01A General ClauseGeneral UK Governing Law and Jurisdiction:

This agreement shall be governed by and construed in accordance with the Law of England and the parties hereby submit to the exclusive jurisdiction of the courts.

02A General ClauseThe sales invoice shall be produced by the Supplier:

To JPR Engineering in accordance with the terms set out in the Purchase Order. All Suppliers invoices will be for the total of the goods outlined on the order and will not be for part deliveries, unless an agreement is in place for scheduled deliveries of goods or work. JPR Engineering shall not be responsible for any expenses, charges or price other than those set out in the Purchase Order.

03A General ClauseVariations to these Terms:

No changes or variations to these Terms and Conditions shall be effective unless agreed in writing between the parties. The price, any taxes and expenses for the goods and/or services shall be as specified in the Purchase Order.

04A General ClauseSources in addition to those specified:

If JPR Engineering agrees that the Supplier is to provide goods and/or services or resources in addition to those specified in a Purchase Order, then such agreement will be reflected in a further Purchase Order, which will be deemed incorporated into this Agreement.

05A General ClauseWarranty:

The Supplier warrants and guarantees that all goods and materials supplied under this Agreement shall be free from any defects, patent or latent, in material and workmanship, conform to applicable specifications and drawings and to the extent that detailed designs were not provided to them, will be free from design defects and in every aspect suitable for the purposes intended by JPR Engineering, as to which the Supplier hereby acknowledges that it has had due notice. The approval by JPR Engineering of any designs provided by the Supplier shall not relieve the Supplier of its obligations under any provision contained in this Clause.

06A General Clause Where JPR Engineering cancels:

The whole or part of the contract in accordance with Clause all sums payable by JPR Engineering in relation to the whole or part of the contract cancelled shall cease to become payable; all sums paid by JPR Engineering in relation to the whole or part of the contract cancelled shall be repaid by the Supplier immediately.

07A General Clause The Suppliers obligations:

Under this Clause shall extend to any defect or non-conformity arising or manifesting itself within 12 months from delivery. Where there is a breach of the warranty contained in this Clause by JPR Engineering, JPR Engineering without thereby waiving any rights or remedies there wise, provided by law and/or elsewhere in this Agreement, may require the Supplier to repair or replace the defective goods at the Suppliers risk and expense or repay the price or part of the price relating to the defect to JPR Engineering.

08A General Clause Items repaired or replaced:

Shall be subject to these Terms and Conditions in the same manner as those originally delivered under this Agreement. If the Supplier refuses or fails promptly to repair or replace items when requested under this provision, JPR Engineering may itself, or through an agent or sub-contractor, or otherwise, repair or replace any item itself and the Supplier agrees to reimburse JPR Engineering for any costs or expenses incurred.

09A General Clause Delivery of goods:

Shall be made to such location as JPR Engineering shall direct under the details supplied with this order, agreed between the parties for such delivery shall be of the essence of the Agreement and JPR Engineering shall be entitled to cancel, without notice, the whole or any part of this Agreement if this Clause is not complied with by the Supplier.

10A General Clause JPR Engineering shall be entitled to recover damages:

From the Supplier for any loss caused as a result of the Suppliers failure to deliver the goods and/or as a result of the cancellation of the whole or part of the contract.

11A General Clause Title of Goods Supplied To JPR Engineering:

The Supplier warrants that it has good title to the goods and that it will transfer such title as it may have in the goods to JPR Engineering, title in the goods will pass JPR Engineering when the goods are unconditionally appropriated (by either party or by or with the consent of either party) to this Agreement, or on delivery to JPR Engineering, whichever happens first.

11A General Clause Title of all Goods Supplied by JPR Engineering:

Shall remain vested in {the Seller} and no goods shall pass to {the Buyer} until all monies have been paid against any outstanding balances and paid in full and received by {the Seller}.

{the Seller} shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of {the Goods};

{the Seller} and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which {the Goods} or any part are stored, or upon which {the Seller} reasonably believes them to be kept;

{the Buyer} shall store or mark {the Goods} in a manner reasonably satisfactory to {the Seller} indicating that title to {the Goods} remains vested in {the Seller}; and {the Buyer} shall insure {the Goods} to their full replacement value, and arrange for {the Seller} to be noted on the policy of insurance as the loss payee. Irrespective of whether title to {the Goods} remains vested in {the Seller}, risk in {the Goods} shall pass to {the Buyer} upon delivery.

12A General ClauseRisk:

The goods will be and shall remain at the Suppliers risk until such time as they are delivered to JPR Engineering (or at his direction), and are found to be in accordance with the requirements of this Agreement. It shall be the duty of the Supplier at all times to maintain a contract of insurance over the goods and on request from JPR Engineering, to assign to JPR Engineering the benefits of such insurance.

13A General Clause Inspection Of Goods:

JPR Engineering shall inspect the goods upon delivery. Where goods are damaged JPR Engineering shall notify the Supplier. JPR Engineering may reject the damaged goods and the following provisions shall apply:

14A General ClauseCollect the damaged goods from JPR Engineering:

The Supplier shall collect the damaged goods from JPR Engineering at the Suppliers expense during the period between delivery of the goods to the collection by the Supplier, the Buyer shall not be liable for any loss or further damage caused to the damaged goods.

15A General ClauseProgress reports:

The Supplier shall provide JPR Engineering with such progress reports, evidence or other information concerning the services may be requested by JPR Engineering from time to time.

Sums payable by the Buyer:

All sums payable by the JPR Engineering in relation to the damaged goods shall cease to become payable, all sums paid by the JPR Engineering in relation to the damaged goods shall be repaid by the Supplier immediately and JPR Engineering shall be entitled to claim damages from the Supplier for any losses caused to JPR Engineering as a result of the goods being damaged.

16A General Clause Shortages in the order:

Where there are shortages in the order JPR Engineering shall notify the Supplier and the following provisions shall apply: All sums payable by the JPR Engineering in relation to the missing goods shall cease to become payable; all sums paid by JPR Engineering in relation to the missing goods shall be repaid by the Supplier immediately.

17A General ClauseDamaged goods or supply goods which are missing:

JPR Engineering if so requests, the Supplier shall immediately replace damaged goods or supply goods which are missing at the Suppliers expense or JPR Engineering shall be entitled to cancel, without notice, the whole or any unexecuted part of the order.

18A General Clause Where there is an excess of goods in relation to the order:

JPR Engineering may reject the excess goods by notice in writing to the Supplier and the following provisions shall apply: The Supplier shall collect the excess goods from JPR Engineering at the Suppliers expense.

19A General ClauseBuyers signature on goods received:

Is evidence of the number of packages received only and not evidence of the correct quantity of goods received or that the goods are in a good condition or of the correct quality.

20A General ClauseInsurance policies:

The Supplier shall be responsible for maintaining such insurance policies in connection with the provision of the services as may be appropriate or as JPR Engineering may require from time to time.

21A General ClauseIntellectual property rights:

All Intellectual property rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of JPR Engineering and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in JPR Engineering by the execution of appropriate instruments or the making of agreements with third parties.

22A General Clause Intellectual property rights:

All Intellectual property rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of JPR Engineering and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in JPR Engineering by the execution of appropriate instruments or the making of agreements with third parties.

23A General Clause Force Majeure:

JPR Engineering shall not be liable for any delay or failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances beyond its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood or industrial disputes and JPR Engineering shall be entitled to a reasonable extension of its obligations.

24A General Clause Assign its rights or obligations:

The Supplier shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of JPR Engineering.

25A General Clauseequality and severability:

If any provision of the Contract is held invalid, illegal or unenforceable, for any reason by any court of competent jurisdiction, such provision shall be severed from the Contract and the remaining provisions shall continue in full force and effect as if the Contract had been executed without the invalid, illegal, or unenforceable provision.

