Rack Repair Specialists

Terms and Conditions of Purchase

1. Definitions.

Capitalized terms have the following meanings: (a) “Goods” means the goods, software, and other items to be supplied under this Purchase Order (if any); (b) “Project” means the Goods or Services; (c) “Purchase Order” means this written or electronic order for Goods or Services; (d) “Purchaser” means ROS (UK) Limited; (e) “Services” mean the services to be provided under this Purchase Order (if any); (f) “Specified” means as specified on the first page of this Purchase Order; and (g) “Supplier” means the individual or entity Specified as the supplier.

2. Acceptance.

Supplier will be deemed to have accepted the terms of this Purchase Order upon the earliest of: (a) Supplier’s signing and returning a copy of this Purchase Order to Purchaser, (b) Supplier’s shipping of the Goods to Purchaser or starting performance of the Services, or (c) Supplier’s acknowledging this Purchase Order by other commercially acceptable means.

3. Supplier Forms.


4. Price and Payment.

Unless otherwise specified the Specified price is exclusive of VAT and inclusive of any other applicable taxes, carriage, packaging, insurance,handling and other charges. Specified prices may not be increased nor additional charges added for any reason. Unless otherwise specified, Purchaser will make payment within 60 days of receipt by the Purchaser of the Supplier’s correct and valid VAT invoice (including the correct Purchase Order number) at the Specified address (it being acknowledged and agreed that the Supplier may not render the VAT invoice before completing the Project). The VAT invoice must quote the correct Purchase Order number and the amount of the invoice must match the amount of the Purchase Order. Purchaser may upon reasonable notice and during normal business hours examine and make copies of all books and records relating to the Project.

5. Performance.

Time is of the essence in Supplier’s performance under this Purchase Order. Supplier will perform any Services in accordance with agreed schedule (as Specified or otherwise at the direction of the Purchaser). Supplier will ship any Goods from the Specified shipment point no later than the Specified shipment date and will deliver the Goods to Purchaser at the Specified destination no later than the Specified delivery date. Supplier will properly package the Goods to protect against damage during shipment, handling and storage. Unless otherwise specified, all rights, title, interests, and all risks of loss and damage to any Goods will pass to Purchaser upon Purchaser’s acceptance of such Goods.

6. Inspection.

Purchaser may inspect the Goods at any time, and Supplier will provide reasonable access and facilities for such inspection prior to shipment. No Goods will be deemed accepted before final inspection by Purchaser at the Specified destination. Purchaser’s inspection, failure to inspect or failure to discover any defect will not relieve Supplier of any obligation hereunder or impair Purchaser’s rights or remedies at law or in equity.

7. Representations and Warranties.

Supplier represents and warrants that (a) the Goods are free from defects in design, materials, workmanship and title, (b) the
Goods are of good and suitable quality, that all materials and other items incorporated in the Goods will be new (not refurbished or reconditioned) and suitable for their intended purpose, (c) the Goods and/or Services do not violate, misappropriate or infringe any patent, trademark, trade dress, copyright or other proprietary right, (d) the Goods conform to the requirements of this Purchase Order and are of comparable quality as any samples delivered to Purchaser, (e) any Services will be provided in a competent and workmanlike manner in accordance with the level of professional care customarily observed by highly skilled professionals rendering similar services; (f) the Project will comply with all applicable laws, regulations and other requirements of governmental authorities having jurisdiction, and (g) Supplier and its Personnel (defined below) will hold and fully comply with all required licenses, permits and approvals to carry out and complete the Project (including, but not by way of limitation, all statutory and regulatory consents and permissions). If the Project includes Services, Supplier additionally represents and warrants that all Personnel are fully eligible and authorized to lawfully perform the Services pursuant to applicable immigration and work status laws and regulations (Supplier will verify this in accordance with United Kingdom Home Office then current best practice); and to the best of Supplier’s knowledge after due inquiry, its Personnel have no convictions (save for spent convictions) in respect of any offence which would be punishable by custodial sentence in the last 5years or any offence involving dishonesty, or, if they have, Supplier has (to the extent in accordance with Laws) provided information to Purchaser regarding the nature, severity, and date of each such conviction.

8. Rejection and other Remedies.

If the Goods do not strictly comply with the requirements of this Purchase Order, Purchaser may reject them within a reasonable
period of time after delivery without regard to whether payment has been made. In such case, Purchaser may (a) retain any or all of such Goods for correction or replacement by Purchaser or others, (b) retain any or all of such Goods for use as delivered or (c) return any or all of such Goods with or without instruction for correction. Supplier will promptly comply with any instruction for correction. If Purchaser requests Supplier to make any correction and Supplier thereafter fails or indicates its inability or unwillingness to do so, Purchaser may have the correction made. Purchaser will be entitled to recover from Supplier (by credit, offset, invoice or otherwise) an equitable amount for the diminished value of any uncorrected Goods and all costs reasonably incurred by Purchaser in connection with rejected Goods (including but not limited to all costs of correction by Purchaser and all costs to return Goods to Supplier). Supplier will, at no cost to Purchaser, promptly and satisfactorily correct any Services found to be defective or not in conformity with this Purchase Order.

9. Cross Border Sales and Returns.

(a) Suppliers Located Outside the EU. Supplier will deliver any cross-border sale of Products to Purchaser on a delivered-dutyunpaid
(“DDU”) basis. Supplier will be directly responsible for ensuring that such cross-border sales comply with all export and import regulations (including, without limitation, export licensing, shipper’s export declaration, and export invoice). Without limiting the foregoing, any export or import document must, among other matters, separately itemize and state the separate value for each item of hardware, software, set-up, and any non-dutiable service. If Purchaser returns any Product under this Purchase Order, such Product will be returned ex-works (“EXW”) Purchaser’s place of business, and Supplier will be directly responsible for ensuring that such returns comply with all export and import regulations. Notwithstanding the terms of Section 16, Supplier hereby agrees that any duties and taxes that may be recoverable by the Supplier shall not be charged or collected from the Purchaser. (b) Suppliers Located Within the EU. Supplier will deliver any cross-border sale of Products to Purchaser on a delivered-duty-paid (“DDP”) basis and is responsible for ensuring that the Products are in free circulation within the EU. Supplier will be directly responsible for ensuring that such cross-border shipments comply with al regulations covering the intra-community movement of goods (including, without
limitation, export licensing, shipper’s export declaration, and export invoice). Without limiting the foregoing, Supplier will provide a valid intra-community VAT invoice which must itemize and state the separate value for each item of hardware, software, set-up and service. Each party will be responsible for its own reporting obligations arising from the intra-community movement of the Products. If Purchaser returns any Product under this Purchase order, such Product will be dispatched from Purchaser’s place of business, and Supplier will be directly responsible for its own reporting associated with such movement of the Products. Notwithstanding the terms of Section 16, Suppler hereby agrees that any duties and taxes that may be recoverable by Supplier shall not be charged or collected from the Purchaser.

10. Defence and Indemnity.

Supplier will be solely liable for and shall defend and indemnify Purchaser from any allegation or claim based on or any loss, damage,
settlement, cost, expense and any other liability (including but not limited to reasonable attorney fees) arising out of any allegation or claim related to (a) the design, manufacture, possession, ownership, use, sale or transfer of the Goods, (b) an actual or alleged breach of any of Supplier’s representations, warranties or other obligations under this Purchase Order, (c) any act or omission of Supplier or its Personnel related to the Project, except to the extent caused by the negligence or willful misconduct of Purchaser as determined by a final, non-appealable order of a court having jurisdiction, (d) Supplier’s breach of Section 9 including, but not limited to any taxes, duties, interest or penalties, or (e) any claim, liability, cost or loss arising out of the application of TUPE (as defined in Section 13 below),
whether brought by a transferring or non transferring employee or otherwise. Supplier’s duty to defend is independent of its duty to indemnify. Supplier’s obligations under this Section 10 are independent of any other obligation of Purchaser under this Purchase Order. Purchaser may, at its discretion, co- operate with Supplier in relation to any such defense. Supplier will not consent to any judgment or settlement without the prior written consent of the Purchaser.


