Detailed Conditions
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Janotas & Simões Lda a company incorporated in Portugal under number 3113 whose registered office is at Janotas & Simões Lda , Estrada de Cortegaça, Lote 158 , Fação, Pero Pinheiro 2715-020 Portugal (hereinafter known as the "Supplier").

And The Client

WHEREAS:

A. The Supplier carries on the business of manufacturing and selling the Products.

B. The Client purchases from the supplier, on the terms set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:

1. Definitions and Interpretations

1.1. In this Agreement except where the context otherwise requires, the following terms shall have the following meanings;

"Business Day" means any day on which Janotas & Simoes Lda is open for their full range of normal business;

"Connected Persons" has the meaning given to that expression under Portuguese law;

"Control" has the meaning given to that expression under Portuguese law;

"Document" has the meaning given to that expression under Portuguese law;

"Expert" means a person to whom a reference is made under Sub-Clause 7.1

"Finished Products" means those items as set out in Schedule B.

"Group"means, in relation to any Company, that company and any other company which, at the relevant time, is its Holding Company or Subsidiary, or the Subsidiary of any such Holding Company; and "Member" of a Group has a corresponding meaning;

"Holding Company" has the meanings given to this expression under Portuguese law.

"Intellectual Property"means any patent, registered or unregistered trade mark or service mark, copyright, registered design or unregistered design right, any application for any of the foregoing, any right in respect of technical or commercial information and any other form of protection.

"Products" means those items as set out in Schedule A.

"Quarter" means the period of three months commencing on 1st day of January, each subsequent consecutive period of three months during the continuance of this Agreement and any shorter period ending on its termination; and Quarterly has a corresponding meaning;

"Subsidiary" has the meanings given to this expression under Portuguese law;

"Product Specification"means the specification of the Products set out in Schedule C or any other specification of the Products agreed in writing between the Supplier and the Client from time to time.

"Year" means each period of 365 (or in the case of a leap year, 366) days beginning on 1st day of January 2000 and any anniversary of that date during the continuance of this Agreement.

1.2. Unless the context otherwise requires, each reference in this Agreement to:-

1.2.1. "writing", and any cognate expression, includes a reference to any communication effected by facsimile transmission or similar means;

1.2.2. a "working day" is a reference to any day other than Saturday or Sunday which is not a bank or public holiday in the territory of either party;

1.2.3. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.4. "this Agreement" is a reference to this Agreement and each of the Schedules, as amended or supplemented at the relevant time;

1.2.5. a Schedule is a schedule to this Agreement; and

1.2.6. a clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.

1.3. In this Agreement:-

1.3.1. any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;

1.3.2. any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity;

1.3.3. words importing the singular number include the plural and vice versa; and

1.3.4. words importing any gender include any other gender.

1.4. The headings in this Agreement are for convenience only and shall not affect its interpretation.

2. Sale of the Products

2.1. During the continuance of this Agreement the Supplier shall sell and the Client shall purchase such quantities of the Products as may be ordered by the Client from time to time under Sub-Clause 2.3, subject to the terms and conditions of this Agreement.

2.2. The Client shall place orders with the Supplier for an unspecified quantity of the Products.

2.3.The Client shall give their order to the supplier, ensuring that there is sufficient time to execute that order .

2.4. Orders for the Products shall be given by the Client to the Supplier in writing or, if given orally, shall be confirmed by the Client in writing not more than three days after the order is given by the Client until this occurs the order is deemed not to have been placed

2.5. Whilst the Supplier agrees to take all such steps as may reasonably be required to fulfil its obligations under this Agreement in the normal course, the Supplier shall not be obliged to give the Client any priority over any other Client of the Supplier with regard to the supply or delivery of the Products.

2.6. If the Client's orders for the Products exceed the output capacity or available stocks of the Supplier, the Supplier shall as soon as practicable notify the Client and, without prejudice to Sub-Clause 8.3, the Client shall be entitled to obtain from any other person such quantity of the Products as the Supplier is unable to supply in accordance with the Client's orders, and the Client has had a reasonable time to terminate any alternative arrangements which it may have made with any other person for the supply of the quantity.

3. Conditions of Sale

3.1. All sales of the Products pursuant to this Agreement shall be subject to the standard terms and conditions of sale of the Supplier at the date of this Agreement, except to the extent that:

3.1.1. Any provision of those terms and conditions of sale is inconsistent with any provision of this Agreement, in which event the latter shall prevail; or

3.1.2. The Supplier and the Client agree in writing to vary those terms and conditions of sale.

3.2. The Client shall only use the Products sold to it by the Supplier in the manufacture of Finished Products and, without prejudice to the generality of the preceding words, the Client shall not resell any of the Products in bulk. Should this be relevant.

4. Specification of the Product

4.1. All Products sold by the Supplier to the Client pursuant to this Agreement shall conform in all respects to the Specification; and, subject to the provisions of Sub-Clauses 5.4 and 5.5, the Client shall be entitled to reject any quantity of the Products which are not in accordance with the Specification.

4.2. Any quantity of the Products supplied by the Supplier pursuant to this Agreement shall be deemed not to comply with the Specification to which it is ordered if the Products are not capable of producing, by using normal commercial manufacturing techniques, Finished Products of equivalent specification to Finished Products produced by using those techniques from Products supplied by other Suppliers.

4.3. The Supplier shall consult with the Client from time to time during the continuance of this Agreement in order to ensure that the Specification of the Products to be sold by the Supplier to the Client is acceptable to both parties, but the Supplier shall not be obliged to agree to any change to the Specification requested by the Client.

5. Manufacture and Delivery of the Product

NB: THE SUPPLIER CANNOT BE HELD RESPONSIBLE FOR FAILURE TO DELIVER ON TIME CAUSED BY PROVEN CIVIL OR INDUSTRIAL UNREST IN ANY AREAS BETWEEN THE POINT OF MANUFACTURE AND DELIVERY. PROOF WOULD BE BY MENTION OF IT BY THE NATIONAL BROADCASTER IN THE COUNTRY IN WHICH THAT UNREST OCCURS.

5.1. The Supplier shall use all reasonable endeavours to manufacture and maintain sufficient stocks of the Products to fulfil its obligations under this Agreement.

5.2. The Supplier shall use all reasonable endeavours to deliver each of the Client's orders for the Products on the date specified in the order, but the time of delivery shall not be of the essence and if, despite those endeavours, the Supplier shall not be deemed to be in breach of this Agreement or have any liability to the Client unless and until the Client has given 7 days written notice to the Supplier requiring the delivery to be made and the Supplier has not fulfilled the delivery within the period.

5.3. Delivery of the Products shall take place at the Supplier's premises at , Estrada de Cortegaça, Lote 158 , Fação, Pero Pinheiro 2715-020 Portugal but the Supplier shall at the Client's request arrange for suitable transport to the Client's premises where ever they may be (or such other premises as the Client may notify to the Supplier from time to time) and arrange insurance therefore, in which case the costs of transport and insurance shall be borne by the Client.

5.4. The Client shall, within 24 hours of the arrival of each delivery of the Products at the Client's premises, notify the Supplier in writing of any defect by reason of which the Client alleges that the Products delivered are not in accordance with the Specification and which should be apparent on reasonable inspection.

5.5. If the Client rejects any delivery of the Products which are not in accordance with the Specification, the Supplier shall within twenty one days of being requested to do so by the Client supply replacement Products which are in accordance with the Specification (in which event the Supplier shall not be deemed to be in breach of this Agreement or have any liability to the Client) or shall notify the Client that it is unable to do so, whereupon (without prejudice to Sub-Clause 8.3) the Client shall be entitled to obtain from any other person such quantity of the Products as the Supplier has been unable so to supply, and that quantity shall be deemed for the purposes only of Sub-Clause 2.2 to have been ordered from the Supplier.

5.6. If there is any difference of opinion between the parties as to whether any Products supplied by the Supplier are in accordance with the Specification the matter shall, at the request of either the Supplier or the Client, be determined by an Expert.

5.7. Risk in and responsibility for the Products shall pass to the Client once they are loaded on to transport at the Supplier's premises.

6. Price of the Products

NB: ANY PRICE GENERATED FROM OUR INTERNET SITE IS FOR GUIDANCE ONLY IT IS AN ESTIMATE AND NOT A QUOTATION. BINDING QUOTATIONS CAN BE GIVEN ON REQUEST AND ON RECEIPT OF DRAWINGS .

6.1. Subject to the following provisions of this clause, the price of each type of the Products shall be the Supplier's ex-factory price for those Products.

6.2 The Supplier shall be entitled to increase its ex-factory prices for the Products at the end of each Year, or more frequently if the Supplier, at its sole discretion, considers the same to be justified by any material increase in the prices of raw materials used by the Supplier in the manufacture of the Products, and the Supplier shall promptly notify the Client of any such increase.

6.3. The Supplier shall be entitled to increase the price for the Products to cover extra expense as a result of the Client's instructions or lack of instructions.

6.4. The price for the Products shall be exclusive of:

6.4.1. Any costs of packaging, carriage and insurance of the Products; and

6.4.2. Any value added tax or other applicable sales tax or duty, which shall be added to the sum in question.

6.5. The Client shall be entitled to the Supplier's standard discount for prompt payment pursuant to its standard terms and conditions of sale, if applicable.

6.6. If at any time during the continuance of this Agreement the price for the Products (or where there is more than one type of Products, for any type of them), as calculated in accordance with the foregoing provisions, exceeds the lowest ex-factory price (net of all discounts, allowances and other deductions from the Supplier's ex-factory list price) at which the Supplier offers equal or lesser quantities of the Products (or the type of Products in question) to any of its other Clients, the price charged to the Client under this Agreement shall, upon receipt by the Supplier of a written request from the Client together with supporting evidence, be reduced, for all deliveries of the Products after the date of that request, to that lowest net ex-factory price for so long as it continues to apply, but upon its ceasing to apply the price for the Products under this Agreement shall revert to that calculated in accordance with the foregoing provisions (subject to any further application of this provision).

6.7. All goods must be paid for in full prior to delivery other than by prior agreement .

6.8. If either party fails to pay on the due date any amount which is payable to the other under this Agreement then without prejudice to clause 8.3:

6.8.1. That amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at 2% per cent per annum over Barclays Bank Lda base rate from time to time; and

6.8.2. In the case of an amount due from the Client, the Supplier shall be entitled to suspend deliveries of the Products until the outstanding amount has been received by the Supplier from the Client.

7. Expert Determination

7.1. Where under any provision of this Agreement any matter is to be determined by an Expert, the matter shall be referred at the instance of either party such person as may be appointed by agreement between the parties or, in default of agreement, selected in accordance with the rules of the Commercial Rules of the British Arbitration Association.

7.2. Any person to whom a reference is made under Sub-Clause 7.1 shall act as an expert and not as an arbitrator and shall be entitled to appoint such technical expert or experts as he considers necessary to assist him in determining the matter referred to him. The decision of the Expert (which shall be given by him in writing stating his reasons therefore) shall be final and binding on the parties.

7.3. Each party shall provide any Expert with such information as he may reasonably require for the purposes of his determination; if either party claims any such information be confidential to it then, provided that in the opinion of the Expert that party has properly claimed the same as confidential, the Expert shall not disclose the same to the other party or to any third party.

7.4. The costs of any Expert (including the costs of any technical expert appointed by him) shall be borne in such proportions as the Expert may determine to be fair and reasonable in all the circumstances or, if no such determination is made by the Expert, by the parties in equal proportions.

8. Duration and Termination

8.1. This Agreement shall come into force from payment of deposit or receipt of written instructions and, subject to earlier termination pursuant to Sub-Clauses 8.2, 8.3 or 8.4 below, shall continue in force until delivery is effected and payment made in full.

8.2. Once an order is placed and deposit paid it cannot be altered other than by consent of the supplier.

8.3. Either party may forthwith terminate this Agreement by giving written notice to the other party if:-

8.3.1. any sum owing to that party by that other party under any of the provisions of this Agreement is not paid within 1 day of the due date for payment;

8.3.2. that other party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 7 days after being given written notice giving full particulars of the breach and requiring it to be remedied;

8.3.3. an encumbrancer takes possession, or where that other party is a company, a receiver is appointed, of any of the property or assets of that other party;

8.3.4. that other party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order , liquidation or bankruptcy.

8.3.5. that other party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of amalgamation or re-construction and in such a manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);

8.3.6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party;

8.3.7. that other party ceases, or threatens to cease, to carry on business; or

8.3.8. control of that other party is acquired by any person or Connected Persons not having control of that other party on the date of this Agreement.

8.4. For the purposes of Clause 8.3.2, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence).

8.5. The rights to terminate this Agreement given by this Clause 8 shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

9. Effects of Termination

9.1. Upon the termination of this Agreement for any reason:-

9.1.1. any sum owing by either party to the other under any of the provisions of this Agreement shall be immediately payable;

9.1.2. each party shall consent to the cancellation of any formal licence in respect of any rights granted to it, or of any record of it in any register, under or pursuant to this Agreement;

9.1.3. any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and

9.1.4. subject as provided in this Clause 9 and except in respect of any accrued rights, neither party shall be under any further obligation to the other.

10. Assignment

10.1. The Supplier shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement through any other company which at the relevant time is its holding company or subsidiary or the subsidiary of any such holding company, and any act or omission of any such company shall for the purposes of this Agreement be deemed to be the act or omission of the Supplier.

10.2. Subject to the Client's consent (which shall not be unreasonably withheld) the Supplier shall be entitled to carry out its obligations under this Agreement through any agents or sub-contractors appointed by it in its absolute discretion for that purpose.

10.3. Except as provided in Sub-Clauses 10.1.1 and 10.1.2 the Supplier may not, without the pervious written consent of the Client, assign, sub-contract, license or in any way dispose of its rights or obligations under this Agreement.

11. Force Majeure

11.1. For the purposes of this Agreement "Force Majeure" means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock-out or other form of industrial action).

11.2. If any Force Majeure occurs in relation to either party which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the other party as to the nature and extent of the circumstances in question.

11.3. Neither party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to other, by reason of any delay in performance, or the non-performance, of any of its obligations under this agreement and (other than as to payment) to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.

11.4. If the performance by either party of any of its obligations under this Agreement is prevented or delayed by Force Majeure for a continuous period in excess of 14 days , the parties shall enter into discussions with a view to agreeing upon such alternative arrangements as may be fair and reasonable or the other party shall be entitled to terminate this Agreement by giving 7 days written notice to the party so affected.

12. Nature of Agreement

12.1. Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other Member of its Group, provided that any act or omission of that other Member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question.

12.2. Subject to Clause 10.1 this Agreement is personal to the parties and neither party may assign, mortgage, or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other party.

12.3. This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

12.4. Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.5. No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

12.6. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

13. Costs

13.1. Subject to any express provisions to the contrary each party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

14. Notices and Service

14.1. Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:-

14.1.1.delivering it by hand;

14.1.2.sending it by pre-paid registered post; or

14.1.3.sending it by facsimile transmission or comparable means of communication;

to the other party at the address given in Clause 14.4.

14.2. Any notice or information given by post in the manner provided by Clause 14.1.2 which is not returned to the sender as undelivered shall be deemed to have been given 7 days after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

14.3. Any notice or information sent by facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Clause 14.1.2 to the other party at the address given in Clause 14.4 within 24 hours after transmission.

14.4. Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time.

15. Set Off

15.1. The Client shall not be entitled to withhold payment of any sums after they become due to reason of any right of set-off or counterclaim which the Client may have or allege to have or for any other reason whatsoever.

16. Miscellaneous

16.1. Each party shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.

16.2. Neither party shall make or procure or permit any other person to make any press or other public announcement concerning any aspect of this Agreement without first obtaining the agreement of the other party to the text of that announcement.

16.3. This Agreement may be executed in a number of counterparts and shall come into force once each party has executed such a counterpart in identical form once each party has executed such a counterpart in identical form and exchanged the same with the other party.

17. Relationship of the Parties

17.1. Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties.

18. Applicable Law and Jurisdiction

18.1. Portuguese law shall apply to the whole of this Agreement.

18.2. The parties hereby agree to the non-exclusive jurisdiction of the Portuguese Courts.

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