PURCHASE ORDER TERMS AND CONDITIONS

1.1 The following terms will have the following meanings:

Agreement means together, the Purchase Order and these standard terms and conditions.

Confidential Information means the terms of this Agreement and any and all confidential information or material in any form provided by or on behalf of Dyson and/or Dyson’s group companies in connection with this Agreement (whether before, on or after the date of this Agreement).

Dyson Materials means any and all materials, data and other property of whatever nature that may be supplied by Dyson to Supplier in connection with this Agreement (together with all IPR subsisting therein).

Fees means the fees detailed in the Purchase Order.

Goods/Services means the goods and/or services detailed in the Purchase Order (and Goods and Services will be construed accordingly).

Infringement Claim means any claim that the receipt and/or the use (in accordance with the terms of the Agreement) of the Goods/Services by Dyson infringes the rights (including the Intellectual Property Rights) of any person.

IPR means all intellectual property rights of any nature existing anywhere in the world in each case for their full term and together with any revivals, renewals or extensions.

Policies means all policies that Dyson provides to Supplier in writing (including the Dyson Anti-Bribery & Corruption Policy).

Purchase Order means the Dyson purchase order, which includes the PO number, to which these terms are attached.

Unacceptable Content means any material which: (a) is in any way harmful to Dyson or its systems; (b) contains any open source (or similar) software; (c) is offensive, blasphemous, obscene, defamatory or illegal; and/or (d) violates any applicable laws.

1.2 Use of the terms include(s) or including, or similar expressions, will be read without limitation.

2.1 Supplier will supply the Goods/Services: (a) using reasonable skill and care; and (b) in compliance with: (i) the requirements of this Agreement; (ii) all applicable laws and regulations; and (iii) all Policies. The Goods/Services will be of satisfactory quality and fit for the purpose for which supplied (including any purpose held out by Supplier or made known to Supplier by Dyson).

2.2 Supplier will deliver any Goods to the agreed delivery location. Risk in the Goods will pass to Dyson on the completion of delivery and (where applicable) installation of the Goods at the delivery location. Title to any Goods will pass to Dyson on the earlier of delivery and payment of the applicable Fees. Dyson will not be deemed to have accepted any Goods/Services until it has had a reasonable opportunity (following its receipt of them) to ascertain whether they comply with the requirements of the Agreement or, in the case of a latent defect, until a reasonable time after that defect has become apparent. If any Goods/Services delivered by Supplier do not comply with the requirements of the Agreement, Dyson may reject such Goods/Services and require Supplier to repair or replace the rejected Goods or re-perform the rejected Services at Supplier’s cost within such timescale as is reasonably required by Dyson.

3.1 Supplier will invoice Dyson the Fees in accordance with the agreed payment schedule or, if there is no payment schedule, after completion of the relevant Services / delivery of the relevant Goods.

3.2 All payments by Dyson to Supplier will only be made if Dyson receives a valid invoice which must include the PO number and account for payment. Dyson will pay undisputed and properly provided invoices by the last day of the month following the month in which the invoice was received by Dyson. Before making any payment, Dyson is entitled to make deductions in respect of any disputes or claims Dyson or any Dyson group company has with Supplier. Dyson may dispute any invoice for Goods/Services related to Supplier’s invocation of section 8.3.

3.3 The Supplier will not be entitled to any other consideration for the provision of the Goods/Services.

3.4 Dyson uses SAP Ariba, an electronic transaction processing tool by SAP, to manage its supplier on-boarding process and to issue and manage purchase orders and invoices. Supplier acknowledges that Dyson intends to transact electronically with Supplier via the SAP Ariba network and Supplier agrees to co-operate with Dyson’s use of SAP Ariba. It is a condition of this Agreement that the Supplier will create an SAP Ariba account to enable the electronic transmission of Purchase Orders and invoices.

4.1 Supplier represents and warrants to Dyson, on an ongoing basis, that: (a) there is no restriction which prevents or might prevent it from fully performing its obligations pursuant to this Agreement; (b) the Goods/Services will not include or give access to any Unacceptable Content; and (c) the provision by Supplier, and the receipt and use by Dyson (in accordance with the terms of the Agreement), of the Goods/Services will not infringe the Intellectual Property Rights, or violate any other rights, of any person.

4.2 Supplier will indemnify Dyson, its group companies and any of their respective shareholders, employees, directors and officers from and against any and all claims, actions, liabilities, losses, damages, penalties, fines, costs and expenses sustained or incurred by any of them arising out of or in connection with: (a) any use by Supplier of any Confidential Information or Dyson Materials other than in accordance with the terms of this Agreement; (b) any Infringement Claim; and (c) any breach of any representation or warranty.

4.3 In respect of any Infringement Claim: (a) upon becoming aware of such claim, Dyson will promptly notify Supplier; (b) each party will (at Supplier’s sole cost and expense) provide reasonable co-operation to the other party in the defense and settlement of such claim; and (c) Supplier will, upon its written request, be given sole authority to defend or settle such claim, provided that (i) Supplier keeps Dyson informed of the progress of its defense or settlement; (ii) Supplier does not compromise or settle such claim without unconditionally releasing Dyson of all liability in respect of such claim; and (iii) Supplier shall make no implicit or explicit admission of fault by Dyson unless explicitly approved by Dyson.

