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accession therapeutics limited
- terms and conditions of purchase

1.    Definitions and Interpretation

1.1    In these Terms the following words shall have the following meanings:

"Accession" – means Accession Therapeutics Limited whose registered office is at Lashford House, Church Lane, Dry Sandford, Abingdon, Oxfordshire, United Kingdom, OX13 6JP, United Kingdom;

"Contract"  – means any contractual arrangement relating to the supply of Services or Deliverables pursuant to an Order;

Deliverables”  – means those goods or service deliverables to be provided by the Supplier pursuant to an Order;

"Order"  – an order placed with the Supplier by Accession for the supply of specific Services or Deliverables;

"Quality Control"  – means Accession's quality control procedures, details of which shall be advised to the Supplier from time to time;

"Quotation"  – means any quotation from the Supplier to Accession setting out the price and other terms in relation to supply of Services or Deliverables to Accession;

Services”  – means those services named in an Order; 

"Specifications"  – means all specifications and descriptions of any Services or Deliverables supplied or to be supplied to Accession whether contained in a Quotation, Contract or Order or as may be specified by Accession and agreed between Accession and the Supplier from time to time;

"Supplier"  – means the supplier named on the purchase order to which these Terms are attached;

Terms”  – means these terms and conditions of purchase. 

2.    Basis of Contract

2.1    These Terms shall be deemed to be incorporated in every request from Accession to the Supplier for a Quotation, every Order and every Contract.  Every Quotation and every acceptance of an Order by the Supplier constitutes unconditional acceptance of these Terms.  These Terms shall prevail over, supersede and exclude any inconsistent terms or conditions contained in or referred to in the Supplier's Quotation, acceptance of an order, or elsewhere.  No addition to or variation of or exclusion of these Terms or any of them shall be binding upon Accession, unless confirmed expressly and specifically by a director of Accession, in writing.

2.2    Notwithstanding clause 2.1, if the parties have agreed a separate contract in writing for the provision of the Services (signed by a director of Accession) (a “Services Contract”), then if there is any conflict between the terms of that Services Contract and these Terms, that Services Contract shall take precedence. 

2.3    The Supplier agrees to comply with all requirements of Accession in respect of delivery, warehousing, invoicing, quality control or delivery materials, or other such requirements (including any amendments thereto) as are notified to the Supplier from time to time and these requirements will form part of each Contract.  Accession agrees to give the Supplier reasonable notice of its requirements.


3.    Specification Changes

3.1    No change to a Specification shall be effective until agreed to in writing by a director of Accession.

3.2    Accession may make alterations from time to time to any Specification upon giving reasonable notice to the Supplier. The date of delivery and the price for the Services or Deliverables supplied to the new Specification shall not change without the written agreement of Accession.


4.    Forecasts

Any forecasts provided by Accession shall be estimates of Accession's requirements and shall not be binding on Accession.  Accession will only be bound once it has placed an Order with the Supplier.  As a result, Accession shall not be liable to the Supplier if a forecast proves to be incorrect.


5.    Quality Control

5.1    All Quality Control issued by Accession shall form part of these Terms.  If either the initial Quality Control are not completed to Accession's satisfaction, or at any time thereafter ongoing Quality Control are not complied with to Accession's satisfaction, then Accession may terminate the whole or any unfulfilled part of any applicable Contract at any time without further liability to the Supplier other than to pay for any Deliverables which Accession has accepted or Services which have been performed and accepted pursuant to these Terms.

5.2    The Supplier shall arrange for the representatives of Accession to be given access at all reasonable times to the Supplier's premises and any premises from which any part of the Services or Deliverables are provided, manufactured, assembled, processed, packaged or stored.  Any such inspection or examination shall not absolve the Supplier from responsibility or liability under these Terms and shall not imply acceptance of the Services or Deliverables by Accession.

6.    Delivery 

6.1    Where a date for delivery of Services or Deliverables is specified in a Contract and/or where Accession is entitled to, and does, notify the Supplier from time to time of a delivery date, that date must be adhered to strictly by the Supplier and time shall be of the essence.  Failure to deliver on the date so specified or notified shall, without prejudice to any other rights or remedies of Accession, entitle Accession to reject the relevant Services or Deliverables and/or terminate the whole or any unfulfilled part of the Contract pursuant to which they were to be delivered without further liability to the Supplier.

6.2    Unless stated to the contrary in a Contract, Accession shall not be obliged to accept delivery of Deliverables by instalments.  If, however, Accession does in its discretion specify or agree to accept delivery by instalments, delivery of any one instalment later than the date so specified or agreed shall, without prejudice to any other rights or remedies of Accession, entitle Accession to terminate the whole or an unfulfilled part of the Contract without further liability of Accession to the Supplier.

6.3    In relation to all Deliverables:

(a)    they shall be delivered carriage and duty paid to the address requested by Accession;;

(b)    notwithstanding (a) above, Accession may agree with the Supplier from time to time to contribute towards or reimburse the Supplier for any carriage and/or duty charge and the Supplier shall submit to Accession a separate invoice for these charges;

(c)    the Supplier shall insure the Deliverables for an amount as specified by Accession, or in the absence of such a specification, an amount equal to 125% of the Contract price for the Deliverables with a reputable insurance company against all risks including (but not limited to) theft and non-delivery for any reason from the point of production to final destination;

(d)    all Deliverables shall be accompanied by a delivery note in such form and containing such details as Accession shall notify to the Supplier from time to time.

6.4    A receipt note in the form notified by Accession to the Supplier from time to time (including any amended form) which is issued by Accession's head office is the only proof of delivery of any Services or Deliverables that will be accepted by Accession and Accession shall not be liable to pay for the Services or Deliverables unless and until the prescribed receipt note for them is produced to it.

7.    Title and risk

7.1    Title to and risk in any Deliverables delivered to Accession pursuant to a Contract shall pass to Accession upon delivery to Accession notwithstanding any purported retention of title by the Supplier until some later date or attempt by the Supplier to transfer risk at an earlier date.  Upon delivery, Accession shall be entitled to use such Deliverables without restriction.

7.2    Accession shall take title but shall not accept risk in any Deliverables delivered in excess of the quantity ordered.  If Accession elects not to accept any such over-delivered Deliverables it may give notice in writing to the Supplier to remove them or any of them within seven days of receipt by the Supplier of such written notice and the Supplier shall refund Accession for any expenses directly or indirectly incurred by Accession as a result of their delivery including but not limited to the cost of moving and storing them.


8.    Acceptance 

8.1    The issue by Accession of a receipt note for any Services or Deliverables shall not constitute any acknowledgement of the quality or nature of those Services or Deliverables.

8.2    If it is found within a reasonable time after performance of the Services or delivery of any Deliverables that they (or any part of them) are not in accordance with the applicable Contract; are contaminated; do not comply with any Specification or sample; are not of satisfactory quality; or are in breach of any of the warranties given by the Supplier under clause 10 below, then notwithstanding any other provision of these Terms, Accession shall have the right to:

(a)    reject those Services or Deliverables, to require the Supplier to remove the affected Deliverables and to refund to Accession the price paid by Accession together with all expenses directly or indirectly incurred by Accession in consequence of such rejection or removal; and

(b)    to treat the Contract and/or any unfulfilled part of it as wholly repudiated by the Supplier.


9.    Returns

9.1    Whenever and for whatever reason Deliverables are returned by Accession to the Supplier or are uplifted by the Supplier on the instructions of Accession, Accession will issue an official return to supplier note in the form notified to the Supplier from time to time.  The Supplier's or carrier's signature or that of its agent or employee or sub-contractor on such document or on the Supplier's uplift note shall constitute acceptance of the details set out within the document.

9.2    Except where otherwise agreed in writing, where any Deliverables in which Accession has already taken title are returned by Accession to the Supplier, title in those Deliverables shall not pass to the Supplier and shall remain in Accession until the Supplier has paid to Accession all sums due under the Contract pursuant to which they were supplied.

10.    Warranties and Indemnity

10.1    The Supplier warrants to Accession that:

(a)    the Services and Deliverables will be of the nature, quantity, substance and quality described in, and will comply in every respect with all Specifications and all other provisions of the Contract pursuant to which they are supplied:

(b)    the Services and Deliverables will comply in every respect with the provisions of existing legislation and statutes, of either United Kingdom or EU origin, and all Regulations, Statutory  Instruments, Directives, order, Decisions or any other requirements made thereunder including those which relate to, or control the nature, substance, quantity, quality, fitness for purpose, packaging, packing, labelling, sale, offering for sale, use, marking, constitution, importation, exportation, transportation, possession, dealing, make-up or trade description of such Services or Deliverables;

(c)    any Deliverables will be free from defects in design, materials and workmanship, free from any adulteration and will not contain any foreign matter;

(d)    Accession’s use of the Services and Deliverables will not infringe any procedures, processes, formulae, patents, designs, design rights, methods of production or inventions, copyright, database rights, circuit layouts, conceptual solutions or any other form of intellectual property (together, "IP") of any third party;

(e)    no Deliverables will be subject to any charge or adverse title.

10.2    The Supplier warrants that any documents relating to Services or Deliverables that are delivered to Accession are valid and that the information contained in them is correct.

10.3    The Supplier warrants to Accession in respect only of all Orders and Contracts under which Deliverables are supplied for delivery in the United Kingdom from a territory outside the United Kingdom, that it shall obtain any necessary licences for the exportation, transportation and importation into the United Kingdom of the Deliverables, shall satisfy itself that such licences have been properly obtained and comply with the existing legislation and shall ensure that those licences are delivered to Accession where required by Accession to enable import clearance without demurrage.

10.4    The Supplier accepts full responsibility for, and shall indemnify and hold Accession harmless against, any action, claim, damage, injury, loss (including, without limitation, economic loss, loss of profit, revenue or goodwill) costs (including management and legal costs),or penalty whatsoever awarded against or incurred or paid by Accession resulting or arising directly or indirectly from a breach by the Supplier of any of these Terms or any other terms of a Contract.

10.5    Any descriptions given by the Supplier in relation to any Services or Deliverables shall be deemed to be representations made by the Supplier and, where any such description is found to be materially wrong, Accession shall be entitled to the remedies described at clauses 8.2(a) and (b).


11.    Accession's Property

11.1    The Supplier shall be responsible for any property of Accession which may be issued to the Supplier in connection with any Contract and, in the event of any loss of, or damage to it, whilst in the Supplier's possession, whether or not caused by the negligence or fault of the Supplier, its servants or agents, the Supplier will be liable to Accession for the full new replacement value of the property, unless the damage is reasonably repairable in which case it shall be liable for costs of, and ancillary to, the repair.

11.2    All working drawings, labels, specifications, manufacturing data, plans, designs, patterns, descriptions, information and components supplied by Accession in connection with any Contract or Order together with any copies made by or for the Supplier and any IP in any or all of them:

(a)    shall remain Accession's property;

(b)    shall not be disclosed to any third party without Accession's prior written consent;

(c)    shall be used only for the purposes of fulfilling a Contract;

(d)    shall be returned to Accession immediately upon demand.

11.3    All IP evolved, prepared, discovered or invented by the Supplier at any time during the course of the Services (including any IP which is developed from disclosure by Accession or its affiliates of any IP owned by or licensed to Accession or its affiliates) will immediately upon its creation vest in Accession.  The Supplier and, if necessary, any individuals employed or contracted by the Supplier will make or join in such applications, execute such documents and do all other such acts as Accession may request in connection with the registration of any such IP in Accession’s name.


12.    Force Majeure

Notwithstanding any other provision of these Terms Accession shall be entitled to suspend delivery of any Services or Deliverables and/or cancel any Order and/or terminate any Contract if, due to any cause beyond its reasonable control (including but not limited to fire, explosion, flood, war, riot, weather, industrial action, strike, lock out, stoppages of work, governmental intervention, breakdown of plant or machinery), it is hindered or prevented from taking delivery of, or reselling or using such goods and it shall have no liability to the Supplier for any loss suffered or incurred as a result of such suspension, cancellation or termination and shall not affect the rights and liabilities of the parties already accrued at that time.


13.    Confidentiality

The Supplier shall not announce or disclose the existence or terms of any Contract or any dispute between the Supplier and Accession unless specifically agreed by Accession or as required by law or the requirements of The International Stock Exchange of the United Kingdom and the Republic of Ireland (informally referred to as ‘The London Stock Exchange’) or where a disclosure is to the Supplier's professional advisers.  Any such announcement or disclosure by the Supplier shall in any event be made only after prior consultation with Accession.


14.    Termination of Contracts

14.1    Accession shall be entitled forthwith to terminate any Contract by written notice to the Supplier if:

(a)    the Supplier breaches any of these Terms or of any other provisions of any Contract; or

(b)    the Supplier commits any act of bankruptcy or has a receiver or administrative receiver appointed of the whole or any part of its assets or if any order is made or resolution passed for the winding up of the Supplier or its business or the Supplier is the subject of any equivalent event or proceedings under the laws of any jurisdiction or if Accession reasonable anticipates that any of the foregoing may occur; or

(c)    Accession decides to cancel the Order and gives the Supplier at least 7 days written notice.

14.2    Clauses 7, 10, 11, 13 and 16 shall survive termination of each Contract together with any other Term which is necessary for the interpretation of each party’s obligations hereunder.


15.    Health and Safety

The Supplier shall, and shall ensure that its employees, agents and sub-contractors, comply with any relevant health and safety laws and, when on Accession's premises, comply with Accession's current health and safety conditions as notified by Accession from time to time.


16.    General

16.1    The Supplier shall not, without the prior written consent of Accession, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms or any Contract without the prior written consent of a director of Accession.

16.2    No waiver by Accession of any breach by the Supplier of any provision of these Terms or any other provision of any applicable Contract shall be considered as a waiver of any subsequent breach of the same or any other provision.

16.3    If any provision of these Terms is held by any court of competent jurisdiction to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected thereby.

16.4    Any notice of other information required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business by pre-paid registered post, special delivery or by facsimile transmission or by a reputable private courier company and any notice or information.  Notices shall be deemed served on delivery (which in the case of fax transmission shall be on printed confirmation of successful transmission).  Any  notice or information sent to Accession shall be marked "for the immediate attention of the CEO".

16.5    All Contracts and these Terms will be construed in accordance with the laws of England and the Supplier hereby agrees that the English courts shall have exclusive jurisdiction in relation to any claim brought by the Supplier against Accession but that Accession shall be entitled to bring a claim against the Supplier in any court of competent jurisdiction.

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