AXA UK Standard Conditions of Purchase

Version 1.0

In relation to the supply of Goods and Services specified in the applicable Purchase Order and ordered by the Customer, the following sets out the conditions of purchase.

Definitions and Interpretation

In this Contract the following words shall have the following meanings:

'Anti-Corruption Laws' has the meaning given to it in clause 11.1.1.

‘Business Day(s)’ means any day other than a Saturday, Sunday or bank or other public holiday in England.

‘Contract’ means the combination of either an applicable Purchase Order plus these AXA UK Standard Conditions of Purchase, or an applicable Purchase Order and Framework Agreement, as appropriate, pursuant to clause 2.2.

‘Customer’ means the person(s) or company(ies) so set-out within the Purchase Order, or in the absence of any such nominated person(s) or company(ies), shall mean AXA UK plc.

'Data Protection Law' means any applicable law and regulatory requirements relating to the processing, privacy and use of personal data, including (i) Regulation (EU) 2016/679 (General Data Protection Regulation) ("GDPR") or any corresponding or equivalent national laws or regulations; (ii) any codes of practice, codes of conduct, regulatory guidance and standard clauses and other related legislation resulting from such Directive or Regulation, as updated from time to time, and (iii) any relevant case law, court order, judgment or decree under applicable law and regulatory requirements.

‘Delivery Address’ means the address for delivery of the Goods and/or the performance of the Services, as specified in the applicable Purchase Order.

‘Delivery Date’ means the date specified in the Purchase Order when the Goods are to be delivered and/or the performance of the Services are to commence.

‘Dispute Resolution Procedure’ means that as set out in clause 14.

‘Goods’ means the goods (if any) specified in the Purchase Order.

‘Framework Agreement’ means any existing agreement separate to these AXA UK Standard Conditions of Purchase, specifically negotiated by the Customer and Supplier for the supply of Goods or Services as detailed in the Purchase Order.

'Intellectual Property Right' means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

‘P2P Portal' has the meaning given to it in clause 5.4 below.

'Purchase Order’ means the Customer’s Purchase Order which forms part of this Contract.

‘Price’ means the price of the Goods and/or the charge for the Services.

‘Services’ means the services (if any) described in the Purchase Order.

‘Specification’ includes any plans, drawings, data, designs, other documents including any invitation to tender, representations made by either party or other information relating to the provision of the Goods and/or Services, including as set out within the Framework Agreement (if applicable).

‘Supplier’ means the person or company so described in the Purchase Order who will provide the Goods and/or Services to the Customer.

Any reference in this Contract to a statute or statutory provision includes a reference to that statute or statutory provision as amended, re-enacted or extended from time to time.

The headings are for convenience only and shall not affect their interpretation or construction of the Contract.

The singular shall include the plural and vice versa and reference to persons shall include reference to legal persons as well as to natural persons.

Appointment of the Supplier

The Supplier shall provide the Goods and/or perform the Services in accordance with this Contract. The Purchase Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier subject to the terms of this Contract. The Purchase Order will automatically expire unless accepted by the Supplier within 30 days of its date.

If a Framework Agreement exists between the Customer and the Supplier, the Contract shall comprise of the Purchase Order, and, in order of precedence, the Framework Agreement and these AXA UK Standard Conditions of Purchase. For the avoidance of doubt, where any provisions in these AXA UK Standard Conditions of Purchase conflict with any provisions in the Framework Agreement, the provisions set out in the Framework Agreement shall take precedence.

Where there is no existing Framework Agreement, the Contract applicable to the purchase of Goods and/or Services by the Customer from the Supplier shall comprise these AXA UK Standard Conditions of Purchase and no other standard terms and conditions shall apply or take precedence.

Any variation to this Contract must be agreed in writing between the Customer and the Supplier.

Specifications

The Supplier shall provide the Goods and/or Services in accordance with the criteria set out in the Purchase Order and any applicable Specifications in accordance with this Contract.

Title to the Specification, Goods and/or results of the Services and all Intellectual Property Rights in the same, shall vest in and be owned by the Customer on delivery (without prejudice to any right of rejection which the Customer may have under the Contract or by law) unless payment has already been made in which case title and such Intellectual Property Rights shall pass upon payment. The Supplier hereby assigns all such Intellectual Property Rights to the Customer absolutely and agrees to do all such acts and execute all such documents as may be required by the Customer to perfect the Customer’s ownership of such Intellectual Property Rights. To the extent that the Supplier is a licensee or is not able to assign the Intellectual Property Rights to the Customer absolutely, it shall procure for the Customer the unrestricted right to use the Goods and/or Services and any results of the same. The Supplier shall not disclose the Specification to any third party without the prior consent of the Customer.

Price of the Goods and Services

The Price of the Goods and/or the Services shall be as stated in the Purchase Order and, unless otherwise so stated, shall be:

exclusive of any applicable value added tax (which shall be payable by the Customer subject to receipt of a valid VAT invoice); and

inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax and expenses payable in respect of or referable to the Goods and/or Services.

No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of the Customer.

The Customer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier.

Terms of payment

In all cases, the Supplier should not commence the provision of Goods or Services until a Purchase Order pertaining to such Goods and Services has been issued by the Customer to the Supplier.

In consideration of the provision of the Goods and/or Services by the Supplier in accordance with this Contract, the Supplier shall be entitled to invoice the Customer on or at any time after delivery of the Goods and/or performance of the Services, and each valid invoice, delivery note, advice note and other correspondence relating to the Purchase Order shall quote : i) the number of the Purchase Order, ii) a brief description of the Goods and/or Services provided, iii) Suppliers registered name, address, VAT number and iv) bank details to be used for payment.

In the event that the Supplier fails to comply with the provisions of this clause 5 in respect of the submission of invoices, the Supplier acknowledges that such failure may lead to the payment of invoices being delayed or being refused.

Unless subject to a bonafide dispute, (in which case the Customer shall only be required to pay any undisputed sums under the invoice and the parties shall seek to reach settlement of the disputed items, including in accordance with the Dispute Resolution Procedure if such dispute is initially unresolved between pertinent representatives of each party), the Customer shall pay such invoices within 30 days of receipt of a valid invoice or after acceptance of the Goods or Services in question by the Customer, or on the date specified in the Purchase Order (providing the payment is due), or as otherwise agreed by the Customer in writing (including according to the terms of a Framework Agreement), whichever is the later.

Customer will have the right to retain any payments under this Contract that would otherwise be due to the Supplier where it disputes, in good faith, that the Supplier has not properly performed its obligations under this Contract.

The Customer shall be entitled to set off against the Price any sums owed to the Customer by the Supplier.

The issuing of Purchase Orders and processing of Supplier invoices shall be administered electronically using the portal of the Customer's electronic purchase to pay system (as at the date of the Purchase Order, provided by Coupa Software Inc (www.coupa.com)) (the ‘P2P Portal’). The nomination of the P2P Portal will be subject to change by the Customer from time to time. As and when, the Customer's representatives will provide reasonable notice to the Supplier of significant changes to the nominated P2P Portal to be used and registered on.

Where the Supplier has previously subscribed to the P2P Portal, Purchase Orders will be electronically transferred via the same system from the Customer to the Supplier.

The Supplier shall submit all invoices in electronic format to Customer via the P2P Portal, having properly pre-registered as a Supplier to Customer on the same P2P Portal.

The Supplier shall adhere to the P2P Portal terms of use and in no event shall the Customer be responsible for the payment of any charges arising (if any) due to the implementation, use or misuse of the P2P Portal by the Supplier.

Customer shall be entitled to rely on the bank account details as provided by the Supplier when it registered on the P2P Portal so as to effect payment of invoices due. In the event that such bank account details are incorrect and the inaccuracy results in Customer effecting payment to an incorrect bank account, Customer accepts no liability or responsibility for recovery of such sums and shall not be required to make any additional payments.

In the event the Supplier wishes to change its bank details, as registered on the P2P Portal, the Supplier shall notify Customer in writing of such changes so that Customer may update the P2P Portal. Customer reserves its right to check the validity of proposed changes to Supplier bank details and this may take a few days.

Delivery and performance

It is a condition of this Contract that the Goods shall be delivered to the Delivery Address on the Delivery Date and/or the Services shall be performed at such a place and within the period stated in the Purchase Order (or otherwise as agreed between the parties), in either case during the Customer’s usual business hours, or at such other time or between such other times as may be agreed by the parties.

Time is of the essence; if the Supplier does not deliver the Goods or provide Services by the time specified by the Customer or otherwise in accordance with the Order, the Customer, in addition to its other rights, has the right to cancel the Contract and shall not be responsible for any of the Supplier’s costs.

In the event that no such Delivery Date is specified, then the Supplier shall perform its obligations within a reasonable time.

Where the date of delivery of the Goods or of performance of the Services is to be specified after the placing of the Purchase Order, the Customer shall give the Supplier reasonable notice of the specified date.

A packing note quoting the number of the Purchase Order must accompany each delivery or consignment of the Goods and must be displayed prominently.

If the Goods are to be delivered, and/or the Services are to be performed, by installments, the Contract will be treated as a single contract and not severable.

The Customer shall be entitled to inspect and test the Goods to its satisfaction prior to delivery and acceptance.

The Customer shall be entitled to reject any Goods delivered which are not in accordance with the Contract and/or the Specification, and shall not be deemed to have accepted any Goods until the Customer has had a reasonable time to inspect them following delivery or within a reasonable time after any latent defect in the Goods has become apparent, whichever is the later.

For the avoidance of doubt, no inspection or testing by the Customer whether before or after delivery of the Goods nor the signing of any delivery note or other document acknowledging physical receipt of any Goods shall be deemed to constitute or evidence acceptance or approval of the Goods for the purposes of the Sale of Goods Act 1979 (and successor amendments or legislation) nor be deemed a waiver of the Customer's rights either to cancel or return all or any part thereof where the Goods are found to be defective or not in accordance with the Contract and/or the Specification (if applicable).

The Supplier shall supply the Customer in good time with any instructions or other information required to enable the Customer to accept delivery of the Goods and/or performance of the Services.

Goods must be packed by the Supplier to protect them before, during and after delivery. The Customer is relying on the Supplier’s expertise in this regard. A delivery note must be included with each delivery. Export licences, certificates of origin and any other governmental authorisations or other documentation as necessary, must have been obtained by the Supplier, and all dues and taxes must be paid by the Supplier, prior to delivery to the Customer.

The Customer shall not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Customer.

Risk and Property

Risk of loss or damage to the Goods shall pass to the Customer upon delivery in accordance with the Contract.

Conditions and Warranties

In addition to the terms implied by the Sale of Goods Act 1979 or the Supply of Goods and Services Act 1982 as amended by the Sale and Supply of Goods Act 1994 (and successor amendments or legislation), the Supplier warrants that the Goods and Services (including any packaging and transport) provided:

will be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier;

will be free from any defects including but not limited to defects in design, material and workmanship;

will conform to any relevant Specification, the Purchase Order and any other specified criteria (if applicable);

will comply with all express and implied warranties and conditions, statutory requirements and regulations relating to the sale of the Goods.

will be performed by appropriately qualified and trained personnel, with reasonable skill and care and in a timely and professional manner;

will strictly comply with (and in the course of supply the Supplier shall strictly comply with) all applicable laws and regulations including those relating to the manufacture, packaging, packing and delivery of the Goods and the performance of the Services, and food, health and safety and environmental laws and regulations;

Without prejudice to any other remedy, if any Goods and/or Services are not supplied or performed in accordance with the Contract, then the Customer shall be entitled at its sole option:

to require the Supplier to repair the Goods or to supply replacement Goods and/or Services in accordance with the Contract within 7 days; or

whether or not the Customer has previously required the Supplier to repair the Goods or to supply any replacement Goods and/or Services, to terminate either the relevant Purchase Order or the entire Contract and require the immediate repayment of any part of the Price which has been paid.

The Supplier shall indemnify the Customer in full against all liability, loss, damages, costs and expenses (including legal expenses on an indemnity basis) awarded against, incurred, suffered or paid by the Customer as a result of or in connection with:

breach of any warranty or condition given by the Supplier in relation to the Goods and/or Services;

any claim that the Goods or results of the Services infringe, or their importation, use or resale, infringes, the Intellectual Property Rights of any other person, except to the extent that the claim arises from the Supplier’s compliance with any Specification supplied by the Customer;

any liability under the Consumer Protection Act 1987;

any act or omission of the Supplier or its officers, employees, agents or sub-contractors in supplying, delivering and installing the Goods and/or performing of the Services;

any act or omission of any of the Supplier's personnel in connection with the performance of the Services.

The Supplier shall keep confidential and not disclose to any third party any information disclosed to it by the Customer. Information which shall be regarded as confidential shall include, but not be limited to:

information whether technical, commercial, financial, or otherwise relating to the business;

marketing activities and customers of the Customer; and

any information which from the circumstances in which it has been made available ought to be treated as confidential, and in whatever form,

except that the Supplier may disclose such information to its employees and professional advisors on a need to know basis or as required by law provided the Supplier ensures that such persons are bound by the same obligations of confidentiality under this clause.

Termination

The Customer shall be entitled to cancel the Purchase Order in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time prior to delivery or completion of performance, in which event the Customer’s sole liability shall be to pay to the Supplier such portion of the Price for the Goods and/or Services in respect of which the Customer has exercised its right of cancellation, less the Supplier’s net saving of cost arising from cancellation.

Either party may terminate this Contract if there is a breach by the other which the other has not remedied (if capable of remedy) within 30 days of being given notice to do so to the satisfaction of the terminating party.

The Customer shall be entitled to terminate this Contract without liability to the Supplier by giving notice to the Supplier at any time if:

the Supplier makes or proposes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Supplier; or

any distress or execution is levied on any of the Supplier’s property or other assets; or

the Supplier ceases, or threatens to cease, to carry on business; or

the Customer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly.

Upon termination of the Contract for whatever reason:

the Supplier will, as notified by the Customer, either refund advance payments for Goods and/or Services not yet supplied or complete the supply of such Goods and/or Services in accordance with the Purchase Order on the terms of the Contract.

The Supplier shall immediately return to the Customer materials, information or anything else provided by the Customer to the Supplier.

Corporate Responsibility

The Supplier represents and warrants to Customer that it complies with the international and national laws applicable to the Agreement and undertakes to comply with those laws during all the duration of the Agreement (including any possible amendments made to those laws during the term of this Agreement), relating to: human rights and individual fundamental freedoms, in particular the prohibition of child labour and any other form of forced labour and any type of discrimination as regard staff recruitment or management, embargoes, arms and drug trafficking and terrorism (including financing), trade, import and export licences and customs requirements, the health and safety of employees and third parties, employment, immigration and the ban on using undeclared workers, environmental protection, fraud, theft, misuse of company property, counterfeiting, forgery and use of falsified documents and any related offences, fight against money laundering and competition law.

The Supplier hereby undertakes to manage its activities, the persons under its control, its providers and its sub-contractors in compliance with the national laws applicable to the Agreement, the United Nations Universal Declaration of Human Rights and the core standards of the International Labour Organisation, (the “Core International Standards”).

In the event that Customer notifies the Supplier, or the Supplier becomes aware that its business practices are contrary to the undertakings, representations and warranties provided for by this Clause, the Supplier agrees to remedy the practice in cooperation with Customer and notify Customer of the action taken. In the event Supplier does not appropriately address the issue within the timeframe agreed with Customer or if it commits subsequent violations, Customer may, immediately, terminate this Agreement for material breach without any liability.

Supplier undertakes to comply with any reasonable request by the Customer with implementing the measures set out in its vigilance plan as defined in AXA’s annual report.

Bribery Act

Without prejudice to the above provisions, in particular, the Customer requires:

that the Supplier complies with all applicable laws, regulations, and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ('Relevant Requirements'), and with the spirit and intent of AXA’s Code of Ethics;

that the Supplier has and shall maintain in place its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and that the Supplier will enforce them where appropriate.

The Supplier agrees that it will not do or omit to do or permit anything to be done which is an offence or which may be deemed to be an offence under the Relevant Requirements and it will notify the Customer entity immediately upon becoming aware or upon becoming reasonably suspicious that an activity related to the carrying out of any business on the Customer's behalf has contravened or may contravene the Relevant Requirements.

the Customer shall have the right to suspend and/or terminate this Contract for material breach immediately, or on such other time specified by the Customer, upon written notice to the Supplier if (i) the Supplier, or any person employed by it or acting on its behalf (whether with or without the knowledge of the Supplier) fails to comply with any of the Anti-Corruption Laws; or (ii) the Customer has a reasonable suspicion that an occurrence as specified in paragraph (i) of this clause 11 has occurred. In the event of breach by the Supplier of Clause

the Supplier shall be liable, without prejudice to the Supplier's other liabilities to the Customer arising from such breach, for any reasonable or demonstrable costs or expenses (including reasonable legal fees) incurred by the any member of the Customer’s group of companies in investigating a breach or suspected breach of Clause 11.1.

Information Security

Unless specified differently pursuant to the terms of 12.2 below and in relation to the supply of Good and/or Services, the Supplier shall ensure,

that it implements and maintains appropriate security controls to ensure the confidentiality and integrity of all data and information belonging to the Customer and in support of the obligations set-out in 8.4 above, and

where appropriate, adopt the latest principles of the UK Government Cyber Security Essentials best practice guide (or updated version of), as can be found at www.cyberessentials.ncsc.gov.uk.

In addition to the terms set out in 12.1 above, and where advised by the Customer’s recipient(s) of the Goods and/or Services, the Supplier agrees to implement and at all times maintain compliance with the Customer’s latest information security requirements pertinent to the Goods and/or Services to be supplied. No Goods and/or Services may be supplied until the information security requirements have been met to the reasonable satisfaction of a Customer Information Security team representative.

The Supplier will notify the Customer immediately and in any event within twenty four (24) hours upon becoming aware of any potential or actual breach relating to this Contract, the Customer's security requirements or any obligations or duties owed by the Supplier to the Customer relating to the confidentiality, integrity or availability of Confidential Information. Any of confidential information of the Customer, or of the Customer’s group of companies, which is no longer required will be destroyed or erased by the Supplier such that it cannot be recovered. Failure by the Supplier to comply with this clause will be a material breach of this Contract.

Data Protection

The parties acknowledge and agree that no personal data will be processed under or in connection with this Contract. In the event the parties intend to share or process "Personal Data" (as defined by Data Protection Law) at any time, the parties must:

ensure that the pre-existing Framework Agreement contains terms satisfactory to Customer's Data Protection Team; or

(where the Customer's Data Protection Team is not satisfied under clause 13.1.1) enter into a separate agreement compliant with Data Protection Law and which will satisfy the Customer's Data Protection team.

Where any information shared between the parties consists only of confidential information (and does not in any way contain Personal Data) a non-disclosure agreement shall be an appropriate agreement.

Dispute Resolution Procedure

Any question or difference which may arise concerning the creation, construction, meaning, validity or effect of this Contract, or any matter arising out of or in connection with this Contract, shall in the first instance be referred to the Customer representative who commissioned the Purchase Order and a suitable Supplier representative for discussion and resolution as soon as reasonably possible and, in any event, within fifteen (15) days of such referral.

If the matter is not resolved at this meeting, the dispute shall be escalated to the chief operating officer (or equivalent management position) of the parties as soon as reasonably possible and, in any event, within a further fifteen (15) days.

If the unresolved matter is having a serious effect on the provision of the Goods and/or Services, then the parties to this Contract shall use reasonable endeavours to reduce the elapsed time in completing the process. Neither party may initiate any legal action until the process has been completed, unless such party has reasonable cause to do so to avoid damage to its business or to protect or preserve any right of action it may have.

General

The Customer may perform any of its obligations or exercise any of its rights hereunder by itself or on behalf of any other member of its group of companies.

Appropriate to the provision of the Goods and/or Services (as applicable), the Supplier shall ensure that it has in place suitable business continuity plans and practices.

The Purchase Order is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person this Contract or sub-contract any of its obligations under the Contract, except with the Customer’s prior written consent.

Any notice, agreement or consent under this Contract shall be in writing and may be delivered by hand or sent by first class pre-paid post. Such notice shall be deemed delivered if sent by hand when delivered or if sent by first class post, 72 hours after posting. Marked for the attention of the Company Secretariat Office, notices shall be addressed to that other party at its registered office or principal place of business or such other address as either party shall notify to the other in accordance with this clause.

No waiver by the Customer of any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.

If any provision of this Contract is held by any competent authority to be illegal or unenforceable the other provisions of this Contract and the remainder of the provision in question shall remain in full force and effect.

The relationship of the parties shall be that of independent contractors and nothing in this Contract shall create the relationship of employee and employer, agency, partnership or joint venture between the parties.

Neither party shall make any announcement relating to this Contract or its subject matter without the prior written approval of the other party.

Subject to the Dispute Resolution Procedure, the Contract shall be governed by and interpreted in accordance with the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.