Terms and Conditions

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Conditions of Supply to Customers - Sept 2016

1.Definitions

The definitions in clause apply in these terms and conditions (Conditions)

2.Application of these Conditions

  1. These Conditions shall apply to and be incorporated in the Contract and shall prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s enquiry, acceptance, correspondence or elsewhere implied by law, trade custom, practice or course of dealing and including the Customer’s own terms and conditions of business.
  2. All the terms of the Contract between PRM and the Customer are contained in these Conditions and the Quotation. No addition to, variation of, exclusion or attempted exclusion of any terms in the Contract or these Conditions or either of them shall be binding on PRM unless in writing and signed by a duly authorised representative of PRM. Nothing said by any employee or representative of PRM shall be taken as a variation of these Conditions by the Customer.
  3. Where the Quotation is for more than one item, it shall (following acceptance by the Customer) be regarded as a single Contract for all the Goods and/or Services supplied pursuant to that Contract.

3.Quotations

  1. A Quotation is valid for acceptance for a period of 90 days and shall constitute the legally binding Contract once it has been accepted by the Customer. The Customer must “call off” the Goods and/or Services within six months of acceptance of the Quotation giving such details as are required by PRM for order recognition.
  2. The Customer is advised there is likely to be a call off lead time for delivery of the Goods of 4-5 weeks unless otherwise advised by PRM.
  3. No variations to the Contract will be accepted without first agreeing a reasonable adjustment to the Price (as defined in clause 4) and in any case variations cannot be made following call off. PRM will notify the Customer of the delivery date but requires a minimum of 7 days’ notice if the Customer wishes to change the delivery date.

4.Prices and Availability

  1. The price for the Goods and/or Services will be as shown in the Quotation (the Price).
  2. PRM reserves the right to pass on any price increases which occur outside its control between the date of the Quotation and call off.
  3. All Contracts are accepted subject to the availability of materials and labour.
  4. PRM reserves the right at any time to require payment of a deposit from the Customer.

5.Delivery and Installation

It is the responsibility of the Customer to accept delivery of the Goods on the date(s) specified and to have the premises ready for installation if the Contract includes the provision of Services as well. If the Customer is unable to do so PRM reserves the right to charge a storage fee of £100 per kitchen for each week or part of a week pending successful delivery. If PRM has attempted delivery which has been refused by the Customer PRM also reserves the right to charge a re-delivery fee of £ 250 per re-delivery. Where the Customer is unable, for whatever reason, to provide access to its premises to allow PRM’s installation team to commence work PRM shall be entitled to charge the Customer £250 per day on each occasion that access cannot be granted.

6.Timings

PRM shall use all reasonable endeavours to adhere to timings given to the Customer but time shall not be of the essence for any such timings.

7.Accuracy of Plans and Drawings

  1. PRM accepts no responsibility for the accuracy of any plans or drawings supplied by the Customer. It is the Customer’s responsibility to check that all dimensions are correct prior to accepting the Quotation and / or making a call off.
  2. If the Customer is ordering goods not supplied by PRM, the Customer is responsible for ensuring such goods are suitable for use with the Goods being supplied by PRM.

8.Payment

  1. Payment in full of the Price is to be made 30 days from the date of invoice (the Due Date). An invoice will normally be raised by PRM following delivery of the Goods or completion of the Services as evidenced by a completion certificate signed by the site supervisor or his representative, whichever is relevant.
  2. However in the event that the installation of the Goods under a particular Contract is scheduled to last more than 5 working days, PRM reserves the right to invoice the Customer at the end of each 5 day period (for this purpose also a Due Date) for the value of the Goods and Services delivered and the Customer shall make payment of the sum notified (on account of the Price) within 30 days thereafter. If the Customer fails to make payment by the Due Date PRM reserves the right to suspend in whole or in part delivery and /or installation of any further Goods the subject of that Contract until full payment has been made.
  3. Any purported attempt by the Customer to incorporate any retention or LAD provisions into the Contract will be not be valid or binding on PRM.
  4. All prices are exclusive of VAT.
  5. PRM reserves the right to charge interest at the rate of 4% above the base rate for the time being of Nordea Bank London or 8% per annum whichever is higher for any amounts not paid by the Due Date.
  6. The Customer has no right to set off any amount it owes to PRM under the Contract against any amount PRM may owe to the Customer under the Contract or any other contract between PRM and the Customer. The Customer’s common law right of set off is excluded.

9.Property and Risk

  1. Risk in the Goods passes on delivery.
  2. Title to the Goods passes only when the Customer has paid the Price in full.

10.Warranty period

  1. In the unlikely event of mis-delivery or faults apparent on delivery, PRM will use all reasonable endeavours to resolve them as soon as possible.
  2. PRM guarantees that the Goods and/or Services are free from workmanship or materials defects for a period of two years from delivery ( in the case of a Goods only Contract ) or two years from completion of the Services, whichever is appropriate. Fair wear and tear is excluded from the scope of this guarantee.

11.Limit of liability

  1. PRM will not be liable for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any negligence or breach of performance by PRM of any Contract.
  2. Except in the case of death or personal injury caused by PRM’s negligence, the maximum liability of PRM under any Contract shall limited to 10% the Price of that Contract.

12.Subcontractors

PRM shall be entitled to engage subcontractors to carry out all or part of the Services but PRM shall continue to be responsible to the Customer for the performance of the Contract.

13.Events outside the control of PRM

  1. There may be certain situations or events which occur which are not within the reasonable control of PRM. If one of these occurs PRM will normally attempt to recommence performance as soon as the situation which has stopped PRM from performing the Contract has been resolved. In such circumstances there may be a delay before PRM can recommence performance under the Contract but PRM will not be liable for any such delay beyond its reasonable control.
  2. If the delay continues for 60 or more days then either or PRM or the Customer may cancel the particular call off which has been affected by the delay provided the Customer pays all sums due to PRM for Goods already manufactured to its specification pursuant to the cancelled Contract.

