Terms &
Conditions

International Electric Company Limited

Terms of Purchase for Goods and Services

Revised 1 August 2022

1. DEFINITIONS.

“Buyer” International Electric Company Limited or its affiliate indicated on the

Purchase Order.

“Contract” Any contract which results from the acceptance by the Supplier of a

Purchase Order incorporating these terms.

“Goods” The raw materials, finished goods, parts, components, articles, deliverables or

other items described in the Purchase Order to which Buyer will take title.

“Purchase Order” The purchase order issued by Buyer to Supplier.

“Services” The services, work, or other performance obligations covered by the

Purchase Order.

“Supplier” The individual or entity providing the goods and/or Services covered by the

Purchase Order.

2. OFFER AND ACCEPTANCE .

These General Conditions for Purchase of Goods and Services (the “Terms”), together with the

Purchase Order or other documents to which these Terms are attached or incorporated by reference,

constitute an offer by Buyer to purchase the Goods and/or Services (as applicable) from Supplier in

accordance with and subject to the terms herein.

The Purchase Order is not binding on Buyer until it is accepted by Supplier. Supplier will be deemed

to have accepted the Purchase Order when it (i) sends Buyer notice of acceptance in writing, (ii) starts

to perform the Services in accordance with the terms of the Purchase Order, and/or (iii) delivers any or

all of the Goods covered by the Purchase Order, whichever occurs first. Buyer may withdraw the

Purchase Order at any time before it is accepted by Supplier. No contract will exist except herein

provided.

Supplier's acceptance is expressly limited to these Terms. Any invoice, acknowledgement or other

communication issued by Supplier in connection with the Purchase Order will be construed to be for

record and accounting purposes only, and any terms or conditions set forth in such communication will

not apply to the Purchase Order and will not be considered to be Supplier's exceptions to these Terms.

Any additional or different terms proposed by Supplier are objected to and rejected and will be

deemed a material alteration hereof, unless expressly assented to in writing by Buyer. Furthermore, Buyer

will not be bound by, any "disclaimers" or "click to approve" terms or conditions now or hereafter

contained in any website used by Supplier in connection with the Goods and/or Services (as applicable)

or the Purchase Order.

3. DELIVERY.

(a) Delivery Date. Supplier will deliver the Goods and/or complete performance of the Services (as

applicable) on the date(s) specified in the Purchase Order (the "Delivery Date"). If no delivery date is

specified, Supplier will deliver the Goods and/or complete performance of Services (as applicable)

within thirty (30) days of Supplier's receipt of the Purchase Order (which date will be the Delivery Date).

Timely delivery of the Goods and timely performance of the Services are of the essence.

(b) Delivery Location. All Goods will be delivered to, and all Services will be performed at, the

address specified in the Purchase Order (the "Delivery Location") during Buyer's normal business hours or

as otherwise instructed by Buyer.

the delivery terms specified therein. If no delivery terms are specified, all deliveries of such Goods to and

from locations within the United Kingdom will be made DPU Delivery Location (INCOTERMS 2020), and all

deliveries of such Goods to and/or from locations outside the United Kingdom will be made DDP Delivery

Location (INCOTERMS 2020).

(d) Notice; Documents. When Goods are delivered to a carrier for transportation, Supplier will give

prompt written notice to Buyer and provide Buyer all documents necessary to release the Goods to

Buyer. The "PO Number" indicated in the Purchase Order must appear on all applicable shipping

documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other

documents pertaining to the Purchase Order.

(e) Title; Risk of Loss. Title to the Goods covered by the Purchase Order (if any) passes to Buyer upon

delivery of the Goods. Supplier bears all risk of loss or damage to the Goods until delivery.

(f) Packaging. All Goods covered by the Purchase Order must be packed for shipment according

to Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are

delivered in undamaged condition. Supplier must provide Buyer prior written notice if it requires Buyer to

return any packaging materials. Any return of packaging materials will be made at Supplier's expense.

(g) Early Delivery. Buyer may return any Goods delivered prior to the Delivery Date at Supplier's

expense and Supplier will redeliver such Goods on the Delivery Date.

