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but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (in each case as amended or superseded from time to time);

“Belmond” means the member of the Belmond Group engaging the Supplier to perform the Services, as set out in the Purchase Order Form;

“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 Belmond);

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

“Business Day” means a day on which banks in London are open for business (other than a Saturday or Sunday);

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

“Completion” and "Completed" means completion of all Services or all Services in a particular Stage (as applicable) which includes (a) providing all Deliverables and obtaining approval of these from Belmond in accordance with Schedule B of these General Terms & Conditions; and (b) completion of all On Site Works in accordance with Schedule C of 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;

“Defects Liability Period” shall mean the period expiring 12 months from the countersigning by Belmond of the Final PC Certificate under Schedule C;

“Deliverable(s)” means all documents, reports, designs, and other work products to be delivered by or on behalf of the Supplier to Belmond as part of or in connection with the performance of the Services, in any form. ‘Deliverables’ include all such materials as relate, without limitation to design, survey, assessment, project management and advice services;

“Dispute Notice” means a notice issued by a party setting out a matter disputed in relation to the Services;

“Expert Assessment” means the process set out in Schedule C paragraph 4 of these Conditions;

“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;

“Low Level Noise Works” are On Site Works which are not likely to adversely affect hotel guests in their room, the pool area or restaurant or other public amenity areas at the Property whether by the level of noise, type of noise, or duration of noise or any vibration;

“On Site Works” means any parts of the Services that involve physical works by the Supplier on site at any Property;

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

“Price” means the price payable for the Services, exclusive of VAT on the Services (unless otherwise required by local law), as stated in the Purchase Order Form;

“Project” means the Project stated in the Purchase Order Form of which the Services form part or, if no project is stated, is the general project comprising the Services;

“Property” means property or properties (as applicable) owned or occupied by a member of the Belmond Group at which any Services will be performed;

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

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

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

“Services” means the services to be performed by the Supplier, including providing any Deliverables and any On Site Works, as set out in the Purchase Order;

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

“Stage(s)” means the Stage(s) of Services set out in the Purchase Order Form (if any);

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

“Surveyor” means any person appointed by Belmond to inspect or assess On Site Works or any part of them (which may be a third party project manager, architect or other professional), and if no such person is specifically appointed, the functions of the Surveyor may be performed by an employee of Belmond or the Belmond Group designated by Belmond for such purposes from time to time;

“VAT” means value added tax, indirect/sales tax or equivalent properly chargeable to Belmond on the Services;

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.

2. The Services

2.1 The Purchase Order Form comprises an offer by Belmond to instruct the Supplier to perform the Services 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 Services or otherwise acting consistently with an acceptance of the Purchase Order Form, but with effect from the earlier of this or the start of performance of any of the Services.

2.2 In any event, these Conditions apply to all services performed by the Supplier unless otherwise agreed in writing by a duly authorised member of Belmond.

2.3 The Supplier warrants that:

a. it is duly authorized to enter into and perform its obligations under this Purchase Order (and has all licences, consents and permits which are necessary to perform the Services and the Supplier undertakes to maintain these throughout the duration of providing the Services and the full period it is subject to obligations in this Purchase Order);

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

c. the Services shall be performed by appropriately qualified/trained Staff all of whom are engaged on terms which provide for all Intellectual Property Rights in each Deliverable they are involved in preparing, to be assigned absolutely by them to the Supplier;

d. the Services shall be performed with all skill, care and diligence and in compliance with the requirements of all Relevant Legislation.

2.4 The Supplier shall provide the Services to Belmond in accordance with the Purchase Order and shall meet all dates for provision of Services and Deliverables set out in the Purchase Order. Where there are any Deliverables as part of the Services, the provisions of Schedule B to these Conditions apply.

2.5 Time of performance of the Services shall be of the essence. Failure to perform the Services or part of them within the time specified in the Purchase Order shall entitle Belmond (at its option) to release itself from any obligation to pay for the Services, without prejudice to its other rights and remedies pursuant to the Purchase Order. Belmond also reserves the right to deduct a sum equal to its liquidated damages from the Price for any late performance. Where any Service or Deliverable must be provided without reference to a timescale, it must in any event be provided within a reasonable period.

2.6 The Supplier shall comply at all times when performing its obligations in this Purchase Order with the Belmond Supplier Code of Conduct (available at ww.belmond.com/suppliers) and any other policies issued by Belmond to the Supplier from time to time.

2.7 The Parties shall comply with their respective obligations under the Purchase Order Form and these Conditions.

2.8 Belmond is under no obligation to engage the Supplier (and the Supplier hereby acknowledges that Belmond is not required to engage it) in respect of any services in addition to those set out in the Purchase Order Form and is under no obligation to proceed with any other part of the Project and (if it does) it is under no obligation to engage the Supplier in any other part of the Project, and the Supplier shall not undertake any services in addition to the Services without Belmond’s prior written approval.

3. Payment

3.1 Belmond shall pay the sum(s) set out on the Purchase Order Form to the Supplier in consideration of the performance of the Services in accordance with the Purchase Order.

3.2 Payment shall be made by Belmond within 30 days of receipt by Belmond (at its nominated address for invoices) of the Supplier’s valid original invoice (which must include sufficient detail for Belmond to ascertain the Services to which it relates and its accuracy and shall contain the Purchase Order Form number), when due in accordance with the Purchase Order.

3.3 Unless otherwise stated on the Purchase Order:

a. the Price is fixed;

b. the Price includes all taxes (except VAT unless required by local law) and all other applicable imposts, costs and expenses of the Supplier, costs of Staff travel to/from the place(s) of performance of the Services, accommodation and sustenance and all Supplier and Staff telephone, internet, postage, other clerical charges and delivery costs and charges.

3.4 If Belmond fails to make a payment within the 30 day period in Condition 3.2, save in the case of a bona fide dispute, the Supplier may charge interest on the overdue amount from the end of that 30 day period until payment, at a rate of 2% per annum above the Bank of England base rate from time to time.

3.5 Unless stated otherwise on the Purchase Order Form, the Supplier shall not invoice any part of the Price until Completion of all Services for all Stages.

3.6 No sums shall be payable for any Services not performed for any reason.

4. Belmond Property

4.1 Where as part of the Services, the Supplier or any Staff will be present on the Property, the provisions of Schedule A of these Conditions apply to all such presence.

4.2 Where the Services include any On Site Works, the provisions of Schedule C shall apply in addition to all On Site Works.

5. Intellectual Property Rights

5.1 In further consideration of the Price, the Supplier:

a. warrants that no Deliverable shall infringe any Intellectual Property Rights of any third party;

b. hereby irrevocably and unconditionally assigns with full title guarantee to Belmond all Intellectual Property Rights in each Deliverable; and

c. shall (for no additional consideration and on demand) execute any additional documents as may be required from time to time to effect this assignment.

The provisions of Condition 5.1 shall not apply in respect of any Intellectual Property Rights made available by Belmond to the Supplier for inclusion in any Deliverable (“Belmond IPR”).

5.2 The Supplier shall indemnify Belmond (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 any Deliverable (excluding any Belmond IPR) (a) infringes the Intellectual Property Rights of any third party (b) has not been fully assigned to Belmond.

5.3 All Intellectual Property Rights owned by the Belmond Group (including but limited to the Belmond IPR) shall, as between the Parties, remain vested solely in Belmond. Except to the extent necessary for the performance of its obligations under this Purchase Order, the Supplier shall not without prior written consent from Belmond disclose any Deliverables or Belmond IPR or use them (or deliverables and/or Intellectual Property Rights confusingly similar to them) for any other Services or customer.

6. Anti-Corruption, Sanctions and Slavery

6.1 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 Services to be performed 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.

