Heading 1

Terms and Conditions of Purchase
1. General
a. With the exception of (1.b) below, these Conditions shall apply to the purchase of Goods by the
Company from the Seller, to the exclusion of all other terms and conditions that the Seller seeks
to impose or incorporate whether in negotiation, or at any stage in the dealings between the
Company and the Seller, or which are implied by law, trade custom, practice or course of
dealing.
b. Any specific terms and conditions contained on a separate written and executed agreement
entered into by and between the authorised signatories of the Company and the Seller, to the
extent only that they contradict these Conditions, shall take precedence over these Conditions,
otherwise the Conditions shall prevail.
c. If there is any conflict or ambiguity between these terms and conditions and the Purchase Order,
the terms of the Purchase Order shall prevail.
d. TheSeller shall be deemed to have accepted these Conditions in the absence of any formal written notice to
the contrary being received by the Company within 14 calendar days of the date of issue as indicated
below.
2. Acceptance of Purchase Order
a. The Purchase Order constitutes an offer by the Company to purchase Goods from the Seller in accordance with these
Conditions.
b. The Purchase Order shall be deemed to be accepted on the earlier of:
i. the Seller issuing written acceptance of the Purchase Order; or
ii. any act by the Seller consistent with fulfilling the Purchase Order,
at which point and on which date the Contract shall come into existence.
c. The Company shall not be liable to the Seller for any Goods supplied without prior
acceptance of a corresponding Purchase Order.

3. Definitions
a. "Artwork" shall mean the design (including electronic file copies) of all logos and other designs and the
typesetting for the Goods supplied by the Company to the Seller.
b. "Company" shall mean Tomato Source Limited, a company incorporated under the laws of England and Wales
with registered number 05483660, whose registered office is at North Quay House, Sutton Harbour, Plymouth,
Devon, PL4 0RA, UK.
c. “Company Materials” shall mean all materials, equipment and tools, drawings, specifications and data (including the
Goods Specification and Artwork) supplied by the Company to the Seller.
d. “Conditions” shall mean these terms and conditions incorporating the terms of the Purchase Order.
e. “Confidential Information” shall mean all information which is specific to the business of the relevant party and
is communicated or supplied by that party to the other which is of a confidential nature and which is in oral,
visual, written or any other form and shall in the case of the Company include any and all information relating to
the business of the Company, supplied by the Company to the Seller, or received or deduced by the Seller
either directly or indirectly from information supplied by the Company, the performance of services or as a
result of visits by the Seller to the premises of the Company or its customers, including (without limitation)
Company Materials, technical information, data, artwork, design/origination, products, new business ideas,
business information, marketing information, pricing details, customer details and any other information relating
to the business of the Company or its associated companies.
f. “Contract” shall mean the contract between the Company and the Seller for the supply of Goods in accordance with
these Conditions.
g. "Goods" shall mean goods (or any part of them) set out in the Purchase Order.
h. “Goods Specification” shall mean any specification for the Goods, including any related plans and drawings, that is
contained in or referred to in the Purchase Order.
i. “Intellectual Property Rights” shall mean patents, rights to inventions, copyright and related rights, moral rights, trade
marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in
designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how
and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and
including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority
from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world.
j. "Party" or "Parties" shall mean the Company and the Seller.
k. "Purchase Order" shall mean any valid and properly authorised purchase order issued by the Company to the
Seller.
l. "Seller" shall mean any individual, partnership, company, or other legal entity whose name appears on the Purchase Order.
4. Variation
a. NeitherParty shall be bound by any variation or addition to these Conditions, except as agreed in writing by
authorised signatories of the Parties.

5. Warranties
a. The Seller warrants that the Goods will:
i. correspond with their description and any applicable Goods Specification;
ii. be free from defects in design, workmanship and materials, and remain so for 12 months after

delivery;
iii. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose
held out by the Seller or made known to the Seller by the Company, expressly or by implication, and
in this respect the Company relies on the Seller’s skill and judgement;
iv. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling,
packaging, storage, handling and delivery of the Goods;

b. The Seller shall ensure that at all times it has and maintains all the licences, permissions, authorisations,
consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
c. Any warranties of the Seller shall be enforceable by the Company and its assigns notwithstanding any inspection
of the Goods by the Company or its agents, contractors or assigns. In addition, theSeller agrees to pass on to the
Company any warranty benefits it receives from its suppliers.
d. TheSeller shall maintain a system of quality control and product identification to assist the Company in any recall
procedure or product liability action. The Seller shall provide data from the said system to the Company upon
request.

6. Ownership of Intellectual Property Rights
a. All Company Materials, together with the IntellectualProperty Rights therein, shall be the exclusive property of
the Company or its licensors.

7. Price
a. The price for the Goods shall be the price specified in the PurchaseOrder unless otherwise agreed in writing
between theParties. The price shall be inclusive of the costs of packaging, insurance and carriage of the
Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer.

8. Payment
a. The Company shall pay for the Goods within sixty days from month end of the date of receipt of the Seller's invoice
provided that the invoice quotes an official Purchase Order number, corresponds to the details of the Purchase Order
in terms of quantity and value, the Goods to which the invoice refers have been proved to be delivered in full in
accordance with the Conditions, and the invoice has been sent to the correct Company address as advised by the
Company.
b. The Company shall be entitled at any time, without notice to the Seller, to set off any liability of the Seller to
the Company against any liability of the Company to the Seller, whether either liability is present or future,
liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by the
Company of its rights under this clause shall not limit or affect any other rights or remedies available to it
under the Contract or otherwise.

9. Delivery
a. The Goods, properly packed and secured in such a manner as to reach their destination in good condition, shall be
delivered carriage paid to such a destination as the Company may direct.
b. Each shipment of Goods shall be accompanied by a separate delivery note and invoice, and all delivery notes, 
invoices, and other documentation in connection with the Goods shall bear the Company's appropriate Purchase
Order number and relevant details contained on thePurchase Order.
c. Where the date or time is specified for the delivery of the Goods time shall be of the essence.
d. The Seller shall ensure that all packaging complies with any packaging requirements notified by the Company, and
that the Seller's company name does not appear on or within the packaging.

10. Risk
a. The Goods shall be delivered at the Seller's risk to a secure place of delivery as notified by the Company, ensuring
that the Goods are received by a member of the Company staff or the Company's appointees unless advised
otherwise in advance in writing. The Seller will repair or replace, free of charge, Goods damaged or lost or stolen in
transit.
11. Title
a. The property in the Goods shall pass to the Company at the time of delivery, which shall take place when the Goods
are delivered to the place specified in the Purchase Order, without prejudice to any rights of rejection or other rights,
which may accrue to the Company under these Conditions.

12. Rejection
a. If any of the Goods do not comply with any of these Conditions or with any additional conditions including quantity,
quality, specification or other descriptions, the Company shall be entitled to reject the Goods or any part of them at
any time after delivery, irrespective of whether the Company is deemed to have accepted them under applicable
law or any latent defects in the Goods have become apparent after delivery. Any failure by the Seller to reject the
Goods shall be without prejudice to any rights that the Company may have against the Seller. The Company shall be
entitled to return any rejected Goods, carriage forward at the Seller’s cost, to the Seller, at the risk of the Seller.
b. Should the Company reject the Goods and/or the Works it shall have the option to require the Seller, atSeller's
expense, to collect any and all Goods that have been delivered and/or repair or replace the rejected Goods and/or
the completed Works at the Seller's expense, or secure a refund from the Seller for the non-complying Goods
and/or Works.

13. Non Delivery
a. If theSeller fails to deliver the Goods or any part thereof within the time specified in the Purchase Order, the
Company shall be entitled to terminate the contract with immediate effect, purchase otherGoods of the
same or similar description to make good such default, and recover from the Seller the amount by which the
cost of purchasing other Goods exceeds the price that would have been payable to the Seller in respect of the
Goods replaced by such purchases together with damages for any additional costs, loss or expenses
incurred by the Company which are in any way attributable to the Seller’s failure to meet such dates,
without prejudice to any other remedy for breach of contract.

14. Indemnity
a. The Seller shall indemnify the Company against all claims, costs, expense, loss or damage, whether direct or
consequential, including loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on
a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by the
Company, arising out of or in connection with:
i. the Seller's failure to supply any Goods in accordance with the Conditions;
ii. any breach by the Seller of clause 20;
iii. any claim made against the Company for actual or alleged infringement of a third party's Intellectual
Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods
(excluding the Customer Materials);
iv. any claim made against the Company by a third party for death, personal injury or damage to property
arising out of, or in connection with, defects in the Goods, as delivered; and
v. any claim made against the Company by a third party arising out of or in connection with the supply of
the Goods, as delivered.

b. The Seller's obligation to indemnify the Company shall survive the expiration or termination of the Contract.
c. The parties shall each ensure that it has appropriate insurance policies in place to cover its obligations under
this Contract. These policies shall be to a value of not less than £2,000,000 (or the equivalent in local currency)
and shall be with a reputable insurance company.
d. Each party shall, upon request, provide the other with copies with a valid insurance certificate.
15. Limitation of Liability
a. This clause sets out the entire financial liability of the Company (including any liability for the acts or omissions
of its employees, agents and subcontractors) in respect of:
i. any breach of this Contract; and
ii. any representation, statement or tortious act or omission (including negligence) arising under or in
connection with this Contract.

b. Nothing in this agreement shall limit or exclude the liability of the Company for:
i. death or personal injury resulting from negligence; or
ii. fraud or fraudulent misrepresentation.
c. Without prejudice to clause 15.b, the Company shall not be liable to the other, whether in contract, tort
(including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
i. loss of profit; or
ii. loss of goodwill; or
iii. loss of business; or
iv. loss of business opportunity; or
v. loss of anticipated saving; or
vi. loss or corruption of data or information; or
vii. special, indirect or consequential damage or loss suffered by the Seller that arises under or in
connection with this Contract.

d. Without prejudice to clause 15.b or clause 15.c, the Company’s total liability arising under or in connection with
this Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty
or misrepresentation, or otherwise, shall be limited to £2,000,000 (Two Million Pounds).

16. Assignment
a. The Seller shall not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any
other manner with any of its rights and obligations under the Contract without the prior written consent of the
Company.
b. Subject to clause 16.a, if theSeller sub-contracts the supply of Goods it will at all times be held fully liable to the
Company for the acts and omissions of its sub-contractors.

17. Termination
a. The Company may terminate the Contract with immediate effect, without any further obligations to the Seller by
notice in writing on the happening of any of the following:
i.
ii. The Seller commits a material breach of any term of the Contract which breach is irremediable or (if
such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in
writing to do so;
iii. The Seller takes any step or action in connection with its entering administration, provisional liquidation
or any composition or arrangement with its creditors (other than in relation to a solvent restructuring),
being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent

restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the
step or action is taken in another jurisdiction, in connection with any analogous procedure in the
relevant jurisdiction; or
iv. The Seller suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a
substantial part of its business.

18. Consequences of termination
a. On termination of the Contract, the Seller shall immediately return all Customer Materials. If the Seller fails to
do so, then the Company may enter the Seller’s premises and take possession of them. Until they have been
returned or delivered, the Seller shall be solely responsible for their safe keeping and will not use them for
any purpose not connected with the Contract.
b. Termination or expiry of the Contract shall not affect the parties' rights and remedies that have accrued as at
termination or expiry, including the right to claim damages in respect of any breach of the Contract which
existed at or before the date of termination or expiry.
c. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on
or after termination or expiry of the Contract shall remain in full force and effect.

19. Force Majeure
a. Neither Party shall be liable to the other for any failure to fulfil its obligation under the Order if such a failure is
caused by circumstances beyond its reasonable control provided that all reasonable endeavours are
undertaken where possible to promptly rectify such failures. If the period of delay or non-performance
continues for 4 weeks, the party not affected may terminate the Contract by giving 30 days' written notice to
the affected party.
20. Confidentiality
a. Each of the Company and the Seller acknowledges that the other retains all proprietary rights in its Confidential
Information. The Company and the Seller shall treat as confidential all Confidential Information of the other and
shall:
i. Not without the prior written consent of the other use any part of the Confidential Information for any
purpose other than to perform its obligations under the Contract;
ii. Not without the prior written consent of the other copy, reproduce or reduce to writing any part of the
Confidential Information;
iii. Not without the prior written consent of the other disclose to any person any part of the Confidential
Information other than to its employees, officers, representatives, subcontractors or advisers who need
to know the Confidential Information for the purposes of carrying out the party's obligations under the
Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or
advisers to whom it discloses the other party's confidential information must comply with this clause 19;
iv. Apply to it no lesser security measures and degree of care that it applies to its own confidential
information or proprietary information

b. Each party may disclose the other party's confidential information as may be required by law, a court of competent
jurisdiction or any governmental or regulatory authority

21. Waiver
a. No waiver by the Company of any breach of the Contract shall be considered as a waiver of any subsequent breach of the
same.
22. Non-Solicitation
a. The Seller agrees not to solicit, seek to employ, or hire for any purpose any employee of the Company who is
directly or indirectly connected with the purchasing of the Goods for a period of 12 months from the date of any
Purchase Order other than by means of a national advertising campaign open to all-comers and not
specifically targeted at such staff.

23. Anti-bribery
a. The Seller shall:
i. comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including
to the Bribery Act 2010 (Relevant Requirements);
ii. 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;
iii. notify the Company (in writing) if it becomes aware of any breach of clause 23.a.i, or has reason to
believe that it or any person associated with it has received a request or demand for any undue financial
or other advantage in connection with the performance of this Contract;
iv. on request certify to the Company in writing signed by an officer of the Seller, compliance with this
clause 23 by the Seller and all persons associated with it under clause 23.b. The Seller shall provide
such supporting evidence of compliance as the Company may reasonably request.

b. The Seller shall ensure that any person associated with the Seller who is performing services in connection with this
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 Seller in this clause 23 (Relevant Terms). The Seller shall be responsible for the
observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Company for
any breach by such persons of any of the Relevant Terms.
c. Breach of this clause 23 shall be deemed a material breach under clause 17.a.ii.
d. For the purpose of this clause 23, 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. For the purposes of this clause 23 a person associated with the Seller includes any subcontractor

of the Seller.
24. Partnership/Agency
a. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between
the parties, constitute either party the agent of the other, or authorise either party to make or enter into any
commitments for or on behalf of the other party.

25. Systems and Information Technology
a. TheSeller agrees that the ownership and full title in all intellectual property of any systems and software or access
to any systems and software provided by the Company (including ownership or copyright, patent, and design
right) shall remain with the Company or the Company's software or systems supplier as marked on the systems
or software provided.
b. The Seller agrees to deliver up to the Company all copies (including associated instruction and operations
manuals)of such systems and software within 48 hours of notice of request to do so by the Company or upon
expiration or termination of these conditions.
c. The Seller agrees to use its best endeavours to prevent computer viruses from being introduced by its employees,
agents, or contractors onto any information technology or communications equipment used by the Company or the
Company's customers. TheSeller agrees to indemnify the Company against all claims, costs, expenses, losses, or
damages, whether direct or consequential that the Company may suffer as a result of any damage caused by the
Seller to the Company or to the Company'sCustomer's systems, software, information technology, and databases.

26. Severability
a. If any term or provision of these Conditions is held to be illegal or unenforceable, in whole or in part, under any
enactment or rule of law, such term or provision or part thereof shall to that extent be deemed not to form part of the
Conditions but the enforceability of the remainder Conditions shall not be affected.

27. Law and Jurisdiction
a. This Contract shall be governed by and construed in accordance with the law of England and Wales and the
parties hereby irrevocably submit to the [non-exclusive] jurisdiction of the courts of England and Wales.

28. Notices
a. Any notice or other communication hereunder shall be in writing which for the avoidance of doubt shall be by means
of a postal letter (with proof of delivery), facsimile (confirmed to be delivered), or confirmed electronic mail delivery
sent by either party to the other at the addresses normally applying for day to day correspondence.

Revision date: January 2021

© 2021 by Tomato Source Limited. Registered in England & Wales No 5483660. VAT No GB 914 6272 28

TomatoSource is a registered trademark of Tomato Source Limited No 251613