(h) Quantity. The specific quantity of any Goods ordered must be delivered in full and not be

changed without Buyer's written consent. If Supplier delivers more or less than the quantity of Goods

ordered, Buyer may reject all or any of the Goods. Any such rejected Goods will be returned to Supplier

at Supplier's risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of

Goods at the increased or reduced quantity, the Price for the Goods will be adjusted on a pro-rata

basis.

4. INSPECTION, REJECTION AND ACCEPTANCE.

(a) Inspection and Rejection. All Goods and Services are subject to Buyer's right of inspection and

rejection on or after the Delivery Date (if applicable). Buyer, at its sole option, may inspect all or a

sample of the Goods, and may reject all or any portion of the Goods and/or Services if it determines

that the Goods or Services are defective or otherwise do not conform to the descriptions and

specifications delivered in connection with the Purchase Order or otherwise communicated to Supplier

in writing.

(b) Consequence of Rejection. If Buyer rejects any portion of the Goods and/or Services (as

applicable), Buyer may, upon written notice to Supplier: (i) rescind the Purchase Order in its entirety; (ii)

accept defective and/or non-conforming Goods and/or Services (as applicable) at a reasonably

reduced Price; or (iii) reject the non-conforming Goods and/or Services (as applicable) and require the

replacement or re-performance (as applicable) thereof.

Goods and/or Services (as applicable), Supplier will, at its expense, promptly replace or reperform

the non-conforming Goods and/or Services (as applicable) and pay for all related expenses,

including, but not limited to, transportation charges for the return of the non-conforming Goods and the

delivery of replacement Goods. If Supplier fails to timely deliver replacement Goods or re-perform

Services (as applicable), Buyer may replace the non-conforming Goods and/or Services (as applicable)

with goods and/or services (as applicable) from a third party and charge Supplier the cost thereof and

terminate the Purchase Order for cause. Any inspection or other action by Buyer under this Section will

not reduce or otherwise affect Supplier's obligations under the Purchase Order, and Buyer will have the

right to conduct further inspections after Supplier has carried out its remedial actions.

(d) Failure to Deliver. If Supplier fails to deliver the Goods and/or perform the Services (as

applicable) in full on the Delivery Date, Buyer may terminate the Purchase Order immediately by

providing written notice to Supplier and Supplier will indemnify Buyer against any losses, claims,

damages, and reasonable costs and expenses directly attributable to Supplier's failure to deliver the

Goods and/or Services (as applicable) on the Delivery Date.

5. PRICE AND PAYMENT.

(a) Prices. The price of the Goods and/or Services (as applicable) is the price stated in the Purchase

Order, or If no Price is specified in the Purchase Order: (i) the price set out in Supplier's published price list

in force as of the date of the Purchase Order, or (ii) the price last quoted or billed by Supplier at the

prevailing market price, whichever is lower (the "Price").

(b) Price Inclusive. Supplier warrants that the Prices shown in the Purchase Order are complete and

inclusive of all charges including, without limitation, charges for shipping, packaging, labeling, custom

duties, taxes (other than value added taxes), insurance, storage, boxing and crating. No additional

charges will be added to the Price, nor will any increase in the Price last quoted or charged to Buyer be

effective, whether due to increased materials, labor or transportation costs or otherwise, without the

prior written consent of Buyer.

completion of the Services (as applicable) except as specified in the Purchase Order, and then only in

accordance with these Terms. All invoices and payments hereunder will be denominated in British

pounds sterling unless otherwise stated in the Purchase Order.

(d) Payment Terms. Buyer will pay all properly invoiced amounts due to Supplier in accordance with

the payment terms specified in the Purchase Order. If no payment terms are specified, Buyer will pay all

properly invoiced amounts due to Supplier within seventy-five (75) days after Buyer's receipt of such

invoice, except for any amounts disputed by Buyer in good faith. In the event of a payment dispute,

Buyer will deliver a written statement to Supplier listing all disputed items and providing a reasonably

detailed description of each disputed item. The parties will seek to resolve all such disputes expeditiously

and in good faith. Supplier will continue performing its obligations under the Purchase Order

notwithstanding any such dispute.