26A General ClauseWaiver:

No failure by JPR Engineering the Buyer to enforce any of these Terms and Conditions shall constitute a waiver of its rights.

01B General Clause & Sub ContractorsLiabilities status:

It is expressly understood that neither the Sub Contractor nor the Sub Contractor Personnel have the authority to act as agent for JPR Engineering or to contract on JPR Engineering behalf.

02B Sub Contractors General ClauseNotices:

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Purchase Order or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

03B Sub Contractors & General Clause Responsible for paying the Sub Contractor Personnel:

The Sub Contractor shall be responsible for paying the Sub Contractors Personnel and for making any deductions required by law in respect of income tax and National Insurance contributions or similar contributions relating to the provision of the services. The Sub Contractor agrees to indemnify JPR Engineering Services Ltd in respect of any claims that may be made by the relevant authorities against JPR Engineering Services Ltd in respect of tax demands or National Insurance or similar contributions relating to the provision of the services by the Sub Contractor. The Subcontractors Personnel shall at no time be deemed to be employed or otherwise engaged JPR Engineering Services Ltd.

04B Sub Contractors & General ClauseTermination:

JPR Engineering Services Ltd may terminate this Agreement with immediate effect by providing written notice to the Sub Contractor if the Sub Contractor or the Sub Contractor Personnel commit persistent breach of this Agreement; the Sub Contractor fails to or refuses after written warning to procure that the Sub Contractor provide the services properly required of them in accordance with this Agreement; If Sub Contractor passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; the Sub Contractor ceases to carry on its business or substantially the whole of its business; or The Sub Contractor is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

05B Sub Contractors & General ClauseSub Contractors agreement to provide goods and/or services, tools and equipment:

The Sub Contractor shall provide the goods and/or the services, tools and equipment constructed, finished and test so as to be safe and without risk, and will be of satisfactory quality and fit for any purpose the installation will correspond in every respect with any relevant specification, sample, drawing and/or description which form part of the Contract that you have submitted your tender for

06B Sub Contractors & General ClausePoaching of Customer agreement:

Throughout the working Period and for a period of 6 months afterwards the Sub Contractor will not and will procure that the Sub Contractors Personnel will not provide services similar or related services in any capacity either directly or indirectly to: the Client (or to any of the Clients subsidiary or associate companies in respect of which it provided services during the assignment period); Any customer of the Client or any of the customers subsidiary or associate companies in respect of which it provided services during the assignment period; other than with the written consent of  JPR Engineering Services Ltd. The Sub Contractor shall also not discourage the Client from dealing with JPR Engineering Services Ltd. The Sub Contractor hereby indemnifies the Company for all financial loss it suffers arising from any breach by the Sub Contractor of this clause.

07B Sub Contractors & General ClauseThe Sub Contractor:

Shall procure that he will take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Sub Contractor agrees to indemnify and keep indemnified the Buyer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to any third party by the Sub Contractors Personnel. The Sub Contractors Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice.

08B Sub Contractors & General ClauseThe Sub Contractor:

Shall procure that he will take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Sub Contractor agrees to indemnify and keep indemnified the Buyer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to any third party by the Sub Contractors Personnel. The Sub Contractors Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice.

09A General Clause Delivery of goods:

Sub Contractors acceptance of JPR Engineering Services Ltd Conditions of Contracts or purchase order shall be deemed to have accepted all the terms and conditions of the Contract to the exclusion of any other terms or conditions contained in any quotation, tender, acknowledgement, acceptance of order, delivery note, or any other document of the Contractor 48 hours after issue of the Purchase Order or delivery of the Goods and/or performance of the Services, whichever is sooner, unless agreed otherwise in writing by the Purchaser.

09B Sub ContractorsSub Contractors warrants:

That the services will be performed by appropriately qualified, trained and experienced personnel, with due care, skill and diligence, to such a high standard of quality as it is reasonable for the Purchaser to expect in all the circumstances, and in accordance with all relevant standards and statutory requirements and regulations relating to the provision of the services. The Contractor warrants to the Purchaser that the goods and any equipment or systems forming part of or used in the provision of the goods and/or services or on which they may be reliant shall be capable of supporting the design.

