Conditions of Purchase of Goods and/or Services

"Agreement" means a written agreement between LifeSafe Technologies and the Supplier for the supply of Goods and/or Services;

"Associated Company" means a company or other entity which is a holding company or a subsidiary, or a subsidiary of any such holding company;

"Conditions" means these conditions of purchase as amended from time to time;

"Contract" means the contract between LifeSafe Technologies and the Supplier consisting of (i) an Agreement and/or (ii) an Order and (iii) these Conditions. Should there be any inconsistency between the documents comprising the Contract, these Conditions shall have precedence unless otherwise stated in the Agreement or Order;

"Delivery Date" means the date or dates specified in the Agreement or Order for the delivery of the Goods or the Supply of the Services;

"Goods" means all the goods (or any part of them) and materials to be supplied by the Supplier;

"Order" means a purchase order placed by LifeSafe Technologies for the supply of the Goods and/or Services and signed by a duly authorised representative of LifeSafe Technologies together with any Specifications and any amendments thereto communicated by LifeSafe Technologies to the Supplier;

"Personal Data" means the definition of personal data as set out in the General Data Protection Regulation (the "GDPR"), as amended from time to time, and any other relevant data protection legislation;

"Services" means the services to be supplied by the Supplier;

"Specifications" means the technical description (if any) of the Goods and/or Services contained or referred to in the Agreement or Order;

"Supplier" means the person, firm or company to whom the Agreement or Order is addressed.

2.1. No Contract (whether express or implied) shall come into force unless either (i) an Agreement is in place or (ii) LifeSafe Technologies has received the Supplier's acceptance of the Order within five (5) working days of the date shown on the face of the Order. The Order shall be withdrawn if not accepted under this clause 2 within thirty (30) days of the date of the Order or earlier if notified by LifeSafe Technologies.

2.2. Neither LifeSafe Technologies nor the Supplier shall be bound by any variation or waiver of, or addition to, these Conditions or Contract unless the authorised representatives of LifeSafe Technologies and the Supplier have agreed such variation, waiver or addition in writing.

2.3. All the Goods and Services shall be supplied subject to these Conditions which, unless otherwise agreed in writing, shall override any other terms or conditions submitted by the Supplier.

3.1. The Supplier warrants that it has the right to and shall sell the Goods (which shall remain the absolute property of the Supplier until property therein passes to LifeSafe Technologies) with full title guarantee free of any charge, lien or other encumbrance and LifeSafe Technologies shall enjoy quiet enjoyment of the Goods.

3.2. The Supplier warrants and represents that it has obtained and shall make available to LifeSafe Technologies all licences clearances, consents and authorisations necessary for the provision of the Services to LifeSafe Technologies and the purchase of the Goods by LifeSafe Technologies and their use for all purposes for which the Supplier is or ought reasonably to be aware that they are required by LifeSafe Technologies.

4.1. The price stated in the Contract is a fixed price and shall not be varied for any reason whatsoever unless expressly agreed in writing by a duly authorised representative of LifeSafe Technologies. If no price is stated in the Contract the price shall be the Supplier's list price less the highest discount which it offers to any buyer at that time. Unless otherwise stated in the Contract, the price is inclusive of:

• 4.1.1. any applicable value added tax (VAT);
• 4.1.2. all charges for packaging, packing, carriage, insurance and deliveries of the Goods and any duties, imposts or levies other than value added tax;
• 4.1.3. all royalties, licence fees and other expenses arising from the use of any intellectual property which is required to be used by LifeSafe Technologies under the Contract;
• 4.1.4. all goods, materials, plant, equipment, tools, transport and other items or services necessary to enable the Supplier to provide the Goods and/or Services.

4.2. LifeSafe Technologies shall be entitled to deduct from any monies due or becoming due to the Supplier any monies claimed by LifeSafe Technologies against the Supplier, whether under the Contract or otherwise.

5.1. Unless otherwise agreed in writing, payment of the price stated in the Contract shall be due to the Supplier thirty (30) days net from delivery to LifeSafe Technologies or at any location specified by LifeSafe Technologies.

5.2. The relevant invoice shall be correctly drawn and quote LifeSafe Technologies' Order number.

5.3. LifeSafe Technologies shall be entitled to set-off against payment of the price stated in the Contract any sum owed to LifeSafe Technologies by the Supplier, whether under the Contract or otherwise.

5.4. Value added tax (if applicable) shall be shown separately on all invoices as a net extra charge.

5.5. Time of payment by LifeSafe Technologies is not of the essence to the Contract.

6.1. The Supplier warrants that all reasonable skill and care has been or will be used in manufacturing the Goods or in performing the Services and that the Goods shall (unless otherwise agreed in writing):

• 6.1.1. be free from defects in materials and workmanship;
• 6.1.2. strictly conform to the Specifications;
• 6.1.3. be capable of achieving the standard of performance specified in the Contract or otherwise notified to the Supplier by LifeSafe Technologies;
• 6.1.4. be in every way fit for the purpose for which LifeSafe Technologies has expressly or by implication made known to the Supplier or where LifeSafe Technologies does not make any purpose known to the Supplier for the purpose for which the Goods and/or Services are normally used;
• 6.1.5. be manufactured and produced using the directions and techniques prescribed by LifeSafe Technologies and shall use production equipment, methods and quality assurance procedures that meet LifeSafe Technologies' requirements.

6.2. The Supplier shall observe all relevant statutory rules and regulations, ensure compliance with health and safety requirements, and make all efforts to ensure that any labour used does not exploit child labour in a manner inconsistent with

7.1. LifeSafe Technologies or any third party appointed by LifeSafe Technologies shall have the right at all reasonable times to inspect the Goods and supervise the Services, the Supplier's quality assurance procedures and any work in progress at the premises of the Supplier or any sub-contractor of the Supplier. No such inspection nor any failure to reject the Goods shall constitute acceptance of the Goods and/or Services. Before dispatching the Goods, the Supplier shall carefully inspect and test them to ensure that they comply in every aspect with the requirements of clause 6 and shall supply LifeSafe Technologies with the results of such inspection and testing.

8.1. The Goods and/or Services shall conform to any LifeSafe Technologies quality or other standards. The Supplier shall adhere to the directions and techniques prescribed by LifeSafe Technologies and shall use production equipment as well as quality assurance equipment which meets the requirements of LifeSafe Technologies.

8.2. The Supplier shall ensure that the Goods and/or Services comply with all relevant European standards for Conformity of Production and that all necessary certifications, procedures and quality management procedures are implemented.

8.3. The Supplier shall operate a quality department furnished with appropriate personnel, testing and measuring equipment and shall submit to LifeSafe Technologies such information and quality reports as requested.

8.4. LifeSafe Technologies shall have the right to audit the quality management system of the Supplier and shall have reasonable access to the Supplier's premises to carry out such audit.

9.1. Risk and title in the Goods shall pass to LifeSafe Technologies upon their safe delivery to, and completion of off-loading at LifeSafe Technologies' premises unless payment for the Goods is made prior to delivery when title shall pass to LifeSafe Technologies once payment has been made and the Goods have been appropriated to the Contract.

9.2. The Goods shall remain at the Supplier's risk (including the risk of deterioration in transit) until safe delivery to and completion of off-loading at LifeSafe Technologies' premises. The Supplier shall keep Goods insured until risk passes to LifeSafe Technologies.

10.1. The Goods shall be packaged in a manner consistent with good trade practice and in compliance with all UK and international agreements relating to the packaging and carriage of goods including those relating to hazardous goods.

10.2. The Supplier will repair or replace, free of charge, any Goods damaged or lost in transit provided that LifeSafe Technologies gives the Supplier written notification of such damage or shortages within a reasonable time.

10.3. LifeSafe Technologies 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 LifeSafe Technologies.

11.1. Time is of the essence of the Contract.

11.2. The Supplier shall deliver the Goods or provide the Services at any location specified by LifeSafe Technologies.

11.3. If the Goods and/or Services are not supplied or completed on the Delivery Date, LifeSafe Technologies shall be entitled to terminate the Contract in respect of the Goods and/or Services not supplied or uncompleted.

11.4. Following termination for late delivery, LifeSafe Technologies shall be entitled to recover any additional expenditure reasonably incurred in obtaining replacement Goods and/or Services, together with any losses, damages, costs or expenses.

11.5. The Supplier shall be responsible for obtaining and maintaining any necessary import or export licences, customs clearance, and other authorisations required for the delivery of the Goods and/or Services.

12.1. LifeSafe Technologies may by notice to the Supplier reject the Goods and/or Services or any part thereof if the Supplier fails to comply with its obligations under the Contract. Failure to inspect the Goods by LifeSafe Technologies shall not affect LifeSafe Technologies' rights to reject any Goods and/or Services which are subject to defects.

12.2. Following rejection, the Supplier shall be responsible for replacing the rejected Goods and/or Services within thirty (30) days, repaying all monies paid for rejected items, and covering any additional expenditure incurred by LifeSafe Technologies in obtaining replacements.

13.1. In the event that any of the Goods and/or Services supplied under the Contract are defective and such defect is notified to the Supplier within sixty (60) months of the date when the Goods were put into service or the Services were completed, the Supplier shall (at the option of LifeSafe Technologies) either repair or replace the relevant Goods or re-perform the relevant Services, in each case without charge.

13.2. The warranty shall also extend to any replacement Goods and/or Services for a period ending sixty (60) months after the date of such replacement or re-performance.

14.1. The Supplier will indemnify LifeSafe Technologies against any claim of infringement of any patent, registered design, trade mark, copyright, or any other intellectual property right by the use or resale of any Goods and/or Services supplied.

14.2. Where Goods and/or Services are designed specifically for LifeSafe Technologies, all intellectual property rights therein shall pass to LifeSafe Technologies upon acceptance.

14.3. The Supplier hereby grants LifeSafe Technologies a royalty-free non-exclusive world-wide licence to use all intellectual property rights in the Goods and/or Services.

15.1. The Supplier shall not, without the prior consent in writing of LifeSafe Technologies, assign, sub-contract or transfer any of its rights or obligations under the Contract to any other person. The Supplier shall remain fully responsible for the acts and defaults of any assignee or sub-contractor.

16.1. Any information supplied by LifeSafe Technologies to the Supplier in connection with the Goods and/or Services shall be treated as confidential and shall not be disclosed to any third party or used except in accordance with the Contract.

16.2. The Supplier will not advertise or publish the fact that it has contracted to supply to LifeSafe Technologies without first obtaining written consent.

16.3. The Supplier shall not use the trade name, logo, or other indicia belonging to LifeSafe Technologies without prior written agreement.

The Supplier shall indemnify and keep LifeSafe Technologies fully and effectually indemnified against all actions, costs, claims, losses, damages, expenses and liabilities arising directly or indirectly from any breach or failure in due or proper implementation of the Contract, or from the act, default or omission of the Supplier.

The Supplier shall maintain appropriate insurances covering equipment, liability for personal injury or death, damage to property, and employer's liability. Insurance policies shall be primary with respect to any insurance maintained by LifeSafe Technologies, and the Supplier shall provide at least thirty (30) days written notice of any policy cancellation or non-renewal.

19.1. Unless otherwise expressly stated, the Supplier shall provide all plant and equipment necessary to supply the Goods and/or perform the Services.

19.2. The Supplier will be solely responsible for the safe and secure storage of its plant, equipment and materials on site.

19.3. Where work is carried on LifeSafe Technologies' premises, the Supplier and its personnel must observe all relevant statutory rules and regulations and report to LifeSafe Technologies' designated representative before commencing work.

20.1. LifeSafe Technologies shall be entitled to cancel the Contract at any time prior to delivery or performance by giving notice to the Supplier.

20.2. LifeSafe Technologies shall be entitled to terminate the Contract without liability if the Supplier makes any voluntary arrangement with creditors, becomes subject to administration, goes into liquidation, has a receiver appointed, ceases to carry on business, or commits a material breach of the Contract which is not remedied within seven (7) days of notice.

21.1. To the extent that the Supplier's performance involves the processing of Personal Data in respect of which LifeSafe Technologies is the Data Controller, both parties agree to comply with all applicable requirements of the GDPR.

21.2. The Supplier shall: process Personal Data only for the purposes necessary for performance of the Services; ensure appropriate technical and organisational measures are in place; ensure personnel keep Personal Data confidential; not transfer Personal Data outside the EEA without consent; notify LifeSafe Technologies within twenty-four (24) hours of becoming aware of any Personal Data breach; and delete or return Personal Data on termination.

22.1. No variation, waiver or addition to these Conditions shall be binding unless agreed in writing by authorised representatives.

22.2. These Conditions constitute the entire agreement between the parties and supersede all prior representations, understandings, and agreements.

22.3. If any provision is found invalid or unenforceable, such invalidity shall not affect the remaining provisions.

22.4. LifeSafe Technologies' remedies shall be without prejudice to any other rights at common law or under statute. No relaxation or delay shall prejudice LifeSafe Technologies' rights.

22.5. The Contract and all non-contractual obligations shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English Courts.

Questions about these Conditions of Purchase should be sent to:

Email: info@lifesafetechnologies.com

Last updated: December 2024