(e) Set-Off; Recoupment. Without prejudice to any other right or remedy it may have, Buyer

reserves the right to set off or recoup, at any time, any amount owing to it by Supplier against any

amount payable by Buyer to Supplier.

6. FORCE MAJEURE.

Neither party will be liable for any delay or failure in performing its obligations under the Purchase

Order (including failure to take delivery of the Goods) to the extent that such delay or failure is caused,

without such party's fault or negligence, by a Force Majeure Event. For purposes of these Terms, a "Force

Majeure Event" refers to the occurrence of unforeseeable and/or unavoidable circumstances beyond a

party's control that, by their nature, make such party's performance commercially impractical, including,

but not limited to, acts of God or the public enemy, fire, flood, acts of war, government action,

accident, earthquakes, explosion, epidemic, invasion, hostilities, terrorist acts, riots, strike, embargoes or

industrial disturbances. A party's economic hardship or changes in market conditions are not considered

Force Majeure Events excusing such party's performance. Supplier will use all diligent efforts to end the

failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized

and resume performance under the Purchase Order. If a Force Majeure Event prevents Supplier from

carrying out its obligations under the Purchase Order for a continuous period of more than thirty (30)

days, Buyer may terminate the Purchase Order immediately by giving written notice to Supplier.

7. WARRANTIES.

(a) Construction and Interpretation. The warranties expressed in these Terms will be in addition to

and construed as consistent and cumulative with each other and with all warranties provided, express

or implied, by law or equity (collectively, the "Warranties"). It is the intent of Buyer and Supplier that if any

Warranties are held to be inconsistent, Buyer may, at any time, including in the course of a suit for

breach, select which Warranty will be excluded from the Purchase Order. All Warranties will run to Buyer,

its customers and subsequent owners of the Goods and/or Services (as applicable) to which they relate.

There are no exclusions, limitations, or disclaimers of warranty other than those that may be expressly

recited in these Terms. All Warranties will be construed liberally in favor of Buyer. All Warranties will be

construed as conditions as well as promises.

(b) Warranties of Goods. Supplier warrants to Buyer that any Goods to be supplied or delivered

pursuant to the Purchase Order will (i) be merchantable, (ii) be free from any defects in workmanship,

materials and design, (iii) be manufactured, packaged, labeled, handled, shipped and stored by

Supplier or its agent in a good and workmanlike manner at quality levels consistent with industry

standards and in accordance with all applicable specifications, drawings, designs, samples and other

requirements specified by Buyer, (iv) be fit, safe and effective for their intended uses and purposes, and

operate as intended, (v) be free and clear of all liens, security interests or other encumbrances; and (vi)

not infringe or misappropriate any letters patent, trademark or copyright issued or granted within the

European Union or any other intellectual property rights of any third party.

Order, Supplier warrants to Buyer that (i) Supplier will perform the Services using personnel of required

skill, experience and qualifications and in a professional and workmanlike manner in accordance with

generally recognized industry standards for similar services and in accordance with any and all

specifications provided by Buyer, (ii) Supplier will devote adequate resources to meet its obligations

under the Purchase Order, and (iii) Supplier's performance of the Services will not infringe or

misappropriate any letters patent, trademark or copyright issued or granted by the European Patent

Office or any other intellectual property rights of any third party.

(d) Further Warranties. Supplier further warrants to Buyer that (i) Supplier's acceptance of, or

performance under, the Purchase Order does not result in a conflict of interest between Supplier or any

third party, (ii) Supplier has the full legal right to provide all Goods and/or Services (as applicable), and

that there is no claim, litigation or proceeding pending or to its knowledge threatened against Supplier

with respect to such Goods and/or Services, or any component thereof, alleging infringement of any

patent or copyright or violation of any trade secret or any other proprietary right of any person, and (iii)

Supplier will obtain and maintain all permits, licenses, and consents required in connection with its

performance under the Purchase Order.

(e) Warranty Periods. All Warranties set forth in these Terms will remain in effect for a period of five

(5) years from the date of acceptance of the Goods and/or Services (as applicable) by Buyer and will

not be deemed waived by reason of Buyer's receipt, inspection, or acceptance of, or by payment for,

the Goods and/or Services (as applicable).