6.2 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 performance of the Services (including but not limited to the Staff)):

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.

7. Indemnity and Insurance

7.1 Without prejudice to any other rights or remedies of Belmond pursuant to the Purchase Order, the Supplier shall indemnify Belmond (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 (including decorative damage) to property (real or otherwise) caused by any wrongful or negligent act or omission of the Supplier or its Staff during the performance of the Services or otherwise (b) any breach by the Supplier of this Purchase Order (c) any claim brought against Belmond or any member of the Belmond Group by any Staff; (d) the negligence of the Supplier (or any of their respective employees, servants, agents or representatives including but not limited to any Staff) (e) any claim brought against Belmond or any member of the Belmond Group by any third party arising out of or in connection with the Services or failure to provide them in accordance with this Purchase Order and (f) any allegation by any person (including but not limited to any tax authority) that the Supplier (if an individual) or any of the Staff has, as a result of this Purchase Order or the Services to be provided under it, become (or should become) an employee of Belmond (or any member of the Belmond Group.

7.2 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 and for the level of cover stated or the amount required by law, if greater) whilst providing the Services and for at least 1 year thereafter:

a. public and product liability insurance with cover of not less than $5 million;

b. professional indemnity insurance with cover of not less than $5 million;

c. workers’ compensation or employers’ liability insurance (as applicable) with works cover of not less than $5 million;

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 Belmond;

e. where the Services involve any On Site Works, contractors’ all risk insurance with works cover of not less than (a) the Price plus any VAT on it or (b) the value of the On Site Works (if higher).

7.3 The Supplier shall comply with and shall not permit any breaches of its insurances and shall not vitiate or prejudice nor do or allow anything that will or may vitiate or prejudice its insurances.

7.4 The Supplier shall produce to the Belmond 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 7.2, 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.

7.5 Condition 7 shall survive termination or expiry of the Purchase Order.

8. Confidentiality

8.1 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.

8.2 Condition 8.1 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, agents (or, in the case of the Supplier as Receiving Party, its contractors); 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.

8.3 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).

8.4 Condition 8 shall survive termination and expiry of the Purchase Order.

9. Termination

9.1 Belmond may (without prejudice to its other rights and remedies and without prejudice to any terms expressly or impliedly intended to survive termination 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 6 (Anti Corruption, Sanctions and Slavery)) or not otherwise capable of remedy or, if capable of remedy (in the reasonable opinion of Belmond) has not been remedied within 5 days of written notice to the Supplier requiring remedy.

9.2 If the Services in the Purchase Order Form are split into Stages, Belmond may terminate the Purchase Order by written notice to the Supplier within 28 days following completion of any Stage.

9.3 On any termination or expiry, the Supplier shall return all Confidential Information where Belmond was the Disclosing Party (or permanently delete such Confidential Information where held electronically) save where required to be retained for legal or regulatory requirement, in which case such Confidential Information shall continue to be retained under strict confidentiality in accordance with Condition 8 (Confidentiality).

9.4 Following termination or expiry of this Purchase Order for whatever reason, the Supplier shall not at any time hold itself out as being connected with Belmond, the Belmond Group or a Property.

9.5 Termination or expiry of this Purchase Order for whatever reason shall not affect the rights of either Party in existence prior to the effective date of termination or expiry and shall not affect the rights of Belmond that arise after termination or expiry relating to Supplier breaches prior to termination or expiry, and in particular shall be without prejudice to the payment by the Supplier to Belmond of all sums due hereunder.

10. General

10.1 The Purchase Order including these Conditions and the Purchase Order Form constitutes the entire agreement between the Parties relating to the Services. 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.

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

10.3 The Supplier shall not assign, sub-contract or in any other way dispose of the Purchase Order or any part of it without Belmond’s prior written approval. If consent is given, the Supplier remains primarily liable to Belmond for the acts and omissions of any sub-contractor, and shall also procure a full valid collateral warranty in favour of Belmond (in a form approved by Belmond) from any permitted sub-contractor for all services and works undertaken by that sub-contractor.

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

10.5 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.

10.6 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.

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

10.8 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.

10.9 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 Belmond shall always be copied to legal@belmond.com

10.10 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 11.9);

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.

10.11 No provision of this Purchase Order creates a partnership between the Parties or makes Belmond the agent of the Supplier or vice versa.

10.12 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 (save where expressly provided for Expert Assessment under the procedure in Schedule C) 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.

 

SCHEDULE A – Provision for entry onto Belmond Property

1. Belmond Property

The Supplier shall itself and shall procure that all Staff at all times comply with all Relevant Legislation (including in particular, without limiting the foregoing, applicable Health & Safety legislation) and the instructions of the Belmond Representative.

SCHEDULE B – Deliverables

1. Deliverables

1.1 The Supplier shall ensure all the Deliverables are in accordance with the following criteria (without prejudice to any other criteria in the Purchase Order) to be considered as being validly prepared:

a. the standards generally expected for a Belmond Group property;

b. the sustainable aims of the Project and using locally sourced materials where possible, provided that no unnecessary compromises shall be made on quality and any imported, or custom-made items must be discussed with and are subject to Belmond’s prior approval;

c. all Relevant Legislation;

d. the requirements in the Purchase Order Form;

e. Belmond’s instructions as to the selection / technical specifications of all materials etc. to be used in the Project.

1.2 All Deliverables must be provided to Belmond (or anyone else stated in the Purchase Order Form) who shall have 10 Business Days following (i) its receipt of the last Deliverable or (ii) its receipt of the last Deliverable for a particular Stage where the Services are to be provided in multiple Stages, to give its comments, which shall be incorporated by the Supplier in a revised issue of the Deliverables within 3 Business Days. If a Deliverable has not been approved by Belmond after 2 drafts, Belmond may terminate this Purchase Order (without penalty) immediately by written notice.

1.3 Any Deliverable not approved following 3 drafts must be recommissioned by the Supplier at the request of Belmond.

1.4 On any termination of this Purchase Order, the Supplier shall at no cost to Belmond provide all Deliverables prepared to date, whether or not in final form.

SCHEDULE C – On Site Works

1. On Site Works Requirements

This paragraph 1 applies to all aspects of On Site Works.

1.1 The On Site Works shall be performed in compliance with all licences, consents and permits necessary for the On Site Works.

1.2 The Supplier warrants that:

a. as part of providing the Services it has considered and assessed each Property and it considers each Property is suitable for the On Site Works and they can lawfully be carried out by it;

b. it has considered and is deemed to be aware of and has allowed in the Price for any restrictions and regulations regarding access, delivery, transportation, loading, unloading, hoisting, safety, security, working hours, etc., which may be imposed and affect the completion of the On Site Works.

1.3 All On Site Works must be carried out by the Supplier:

a. using good quality, new (unless stated on the Purchase Order Form) materials which are fit for the purpose for which they will be used;

b. in a good and workmanlike manner and in accordance with good building and other relevant practices, codes and guidance;

c. strictly in accordance with any plans, drawings and specifications appended to, included in or incorporated by reference in the Purchase Order;

d. causing as little disturbance, inconvenience and noise as possible to Belmond and hotel guests and the operation of the Property, and only on days and during hours as set out in the Purchase Order Form or otherwise agreed by Belmond in writing;

e. if required by Belmond’s Representative (in any way including orally) due to any noise or vibration or other disruption or disturbance arising from any On Site Works, the Supplier must immediately cease such On Site Works and such On Site Works will not constitute Low Level Noise Works. If the Supplier will engage in On Site Works which are not Low Noise Level Works, the Supplier must give Belmond at least 5 days’ prior notice;

f. to the highest standards compatible with a luxury resort;

g. with all Staff properly trained to perform the On Site Works and they shall all be lawfully entitled to work in the location where the relevant Property is situated, and the Supplier shall ensure a safe working environment;

h. in compliance with all requirements of the insurers of the Property and/or the Belmond Group which are notified from time to time to the Supplier;

i. in accordance with all requirements and recommendations of all relevant utility suppliers where the On Site Works will or may affect any utilities or utility apparatus;

j. in compliance with the Purchase Order Form;

k. taking all proper steps to ensure the On Site Works do make any of the following unsafe: the structure of all buildings at or comprising the Property, any plant or machinery at the Property, any neighbouring land or building;

l. in compliance with the Belmond project safety manual and any other policies issued by Belmond to the Supplier from time to time;

m. avoiding as far as reasonably practicable, public areas at the Property and accessing the Property at points indicated by Belmond;

n. ensuring all materials, equipment and On Site Works are kept as tidy and orderly as practicable and with the minimal interference with the general aesthetic environment at the Property; and

o. with all On Site Works including snagging items being Completed within the timescales in the Purchase Order Form.

1.4 The Supplier shall:

a. itself and procure all Staff at a Property conduct themselves appropriately for a luxury hotel;

b. facilitate for Belmond, its representatives and advisers and the Surveyor to inspect the on-going On Site Works and to monitor compliance by the Supplier with the terms of this Purchase Order.

1.5 In respect of all materials and equipment provided or obtained by the Supplier as part of the On Site Works, the Supplier shall ensure:

a. Belmond receives unencumbered legal and beneficial title with full title guarantee to such materials and equipment when they are delivered to the Property;

b. the materials and equipment meet all requirements and specifications in this Purchase Order;

c. none shall be actually or potentially hazardous or deleterious to health and safety or to the structure or stability, durability or the physical integrity of the On Site Works or the Property;

d. Belmond receives the benefit of any manufacturer or supplier product guarantee or warranty;

e. they are compliant with all Relevant Legislation and are designed and constructed so as not to be hazardous to health or safety or the environment;

f. all manuals, safety guides and other materials provided with such materials or equipment are passed to Belmond on or before completion of the Services (or if earlier, completion of the relevant Stage in which they are provided);

g. the Supplier is responsible for any damage in transit (however sustained) and failure of delivery of such items.

1.6 In respect of all materials and equipment provided or obtained by a member of the Belmond Group for use in the On Site Works, the Supplier acknowledges it has no legal right to these, and shall promptly notify Belmond if any such materials or equipment do not comply with the conditions in paragraph 1.5 above for Supplier provided materials and equipment.

1.7 The Supplier shall ensure all materials, tools and equipment are left properly secured and safe at all times including when it is not on site.

1.8 Notwithstanding any payment of the Price (or any part) or any acceptance by Belmond of the Services, the Supplier shall promptly on notice (at no cost to Belmond) remedy any snagging items in the On Site Works, and the terms of this Purchase Order shall apply to such further works.

1.9 The Price is inclusive of all costs of carrying out On Site Works including (without limitation and without limiting the preceding sub-paragraphs) customs clearing expenses, labour, transportation, supplies, goods and installation.

1.10 Without prejudice to any other rights or remedies, in the event of termination of this Purchase Order (for whatever reason), unless agreed otherwise by the Belmond in writing, the Supplier shall (without cost to Belmond) provide all reasonable assistance to ensure a smooth handover to any replacement provider of On Site Works.

2. On Site Works (Payment Triggers)

This paragraph 2 applies where both (i) the Services include On Site Works; and (ii) the Purchase Order Form provides for payments of part or all of the Price on completion of On Site Works (or a Stage involving On Site Works) (a “Works Based Payment”).

