paid in good condition within 3
(three) months of receipt by the Customer.


3.3 The price is (unless otherwise stated in the relevant quotation) exclusive of Value Added Tax and any other applicable sales tax or
duty which will be added to the price. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such
additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services;
3.4 There will be no reduction in price for Products collected from the Supplier’s premises by the Customer


4. PAYMENT


4.1 The Customer shall make payment for the Products or Services in accordance with this Condition 4.
4.2 For all orders the price is payable on delivery. Payment is due in cash on or before delivery unless the Customer has a credit account.
4.3 A credit account may be opened subject to the Customer providing two trade references and a Company Credit Check being
carried out to the Supplier’s satisfaction. For all credit accounts invoices will be submitted on the date of despatch or collection and
payment is due on the last business day of the month following the month of invoice. The Supplier may in its absolute discretion set and
alter the Customer’s credit limit or withdraw credit terms at any time. The Supplier may decide not to deliver Products or Services ordered
if the price of those Products or Services increases the amount owed by the Customer to the Supplier beyond the Customer’s credit limit.
4.4 The method of payment for overseas customers shall be as detailed in Condition 9.5.
4.5 Where service exchange units are purchased, the Customer will be invoiced with a sum referred to as an “surcharge” in respect of the
new unit. The Supplier will operate an old unit core bank with the customer. If the old unit is returned within 7 days, and there is
available units in the core bank, a credit will be issued by the Supplier in respect of the “old unit surcharge”.
4.6 The time for payment of all sums due under the Contract will be of the essence.
4.7 Upon termination of the Contract all sums payable to the Supplier under the Contract will become due immediately.
4.8 All payments to be made by the Customer under the Contract will be made in full without any set off, restriction or condition and without
any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions
or withholdings of any nature unless the amount thereof has been approved by the Supplier in writing or the Customer is required by
law to make any such deduction or withholding.
4.9 The Supplier may appropriate any payment made by the Customer to the Supplier to such of the invoices for the Products or
Services as the Supplier thinks fit, despite any purported appropriation by the Customer.
4.10 If any sum payable under the Contract is not paid when due then, without prejudice to the Supplier’s other rights under the
Contract, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at the higher of
5% per annum above the highest Bank of Scotland base lending rate prevailing from time to time, or at the maximum statutory rate
allowable under the current legislation on the date at which the account became overdue and the Supplier will be entitled to suspend
deliveries of the Products or performance of the Services until the outstanding amount has been received by the Supplier from the Customer.


5. INSTALMENTS


5.1 The Supplier may deliver the Products by separate instalments or perform any Services in stages. Each separate instalment or stage
will be invoiced and paid for separately in accordance with the provisions of the Contract.
5.2 Each instalment or stage will be a separate Contract and no cancellation or termination of any one Contract relating to an
instalment or stage will entitle the Customer to repudiate or cancel any other Contract, instalment or stage.


6. DELIVERY


6.1 Unless otherwise agreed in writing, delivery of the Products will be at the Customer’s address. Delivery of Products will be accepted
at any time of day and at any time after the Products are ready.
6.2 The Supplier will use reasonable endeavours to deliver or perform each of the orders within the time agreed when the order is
placed and, if no time is agreed, then within a reasonable time, but the time of delivery or performance will not be of the essence. The
Supplier shall not be liable for any delay in delivery of the Products or performance of the Services that is caused by a Force Majeure event
or the Customer’s failure to provide the Supplier with adequate delivery instructions or other instructions relevant to the supply of
Products or Services.
6.3 If the Supplier is for any reason unable to fulfil any delivery or performance on the specified date, the Supplier will not be deemed
to be in breach of this Contract, nor will the Supplier have any liability to the Customer for direct, indirect or consequential loss (all of which
terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever
caused (including as a result of negligence) by any delay or failure in delivery except as set out in this condition. Any delay in delivery will
not entitle the Customer to cancel the order unless and until such delay exceeds 60 (sixty) days and the Customer has given 7 days’
written notice to the Supplier requiring the delivery to be made and the Supplier has not fulfilled the delivery within that period. If the
Customer cancels the order in accordance with this Condition 6.3 then the Supplier's liability will be limited to:


6.3.1 a refund to the Customer of any sums which the Customer has paid to the Supplier in respect of that order or part of the order which
has been cancelled; and
6.3.2 the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest
market available, less the price of the Goods, and the Customer will be under no liability to make any further
payments under Condition 4.2 in respect of the order or part of the order which has been cancelled. Unipart shall have no liability for any
failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide
Unipart Rail with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.


