Joloda International Ltd Conditions of Sale

1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for
business.
Conditions: these terms and conditions as amended from time to time in accordance with their terms
Contract: the contract between Joloda and the Customer for the supply of Goods and/or Services in accordance with
these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from Joloda.
Delivery Location: has the meaning set out in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 14.1.
Goods: the goods (or any part of them) described in the sales order acknowledgment form issued by Joloda to the
Customer after the Customer’s order has been submitted.
Goods Specification: the specification for the Goods, contained on the website and/or in Joloda’s catalogue as at the
date on which the Order is submitted, or such other specification including any relevant plans or drawings, that is agreed in
writing by the Customer and Joloda.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and
domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to
use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property
rights, in each case whether registered or unregistered and including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms
of protection which subsist or will subsist now or in the future in any part of the world
Joloda: Joloda international Ltd registered in England and Wales with company number 2757012.
Joloda Materials: all drawings, plans, designs, specifications, samples information and other technical data of or in
relation to the Goods.
Order: the Customer’s order for the supply of Goods as set out in Joloda’s sales order acknowledgment form.
Services: the services supplied by Joloda to the Customer as set out in the Order.
Website: Joloda’s website at www.joloda.com or such other website as may replace the same from time to time.
1.2 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.3 a reference to writing or written includes e-mails, unless otherwise stated in these Conditions.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by Joloda to sell the Goods to the Customer in accordance with these Conditions.
2.2 The Customer shall promptly and in any event within [5] Business Days of receipt of Joloda’s sales order
acknowledgment form, notify Joloda in writing of any discrepancies in such sales order acknowledgment from or that
Joloda’s offer as described in clause 2.1 is not accepted. If no such notification is received by Joloda within this period,
Joloda’s offer shall be deemed to be accepted, and the Contract shall come into existence on the [6th] Business Day.
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on
any statement, promise, representation, assurance or warranty made or given by or on behalf of Joloda which is not set
out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by Joloda and any descriptions of the Goods and/or the
Services contained in Joloda’s catalogues or brochures and/or on the website are issued or published for the sole
purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the
Contract or have any contractual force.
2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in
any documents of the Customer that is inconsistent with these Conditions.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or
incorporate, or which are implied by trade, custom, practice or course of dealing.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other
is specified.
3. GOODS
3.1 The Goods are described in the Goods Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer,
the Customer shall indemnify Joloda against all liabilities, costs, expenses, damages and losses (including any direct,
indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable
professional costs and expenses) suffered or incurred by Joloda in connection with any claim made against Joloda for
actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Joloda’s use
of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.3 Joloda reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory
requirements.
4. DELIVERY OF GOODS
4.1 If the Order specifies that the Goods are to be delivered by Joloda, Joloda shall deliver the Goods to the location set out in
the Order or such other location as the parties may agree (“Delivery Location”) in writing at any time after Joloda notifies
the Customer that the Goods are ready.
4.2 If the Order specifies that the Customer is to collect the goods, the Customer shall collect the Goods from Joloda’s
premises as specified in the Order at or such other location as may be advised by Joloda before delivery within 5 Business
Days of Joloda notifying the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed:
(a) on the Goods’ arrival at the Delivery Location if the Order specifies that the Goods are to be delivered; or
(b) on the completion of loading of the Goods at the Delivery Location if the Order specifies that the Goods are to
be collected by the Customer; or
(c) on the completion of unloading of the Goods at the Delivery Location if the Order specifies that the Goods are to
be delivered and unloaded by Joloda.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Joloda
shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure
to provide Joloda with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If Joloda fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in
obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the
Goods. Joloda shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force
Majeure Event the Customer’s failure to provide Joloda with adequate delivery instructions for the Goods or any relevant
instruction related to the supply of the Goods.
4.6 If the Customer fails to accept or take delivery of the Goods within 5 Business Days of Joloda notifying the Customer that
the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Joloda’s failure to
comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the 6th Business Day following
the day on which Joloda notified the Customer that the Goods were ready; and
(b) Joloda shall store the Goods until delivery takes place, and charge the Customer for all related costs and
expenses (including insurance).
4.7 If 20 Business Days after Joloda notified the Customer that the Goods were ready for delivery the Customer has not taken
or accepted (as the case may be) delivery of them, Joloda may resell or otherwise dispose of part or all of the Goods and,
after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods
or charge the Customer for any shortfall below the price of the Goods.
4.8 Joloda may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall
constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any
other instalment.
4.9 Goods will be delivered Ex Works (as such term is defined in Incoterms 2010), unless otherwise stated on Joloda’s sale
order acknowledgment form.
5. QUALITY OF GOODS
5.1 Joloda warrants that on delivery, the Goods shall conform with the Goods Specification and be of satisfactory quality and
will continue to do so from completion of delivery until the end of the period specified in the Goods Specification, or if none
is specified, for a period 12 months from completion of delivery (warranty period).
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some
or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) Joloda is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by Joloda) returns such Goods to Joloda’s place of business at the Customer’s
cost,
Joloda shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full (if paid).
5.3 Joloda shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow Joloda’s oral or written instructions as to the storage,
installation, commissioning, use or maintenance of the Goods;
(c) the defect arises as a result of Joloda following any drawing, design or Goods Specification supplied by the
Customer;
(d) the Customer alters or repairs such Goods without the written consent of Joloda;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with
applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, Joloda shall have no liability to the Customer in respect of the Goods’ failure to comply
with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any [repaired or] replacement Goods supplied by Joloda under clause 5.2,
save that the warranty period applicable to any repaired Goods shall not be extended by reason of this clause 5.5.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Where the Order states that Goods are to be delivered on a basis other than Ex Works, Joloda shall have no liability to the
Customer if the Goods are damaged or lost in transit, unless Joloda is notified in writing of such damage or loss within 10
Business Days of completion of delivery.
6.3 Title to the Goods shall not pass to the Customer until the earlier of:
(a) Joloda receives payment in full (in cash or cleared funds) for the Goods; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time
specified in clause 6.5.
6.4 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as
Joloda’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on
Joloda’s behalf from the date of delivery;
(d) notify Joloda immediately if it becomes unable to pay its debts subject to any of the events listed in clause
13.1(b) to clause 13.1(k); and
(e) give Joloda such information relating to the Goods as Joloda may require from time to time.
6.5 Where agreed by Joloda in writing, the Customer may, subject to clause 6.6, resell or use the Goods in the ordinary
course of its business (but not otherwise) before Joloda receives payment for the Goods. However, if the Customer
resells the Goods before that time:
(a) it does so as principal and not as Joloda’s agent; and
(b) title to the Goods shall pass from Joloda to the Customer immediately before the time at which resale by the
Customer occurs.
6.6 If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in 13.2 (b) to
13.2 (k) then without limiting any other right or remedy which Joloda may have:
(a) the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
(b) Joloda may at any time before title to the Goods passes to the Customer:
(i) require the Customer to deliver up all Goods in its possession which have not been irrevocably
incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party
where the Goods are stored in order to recover them.
7. SUPPLY OF SERVICES
7.1 Joloda shall provide the Services to the Customer in accordance with the Contract.
7.2 Joloda shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but
any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 Joloda shall have the right to make any changes to the Services which are necessary to comply with any applicable law or
safety requirement, or which do not materially affect the nature or quality of the Services, and Joloda shall notify the
Customer in any such event.
7.4 The Services will be provided using reasonable care and skill.
8. CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and
accurate;
(b) co-operate with Joloda in all matters relating to the Services;
(c) provide Joloda, its employees, agents, consultants and subcontractors, with access to the Customer’s premises
and other facilities as reasonably required by Joloda to provide the Services;
(d) provide Joloda with such information and materials as Joloda may reasonably require to supply the Services,
and ensure that such information is accurate in all material respects;
(e) obtain and maintain any necessary licences, permissions and consents which may be required for the Services
before the date on which the Services are to start.
8.2 If Joloda’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission
by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) Joloda shall without limiting its other rights or remedies have the right to suspend performance of the Services
until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the
performance of any of its obligations to the extent the Customer Default prevents or delays Joloda’s
performance of any of its obligations;
(b) Joloda shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or
indirectly from Joloda’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse Joloda on written demand for any costs or losses sustained or incurred by Joloda
arising directly or indirectly from the Customer Default.
9. CHARGES AND PAYMENT
9.1 The price for Goods shall be the price set out in the Order. Except where the Contract states otherwise, the price of the
Goods is exclusive of all costs and charges of insurance and transport of the Goods, which shall be paid by the Customer
when it pays for the Goods.
9.2 The charges for Services shall be the charges set out in the Order:
9.3 Joloda reserves the right to increase the price of the Goods (or where Goods to be delivered by instalments, the price of
the Goods comprised in any such instalment), by giving notice to the Customer at any time before delivery, to reflect any
increase in the cost of the Goods to Joloda that is due to:
(a) any factor beyond the control of Joloda (including foreign exchange fluctuations, increases in taxes and duties,
and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods
Specification; or
(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give
Joloda adequate or accurate information or instructions in respect of the Goods.
9.4 Payment for Goods and Services shall be on a “cash with order” basis, unless otherwise agreed in writing. Where the
parties have agreed that payment will not be on a “cash with order” basis, the Customer shall pay each invoice submitted
by Joloda:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Joloda.
Time for payment shall be of the essence of the Contract.
9.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax
chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Joloda to
the Customer, the Customer shall pay to Joloda such additional amounts in respect of VAT as are chargeable on the
supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.6 If the Customer fails to make any payment due to Joloda under the Contract by the due date for payment, then the
Customer shall pay interest on the overdue amount. In accordance with the Late Payment of Commercial Debts (Interest)
Act 1998, or if that Act does not apply to the Contract, at the rate of 4% per annum above the average of the base rates of
the four major United Kingdom clearing banks from time to time. Such interest shall accrue on a daily basis from the due
date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest
together with the overdue amount.
9.7 Each party shall pay all amounts due under the Contract to the other in full without any set-off, counterclaim, deduction or
withholding except as required by law.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Joloda.
10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s
use of any such Intellectual Property Rights is conditional on Joloda obtaining a written licence from the relevant licensor
on such terms as will entitle Joloda to license such rights to the Customer.
10.3 All Joloda Materials are the exclusive property of Joloda.
11. CONFIDENTIALITY
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions,
processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party
(disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the
disclosing party’s business, its products and services which the receiving party may obtain. For the avoidance of doubt,
Joloda’s Materials shall be treated as confidential information of Joloda for the purposes of this clause The receiving party
shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it
for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees,
agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract.
The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed
by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive
termination of the Contract.
12. LIMITATION OF LIABILITY:
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude Joloda’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet
possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
(a) Joloda shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss
arising under or in connection with the Contract; and
(b) Joloda’s total liability to the Customer in respect of all other losses arising under or in connection with the
Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no
circumstances exceed (the total of the price of the Goods as set out in the Order and the charges for the
Services (if any) set out in the Order.
12.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the
Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 This clause 12 shall survive termination of the Contract.
13. TERMINATION
13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written
notice to the other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such breach is
remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall
due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to
pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a partnership) has any
partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of
its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the
winding up of the other party (being a company);
(e) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution,
sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets
and such attachment or process is not discharged within 14 days;
(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of
intention to appoint an administrator is given or if an administrator is appointed over the other party (being a
company);
(g) the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to
appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed
over the assets of the other party;
(i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject
that has an effect equivalent or similar to any of the events mentioned in clause 13.1(b) to clause 13.1(h)
(inclusive);
(j) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the
whole of its business; or
(k) the other party’s financial position deteriorates to such an extent that in the opinion of the party giving notice the
other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
13.2 Without limiting its other rights or remedies, Joloda may:
(a) terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay
any amount due under the Contract on the due date for payment; or
(b) suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract
between the Customer and Joloda if the Customer fails to pay any amount due under this Contract on the due
date for payment, the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(k),
or Joloda reasonably believes that the Customer is about to become subject to any of them.
13.3 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to Joloda all of Joloda’s outstanding unpaid invoices and interest and, in
respect of Services supplied but for which no invoice has yet been submitted, Joloda shall submit an invoice,
which shall be payable by the Customer immediately on receipt;
(b) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim
damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;
and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. FORCE MAJEURE
14.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Joloda
including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Joloda or any
other party), failure of a utility service or transport 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 subcontractors.
14.2 Joloda shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract
as a result of a Force Majeure Event.
14.3 If the Force Majeure Event prevents Joloda from providing any of the Services and/or Goods for more than 4 weeks,
Joloda shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving
written notice to the Customer.
15. GENERAL
15.1 Assignment and other dealings.
(a) Joloda may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or
any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations
under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of Joloda, assign, transfer, charge, subcontract,
declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2 Notices.
(a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing,
addressed to that party at its registered office (if it is a company) or its principal place of business (in any other
case) or such other address as that party may have specified to the other party in writing in accordance with this
clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery
service, or by commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at
the address referred to in clause 15.2(a); if sent by pre-paid first class post or other next working day delivery
service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date
and at the time that the courier’s delivery receipt is signed; if sent by fax, one Business Day after transmission,
or if sent by email, at the time of transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal
action.
15.3 Severance.
If any provision or part-provision of 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.
15.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a
waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the
Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
15.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or
joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither
party shall have authority to act as agent for, or to bind, the other party in any way.
15.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional
terms and conditions shall be effective unless it is agreed in writing and signed by Joloda.
15.8 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of
England and Wales.
15.9 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle
any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including noncontractual disputes or claims.

Joloda International Ltd Conditions of Purchase

1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 16.7.
Contract: the contract between Joloda and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.
Joloda: Joloda International Limited registered in England and Wales with company number 2757012.
Joloda Materials: all materials, equipment and tools, drawings, specifications and data supplied by Joloda to the Supplier.
Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in
relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer
programs, data, specifications and reports (including drafts).
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by Joloda and the
Supplier.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names,
rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality
of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered
and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights
and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: Joloda’s order for the supply of Goods and/or Services, as set out in Joloda’s purchase order form.
Services: the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the
Order.
Service Specification: the description or specification for Services agreed in writing by Joloda and the Supplier.
Supplier: the person or firm from whom Joloda purchases the Goods and/or Services.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to
a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or reenacted.
1.4 A reference to writing or written includes faxes and e-mails, unless stated otherwise in these Conditions.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by Joloda to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing written acceptance of the Order; or
(b) any act by the Supplier consistent with fulfilling the Order,
at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are
implied by trade, custom, practice or course of dealing.
2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
3. SUPPLY OF GOODS
3.1 The Supplier shall ensure that the Goods shall:
(a) correspond with their description and any applicable Goods Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the
Supplier or made known to the Supplier by Joloda, expressly or by implication, and in this respect Joloda relies on the
Supplier’s skill and judgment;
(c) where applicable, be free from defects in design, materials and workmanship and remain so for 24 months after the date
on which they are first put into commercial use or are incorporated into another product, or as otherwise agreed between
the parties; and
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging,
storage, handling and delivery of the Goods.
3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it
needs to carry out its obligations under the Contract in respect of the Goods.
3.3 Joloda shall have the right to inspect and test the Goods at any time before delivery.
3.4 If following such inspection or testing Joloda considers that the Goods do not conform or are unlikely to comply with the Supplier’s
undertakings at clause 3.1, Joloda shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to
ensure compliance.
3.5 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, and Joloda shall have the right to conduct further
inspections and tests after the Supplier has carried out its remedial actions.
4. DELIVERY OF GOODS
4.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good
condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if
any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage
instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to
be delivered; and
(c) if the Supplier requires Joloda to return any packaging material for the Goods to the Supplier, that fact is clearly stated on
the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall deliver the Goods:
(a) on the date specified in the Order or, if no such date is specified, then within 2 days of the Commencement Date;
(b) to Joloda’s premises at 51 Speke Road, Garston, Liverpool L19 2NY or such other location as is set out in the Order or
as instructed by Joloda before delivery (Delivery Location);
(c) during Joloda’s normal hours of business on a Business Day, or as instructed by Joloda.
4.3 Unless agreed otherwise with Joloda, the Supplier shall be responsible for unloading the Goods at the Delivery Location.
4.4 If the Supplier:
(a) delivers less than 95 per cent of the quantity of Goods ordered, Joloda may reject the Goods; or
(b) delivers more than 105 per cent of the quantity of Goods ordered, Joloda may at its sole discretion reject the Goods or
the excess Goods,
and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of
Goods ordered, and Joloda accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
4.5 The Supplier shall not deliver the Goods in instalments without Joloda’s prior written consent. Where it is agreed that the Goods are
delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on
time or at all or any defect in an instalment shall entitle Joloda to the remedies set out in clause 6.1.
4.6 Title and risk in the Goods shall pass to Joloda on the documented receipt of such Goods into Joloda’s Goods Receivable Bond at the
Delivery Location.
5. SUPPLY OF SERVICES
5.1 The Supplier shall from the date set out in the Order or, if no such date is specified, from the Commencement Date and for the duration of
this Contract provide the Services to Joloda in accordance with the terms of the Contract.
5.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by Joloda.
5.3 In providing the Services, the Supplier shall:
(a) co-operate with Joloda in all matters relating to the Services, and comply with all instructions of Joloda;
(b) perform the Services with reasonable skill and care;
(c) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service
Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by
Joloda;
(d) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
(e) ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Joloda, will
be free from defects in workmanship, installation and design;
(f) obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
(g) observe all health and safety rules and regulations and any other security requirements that apply at any of Joloda’s
premises;
(h) hold the Joloda Materials in safe custody at its own risk, maintain Joloda Materials in good condition until returned to
Joloda, and not dispose or use Joloda Materials other than in accordance with Joloda’s written instructions or
authorisation;
(i) not do or omit to do anything which may cause Joloda to lose any licence, authority, consent or permission upon which it
relies for the purposes of conducting its business, and the Supplier acknowledges that Joloda may rely or act on the
Services.
6. JOLODA’S REMEDIES
6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, Joloda shall, without limiting its other rights or
remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier
attempts to make;
(c) to recover from the Supplier any costs incurred by Joloda in obtaining substitute goods and/or services from a third party;
(d) where Joloda has paid in advance for Services that have not been provided by the Supplier and/or Goods which have
not been delivered by the Supplier, to have such sums refunded by the Supplier; and
(e) to claim damages for any additional costs, loss or expenses incurred by Joloda which are in any way attributable to the
Supplier’s failure to meet such dates.
6.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting its other rights or
remedies, Joloda shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the
Supplier’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected
Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by Joloda in obtaining substitute goods from a third party; and
(f) to claim damages for any additional costs, loss or expenses incurred by Joloda arising from the Supplier’s failure to
supply Goods in accordance with clause 3.1.
6.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
6.4 Joloda’s rights under this Contract are in addition to its rights and remedies implied by statute and common law.
7. JOLODA’S OBLIGATIONS
Joloda shall:
(a) provide the Supplier with reasonable access at reasonable times to Joloda’s premises for the purpose of providing the
Services;
(b) provide such information as the Supplier may reasonably request for the provision of the Services and Joloda considers
reasonably necessary for the purpose of providing the Services.
8. CHARGES AND PAYMENT
8.1 The price for the Goods:
(a) shall be the price set out in the Order; and
(b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by
Joloda. No extra charges shall be effective unless agreed in writing and signed by Joloda.
8.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the
performance of the Services. Unless otherwise agreed in writing by Joloda, the charges shall include every cost and expense of the Supplier
directly or indirectly incurred in connection with the performance of the Services.
8.3 In respect of Goods, the Supplier shall invoice Joloda on or at any time after the documented receipt of such Goods into Joloda’s Goods
Receivable Bond at the Delivery Location. In respect of Services, the Supplier shall invoice Joloda on completion of the Services. Each
invoice shall include such supporting information required by Joloda to verify the accuracy of the invoice, including but not limited to the
relevant purchase order number.
8.4 In consideration of the supply of Goods and/or Services by the Supplier, Joloda shall pay the invoiced amounts within 45 days following the
end of the month in which the relevant invoice is received to a bank account nominated in writing by the Supplier. If the date on which
payment would otherwise be due is not a Business Day, payment will be due on the next Business Day.
8.5 All amounts payable by Joloda under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time
(VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Joloda, Joloda shall, on receipt of a valid
VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods
and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
8.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall
pay interest on the overdue amount at the rate of 2% per annum above Yorkshire Bank Plc’s base rate from time to time. Such interest shall
accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The
defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party
disputes in good faith.
8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services,
and the Supplier shall allow Joloda to inspect such records at all reasonable times on request.
8.8 Joloda may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to Joloda against any liability of
Joloda to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under
the Contract.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 In respect of the Goods and any goods that are transferred to Joloda as part of the Services under this Contract, including without limitation
the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date
of delivery of such items to Joloda, it will have full and unrestricted rights to sell and transfer all such items to Joloda.
9.2 The Supplier assigns to Joloda, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of
the Services, including for the avoidance of doubt the Deliverables.
9.3 The Supplier shall, promptly at Joloda’s request, do (or procure to be done) all such further acts and things and the execution of all such
other documents as Joloda may from time to time require for the purpose of securing for Joloda the full benefit of the Contract, including all
right, title and interest in and to the Intellectual Property Rights assigned to Joloda in accordance with clause 9.2.
9.4 All Joloda Materials are the exclusive property of Joloda.
10. INDEMNITY
10.1 The Supplier shall keep Joloda indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any
direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full
indemnity basis) and all other reasonable professional costs and expenses) suffered incurred by Joloda as a result of or in connection with:
(a) any claim made against Joloda for actual or alleged infringement of a third party’s intellectual property rights arising out
of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services, to the
extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against Joloda by a third party for death, personal injury or damage to property arising out of, or in
connection with, defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of
the Supplier, its employees, agents or subcontractors; and
(c) any claim made against Joloda by a third party arising out of or in connection with the supply of the Goods or the
Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance
of the Contract by the Supplier, its employees, agents or subcontractors.
10.2 This clause 10 shall survive termination of the Contract.
11. INSURANCE
11.1 The Supplier shall effect and maintain in its own name and at its own cost the insurances specified below (the Insurances) with a limit of
indemnity of not less than and excess of not more than that specified, together with such other insurances required by law:
(a) Third party liability cover with a minimum indemnity of £10m, and a maximum excess of £2,500 each and every claim.
(b) Product liability cover with a minimum indemnity of £5m, and a maximum excess of £2,500 each and every claim.
(c) Material damage cover on a full reinstatement basis with a maximum excess of £5,000 each and every claim.
(d) Goods in transit insurance but only when the supplier is under the terms of this agreement contractually obliged to
transport the goods.
11.2 The Supplier shall effect and maintain the Insurances during the term of the Contract and for such further period as is necessary to ensure
that insurance cover is provided for all of the Supplier’s liabilities arising under the Contract irrespective of when any claim in relation to any
such liability is made.
11.3 The Supplier will not take, or fail to take, any action or permit anything to occur which would entitle any Insurer to refuse to pay any claim
under any of the Insurances.
11.4 In relation to the Insurances, the Supplier shall provide to Joloda:
(a) Copies on request of the insurance policies detailed in Clause 11.1 and Joloda shall be entitled to inspect them during
ordinary business hours.
(b) Evidence that the premiums under the Insurances have been paid and that the Insurances are in full force and effect.
(c) Copies of the renewal certificates for the Insurances not less than 10 days before the renewal date.
11.5 The insurance premiums and the excess payments applicable to the Insurances shall at all times be the responsibility of the Supplier.
11.6 The Insurances shall not be affected with Insurances with an A.M Best Credit Rating of not less than A minus.
12. CONFIDENTIALITY
12.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or
initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its
employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business, its products and
services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its
employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under the
Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they
were a party to the Contract. The Receiving Party may also disclose such of the Disclosing Party’s confidential information as is required to
be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
12.2 This clause 12 shall survive termination of the Contract.
13. TERMINATION
13.1 Without limiting its other rights or remedies, Joloda may terminate the Contract:
(a) in respect of the supply of Services, by giving the Supplier 30 days’ written notice; and
(b) in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written
notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. Joloda shall pay the Supplier
fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such
compensation shall not include loss of anticipated profits or any consequential loss.
13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract by giving Joloda 30 days’ written notice.
13.3 In any of the circumstances in these Conditions in which a party may terminate the Contract, where both Goods and Services are supplied,
that party may terminate the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.
13.4 Without limiting its other rights or remedies, Joloda may terminate the Contract with immediate effect by giving written notice to the Supplier
if:
(a) the Supplier commits a material breach of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing to do so;
(b) 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;
(c) the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(d) the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of
the Supplier (being a company);
(f) a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier (being a company);
(h) the holder of a floating charge over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;
(j) any event occurs, or proceeding is 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 clause 13.4(c) to clause 13.4(i) (inclusive);
(k) the Supplier suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business;
or
13.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
13.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
14. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason, the Supplier shall immediately deliver to Joloda all Deliverables whether or not then complete, and return all Joloda Materials. If the Supplier fails to do so, then Joloda may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
15. FORCE MAJEURE
15.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from an event, circumstances or cause beyond its reasonable control (Force Majeure Event).
15.2 The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
15.3 If a Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of more than 10 Business Days, Joloda may terminate the Contract immediately by giving written notice to the Supplier.
16. GENERAL
16.1 Assignment and other dealings.
(a) Joloda may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its
rights or obligations under the Contract.
(b) The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner
with all or any of its rights or obligations under the Contract without the prior written consent of Joloda.
16.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing,
addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or
such other address as that party may have specified to the other party in writing in accordance with this clause, and shall
be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial
courier, fax or by email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address
referred to in clause 16.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on
the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s
delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.3 Severance. If any provision or part-provision of 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.
16.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the 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.
16.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
16.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
16.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and
conditions, shall be effective unless it is agreed in writing and signed by Joloda.
16.8 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
16.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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