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BACKGROUND

Solarglide Limited (“SGL“) has agreed to purchase Goods (as defined below) on behalf of itself and/or its Customers and the Supplier has agreed to supply such Goods on the terms and conditions set out below.

IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In these Conditions, the following definitions apply:

“Business Day” means a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business;

“Commencement Date” has the meaning set out in clause 2.2;

“Conditions” means these terms and conditions as amended from time to time in accordance with clause 14.8;

“Confidential Information” means information of a proprietary nature including but not limited to prices, request(s) for quotation, purchase requisitions, purchase order information;

“Contract” means a contract between SGL and the Supplier for the supply of Goods in accordance with these Conditions;

“Customer” means a customer of SGL;

“Force Majeure” means any act or condition beyond the reasonable control and not occasioned by the fault or negligence or the affected party;

“Goods” means the goods (or any part of them) set out in the Order;

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Nominated Delivery Locations” means locations as detailed on the SGL Purchase Order;

“Order” means SGL’s order for the supply of Goods, as set out in SGL’s purchase order form, or in SGL’s written acceptance of the Supplier’s quotation, as the case may be;

“SGL” means Solarglide Limited, a company registered in England and Wales with company registration number 06809199 and whose registered office is at Unit 6b, Innovate At Silverlink, Silverlink Business Park, Kingfisher Way, Wallsend, Tyne and Wear, England, NE28 9NX.

“Specification” means in relation to Goods, any specification for the Goods (including any relevant plans or drawings) provided by SGL or its Customer to the Supplier;

“Warranty Period” means the period of twelve (12) months from the date the Goods are first utilised by SGL or a Customer.

1.2 Construction

In these Conditions, the following rules apply:

1.2.1   a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2   a references to a party includes its personal representatives, successors or permitted assigns;

1.2.3   a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4   any phrase introduced by the terms “including“, “include“, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5   a reference to “writing” and any similar expression, includes electronic and facsimile transmission, and communication via the website.

2. BASIS OF CONTRACT

2.1   The Order constitutes an offer by SGL to purchase Goods from the Supplier in accordance with these Conditions.

2.2   The Order shall be deemed to be accepted on the earlier of:

2.2.1   the Supplier issuing written confirmation of the terms of the Order; or

2.2.2   any act by the Supplier consistent with fulfilling the Order on the same terms, at which point and on which date the Contract shall come into existence (“Commencement Date“).

2.3   Upon receipt of an Order the Supplier shall advise by email to an email address designated by SGL (such email address to be advised on SGL’s purchase order), if the price for any of the Goods in the Order is incorrect.

2.4   These Conditions apply to the Contract to the exclusion of any other terms that the Supplier or any other party seeks to impose or incorporate, or which are or may be implied by trade, custom, practice or course of dealing.

3. SUPPLY OF GOODS

3.1   The Supplier shall ensure that the Goods shall, for the duration of the Warranty Period:

3.1.1   correspond with their description and any applicable Specification;

3.1.2   be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by SGL, expressly or by implication, and in this respect, SGL relies solely and exclusively on the Supplier’s skill and judgment.

3.1.3   be free from defects in design, materials and workmanship; and

3.1.4   comply with all applicable statutory and regulatory requirements relating to the manufacture, labeling, packaging, storage, handling and delivery of the Goods.

3.2   The Supplier shall ensure that at all times it has and maintains any and all the licences, permissions, authorisations, consents and permits that it needs from time to time in any and every jurisdiction to carry out its obligations under the Contract in respect of the Goods.

3.3   SGL shall have the right to inspect and test the Goods at any time before delivery.

3.4   If following such inspection or testing SGL considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, SGL shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5   Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract, and SGL shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

4. DELIVERY OF GOODS

4.1   The Supplier shall ensure that:

4.1.1   the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

4.1.2   each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments (subject to clause 4.4), the outstanding balance of Goods remaining to be delivered; and

4.1.3   if the Supplier requires SGL to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

4.2   The Supplier shall deliver the Goods:

4.2.1   on the date specified by SGL in the Order, time being of the essence;

4.2.2   to the location as is set out in the Order or as instructed by SGL before delivery (“Delivery Location“);

4.2.3   during SGL’s normal hours of business on a Business Day, or as instructed by SGL.

4.3   Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location at the Supplier’s risk and cost.

4.4   The Supplier shall not deliver the Goods in instalments without SGL’s prior written consent.

4.4.1   Where such prior written consent is given by SGL and it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately.

4.4.2   In no event shall the delivery charges in relation to any Order delivered in instalments exceed the delivery charge that would have been charged by the Supplier if the Goods had not been delivered in instalments as stated on the purchase order.

4.4.3   Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle SGL to the remedies set out in clause 6.1.

4.5   Title and risk in the Goods shall pass to SGL on completion of delivery in accordance with clause 4.3.

5. RETURN OF GOODS

5.1   SGL may return any non-defective Goods to the Supplier within three (3) months of delivery to the Customer and such return shall not be subject to any re-stocking fee.

6. SGL REMEDIES

6.1   If the Supplier fails to deliver the Goods by the applicable date, SGL shall, without limiting its other rights or remedies, have one or more of the following rights:

6.1.1   to terminate the Contract with immediate effect by giving written notice to the Supplier;

6.1.2   to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

6.1.3   to recover from the Supplier any costs incurred by SGL in obtaining substitute goods from a third party;

6.1.4   where SGL has paid in advance for Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier; and

6.1.5   to claim damages for any additional costs, loss or expenses (including consequential loss) incurred by SGL which are in any way attributable to the Supplier’s failure to meet such dates.

6.2   If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting its other rights or remedies, SGL shall have one or more of the following rights, whether or not it has accepted the Goods:

6.2.1   to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;

6.2.2   to terminate the Contract with immediate effect by giving written notice to the Supplier;

6.2.3   to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

6.2.4   to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

6.2.5   to recover from the Supplier any expenditure incurred by SGL in obtaining substitute goods from a third party; and

6.2.6   to claim damages for any additional costs, loss (including consequential loss) or expenses incurred by SGL arising from the Supplier’s failure to supply Goods in accordance with clause 3.1.

6.3   These Conditions shall extend to any repaired or replacement goods supplied by the Supplier.

6.4   SGL’s rights under this Contract are in addition to its rights and remedies implied by statute and common law.

7. CHARGES AND PAYMENT

7.1   The price for the Goods:

7.1.1   shall be the price set out in the Order or if such price is incorrect (and advised to SGL in accordance with clause 2.3) then the price in accordance with applicable price list including any discounts; and

7.1.2   shall be inclusive of the costs of packaging, insurance, carriage and delivery of the Goods by the Supplier, unless otherwise agreed in writing by SGL. No extra charges shall be effective unless agreed in writing and signed by SGL.

7.2   The Supplier shall ensure that at all time the prices offered to SGL (“SGL Price“) are more favourable than or at least as favourable as prices for similar products offered by the Supplier to any comparable customer (“Comparable Customer Price“). In the event that the Supplier has not complied with this clause 7.2, the Supplier shall issue a credit note within thirty (30) days of the Supplier becoming aware of its breach of this clause 7.2. Such credit note shall be for the difference in the SGL Price paid by SGL and the Comparable Customer Price on all relevant Goods purchased by SGL.

7.3   The Supplier shall invoice SGL on the next Business Day following completion of delivery of the Goods. Each invoice shall include such supporting information required by SGL to verify the accuracy of the invoice, including but not limited to the relevant purchase order number. The Supplier shall use reasonable endeavours to electronically send invoices to SGL.

7.4   In consideration of the supply of Goods by the Supplier, SGL shall pay the invoiced amounts within sixty (60) days from the end of the month in which the invoice is received to a bank account nominated in writing by the Supplier.

7.5   If the Supplier does not extend credit terms to SGL and as a result any Order is subject to SGL paying for Goods in advance against a pro-forma invoice, such payment shall be held by the Supplier as a fully refundable deposit until such time as the Goods have been delivered to SGL or the Customer (at SGL’s election) at the Supplier’s cost and risk, in accordance with the Order. If the Goods are not been delivered to SGL or the Customer or returned to the Supplier, the payment held as a deposit shall be refunded to SGL. Any refund of a deposit under this clause 7.5 shall be made within seven (7) Business Days of SGL or the Customer refusing delivery of the Goods.

7.6   All amounts payable by SGL under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (“VAT“). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to SGL, SGL shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of any lawfully due VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.

7.7   SGL shall be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part.

8. INTELLECTUAL PROPERTY RIGHTS

8.1   In respect of the Goods the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to SGL, it will have full and unrestricted rights to sell and transfer all such items to SGL and hereby fully indemnifies SGL and any Customer to that effect.

9. INDEMNITY

9.1   The Supplier shall keep SGL and its Customers indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by SGL and/or its Customers as a result of or in connection with:

9.1.1   any claim made against SGL or its Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;

9.1.2   any product recalls actioned by a Customer as a result of the Supplier’s failure to provide Goods in accordance with clause 3.1;

9.1.3   any claim made against SGL or its Customer by a third party arising out of, or in connection with, the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; and

9.1.4   any claim made against SGL or its Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods.

9.2   For the duration of the Contract and for a period of eight (8) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on SGL’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

9.3   This clause 9 shall survive termination of the Contract.

10. CONFIDENTIALITY

A party (“Receiving Party“) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party“), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 shall survive termination of the Contract.

11. TERMINATION

11.1   Without limiting its other rights or remedies, SGL may terminate the Contract with immediate effect by giving written notice to the Supplier if:

11.1.1   the Supplier commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of receipt of notice in writing of the breach;

11.1.2   the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (or other analogous local laws or regulations) or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 (or other analogous local laws or regulations) or (being a partnership) has any partner to whom any of the foregoing apply;

11.1.3   the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;

11.1.4   a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;

11.1.5   the Supplier (being an individual) is the subject of a bankruptcy petition order, or analogous local process in any jurisdiction;

11.1.6   a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;

11.1.7   an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier (being a company);

11.1.8   a floating charge holder over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;

11.1.9   a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;

11.1.10   any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1.2 to clause 11.1.9 (inclusive);

11.1.11   the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or

11.1.12   the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

11.2   Without limiting its other rights or remedies, SGL may terminate the Contract with immediate effect by giving written notice to the Supplier, in which case SGL shall pay the Supplier fair and reasonable compensation for any work performed under its direct instruction on any Goods effectively delivered at the date of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

12. CONSEQUENCES OF TERMINATION

On termination of the Contract or any part of it for any reason:

12.1.1   the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and

12.1.2   clauses which expressly or by implication have effect after termination shall continue in full force and effect.

13. ANTI-BRIBERY

13.1   The Supplier shall:

13.1.1   comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (or other analogous local laws or regulations) (“Relevant Requirements”);

13.1.2   have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures to ensure compliance with the Relevant Requirements;

13.1.3   promptly report to SGL any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract.

13.2   Breach of this clause 13 shall be deemed a material breach under clause 11.1.1.

14. GENERAL

14.1   Force majeure – neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable. If such event or circumstances prevent the Supplier from supplying the Goods for more than two (2) weeks, SGL shall have the right, without limiting its other rights or remedies, to terminate the Contract with immediate effect by giving written notice to the Supplier.

14.2   Assignment and subcontracting

14.2.1   The Supplier shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of SGL.

14.2.2   SGL may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

14.3   Notices

14.3.1   Any notice or other communication required to be given to a party under or in connection with the Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

14.3.2   Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the fifth Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

14.3.3   This clause 14.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under the Contract shall not be validly served if sent by e-mail.

14.4   Waiver and cumulative remedies

14.4.1   A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14.4.2   Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

14.5   Severance

14.5.1   If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

14.5.2   If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14.6   No partnership – Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

14.7   Third parties – A person who is not a party to the Contract shall not have any rights under or in connection with it unless stated elsewhere in this Contract.

14.8   Variation – Any variation, including any additional terms and conditions, to the Contract shall only be binding only when and if agreed in writing and signed by SGL.

14.9   Governing law and jurisdiction – The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

These Terms and Conditions are correct as of 2026. We may update or amend them from time to time to reflect changes in the law, our services, or business practices. The most current version will always be available on our website, and continued use of our services constitutes acceptance of any updated terms.