Terms and Conditions

EM&I Standard Terms and Conditions of Purchase

The Terms and Conditions herein shall apply to the purchase of goods and / or services by the EM&I Company
(the COMPANY) from the CONTRACTOR each of whom shall be named on the relevant PURCHASE ORDER.
In accepting the PURCHASE ORDER, the CONTRACTOR acknowledges that he has read, understood and
agreed with the Terms and Conditions specified herein and on the PURCHASE ORDER

SECTION A – GENERAL
A1 Definitions 1
A2 Interpretation 1
A3 Invalidity and Severability 2

SECTION B – THE CONTRACTOR’S COMMITMENT TO THE COMPANY
B1 Terms 2
B2 Delivery 2
B3 Inclusive Price
2 B4 Access 2
B5 Specifications 2
B6 Defects Correction
3 B7 Packing 3
B8 Documentation 3
B9 Hazardous Materials
3 B10 Title and Risk 3
B11 Patent Indemnity
3 B12 Spares 4

SECTION C – THE COMPANY’S COMMITMENT TO THE CONTRACTOR
C1 Terms 4
C2 Acceptance 4
C3 Use 4
C4 Risk 4
C5 Price Payment 4
C6 Intellectual Property
C7 Termination for Convenience 5
C8 Status of COMPANY 5

SECTION D – OUR COMMITMENTS TO EACH OTHER
D1 Indemnity Arrangements
6 D2 Consequential Loss 7
D3 Insurance 7
D4 Confidentiality 7
D5 Variations 7
D6 Force Majeure 7
D7 Transfer of PURCHASE ORDER 8
D8 Dispute Resolution 8
D9 Cancellation 8
D10 Proper Law and Language
9 D11 Special Terms 9
D12 Contracts (Rights of Third Parties) Act 9

SECTION A – GENERAL
A1. Definitions
“AFFILIATE” shall mean any subsidiary or parent or holding company of any company or any other
subsidiary of such parent or holding company. For the purpose of this definition, “subsidiary” and “holding
company” shall have the meaning assigned to them under Section 736, Companies Act, 1985, as amended
by Section 144, Companies Act 1989.
“COMPANY” shall mean the person, persons, firm or company named in the PURCHASE ORDER to
purchase GOODS hereinafter defined and shall include the COMPANY’s legal personal representatives,
successors and assigns.
“COMPANY GROUP” shall mean the COMPANY, its CO-VENTURERS, its and their respective
AFFILIATES and its and their respective directors, officers and employees (including agency personnel), but
shall not include any member of the CONTRACTOR GROUP.
“COMPANY MATERIALS” all materials, equipment and tools, drawings, specifications, know-how and data
supplied by the COMPANY to the CONTRACTOR.
“CONTRACTOR” shall mean the person, persons, firm or company named in the PURCHASE ORDER to
supply GOODS hereinafter defined and shall include the CONTRACTOR’s legal personal representatives,
successors and assigns.
“CONTRACTOR GROUP’ shall mean the CONTRACTOR, its subcontractors, its and their AFFILIATES, its and
their respective directors, officers and employees (including agency personnel), but shall not include any member
of the COMPANY GROUP.
“CO-VENTURER” shall mean any other entity with whom the COMPANY is or may be from time to time a
party to a joint operating agreement or utilisation agreement or similar agreement relating to the operations
for which the GOODS are being provided and the successors in interest of such CO- VENTURER or the
assignees of any interest of such CO-VENTURER.
“DELIVERABLES” means all documents, products and materials developed by the CONTRACTOR or its
agents, contractors and employees as part of or in relation to the GOODS in any form or media, including
without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications
and reports (including drafts).
“DELIVERY DATE” shall mean the date(s) upon which the GOODS shall be delivered as specified in the
PURCHASE ORDER.
“GOODS” shall mean the goods or services to be provided in accordance with this
PURCHASE ORDER.
“INTELLECTUAL PROPERTY RIGHTS” means patents, rights to inventions, copyright and related rights,
trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off,
rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information
(including know-how), and all other intellectual property rights, in each case whether registered or unregistered
and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to
claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will
subsist now or in the future in any part of the world.
“PURCHASE ORDER” shall mean the contract formed by the acceptance of this PURCHASE ORDER
and shall incorporate these Purchase Order Terms and Conditions as may be amended by any special
conditions referred to in this PURCHASE ORDER.

