Terms and Conditions of Purchase

DEFINITIONS

In these Terms and Conditions the following expressions are to be understood as defined below:

the Company’ means Yordas Limited, company registration No: 6224278.

the Supplier’ shall mean the person, firm, company or organization supplying the Company with goods or services.

‘the Specification’ shall mean the document defining the required deliverables, both goods and services, and timescale for their provision.

‘the Project’ shall mean the goods and services defined in the Specification and ordered by the Company.

2. CONDITIONS

2.1. These conditions shall form the basis of the contract between the Company and the Supplier. No variations to these terms will be valid unless agreed in writing between the Supplier and a Director of the Company.

2.2. In the event of contention between these conditions and any variations contained in the Specification then the conditions in the Specification shall prevail.

3. STATUS OF ORDERS

No order or variations of order from the Company shall be valid unless authorised by a Director of the Company.

4. PRICES

4.1. Prices quoted by the Supplier and accepted by the Company by means of a purchase order shall be fixed unless and until modified by a subsequent purchase order from the Company.

4.2. If the prices quoted by the supplier for the deliverables are subject to any duties, levies or taxes then this shall be made clear in the Supplier’s quotation. If not made clear, then any such charges shall be to the Suppliers account.

5. PAYMENT

5.1. Payment against valid invoices will be made by BACS or cheque if the supplier is within the UK, or by SWIFT or other telegraphic transfer if outside the UK. The Supplier’s bank details, preferred payment method, and the Company’s purchase order number, must be provided on any invoice.

5.2. Payment terms are 60 days from date of Supplier’s invoice.

5.3. All payments will be made in Sterling unless otherwise specified on the Company’s purchase order.

6. TIME OF DELIVERY OR COMPLETION

6.1. Any delivery periods or completion times referred to in any Specification shall be deemed to commence from the date of issue by the Company of an official purchase order.

6.2. The Supplier shall use his best endeavours to meet any agreed timescales. If it becomes apparent that such timescales will not be met then the Company shall be informed of such delays at the earliest opportunity. The Company reserves the right to cancel any purchase order without compensation for significant delay or other non performance. In these circumstances, if the Company has made any advance payments then these shall be returned forthwith by the Supplier.

7. VARIATION OR CANCELLATION

7.1. Any agreed variations made to the Specification, either to the extent of supply, or to the timescale or starting date or order of events of the Project, will be made in writing by the Company. Where such variation is significant then Company will re-issue the Specification and raise an amendment purchase order.

7.2. In the event of the purchase order being cancelled by the Company for no fault of the Supplier, then the Company will pay the Supplier for all reasonable and irrecoverable costs incurred from date of purchase order to date of cancellation.

8. WARRANTY

8.1. The Company is relying on the Supplier’s skill and judgment in relation to the Project.

8.2. The Supplier shall warrant that it will deliver the Project in accordance with the Specification and perform any required work with due skill and diligence. The Supplier shall further ensure that all personnel employed on the Project, either directly or by subcontractors, are suitably qualified for work undertaken on the Project.

8.3. If at any time after delivery of the Project the Supplier becomes aware of any omissions, defects or faults in the Project, or comes into possession of any information that may materially affect the outcome or conclusions drawn in the Project, then it shall inform the Company without delay.

9. INDEMNITY

9.1. The Company undertakes to indemnify the Supplier against any breaches of intellectual property that the Company may commit in the provision of information or materials to the Supplier.

9.2. The Supplier undertakes to indemnify the Company against any breaches of intellectual property that the Supplier may commit in the provision of information or materials to the Company.

9.3. The Supplier undertakes to indemnify the Company against any direct losses incurred by the failure of the Supplier to supply the Project to the required standards.

10. OWNERSHIP

Title to all intellectual property generated during the Project shall automatically transfer to the Company on delivery and payment of the Project unless other arrangements have been agreed.

11. SECRECY & CONFIDENTIALITY

The Supplier shall not at any time, divulge or allow to be divulged to any person, any confidential information relating to the products or business affairs of the Company, other than to authorised employees, unless required to do so by law or agreed in writing by the Company. All information not already in the public domain shall be considered confidential.

12. FORCE MAJEURE

In case of delays or non-performance caused by circumstances beyond its control the Supplier shall as soon as practicable inform the Company of the circumstances and of any impact on the Project.

13. DEFAULT OR INSOLVENCY OF SUPPLIER

If the Supplier should commit any act of bankruptcy or if any bankruptcy petition be presented against him, or, if the Supplier is a company, a petition to wind up such a company shall be passed or prescribed or if a receiver of the whole or any part of such company’s assets shall be appointed, the Company may determine to cancel, wholly or in part, any or every contract between the Company and the Supplier.

14. DISPUTES

Any dispute between Company and Supplier shall be resolved amicably within 21 days by reasonable negotiation. If there is a failure to agree after this period then disputes shall be finally settled under the Rules of Conciliation and arbitration of the International Chamber of Commerce and Industry by one or more arbitrators appointed in accordance with the said Rules or by mediation using a mediator appointed by CEDR (The Centre for Effective Dispute Resolution), London.

15. APPLICABLE LAW

English law shall govern any contract between the Company and the Supplier.