Supplier Terms and Conditions

1. Purpose

These terms and conditions govern all purchases of goods and services (collectively referred to as Products) made under separate agreements (Agreement) between Ooni Limited (or one of its subsidiaries) (us) and the seller/supplier of the Products (Supplier).

Unless otherwise agreed, we do not guarantee to purchase a certain volume and this Agreement is non-exclusive.

2. Order confirmation

The Supplier must forward a written order confirmation to us. The purchase is considered binding when we have received the Supplier's order confirmation. The order confirmation shall contain information about quantity, price/fee, time and place of delivery, name of ordering person and item number and any other information which is necessary to clearly identify the relevant Products.

The price/fee stated in the order confirmation shall be fixed unless otherwise expressly stated in the order confirmation. Any additional costs payable by us shall be expressly set out in the order confirmation.

We may withdraw or amend our order at no cost at any point before the order confirmation has been received by us.

3. Payment and invoicing

The Supplier will invoice us following the acceptance of each delivery. Where the price is agreed to be on a time and material basis, the Supplier shall invoice us monthly in arrears for its charges and costs and expenses for the month concerned.

Terms of payment are 30 days from the end of the month in which a valid invoice is received, provided the invoice received contains the same information as the order confirmation (see clause 2 above).

Where the price is agreed to be on a time and material basis, time sheets recording time spent, together with a narrative of the particular task undertaken, shall be used to calculate the charges and provided to us on request. The Supplier shall ensure that all materials, costs, travelling and other expenses and disbursements reasonably and properly incurred by the Supplier's personnel shall be pre-approved by us in writing prior to being incurred. The Supplier acknowledges that it will be unable to recover costs and expenses not pre-approved and agreed in writing by us, or which are not evidenced by receipts.

If there is a dispute about an item in an invoice, we may withhold the disputed amount until the dispute has been finally resolved.

4. Delivery

The Products shall be delivered on a DAP (place to be notified by us) basis (Incoterms 2020) or as otherwise stated in the order confirmation and at the time and place stated in the order confirmation. Each delivery shall include a delivery note with a description of the Products, item number, quantity and the name of the ordering person. Time is of the essence. The Supplier is not entitled to deliver the Products before the delivery time stated in the order confirmation or to make partial deliveries.

5. Risk of loss and title

Risk of loss, damage or destruction to the Products shall be borne by the Supplier until delivery of the Products has been completed in accordance with this Agreement.

Ownership of the Products will pass to us at the earlier of (i) delivery or (ii) payment for the relevant Products.

All Products produced by Supplier under this Agreement are our property and must not be used by Supplier on its or any third party's behalf without our written consent.

6. Packaging and Labelling

The Supplier shall, at no extra cost to us, provide customary and environmentally friendly packaging of the Products to effectively prevent damage to the Products before, during and after transportation. The Supplier will also make sure the Products are marked and labelled in accordance with all laws, regulations and instructions given by us.

7. Delays

A delay shall be deemed to occur when we have not fully accepted delivery whether due to non-delivery, defects to the Products or partial delivery at the agreed delivery date. If the Supplier has reason to believe a delay in delivery of the Products will occur, the Supplier shall immediately notify us, stating the reason for and expected duration of the delay.

If the Supplier's delivery of the Products is delayed, we may, at no cost to us and without prejudice to our other rights under this Agreement and under applicable law: (i) cancel the relevant delivery; (ii) at the Supplier's expense, purchase replacement goods from a third party supplier on commercially reasonable terms; (iii) charge the Supplier for costs arising directly as a result of the delayed delivery; or (iii) terminate this Agreement.

8. Warranties and defects

1. The Supplier warrants that: (i) the Products are and will be merchantable and without any defects in design, construction, functionality and materials as compared to the requirements and specifications set out in this Agreement or in any other way made known to the Supplier; (ii) the performance and fitness for the purpose of the Products will be in accordance with the requirements and specifications set out in the order confirmation, delivery agreement and other drawings or descriptions provided by us, as well as applicable national and international laws and regulations; (iii) the Supplier's undertakings will be performed with reasonable skill and care and in a proper, lawful, efficient and business-like manner and in accordance with best industry practice; and (iv) the Supplier will, in performance of this Agreement, allocate sufficient resources and personnel who will be suitably skilled, experienced and qualified and shall use its best endeavours not to make any significant changes in key personnel.
2. This warranty shall not be affected by any inspection, acceptance, delivery of the Products or payment for the Products by us.
3. The Supplier warrants that the Products are delivered free from any liens, encumbrances or any other third party rights and that the intended use of the Products does not infringe any rights of any third party.

The Supplier's liability under clause 8(a)–(c) is limited: (i) to a period of 18 months after delivery, or (ii) to a period of 12 months from the date that we first took the Products into use, whichever is the shorter.

The Supplier further represents and warrants that the Products and our intended use of the Products does not infringe any intellectual property rights of any third party. The Supplier shall indemnify and hold us harmless from and against any and all suits, actions, legal proceedings, losses, claims, damages and expenses (including attorney's fees and expenses) arising out of the supply of Products which infringe any intellectual property rights of a third party.

9. Intellectual property

The Supplier shall assign to us (and will ensure that any other person who has any such rights assigns to us (or, in the case of moral rights, waives)) without any cost to us all intellectual property rights in or relating to any Products developed solely or principally for us or arising from any services supplied to us.

In all other cases, the Supplier grant us a non-exclusive, worldwide, perpetual, royalty-free licence to use any such intellectual property rights which subsist in or relate to the Products, or arise from the services, which the Supplier has supplied to us, without restriction, so far as necessary in the ordinary course of our business.

10. Liability

Each of the parties shall be liable for the other party's losses (including third party losses covered by the other party) due to the first party's breach of this Agreement. Neither party shall be liable to the other party for indirect damages, unless the damages are caused by gross negligence or wilful misconduct.

11. Product liability and insurance

The Supplier shall be liable for all damage to persons or objects caused by defects in the Products.

The Supplier shall at all times maintain insurance with a reputable insurance company against all insurable liability under this Agreement and in respect of the Products, including but not limited to product liability. If we suffer damages for which the Supplier may obtain compensation under the insurance, the Supplier shall use its best efforts to obtain such compensation and immediately forward it to us.

12. Quality assurance and inspection

Prior to the first delivery of a Product, the Supplier shall confirm, on our request, that the Supplier's production facilities meet the necessary quality standards. At any time, at our request, the Supplier shall provide evidence that sufficient quality assurance processes are in place at the Supplier's production facilities (and at the facilities of any sub-supplier of the Supplier).

Upon reasonable request and during normal working hours, we shall be allowed to inspect the premises of the Supplier and/or sub-supplier in order to audit the production and the quality assurance system.

13. Sub-suppliers

If the Supplier has informed us of an intention to engage a specific sub-supplier to carry out part of the Supplier's undertakings, then the Supplier may not replace that sub-supplier without our prior written approval. The Supplier will remain liable at all times to us for due and correct performance of the Agreement.

14. Certificates and regulations

The Supplier shall make available to us free of charge all relevant approvals and certificates regarding the Products including any approvals required from any applicable authorities for import/export and resale/reexport of the Products.

15. Termination

A party may by written notice terminate this Agreement with immediate effect: (i) in the event of a material breach of this Agreement by either party, provided however, if and to the extent the breach is curable, that the breaching party has not cured such breach within 30 days after having been notified in writing by the other party; or (ii) if the other party enters into liquidation, becomes insolvent or enters into a deed of arrangement for the benefit of its creditors or commits or suffers any equivalent act or thing.

16. Confidentiality

Save as required by law or regulation, each party will keep confidential this Agreement and all information of a confidential nature which is shared by the other party in the course of their dealings. This obligation shall survive termination of the Agreement.

17. References and external information

The Supplier is not authorized to make use of our name or trade marks, including as a reference for marketing purposes, without our prior written approval in each case (which approval may be withdrawn at any time at our sole discretion).

18. Favoured customer

The Supplier warrants that it will, at all times, quote/provide prices and commercial terms to us on the same or better conditions than any other comparable customer and provide us with the highest priority for service, production and deliveries.

19. Compliance with laws and Code of Conduct

The Supplier must comply with all applicable laws, codes, or regulations of the countries, states, and localities in which they operate (including the laws and regulations relating the anti-bribery, modern slavery and sanctions regimes).

In addition, the Supplier undertakes to comply with our Code of Conduct which is available on request. Prior to the first delivery, we shall have the opportunity to conduct a pre-assessment audit of the Supplier and the Supplier's facilities with a view to ensuring compliance with our Supplier Code of Conduct and all applicable laws and regulations.

The Supplier shall perform an internal audit to ensure its compliance with our Supplier Code of Conduct and applicable legal requirements at least once every 12 months.

The Supplier shall allow us and/or anyone who represents us free access to its facilities, employees and to all relevant data (including the above-mentioned audit results) at any time, whether notification has been given in advance or not.

If the Supplier's activities do not comply with our Code of Conduct or are deemed by us to have an otherwise negative impact on our reputation, we shall have the right to terminate the Agreement with immediate effect and end all other cooperation with the Supplier.

20. Gifts and gratuities

Supplier undertakes not to make any secret payment of commissions of money, substantial gifts, travels or other similar gratuities or benefits to any of our employees or such employee's family for the purpose of inducing the employee to do or omit any action or simply to look favourably on the Supplier. The Supplier acknowledges that a breach of this provision will be a material breach of the Agreement by the Supplier giving us the right to terminate this Agreement with immediate effect.

21. Assignment and transfer

The Supplier may not assign any of its rights or transfer any of its obligations in respect of this Agreement.

22. Force majeure

Neither of the parties shall be responsible for non-fulfilment of its obligations under this Agreement due to reasons of force majeure such as war, civil war, riots, terrorism, general strikes and natural disasters and other Acts of God. If a force majeure event continues for a period of more than 60 days, either party may terminate this Agreement immediately.

23. Acceptance of this Agreement

The Supplier's order confirmation, or commencement of work or delivery of Products, constitutes acceptance of this Agreement. No additional or conflicting terms shall apply unless agreed to in writing by us.

24. Governing law and jurisdiction

Scottish law shall apply to this Agreement and the Scottish courts shall have exclusive jurisdiction over any disputes that may arise.