10B Sub Contractors & General ClauseThe Contractor shall be responsible for:

Maintaining specialist tools in good condition and except in respect of fair wear and tear shall immediately replace at its own cost any such items which are lost, damaged or destroyed. In addition the Contractor shall be responsible for adequate insurance for full replacement value of all specialist tooling against loss damage or destruction.

10B Sub Contractors & General ClauseThe Sub Contractor shall be responsible for maintaining specialist tools in good condition:

That are supplied free issue and accept for wear and tear shall immediately replace at its own cost any such items, which are lost, damaged or destroyed. In addition the Sub Contractor shall be responsible for adequate insurance for full replacement value of all specialist tooling against loss damage or destruction.

11B Sub Contractors & General ClauseSub Contractors termination of Contract:

JPR Engineering Services Ltd. may by notice in writing to the Contractor terminate the Contract immediately if the Contractor fails at any time to perform the Contract with due diligence and expedition or if the Contractor breaches the Contract in any other way or if the Contractor becomes bankrupt or insolvent or has a receiving order made against it.

12B Sub Contractors & General Clause Variations to Contract Sub Contractors:

The Contract may only be varied or amended with the written agreement of the parties unless otherwise stated in the Purchase Order, the price of the goods and/or services shall be fixed for the duration of the Contract and no variation in the price nor extra charges can be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of JPR Engineering Services Ltd.

13B Sub Contractors & General Clause Dispute resolution:

JPR Engineering Services Ltd. and the Sub Contractor shall use their best efforts to negotiate in good faith and settle any dispute or difference that may arise out of or relate to the Contract before resorting to litigation. The Contractor shall continue to provide the goods and/or services in accordance with the Contract and without delay or disruption while a dispute or disagreement is being resolved.

14B Sub Contractors & General ClauseRight to withhold/recover payment:

Any payment made by the JPR Engineering Services Ltd under the Contract including the final payments under the Contract shall not prevent the JPR Engineering Services Ltd from recovering any amount over paid or wrongfully paid however such payment may have arisen including but not limited to those paid to the Sub Contractor by mistake.  JPR Engineering Services Ltd shall be entitled to withhold such amount from any sums due or which may become due to the Sub Contractor.

15B Sub Contractors & General ClauseConfidentiality:

The Contractor undertakes to maintain in strictest confidence and not to disclose to any third party without the prior written consent of the Purchaser any trade or business secret or other information by its nature or expressed to be confidential supplied by the Purchaser to the Contractor. The provisions of this will survive any termination of the Contract for a period of five years from termination.

16B Sub Contractors General Clause Relationship of Parties:

Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in this Agreement shall be deemed to construe either of the parties as the agent of the other.

17B Sub Contractors General Clause TUPE Agreements:

The provision of the service shall be provided in a manner so that no one employee will spend more than 50% of their time on the Contract and accordingly the Parties agree that the Transfer of Undertakings (Protection of Employment) Regulations 2006 shall not apply on termination of the Contract

18B Completion Test General ClauseCompletion tests shall be made upon completion of the Contract:

When all tests to be carried out by the Sub Contractor have been passed to the entire satisfaction of JPR Engineering Services Ltd shall accept the Contract. In the event of the service or any part of it failing to meet the tests specified or the applicable trading standards the JPR Engineering Services Ltd may require the following:

A1: Require rectification at the Suppliers expense.

A2: Accept the service, conditional upon the Supplier accepting a reduction in the Contract price, acceptable to JPR Engineering Services Ltd.

A3: Reject the service and recover from the Supplier all costs incurred directly or indirectly as a result of the Suppliers failure to complete the service to JPR Engineering Services Ltd entire satisfaction.

19B Prevention Of CorruptionPrevention of corruption: