Supply Agreement

4.1 This Agreement shall commence on the date first written above and continue in effect until terminated by either party in accordance with the provisions of this Agreement.

4.2 Buyer may terminate this Agreement at any time by providing written notice to Supplier at least 30 days prior to the desired termination date.

4.3 Notwithstanding the termination of this Agreement, the provisions of this Agreement that are intended to survive such termination, including but not limited to confidentiality, indemnification, non-solicitation, and dispute resolution, shall remain in effect for a period of three years following the termination of this Agreement.

5.1 The price for the Deliverables shall be as specified in the Purchase Orders or as otherwise agreed in writing by the parties.

5.2 Payment terms shall be 30 days from the date of Supplier's invoice, unless otherwise agreed in writing.

5.3 Buyer shall be entitled to any discounts for early payment as specified in the Purchase Orders.

7.1 Supplier warrants that all Deliverables supplied under this Agreement shall be free from defects in material and workmanship and shall conform to the specifications provided by Buyer.

7.2 These warranties shall be in addition to any warranties provided by law.

8.1 Supplier shall indemnify, defend, and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses arising out of or in connection with Supplier's breach of this Agreement, negligence, or wilful misconduct.

8.2 The parties acknowledge that Buyer is required under its insurance arrangements to retain the right to recover losses from third-party suppliers in respect of defective goods, services, or materials.

8.3 Accordingly, the Supplier shall not include in any agreement with Buyer (including quotations, acknowledgements, or other documents) any term that has the effect of excluding or limiting Buyer’s right to bring a claim for breach of contract, negligence, or any other cause of action under the ordinary process of law.

8.4 Any attempt by Supplier to exclude or limit such rights of recovery — including, without limitation, through any limitation of liability or exclusion of consequential loss clauses — shall be of no effect unless expressly agreed in writing by a Director of Buyer.

8.5 Nothing in this Agreement shall operate to limit Buyer’s rights of recovery against Supplier, except to the extent required by law or as explicitly agreed in this Agreement.

9.1 Except for Supplier's indemnification obligations under Section 8, Supplier's breach of its warranties under Section 7, and any damages arising from Supplier's gross negligence, wilful misconduct, or fraud, in no event shall Supplier's total liability arising out of or related to this agreement exceed £500,000.

9.2 Notwithstanding the foregoing, Supplier shall be liable for all direct damages, including but not limited to, the costs of cover or replacement, incurred by Buyer as a result of Supplier's breach of this agreement. Supplier shall also be liable for any indirect, incidental, special, consequential, or punitive damages if such damages are a direct result of Supplier's gross negligence, wilful misconduct, or fraud.

9.3 Buyer shall not be liable to Supplier for any indirect, incidental, special, consequential, or punitive damages, whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages.

10.1 Return Policy: Supplier shall accept returns of Deliverables that do not meet the specifications, are defective, or are otherwise non-conforming. Supplier shall bear all costs associated with the return, including shipping and handling. Returns must be processed within 14 days of Buyer's notification of the defect or non-conformance. Supplier shall provide a full refund or replacement, at Buyer's discretion, within reasonable time after having received the returned Deliverables.

10.2 Recalls: In the event of a recall of any Deliverables, Supplier shall be responsible for all costs and expenses associated with such recall. This includes, but is not limited to, shipping, handling, notification costs, and any other expenses incurred by Buyer or its customers as a result of the recall. Supplier shall promptly notify Buyer of any recall and shall coordinate all recall activities with Buyer to ensure a timely and effective recall process.

11.1 Supplier shall maintain a quality management system that complies with industry standards and ensure that all Deliverables meet or otherwise exceed the quality requirements specified by Buyer.

11.2 Buyer reserves the right to audit Supplier's facilities, procedures, and records to ensure compliance with this Agreement and the quality requirements.

12.1 Each party agrees to keep confidential and not to disclose to any third party any confidential or proprietary information of the other party disclosed in connection with this Agreement, except as required by law or with the prior written consent of the disclosing party.

12.2 The obligation of confidentiality does not apply to information which (a) is or becomes public knowledge other than by breach of this clause; (b) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; (c) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (d) is independently developed without access to the confidential information.

12.3 Supplier shall not, without the prior written consent of Buyer:

1. Make any public announcement or disclosure regarding the existence or subject matter of this Agreement;
2. Use Buyer’s name, logo, trademarks, or other identifiers in any advertising, marketing, promotional materials, case studies, press releases, or social media posts;
3. Claim or imply any endorsement by Buyer.

This restriction shall survive the termination or expiry of this Agreement.

13.1 All intellectual property rights arising from the Deliverables, including but not limited to patents, trademarks, copyrights, and trade secrets, shall be owned by Buyer. This includes any intellectual property developed by Supplier specifically for Buyer under this Agreement or any Purchase Orders issued under this Agreement.

13.2 If any intellectual property developed by Supplier during the course of this Agreement is to be owned by Buyer, Supplier hereby assigns and transfers to Buyer all rights, title, and interest in and to such intellectual property. Supplier further agrees to execute any documents and take any actions necessary to perfect such assignment and transfer. Supplier hereby irrevocably waives, and shall ensure that its personnel waive, any moral rights in the intellectual property assigned under this Agreement to the fullest extent permitted by law.

13.3 Supplier grants Buyer a perpetual, irrevocable, royalty-free, worldwide, non-exclusive licence (with the right to sublicense) to use, modify, and exploit any Supplier pre-existing intellectual property incorporated into the Deliverables, but only to the extent necessary for Buyer to receive full benefit and use of the Deliverables as intended.

13.4 Upon termination or expiration of this Agreement, or upon Buyer's request at any time, Supplier shall promptly destroy or return to Buyer all materials, documents, or other tangible items containing or embodying Buyer's intellectual property, including all copies thereof. Supplier shall certify in writing that such destruction has been completed within 30 days of the request.

13.5 Supplier warrants that the Deliverables and any related intellectual property provided under this Agreement do not and will not infringe upon any third-party intellectual property rights. Supplier shall indemnify, defend, and hold harmless Buyer from and against any and all claims, liabilities, damages, losses, and expenses arising out of or in connection with any claim that the Deliverables or related intellectual property infringe upon any third-party intellectual property rights.

14.1 Supplier guarantees the timely and complete performance of all obligations under this Agreement and any Purchase Order. Supplier shall perform the Deliverables in accordance with the highest industry standards and best practices.

14.2 In the event of any delay or failure to perform, Supplier shall promptly notify Buyer in writing, providing detailed reasons for the delay or failure and an anticipated timeline for resolution. Supplier shall take all necessary measures to remedy the situation at no additional cost to Buyer, including but not limited to expediting shipping. Failure to meet the agreed timeline may result in penalties as outlined in Section 23.

15.1 Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement and fails to cure such breach within 14 days after receipt of written notice of the breach.

15.2 If delays exceed the maximum allowable period specified in Section 23, or if Supplier otherwise fails to meet any delivery or performance deadline where time is of the essence under this Agreement, Buyer may treat such failure as a material breach and terminate the relevant Purchase Order or this Agreement immediately upon written notice, without prejudice to any accrued penalties or other rights and remedies available at law or in equity

15.3 Buyer may terminate this Agreement for convenience upon 30 days' written notice to Supplier.

16.1 During the term of this Agreement and for a period of 12 months thereafter, Supplier shall not, without Buyer’s prior written consent, directly provide similar Deliverables to any client or customer of Buyer where (a) such client or customer became known to Supplier solely through its engagement with Buyer, and (b) such supply would reasonably be considered to result in a conflict of interest or competitive harm to Buyer.

16.2 Nothing in this Agreement restricts Supplier’s general right to conduct business, but Supplier agrees not to use any confidential information or Buyer-specific specifications to solicit or compete for business with Buyer’s clients or competitors.

16.3 Supplier shall promptly notify Buyer in writing of any engagements or plans that may reasonably give rise to a conflict of interest or competitive concern.

17.1 Supplier agrees that during the term of this Agreement and for a period of one year thereafter, it will not, without the prior written consent of Buyer, directly or indirectly: a. Solicit or induce, or attempt to solicit or induce, any employee or contractor of Buyer to terminate their employment or engagement with Buyer; b. Employ, hire, or engage, or attempt to employ, hire, or engage, any individual who is, or within the preceding 12 months was, an employee or contractor of Buyer; c. Solicit, induce, or attempt to solicit or induce any client, customer, or business partner of Buyer to reduce or cease doing business with Buyer or to divert business away from Buyer.

17.2 Supplier agrees to notify Buyer immediately upon becoming aware of any potential breaches of this Non-Solicitation clause.

18.1 Supplier shall, at its own expense, maintain throughout the term of this Agreement (and for at least two years following its expiry or termination) the following minimum levels of insurance with reputable insurers:

a. Public and Product Liability Insurance: not less than £1,000,000 per claim;

b. Professional Indemnity Insurance (if applicable): not less than £1,000,000 per claim;

c. Employers’ Liability Insurance as required by law.

18.2 All insurance policies shall:

a. Be issued by insurers with an AM Best rating of B+ or equivalent;

b. Name Buyer as an additional insured where applicable to the nature of the Deliverables;

c. Include waivers of subrogation in favour of Buyer, where permitted by law.

18.3 Supplier shall provide certificates of insurance evidencing compliance with these requirements upon request by Buyer.

18.4 If Supplier fails to maintain the required insurance, Buyer may, at its discretion, obtain such coverage on behalf of Supplier and recover the associated costs from Supplier.

19.1 The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between them.

20.1 Supplier shall not subcontract any portion of its obligations under this Agreement without the prior written consent of Buyer.

20.2 Supplier shall remain fully responsible for the performance of any approved subcontractors.

20.3 Supplier shall ensure that all subcontractors engaged in connection with this Agreement are bound by obligations substantially similar to those set out in this Agreement, including but not limited to confidentiality, intellectual property, insurance, and compliance with the Supplier Code of Conduct.

21.1 Supplier shall provide Buyer with all necessary training and support for the use of the Deliverables, as specified in the Purchase Orders.

22.1 Supplier agrees to comply with Buyer’s Supplier Code of Conduct (given as Appendix I), which sets forth the minimum standards for ethical, social, environmental, and quality performance.

22.2 The Supplier Code of Conduct is hereby incorporated by reference into this Agreement, and Supplier acknowledges having received, read, and understood it.

23.1 If Supplier fails to deliver the Deliverables within the delivery date specified in the relevant Purchase Order, and such delay is not excused under Section 28 (Force Majeure) or caused by Buyer-approved changes under Section 26, Buyer shall be entitled to claim liquidated damages as a genuine pre-estimate of its losses, equal to 1 % of the total Purchase Order value per calendar day of delay, up to a maximum of 15 %. The parties acknowledge that time is of the essence in respect of such delivery obligations.

23.2 Buyer reserves the right to offset any penalties against amounts owed to Supplier under this Agreement.

23.3 If delays exceed 15 calendar days, Buyer may terminate the relevant Purchase Order under Section 15.2 or impose penalties for the period up to termination.

23.4 Specific incentives for early or superior performance may be detailed in the relevant Purchase Order or agreed upon in writing.

23.5 Without prejudice to any other rights or remedies, if Supplier fails to deliver the Deliverables within six (6) weeks after the agreed delivery date (excluding excused delays under Section 28), Buyer shall be entitled to a full refund of any amounts already paid for the affected Deliverables, and may, at its discretion, cancel the relevant Purchase Order without liability. This right is in addition to any penalties or damages otherwise recoverable under this Agreement.

24.1 Supplier shall comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR), and ensure the confidentiality and security of any personal data processed in connection with this Agreement.

25.1 The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement, including but not limited to confidentiality, indemnification, intellectual property, and governing law, shall so survive.

26.1 Any changes to the scope, specifications, or terms of this Agreement or any Purchase Order must be agreed upon in writing by both parties through a formal change order process.

26.2 Supplier shall not implement any changes without the prior written consent of Buyer.

27.1 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

28.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including acts of God, war, strikes, labour disputes, embargoes, government orders, or any other force majeure event.

29.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

29.2 Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall first be resolved through good faith negotiations between the parties. If such negotiations do not resolve the dispute within 30 days, the parties agree to attempt to resolve the dispute through mediation administered by the Centre for Effective Dispute Resolution (CEDR) or a mutually agreed body. If mediation does not resolve the dispute within 30 days of appointment of a mediator, either party may pursue available remedies in the courts of England and Wales, which shall have exclusive jurisdiction.

29.3 Continued Performance: During the resolution of any dispute, the parties shall continue to perform their respective obligations under this Agreement unless and until this Agreement is terminated in accordance with its terms.

At Hooper Quinn ("Company"), we are committed to conducting our business ethically, responsibly, sustainably, and to the highest standards of quality. We expect our suppliers to share this commitment and in so doing to operate in compliance with this Supplier Code of Conduct ("Code"). This Code outlines the minimum standards that our suppliers must adhere to in order to ensure a mutually beneficial and ethical business relationship.

1.1 General Compliance: Suppliers must comply with all applicable laws, regulations, and industry standards in the countries in which they operate, including but not limited to those relating to labour, health and safety, the environment, and anti-corruption.

1.2 Licenses and Permits: Suppliers shall obtain and maintain all necessary licenses, permits, and approvals required for their operations and shall provide evidence of such upon request.