6.4 If the Customer fails to take or accept delivery or performance of any of the Products or Services when they are ready for delivery or
performance or to provide any instructions, documents, licences or authorisations required to enable the Products to be delivered or
Services to be performed on time (except solely on account of the Supplier’s default), the Products or Services will be deemed to have
been delivered or performed on the due date and (without prejudice to its other rights) the Supplier may:


6.4.1 store or arrange for storage of the Products until actual delivery or sale in accordance with Condition 6.4.2 and charge the Customer
for all related costs and expenses (including, without limitation, storage and insurance); and/or
6.4.2 sell any of the Products at the best price reasonably obtainable in the circumstances and charge the Customer for any shortfall below
the price under the Contract or account to the Customer for any excess achieved over the price under the Contract, in both cases
having taken into account any charges related to the sale.


6.5 The Customer may return any Products that are unwanted by the Customer provided these Products are returned in accordance with
the Supplier’s current Return’s Policy.


7. RISK AND TITLE


7.1 Risk of damage to or loss of the Products will pass to the Customer when the Products or a consignment or other part thereof
on completion of delivery as set out in Condition 6.1 whether or not the Supplier delivers the Products.
7.2 Subject to the Conditions 7.3 and 7.4, legal and beneficial title to the Products will not pass to the Customer until the Supplier has
received in full (in cash or cleared funds) all sums due to it in respect of the Products and all other sums which at the date of the Contract
are due or owing from the Customer on any account.
7.3 Until title to the Products has passed to the Customer the Customer will:


7.3.1 hold the Products in a fiduciary capacity on trust for the Supplier;
7.3.2 store the Products (at no cost to the Supplier) separately from all other Products of the Customer of any third party in such a way
that they remain readily identifiable as the Supplier’s property;
7.3.3 not destroy, deface, obscure or obliterate any identifying mark on the Products or their packaging;
7.3.4 maintain the Products in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks to
the reasonable satisfaction of the Supplier and will whenever requested by the Supplier produce a copy of the policy of insurance;
7.3.5 permit or facilitate the Supplier at any time to enter any premises of the Customer or of any third party where the Products
are stored in order to inspect them; and
7.3.6 notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1.2 to 14.1.4.


7.4 The Customer may use and resell the Products in the ordinary course of its business before title has passed to it, provided that the
Customer shall be permitted to make sales solely on the following conditions:


7.4.1 the Customer notifies the Supplier of its intention to do so;
7.4.2 any sale of the Products shall be effected at full market value;
7.4.3 any sale shall be a sale of the Customer’s property on the Customer’s own behalf and the Customer shall deal as principal
when making such a sale;
7.4.4 the Customer shall hold such part of the proceeds of sale as represents the amount owed by the Customer to the Supplier in trust
for the Supplier and shall account to the Supplier accordingly; and
7.4.5 the Customer shall include a retention of title clause in the form of this Condition 7 in its sale contract with its customer.


7.5 The Customer’s right to possession of the Products will terminate immediately if the Customer is in material breach of any of the terms
of the Contract, the Customer fails to pay any sums due to the Supplier on or before the due date, any of the circumstances set out
in Condition 14.1.2 – 14.1.4 occur or if the Contract terminates for any reason.
7.6 The Supplier will be entitled to recover payment for the Products notwithstanding that title of any of the Products has not passed from
the Supplier.
7.7 Where the Supplier is unable to determine whether any items are the Products in respect of which the Customer’s right to possession
has terminated, the Customer shall be deemed to have sold all items of the kind sold by the Supplier to the Customer in the order in which
they were invoiced to the Customer.
7.8 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the
Products are or may be stored in order to inspect them, or at any time after payment for the Products has become due or where the
Customer’s right to possession has terminated to recover them.
7.9 The Supplier’s right contained in this Condition 7 shall survive expiry or termination of this Contract howsoever arising.
7.10 Nothing in the Contract will constitute the Customer the agent of the Supplier in respect of any resale of the Products by the Customer.


8. DAMAGE, SHORTAGE OR LOSS IN TRANSIT


8.1 In respect of Products other than Products sold for export from the United Kingdom, the Supplier will not consider any claim for any
damage, shortage or loss in transit unless the Customer has given written notice to the Supplier and any carrier employed by the
Supplier and (if applicable) the carrier’s conditions of carriage and claims notification procedure have been complied with by the
Customer within the following periods:


8.1.1 in the case of partial damage or shortage or loss in the consignment in question to the Supplier within 5 (five) Business Days
and to any carrier other than the Supplier within 3 (three) Business Days from the date of receipt of the Products in question.
8.1.2 in the case of total loss of the Products in question to both Supplier and to any such carrier, within 5 (five) Business Days of the
despatch of the Products in question.


9. EXPORT


9.1 Where the Products are supplied for export from the United Kingdom, the provisions of this Condition 9 shall (subject to any
special terms agreed in writing between the Supplier and Customer) apply not withstanding any other provisions of these Conditions.
9.2 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Products
into the country of destination and for the payment of any duties on them.
9.3 Unless agreed in writing between the Supplier and the Customer the Products shall be made available for collection on an Ex Works
basis (Incoterms 2010) from the Supplier’s premises. The Supplier shall be under no obligation to give notice under Section 32(3) of the
Sale of Goods Act 1979 as amended.
9.4 The Customer shall be responsible for arranging for testing and inspection of the Products at the Supplier’s premises before
shipment. The Supplier shall have no liability for any claim in respect of any defect in the Products which would be apparent on inspection
where such inspection is made after shipment, or for any loss or damage to the Products after they have been delivered in
accordance with Condition 9.3 although the Supplier will arrange insurance in transit (at the Customer’s cost) if reasonably instructed
to so do by the Customer in writing.
9.5 Payments of all amounts due to the Supplier for Products supplied pursuant to this Condition 9, shall be made On a proforma
basis when goods are ready for collection from the Supplier’s premises. Goods will only be released upon receipt of cleared funds
in the Supplier’s bank account.
9.6 The Customer undertakes not to offer the Products for resale in any country notified by the Supplier to the Customer at or before the
time the Customer’s order is placed, or to sell the Products to any person if the Customer knows or has reason to believe that such
person intends to resell the Products in any such country.


10. LIABILITY


10.1 The Supplier will, free of charge within a period of 3 (three) months from the date of dispatch of the Products or performance of
the Services, which are proved to the reasonable satisfaction of the Supplier to be defective due to defects in material or workmanship
repair or at its option, replace or credit the invoice value of such Products or re-perform or at its option credit the invoice value of such
Services. These obligations will not apply where:


10.1.1 the Products (or Customer’s items in connection with which Services have been carried out) have been altered or subjected to
misuse or unauthorised repair or modification or improperly installed or connected (unless carried out by the Supplier);
10.1.2 any maintenance requirements relating to the Products have not been complied with;
10.1.3 the Customer has failed to notify the Supplier in writing of any defect or suspected defect within 14 (fourteen) days of the same
coming to the knowledge of the Customer;
10.1.4 the Customer is in material breach of this Contract;
10.1.5 any instructions as to storage of the Products have not been complied with in all respects;
10.1.6 the Customer makes any further use of the Products after giving notice in accordance with this clause 10; or
10.1.7 the defect arises as a result of fair wear and tear, wilful damage, negligence, or working conditions


10.2 Any Products replaced will belong to the Supplier. Any repaired or replaced Products or Services reperformed or remedied will have
the benefit of the terms set out in Condition 10.1 for the unexpired portion of the 3 (three) month period from the original date of delivery
or performance.
10.3 Where the Supplier has custody of items of the Customer for the purpose of carrying out Services, the Supplier shall reimburse the
Customer the reasonable cost of repairing or at the Supplier’s option, replacing any such item which is damaged or lost whilst in the
Supplier’s custody due to the Supplier’s negligence. Any claim must be made in writing to the Supplier within 7 (seven) days of the item
being returned by the Supplier to the Customer (in the case of a damage claim) or within 7 (seven) days of receiving notice of the loss
(in the case of a loss claim). All costs must be agreed beforehand by the Supplier.
10.4 In the event of any breach of the Supplier’s express obligations under Conditions 6.2, 10.1 and 10.2 above the remedies of the
Customer will be limited to damages.
10.5 The Supplier does not exclude its liability (if any) to the Customer:


10.5.1 for breach of the Supplier’s obligations arising under Section 12 Sale of Goods Act 1979 or Section 2 Sale and Supply of Goods
and Services Act 1982;
10.5.2 for personal injury or death resulting from the Supplier’s
negligence;
10.5.3 under Section 2(3) Consumer Protection Act 1987;
10.5.4 for any matter which it would be illegal for the Supplier to exclude or to attempt to exclude its liability; or
10.5.5 for fraud or fraudulent misrepresentation.


10.6 Except as provided in Conditions 6.2 and 10.1 to 10.5 of this Contract, the Supplier will be under no liability to the Customer
whatsoever for any:


10.6.1 loss of profit (direct or indirect);
10.6.2 loss of revenue, loss of production or loss of business (in each case whether direct or indirect);
10.6.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct or indirect);
10.6.4 loss of data (whether direct or indirect);
10.6.5 loss of anticipated saving or loss of margin (in each case whether direct or indirect);
10.6.6 liability of you to any third parties (whether direct or indirect); or
10.6.7 indirect, special or consequential loss. arising out of or in connection with this Contract, whether in contract,
tort, misrepresentation, under statute or otherwise, howsoever caused including (without limitation) by negligence and/or arising
from a breach of, or failure to perform or defect or delay in performance of, any of the Supplier’s obligations under this Contract.


10.7 Except as set out in Conditions 6.2, 10.1 to 10.5, the Supplier hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the
Customer save that no provisions of this Contract will adversely affect the rights of any consumer.
10.8 Each of the Supplier’s employees, agents or sub-contractors may rely upon and enforce the exclusions and restrictions of liability
in Conditions 6.2 and 10.4 to 10.7 in that person’s own name and for that person’s benefit, as if the words “its employees, agents and subcontractors”
followed the word Supplier wherever it appears in those conditions.
10.9 The Customer agrees to indemnify, keep indemnified and hold harmless the Supplier from and against all reasonable costs
(including the costs of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss (all three of which terms include,
without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damage, claims,
demands, proceedings and legal costs (on a full indemnity basis) and judgments which the Supplier incurs or suffers as a consequence of
a direct or indirect breach or negligent performance by the Customer of the terms of the Contract.


11. INTELLECTUAL PROPERTY


11.1 The Supplier grants to the Customer a revocable, nonexclusive, non-transferable licence to use the Supplier’s IPRs only to
the extent necessary and then solely for the purpose of using, operating, maintaining and repairing the Products.
11.2 The Customer shall not without the prior written consent of the Supplier use any of the Supplier’s IPRs other than for reasonable
and proper purposes in connection with the provision of Products under the Contract.
11.3 The licence in clause 11.1 is without any warranty or obligation on the Supplier’s part in respect of the validity of the IPRs or the noninfringement
of the rights of any other person.
11.4 The Customer will not do anything or act in any way that is or may be inconsistent with or prejudicial to the Supplier’s ownership of its IPRs.
11.5 Except as expressly provided herein, nothing in the Contract shall grant or be deemed to grant to the Customer any right, title or
interest in the Supplier’s IPR and except as expressly stated in the Contract, neither party shall have any right to use the other party’s
trade marks, service marks or logos without the prior written consent of the other party.
11.6 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, prices,
costs or initiatives which are disclosed to it by the Supplier, its employees, agents or subcontractors, and any other confidential
information concerning the Supplier’s business, its products or its services which the receiving party may obtain. The receiving party
shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know the same for
the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents or
subcontractors shall keep such information confidential. The Customer shall not disclose the existence and terms of this
agreement, nor shall it make any disclosure of its commercial relationship with the Supplier without the prior written consent of the Supplier.