A2. Interpretation
All instructions, notices, agreements, authorisations approvals and acknowledgements shall be in writing.
All such documentation together with all correspondence and other documents shall be in the English
language.
Nevertheless, if for any reason, it is considered necessary by the COMPANY to give an instruction to the
CONTRACTOR orally in the first instance, the CONTRACTOR shall comply with such instruction. Any such oral
instruction shall be confirmed in writing as soon as is possible under the circumstances, provided that, if the
CONTRACTOR confirms in writing any such oral instruction which is not contradicted in writing by the
COMPANY without undue delay, it shall be deemed to be an instruction in writing by the COMPANY.
Any reference to statute statutory provision or statutory instrument shall include any re-enactment or
amendment thereof for the time being in force.
Unless the context otherwise requires, words importing the singular shall include the plural, and
words importing the masculine gender shall include the feminine and neuter genders and vice versa.

A3. Invalidity and Severability
If any provision of this PURCHASE ORDER shall be found by any court or administrative body of
competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability shall not affect the
other provisions of this PURCHASE ORDER and all provisions not affected by such invalidity or
unenforceability shall remain in full force and effect. The COMPANY and the CONTRACTOR agree to
attempt to substitute, for any invalid or unenforceable provision, a valid or enforceable provision which
achieves to the greatest possible extent, the economic, legal and commercial objectives of the invalid or
unenforceable provision.

SECTION B
THE CONTRACTOR’S COMMITMENT TO THE COMPANY
B1. Terms
The CONTRACTOR will sell the GOODS to the COMPANY on the terms set out in the PURCHASE
ORDER.

B2. Delivery
The CONTRACTOR will deliver or make the GOODS available to the COMPANY at the place
specified in the PURCHASE ORDER, on the DELIVERY DATE.
In the event that the CONTRACTOR is unable to deliver the GOODS on the DELIVERY DATE the
CONTRACTOR shall notify the COMPANY at the earliest possible opportunity. The COMPANY and the
CONTRACTOR shall endeavour to agree a mutually acceptable revised DELIVERY DATE. However, in the
event that the COMPANY and the CONTRACTOR cannot agree, the COMPANY shall have the right to
terminate the PURCHASE ORDER and recover from the CONTRACTOR the direct losses sustained as a
result of the delay up to an amount not to exceed the value of the PURCHASE ORDER.

B3. Inclusive Price
The price which the COMPANY has agreed to pay for the GOODS is set out in the PURCHASE
ORDER and is exclusive of VAT but includes all other taxes, duties or other charges as applicable.

B4. Access
The CONTRACTOR will allow the COMPANY to expedite, inspect and test the GOODS during
manufacture at the CONTRACTOR’s premises on reasonable prior notice. Any expediting, inspection,
testing or any failure to do so shall in no way relieve the CONTRACTOR of its obligations as specified in
the PURCHASE ORDER.

B5. Specifications
The CONTRACTOR will ensure that the GOODS will meet the COMPANY’s requirements with regard to any
quality, fitness for purpose, quantity or specifications, which are set out in the PURCHASE ORDER.

B6. Defects Correction
The CONTRACTOR will repair, replace or rectify any of the GOODS (or any replacement) which are
defective. The CONTRACTOR’s obligation shall apply only when the GOODS are used in accordance
with the CONTRACTOR’s specification or if no such specification exists, used in accordance with their
ordinary purpose. The CONTRACTOR’s obligation shall cease 24 months from delivery Title and risk in the
GOODS or any part thereof which do not comply with the requirements of the PURCHASE ORDER and
which are rejected by the COMPANY shall re-vest in the CONTRACTOR on return to the CONTRACTOR.

B7. Packing
The CONTRACTOR will ensure that the GOODS are properly packed, secured and labelled in accordance
with accepted good industry practice and to meet the COMPANY’s requirement as specified in the
PURCHASE ORDER.

B8. Documentation
The CONTRACTOR will provide to the COMPANY by the due date(s), all drawings, certificates or other
documentation in the specified format and quantities as detailed in the PURCHASE ORDER.

B9. Hazardous Materials
The CONTRACTOR will ensure that the GOODS will comply with the requirements of all applicable law and,
to the extent that they contain toxic, corrosive or hazardous materials, the CONTRACTOR will ensure that a
notice to that effect accompanies each consignment, together with appropriate care and handling
instructions. GOODS supplied under the PURCHASE ORDER, which are contaminated beyond use, at the
time of delivery, shall be regenerated or disposed of by the CONTRACTOR. The title and risk of the
contaminated GOODS will remain with the CONTRACTOR, who will bear all expenses for the said
processes. In the event that COMPANY contaminates the GOODS, the COMPANY will liable for the
processes of regeneration or disposal.

B10. Title and Risk
Title and Risk in the GOODS will pass from the CONTRACTOR to the COMPANY at delivery in
accordance with the COMPANY’s requirements under the PURCHASE ORDER.

B11. Patent Indemnity
The CONTRACTOR shall save, indemnify, defend and hold harmless the COMPANY GROUP from all
claims, losses, damages, costs (including legal costs), expenses, and liabilities of every kind and nature
for, or arising out of, any alleged infringement of any patent or proprietary or protected right arising out of
or in connection with the performance of the obligations of the CONTRACTOR under the PURCHASE
ORDER except where such infringement necessarily arises from the job specification and/or the
COMPANY’s instructions.
However, the CONTRACTOR shall use its reasonable endeavours to identify any infringement in the job
specification and/or the COMPANY’s instructions of any patent or proprietary or protected right, and should
the CONTRACTOR become aware of such infringement or possible infringement then the CONTRACTOR
shall inform the COMPANY immediately.
The COMPANY shall save, indemnify, defend and hold harmless the CONTRACTOR GROUP from all
claims, losses, damages, costs (including legal costs), expenses, and liabilities of every kind and nature
for, or arising out of, any alleged infringement of any patent or proprietary or protected right arising out of
or in connection with the performance of the obligations of the COMPANY under the CONTRACT or the
use by the CONTRACTOR of the job specification or materials or equipment supplied by the
COMPANY.

B12. Spares
The CONTRACTOR shall give sufficient notice to the COMPANY of its intention to cease supply of GOODS,
component parts or replacements, to enable the COMPANY to purchase such GOODS, component parts or
replacements.

SECTION C – THE COMPANY’S COMMITMENT TO THE CONTRACTOR
C1. Terms
The COMPANY will buy the GOODS from the CONTRACTOR on the terms set out in this
PURCHASE ORDER.

C2. Acceptance
Acceptance shall be from the time when a duly authorised employee or representative of the COMPANY
accepts the GOODS, delivered or collected, and where such GOODS are not defective or damaged in any
way and comply with the PURCHASE ORDER. In the event that a defect in or damage to the GOODS or
any breach of the PURCHASE ORDER is identified by the COMPANY, it shall be deemed not to have
accepted the GOODS until such time as such defect, damage or breach is remedied by the CONTRACTOR.
Such acceptance shall be within a reasonable time of delivery or collection, but shall be without prejudice
to the CONTRACTOR’s liability for any defect in or damage to the GOODS or any breach of the
PURCHASE ORDER which is not identified by such authorised employee or representative of the
COMPANY at the time of acceptance.

C3. Use
The CONTRACTOR will not be liable for any loss or damage resulting from the failure of the COMPANY
EM&I Standard Terms and Conditions of Purchase – Amended Confidentiality and Restrictions (D4) and Cancellation (D9) Clauses February 2017. Approved by AMC 05/02/2017
to use the GOODS in accordance with any specific operating conditions set out in the PURCHASE
ORDER.

C4. Risk
The COMPANY will be responsible for risk of loss or damage to the GOODS with effect from the
DELIVERY DATE.

C5. Price Payment
The COMPANY will pay for the GOODS against the CONTRACTOR’s invoice in the amounts specified in the
Purchase Order within thirty (30) days of receipt of CONTRACTOR’s correctly submitted invoice and properly
constituted backup the transmission of invoice not being earlier than the delivery of GOODS unless
otherwise stated in the PURCHASE ORDER.
If the COMPANY disputes any items on any invoice in whole or in part or if the invoice is prepared or
submitted incorrectly in any respect, the COMPANY shall notify the CONTRACTOR of the reasons and
request the CONTRACTOR to issue a credit note for the unaccepted part or whole of the invoice as
applicable. Upon receipt of such credit note the COMPANY shall be obliged to pay the undisputed part of
a disputed inv oice.

C6. Intellectual Property
C6.1 Unless stated otherwise in the PURCHASE ORDER, the CONTRACTOR assigns to the
COMPANY, with full title guarantee and free from all third party rights, all INTELLECTUAL
PROPERTY RIGHTS in the GOODS supplied to the COMPANY, including for the avoidance of
doubt any software provided solely by the CONTRACTOR under the PURCHASE ORDER and
the DELIVERABLES.
C6.2 The CONTRACTOR warrants that it has full clear and unencumbered title to all INTELLECTUAL
PROPERTY RIGHTS assigned to the COMPANY pursuant to clause 1.1, and that at the date of
delivery of the GOODS to the COMPANY, it will have full and unrestricted rights to transfer all
such items to the COMPANY.
C6.3 The CONTRACTOR shall obtain waivers of all moral rights in the products, including for the
avoidance of doubt the DELIVERABLES, of the GOODS o to which any individual is now or may
be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act
1988 or any similar provisions of law in any jurisdiction.
C6.4 The CONTRACTOR shall, promptly at the COMPANY’S request, do (or procure to be done) all
such further acts and things and the execution of all such other documents as the COMPANY
may from time to time require for the purpose of securing for the COMPANY the full benefit of the
PURCHASE ORDER, including all right, title and interest in and to the INTELLECTUAL
PROPERTY RIGHTS assigned to the COMPANY in accordance with clause 1.1.
C6.5 All COMPANY MATERIALS are the exclusive property of the COMPANY.

C7. Termination for Convenience
The COMPANY may at any time give written notice to the CONTRACTOR to terminate the PURCHASE
ORDER forthwith and in such event the COMPANY shall pay, and the CONTRACTOR shall accept in
settlement of all claims under the PURCHASE ORDER, such sums as shall reasonably compensate it for
all work done and obligations assumed by it in performance of the PURCHASE ORDER prior to its
termination and for all work reasonably done by the CONTRACTOR in giving effect to such termination. The
value of any material, payment for which has been made by the COMPANY but which is left with, and can be
put to use by, the CONTRACTOR, shall be taken into account when calculating such losses but such sum shall in
no event exceed the price set out in the PURCHASE ORDER unless otherwise previously agreed.

C8. Status of COMPANY
The COMPANY enters into the PURCHASE ORDER for itself and as agent for and on behalf of the
other CO-VENTURERS. Without prejudice to the provisions of Clause D12 and notwithstanding the
above:
(a) the CONTRACTOR agrees to look only to the COMPANY for the due performance of the PURCHASE
ORDER and nothing contained in the PURCHASE ORDER will impose any liability upon, or entitle the
CONTRACTOR to commence any proceedings against any CO-VENTURER other than the COMPANY; and
(b) the COMPANY is entitled to enforce the PURCHASE ORDER on behalf of all CO-VENTURERS as well as
for itself. For that purpose, the COMPANY may commence proceedings in its own name to enforce all
obligations and liabilities of the CONTRACTOR and to make any claim which any COVENTURER may
have against the CONTRACTOR.