11. Insurance.

Supplier will obtain and maintain, at its expense, for so long as Purchaser may have a contractual claim against Supplier, suitable and requisite insurance policies, including (i) employers liability insurance (ii) comprehensive general commercial liability insurance (including public liability and where applicable, product liability insurance) at a minimum level of £1,000,000 per occurrence and £3,000,000 in aggregate (iii) if the Supplier is providing professional or consulting services as part of the Services, professional indemnity insurance, with coverage at such levels as would be reasonable in the market and as provide suitable indemnity limits to cover potential loss and damage incurred by the Purchaser. All Supplier insurance policies will be with reputable UK insurers, will be on generally acceptable UK market terms and will not be subject to unreasonable excesses. Supplier will produce a copy of all insurance policies it is obliged to maintain within 14 days of request from Purchaser. Purchaser’s receipt or approval of the Supplier’s insurance policies will not relieve or limit Supplier’s obligations under this Purchase Order. Supplier shall be responsible for insuring any equipment it brings on to the Premises.

12. Confidential Information.

Supplier will comply with the terms of any non-disclosure agreement between Supplier and Purchaser (or Supplier’s affiliates) (“NDA”).
If no such agreement exists, Supplier and its representatives will (a) keep confidential the terms and existence of this Purchase Order and all information obtained from Purchaser in connection with this Purchase Order that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary and (b) use such information only for the purposes of this Purchase Order. All such information is Purchaser’s exclusive property. Supplier will not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of Purchaser or any of its affiliates in any manner without prior written authorization. Supplier will not issue press releases or publicity that relate to Purchaser
or this Purchase Order or reference Purchaser or its affiliates in any brochures, advertisements, client lists or other promotional materials.

13. Independent Contractors; Personnel. Supplier and Purchaser are independent contractors.

Supplier has exclusive control over its employees, representatives,agents, contractors and subcontractors (collectively, “Personnel”) and over its labor and employee relations and its policies relating to wages, hours, working conditions and other employment conditions. Supplier has the exclusive right to hire, transfer, suspend, lay off, recall, promote, discipline and hear grievances with
its Personnel. Supplier is solely responsible for all salaries and other compensation of its Personnel who provide Goods and for making all deductions and withholdings from its employees’ salaries and other compensation and paying all contributions, taxes and assessments. Supplier’s Personnel are not eligible to participate in any employment benefit plans or other benefits available to Purchaser employees. Supplier has no authority to bind Purchaser to any agreement or obligation. Supplier will be solely responsible for all theft, damage and/or misconduct related to its Personnel. Supplier will not subcontract or delegate any of its obligations under this Purchase Order without Purchaser’s prior consent. If Purchaser consents, Supplier will ensure that any such subcontractor is bound to the terms of this Purchase Order. Notwithstanding the existence or terms of any subcontract, Supplier is responsible for the full performance under this Purchase Order and for its subcontractors’ compliance with the terms of this Purchase Order. Supplier will comply with all obligations as to the provision of the Services that arise out of the Transfer of Undertakings Protection of Employment Regulations 2006 (as may be amended from time to time) (“TUPE”). Supplier will be responsible for all costs, claims, expenses and liabilities as arise out of the application of TUPE to this Purchase Order (including, for the avoidance of doubt, any TUPE related claim
from those engaged in providing Services before and on completion or termination of this Purchase Order).

14. Cancellation and Modifications.

Purchaser may, at any time prior to Supplier’s acceptance of this Purchase Order (as specified in Section 2 above), terminate or
modify this Purchase Order without liability or obligation to Supplier. After Supplier’s acceptance, Purchaser may terminate or modify all or any portion of this Purchase Order prior to shipment of any Goods or Supplier’s commencement of performance of Services at no charge and without liability by giving Supplier written notice of such termination or change. Purchaser may terminate or modify this Purchase Order for any Goods after shipment and prior to Purchaser’s acceptance of such Goods at no charge and without liability, provided that Purchaser will pay the shipping expenses for returning such Goods to Supplier’s shipping location. Upon
cancellation of a Purchase Order related to Services after Supplier has commenced performance of such Services, Supplier will promptly terminate the Services and Purchaser is only liable to pay for Services performed and liabilities incurred prior to cancellation (except that if the Specified fees are a fixed amount, Purchaser will pay the fee to the extent the Services are complete).

15. Deliverables.

If Supplier delivers or is required to deliver to Purchaser any work product in connection with the Services, Purchaser owns, or upon assignment by the creator will own, all right, title and interest (including, but not limited to, all copyrights and any other intellectual property rights) in such work product. To the extent such work product does not automatically vest in the Purchaser, Supplier hereby assigns with full title guarantee all right, title and interest in proprietary rights
as belong to the Supplier. To the extent that work produce cannot be so assigned, Supplier grants or undertakes to procure the grant to the Buyer of a perpetual and irrevocable, royalty free, worldwide licence to use any and all proprietary rights. Supplier will, at its own expense and as expeditiously as possible, perform all actsrequired to perfect any of the foregoing.

16. Taxes.

Purchaser will pay applicable local or value added taxes (“Taxes”), provided Supplier provides Purchaser with original invoices that separately state such Taxes and that meet the appropriate requirements for a valid tax invoice. Supplier will be responsible for all other taxes (including interest and penalties) or fees arising from the transactions and the documentation of transactions under this Purchase Order. Purchaser shall maintain the right to deduct or withhold any taxes from any amounts payable to Supplier under this Purchase Order, and payment to Supplier as reduced by such deductions or withholdings will constitute full payment and settlement to Supplier of such amounts.

17. Successors and Assigns.

Supplier will not assign this Purchase Order (in whole or part) without Purchaser’s prior written consent. Any assignment without
Purchaser’s consent will be voidable at Purchaser’s option. Subject to the foregoing restrictions, this Purchase Order will be fully binding upon, inure to the benefit of and be enforceable by Supplier, Purchaser and their respective successors and assigns.

18. Applicable Law.

This Purchase Order will be interpreted and enforced in accordance with the laws of England and Wales and the non-exclusive jurisdiction of the courts of England and Wales.

19. Limitation of Liability.

Nothing in this agreement excludes or limits either party’s liability for death or personal injury caused by its negligence or for fraud,
misrepresentation or for any matter for which it would be illegal for either party to exclude or attempt to exclude its liability. Purchaser is not liable under any circumstances for lost opportunities or profits, or for consequential, special, punitive or indirect damages of any kind.

20. Data Protection.

Each party undertakes to comply with its respective obligations under the Data Protection Act 1998 (as may be amended from time to time and any other applicable data protection legislation) in relation to personal data (as defined in the Data Protection Act) that is processed by it in connection with this Agreement, including, where requisite, by maintaining a current and valid registration or notification under the Data Protection Act.

21. Premises.

Supplier may, with Purchaser’s consent and during normal working hours, have access to premises controlled by the Purchaser (“the Premises”) in order to provide the Services. If Supplier performs Services on the Premises, Supplier will (a) abide by all Purchaser’s rules, policies, and procedures regarding such matters as safety, security, health, environmental and hazardous material management, misconduct, physical aggression harassment and theft (collectively, “Rules”); and (b) at Purchaser’s request, remove and promptly replace any personnel performing services who behaves in a manner that is unlawful or inconsistent with any Rule. Supplier will not interfere with Purchaser’s business and will be liable for all damage and destruction caused to the Premises and all resulting costs, losses and expenses to the Purchaser’s operation caused by the Supplier or its Personnel so damaging the Premises.

22. General.

A party does not waive any right under this Purchase Order by failing to insist on compliance with any of the terms of this Purchase Order or by failing to exercise any right hereunder. If the parties have entered into an agreement in writing intended to govern the purchase of the Goods and or Services the terms and conditions of such agreement will apply and will prevail over these Purchase Order Terms and Conditions. The rights and remedies of the parties under this Purchase Order are cumulative, and either party may enforce any of its rights or remedies under this Purchase Order or other rights and remedies available to it at
law or in equity. If any provision of this Purchase Order is determined by any court or governmental authority to be unenforceable, the parties intend that this Purchase Order be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. Sections 7-13 and 16-22 survive beyond Supplier’s performance under this Purchase Order.

The section headings of this Purchase Order are for convenience only and have no interpretive value.