12. CORRUPTION


12.1 The Customer shall:


12.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not
limited to the Bribery Act 2010 (Relevant Requirements);
12.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010
if such activity, practice or conduct had been carried out in the UK;
12.1.3 have and shall maintain in place its own policies and procedures, including but not limited to adequate procedures under
the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause 12.1.2 and will enforce them where
appropriate; and
12.1.4 promptly report to the Supplier any request or demand for any undue financial or other advantage of any kind received by the
Customer in connection with the performance of the Contract.


12.2 The Customer shall ensure that any person associated with the Customer who benefits directly or indirectly from the Contract does
so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the
Customer in this clause 12 (Relevant Terms). The Customer shall be responsible for the observance and performance by such persons
of the Relevant Terms, and shall be directly liable to the Supplier for any breach by such persons of any of the Relevant Terms.
12.3 Breach of this clause 12 shall be deemed a material breach of this agreement.
12.4 For the purpose of this clause 12, the meaning of adequate procedures and foreign public official and whether a person is
associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued
under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.


13. DATA PROTECTION


13.1 The parties shall at all times comply with the provisions and obligations imposed by the Data Protection Act 1998 in storing and
processing personal data.


14. TERMINATION


14.1 The Supplier may by notice in writing served on the Customer terminate the Contract forthwith if the Customer:


14.1.1 is in material breach of any of the terms of the Contract and, where the breach is capable of remedy, the Customer fails to remedy
such breach within 7 days service of a written notice from the Supplier, specifying the breach and requiring it to be remedied. For
the avoidance of doubt a material breach includes but is not limited to failure to pay any sums or to take delivery of any Products or
Services in accordance with the Contract;
14.1.2 becomes Insolvent, has a receiver appointed under the Mental Health Act 1983 or dies;
14.1.3 has any distraint, execution or other process levied or enforced on any of its property; or
14.1.4 is subject of anything analogous to the foregoing under the laws of any applicable jurisdiction.


14.2 Termination of the Contract howsoever arising is without prejudice to the rights, duties and liabilities of either the Supplier or
the Customer accrued prior to termination.
14.3 The Supplier will be entitled to suspend any deliveries otherwise due to occur following service of a notice specifying a breach under
Condition 14.1, until either the breach is remedied or the Contract terminates whichever occurs first.


15. FORCE MAJEURE


15.1 The Supplier will not be in breach of the Contract or otherwise liable to the Customer in respect of any failure to perform or delay in
performing any of its contractual obligations to the Customer attributable to any cause preventing the Supplier from performing any
or all such obligations which arise from or are attributable to acts, events, omissions or accidents due to Force Majeure provided that
the Supplier has and continues to comply with its obligations set out in Condition 15.2.
15.2 If the Supplier’s performance of its obligations under the Contract is affected by Force Majeure:


15.2.1 it will give written notice to the Customer, specifying the nature and extent of the Force Majeure, as soon as reasonably practicable
after becoming aware of the Force Majeure and will at all times use all reasonable endeavours to bring the effect of the Force Majeure
event to an end and, whilst the Force Majeure is continuing, mitigate its severity, without being obliged to incur any expenditure;
15.2.2 subject to the provisions of Condition 15.3, the date for performance of such obligation will be deemed suspended only for a
period equal to the delay caused by such event; and
15.2.3 the Customer shall not be in breach of the Contract or otherwise liable to the Supplier for any failure to perform or delay in
performing its obligations under the Contract to the extent that this is due to the Force Majeure event affecting the Supplier; and
15.2.4 the Customer shall continue to pay the price for any Goods and Services which the Supplier continues to supply notwithstanding
the occurrence of the Force Majeure, save the Supplier will not be entitled to payment from the Customer in respect of extra costs and
expenses incurred by virtue of the Force Majeure.


15.3 If the Force Majeure in question continues for more than 60 (sixty) days, either party may give written notice to the other to
terminate the Contract. The notice to terminate must specify the termination date, which must not be less than 15 (fifteen) days after
the date on which the notice is given, and once such notice has been validly given, the Contract will terminate on that termination date.


16. LIEN


The Supplier will (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Customer a
general lien on all property of the Customer in the possession or control of the Supplier for whatever purpose and whether worked
upon or not and be entitled on the expiration of not less than 14 days’ notice in writing to the Customer to dispose of such property and to
apply the proceeds towards the satisfaction of such debts.


17. EXHIBITIONS


The Customer may not exhibit any of the Suppliers products or use any of the Supplier’s brands, logos or other intellectual property at
any public exhibition or trade display, without the Supplier’s prior written approval.


18. GOVERNING LAW AND JURISDICTION


18.1 The Contract and any non-contractual obligations arising out of or in connection with it will be governed by English law. Each party
agrees that the courts of England have exclusive jurisdiction to determine any dispute arising out of or in connection with the
Contract (including in relation to any non-contractual obligations) save that any party may seek specific performance, interim or final
injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.


19. SET OFF

If the Customer shall become bankrupt or insolvent or compound with creditors, or in the event of a resolution being passed or
proceedings being commenced for the liquidation of the Customer, or if an administrative receiver or manager is appointed of all or any part
of its assets or undertakings, the Supplier shall be entitled to cancel the Contract in whole or in part, and also that the Supplier shall
reserve the right to offset any monies owed to the Customer against any outstanding debt existing from the Customer to the Supplier.


20. GROUP CREDIT ACCOUNTS


If the Customer shall be overdrawn or overdue from the stated terms of payment on any of its credit accounts with the Supplier then:


20.1 the Supplier may:
20.1.1 charge interest on the terms of Condition 4.9 on the overdue sum; and
20.1.2 charge interest on sums outstanding under an account hitherto described as “interest free”.
20.2 All monies and liabilities under all the Customer’s accounts with the Supplier shall immediately become due and owing and the
Supplier shall be entitled to immediately close all accounts or any account of the Customer.
20.3 The Supplier may appropriate any payment made by the Customer and apply it in total or partial satisfaction of any debt then
due from the Customer to the Supplier.
20.4 Where the amount paid by the Customer is less than the amount due to the Supplier under an invoice to which it is
appropriated, the Supplier may appropriate the payment to any individual monthly invoices.


21. NOTICES


21.1 Subject to Condition 21.4 any notice or other communication given under or in connection with the Contract shall be in writing and:

21.1.1 delivered by hand;
21.1.2 sent by pre-paid first class post or recorded delivery;
21.1.3 sent by facsimile to that party’s facsimile number; or
21.1.4 sent by e-mail (with a copy sent by pre-paid first class post or recorded delivery within 24 hours after sending the e-mail).
21.2 to the Supplier at the facsimile number, postal or e-mail address and marked for the attention of the individual detailed below or to the
Customer at the facsimile number, postal or e-mail address detailed in any purchase order or other document received by the Supplier
from the Customer (or such other facsimile number, postal or e-mail address or, in the case of the Supplier, individual, as may be notified
by the relevant party to the other party from time to time in accordance with this Condition 21):


Unipart Autoparts
Unipart House
Cowley
Oxford
OX4 2PG
E-mail address: enquiries@unipartautoparts.com
Facsimile number: +44 (0)1865 384735

For the attention of: Head of Sales


21.3 Any notice or communication given in accordance with Condition 21.1 shall be deemed to have been served:


21.3.1 if delivered by hand, at the time of delivery;
21.3.2 if sent by pre-paid first class post or recorded delivery at 9.00 a.m. on the second Business Day after the date of posting;
21.3.3 if sent by facsimile, at the time of confirmation of completion of transmission of the facsimile by way of a transmission report; and
21.3.4 if sent by e-mail at the time of sending (except that if an automatic electronic notification is received by the sender within 24
hours after sending the e-mail informing the sender that the e-mail has not been delivered to the recipient or that the recipient is out of
the office, that e-mail shall be deemed not to have been served); provided that if a notice or communication is deemed to be served
before 9.00am on a Business Day it shall be deemed to be served at 9.00am on that Business Day and if it is deemed to be served on a
day which is not a Business Day or after 5.00pm on a Business Day it shall be deemed to be served at 9.00am on the immediately
following Business Day.


21.4 To prove service of a notice or communication it shall be sufficient to prove that the provisions of Condition 21.1 were complied with.
21.5 This Condition 21 shall not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.


22. GENERAL


22.1 If any term of the Contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful void or
unenforceable, such term shall be deemed to be severed from the Contract and this shall not affect the remainder of the Contract which
shall continue in full force and effect.
22.2 Nothing contained in these Conditions and no action taken by the parties pursuant to a Contract shall be deemed to constitute a
relationship between the parties or partnership, joint venture, principal and agent or employer and employee. Neither party shall
have, nor represent that it has, any authority to make any commitments on the other party’s behalf.
22.3 Except as expressly provided for under this Contract, the parties to this Contract do not intend that any of its terms will be enforceable
by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
22.4 The Customer shall not assign the benefit or delegate the burden of the Contract without the prior written consent of the Supplier.
22.5 Any failure or delay by the Supplier in exercising any of its rights, powers or remedies under the Contract will not in any
circumstances impair such right, power or remedy nor operate as a waiver of it.
22.6 In these Conditions the following words shall have the following meaning:


Definition
“Associated Companies” in relation to the Supplier, any subsidiary of the Supplier or any holding company of the Supplier or any other subsidiary or such
holding company and the term “subsidiary” and “holding company” shall have the same meanings attributed thereto in section 736 of the Companies Act 1985 as amended
“Business Day” - a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales
“Conditions” - the terms and conditions of the Supplier herein contained relating to the sale of Products and/or the supply of Services
“the Contract” - any contract made between the Customer and the Supplier for the sale of Products and/or the supply of Services by the Supplier
“the Customer” - the person(s), firm or company whose order for the Products and/or the Services is accepted by the Supplier
“Force Majeure” - any cause preventing the Supplier from performing any or all of its obligations which arises from or is
attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of the Supplier including,
without limitation, strikes, lockouts or other industrial disputes, protest, act of God, war, or national emergency, an act of terrorism,
riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, fire, explosion, flood, storm, epidemic
“Insolvent” - the Customer is insolvent where:


a) if the Customer is a company, LLP or partnership, the Customer:
(i) has a receiver, administrator or provisional liquidator appointed;
(ii) is subject to a notice of intention to appoint an administrator;
(iii) passes a resolution for its winding-up (save for the purpose of a solvent restructuring previously approved in writing by the terminating party);
(iv) has a winding up order made by a court in respect of it;
(v) enters into any composition or arrangement with creditors (other than relating to a solvent restructuring previously approved in writing
by the terminating party);
(vi) ceases to carry on business or in the reasonable opinion of the Supplier is likely to cease to carry on business within one month; or
(vii) has any steps or actions taken in connection with any of these procedures, or
(viii) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction. or


b) if the Customer is an individual, the Customer:
(i) has a receiver appointed;
(ii) has a bankruptcy order made by a court in respect of him;
(iii) has a bankruptcy petition presented in respect of him;
(iv) enters into any composition or arrangement with creditors;
(v) ceases to carry on business or in the reasonable opinion of the Supplier is likely to cease to carry on business within one month; or
(vi) has any steps or actions taken in connection with any of these
procedures; or
(vii) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction.


“IPR” - all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and
domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights
in computer software, database right, topography rights, rights in confidential information (including know-how, trade secrets, access
codes and passwords) and any other intellectual property rights, in each case whether registered or unregistered and including all
applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Order” - the Customer’s order for the Products and/or Services.
“Products” - any goods which the Supplier supplies to the Customer (including any of them or any part of them) under a Contract
“Supplier” - Unipart Group Limited, company number 576777, trading as Unipart Autoparts
“Services” - any services which the Supplier provides to the Customer (including of them or any part of them) under a Contract

Company Details

Unipart Group Limited, Registered in England, Company Number 576777, Registered Office: Unipart House, Cowley, Oxford, OX4 2PG