(f) Remedy. Promptly upon discovery by Supplier or notice from Buyer of any breach of any of the

Warranties, Supplier will, at its expense, promptly replace or re-perform the non-conforming Goods

and/or Services (as applicable) and pay for all related expenses, including, but not limited to,

transportation charges for the return of the non-conforming Goods and the delivery of replacement

Goods. If Supplier fails to timely deliver replacement Goods or re-perform Services (as applicable), Buyer

may replace the non-conforming Goods and/or Services (as applicable) with goods and/or services (as

applicable) from a third party and charge Supplier the cost thereof and terminate the Purchase Order

for cause.

(g) Notice of Breach. Notice of breach of warranty may be given orally or in writing; said notice

need not include a clear statement of all objections that will be relied upon by Buyer as the basis for

breach. Any applicable statute of limitations runs from the date of Buyer's discovery of the

noncompliance of the Goods and/or Services (as applicable) with the foregoing warranties.

8. COMPLIANCE.

(a) Compliance with Laws. Supplier warrants that, in performing its obligations under the Purchase

Order, Supplier will comply (and will require all of its employees and other agents involved in Supplier's

performance under the Purchase Order to comply) with all applicable laws, codes, regulations, rules

and orders in the performance of the Purchase Order and that any Goods have been manufactured in

compliance with all laws, codes, regulations, rules and orders. Supplier further warrants that it will not

discriminate against any applicant or employee because of race, color, religion, sex or national origin.

(b) Anti-Bribery. Supplier acknowledges that Buyer is subject to the UK Bribery Act, the U.S. Foreign

Corrupt Practices Act and anti-bribery and anti-corruption laws in various other jurisdictions. Supplier

warrants that it will (i) comply in all respects with such laws, rules and regulations related thereto,

including the comparable laws of all jurisdictions where it or its agents are conducting business, (ii)

provide written certification of its compliance with the foregoing when asked by Buyer, and (iii)

cooperate with Buyer and its designees at Supplier's expense in any inquiry or investigation of Supplier or

its agents regarding their conduct or alleged conduct relating to compliance or failure to comply with

any of the foregoing.

indentured labor, bonded labor or use corporal or other forms of mental and physical coercion as a

form of discipline. Moreover, Supplier agrees that it will not conduct business with vendors employing

children, prison labor, indentured labor, bonded labor or who use corporal punishment or other forms of

mental and physical coercion as a form of discipline. In the absence of any national or local law, Buyer

and Supplier agree to define "child" as less than 16 years of age. Buyer may audit Supplier's premises to

ensure compliance with this warranty.

9. INDEMNIFICATION.

Supplier agrees to indemnify, defend and hold harmless Buyer, its affiliates, and their respective

directors, officers, employees, customers and agents, from and against any and all claims, demands,

causes of action, losses, damages, direct and indirect costs and expenses or other liability, including

reasonable attorneys' fees, arising out of or resulting in any way from (i) Supplier's manufacture and/or

supply of Goods to Buyer, (ii) Supplier's performance of Services, (iii) any defect in the Goods, (iv) the

negligence or willful misconduct of Supplier, its agents or employees, (v) any claim for bodily injury or

death, damage to property or any claim by an employee or subcontractor of Supplier for wages and

benefits, (vi) Supplier's breach of any representation, warranty, covenant or other obligation hereunder,

and/or (vii) the infringement of any third party proprietary rights with respect to (A) Services performed

by Supplier, and/or (B) Goods supplied by Supplier (including, without limitation, with respect to Supplier's

manufacture and/or Buyer’s use or possession thereof). Supplier's obligation to indemnify will survive the

expiration or termination of the Purchase Order by either party for any reason. Supplier may, at its option,

conduct the defense of any third party action and Buyer will cooperate with Supplier's defense as

reasonably requested. If the use or sale of any Goods is enjoined as a result of any action or proceeding,

in addition to such other rights or remedies that Buyer may have hereunder or by law, Supplier, at no

expense to Buyer, will obtain for Buyer and its customers the right to use and sell said item, or will

substitute an equivalent item, acceptable to Buyer, and extend this indemnity with respect to such item.

In the event that Supplier is unable to secure such rights of use or to secure an equivalent item as a

substitute for Buyer or its customers, Supplier will indemnify Buyer and its customers for any and all losses

or damages sustained by reason of such injunction.

10. INSURANCE.

Supplier will be solely responsible for maintaining such adequate health, auto, workers'

compensation, unemployment compensation, disability, liability, and other insurance, as is required by

law or as is the common practice in Supplier's trades or businesses, whichever affords greater coverage.

Upon request, Supplier will provide Buyer with certificates of insurance or evidence of coverage. Supplier

will provide adequate coverage for any of Buyer's property under the care, custody or control of

Supplier.

11. TERMINATION.

(a) Termination for Cause. Buyer may cancel all or any part of the undelivered portion of the

Purchase Order if Supplier does not provide conforming Goods and/or Services as specified, time being

of the essence, or if Supplier breaches any of the terms hereof including, without limitation, the

Warranties.

(b) Termination for Convenience. Buyer may terminate the Purchase Order in whole or in part for

convenience upon written notice to Supplier, in which event Supplier will be entitled only to reasonable

termination charges consisting of actual direct costs resulting from termination.

12. CONFIDENTIALITY.

(a) Confidential Information Defined. Each of Buyer and Supplier (each, a “Disclosing Party”) may

provide Confidential Information to the other (the “Receiving Party”) in connection with the Purchase

Order. “Confidential Information” means information or material that is proprietary or commercially

valuable to the Disclosing Party, provided that such information is disclosed either: (a) in a tangible

medium and marked “confidential” or “proprietary” at the time of written disclosure, or (b) orally or by

demonstration and within twenty days thereafter is reduced by the Disclosing Party to a writing marked

“confidential” or “proprietary.” Confidential Information does not include any information that (i) the

Receiving Party lawfully knew without restriction before disclosure by the Disclosing Party, (ii) is now or

becomes publicly known through no wrongful act or failure to act of the Receiving Party, (iii) developed

by the Receiving Party independently without use of Confidential Information, or (iv) is hereafter lawfully

furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure.

(b) Obligations of Receiving Party. The Receiving Party: (i) will keep all Confidential Information in

confidence during and following termination or expiry of the Purchase Order; (ii) will not directly or

indirectly disclose any Confidential Information except as required pursuant to a requirement of a

government agency or law, provided that the Receiving Party provides prompt notice to the Disclosing

Party of such requirement prior to such disclosure; (iii) will limit its intentional distribution of Confidential

Information to those who have a need to know; (iv) will in no event use less than the degree of care and

means that it uses to protect its own information of like kind, but in any event not less than reasonable

care to prevent the unauthorized use of Confidential Information; (v) not use Confidential Information

except in the course of performing its obligations under the Purchase Order; and (vi) will not use

Confidential Information for its own benefit or for the benefit of any third party.

supplement any other agreement between the parties regarding confidentiality or security of

information.

13. INTELLECTUAL PROPERTY; LICENSE.

As between the parties, all designs, discoveries, creations, works, devices, masks, models, work in

progress, service deliverables, inventions, products, computer programs, procedures, improvements,

developments, drawings, notes, documents, business processes, information and materials made,

conceived or developed by Supplier alone or with others which result from or relate to any Services

performed under the Purchase Order (collectively, "Work Product"), and all rights with respect thereto,

will at all times be and remain the sole and exclusive property of Buyer. All Work Product that constitutes

an original work of authorship protectable by copyright will be deemed a “work for hire”. The Supplier

hereby assigns to Buyer all right, title and interest in and to any and all Work Product that constitutes an

invention, including moral rights. Standard goods manufactured by Supplier and sold to Buyer without

having been designed, customized or modified for Buyer do not constitute Work Product and, as

between the parties, all rights with respect thereto will remain the sole and exclusive property of Supplier.

The foregoing notwithstanding, Supplier hereby grants to Buyer a non-exclusive, royalty-free worldwide

license to use such of Supplier's intellectual property, if any, as required to give Buyer full benefit of any

Goods that incorporate such Supplier intellectual property. Except as otherwise set forth herein, as

between them, each of Buyer and Supplier will retain the sole and exclusive rights in all of its intellectual

property.

