Purchase Terms

DEFINITIONS

1.1 In these Conditions, unless the context otherwise requires:

“Buyer” means ZD Cable, a company registered office at Zhengzhou, Henan, China.

“Contract” means each contract that the Seller forms upon acceptance of a Purchase Order and that involves the purchase of Goods pursuant to a Purchase Order and these Conditions.

“Conditions” means these terms and conditions of purchase.

“Goods” means all goods that the Buyer purchases from the Seller and that a Purchase Order specifies.

“Information” means the term that clause 5.2 defines.

“Purchase Order” means any purchase order that the Buyer submits in respect of the purchase of Goods from the Seller.

“Seller” means the person, firm, or company that the Purchase Order names.

2. APPLICATION OF CONDITIONS

2.1 These Conditions apply to all purchases of Goods by ZD Cable from the Seller and exclude all other terms and conditions, including any terms or conditions that the Seller may purport to apply under any quotation, acceptance of order, correspondence, or elsewhere, as well as any terms and conditions that trade custom, practice, or the course of dealing between ZD Cable and the Seller may imply.

2.2 ZD Cable deems any Goods that the Seller supplies before ZD Cable places a Purchase Order or before the Seller acknowledges it to have been supplied subject to these Conditions.

2.3 The Purchase Order constitutes an offer by ZD Cable to purchase the Goods from the Seller subject to these Conditions, and no verbal or written order, request, or enquiry for Goods binds ZD Cable unless that order appears in a Purchase Order that a duly authorized representative of ZD Cable signs.

2.4 The Seller accepts these Conditions and the conditions in the Purchase Order on the earliest of the following dates: (a) five days from the date of the relevant Purchase Order; (b) the date the Seller engages in any conduct that confirms the Purchase Order; or (c) the date of delivery of any Goods, unless ZD Cable indicates otherwise in writing before that earliest date.

2.5 ZD Cable becomes bound by the offer to purchase Goods in a Purchase Order only if the Seller accepts that offer in writing within five days of the date of the Purchase Order or within such other time that the Purchase Order specifies.

2.6 The Seller’s written acceptance deems any terms and conditions that the Seller sets out in that acceptance to have been rejected by ZD Cable, and the Seller’s acceptance of the Purchase Order deems it to be an unconditional acceptance to supply the Goods subject to these Conditions and the Purchase Order.

2.7 No addition to, variation of, exclusion of, or attempted exclusion of (a) these Conditions or any of them, or (b) any Purchase Order, binds ZD Cable unless that change appears in writing and a duly authorized representative of ZD Cable signs it.

3. ALTERATION

3.1 ZD Cable reserves the right to amend these Conditions from time to time by giving written notice of such alteration to the Seller, and such amended Conditions will apply to each Purchase Order that ZD Cable submits following the giving of such notice.

4. PRICE AND PAYMENT

4.1 All prices for Goods will be as stated in the Purchase Order, and no increase in price will be permitted unless ZD Cable agrees to it in writing. Unless otherwise stated in the Purchase Order, the price is: (a) exclusive of any applicable value-added tax (which ZD Cable will pay only upon receipt of a validly issued VAT invoice); (b) inclusive of all other duties, taxes, or levies; and (c) inclusive of all charges for packaging, shipping, insurance, and delivery of the Goods to the address that the Purchase Order states.

4.2 The Seller must invoice ZD Cable upon the delivery of all Goods that each Purchase Order relates to, and each invoice must quote ZD Cable’s Purchase Order number. The Seller may not invoice any delivery of Goods made by installment unless ZD Cable previously agrees to it in writing. Any invoice that fails to state clearly the correct reference of the Goods as set out in the relevant Purchase Order will not qualify as a proper invoice for the purpose of this clause.

4.3 Unless otherwise agreed in writing, ZD Cable must make payment of the invoice within 60 days of its receipt of the invoice or, if later, within 60 days after its acceptance of the Goods.

4.4 If ZD Cable fails to pay the amount of any invoice when due, ZD Cable must pay interest on the overdue portion of such amount (except in the case of a bona fide dispute) at the rate of 2% above the base rate from time to time of HSBC Bank plc.

4.5 ZD Cable will be entitled to set off and deduct against the amount of any invoice any sums that the Seller or any of its subsidiaries, or its holding company or any subsidiaries of its holding company, owes to ZD Cable on whatever account.

5. SPECIFICATIONS

5.1 The Seller must make due and diligent inquiry of ZD Cable as to the purpose or purposes for which ZD Cable requires the Goods, and ZD Cable will use reasonable endeavors to respond fully and accurately to all such requests for information from the Seller.

5.2 Any specification that ZD Cable supplies to the Seller, or that the Seller specifically produces for ZD Cable in connection with the Contract, together with any dies, molds, tools, and materials, proprietary information (including, without limitation, know-how, specifications, inventions, processes, or initiatives), and any intellectual property rights in the specifications (together, the “Information”), will be and will remain the exclusive property of ZD Cable.

5.3 The Seller must treat the Information as strictly confidential and must not use or disclose the Information except as strictly required in the performance of a Contract. The Seller agrees that:

(a) it will not use or permit the use of the Information for the production, manufacture, or design of any goods or materials other than the Goods that ZD Cable orders from time to time, nor for larger quantities of goods than those that ZD Cable orders;

(b) it will indemnify ZD Cable against any loss of or damage to the Information that is at any time in the Seller’s possession or control; and

(c) it will, at the request of ZD Cable at any time, immediately deliver up to ZD Cable all or any of the Information and/or all copies of the Information in its possession or control.

6. SUB-CONTRACTING AND DELEGATION

6.1 The Seller must not delegate or sub-contract any or all of the Seller’s obligations under any Contract without ZD Cable’s consent in writing.

6.2 Any delegation or sub-contracting that clause 6.1 permits must be subject to the terms and conditions that ZD Cable determines, and unless ZD Cable agrees otherwise in writing, the Seller will remain primarily liable for any obligation that the Seller delegates or sub-contracts.

6.3 The Seller must provide ZD Cable with copies of all orders for work that the Seller delegates or sub-contracts in accordance with clause 6.2, and the Seller must deliver these copies on the day following the placement of such orders, which must include ZD Cable’s Purchase Order number.

7. INSPECTION AND TESTING

7.1 ZD Cable’s representatives will have access to the Seller’s premises or works or the works of any of the Seller’s sub-contractors to inspect and test the Goods during manufacture, processing, or storage and to assess progress toward meeting the delivery date. Such inspection and testing by ZD Cable will not relieve the Seller of any obligations to ZD Cable that the Seller would otherwise have.

7.2 The Seller must give ZD Cable reasonable notice of all tests that the Seller intends to carry out on the Goods, and ZD Cable will be entitled to representation at such tests.

7.3 The Seller must provide ZD Cable with test certificates and any other certification that ZD Cable requires.

7.4 If, as a result of inspection or testing, ZD Cable is not satisfied (acting reasonably) that the Goods will comply in all respects with the Contract (including, without limitation, that the Goods will be delivered by the due date), then ZD Cable may terminate the Contract by giving five days’ notice in writing to the Seller. The Seller must indemnify ZD Cable and keep ZD Cable indemnified from and against all liability, loss, damages, costs, and expenses (including legal expenses) that ZD Cable incurs arising from or in connection with such termination.

8. DELIVERY

8.1 The Seller must deliver the Goods DAP (as per Incoterms 2010) to the address that the Purchase Order specifies, on the date and at the time that ZD Cable stipulates, unless the Purchase Order specifies otherwise. ZD Cable accepts no responsibility for any Goods that the Seller delivers outside such date and/or time.

8.2 The Seller must confirm the delivery time and date with ZD Cable prior to delivery.

8.3 If the date of delivery of the Goods is not specified in the Purchase Order but the Seller specifies it after acceptance of the Purchase Order, then the Seller must give ZD Cable reasonable notice of that specified date, and that date must be no later than 28 days from the date of the Purchase Order.

8.4 The date and time of delivery of the Goods are of the essence of the Contract.

8.5 The Seller must notify ZD Cable immediately if, for any reason, the Seller is unable to deliver the Goods on the due date.

8.6 The Seller must ensure that a packing note, which quotes the number of the Purchase Order, accompanies each delivery or consignment of the Goods and that the Seller displays it prominently.

8.7 If the Goods are to be delivered by installments, the Contract will be treated as a single contract and not as severable. However, if any order for Goods is only partially fulfilled by the due delivery date, ZD Cable may (without prejudice to any other right or remedy) either accept or reject the Goods that have been delivered and, in either case, cancel the order in respect of the Goods that have not been delivered, in which case the price of the Goods will be apportioned accordingly.

8.8 ZD Cable will be entitled to reject any defective Goods or any Goods that the Seller delivers otherwise than in accordance with the Contract. ZD Cable will not be deemed to have accepted any Goods until ZD Cable has had a reasonable time to inspect them following delivery, and that time will be no fewer than 10 days from the date of delivery.

8.9 If ZD Cable rejects any delivered Goods in accordance with these Conditions, the Seller must collect such Goods from the delivery address at the Seller’s expense. ZD Cable may charge the Seller a daily storage charge for the period during which any rejected Goods remain uncollected.

8.10 The Seller must indemnify and keep ZD Cable indemnified from and against all liability, loss, damages, costs, and expenses (including legal expenses) that ZD Cable incurs arising from or in connection with the Seller’s failure to deliver the Goods strictly in accordance with these Conditions, including (for the avoidance of doubt and without limitation):

(a) all costs that ZD Cable incurs in handling, testing, storing, and preparing reports in relation to faulty Goods;

(b) all costs that ZD Cable incurs to repair and repackage Goods damaged in transportation or delivered in a condition unsuitable for resale; and

9. PACKAGING

9.1 The Seller must ensure that all Goods are properly and securely packed, properly labeled or otherwise identified, and that all consignments of Goods bear the relevant Purchase Order number.

9.2 Unless ZD Cable agrees otherwise in writing, the Seller must provide all cases, packaging, drums, reels, and other packing material free of charge. If the Seller requests it, ZD Cable will use reasonable endeavors to return such packing materials to the Seller at the Seller’s risk and expense.

10. RISK AND TITLE

10.1 The risk of loss, damage, or destruction of the Goods will pass to ZD Cable only upon delivery of the Goods in accordance with clause 8.

10.2 Title and property, including full legal and beneficial ownership, in the Goods and any components of the Goods and/or any raw materials incorporated in the Goods, will pass to ZD Cable in accordance with clause 8, regardless of whether ZD Cable has made payment for such Goods. If payment for the Goods occurs prior to delivery, then title and property will pass to ZD Cable with effect from the date and time of payment.

10.3 All property of ZD Cable, including without limitation the Goods, the Information, and the specification, that is in the custody or possession of the Seller will be at the risk of the Seller. The Seller must, at its own expense, insure such property against the risk of loss and/or damage from whatever cause and all other usual risks.

10.4 The Seller must maintain in good condition, at the Seller’s expense, all dies, molds, tools, and materials in its custody or possession.

11. WARRANTIES

11.1 The Seller warrants to ZD Cable that the design, construction, and quality of the Goods comply in all respects with:

(a) all applicable laws, including without limitation all statutes, regulations, orders, standards, directives, and any other instrument having the force of law in the United Kingdom in force at the time when the Seller supplies the Goods; and

(b) all guidelines, industry directives, and other standards that apply to participants in the industry in which the Goods are distributed, manufactured, or used.

11.2 The Seller warrants to ZD Cable that, for the longer period of (i) eighteen months after the date of delivery, (ii) twelve months after the date of installation, or (iii) such other warranty period as the Seller offers from time to time to its customers or as the parties agree in writing with respect to the Goods, all Goods:

(a) will be fit for their purpose, as the Seller ascertains that purpose in accordance with the provisions of clause 5.1;

(b) will be free from defects in material and workmanship;

(d) will conform to any specifications, standards, drawings, or samples that the Purchase Order specifies or that ZD Cable otherwise notifies to the Seller; and

(e) will be capable of any standard of performance that the Purchase Order specifies.

11.3 Without prejudice to any other right or remedy that is available to ZD Cable under these Conditions, a Contract, or at law, if the Goods (or any of them) do not comply with the warranties that the Seller gives under this clause 11, ZD Cable may:

(a) require the Seller to repair the Goods;

(b) require the Seller to supply replacement Goods within such timeframe as ZD Cable specifies;

(c) treat the Contract as discharged by the Seller’s breach and require the immediate repayment of any part of the price that ZD Cable has paid; and/or

(d) at the cost of the Seller, obtain goods equivalent to the Goods and/or procure the repair of the Goods itself or by a third party.

11.4 The Seller must indemnify ZD Cable and keep ZD Cable indemnified from and against all liability, loss, damages, costs, and expenses (including legal expenses) that ZD Cable incurs arising from or in connection with:

(a) a breach of any warranty that the Seller gives in relation to the Goods under these Conditions or otherwise;

(b) any claim or alleged claim that the Goods infringe, or that their importation, use, or resale infringes, any intellectual property rights or other rights of any other person, including without limitation patent rights, design rights, and copyrights;

(d) any breach of the Contract by the Seller and any other act or omission of the Seller or its employees, agents, or sub-contractors.

11.5 ZD Cable’s rights under these Conditions are in addition to and not in substitution for the statutory terms and conditions that the Sale of Goods Act 1979 implies in favor of ZD Cable.

11.6 The Seller undertakes to ZD Cable that it will maintain full and proper records of all Goods that it supplies to ZD Cable for a period of five years from the date of delivery of the Goods or for such longer period as the law requires.

11.7 The Seller undertakes to ZD Cable that it will abide by ZD Cable’s Code of Conduct or supply for review its own code that provides matching or exceeding terms, thereby committing to ethical practices that include the protection of human rights and fair and equitable working conditions.

11.8 The Seller undertakes to ZD Cable that it will provide ZD Cable with information relating to the product on request, and that information is not limited to carbon emissions data, actions taken to minimize environmental impact, and actions taken to provide social value to the communities in which the Seller is active.

12. TERMINATION

12.1 ZD Cable may terminate any Contract immediately by providing written notice to the Seller, in addition to and without prejudice to the rights that these Conditions confer on ZD Cable.

ZD Cable can exercise this termination if:

(a) The Seller commits a breach of these Conditions and, if such breach is capable of remedy, fails to remedy that breach within five days after ZD Cable gives notice requesting the remedy; or

(b) Any of the following events occur:

(i) The Seller becomes unable to pay its debts as they fall due, or the value of the Seller’s assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities;

(ii) In relation to the Seller, a statutory demand is served, a receiver is appointed, or any insolvency procedure under the Insolvency Act 1986 is instituted or occurs, or notice of intention to institute such a procedure is given;

(iii) Any order is made for or any proceedings constitute main proceedings in any member state of the European Union; or

(iv) Any analogous demand, appointment, or procedure is instituted or occurs in relation to the Seller elsewhere than in England or Wales.

13. GENERAL

13.1 The Seller must obtain and/or maintain all licenses, permits, and any other permissions that are required to enable it to carry out its obligations under a Contract.

13.2 The headings in these Conditions are for reference only, and they do not affect the interpretation of these Conditions.

13.3 No delay by ZD Cable in enforcing its rights will prejudice or restrict ZD Cable’s rights, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any other breach.

13.4 The Seller may not assign any of its rights or benefits under any Contract without obtaining the prior written consent of ZD Cable.

13.5 If any of these Conditions is judged illegal or unenforceable for any reason, such Conditions (or the appropriate part thereof) will be deleted, and the remaining provisions will continue in full force and effect.

13.6 Any notice that is given under these Conditions must be in writing and in English. The notice must be served by leaving it at or by sending it by fax or by first-class recorded delivery post or by air-mail to the business address of the relevant party. Any notice that is served in this manner will be deemed to have been received as follows:

(a) if delivered personally, at the time of delivery;

(b) if sent by first-class recorded delivery post, 48 hours after the date of posting;

(d) if sent by fax, if the notice was sent during the business hours of the addressee, on the day of transmission, and otherwise on the next following business day.

For the purposes of this clause 13.6, “business hours” and “business day” mean the hours from 9 a.m. to 5 p.m. local time in the United Kingdom. In proving that any notice or document was given or served, it is necessary only to prove that it was properly addressed and posted or faxed.

13.7 These Conditions, any Contract between the Seller and ZD Cable, and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, will be governed by and construed in accordance with the laws of England. The Seller and ZD Cable agree to submit to the non-exclusive jurisdiction of the English courts.

13.8 Each of the Seller and ZD Cable irrevocably agrees, for the sole benefit of ZD Cable, that (subject to clause 13.9) the English courts will have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Conditions or any Contract between the Seller and ZD Cable or their subject matter or formation (including non-contractual disputes or claims).

13.9 Nothing in clause 13.8 will limit the right of ZD Cable to take proceedings against the Seller in any other court of competent jurisdiction, nor will the taking of proceedings by ZD Cable in any one or more jurisdictions preclude ZD Cable from taking proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

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