Supplier Terms and Conditions

Application of Terms and Conditions

1. The Supplier shall supply the Goods and Services in accordance with the Agreement which shall be subject to these Terms and Conditions.
2. The Agreement shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Supplier.
3. The Agreement may be subject to changes as set out in the Supplier’s purchase order.
4. The Agreement may be confirmed by the Parties’ digital signatures.

Definitions and Interpretation

1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
   

   “Business Day”

   means any day other than a Saturday, Sunday or bank holiday;

   “Commencement Date”

   means the commencement date for the Agreement as set out in the Agreement;

   “Confidential Information”

   means information which is disclosed to the Supplier by the Client pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential
   or marked as such);

   “Agreement”

   means the Agreement for the purchase and sale of the Goods and/or supply of the Services under these Terms and Conditions;

   “Agreement Price”

   means the price stated in the Agreement payable for the Goods/Services;

   “Client”

   means Signature Living Hotel Limited;

   “Delivery Date”

   means the date on which the Goods are to be delivered as stipulated in the Client’s order or the Agreement or in writing by the Client’s customer(s);

   “Goods”

   means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions and as set out in Schedule 1 of the Agreement;

   “Month”

   means a calendar month;

   “Services”

   means the Services to be provided to the Client as set out in Schedule 1 of the Agreement; and

   “Supplier”

   means the supplier as set out in the Agreement.

2. Unless the context otherwise requires, each reference in these Terms and Conditions to:
   1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
   2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
   3. “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
   4. a Schedule is a schedule to these Terms and Conditions; and
   5. a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
   6. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
3. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
4. Words imparting the singular number shall include the plural and vice versa.
5. References to any gender shall include the other gender.

Basis of Sale and Service

1. No variation to the Agreement and/or these Terms and Conditions shall be binding unless agreed in writing by an authorised director of the Client.
2. Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration only with the prior written consent of the Client.
3. The Supplier shall be liable for any losses incurred by the Client as a consequence of any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice
   or other document or information issued by the Supplier.
4. A vaild contract resulting in Payment will only occur when the Supplier has received from the Client aan authorised Purchase Order Number either in writing or digitally.

The Goods

1. All goods shall only be supplied following the supply by the Client of a relevant purchase order signed by an authorised director of the Client.
2. The specification for the Goods shall be that set out in the Client’s purchase order.
3. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
4. The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to
   the Client’s specification, which do not materially affect their quality or performance.
5. Orders for Goods may be cancelled by the Client on giving no less than 7 days’ notice to the Supplier.
6. The Client shall not be liable for any losses, costs or fees incurred by the Supplier as a consequence of any cancellation by the Client’s customers or any breach of any agreement between the Client’s customer(s) and the Supplier.

The Services

1. All Services shall be provided only following receipt of a relevant purchase order signed by an authorised director of the Client.
2. The Supplier shall provide the Services expressly identified in Schedule 1 of the Agreement or as would be reasonably expected of a business similar to the Supplier.
3. The Supplier will use best endeavours to perform the Services.
4. The Supplier shall use all reasonable endeavours to complete its obligations under the Agreement.

Price

1. The price of the Goods and Services shall be the price listed in the Supplier’s price list current at the date of the Agreement.
2. Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier’s published price list the price quoted shall be valid during the term of the Agreement.
3. All prices are inclusive of the Supplier’s charges for packaging and transport.
4. The price is inclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services.

Payment

1. Subject to any special terms agreed in writing between the Client and the Supplier, the Supplier shall invoice the Client for the price of the Goods and Services on or at any time after delivery of the Goods and/or the Provision of
   the Services (as applicable).
2. The Client shall pay the price of the Goods (less any discount or credit allowed by the Supplier) within 90 Business Days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as may have been agreed
   in writing between the Client and the Supplier in respect of the Agreement. Payment shall be made on the due date save that delivery or provision have taken place.
3. All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.

Delivery and Performance

1. Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the Agreement at the agreed times and dates.
2. The Delivery Date is of the essence. The Goods may be delivered by the Supplier in advance of the Date following prior written consent of the Client.
3. A signed delivery note must accompany the invoice along with proof of Purchase Order to execute a valid order between the Client and  the Supplier.

Non-Delivery of Goods and Services

1. If the Supplier fails to deliver the Goods or provide the Services or any of them on the Date (or Commencement Date, as appropriate)
   1. the Supplier shall not be entitled to payment of Fees and shall be liable for any losses, costs, damages and costs incurred by the Client and/or the Client’s customer as a consequence of the Supplier’s failure and further a
      penalty payment of 25% of the Fees;
   2. the Client may cancel the order.

Risk and Retention of Title

1. Risk of damage to or loss of the Goods shall not pass to the Client.
2. Legal and beneficial title to the Goods shall pass to the Client and/or the Client’s customer on delivery of the Goods.

Assignment

1. The Supplier shall not assign the Agreement or any part of it to any person, firm or company without the prior consent of the Client.
2. The Client shall be be entitled to assign the Agreement or any part of it to any person, firm or company.

Defective Goods

1. If on delivery any of the Goods are defective in any respect the Supplier shall at the Client’s election:
   1. immediately replace the defective Goods; or
   2. refund to the Client or the Client’s customer the price for those Goods (or parts thereof, as appropriate) which are defective.
2. The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally
   or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Client, its employees or agents or any third party.
3. Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law shall apply.
4. The Supplier shall be responsible for ensuring that any use or sale of the Goods by the Client is in compliance with all applicable statutory requirements.

Liability

1. The Supplier will be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in
   connection with the supply of the Goods and Services.
2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) shall apply to the Agreement.
3. The Supplier shall indemnify the Client against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Client, its agents or employees.
4. Where the Supplier consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Supplier shall be joint and several obligations
   of such persons.
5. The Client shall not be liable to the Supplier or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Client’s obligations if the delay or failure was
   due to any cause beyond the Client’s reasonable control.
6. The Supplier shall have exclusive liability and responsibility for all its equipment, staff, employees and contractors in carrying out the Services and/or providing the Goods.
7. Nothing in these Terms and Conditions excludes or limits the liability of the Parties:
   1. for death or personal injury caused by the Supplier’s negligence;
   2. for any matter which it would be illegal for the Parties to exclude or attempt to exclude its liability; or
   3. for fraud or fraudulent misrepresentation.

Confidentiality

1. The Supplier undertakes that, except as provided by sub-Clause 14.2 or as authorised in writing by the Client, it shall, at all times during the continuance of the Agreement and after its termination:
   1. keep confidential all Confidential Information;
   2. not disclose any Confidential Information to any other person;
   3. not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Agreement;
   4. not make any copies of, record in any way or part with possession of any Confidential Information; and
   5. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 14.1.1 to 14.1.4 above.
2. The Supplier may:
   1. disclose any Confidential Information to:
      1. any governmental or other authority or regulatory body; or
      2. any employee or officer of the Supplier or of any of the aforementioned persons, parties or bodies;

      to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Agreement, or as required by law, and in each case subject to the Supplier first informing the person, party or body in question that the Confidential
      Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 14.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the Client a written
      undertaking from the person in question, as nearly as practicable in the terms of this Clause 14, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

   2. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of
      the Supplier, provided that in doing so the Supplier does not disclose any part of that Confidential Information which is not public knowledge.
3. The provisions of this Clause 14 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

Termination

1. The Client may terminate the Agreement by giving to the Supplier not less than 30 days’ written notice for any reason.
2. Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
   1. any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 90 Business Days of the due date for payment;
   2. the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 7 days after being given written notice giving full particulars of the breach
      and requiring it to be remedied;
   3. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
   4. the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
   5. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that
      the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
   6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
   7. that other Party ceases, or threatens to cease, to carry on business; or
   8. control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this term, “control” and “connected persons” shall have the
      meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
3. For the purposes of sub-term 16.2.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
4. The rights to terminate the Agreement shall not prejudice any other right or remedy of the Client in respect of the breach concerned (if any) or any other breach.

Effects of Termination

Upon the termination of the Agreement for any reason:

1. any sum owing by the Supplier to the Client under any of the provisions of the Agreement shall become immediately due and payable;
2. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
3. termination shall not affect or prejudice any right to damages or other remedy which the Client may have in respect of the event giving rise to the termination or any other right to damages or other remedy which the Client may have
   in respect of any breach of the Agreement which existed at or before the date of termination;
4. the Client shall be under no further obligation to the Supplier; and
5. the Supplier shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the Client any documents in its possession or control which contain or record any Confidential
   Information.

Communications

1. All notices under these Terms and Conditions and under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
2. Notices shall be deemed to have been duly given:
   1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
   2. when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
   3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
   4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.
3. All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

Non-Solicitation

1. The Supplier shall not, for the Term of the Agreement and for a period of 12 months after its termination or expiry, employ or Agreement the services of any person who is or was employed or otherwise engaged by the Client at any time
   in relation to this Agreement.
2. The Supplier shall not, for the term of this Agreement and for a period of 12 months after its termination or expiry, solicit or entice away from the Client any customer or client where any such solicitation or enticement would cause
   damage to the business of the Client.

Force Majeure

1. Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited
   to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party
   in question.
2. Where an event under term 19.1 prevents the Supplier from delivering its Goods/Services for a period of 14 days or more the Client shall be entitled to terminate the Agreement with immediate effect.

Waiver

The Parties agree that no failure by the Client to enforce the performance of any provision in these Terms and Conditions or under the Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other
provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Agreement are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from
the remainder of these Terms and Conditions (and, by extension, the Agreement).  The remainder of these and the Agreement shall be valid and enforceable.

Law and Jurisdiction

1. These Terms and Conditions and the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
2. Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall
   within the jurisdiction of the courts of England and Wales.