14. MISCELLANEOUS.

(a) Cumulative Remedies. Every right and remedy reserved by Buyer will be cumulative and

additional to any other or further remedies provided in law or equity or in these Terms.

(b) Assignment. Neither the Purchase Order nor any of the rights and obligations of Supplier

thereunder may be assigned or transferred by Supplier without the prior written consent of Buyer. The

Purchase Order will be binding upon and inure to the benefit of parties and their respective successors

and permitted assigns and no other person will have any right, obligation or benefit hereunder. Any

attempted assignment or transfer in violation of this Section will be void.

implied authority to bind Buyer by contract or otherwise. Neither Supplier nor its employees, agents or

subcontractors are agents or employees of Buyer, and are therefore not entitled to any employee

benefits of Buyer, including but not limited to, any type of insurance. Supplier will be responsible for all

costs and expenses incident to performing its obligations under the Purchase Order and will provide

Supplier's own supplies and equipment. Except as otherwise set forth in these Terms, the manner and

means of providing the Goods and/or Services (as applicable) to Buyer are subject to Supplier's sole

control.

(d) Notices. All notices, requests, demands and other communications that are required or may be

given pursuant to the Purchase Order will be in writing and sent by mail, electronic mail, overnight

courier or facsimile, to (x) Supplier at the address indicated in the Purchase Order, or (y) Buyer, at the

address indicated in the Purchase Order with a copy, which will not constitute notice, to International

Electric Company Limited, Harwell Innovation Centre, Curie Avenue, Harwell, Oxford, United Kingdom

OX11 0QOor to such other address as one party may later specify to the other party in writing. Delivery

of any such notices will be deemed sufficient in all respects and to have been duly given as follows: (i)

on the actual date of service if delivered personally; (ii) at the time of receipt of confirmation by the

transmitting party if by facsimile transmission; (iii) at the time of receipt if given by electronic mail to the

e-mail addresses set forth in the Purchase Order or otherwise communicated to the other party;

provided, however, that a party sending notice by electronic delivery will bear the burden of

authentication and of proving transmittal, receipt and time of receipt; (iv) on the third day after mailing

if mailed by first class mail return receipt requested, postage prepaid and properly addressed as set forth

in this Section; or (v) on the day after delivery to a nationally recognized overnight courier service during

its business hours.

(e) No Exclusivity or Minimums. The Purchase Order is a non-exclusive agreement. Buyer is free to

engage others to provide goods or services the same as or similar to the Goods and/or Services (if any)

to be provided under the Purchase Order. Buyer is not obligated to any minimum purchase or future

purchase obligations under the Purchase Order.

(f) Entire Agreement. The Purchase Order, together with these Terms any other documents

incorporated therein by reference, constitutes the sole and entire agreement of the parties with respect

to the purchase and sale of the Goods and/or Services (as applicable), and supersedes all prior or

contemporaneous understandings, agreements, negotiations, representations and warranties, and

communications, both written and oral, with respect to the subject matter of the Purchase Order.

(g) Amendment and Modification. No change to the Purchase Order or to these Terms is binding

upon Buyer unless it is in writing, specifically states that it amends these Terms and is signed by an

authorized representative of Buyer.

(h) Waiver. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any

rights, remedy, power or privilege arising from the Purchase Order will operate or be construed as a

waiver thereof. Waiver by either party of any default of the other will not operate to excuse the

defaulting party from further compliance with this contract, nor will any single or partial exercise of any

right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the

exercise of any other right, remedy, power or privilege.

15. GOVERNING LAW; DISPUTES

(a) Governing Law. The Purchase Order will be governed and construed according to the laws of

England and Wales without regard to principles of conflicts of law.

(b) Dispute Resolution. Any dispute, controversy or claim arising out of or relating to the Purchase

Order will be settled by arbitration to be held in London, England in accordance with the International

Chamber of Commerce Rules of Arbitration, and judgment upon any reward rendered in such

proceedings may be entered into any court having jurisdiction as provided by law.

the Purchase Order, will be in the English language.

Terms & Conditions

Terms &
Conditions