Standard Terms & Conditions of Purchase

Malton Inflight Ltd - Standard Terms & Conditions of Purchase

In these Conditions: “the Company” means Malton Inflight Ltd. Basepoint, Metcalf Way, Crawley, West Sussex RH11 7XX, United Kingdom. “The Conditions” means the conditions set out herein. “The Contract” means the Contract arising directly or indirectly from the Order. “Delivery Date” means the date specified overleaf or in the Order for delivery of the Goods and/or performance of the Works. “The Goods” means the goods and materials to be supplied by the Supplier under the Contract as set out overleaf or in the Order. “The Main Contract” means the contract (if any) between the Company and a third party for which the Goods are to be provided and the Work performed by the Supplier. “the Order” means the Company's purchase order. “The Price” means the price of the Goods and/or the charge for the Work set out overleaf or in the Order. “Specification” means any plans, drawings, data or other information relating to the Goods and/or the Work. “Supplier” means the person or company to whom this document is addressed and who is to supply the Goods and/or perform the Work. “The Work” means the services to be provided under the Contract.

1. Conditions:

1.1: The Conditions govern the Contract notwithstanding anything to the contrary in any document issued or sent by the Supplier including any terms or conditions which the Supplier may purport to apply under any sales order, confirmation of order or similar document except as expressly agreed in writing by the Company. No employee or agent of the Company has power to vary the Conditions. 1.2 If the Supplier commences work or work on the Goods or makes delivery or in the case of a request for tender shall tender pursuant to the Order such commencement, delivery or tender shall be deemed to be an express acceptance by the Supplier of the Conditions. 1.3: If the Supplier wishes to sub-contract any of its duties hereunder the Company must be notified in writing prior to the sub-contractor commencing any work in relation to the Goods.

2. Prices: All prices are inclusive of all charges for packaging, packing, carriage, insurance, labour and delivery of the Goods. If any payment is additional to the Price the Company must be notified at the time the Order is placed to enable the Company to determine whether or not to proceed with the Order. The price will remain firm until contract completion. It is agreed that due to possible unforseeable exchange rate changes, Supplier shall adjust the price when the exchange rate of Dollar and RMB changes is over 2%. When Supplier quoted the price, the reference Dollar to RMB was 6.84, if the rate changes to below 6.706 or above 6.977 then the Supplier shall adjust the price accordingly, provided the Supplier carries all risk on material price fluctuations and other issues related to the material. Any increase in the price shall be paid separately only upon successful completion of the contract. The date of rate reconciliation shall be the date on which the
payment was made and shall be based on the exchange rate published on the Bank of China website.

3. Packaging, Labelling & Delay: 3.1 All Goods must be properly packaged in a carton suitable for export to arrive in good condition at the final point of delivery specified overleaf or in the Order and must be clearly and legibly labelled, addressed and marked in accordance with the Company's instructions given from time to time (if any) and any applicable regulations or requirements. Invoices must be sent by separate post on the date the Goods are delivered. Where delivery is directly to our client’s agent, the Supplier must request a shipping invoice from the Company. Every invoice must bear the Company's order number shown on the Order. 3.2 The Goods and Packaging must not, unless otherwise agreed by the Company, be branded or otherwise marked with the Supplier's name. 3.3 Any requirements or instructions in relation to the Goods or their use, storage or cleaning must be clearly notified to the Company at the time delivery is made and any washing/ironing requirements relating to garments or other fabrics must be clearly shown on labels attached to the garments or other fabrics. 3.4 As soon as the Supplier is aware or suspects that the Supplier will not be able to make delivery of the Goods on the Delivery Date the Company must immediately be notified and shall be informed of the reason for the delay and anticipated length of the delay. The Supplier shall promptly comply with the Company's reasonable request for information as to the progress of the Goods.

4. Payment: 4.1 Payment by the Company for the Goods shall not constitute an admission by the Company as to the performance by the Supplier of its obligations. Time for payment shall not be of the essence. 4.2 The Supplier shall submit invoices only upon completion of the Contract or such intermediate points in the performance of the Contract as are specified in the Order. 4.2 Notwithstanding the foregoing the Company shall be entitled to withhold or defer payment of all or part of any sums otherwise due pursuant to the provisions hereof where the Company has included the amounts due in its account to the Main Contractor and the Main Contractor has failed to make payment in full to the Company in respect of such amounts. 4.4 The Company shall be entitled to set off against the Price any sums whatsoever owed to the Company by the Supplier whether arising under the Contract of purchase to which the Price relates or otherwise.

5. Delivery: 5.1 The Supplier will deliver to and unload the Goods at the point of delivery specified in the Contract during the Company's usual business hours not later than the Delivery Date. In the event that the Supplier shall deliver the Goods but fail to unload them in accordance with this Condition the Company may unload the Goods. Notwithstanding the foregoing all risk in the Goods shall remain in the Supplier until the Goods shall be unloaded and placed in the place of storage requested by the Company. 5.2 Time of delivery of the Goods and/or performance of the Works shall be of the essence of the Contract and the Company shall not be obliged to extend time for delivery of the Goods and/or performance of the Works. The Supplier acknowledges that the Company has specified the Delivery Date to reflect terms of the Main Contract and that liquidated damages may be payable in accordance with Clause 6.6.1 for late or non-delivery of the Goods and/or performance of the Works. 5.3 If the Goods are to be delivered or the Work is to be performed by installments the Contract will be treated as a single contract and not severable. 5.4 The Company shall be entitled to reject any Goods delivered which are not in accordance with the Contract and shall not be deemed to have accepted any Goods until the Company has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. 5.5 The Company shall not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Company. 5.6 If the Goods are not delivered or the Work is not performed on the Delivery Date then, without prejudice to any other remedy, the Company shall be entitled to do one or more of the following:- 5.6.1 to deduct from the Price or (if the Company has paid the Price) to claim from the Supplier by way of liquidated damage any liquidated damages or other penalty imposed on the Company under the terms of the Main Contract so far as the same relate to late or non delivery of the Goods; 5.6.2 the Company may terminate the Contract. In this event without prejudice to the Company's other remedies the Supplier shall promptly collect any Goods which have been delivered; 5.6.3 where delivery of a quantity of the Goods which correspond to the Order has been tendered but which is less than the agreed quantity and the Company has not exercised its rights of termination under Clause 6.6.2, the Company may accept the Goods which correspond to the Order without prejudice to the Company's rights in respect of the Supplier's breach failing to deliver the remainder of the Goods; 5.6.4 the Company may require the Supplier promptly to deliver sufficient Goods which correspond to the Order to comply with the quantity required.

6. Force Majeure: If delivery of Goods or performance of Work is delayed by causes totally outside the control of the Supplier, then the Supplier shall give written notice of such cause within 7 days of its occurrence or earlier if delivery is due within this 7 day period, providing particulars of the circumstances and their effect, and the Company may (but without prejudice to its other rights) agree to allow such extra time for delivery of the Goods or the completion of the Work as is, in the Company's sole opinion, reasonable in the circumstances.

7. Notices and Documents: 7.1 All correspondence must quote the Company's purchase order number shown on the Order. 7.2 All correspondence (including but not limited to the Supplier's form of acknowledgement, invoices, advice notes and statements) shall be sent to the Company.

8. Scope, Specification and Guarantee: 8.1 The Goods shall be supplied strictly in accordance with the requirements of the approved sample and the Contract and in shall be made reasonably available prior to delivery to be checked and inspected by Malton Inflight China Ltd (or our appointed inspector) at the cost of the Buyer. 8.2 The Supplier undertakes that all Goods supplied shall be of a high quality and hereby acknowledges that the Company has placed the Order in reliance on the skill and expertise of the Supplier and any statements and representations made by him. 8.3 In the case of Goods or Works provided by the Supplier which are necessary for the work under the Main Contract not being of the quality or in the quantity or measurement stipulated or being unfit for the purpose for which they are required, the Company shall have a right to reject the Goods within a reasonable period to their delivery or performance and to claim for any additional expenses incurred. 8.4 Carriage costs for defective Goods will be borne by the Supplier. 8.5 The Goods will be manufactured under safe and ethical working conditions, without any workers under the age of 16 years of age and shall comply with all statutory requirements and regulations together with all requirements of European Law relating to the Sale of the Goods, their manufacture, processing and storage at the premises of the Supplier or any third party prior to delivery.

9. Warranties and Liability: 9.1 The Supplier warrants to the Company that the Goods: 9.1.1 will be of satisfactory and merchantable quality and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed; 9.1.2 will be free from defects in design, material and workmanship; 9.1.3 will correspond with any relevant Specification or any sample approved by the Company in relation to the Goods; 9.1.4 and will comply with all statutory requirements and regulations relating to the sale of such goods. 9.2 The Supplier warrants to the Company that the Works will be performed by appropriately qualified and trained personnel, with due care and diligence and to such a high standard of quality as is reasonable for the Company to expect in all the circumstances. 9.3 All representations, statements or warranties made or given by the Supplier, its servants and agents (whether orally, in writing or in any of the Supplier's brochures, catalogues and advertisements) regarding the quality and fitness for purpose of the Goods or any of the Goods shall be deemed to be an express condition of the Order. 9.4 Without prejudice to any other remedy, if any Goods or Works are not supplied or performed in accordance with the Order then the Company shall be entitled: 9.4.1 to require the Supplier to repair the Goods or to supply replacement Goods or Works in accordance with the Order within 7 days or such other reasonable period specified by the Company; or 9.4.2 at the Company's sole option, and whether or not the Company has previously required the Supplier to repair the Goods or supply and replacement Goods or Works, to treat the Order and contract between the parties as discharged by the Supplier's breach and require the repayment of any part of the Price which has been paid. 9.5 The Supplier shall indemnify the Company in full against all liability, loss, damages, costs, claims and expenses (including legal expenses) awarded against or incurred or paid by the Company in connection with: 9.5.1 breach of any warranty given by the Supplier in relation to the Goods or the Works; 9.5.2 any claim that the Goods infringe, or their importation, use or resale, infringes patent, copyright, design right, trading mark or other intellectual property rights of any other person except to the extent that the claim arises from compliance by any Specification supplied by the Company; 9.5.3 the liability under the Consumer Protection Act 1987 in respect of the Goods; any act or omission of the Supplier or its employees, agents or subcontractors in supplying, delivering and installing the Goods; 9.5.4 any act or omission of any of the Supplier's personnel in connection with the performance of the Works; and 9.5.5 against all claims by the customers of the Company and their sub-buyers arising out of any breach whatever by the Supplier of these Conditions. 9.6 Neither the Supplier nor the Company shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or the Works, if the delay or failure was beyond that party's reasonable control.

10. Property and Risk: 10.1 Notwithstanding any attempt by the Supplier to retain title to the Goods after delivery, property and title in the Goods shall vest in the Company free from all encumbrances, immediately upon delivery of the Goods to the Company in accordance with the Contract unless payment for the Goods is made prior to delivery when property and title shall pass to the Company immediately once payment has been made and the Goods have been appropriated to the Contract. The risk of loss, damage or destruction of the Goods shall not pass to the Company until immediately after the Company shall have notified the Supplier that delivery has been accepted. 10.2 Nothing in Condition 11.1 shall prejudice the right of the Company to reject the Goods.

11. Cancellation: The Company shall be entitled to cancel the Order at any time by giving written notice to the Supplier. If the Company exercises its right of cancellation it shall be bound to pay a reasonable price for any Goods supplied or any work in respect of the Goods or Work already completed but shall have no other liability in respect of the Contract or in respect of any damage whatever arising from such cancellation.

12. Indemnity: The Supplier shall keep the Company fully and effectively indemnified against: 12.1 any and all claims for infringement of letters, patent or registered design, trademarks or trade name by reason of the use or sale of the Goods and against all costs and damages which the Company may incur in any action for such infringement or for which the Company may become liable in such actions; 12.2 any royalties payable to the Supplier; and 12.3 each and every liability the Company may incur to any other person whatsoever and against all claims, demands, proceedings, damages, costs and expenses made against or incurred by the Company arising out of or occasioned by any error in design or drawings or any defects in or failure of the Goods or Work or any part thereof or by reason of any act or omission of the Supplier, his employees, sub-contractors or agents or otherwise by reason of any breach or default of the Supplier in carrying out or failing to carry out properly or at all his obligations under the Contract.

13. Bankruptcy: If the Supplier shall become bankrupt or insolvent or the subject of a receiving order, an administration order or winding-up proceedings (not being a members' voluntary winding-up for the purposes of reconstruction or amalgamation) the Company may either: 13.1 terminate the Contract forthwith by notice in writing to the Supplier or to the receiver, administrator or liquidator or to any person in whom the Contract may become vested; or 13.2 give any such receiver, administrator, liquidator or other person the option of carrying
out the Contract subject to such person providing a guarantee for the due and faithful performance of the Contract.

14. Visits: 14.1 The Company shall be entitled upon 48 hours' notice in writing to make such visits as it may reasonably specify to any or all of the Supplier's premises for the purposes of inspecting or testing any work in progress and the Supplier shall provide the Company with all the facilities reasonably required for inspection and testing. 14.2 If as a result of the inspection testing the Company is not satisfied that the Goods will not comply in all respects with the Order and (where applicable) the Specification, and the Company so informs the Supplier within 7 days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance.

15. Confidentiality: The Supplier shall hold as confidential the Specification and all information, details, patterns, figures, specifications, drawings, designs and any other matters relating in any way whatsoever to the Goods or Work together with the copyright, design rights or any other intellectual property rights thereto (which such information etc. shall be the exclusive property of the Company) and shall not disclose the same or any of the same to any other person except such of the Supplier's employees and permitted sub-contractors and suppliers as may be necessary for the performance of his obligations under the Contract provided that the Supplier shall procure that any such person gives a confidentiality undertaking to the Supplier in a form similar to this Condition. The Supplier shall not knowingly trade directly with a client or customer of The Company nor shall it discuss any matters relating to The Company, The Goods or The Specification either directly or indirectly with a customer of the Company at any time without obtaining prior written permission of the Company.

16. General: 16.1 The Order is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract. 16.2 No waiver by the Company or any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision. 16.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.16.4 Subject to Condition 17.5, any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to independent arbitration by Chartered Institute of Arbitrators, International Arbitration and Mediation Centre, 12 Bloomsbury Square, London, WC1A 2LP. 16.5 Any dispute as to the quality of the Goods shall be referred to the arbitrator at the joint cost of both parties.

17. Law: Notwithstanding the respective domicile of the parties hereto the Contract shall be governed by and construed in accordance with the laws of England, and the parties hereby submit to the exclusive jurisdiction of the English Courts.