1. Interpretation

1.1 In this Purchase Order the following words shall have the following meanings:

“Anti-Corruption Legislation” means all applicable laws governing bribery and corruption including but not limited to the UK Bribery Act 2010 and the USA Foreign Corrupt Practices Act 1977 (in each case as amended or superseded from time to time);

“Belmond Group” means Belmond Ltd. Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda (or any successor entity), and its direct and indirect subsidiaries (as defined in the UK Companies Act 2006), in each case, from time to time (including but not limited to the Buyer);

“Business Day” means a day on which banks in London and in the city nearest to the Delivery Address are open for business (other than a Saturday or Sunday);

“Buyer” means the member of the Belmond Group named as the Buyer in the Purchase Order Form;

“Buyer’s Representative(s)” means such individual(s) as the Buyer may from time to time appoint to act as its representative for the purposes of the Purchase Order;

“Condition(s)” means the clause(s) in these General Terms & Conditions;

“Confidential Information” means all information of a commercial or proprietary nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) whether before or after the date of the Purchase Order including but not limited to (i) the Price and other terms of the Purchase Order (ii) any information relating to the Disclosing Party's know-how, trade secrets and business affairs;

“Delivery Address” means the place named in the Purchase Order Form;

“Goods” means such goods as are to be supplied to the Buyer by or on behalf of the Supplier pursuant to the Purchase Order;

“Insolvency Event” means the Supplier ceasing or threatening to cease to trade or being unable to pay its debts as they fall due or being subject to any corporate action, legal proceedings or other procedure or step being taken in relation to its insolvency or winding up including but not limited to the (i) appointment (or threatened appointment) of a liquidator, provisional liquidator, administrator, administrative receiver, receiver or equivalent in any jurisdiction (ii) the taking possession by an encumbrancer of the whole or any part of its undertaking or assets; (iii) the making of an arrangement, composition or compromise with any creditors (or any class of creditors), other than for the purposes of a solvent reconstruction (and "Insolvency Event" shall include all similar or analogous proceedings in the jurisdiction in which the Supplier is resident);

“Intellectual Property Rights” means patents, trademarks, service marks, registered designs, trade and business names (including internet domain names and email address names), unregistered trademarks and service marks, copyrights, know how, database rights, rights in designs and inventions, trade secrets, and all other intellectual property rights, in all cases whether or not registered (and including any subject to applications to obtain, register, renew, extend or amend such rights) and includes rights of the same or similar effect or nature as those set out above, in all cases as applicable in any jurisdiction;

“Parties” means the Buyer and the Supplier, and each is a “Party”;

“Price” means the price of the Goods (which is exclusive of VAT unless otherwise required by local law), as stated in the Purchase Order Form;

“Purchase Order” means these General Terms and Conditions and each Purchase Order Form (with any attachments to it) issued by the Buyer (as amended or superseded by the Parties in writing from time to time);

“Purchase Order Form” means the purchase order form setting out the Goods;

“Relevant Legislation” means all legislation (in any applicable jurisdiction) from time to time relevant to the supply and performance of the Goods by the Supplier (including but not limited to all applicable health & safety legislation) and all applicable amendments and re-enactments from time to time;

“Staff” means all persons used by the Supplier in the performance of the Purchase Order, including the Supplier’s employees, agents and sub-contractors;

“Special Conditions” means the special conditions issued under these General Conditions and referred to in the Purchase Order;

“Supplier” means the person named as the Supplier or Vendor in the Purchase Order Form and its permitted successors and assigns;

“VAT” means value added tax, indirect/sales tax or equivalent properly chargeable on the provision of the Goods by the Supplier to the Buyer;

1.2 a reference to a statute or statutory provision includes the statute or provision as subsequently amended or re-enacted and all subordinate legislation made under it;

1.3 headings to Conditions shall not affect the interpretation of the Conditions;

1.4 where the context allows, the masculine includes the feminine and neuter, and the singular includes the plural and vice versa;

1.5 the terms of this Purchase Order apply in full to each separate delivery of Goods if the Purchase Order provides for multiple deliveries;

1.6 the Purchase Order Form comprises an offer by the Buyer to instruct the Supplier to provide the Goods in accordance with the Purchase Order. The Supplier is deemed to accept the offer on the earlier of the Supplier issuing a written acceptance of the Purchase Order or any act by the Supplier performing any aspect of the Purchase Order or otherwise acting consistently with an acceptance of the Purchase Order Form (but with effect, if earlier, from the Supplier taking steps relating to the provision of the Goods to the Buyer).

2. The Goods

2.1 The Supplier warrants that:

a. it is duly authorized to enter into and perform its obligations under this Purchase Order (and has and shall maintain for the duration of this Purchase Order until completion of delivery of all Goods in accordance with this Purchase Order, and afterwards for such period as required by law and/or best industry practice, all necessary licences, consents and permits);

b. the Goods shall conform with all particulars specified in the Purchase Order Form and all other requirements of the Purchase Order;

c. the Goods shall conform in all respects with the requirements of all Relevant Legislation at the date of the Purchase Order and without limiting the foregoing, the Goods shall be designed and constructed so as to be safe and without risk to the health or safety of persons using them;

d. the Goods shall be of satisfactory quality, new (unless otherwise stated on the Purchase Order Form) and fit for purpose;

e. the Goods shall not infringe any Intellectual Property Rights of any third party;

f. to the extent they comprise Soft Furnishings (as defined in the Special Conditions), lighting or loose furniture, the Goods shall comply with the applicable Special Conditions (Belmond Group Purchase Order Terms and Conditions (Special Conditions – Furniture at Lighting) at https://www.belmond.com/legal/suppliers).

2.2 The Buyer relies on the skill and judgment of the Supplier in the supply of the Goods and the performance of the Purchase Order.

2.3 The Parties shall comply with their respective obligations under the Special Conditions.

2.4 The Buyer is under no obligation to engage the Supplier (and the Supplier hereby acknowledges that the Buyer is not required to engage it) to provide any additional goods or services other than as set out in the Purchase Order Form.

3. Payment

3.1 The Buyer shall pay the sum(s) set out on the Purchase Order to the Supplier in consideration of the supply of the Goods in accordance with the Purchase Order.

3.2 Payment shall be made by the Buyer within 30 days of receipt by the Buyer (at its nominated address for invoices) of the Supplier’s valid original invoice or within 30 days after delivery of the Goods, whichever is the later. All invoices must refer to the Purchase Order Number, Project Name, Consecutive No. and/or Item Code No., Item Description Unit Quantity, Unit Cost and Totals. Copies of signed receipt of delivery dockets must accompany each invoice. Failure to carry out this procedure will result in non-certification of payment.

3.3 Unless otherwise stated on the Purchase Order:

a. the Price is fixed;

b. the Price includes all taxes (except VAT unless otherwise required by local law) and all other applicable imposts, customs clearing expenses, labour, delivery charges, costs of unloading, installation and/or commissioning and removal of packing material off site and all costs and expenses of the Supplier;

c. the Supplier may not invoice any part of the Price until all Goods have been delivered, regardless of whether Goods are delivered in separate deliveries.

3.4 If the Buyer fails to make a payment when due, save in the case of a bona fide dispute, the Supplier may charge interest on the overdue amount from the due date until payment, at a rate of 2% per annum above the Bank of England base rate from time to time.

4. Delivery

4.1 Unless otherwise specified on the Purchase Order, carriage/freight costs shall be at the Supplier’s expense. The Supplier shall ensure that the Goods are adequately packaged and correctly labelled (showing item number and description). Upon installation the Supplier shall (unless otherwise agreed by the Buyer) remove all packing material from the Delivery Address.

4.2 The Supplier is responsible for satisfying itself as to the delivery conditions and authorities/regulations required to make delivery to the Delivery Address (including but not limited to the suitability of site conditions, access ways, lift and door openings). The Supplier shall protect finished surfaces on-site during delivery, installation and removal of packaging.

4.3 The Goods shall be delivered to the Delivery Address.

4.4 Where the Delivery Address is on (or via) premises of the Buyer (or another member of the Belmond Group), any access to such Delivery Address and any assistance that may be provided by the Buyer in connection with such delivery shall be provided without acceptance of any liability by the Buyer. The Supplier shall indemnify the Buyer (for itself and on behalf of the Belmond Group) against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss in respect of any death or personal injury, or loss of or damage to property (whether real property or otherwise and including without limitation decorative damage, and including damage to any Goods), occurring in the course of delivery or installation to the extent that such death or injury, or loss or damage, is caused directly or indirectly by any wrongful act or omission of the Supplier or any of its Staff.

4.5 Time of delivery shall be of the essence. Failure to deliver any Goods within the time specified in the Purchase Order shall entitle the Buyer (at its option) to release itself from any obligation to accept or pay for the Goods and/or to cancel all or part of the order for the Goods, in either case without prejudice to its other rights and remedies pursuant to the Purchase Order. The Buyer also reserves the right to deduct a sum equal to its liquidated damages from the Price for any late delivery.

4.6 Delivery will only be evidenced against the signature of the Buyer’s Representative on the consignment notice.

4.7 On delivery, the Supplier shall provide to the Buyer or Buyer’s Representative all operational manuals, safety guides, as built drawings, guarantees and/or warranties as well as contact name and telephone numbers for the providers of these, and other similar documents relating to the Goods.

5. Title and Risk

Risk and title (which shall be full legal and beneficial title, unencumbered and with full title guarantee) in the Goods shall pass to the Buyer at the time of delivery, without prejudice to any of the rights or remedies of the Buyer pursuant to the Purchase Order.

6. Damage in Transit

On dispatch of any consignment of the Goods, the Supplier shall send to the Buyer an advice note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume. The Supplier shall free of charge and as quickly as possible either repair or replace (at the option of the Buyer) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the Buyer, provided that:

a. in the case of damage (however sustained) to Goods in transit (which shall include without limitation damage during delivery, unpacking and installation by the Supplier) the Buyer shall within 30 days of delivery give notice to the Supplier that the Goods have been damaged;

b. in the case of non-delivery the Buyer shall (provided that the Buyer has been advised of the dispatch of the Goods) within 10 days of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.

7. Inspection, Rejection and Guarantee

7.1 The Supplier shall allow and facilitate the Buyer or the Buyer’s Representative(s) to make such inspections or tests as it may reasonably require of the Goods (at each stage of fabrication, assembly, installation and finishing, as well as to monitor quality assurance and progress) at its premises, off-site (including but not limited to factories, sub-contractor facilities, plant, assembly, installation points, or stores) or in transit. No failure to make complaint at the time of such inspections or tests and no approval given during or after such inspections or tests shall constitute a waiver by the Buyer of any rights or remedies in respect of the Goods.

7.2 The Buyer may by written notice to the Supplier reject any of the Goods which fail to meet the requirements specified in the Purchase Order. Such notice shall be given within a reasonable time after delivery of the Goods concerned. If the Buyer rejects any of the Goods pursuant to this Condition, the Buyer shall be entitled (without prejudice to his other rights and remedies) to require the Supplier (which shall comply with such requirement in accordance with the terms of these Conditions) immediately to:

a. repair or (at the option of the Buyer) replace the defective Goods with Goods which do comply with the requirements of the Purchase Order (in which case, the Supplier will be required to provide standby equipment or goods until the defective Goods are repaired or replaced); or

b. refund the Buyer for the Goods concerned.

7.3 If the Supplier is not the manufacturer of the Goods, it shall ensure the Buyer receives the benefit of any manufacturer’s product guarantee or warranty in respect of the Goods (in a form satisfactory to the Buyer) and, to the extent required by the Buyer at any time, shall assist the Buyer is making any claim under such guarantee or warranty.

7.4 Notwithstanding Condition 7.3 above, the Supplier hereby offers its own guarantee in respect of the Goods; of 24 months from delivery. If the Buyer shall within such guarantee period or within 30 days thereafter give written notice to the Supplier of any defect in any of the Goods, the Supplier shall as quickly as possible remedy such defects (whether by repair or replacement at the option of the Buyer) without cost to the Buyer and without prejudice to any other rights or remedies of the Buyer.

7.5 Any Goods rejected or returned pursuant to Condition 7.2 or 7.4 shall be returned to the Supplier at the Supplier’s risk and expense.

8. Intellectual Property Rights

8.1 The Supplier shall take all necessary measures to ensure that the Goods will not infringe any Intellectual Property Rights of any third party. The Supplier shall indemnify the Buyer (for itself and on behalf of the Belmond Group) against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by any of them as a result of any claim or allegation that the Goods infringe the Intellectual Property Rights of any third party. The provisions of this Condition shall not apply in respect of any Goods or other materials to the extent they are made up in accordance with designs provided by the Buyer (“Buyer Designs”).

8.2 All Intellectual Property Rights owned by the Belmond Group (including but limited to those in the Buyer Designs) shall, as between the Parties, remain vested solely in the Buyer. Except to the extent necessary for the performance of its obligations under this Purchase Order, the Supplier shall not without prior written consent from the Buyer (a) disclose the Buyer Designs or use them (or designs confusingly similar to them) for any other goods or customer or (b) brand any item with Belmond Group names, logos or other Intellectual Property Rights.

9. Anti-Corruption, Sanctions and Slavery

9.1 The Supplier undertakes that it shall comply (and shall ensure that all its Staff shall comply) with the Anti-Corruption Legislation in connection with this Purchase Order and the Goods to be supplied under it and in particular shall not offer, promise, give or authorise the giving of any financial or other advantage directly or indirectly to:

a. a government official in an effort to secure official action; or

b. anyone in an effort to induce or reward that person or someone else to perform a relevant function or activity improperly.

9.2 The Supplier warrants (and shall ensure until termination or expiry of this Purchase Order) that it (and has taken measures to ensure that each member of its supply chain involved in the supply and/or delivery of the Goods):

a. does not engage people to work on terms which amount to slavery or enforced servitude for the purposes of the Modern Slavery Act 2015;

b. is not a Person Subject to Sanctions;

c. is not resident in, a citizen of, incorporated in or registered in (or similar) any Prohibited Country.

"Persons Subject to Sanctions" are (a) any person or entity of any kind designated by the U.S. Department of Treasury's Office of Foreign Assets Control from time to time as a "specially designated national or blocked person" or similar status; or (b) any person or entity of any kind described in Clause 1 of U.S. Executive Order 13224 issued on September 23, 2001 or any similar Executive Orders subsequent thereto; or (c) any person or entity of any kind included on any economic sanctions list(s) of the European Union ("EU") and/or any EU Member State and/or the United Kingdom ("UK"), or which is otherwise specifically targeted by UK, US or EU or EU Member State economic sanctions and/or restrictive measures; or (d) is otherwise identified in an official writing by a governmental or public authority, having jurisdiction over hotel properties owned or operated by the Buyer or Belmond Group (which applies generally within the jurisdiction of that authority) as a person or entity with whom the Buyer or Belmond Group are prohibited from transacting business.

“Prohibited Countries” are Crimea, Cuba, Iran, North Korea, Sevastopol, Syria, Belarus, Burundi, Central African Republic, Democratic Republic of Congo, Iraq, Lebanon, Libya, Nicaragua, Somalia, South Sudan, Sudan, Ukraine, Venezuela, Yemen and Zimbabwe.

9.3 Without limiting the foregoing clauses 9.1, 9.2 and 9.3, the Supplier shall when performing any of its obligations under this Purchase Order comply with Belmond’s Supplier Code of Conduct (available at www.belmond.com/legal/suppliers) and any other policies issued by the Buyer to the Supplier from time to time.

10. Indemnity and Insurance

10.1 Without prejudice to any other rights or remedies of the Buyer pursuant to the Purchase Order, the Supplier shall indemnify the Buyer (for itself and on behalf of the Belmond Group) against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by any of them as a result of or in connection with (a) death or personal injury, or loss of or damage to property (real or otherwise) caused by any defect in the Goods or any wrongful act or omission of the Supplier or its Staff during delivery of the Goods or otherwise (b) any breach by the Supplier of (i) the Supplier’s warranties set out in Condition 2 (The Goods), and/or (ii) Condition 5 (Title and Risk) and/or (Condition 9 (Anti-Corruption, Sanctions and Slavery) and/or Condition 11 (Confidentiality), (c) any claim brought against any of them by the Staff.

10.2 The Supplier shall effect and maintain with a reputable insurance company the following policy or policies of insurance (without unusual or onerous limitations or exclusions):

a. public and product liability insurance (or other appropriate general liability insurance) with cover of not less than $5 million or (if greater) two times the Price;

b. insurance against loss, damage or theft of the Goods prior to their dispatch, during loading and un-loading and during transit to the Delivery Address, with cover of not less than $5 million;

c. workers’ compensation or employers’ liability insurance (as applicable) with cover equal to $5 million (or the amount required by law, if greater);

d. (if neither workers’ compensation nor employers’ liability insurance are applicable in the Supplier’s jurisdiction, the Supplier instead of (c.) above shall effect and maintain for the same period) eligibility for and protection with the applicable government scheme, bond or similar for the matters ordinarily protected by workers’ compensation/employers’ liability insurance, with protection equal to $5 million (or the amount required by law, if greater), with all Supplier’s payments for this being up to date, and at the outset of this Purchase Order the Supplier shall provide evidence of this protection and up to date payments to the Buyer.

10.3 The Supplier shall produce to the Buyer’s Representative, on request, evidence that such insurance policies are in place and receipts for payment of the relevant premiums. The terms of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under the Purchase Order. Without prejudice to Condition 10.2, it shall be the responsibility of the Supplier to determine the amount of insurance cover that will be adequate to enable the Supplier to satisfy any liability referred to in this Condition.

10.4 This Condition 10 shall survive termination or expiry of the Purchase Order.

11. Confidentiality

11.1 Each Party shall keep all Confidential Information secret and not disclose such Confidential Information to anyone (except on a need to know basis for internal use only where necessary to perform its obligations under this Purchase Order to its employees or full time contractors bound by express written secrecy obligations) or use such Confidential Information other than to perform its obligations under the Purchase Order without the prior written consent of the Disclosing Party.

11.2 Condition 11.1 shall not apply to any Confidential Information to the extent that:

a. disclosure is required to or by any court, tribunal or governmental authority with competent jurisdiction or any accounting regulation or the rules or regulations of any relevant stock exchange;

b. it is or becomes generally and freely publicly available through no fault of the Receiving Party or its employees, servants or agents; or

c. it can be shown to have been independently originated by the Receiving Party or communicated to it in circumstances otherwise than where its disclosure to Receiving Party imparted a duty of confidence.

11.3 Neither Party shall issue any press release or other public document containing or make any public statement containing information, which relates to or is connected with this Purchase Order without the prior written approval of the other Party. This Condition shall not prevent any disclosure required by law or regulation (including but not limited to any accounting regulation or the rules or regulations of any relevant stock exchange).

11.4 Condition 11 shall survive termination and expiry of the Purchase Order.

12. Termination

The Buyer may (without prejudice to its other rights and remedies and without prejudice to any terms expressly or impliedly intended to survive termination or expiry of the Purchase Order) terminate the Purchase Order by written notice having immediate effect if the Supplier:

a. is or becomes subject to an Insolvency Event;

b. is in breach of the Purchase Order and either that breach is fundamental (which shall include, without limitation, a breach of Condition 9 (Anti-Corruption, Sanctions and Slavery) or not otherwise capable of remedy or, if capable of remedy (in the reasonable opinion of the Buyer) has not been remedied within 5 days of written notice to the Supplier requiring remedy.

13. General

13.1 The Purchase Order including these Conditions and applicable Special Conditions constitutes the entire agreement between the Parties relating to the Goods and their delivery. The Purchase Order supersedes all prior negotiations, representations and understandings, whether written or oral, except that this Condition shall not exclude liability in respect of any fraudulent misrepresentation. Without prejudice to the foregoing, no terms or conditions proposed at any time by the Supplier nor any terms the Supplier seeks to rely on based on trade custom, practice or course of dealing, shall form any part of the Purchase Order.

13.2 In the event of ambiguity or contradiction between the terms and conditions of the Purchase Order Form and these General Terms and Conditions, the terms of the Purchase Order Form shall prevail.

13.3 The Supplier shall not assign, sub-contract or in any other way dispose of the Purchase Order or any part of it without the Buyer’s prior written approval. If approval is given, the Supplier remains primarily liable to the Buyer for the acts and omissions of any sub-contractor.

13.4 A variation of this Purchase Order is valid only if it is in writing and signed by an authorised representative of each Party.

13.5 The failure of either Party to exercise any right or remedy shall not constitute a waiver of that right or remedy. No waiver shall be effective unless it is communicated to the other Party in writing. A waiver of any right or remedy arising from a breach of the Purchase Order shall not constitute a waiver of any right or remedy arising from any other breach of the Purchase Order.

13.6 If any provision of this Purchase Order is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Purchase Order shall remain valid and enforceable according to its terms.

13.7 The rights and remedies contained in this Purchase Order are cumulative and not exclusive of rights or remedies provided by law.

13.8 Save for any member of the Belmond Group, a person who is not a Party to this Purchase Order has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Purchase Order.

13.9 Unless otherwise agreed in writing, any notice or other form of communication between the Parties under or in connection with this Purchase Order (a "Notice") shall be in writing and may be delivered personally or sent by first class post pre paid recorded delivery (and air mail if overseas) or by e-mail to the Party due to receive the Notice to the address specified in the Purchase Order or to another address, person or e-mail address specified by that Party by not less than 7 days’ written notice to the other Party received before the Notice was despatched. Notices sent to the Buyer shall always be copied to legal@belmond.com

13.10 Unless there is evidence that it was received earlier, a Notice is deemed given:

a. if delivered personally, when left at the address referred to in the Purchase Order (or such other address as any Party may from time to time notify to the other under Condition 13.9);

b. if sent by first class pre-paid recorded post or airmail, 3 Business Days after posting it;

c. if sent by e-mail, when it appears as having been sent in the sender’s outbox, sent items folder or equivalent to the correct e-mail address, (without an out of office message or similar automated response having been issued in reply and without receipt of a notification of non-delivery), provided that e-mails sent after 6pm (local time to the recipient) or on a non-Business Day shall be deemed received on the next Business Day.

13.11 This Purchase Order and all matters arising from or connected with it shall be governed by, and construed in accordance with, English law. The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Purchase Order, including a dispute regarding the existence, validity or termination of it or the consequences of its nullity. The Parties agree that the courts of England are the most appropriate and convenient courts to settle any dispute and, accordingly, that they will not argue to the contrary.