14.Design rights

If PRM produces any designs or drawings for the Customer, the copyright and all other intellectual property rights in such designs and/or drawings shall remain in PRM’s ownership but PRM will agree to licence the Customer to use them on a non-exclusive, royalty free basis.

15.Third parties

Nothing in these Conditions shall confer any rights on any person which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

16.Waiver

No waiver by PRM of any breach by the Customer of these Conditions shall constitute a waiver of any other breach. No failure by PRM to exercise any remedy shall constitute a waiver of the right subsequently to exercise that or any other remedy.

17.Dispute resolution

In the event that any dispute, difference or claim arises out of any Contract the authorised representatives of PRM and the Customer first try to settle the disagreement. Should they fail to settle any matter within 28 days of it being referred to them, either party may then refer the dispute or claim to adjudication. The adjudication process will be as set out in the Model Adjudication Procedure published by the Construction Industry Council. The right to refer the dispute to arbitration is without prejudice to either party’s right to commence legal proceedings.

18.Laws of England

All Contracts are subject to and will be construed in accordance with the laws of England and PRM and the Customer submit to the non-exclusive jurisdiction of the English courts.

Conditions of Purchase of Goods - Sept 2016

1.Definitions

The definitions in this clause apply in these terms and conditions (Conditions).

2.Application of these Conditions

  1. These Conditions shall apply and be incorporated in the Contract and shall prevail over any inconsistent terms or conditions contained in or referred to in the Supplier’s quotation, acceptance, correspondence or elsewhere or implied by law, trade custom, practice, course of dealing and including the Supplier’s own terms and conditions of sale.
  2. All the terms of the Contract between PRM and the Supplier are contained in these Conditions and the Purchase Order. No addition to, variation of, exclusion or attempted exclusion of any terms in the Purchase Order or the Contract or these Conditions or any of them shall be binding on PRM unless in writing and signed by a duly authorised representative of PRM. Nothing said by any employee or representative of PRM shall be taken as a variation of these Conditions by the Supplier.
  3. Where the Purchase Order is for more than one item, it shall (following acceptance by the Supplier) be regarded as a single Contract for all Goods supplied pursuant to that Purchase Order.

3.Effect of Purchase Order

  1. PRM shall only be bound by an order if it is issued on a Purchase Order and signed by a duly authorised representative of PRM.
  2. The Purchase Order constitutes an offer by PRM to purchase the Goods subject to these Conditions. Accordingly, any acceptance of the Purchase Order by the Supplier shall establish a contract for the sale and purchase of those Goods on these Conditions. Any counter-offer made by the Supplier to supply the Goods on other conditions shall only be validly accepted if such acceptance is in writing and signed by a duly authorised representative of PRM.
  3. The execution and return of the acknowledgement copy of the Purchase Order form by the Supplier, or the Supplier’s execution, commencement of work or commencement of delivery pursuant to the Purchase Order constitutes acceptance of the Purchase Order on these Conditions by the Supplier.

4.Supplier’s warranty

  1. The Supplier will supply the Goods described in the Purchase Order for the price (Price) stated in the Purchase Order.
  2. The Supplier warrants to PRM that:
    1. the Goods will conform with the quality, description and other particulars of the Goods stated in the Purchase Order;
    2. the Goods will conform to all samples, drawings, descriptions and specifications provided to PRM by the Supplier;
    3. the Goods will conform with all standards referred to in any documentation supplied with the Goods ;
    4. the Goods will be of satisfactory quality and fit for any intended uses expressly or impliedly made known to the Supplier, and will be free from all defects in materials, workmanship and installation for the period stated in the Purchase Order or for 24 months from the date of delivery whichever is the longer;
    5. the Goods will comply with all performance and other specifications stated in the Purchase Order, and with all applicable legislation and European Standards for the time being in force;
    6. the sale of the Goods and PRM’s use of them will not infringe any intellectual property rights of a third party.
  3. PRM’s rights under the Contract are in addition to the statutory terms implied in favour of PRM by the Sale of Goods Act 1979 and any other statute.
  4. The provisions in this clause 4 shall survive any delivery, inspection, acceptance, payment or performance pursuant to the Contract and shall extend to any replacement, repaired, substitute or remedial Goods provided by the Supplier.
  5. In performing its obligations under the Contract, the Supplier shall comply with PRM’s Code of Conduct.

5.Quantities

Unless PRM has agreed otherwise in writing, the Supplier shall deliver the exact specified quantities of items comprised in the Goods in accordance with the Purchase Order. Without affecting its other rights and remedies, PRM reserves the right to reject incomplete deliveries and to return excess quantities at the Supplier’s risk and expense.

6.Delivery, installation and acceptance of Goods

  1. The Supplier shall deliver the Goods on the date specified in the Purchase Order or, if no such date is specified then on such date as shall have been agreed between PRM and the Supplier. Time is of the essence as to the delivery of the Goods under the Contract and if the Supplier does not comply with its delivery obligations, PRM may:
    1. cancel the Contract in whole or in part without incurring any liability to the Supplier;
    2. refuse to accept any subsequent delivery of items comprised in the Goods which the Supplier attempts to make;
    3. purchase substitute items elsewhere; and
    4. hold the Supplier accountable for any loss and additional costs incurred
  2. The Goods shall be properly packed and secured in such manner as to enable them to reach their destination in good condition. No charge shall be made for wrapping, packing, cartons, boxes, crating or containers unless specified in the Purchase Order, and PRM shall not be responsible for returning any such materials.
  3. The Goods shall be delivered by the Supplier carriage free to the place of delivery specified in the Purchase Order, or as otherwise specified by PRM. The Supplier shall off load the Goods at its own risk as directed by PRM. The Goods shall be received at the place of delivery, subject to PRM’s inspection and approval. Any Goods which PRM rejects as not conforming with the Purchase Order shall be returned at the Supplier’s risk and expense.
  4. Unless PRM and the Supplier have, before or at the same time as the Purchase Order, agreed in writing (signed on behalf of PRM) additional conditions regarding preparation requirements at the site at which the Goods are to be installed, the Supplier acknowledges and agrees that the Goods are suitable to be installed and used at the premises at which PRM intends to use them and that there are no additional conditions regarding site preparation.
  5. PRM shall have the right to inspect and test the Goods at any time before delivery. If following such inspection or testing PRM considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings in clause 4.2. then PRM shall inform the Supplier who shall immediately take such remedial action as is necessary to ensure compliance. The Supplier shall also reimburse PRM for all reasonable costs and expenses incurred by PRM in carrying out the inspection.
  6. Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract. PRM shall have the right to carry out further inspections and tests after the Supplier has carried out its remedial actions.
  7. Upon completion of the offloading of the Goods and upon PRM being reasonably satisfied that the Goods comply with the requirements of the Contract and these Conditions, PRM shall sign the Supplier’s standard form acknowledging receipt of the Goods. PRM shall be under no obligation to sign an acknowledgment of receipt for any Goods not specified in the Contract.
  8. The acknowledgment of delivery does not in any way limit or exclude the liability of the Supplier under the Contract.

7.Risk and title

  1. The Goods shall be at the risk of the Supplier until delivery to PRM at the place of delivery specified in the Purchase Order, or as otherwise specified by PRM in accordance with condition 6.3.
  2. Full and unencumbered title to the Goods shall pass to PRM on completion of delivery (including off-loading) in accordance with the Purchase Order, except that if the Goods are paid for before delivery ownership shall pass to PRM once payment has been made. The passing of ownership in the Goods is without prejudice to any right of rejection to which PRM may be entitled under the Contract or otherwise.

8.Prices

  1. All prices shall be as stated in the Purchase Order.
  2. All prices are fixed and inclusive of delivery, packaging, packing, shipping, carriage, insurance and other charges and dues, and are not subject to adjustment save as specifically provided in these Conditions or the Purchase Order.

9.Payment

  1. Unless otherwise stated in the Purchase Order or agreed between PRM and the Supplier, payment of invoices shall be made 90 after delivery of the Goods.
  2. PRM shall be under no obligation to make payment to the Supplier for any Goods if delivery of such Goods has not been acknowledged or if the Goods supplied do not conform to the Purchase Order.
  3. Without prejudice to any other right or remedy, PRM reserves the right to set off any amount at any time owing to it by the Supplier against any amount payable by it to the Supplier under the Contract or any other contract.

10.Indemnity

The Supplier shall indemnify and hold PRM harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, PRM as a result or in connection with:

11.Insurance

During the term of the Contract and for a period of six years thereafter, the Supplier shall maintain in force with a reputable insurance company, professional indemnity, product liability and public liability insurance to cover any such liability as may arise under the Contract, and shall, if requested by PRM produce both the insurance certificate giving details of cover and receipt for the current year’s premium.

12.Confidentiality and PRM’s property

  1. The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions or processes which are of a confidential nature and which have been disclosed to the Supplier by PRM or its agents, and any other confidential information concerning PRM’s business or its products which the Supplier may obtain. The Supplier shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging the Supplier’s obligations to PRM and shall ensure that such employees are subject to obligations of confidentiality corresponding to those which bind the Supplier.
  2. All materials, tools, copyright, rights in designs and any other intellectual property rights in all drawings, specifications and data supplied by PRM to the Supplier shall at all times be and remain the exclusive property of PRM, and shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to PRM, and shall not be disposed or used other than in accordance with PRM’s written instructions or authorisation. The Supplier shall return all copies of any such material to PRM immediately on PRM’s first written request.
  3. This clause 12 shall survive the termination of the Contract, however arising.

13.Termination

  1. PRM may cancel the Contract (for all or part only of the Goods) by giving written notice to the Supplier at any time before delivery, in which case the Supplier shall immediately discontinue all work on the Contract. PRM shall pay the Supplier fair and reasonable compensation for work-in-progress at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
  2. Without prejudice to any other rights or remedies to which PRM may be entitled, PRM may terminate the Contract without liability to the Supplier if:
    1. the ability of PRM to accept delivery of the Goods is delayed, hindered or prevented by Force Majeure ( as defined in clause 15 below); or
    2. the Supplier commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
    3. the Supplier 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;
    4. the Supplier is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
    5. a petition is filed, or a resolution is passed, or an order is made for the winding up of the Supplier;
    6. an application is made to court, or an order is made for the appointment of an administrator or if an administrator is appointed over the Supplier;
    7. any event occurs, or proceedings are taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub clauses 13.2(b) to 13.2(f) (inclusive);or
    8. the Supplier suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
  3. Without affecting any other right or remedy available to it, PRM may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of its obligations with regard to PRM’s Code of Conduct.
  4. 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.
  5. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

14.Remedies

If any Goods are not supplied in accordance with, or if the Supplier fails to comply with, any terms of the Contract, PRM may (without prejudice to any other right or remedy) exercise any one or more of the following rights or remedies, whether or not any part of the Goods has been accepted by PRM:

15.Force majeure

PRM may defer the date of delivery or payment, or cancel the Contract or reduce the amount of Goods ordered, if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of PRM or any other party), failure of a utility service or transport or telecommunication network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

16.Anti-bribery

  1. The Supplier shall:
    1. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
    2. comply with PRM’s Code of Conduct with regards to ethics, anti-bribery and anti-corruption (Relevant Policies).
    3. have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies , and will enforce them where appropriate; and
    4. promptly report to PRM any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract.
  2. Breach of this clause 16 shall be deemed a breach which is not capable of remedy under clause 13.2(b).

17.Miscellaneous

  1. No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  2. Except as expressly provided in these Conditions, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
  3. If any provision or part-provision of these Conditions or the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
  4. The Supplier shall not, without the prior written consent of PRM, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  5. PRM may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  6. No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.

18.Disputes

In the event that any dispute, difference or claim arises of the Contract the authorised representatives of PRM and the Supplier shall first try to settle the disagreement. Should they fail to settle any matter within 28 days of it being referred to them, either party may then refer the dispute or claim to adjudication. The adjudication process will be as set out in the Model Adjudication Procedure published by the Construction Industry Council. This right to refer the dispute to adjudication is without prejudice to either party’s right to commence legal proceedings.

19.Governing law

All Contracts are subject to and will construed in accordance with the laws of England and PRM and the Supplier submit to the non-exclusive jurisdiction of the English courts.

Conditions of Purchase of Goods and Services (Sub-Contract Conditions) - Sept 2016

1.Definitions

The definitions in this clause apply in these terms and conditions (Conditions).

2.Application of these Conditions

  1. These Conditions shall apply to and be incorporated in the Sub-Contract and shall prevail over any inconsistent terms or conditions contained in or referred to in the Sub-Contractor’s quotation, acceptance, correspondence or elsewhere or implied by law, trade custom, practice or course of dealing and including the Sub-contractor’s own terms and conditions of business.
  2. All the terms of the Sub-Contract between PRM and the Sub-Contractor are contained in these Conditions and the Purchase Order. No addition to, variation of, exclusion or attempted exclusion of any terms in the Purchase Order or the Sub-Contract or these Conditions or any of them shall be binding on PRM unless in writing and signed by a duly authorised representative of PRM. Nothing said by any employee or representative of PRM shall be taken as a variation of these Conditions by the Sub-Contractor.

3.Effect of Purchase Order

  1. PRM shall only be bound by an order if it is issued on a Purchase Order and signed by a duly authorised representative of PRM.
  2. The Purchase Order constitutes an offer by PRM to appoint the Sub-Contractor for the Sub-Contract Works subject to these Conditions. Accordingly, any acceptance of the Purchase Order by the Sub-Contractor shall establish a contract for the supply of those Works on these Conditions. Any counter-offer made by the Sub-Contractor to perform the Sub-Contract Works on other conditions shall only be validly accepted if such acceptance is in writing and signed by a duly authorised representative of PRM.
  3. The execution and return of the acknowledgement copy of the Purchase Order form by the Sub-Contractor, or the Sub-Contractor’s commencement of the Sub-Contract Works pursuant to the Purchase Order constitutes acceptance of the Purchase Order on these Conditions by the Sub-Contractor.

4.General Obligations of the Parties

  1. Prior to commencement of the Sub-Contract Works, the Sub-Contractor shall prepare a draft method statement for performance of the Sub- Contract Works for PRM’s approval, such approval not to be unreasonably withheld or delayed. Once the draft has been approved it shall be referred to in these Conditions as the Method Statement.
  2. The Sub-Contractor shall execute and complete the Sub-Contract Works in a good and workmanlike manner and in accordance with the Sub-Contract and to the satisfaction of PRM.
  3. The Sub-Contractor shall be deemed to have visited and inspected the site and to be aware of all matters affecting or likely to affect operations at the site or access to it (including without limitation the fact that the Sub-Contract Works will need to be co-ordinated with works carried out at the site during the Sub-Contract by PRM and other parties) and all necessary allowances shall therefore be deemed to have been made in the Sub-Contract Sum.
  4. PRM shall ensure that the Sub-Contractor is afforded access to such parts of the site and at such times as are reasonably necessary to meet the Sub-Contractor’s obligations under the Sub-Contract.
  5. PRM shall give the Sub-Contractor free of charge any attendances such as temporary site facilities, unloading, hoisting and distributing goods, temporary electricity, clearing waste from site and the like to whatever extent that they are either to be provided free of charge to PRM under the Main Contract or that the Purchase Order specifies they are to be provided free of charge by PRM. Otherwise, the Sub-Contractor shall provide all attendances necessary for the execution of the Sub-Contract Works.
  6. Insofar as any part of the Sub-Contract Works are to be fixed to other works, the Sub-Contractor shall, prior to commencing such part, satisfy itself as to the position, dimensions, stability and suitability of the other works concerned.
  7. The Sub-Contractor shall appoint a manager for the Sub-Contract Works, such appointment and any change in the identity of such manager to be subject to the prior written consent of PRM, such consent not to be unreasonably withheld. The said manager shall be in attendance on site throughout the Sub-Contract Works on a full-time basis, if necessary, and shall be deemed to be duly authorised to receive and accept PRM’s instructions on behalf of the Sub-Contractor.
  8. If the Purchase Order states that the Sub-Contractor is to design part or the whole of the Sub-Contract Works, the Sub-Contractor shall be fully responsible for the design of that part or as the case may be the whole of the Sub-Contract Works, and all references in the Sub-Contract to the Sub-Contractor’s obligations to execute and/or complete the Sub-Contract Works shall be construed to include such design responsibility.
  9. The Sub-Contractor shall supply all labour, plant and equipment to carry out and complete the Sub-Contract Works in accordance with the Sub-Contract. The Sub-Contractor shall at PRM’s request cease to employ on the Sub-Contract Works any one or more of its employees to whom PRM may object and replace such employee or employees immediately with others to whom there is no objection.
  10. The Sub-Contractor shall be responsible for the payment of income tax, employees employed on the Sub-Contract Works. PRM shall have no responsibility for the payment of such sums.

5.Main Contract Relationship

  1. The Sub-Contractor may inspect, upon request, a copy of the Main Contract including all relevant drawings (less details of PRM’s prices and rates) at PRM’s offices in Lancing. The Sub-Contractor shall be deemed to have full knowledge of all PRM’s obligations, both express and implied, under the Main Contract.
  2. Save where the provisions of the Sub-Contract expressly require otherwise, the Sub-Contractor shall:
    1. execute and complete the Sub-Contract Works so that no act or omission by the Sub-Contractor in relation to such Works shall constitute, cause or contribute to any breach by PRM of any of its obligations under the Main Contract; and
    2. assume and perform all the obligations and observe and comply with all the terms of the Main Contract on the part of PRM to be assumed, performed, observed and complied with so far as they relate and apply to the Sub-Contract Works or any part of such works.

6.Commencement and Completion

  1. The Sub-Contractor shall commence the Sub-Contract Works on the Sub-Contract Commencement Date. The Sub-Contractor shall proceed regularly and diligently and shall complete the Sub-Contract Works by the Sub-Contract Completion Date.
  2. The events and/or circumstances entitling PRM to an extension of time under the Main Contract shall apply where relevant to the Sub-Contract and shall be the events and circumstances entitling the Sub-Contractor to an extension of time under the Sub-Contract.
  3. If the Sub-Contract Completion Date is delayed or is likely to be delayed by any of the events and/or circumstances referred to in Clause 6.2, PRM shall certify such extension of time to the Sub-Contract Completion Date or any previously extended completion date as shall be fair and reasonable provided always that as conditions precedent to any extension under this Clause 6.3:
    1. as to any events and/or circumstances relied upon by the Sub-Contractor which would entitle PRM to an extension of time under the Main Contract, the Sub-Contractor shall have supplied all such information to PRM as it shall have required and shall additionally have taken all other such steps as are required to enable PRM to claim successfully such extension of time.
    2. as to any other events and/or circumstances upon which the Sub-Contractor is entitled to rely upon under Clause 6.2, the Sub-Contractor shall have provided full written particulars and supporting documentation to PRM within 7 days of the first occurrence of events and/or circumstances relied upon.
  4. If the Sub-Contractor fails to complete the Sub-Contract Works on or before the Sub-Contract Completion Date, or any extended completion date as provided by Clause 6.3, the Sub-Contractor shall be liable for all losses, costs, expenses and damages suffered or incurred by PRM by reason of the Sub-Contractor’s failure.
  5. Time is of the essence and all timings and dates in the Sub-Contract shall be firm and settled. If the Sub-Contractor anticipates any issue complying with any timings or dates or other contractual obligations, then it must immediately notify PRM in writing.

7.Instructions

  1. Subject to Clause 7.2, the Sub-Contractor shall immediately comply with all decisions of PRM and all instructions given to it by PRM, including without limitation, any instructions regarding co-ordinating the execution of the Sub-Contract Works with the works of PRM and other parties working on the site.
  2. Without prejudice to Clause 7.1, PRM may issue instructions requiring the opening up and/or testing of any materials used or intended to be used in the Sub-Contract Works. Such instructions shall be not treated as Variations ( as defined in clause 8 below) if such materials meet the requirements of the Sub-Contract, and the Sub-Contractor shall not be entitled to any adjustment to the Sub-Contract Sum or the Sub-Contract Completion Date in relation to or in connection with its performance of such instructions.
  3. If the Sub-Contractor fails to comply with any PRM instruction, then, without prejudice to any other right or remedy PRM may possess, PRM shall either be entitled to employ a third party to effect such instruction or PRM shall be entitled to carry out works to such effect such instruction and to recover all its losses, costs, damages and/or expenses resulting from or in connection with such non-compliance by deducting such losses, costs, damages and/or expenses from the Sub-Contract Sum.

8.Variations

  1. The Sub-Contractor shall make such Variation to the Sub-Contract Works, whether by way of addition, modification (including timing) or omission, as may be:
    1. instructed under the Main Contract and confirmed in writing to the Sub-Contractor by PRM;
    2. instructed in writing by PRM.
  2. An increase or decrease, as the case may be, to the Sub-Contract Sum shall be made by PRM in respect of any Variation provided that:
    1. where the Variation is of similar character and is carried out under similar conditions the addition or omission of works shall be valued in accordance with the rates and prices contained within the Sub-Contract; or
    2. where the Variation is of similar character but is not carried out under similar conditions the addition or omission of works shall be valued in accordance with the rates and prices contained within the Sub-Contract which may be adjusted to account for the difference in the conditions; or
    3. Where the Variation is not of similar character and is not carried out under similar conditions the addition or omission of works shall be valued at fair rates and prices as PRM shall determine provided that the Sub-Contractor shall at all times permit PRM or its representatives to inspect all the Sub-Contractor’s prime cost records, pricings and other documents that show the build-up of the Sub-Contract Sum and/or the actual or likely cost of the Sub-Contract Works to the Sub-Contractor.
  3. The Sub-Contractor shall not be entitled to be paid for any work or costs arising out of or in connection with any negligence, omission or default of the Sub-Contractor or which does not constitute a Variation.

9.Price

The price for the Sub-Contract Works shall be the Sub-Contract Sum or such other sum as shall become payable in accordance with the express provisions of these Conditions.

10.Payment

  1. On the first application date and then at the intervals, both of which are specified in the Purchase Order, (each one an Application Date), the Sub-Contractor shall submit to PRM a fully detailed application, including the basis of calculation, stating the sum the Sub-Contractor considers is due on the Application Date (Application).
  2. The due date (Due Date) shall be 5 days after the Application Date. Within 5 days of the Due Date PRM shall issue a notice to the Sub-Contractor stating the sum due it believes is at the Application Date in accordance with clause 10.3 including the basis of calculation (Payment Notice).
  3. The sum stated as due in a Payment Notice shall be PRM’s assessment of the cumulative value of the fully and properly completed work stages at the Application Date, less any sums which may be deducted by PRM and less any cumulative sum previously notified as payable to the Sub-Contractor. Materials and/or goods which are not yet installed on the Application Date shall not be included in any sum specified in a Payment Notice.
  4. The final date for payment of the sum due as shown in the Payment Notice shall be the number of days after the Application Date as specified in the Purchase Order.
  5. Without prejudice to any other right or remedy, PRM reserves the right to set off any amount at any time owing to it by the Sub-Contractor against any amount payable to the Sub-Contractor under the Sub-Contract or any other contract.
  6. If PRM fails to pay the sum due by the final date for payment, the Sub-Contractor may suspend performance of any or all of its obligations under the Sub-Contract provided the Sub-Contractor has first given PRM at least 7 days’ notice in writing of its intention to suspend performance, stating the grounds on which it intends to suspend performance. The Sub-Contractor’s right to suspend ceases immediately when PRM pays in full the relevant sum due.
  7. Notwithstanding anything to the contrary elsewhere in the Sub-Contract, if the employer under the Main Contract is insolvent, as defined in section 113 of the Housing Grants, Construction and Regeneration Act 1996 as amended, PRM shall not be obliged to make any further payment to the Sub-Contractor of any sum which is due or may become due to the Sub-Contractor unless PRM has received payment under the Main Contract and then only to the extent that such payment relates to the Sub-Contract Works.

11.VAT Self-Billing / Construction Industry Scheme

  1. All sums referred to in the Sub-Contract are exclusive of VAT. If registered for VAT, the Sub-Contractor shall keep PRM informed as to how its supplies are rated for the purposes of VAT.
  2. The Sub-Contractor agrees to the operation of a VAT self-billing arrangement.
  3. PRM agrees to:
    1. issue fully detailed self-billed invoices for all supplies made by the Sub-Contractor;
    2. make a new self-billing agreement if it changes its VAT registration number;
    3. notify the Sub-contractor if the issue of self-billed invoices will be out-sourced to a third party.
  4. The Sub-Contractor agrees to:
    1. accept self-billed invoices from PRM for the duration of this Sub-contract;
    2. not to issue VAT invoices for supplies made under this Sub-Contract;
    3. immediately notify PRM if it changes it VAT registration number, ceases to be VAT registered or sells part or the whole of its business
  5. The obligation of PRM to make any payment under the Sub-Contract is subject to the provisions of the Construction Industry Scheme.

12.Retention

  1. PRM will deduct and retain the Retention which shall be dealt with in accordance with sub-clauses 12.2 and 12.3 below.
  2. Half of the Retention shall become due for release to the Sub-Contractor on the next Application Date after Practical Completion of the Sub-Contract Works and payment shall be made in accordance with clause 10.
  3. The second half of the Retention shall become due for release to the Sub-Contractor on the next Application Date after satisfactory rectification of any defects in the Sub-Contract Works or after the end of the Maintenance Period, whichever is the later, and payment shall be made in accordance with clause 10.

13.Defects and Remedies

  1. PRM may at any time prior to the end of the Maintenance Period notify the Sub-Contractor of defects in the Sub-Contract Works and the Sub-Contractor shall promptly rectify all such defects in the Sub-Contract Works.
  2. PRM has the right to employ and pay other labour resources (which shall include materials and plant) and/or to take over and complete or otherwise, any parts or parts of the Sub-Contract Works affected by any delay, act, omission, or default on the part of the Sub-Contractor and/or failure by the Sub-Contractor to proceed diligently and in good time with the rectification of defects. PRM shall be entitled to recover from the Sub-Contractor all direct and indirect costs incurred in connection with the employment of other labour resources (which shall include materials and plant) in taking over any part of the Sub-Contract Works, due to the Sub-Contractor’s failure to proceed diligently and in good time with rectifying the defects.

14.Title / Risk

  1. Title to goods which form part of the Sub-Contract Works shall pass from the Sub-Contractor to PRM on payment by PRM or on being physically fixed or fitted to the structure or fabric of the building whichever the sooner.
  2. Risk in any goods forming part of the Sub-Contract Works shall remain with the Sub-Contractor until Practical Completion of the Sub-Contract Works.
  3. Risk in any goods provided by PRM free of charge to the Sub-Contractor for carrying out the Sub-Contract Works shall remain with the Sub-Contractor from delivery of such goods to the site until Practical Completion of the Sub-Contract Works. The Sub-Contractor shall be responsible for loss or damage to any such goods or for loss or damage to any tools and equipment of others that is caused by the Sub-Contractor’s negligence, breach or default.
  4. PRM shall be entitled to deduct from monies due to the Sub-Contractor or to be paid as a debt all costs and expenses PRM may incur as a result of a breach by the Sub-Contractor of its obligations under his clause 14.

15.Indemnity

  1. The Sub-Contractor shall indemnify and hold PRM harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, PRM as a result or in connection with:
    1. any alleged or actual infringement, whether or not under English law, of any third party’s intellectual property rights or other rights arising out of the supply of the Sub-Contract Works; or
    2. defective workmanship, quality or materials in or in relation to the Sub-Contract Works; or
    3. any claim made against PRM in respect of any liability, loss, damage, injury, cost or expense sustained by PRM’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Sub-Contract as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Sub-Contract by the Sub-Contractor.

16.Insurance

During the term of the Sub-Contract and for a period of six years following Practical Completion of the Sub-Contract the Sub-Contractor shall maintain in force with a reputable insurance company, professional indemnity, product liability and public liability insurance to cover any such liability as may arise under the Sub-Contract, and shall if requested by PRM produce both the insurance certificate giving details of cover and the receipt for the current year’s premium.

17.Confidentiality and PRM’s Property

  1. The Sub-Contractor shall keep in strict confidence all technical or commercial know-how, specifications, inventions or processes which are of a confidential nature and which have been disclosed to the Sub-Contractor by PRM or its agents, and any other confidential information concerning PRM’s business or its products which the Supplier may obtain. The Sub-Contractor shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging the Sub-Contractor’s obligations to PRM and shall ensure that such employees are subject to obligations of confidentiality corresponding to those which bind the Sub- Contractor.
  2. All materials, tools, copyright, rights in designs and any other intellectual property rights in all drawings, specifications and data supplied by PRM to the Sub-Contractor shall at all times be and remain the exclusive property of PRM, and shall be held by the Sub-Contractor in safe custody at its own risk and maintained and kept in good condition by the Sub-Contractor until returned to PRM, and shall not be disposed or used other than in accordance with PRM’s written instructions or authorisation. The Sub-Contractor shall return all copies of any such material to PRM immediately on PRM’s first written request.
  3. This clause 17 shall survive the termination of the Sub-Contract, however arising.

18.Termination

  1. PRM may cancel the Sub-Contract by giving written notice to the Sub-Contractor at any time before Completion of the Sub-Contract Works, in which case the Sub-Contractor shall immediately discontinue all work on the Sub-Contract. PRM shall pay the Sub-Contractor fair and reasonable compensation for work-in-progress at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
  2. Without prejudice to any other rights or remedies to which PRM may be entitled, PRM may terminate the Sub-Contract without liability to the Sub-Contractor if:
    1. the ability of PRM to perform its obligations under the Sub-Contract is delayed, hindered or prevented by Force Majeure (as defined in clause 20 below); or
    2. the Sub-Contractor commits a material breach of any term of the Sub-Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
    3. the Sub-Contractor repeatedly breaches any of the terms of the Sub-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 Sub-Contract;
    4. the Sub-Contractor is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
    5. a petition is filed, or a resolution is passed, or an order is made for the winding up of the Sub-Contractor;
    6. an application is made to court, or an order is made for the appointment of an administrator, or if an administrator is appointed over the Sub-Contractor;
    7. any event occurs, or proceedings are taken, with respect to the Sub-Contractor in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub clauses18.2(b) to18.2(f) (inclusive);or
    8. the Sub-Contractor suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
  3. Without affecting any other right or remedy available to it, PRM may terminate the Sub-Contract with immediate effect by giving written notice to the Sub-Contractor if the Sub-Contractor commits a breach of its obligations with regard to PRM’s Code of Conduct.
  4. Any provision of the Sub-Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Sub-Contract shall remain in full force and effect.
  5. Termination of the Sub-Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Sub-Contract which existed at or before the date of termination.

19.Post Termination

In the event of the Sub-Contractor’s employment being terminated under Clause 18:

  1. PRM shall be entitled to use all the Sub-Contractor’s intellectual property, plant, machinery and materials intended for incorporation into the Sub-Contract Works, or other such things as are reasonably necessary to facilitate the completion of the Sub-Contract Works.
  2. PRM shall be entitled to call for the assignment of the benefit of any contracts or arrangements entered into by the Sub-Contractor in connection with the Sub-Contract Works.
  3. On expiry of the Maintenance Period or rectification of defects whichever is later, PRM shall prepare a statement of account specifying the sum due to either the Sub-Contactor or PRM, as the case may be. Such statement shall include the price of the Sub-Contract Works properly executed by the Sub-Contractor at the date of the termination less all loss and/or damage suffered or incurred by PRM in consequence of the said termination and less any other set-offs and/or deductions which PRM is entitled to make under the Sub-Contract. The party owing money to the other shall pay within 30 days of the date of the statement of account.

20.Force Majeure

PRM may defer the Sub-Contract Commencement Date or cancel the Sub-Contract or reduce the scope of the Sub-Contract Works if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of PRM or any other party), failure of a utility service or transport or telecommunication network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or other sub-contractors.

21.Anti-bribery

  1. The Sub-Contractor shall:
    1. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
    2. comply with PRM’s Code of Conduct with regards to ethics, anti-bribery and anti-corruption as PRM (Relevant Policies).
    3. have and shall maintain in place throughout the term of the Sub-Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will enforce them where appropriate; and
    4. promptly report to PRM any request or demand for any undue financial or other advantage of any kind received by the Sub-Contractor in connection with the performance of the Sub-Contract.
  2. Breach of this clause 21 shall be deemed a breach which is not capable of remedy under clause 18.2 (b).

22.Miscellaneous

  1. No failure or delay by a party to exercise any right or remedy provided under the Sub-Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  2. Except as expressly provided in these Conditions, the rights and remedies provided under the Sub- Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
  3. If any provision or part-provision of these Conditions or the Sub- Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Sub-Contract.
  4. The Sub-Contractor shall not, without the prior written consent of PRM, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Sub-Contract.
  5. PRM may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  6. No one other than a party to the Sub-Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
  7. The Sub-Contractor shall in executing and completing the Sub-Contract Works comply with all relevant laws and regulations, including any regulations and instructions issued by PRM from time to time, including without limitation those relating to working hours, noise, nuisance, pollution and health and safety.

23.Disputes

In the event that any dispute, difference or claim arises of the Sub-Contract the authorised representatives of PRM and the Sub-Contractor shall first try to settle the disagreement. Should they fail to settle any matter within 28 days of it being referred to them, either party may then refer the dispute or claim to adjudication. The adjudication process will be as set out in the Model Adjudication Procedure published by the Construction Industry Council. This right to refer the dispute to adjudication is without prejudice to either party’s right to commence legal proceedings.

24.Governing law

All Sub-Contracts are subject to and will construed in accordance with the laws of England and PRM and the Sub-Contractor submit to the non-exclusive jurisdiction of the English courts.

Ballingslöv International AB Group: Code of Conduct

Introduction

The Ballingslöv International AB Group (BI) Code of Conduct is based on the core values for corporate trustworthiness, the conducted business with integrity and in compliance with laws and regulations. Dennis & Robinson Limited, trading as Paula Rosa Manhattan, is a member of the Ballingslov group of companies.

BI Code of Conduct applies to our employees and business partners, who we expect to act in line with the Code of Conduct.

We also require our business partners, e.g. suppliers, to impose these requirements with their sub-suppliers etc.

We believe in co-operation and we are willing to work with our business partners to achieve sustainable solutions.

The requirements stated in this Code of Conduct are mainly based on internationally agreed conventions such as the UN Convention Universal Declaration of Human Rights and applicable ILO Conventions, the UN Convention on the Rights of the Child and the principles in the UN Global Compact.

1.General requirements

The business partner shall acknowledge, accept and sign the requirements as stated in this Code of Conduct. We expect the business partner to do the utmost to achieve our standards. We also put great emphasis on transparency and we expect communication to be open, truthful, complete, timely and not in any way misleading.

If the business partner does not comply or show unwillingness to take corrective actions as agreed upon, it will ultimately end the business relationship.

Any material breaches of BI Code of Conduct must immediately be reported to BI management Corporate Governance/HR, see point 4 below.

BI or by BI chosen third party reserve the right to make announced- or unannounced inspection visits at business partner for audit purposes and expect to get access to premises and personnel.

BI expects our business partner, in all their activities, to follow the national laws in the countries in which they operate. Should any requirement in this Code conflict with the national law in any country or territory, the law must always be followed. BI requirements may go beyond the requirements set out in national law.

3.Ethical, environmental and social requirements

3.1 Health & safety

BI expects its business partner to follow all relevant legislations, regulations and directives in the country in which they operate to ensure a safe and healthy workplace.

The workplace shall be ordered such as the well-being and health of the employees are neither jeopardized nor compromised.

3.2 Workers’ rights

Every employee shall be treated with respect and dignity. No use of humiliating or physical punishment is accepted, and no employee shall be subject to physical, sexual, psychological or verbal harassment or abuse.

No employee shall be discriminated against in employment or occupation on the grounds of sex, race, colour, age, pregnancy, sexual orientation, religion, political opinion, nationality, ethnic origin, disease or disability.

All employees have the right to form or join associations of their own choosing, and to bargain collectively.

All employees are entitled to a written employment contract, in the local language, stipulating the employment terms and conditions.

3.3 Forced & bonded labour

We do not accept any forms of forced, prisoned, bonded or involuntary labour in the production of goods or services directly or indirectly for BI.

3.4 Child labour

BI does not accept child labour in any shape or form. The business partner shall comply with the national minimum age for employment, or the age of completion of compulsory education and shall not employ any person under the age of 15.

3.5 Environment

BI expects its business partner to guarantee that any materials used and products produced do comply with legislation and regulations regarding the protection of the environment. The business partner must have the relevant environmental permits and licenses for its operations. On request, the business partner shall provide with applicable data for product information, safety datasheets etc.

Waste

Any waste, and in particular hazardous, must be taken care of in a responsible manner and in accordance with local law, and regulation, related to handling, storage, transportation, recycling and disposal.

Chemicals

Chemicals used must be in compliance with applicable environmental laws and regulations in the country of operation. The business partner shall ensure that workers that purchase, store, handle and use chemicals have the right competence and are adequately trained. The business partner shall store, handle and transport chemicals in a way that prevents emissions to air, ground and water, prevent risks of ignition/explosion and ensure workers health and safety.

Transportation

BI and its business partners shall actively minimize the logistic impact on the environment, within reasonable means.

3.6.Relation with business partners - Ethics

Corruption

BI has a zero tolerance policy on bribery and corruption. BI shall not offer any business partner, direct or indirect, any rewards or benefits in violation of either applicable laws or reasonable and generally accepted business practice.

Advantages

BI employees must not accept payments, gifts, or any other kind of reimbursement from a business partner or third party that could affect or appear to affect their objectivity in their business decisions.

Confidential information

Employees and/or business partners of BI must never disclose confidential company information to any person outside or within the Company, except with a prior permission from BI. Confidential information includes BI financial and commercial relationships, offers, strategies, business partner information, information on business partner capacity, sensitive personnel data, information concerning BI and/or the business carried out within BI and which is not generally known outside the company; in other words, has not been published or otherwise communicated by or through BI.

Cartel

BI strongly objects to any association or cartel agreement intended to control market pricing, salary levels or other business aspects normally ruled by an open market.

4.Reporting non-compliance (whistleblowing)

BI Code of Conduct, group directives and operating procedures are intended to prevent and detect improper - or illegal activities.

Any breach against BI Code of Conduct, shall by business partners or employees, be reported to BI management Corporate Governance/HR open or anonymous:

Business partners and employees:

Corporate Governance/HR

Magnus.hegdal@ballingslov.se
Mobile: +46 766 270 803

If someone for any reason would rather contact the Group CEO or Chairman of the Board, contact details are as below:

CEO Chairman of the Board

anders.wassberg@ballingslov.se
Mobile: +46 734 270 801

martin.svalstedt@stena.com
Mobile: +46 704 855 371

The whistle-blower protection policy creates a safe and confidential environment for business partners and employees to make such reports. This policy governs the reporting and investigation of alleged improper or illegal activities at BI. In accordance with our Code of Conduct we will not tolerate retaliation against a person for making good-faith complaints of improper behaviour.

Confidentiality will be maintained to the full extent permitted by law. All reports are subject to appropriate investigation. It is a breach of the BI Code of Conduct to fail to report a violation or suspected violation that business partners or employees know about or to refuse to cooperate with the investigation of a suspected violation.

Malmö 2016-04-20
Ballingslöv International AB
Business Partner Date