2.1 Anti-Corruption and Bribery: Suppliers shall not engage in any form of bribery, corruption, extortion, or embezzlement. This includes offering, giving, receiving, or soliciting any improper payments or inducements, whether directly or indirectly, to or from any individual, company, or public official in connection with their business dealings.

2.2 Fair Competition: Suppliers shall conduct their business in compliance with all applicable fair competition and anti-trust laws. Suppliers must not engage in any anti-competitive practices, including collusion, price fixing, or abuse of market power.

2.3 Confidentiality: Suppliers must protect all confidential information obtained through their business relationship with the Company and not disclose it to any third parties without the prior written consent of the Company. This obligation extends beyond the termination of the supplier relationship.

3.1 Freely Chosen Employment: Suppliers shall not use forced, bonded, or involuntary labour, including prison labour, indentured labour, or any form of human trafficking. Workers must be free to leave employment after giving reasonable notice and must not be required to surrender any government-issued identification, passports, or work permits as a condition of employment.

3.2 Child Labour: Suppliers shall not employ workers under the legal age for employment as defined by local laws and shall comply with international standards on child labour, including those set forth by the International Labour Organization (ILO). Suppliers shall implement appropriate mechanisms to verify the age of their workers.

3.3 Non-Discrimination: Suppliers shall provide a workplace free from harassment and discrimination. Decisions regarding hiring, compensation, access to training, promotion, termination, or retirement must be based on the worker’s ability and not on personal characteristics such as race, age, gender, sexual orientation, ethnicity, disability, religion, political affiliation, or marital status.

3.4 Modern Slavery: Suppliers shall proactively work to prevent modern slavery, including forced labour, human trafficking, and child labour, within their operations and supply chains, and are obliged to comply with all applicable laws, statutes and regulations relating to slavery and human trafficking, including but not limited to the Modern Slavery Act 2015.

4.1 Suppliers shall provide a safe and healthy working environment for their employees, complying with all applicable health and safety laws and regulations. This includes ensuring that facilities are safe, hygienic, and fit for purpose.

4.2 Suppliers shall implement procedures and safeguards to prevent workplace hazards and ensure the well-being of their employees.

5.1 Compliance: Suppliers shall comply with all applicable environmental laws and regulations.

5.2 Environmental Impact: Suppliers shall work to minimise environmental impact by reducing waste, emissions, and hazardous materials.

5.3 Sustainable Practices: Suppliers shall implement sustainable practices, conserving resources such as water and energy.

5.4 Corporate Social Responsibility (CSR): Suppliers shall engage in ethical practices, look to contribute to local communities, and ensure responsible sourcing.

5.5 Transparency: Suppliers shall maintain transparency in their environmental and CSR efforts, providing relevant data upon request.

6.1 Suppliers must adhere to the highest quality standards in the industry, ensuring that all products and services supplied to the Company meet the specified requirements and expectations.

6.2 Suppliers shall implement and maintain effective quality management systems that comply with industry standards to consistently meet or exceed the Company's quality expectations.

6.3 Suppliers shall conduct regular inspections and tests to ensure the quality of their products and services and provide documentation of such inspections and tests to the Company upon request.

6.4 Suppliers shall promptly address and rectify any quality issues identified by the Company or through their own internal processes.

7.1 Compliance Systems: Suppliers shall establish and maintain management systems to ensure compliance with all applicable laws, regulations, and standards.

7.2 Regular Audits: Suppliers shall conduct regular internal and external audits to ensure adherence to legal and regulatory requirements and implement corrective actions as necessary.

8.1 Suppliers shall ensure that their own suppliers and subcontractors adhere to the standards outlined in this Code. This includes conducting due diligence and monitoring compliance within their supply chains.

9.1 Suppliers shall maintain accurate and complete records to demonstrate compliance and provide such documentation to the Company upon request.

9.2 Suppliers shall promptly report any non-conformities to this Code or applicable laws and regulations to the Company.

9.3 Suppliers shall implement mechanisms for employees and stakeholders to report concerns or violations confidentially and without fear of retaliation.

10.1 Suppliers are encouraged to continuously improve their practices and work towards higher standards of ethical, social, environmental, and quality performance.

By entering into a Supply Agreement with Hooper Quinn, the Supplier acknowledges that they have received, read, and understood this Supplier Code of Conduct and agree to comply with its provisions. The Supplier also agrees to communicate the requirements of this Code to their employees, agents, and subcontractors and to ensure that they comply with its standards.