Terms and Conditions of Purchase

TEH Ltd (Company No. 12287292)

1. Definitions

Unless otherwise expressly agreed in writing and signed by an Authorised Person, these are the only conditions (the “Conditions”) upon which TEH Ltd (registered in England and Wales under number 12287292) (“the Company”) is prepared to deal with the Supplier and they shall govern the Contract to the exclusion of all other terms.

Approved Sub‑Contractor means any sub‑contractor approved by the Company.

Associated company has the meaning given in Section 449 of the Corporation Tax Act 2010.

Authorised Person means a director or other authorised representative of the Company.

Contract means the contract for supply of Goods and/or Services formed under these Conditions.

Company’s Equipment means any equipment provided by the Company.

Deliverables means all documents, products and materials developed by the Supplier.

Document includes drawings, designs, reports, data and records.

Goods means all goods supplied under the Contract.

Incoterms means Incoterms 2010 as published by the ICC.

Input Material means all materials supplied by the Company.

Intellectual Property Rights means all intellectual property rights worldwide.

Order means the Company’s purchase order.

Price means the total price specified in the Order.

Project Plan means the agreed plan for Services.

Services means services to be provided under the Contract.

Specification means all technical specifications relating to the Goods.

Supplier means the person or company to whom the Order is addressed.

2. Effect of These Conditions

Commencement of performance, acceptance of the Order, or use of the Order number constitutes acceptance of these Conditions. Supplier terms are excluded unless agreed in writing by an Authorised Person.

3. Sub‑Contracting

The Supplier shall not sub‑contract or assign without prior written consent and remains responsible for Approved Sub‑Contractors.

4. Conformity with Order, Quality and Description

Goods shall be of the best available design, satisfactory quality, fit for purpose, comply with Specifications and all applicable laws, and be properly packed.

Services shall be performed with reasonable skill and care, in accordance with the Project Plan, and within specified timescales.

5. Inspection and Testing

The Company may inspect and test Goods and Services at any time. Inspection does not constitute acceptance.

6. Delivery and Passing of Title

Time is of the essence. Goods shall be delivered strictly in accordance with the Order. The Company may reject non‑conforming Goods.

Title and risk pass on delivery unless otherwise stated.

7. Price and Payment

Prices are fixed unless otherwise agreed. Payment shall be made within 28 days from the end of the month of receipt of a valid invoice.

8. Packaging

Packaging costs are included unless otherwise agreed and returnable items shall be credited upon return.

9. Intellectual Property

All Intellectual Property Rights in works created under the Contract vest in the Company unless agreed otherwise in writing.

10. Indemnity

The Supplier shall indemnify the Company against all liabilities, losses, damages and costs arising from breach, defect, or infringement.

11. Confidentiality

All information disclosed shall be kept strictly confidential and used only for performance of the Contract.

12. Product Liability Insurance

The Supplier shall maintain appropriate product, public and employer’s liability insurance and provide evidence on request.

13. Supply of Personnel

All personnel remain employees of the Supplier and must comply with site rules and applicable laws.

14. Materials and Tooling

All materials supplied by the Company remain its property and must be returned on request.

15. Cancellation and Termination

The Company may cancel or terminate the Contract at any time in accordance with these Conditions.

16. Insolvency

The Company may terminate the Contract immediately upon insolvency events affecting the Supplier.

17. Health and Safety

The Supplier shall comply with all health and safety legislation relating to Goods and Services.

18. Force Majeure

The Company shall not be liable for delay or failure caused by circumstances beyond its reasonable control.

19. Notices

Notices shall be given in writing and served in accordance with these Conditions.

20. Governing Law and Jurisdiction

These Conditions are governed by English law and subject to the exclusive jurisdiction of the English courts.