4.4 Nothing will limit either party’s liability for: (a) the indemnities provided at clause ‎4.2; (b) willful misconduct or gross negligence; (c) breaches of clause ‎7; (d) death or personal injury caused by that party’s negligence; (e) fraud (including fraudulent misrepresentation); or (f) any other liability that cannot be excluded or limited by law.

4.5 Subject to clause ‎4.4, neither party will be liable, whether in contract, tort (including negligence and breach of statutory duty) or otherwise, for any indirect or consequential loss.

5.1 Either party may terminate this Agreement: (a) on provision of written notice to the other party if the other party is in material breach of this Agreement and: (i) such breach is capable of remedy but that party has failed to remedy such breach within 14 days of the date of written notice from the terminating party requiring it to do so; or (ii) such breach is incapable of remedy; or (b) if the other party becomes unable to pay its debts or becomes insolvent, or becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy, insolvency or other similar proceeding.

5.2 Dyson may terminate this Agreement at any time by giving at least 7 days’ prior written notice to Supplier. Dyson will reimburse Supplier for all reasonable, non-recoverable, direct costs incurred by Supplier in providing the Goods/Services prior to the date of termination, provided that Supplier uses reasonable efforts to minimize all such costs.

5.3 On termination or expiration of this Agreement, Supplier will promptly: (a) return or destroy (as chosen by Dyson and at no cost to Dyson) all copies of Confidential Information in its control and provide written confirmation that such return/destruction has taken place; and (b) refund such portion of the Fees as relates to the period after expiration or termination, if any, on a pro rata basis. Termination or expiration of this Agreement will not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination or expiration. Any provision of this Agreement that is intended to continue in force on or after termination or expiration will remain in full force and effect.

6.1 Supplier acknowledges and agrees that Dyson and/or its licensors are, and will at all times remain, the sole owner(s) of Dyson Materials. Dyson Materials will constitute Confidential Information.

6.2 Supplier grants to Dyson and Dyson’s group companies a non-exclusive, worldwide, irrevocable, sub-licensable, royalty-free, fully paid-up, perpetual license to use Supplier IPR in connection with their use and exploitation of: (1) the Goods; and (2) the outputs/materials arising from the Goods/Services

6.3 Dyson will be the sole owner of all IPR subsisting in any output/materials arising from the Goods/Services. Supplier assigns all rights, title and interest in such IPR to Dyson. Supplier will notify all details of any such IPR to Dyson upon its creation and the assignment in this Clause will take effect in relation to such IPR from the point of creation.

7.1 Supplier will not at any time: (a) use any Confidential Information except as strictly necessary for the purpose of this Agreement; (b) disclose to any person any Confidential Information; or (c) release or authorize any press release, media communication or publication of any sort in relation to this Agreement without the prior written consent of Dyson. This includes any use of Dyson's name or brand in any publicity or marketing materials.

7.2 Supplier will: (a) comply with all applicable laws and regulations relating to anti-bribery and anti-corruption (including the Foreign Corrupt Practices Act) and maintain adequate policies and procedures designed to ensure such compliance by itself, its personnel and its subcontractors; (b) promptly report to Dyson any offer, request or demand for any undue financial or other advantage received in connection with the Agreement; and (c) ensure that any person who is providing services or goods to Supplier in connection with the Agreement is subject to anti-bribery and anti-corruption terms equivalent to those in this clause 7.2.

8.1 The parties agree that this Agreement is entered into for the benefit of Dyson and Dyson’s group companies.

8.2 Notices must be sent in writing to the address in the Purchase Order or to such other address as a party may specify in writing. Notices may be sent by hand, by email, by registered post, or by courier (except that any notice of termination or breach may not be served by email).

8.3 Except to the extent the breach triggers any termination rights, a party will not be in breach of its obligations under this Agreement to the extent that it is prevented from performing those obligations by any circumstance beyond its control, provided always that (i) such circumstance could not reasonably have been foreseen by the affected party, and (ii) the affected party shall use all reasonable efforts to mitigate the impact of such circumstance on its ability to perform the relevant obligations. Circumstances beyond a party’s control will not include an act or failure of a party’s personnel, suppliers, or service providers, a shortage of raw materials, or price or cost fluctuation.

8.4 Dyson may assign, subcontract or transfer any or all of its rights or responsibilities under this Agreement to any Dyson group company. Supplier is not permitted to assign, subcontract or transfer to any third party its rights and/or responsibilities under this Agreement, in whole or in part, except with the prior written consent of Dyson.

8.5 If any court finds that any part of this Agreement is illegal, invalid or unenforceable, that part will be considered removed, but no other part of this Agreement will be affected.

8.6 All terms or conditions of Supplier are excluded from this Agreement and the terms of this Agreement may only be amended or varied by a written and signed agreement. This Agreement contains the whole agreement between the parties and replaces all prior arrangements relating to its subject matter. However, if there is any conflict between the terms of this Agreement and any other written and signed agreement between the parties relating to the provision of the Goods/Services then the terms of the other agreement will prevail.

8.7 Any right or remedy granted to a party under this Agreement, or the exercise of any such right or remedy, does not prejudice, limit or exclude any other right or remedy to which that party is or may become entitled. A party's failure or delay in exercising any right or remedy will not waive such right or remedy.

8.8 This Agreement may be executed in any number of counterparts.

8.9 Any dispute or claim arising out of or in connection with this Agreement will be governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to the principles of conflicts of laws. The courts of the Province of Ontario will have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement.