Standard Terms and Conditions of Purchase

Southgate Global Limited’s Standard Terms and Conditions of purchase (goods and/or services)

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Background IPRs: any IPRs, other than Foreground IPRs, owned by the Supplier that are used in the course of or in connection with the development and/or manufacturing of the Goods or in the course of and/or in connection with the provision of the Services.

Branding Specification: the policy setting out the specification of the branding to be applied to the Goods and their packaging listed in Part 2 of Schedule 1, as provided by Southgate to the Supplier and amended by notification from Southgate to the Supplier from time to time.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm GMT/BST on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 23.5.

Contract: the contract between Southgate and the Supplier for the supply of Goods and/or Services in accordance with the Order, any Trading Terms in place at the date of the Order, the Mandatory Policies, these Conditions and any Special Conditions.

Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Delivery Date: the date specified in the Order, or, if none is specified, within seven days of the date of the Order.

Delivery Location: the address for delivery of Goods as set out in the Order.

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods, including any related plans and drawings and technical data sheet, that is agreed in writing by Southgate and the Supplier.

Foreground IPRs: any IPRs that have arisen or are to arise (or are now or in the future to be obtained or developed) by the Supplier, or by a contractor on the Supplier’s behalf, in the course of or in connection with the development and/or manufacturing of the Goods and/or in the course of or in connection with the provision of the Services.

Incoterms: the Incoterms as defined in the ICC’s Incoterms® 2020 Rules.

IPRs: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Mandatory Policies: Southgate’s business policies listed in Schedule 1, as amended by notification from Southgate to the Supplier from time to time, and any other business policies Southgate deems mandatory and notifies the Supplier of from time to time.

Missing Goods Surcharge: the surcharge of 10% per unit of Goods missing charged in accordance with clause 4.6(a).

Order: Southgate’s order for the Goods and/or Services, as set out in Southgate’s purchase order form or in Southgate’s written acceptance of the Supplier’s quotation.

Restricted Customer: any firm, company or person who is or has been at any time during the immediately preceding twelve months a customer or prospective customer of, or in the habit of dealing with, Southgate.

Self-assessment Questionnaire: the self-assessment questionnaires the Supplier is required to complete and return to Southgate annually.

Services: the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.

Service Specification: the description or specification for Services agreed in writing by Southgate and the Supplier.

Southgate: Southgate Global Limited (registered in England and Wales with company number 05910826) with registered office at Sterling House Hamlin Way, Hardwick Narrows, King’s Lynn, PE30 4NG.

Southgate IPRs: all IPRs of which Southgate is the owner or licensee. Southgate Materials: has the meaning set out in clause 14.

Special Conditions: any conditions noted as such in the Order.

Supplier: the person or firm from whom Southgate purchases the Goods and/or Services, as set out in the Order.

Trade Marks: Southgate’s trade marks set out in the Goods Specifications and any further trade marks that Southgate may, by express notice in writing, authorise the Supplier to apply to the Goods or their packaging in accordance with the Contract.

Trading Terms: the particular trading terms agreed between Southgate and the Supplier, if any, which shall apply to all Orders Southgate makes with the Supplier, as amended by agreement between the Supplier and Southgate from time to time.

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written excludes fax but not email.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing (including any terms or conditions which the Supplier purports to apply under any written acceptance of Order or other document).

2.2 The Order constitutes an offer by Southgate to purchase the Goods and/or Services in accordance with these Conditions.

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

(a) the Supplier issuing a written acceptance of the Order; and

(b) the Supplier doing any act consistent with fulfilling the Order,

at which point and on which date the Contract shall come into existence.

2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

2.5 To the extent there is any conflict or ambiguity between the terms of:

(a) the Trading Terms (if any); and

(b) the Order (containing the Special Conditions, if any); and

(d) the Mandatory Policies, a term contained in a document higher in the list in this clause 2.5 above shall have priority over one contained in a document lower in the list.

2.6 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

3. SUPPLY OF GOODS

3.1 The Supplier shall ensure that the Goods shall:

(a) correspond with their description and any applicable Goods Specification;

(b) 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 Southgate expressly or by implication, and in this respect Southgate relies on the Supplier’s skill and judgement;

(i) if required by Southgate, undergo appropriate product testing and certification at a product testing organisation approved in advance by Southgate in writing

and the Supplier shall provide to Southgate such product testing and certification documentation;

(ii) be free from defects in design, material and workmanship and remain so for twelve months after delivery; and

(iii) be accompanied by a product specification sheet and manual written and supplied in English.

(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

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

3.3 Southgate may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

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

3.5 Southgate may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4. DELIVERY

4.1 The Supplier shall ensure that:

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

(b) 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, the outstanding balance of Goods remaining to be delivered; and

(c) if the Supplier requires Southgate to return any packaging material 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:

(a) on the Delivery Date;

(b) at the Delivery Location; and

and time is of the essence in relation to the Delivery Date. 4.3 Unless an Incoterm is specified in the Order which contradicts this clause 4.3, delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

4.4 In the event that the parties have agreed for FOB Incoterm to apply to an Order, the Supplier shall, at least five Business Days prior to the Delivery Date, telex release all shipping documents and other relevant information to Southgate.

4.5 The Supplier acknowledges and agrees that any demurrage costs charged to Southgate as a result of the Supplier’s failure to adhere to clause 4.4 above may result in Southgate charging such demurrage costs back to the Supplier.

4.6 If the Supplier:

(a) delivers less than 95% of the quantity of Goods ordered, Southgate may reject the Goods, and/or Southgate reserves the right to impose a Missing Goods Surcharge on each missing unit up to 95% of the Quantity of Goods ordered. The Missing Goods Surcharge shall be charged to the Supplier either by way of an adjustment to the invoice for the Goods or any subsequent invoice for Goods, or separately invoiced by Southgate; or

(b) delivers more than 105% of the quantity of Goods ordered, Southgate may at its discretion reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier’s risk and expense. If Southgate accepts the Goods or the excess Goods, it shall not be liable to pay the Supplier for the excess Goods,

and any rejected Goods shall be returnable at the Supplier’s risk and expense.

4.7 The Supplier shall not deliver the Goods in instalments without Southgate’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle Southgate to the remedies set out in clause 6.

4.8 Unless otherwise specified in the Order, title and risk in the Goods shall pass to Southgate on completion of delivery.

5. SUPPLY OF SERVICES

5.1 The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to Southgate in accordance with the terms of the Contract.

5.2 The Supplier shall meet any performance dates for the Services specified in the Order or that Southgate notifies to the Supplier and time is of the essence in relation to any of those performance dates.

5.3 In providing the Services, the Supplier shall:

(a) co-operate with Southgate in all matters relating to the Services, and comply with all instructions of Southgate;

(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;

(d) ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that Southgate expressly or impliedly makes known to the Supplier;

(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;

(f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Southgate, will be free from defects in workmanship, installation and design;

(g) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

(h) to the extent that any Services are provided at Southgate’s premises or the premises of any of Southgate’s customers, observe all health and safety rules and regulations and any other security requirements that apply at any such premises;

(i) hold all Southgate Materials in safe custody at its own risk, maintain the Southgate Materials in good condition until returned to Southgate, and not dispose of or use the Southgate Materials other than in accordance with Southgate’s written instructions or authorisation;

(j) not do or omit to do anything which may cause Southgate to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Southgate may rely or act on the Services; and

(k) comply with any additional obligations as set out in the Service Specification.

6. NON-DEALING WITH CUSTOMERS

6.1 In order to protect the legitimate business interests of Southgate, the Supplier covenants with Southgate that it shall not be involved with the provision of goods or services to any Restricted Customer. 6.2 The Supplier shall be bound by the covenant set out in clause 6.1 during the term of this agreement, and for a period of twelve months after termination or expiry of the Contract.

7. NON-POACHING OF CUSTOMERS

7.1 In order to protect the legitimate business interests of Southgate, the Supplier covenants with Southgate that it shall not (except with the prior written consent of Southgate) solicit or entice away (or attempt to solicit or entice away) from Southgate the business or custom of any Restricted Customer. 7.2 The Supplier shall be bound by the covenant set out in clause 7.1 during the term of this agreement, and for a period of twelve months after termination or expiry of the Contract.

8. NON-COMPETE

8.1 In order to protect the legitimate business interests of Southgate, the Supplier covenants with Southgate that it shall not:

(a) carry on; or

(b) be engaged, concerned or interested in; or

any business concern which is (or intends to be) in competition with the business of Southgate. 8.2 The Supplier shall be bound by the covenant set out in clause 8.1 for the duration of the Contract, and for a period of twelve months after termination or expiry of the Contract.

9. NON-CIRCUMVENTION

9.1 The Supplier undertakes that, other than in concert with Southgate or with Southgate’s express prior written approval, it shall not, directly or indirectly:

(a) itself pursue any Restricted Customer;

(b) induce, solicit, procure or otherwise encourage any third party to pursue any Restricted Customer; or

9.2 The Supplier shall procure that its officers, employees, agents, advisers and other representatives comply with clause 9.1 as if they were the Supplier.

10. AUDIT

Southgate (or its professional advisers) may during Business Hours and upon providing the Supplier with reasonable prior written notice enter and inspect the Supplier’s premises and inspect, audit and take copies of relevant records, and other documents as necessary in order to:

(a) verify the Supplier’s compliance with its statutory obligations;

(b) carry out checks on the quality of the Goods or the processes or materials or components used in the production of the Goods;

(c) verify that all obligations of the Supplier are being performed in accordance with the terms and conditions of the Contract;

(d) verify the accuracy of the Supplier’s responses to the Self-assessment Questionnaires; and

(e) verify the Supplier’s adherence to:

(i) all minimum wage and working conditions obligations in respect of its employees and workers;

(ii) all relevant health and safety requirements, duties and obligations; and

(iii) all relevant environmental requirements, duties and obligations.

11. SOUTHGATE REMEDIES

11.1 If the Supplier fails to deliver the Goods on the Delivery Date or to perform the Services by the applicable date, Southgate shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights or remedies:

(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(b) to refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;

(d) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered; and

(e) to claim damages for any additional costs, loss or expenses incurred by Southgate which are in any way attributable to the Supplier’s failure to meet such dates. 11.2 If the Goods do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, Southgate may exercise any one or more of the following rights and remedies:

(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;

(c) 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) within ten Business Days of Southgate rejecting the Goods; (d) if the Supplier does not comply with the timeframes in clause 11.2(c), and unless otherwise agreed between the parties, to dispose of the rejected Goods and charge the Supplier for the cost of such disposal;

(e) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

(f) to recover from the Supplier any costs incurred by Southgate in obtaining substitute goods from a third party; and

(g) to claim damages for any other costs, loss or expenses incurred by Southgate which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract. 11.3 If the Supplier has supplied Services that do not comply with the requirements of clause 5.3(d) then, without limiting or affecting other rights or remedies available to it, Southgate shall have one or more of the following rights and remedies:

(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(b) to return the Deliverables to the Supplier at the Supplier’s own risk and expense;

(c) to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);

(d) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;

(e) to recover from the Supplier any expenditure incurred by Southgate in obtaining substitute services or deliverables from a third party; and

(f) to claim damages for any additional costs, loss or expenses incurred by Southgate arising from the Supplier’s failure to comply with clause 5.3(d).

11.4 These Conditions shall extend to any substituted or remedial Services or any repaired or replacement Goods supplied by the Supplier.

11.5 Southgate’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

12. SOUTHGATE OBLIGATIONS

Southgate shall:

(a) to the extent that any Services are to be performed at Southgate’s premises or the premises of any of Southgate’s customers, provide or procure the provision to the Supplier of reasonable access at reasonable times to such premises for the purpose of providing the Services; and

(b) provide such necessary information for the provision of the Services as the Supplier may reasonably request.

13. PRICE AND PAYMENT

13.1 The price of the Goods:

(a) shall be the price and currency set out in the Order; and

(b) includes the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing with Southgate.

13.2 The charges for the Services shall be set out in the Order and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Southgate, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

13.3 To the extent that the Services are charged on a time spent and materials basis, the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Southgate to inspect such records at all reasonable times on request.

13.4 In respect of the Goods, unless otherwise specified in the Trading Terms, the Supplier shall invoice Southgate for the price of the Goods on or at any time after completion of delivery. In respect of Services, unless otherwise specified in the Trading Terms, the Supplier shall invoice Southgate for the Services provided on completion of the Services. Each invoice shall include such supporting information required by Southgate to verify the accuracy of the invoice, including the relevant purchase order number. The Supplier shall apply any relevant rebate (plus VAT) contained in the Trading Terms to each invoice it raises for Southgate.

13.5 In consideration of the supply of Goods and/or Services by the Supplier, Southgate shall pay correctly rendered invoices on or before ninety days of receipt of the invoice, unless other payment terms have been agreed with the Supplier in the Trading Terms. Payment shall be made to the bank account nominated in writing by the Supplier.

13.6 All amounts payable by Southgate 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 Southgate, Southgate shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services or both, as applicable, at the same time as payment is due for the supply of the Goods or Services.

13.7 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 2% a year above the Bank of England’s base rate from time to time. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

13.8 Southgate may at any time, without notice to the Supplier, set off any liability of the Supplier to Southgate against any liability of Southgate to the Supplier, whether either liability is

present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, Southgate may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Southgate of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

14. SOUTHGATE MATERIALS

The Supplier acknowledges that all materials, equipment and tools, drawings, specifications, and data supplied by Southgate to the Supplier (Southgate Materials) and all rights in Southgate Materials are and shall remain the exclusive property of Southgate. The Supplier shall keep Southgate Materials in safe custody at its own risk, maintain them in good condition until returned to Southgate and not dispose or use the same other than in accordance with Southgate’s written instructions or authorisation.

15. INTELLECTUAL PROPERTY

15.1 The Supplier acknowledges that Southgate IPRs are and remain the exclusive property of Southgate or, where applicable, the third party licensor from whom Southgate derives the right to use them.

15.2 The Supplier acknowledges that all IPRs used for the provision of the Services and/or manufacture of the Goods that originate from Southgate shall remain the exclusive property of Southgate or, where applicable, the third party licensor from whom Southgate derives the right to use them.

15.3 The Supplier shall not represent that it has any title in or right of ownership to any of Southgate IPRs or do or suffer to be done any act or thing which may in any way impair the rights of Southgate IPRs or bring into question their validity.

15.4 Southgate grants to the Supplier a non-exclusive, non-transferable, non-sublicensable, royalty-free licence to use Southgate’s IPRs solely for the purpose of performing its obligations under the Contract and for the duration of the Contract. The Supplier’s use of Southgate IPRs is limited to applying them to the Goods and/or manufacturing the Goods and/or delivering the Deliverables in the form and manner specified by Southgate from time to time, and not otherwise.

15.5 All Background IPRs are and shall remain the exclusive property of the Supplier (or, where applicable, the third party from whom its right to use the Background IPRs has derived). The Supplier grants to Southgate a non-exclusive, transferable, sublicensable, royalty-free, perpetual, worldwide licence to use the Background IPRs to such extent as is necessary to enable Southgate to use, modify and re-sell the Goods and/or the Deliverables.

15.6 Under the Contract, with regard to Foreground IPRs:

(a) the Supplier assigns and shall procure the assignment of any Foreground IPRs that arise in any Goods or Deliverables to Southgate, with full title guarantee and free

from third party rights. Southgate licenses the Supplier to use those Foreground IPRs, free of charge and on a non-exclusive, worldwide basis solely for the purpose of performing its obligations under the Contract. The Supplier’s use of Foreground IPRs is limited to applying them to the Goods and/or manufacturing the Goods and/or delivering the Deliverables in the form and manner specified by Southgate from time to time, and not otherwise. If the Contract is terminated, this licence will automatically terminate; and

(b) the Supplier shall own all other Foreground IPRs that arise or are obtained or developed in connection with the manufacture of the Goods and/or the provision of the Services. The Supplier licenses Southgate to use those Foreground IPRs, free of charge and on an exclusive, perpetual, worldwide basis to such extent as is necessary to enable Southgate to use, modify and re-sell the Goods and/or the Deliverables.

15.7 To the extent that the Supplier subcontracts the manufacture of the Goods and/or the performance of the Services, it shall procure that all Foreground IPRs that arise from the work of its subcontractor shall be assigned to the Supplier absolutely. The provisions of clause 15.6(a) shall apply to any Foreground IPRs in the Goods and/or Deliverables assigned to the Supplier under this clause 15.7.

15.8 The Supplier shall obtain irrevocable written waivers of all moral rights in any works which are the subject of the Foreground IPRs to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

15.9 Each party shall, at its own cost, promptly do or procure the doing of all such acts and things and execute or procure the execution of all such documents may from time to time be required to give effect to this clause.

15.10 Except as expressly provided in the Contract, no rights or obligations in respect of a party’s IPRs are granted to the other party or to be implied from the Contract.

16. BRANDING AND TRADE MARK LICENCE

If the Order and/or the Goods Specification requires the Supplier to package and/or label and/or stamp or mark the Goods with the Trade Marks, this clause 16 shall apply.

16.1 The Supplier shall label and package the Goods in accordance with the Branding Specification, and the Supplier shall not change the Branding Specification.

16.2 Southgate grants to the Supplier the non-exclusive right to use the Trade Marks for the sole purpose of application to the Goods ordered by Southgate, and their packaging, under the Contract. The Supplier acknowledges and agrees that all rights in the Trade Marks shall remain with Southgate, and that the Supplier has and will acquire no right in them by virtue of the discharge of its obligations under the Contract, except for the right to use the Trade Marks as expressly provided in the Contract.

16.3 The Supplier shall not sell or otherwise dispose of Goods or packaging bearing the Trade Marks other than to Southgate or in accordance with Southgate’s instructions.

16.4 The Supplier shall not, without Southgate’s prior written consent alter or make any additions to any packaging or other materials displaying the Trade Marks.

16.5 The Supplier shall not sub-license, assign, transfer, charge, or otherwise encumber the right to use the Trade Marks to any other party, except as otherwise expressly permitted under the Contract.

16.6 The Supplier shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation.

16.7 The Supplier shall not, at any time during or within twelve months after termination or expiry of the Contract, in connection with any business similar to that of Southgate, adopt, use, obtain, register or try to register without Southgate’s prior written consent a word or symbol or a combination of the two similar to the Trade Marks.

16.8 The Supplier shall not use the Trade Marks as part of the name under which the Supplier conducts its business, or any connected business, or under which it sells or services any products, or in any other way, except as expressly permitted under the Contract.

16.9 On termination or expiry of the Contract for any reason, the Supplier shall immediately stop using all or any part of the Trade Marks.

16.10 The Supplier shall promptly give notice to Southgate in writing if it becomes aware of:

(a) any infringement or suspected infringement of the Trade Marks; or

(b) any claim that the promotion, sale or distribution of the Goods under the Trade Marks infringes the rights of any third party.

17. INDEMNITY

17.1 The Supplier shall indemnify Southgate against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Southgate as a result of or in connection with:

(a) any claim made against Southgate 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 or receipt, use or supply of the Services (excluding the Southgate Materials) to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;

(b) any claim made against Southgate by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, as delivered, or the Deliverables, to the extent that the defects in the Goods or

Deliverables are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and

(c) any claim made against Southgate by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services, 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. 17.2 This clause 17 shall survive termination of the Contract.

18. INSURANCE

During the term of the Contract and for a period of two years afterwards, 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, at a minimum level of cover of £1,000,000 per claim.

19. LIMITATION OF LIABILITY

19.1 References to liability in this clause 19 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

19.2 Nothing in the Contract limits any liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

(d) defective products under the Consumer Protection Act 1987; or

(e) any liability that legally cannot be limited. 19.3 Subject to clause 19.2, Southgate’s total liability to the Supplier shall not exceed the price of the Goods and/or the price paid or payable by Southgate for the Services. 19.4 Subject to clause 19.2, indirect or consequential loss are wholly excluded. 19.5 This clause 19 shall survive termination of the Contract.

20. COMPLIANCE WITH RELEVANT LAWS AND POLICIES

20.1 In performing its obligations under the Contract, the Supplier shall:

(a) comply with all applicable laws, statutes, and regulations from time to time in force; and

(b) comply with the Mandatory Policies. 20.2 Breach of clause 20.1(a) or the Mandatory Policies at Part 1 of Schedule 1 shall constitute an irremediable material breach of the Contract.

20.3 Without prejudice to Southgate’s other rights and remedies under the Contract or otherwise, if there is a breach by the Supplier of the Mandatory Policies at Part 2Part 2 of Schedule 1: :

(a) to the extent that performance or re-performance is possible, the Supplier shall promptly perform or reperform (at its own cost) the aspect of the Goods or Services or obligation which is in breach or reimburse Southgate for its costs and expenses in performing or reperforming such aspect, in accordance with the relevant Mandatory Policy; and (b) if the Supplier breaches the Mandatory Policies set out in Part 2 of Schedule 1 five times or more in any rolling six month period:

(i) the Supplier shall, on the occurrence of the fifth breach, automatically apply a credit to the price of the Order equal to 5% of the total Order value, and thereafter, on the occurrence of each and every subsequent breach within the rolling six month period, automatically apply an additional credit equal to 0.5% of the total Order value. Such credits shall be paid in accordance with clause 20.4, and

(ii) if requested by Southgate, the Supplier and Southgate shall meet on reasonable notice and in good faith to discuss the breaches of Mandatory Policies and the Supplier’s performance, and agree any action of the Supplier required to rectify existing breaches or prevent further breaches of the Mandatory Policies; and (c) if the Supplier breaches the Mandatory Policies in Part 2 of Schedule 1 six or more times in any rolling six month period this shall be a repeated breach enabling Southgate the right to terminate the Contract in accordance with clause 20.8(b). 20.4 Credits due under clause 20.3(b)(i) shall be credited against the next invoice or invoices or, if no invoice is due, it shall be a debt due by the Supplier to Southgate and payable within thirty days.

20.5 The level of credits payable by the Supplier under the Contract shall not exceed in the aggregate 15% of the total Order value. 20.6 The Supplier agrees that credits in accordance with clause 20.3(b)(i) are not onerous or a penalty and are not a liquidated damages payment and are a genuine prima facie pre-estimate of loss likely to be suffered by Southgate arising from the failure to comply with the Mandatory Policies at Part 2 of Schedule 1. Nothing will prevent Southgate claiming damages instead of the credits or exercising any other right or remedy. Termination

20.7 Southgate may terminate the Contract in whole or in part at any time before delivery of the Goods and/or Services with immediate effect by giving the Supplier written notice, whereupon

the Supplier shall discontinue all work on the Contract. Southgate shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods and/or Services at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

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

(a) the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within five days of the Supplier being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

(c) the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d) the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

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

(f) the Supplier’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or

(g) there is a change of control of the Supplier.

20.9 On termination of the Contract, the Supplier shall immediately return all Southgate Materials. If the Supplier fails to do so, then Southgate may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

20.10 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

20.11 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

21. CONFIDENTIALITY

21.1 Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 21.2.

21.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 21; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

21.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

22. FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for two weeks, the party not affected may terminate the Contract by giving five days’ written notice to the affected party.

23. GENERAL

23.1 Arbitration

(a) Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause 23.1.

(b) The number of arbitrators shall be three.

(d) The language to be used in the arbitral proceedings shall be English.

(e) The governing law of the contract shall be the substantive law of England and Wales.

23.2 Assignment and other dealings

(a) Southgate may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

(b) The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Southgate.

23.3 Subcontracting.

The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of Southgate. If Southgate consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

23.4 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties in respect of the Order.

(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

23.5 Variation.

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Southgate.

23.6 Waiver.

(a) Except as set out in clause 2.6, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

23.7 Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 23.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23.8 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and in English (or accompanied by an accurate translation into English) and shall be:

(i) delivered by hand or pre-paid airmail or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the following addresses (or an address substituted in writing by the party to be served):

Supplier: any email address used by Supplier personnel relating to the supply of the Goods and/or Services. Southgate: legal@southgateglobal.com

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid airmail providing proof of delivery, at 9.00am GMT/BST on the fifth Business Day after posting;

(iii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am GMT/BST on the second Business Day after posting; or

(iv) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23.9 Third party rights.

(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

23.10 Governing law.

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed

SCHEDULE 1- SOUTHGATE’S MANDATORY POLICIES

The Mandatory Policies are:

Part 1

· Ethical Trade and Human Rights Policy.

· Environmental Policy.

· Anti-Bribery and Anti-Corruption Policy.

· Health and Safety Policy

Part 2

· Delivery, Packaging and Labelling Policy

· Branding Specifications