Delivery of Goods/Deliverables & Provision of Services

1. Unless otherwise instructed in writing by Prodolce Ltd.’s nominated representative, all Goods and / or Deliverables must be delivered and all Services must be performed at the time and place specified in the Purchase Order.

2. All deliveries of Goods must be accompanied by a delivery note (and any other delivery documentation specified in the Purchase Order or otherwise in the Agreement) showing the date of the Purchase Order, the Purchase Order number, the type and quantity of Goods being delivered, special storage instructions (if any) and, if the Goods are being delivered by instalment, the outstanding balance remaining to be delivered.

3. If Goods or Deliverables are incorrectly delivered Supplier shall be responsible for additional expenses incurred in delivering them to the correct point specified in the Agreement or subsequently advised in writing by Prodolce Ltd.

4. The quantity, specification and quality of Goods, Deliverables or Services specified in the Agreement may not be substituted or changed without Prodolce Ltd’ prior written consent. Quantities of Goods, Deliverables or Services delivered in excess of those stated in the Agreement may not be accepted.

3.5 Supplier shall not deliver the Goods in instalments without Prodolce Ltd’ prior written consent or unless set out in the Purchase Order. Where it is agreed that Goods are to be delivered in instalments, they may (at Prodolce Ltd’ option) be invoiced and paid for separately. However, failure by Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Prodolce Ltd to the remedies set out in clause 7 (without prejudice to Prodolce Ltd’ other rights and remedies).

3.6 Time shall be of the essence in relation to the performance of any and all of Supplier’s obligations pursuant to the Agreement.

3.7 Supplier shall notify Prodolce Ltd immediately upon becoming aware of any actual or anticipated event or other development which may have a material impact upon Supplier’s ability to comply with any of its obligations under the Agreement. Such events shall include but not be limited to failure to deliver Goods, Deliverables and / or Services by a pre-specified date.


Quality and fitness for purpose of goods and deliverables

1. The Goods and / or Deliverables must comply in all respects with their description and any specification as supplied by Supplier).

2. The Goods and / or Deliverables supplied must comply in all respects with the Agreement and the implied conditions, warranties and terms contained in the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, related statutes and any statutory re-enactment(s) or modification(s) thereof.

3. Without prejudice to clauses 6.1 and 6.2 above, the Goods and / or Deliverables must be supplied with adequate instructions as to use and use-by date, fit for the purpose for which they are intended (and in this respect Prodolce Ltd relies on Supplier’s skill and judgement), of satisfactory quality and free from defects in design, material and workmanship.

4. Supplier shall ensure that the Goods and / or Deliverables comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.