SECTION D – OUR COMMITMENTS TO EACH OTHER
D1. Indemnity Arrangements
D1.1 The CONTRACTOR shall be responsible for and shall save, indemnify, defend and hold harmless
the COMPANY GROUP from and against all claims, losses, damages, costs (including legal costs)
expenses and liabilities in respect of:
(a) loss of or damage to property of the CONTRACTOR GROUP whether owned, hired, leased or
otherwise provided by the CONTRACTOR GROUP arising from, relating to or in connection with the
performance or non-performance of the PURCHASE ORDER; and
(b) personal injury including death or disease to any person employed by the CONTRACTOR GROUP
arising from, relating to or in connection with the performance or non-performance of the PURCHASE
ORDER; and
(c) subject to any other express provisions of the PURCHASE ORDER, personal injury including death or
disease or loss of or damage to the property of any third party to the extent that any such injury, loss or
damage is caused by the negligence or breach of duty (whether statutory or otherwise) of the CONTRACTOR
GROUP. For the purposes of this Clause D1.1 (c) “third party” shall mean any party, which is not a member of
the COMPANY GROUP or the CONTRACTOR GROUP.
D1.2 The COMPANY shall be responsible for and shall save, indemnify, defend and hold harmless the
CONTRACTOR GROUP from and against all claims, losses, damages, costs (including legal costs)
expenses and liabilities in respect of:
(a) loss of or damage to property of the COMPANY GROUP whether
(i) owned by the COMPANY GROUP, or
(ii) leased or otherwise obtained under arrangements with financial institutions by the COMPANY
GROUP arising from, relating to or in connection with the performance or non-performance of the
PURCHASE ORDER, but excluding the GOODS prior to delivery; and
(b) personal injury including death or disease to any person employed by the COMPANY GROUP arising
from, relating to or in connection with the performance or non-performance of the PURCHASE ORDER; and
(c) subject to any other express provisions of the PURCHASE ORDER, personal injury including death or
disease or loss of or damage to the property of any third party to the extent that any such injury, loss or
damage is caused by the negligence or breach of duty (whether statutory or otherwise) of the COMPANY
GROUP. For the purposes of this Clause D1.2 (c) “third party” shall mean any party which is not a member of
the CONTRACTOR GROUP or the COMPANYGROUP.
D1.3 All exclusions and indemnities given under this Clause D1 (save for those under Clauses D1.1(c),
D1.2(c)) and Clause D2 shall apply irrespective of cause and notwithstanding the negligence or breach of
duty (whether statutory or otherwise) of the indemnified party or any other entity or party and shall apply
irrespective of any claim in tort, under contract or otherwise at law.
D1.4 If either party becomes aware of any incident likely to give rise to a claim under the above
indemnities it shall notify the other and both parties shall co-operate fully in investigating the incident.

D2. Consequential Loss
For the purposes of this Clause D2 the expression “Consequential Loss” shall mean:
(i) consequential or indirect loss under English law; and
(ii) loss and/or deferral of production, loss of product, loss of use, loss of revenue, profit or anticipated profit (if
any), in each case whether direct or indirect to the extent that these are not included in (i), and whether or not
foreseeable at the date of the PURCHASE ORDER.
Notwithstanding any provision to the contrary elsewhere in the PURCHASE ORDER and except to the
extent of any agreed liquidated damages (including without limitation any predetermined termination
fees) provided for in the PURCHASE ORDER, the COMPANY shall save, indemnify, defend and hold
harmless the CONTRACTOR GROUP from the COMPANY GROUP’s own Consequential Loss and the
CONTRACTOR shall save, indemnify, defend and hold harmless the COMPANY GROUP from the
CONTRACTOR GROUP’s own Consequential Loss, arising from, relating to or in connection with the
performance or non-performance of the PURCHASE ORDER.

D3. Insurance
The COMPANY and the CONTRACTOR shall maintain levels of insurance sufficient to cover their
respective liabilities and obligations under the PURCHASE ORDER and at law.

D4. Confidentiality and Restrictions
D4.1 The COMPANY and the CONTRACTOR shall keep the PURCHASE ORDER and any information,
which either party learn about the other (including without limitation any confidential information relating to
finances, customers, suppliers, business affairs and any INTELLECTUAL PROPERTY RIGHTS belonging
to the other party) in strict confidence and will not disclose the same to any third party or use the same for
any purpose other than to perform this PURCHASE ORDER without the prior written consent of the other
party.
D4.2 In this section Clause D4.2, the following definitions shall apply:
(a) CUSTOMER: the end customer to whom the COMPANY provides goods or services in connection with
this PURCHASE ORDER.
(b) TERRITORY: the territory in respect of which the CONTRACTOR supplies GOODS under this
PURCHASE ORDER.
The CONTRACTOR undertakes and covenants with the COMPANY that it shall not (and shall procure that
the CONTRACTOR GROUP shall not) during the term of this PURCHASE ORDER and for a period of 12
months thereafter:
(a) provide any services that are the same as or substantially similar to the GOODS to be delivered under
this PURCHASE ORDER to the CUSTOMER or any of its AFFILIATES directly in the TERRITORY; or
(b) solicit or endeavour to entice away from COMPANY or COMPANY GROUP the business or custom of
the CUSTOMER or any of its AFFILIATES with a view to providing goods or services to such entity in place
of or in competition with the COMPANY in the TERRITORY.
D4.3 The CONTRACTOR shall indemnify the COMPANY against all liabilities, costs, expenses, damages,
losses, fines and penalties suffered or incurred by COMPANY or the COMPANY GROUP arising as a
result of any breach of clause D4.2 by the CONTRACTOR or the CONTRACTOR GROUP. For the
purposes of this clause D4.3 only, the indemnity and release for CONSEQUENTIAL LOSS provided by the
COMPANY in clause D2 shall not apply to any liability of the CONTRACTOR arising under this clause
D4.3.

D5. Variations
With reasonable prior notice, the COMPANY and the CONTRACTOR shall discuss variations to
the PURCHASE ORDER and agree with each other resulting changes to any of the details
shown in the PURCHASE ORDER.

D6. Force Majeure
Neither the COMPANY nor the CONTRACTOR shall be responsible for any failure to fulfil any term or
condition of the PURCHASE ORDER if and to the extent that fulfilment has been delayed or temporarily
prevented by a force majeure occurrence, as hereunder defined, which has been notified in accordance
with this Clause D6 and which is beyond the control and without the fault or negligence of the party
affected and which, by the exercise of reasonable diligence, the said party is unable to provide against.
For the purposes of this PURCHASE ORDER only the following occurrences shall be force m a j e u r e :
(a) Riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), acts of
terrorism, civil war, rebellion, revolution, insurrection of military or usurped po wer ;
(b) Ionizing radiations or contamination by radio-activity from any nuclear fuel or from any nuclear waste
from the combustion of nuclear fuel or radioactive, toxic, explosive or other hazardous properties of any
explosive nuclear assembly or nuclear component thereof;
(c) Pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic s pe ed s;
(d) Earthquake, flood, fire, explosion and/or other natural physical disaster, but excluding weather
conditions as such, regardless of severity;
(e) Strikes at a national or regional level or industrial disputes at a national or regional level, or strikes or
industrial disputes by labour not employed by the affected party its sub-contractors or its suppliers and which
affect a substantial or essential portion of the G O O D S ;
(f) Maritime or aviation disasters;
(g) Changes to any general or local Statute, Ordinance, Decree, or other Law, or any regulation or bye- law
of any local or other duly constituted authority or the introduction of any such Statute, Ordinance, Decree,
Law, regulation or bye-law.

D7. Transfer of PURCHASE ORDER
Neither the COMPANY nor the CONTRACTOR shall at any time sub-contract or assign any part of their
respective rights or obligations under this PURCHASE ORDER to any other person, without first
obtaining the other party’s prior consent which shall not unreasonably be withheld or delayed.

D8. Dispute Resolution
If either party is dissatisfied with the performance of the other in relation to the GOODS or this PURCHASE
ORDER, the parties shall meet as soon as possible in good faith with each other to try to resolve the matter in
an amicable way.
If no agreement is reached the parties may attempt to settle the dispute by a form of Alternative Dispute
Resolution to be agreed between the parties. In the absence of any agreement being reached on a particular
dispute either party may take appropriate action in the English Courts to resolve the dispute at any time.

D9. Cancellation
The CONTRACTOR or the COMPANY may terminate the PURCHASE ORDER in the event that:
(a) the other party is in material breach of a condition of the PURCHASE ORDER; or
(b) the other party becoming bankrupt or making a composition or arrangement with its creditors or a winding–
up order being made or (except for the purposes of amalgamation or reconstruction) a resolution for its
voluntary winding-up being passed or a provisional Liquidator, Receiver, Administrator or Manager of its
business or undertaking being appointed (or a notice of such appointment is given) or presenting a petition or
having a petition presented applying for an administration order to be made pursuant to Section 9
Insolvency Act 1986, or possession being taken by or on behalf of the holders of any debenture secured
by a Floating Charge of any property comprised in or subject to the Floating Charge, or any equivalent act or
thing being done or suffered under any applicable law, In such an event, the only remaining commitment will
be for the COMPANY to pay for GOODS already delivered and accepted by the CONTRACTOR but not yet
paid for.

D10. Proper Law and Language
The PURCHASE ORDER shall be construed and take effect in accordance with English Law
excluding those conflict of law rules and choice of law principles which would deem otherwise, and
subject to the provisions of Clause D8, shall be subject to the exclusive jurisdiction of the English
Courts. The ruling language of the PURCHASE ORDER shall be the English Language.

D11. Special Terms
The CONTRACTOR and the COMPANY agree that any special conditions set out in the
PURCHASE ORDER will take precedence over the general terms and conditions set out herein.

D12. Contracts (Rights of Third Parties) Act
D12.1 Subject to Clause D12.3, the parties intend that no provision of the PURCHASE ORDER shall, by
virtue of the Contracts (Rights of Third Parties) Act 1999 (“the Act”) confer any benefit on, nor be
enforceable by any person who is not a party to the PURCHASE O R D E R .
D12.2 For the purposes of this Clause D12, “Third Party” shall mean any member of the COMPANY
GROUP (other than the COMPANY) or CONTRACTOR GROUP (other than the CONTRACTOR).
D12.3 Subject to the remaining provisions of the PURCHASE ORDER, Clause B11, Clause D1, D2 and D3
are intended to be enforceable by a Third Party by virtue of the Act.
D12.4 Notwithstanding Clause D12.3, the PURCHASE ORDER may be rescinded, amended or varied by
the parties to the PURCHASE ORDER without notice to or the consent of any Third Party even if, as a
result, that Third Party’s right to enforce a term of this PURCHASE ORDER may be varied or extinguished.
D12.5 The rights of any Third Party under Clause D12.3 shall be subject to the following: –
(a) any claim, or reliance on any term of the PURCHASE ORDER by a Third Party shall be notified in
writing in accordance with the requirements of Clause D1.4 by such Third Party as soon as such Third
Party becomes aware that an event is likely to give rise to such a claim and such notification shall contain
the following information as a minimum:
EM&I Standard Terms and Conditions of Purchase – Amended Confidentiality and Restrictions (D4) and Cancellation (D9) Clauses February 2017. Approved by AMC 05/02/2017
(i) details of the occurrence giving rise to the claim; and
(ii) the right relied upon by the Third Party under the PURCHASE ORDER,
(b) the provisions of Clause D8 shall apply in respect of any claim by a Third Party in that the
relevant parties agree to resolve any dispute between them in a prompt and amicable manner by
adopting the provisions of Clause D8,
(c) the Third Party’s written agreement to submit irrevocably to the jurisdiction of the English
Courts in respect of all matters relating to such rights.
D12.6 In enforcing any right to which it is entitled by virtue of the Act and the provisions of this
PURCHASE ORDER, the remedies of a Third Party shall be limited to damages.
D12.7 A Third Party shall not be entitled to assign any benefit or right conferred on it under this
PURCHASE ORDER by virtue of the Act.