2.1 When the Supplier considers it has completed all On Site Works in a Stage, the Parties shall agree a date and time to conduct (at no additional cost to Belmond) a joint inspection of the On Site Works completed and provided to date (“Joint Inspection”). Prior to the Joint Inspection the Supplier shall also provide all relevant supporting documents and information to assist Belmond and the Surveyor in assessing the On Site Works done as at the Joint Inspection.

2.2 If Belmond or the Surveyor, acting reasonably, consider any On Site Works to be defective or that there are any snagging items, Belmond or the Surveyor may notify the Supplier (“Defect Notice”) who shall, within 5 Business Days (or such other period as the Parties may agree in writing) remedy such defects and snagging items (at no additional cost to Belmond).

2.3 The Supplier shall, within 3 Business Days of each Defect Notice, notify Belmond in writing of any items in the Defect Notice which it disputes, setting out the basis for such dispute in a Dispute Notice, failing which it shall be deemed to accept the Defect Notice.

2.4 In the event of a Dispute Notice, the matter will be resolved in accordance with Expert Assessment.

2.5 Any Joint Inspection and Defect Notice is without prejudice to Belmond’s rights in respect of any snagging items or defects in On Site Works or any breach of this Purchase Order.

2.6 On Site Works for a Stage shall not be deemed Completed until:

(a) Belmond agrees such On Site Works have been Completed following a Joint Inspection;

(b) if there is a Defect Notice and no Dispute Notice, all defects in the Defect Notice have been remedied in full

(c) if there is a Dispute Notice, the Expert Assessment process has concluded and any defects upheld in the Expert Assessment have been remedied in full, and in all cases, all snagging items have been remedied.

2.7 A Works Based Payment for a Stage may not be invoiced by the Supplier unless the On Site Works for that Stage have been Completed in accordance with this paragraph 2.

3. On Site Works Completion

3.1 The Supplier shall give Belmond and the Surveyor not less than 5 Business Days’ written notice of the date on which it considers the On Site Works as a whole to be duly completed. Following receipt of each such notice, the Parties shall agree a date and time to conduct (at no additional cost to Belmond) a further Joint Inspection of the Works.

3.2 If, following that Joint Inspection, Belmond is:

a. satisfied that all On Site Works appear to have been performed in accordance with this Purchase Order, the Supplier shall issue a practical completion certificate for such On Site Works (a “Practical Completion Certificate”) which Belmond shall amend as necessary and, if satisfied, countersign, and which shall also identify all snagging items (“Final PC Certificate”);

b. not satisfied that all the Works have been performed in accordance with this Purchase Order, Belmond shall provide to the Supplier a list of defects and the Supplier shall, within 5 Business Days (or such other period as the Parties may agree in writing) remedy such defects (at no additional cost to Belmond). This procedure shall be repeated until a Practical Completion Certificate is signed by Belmond.

3.3 In the case of a dispute between the Parties in relation to practical completion of the On Site Works, this shall be resolved in accordance with Expert Assessment.

3.4 The Supplier shall at its own cost remedy all snagging items identified in the Final PC Certificate as soon as possible on the terms of this Purchase Order as part of the On Site Works.

3.5 Notwithstanding payment of the Price (or any part) and/or the issue of Defect Notices and/or a Practical Completion Certificate and/or countersigned Final PC Certificate, the Supplier shall (at no additional cost to Belmond) promptly repair (and/or replace as applicable) any defects (in materials and/or workmanship and/or the On Site Works) notified to the Supplier by Belmond (or its nominee or assignee) during the Defects Liability Period.

3.6 All On Site Works shall not be deemed Completed until Belmond has countersigned the Final PC Certificate and all snagging items have been remedied.

4. Expert Assessment

Where the Purchase Order refers to “Expert Assessment”, the following procedure applies:

4.1 The Parties shall within 3 Business Days of receipt of a Dispute Notice, arrange for their representative(s) to meet or participate in a conference call with the Surveyor (“Resolution Meeting”) to discuss the Dispute Notice. The Parties shall use their reasonable endeavours to agree the matter in dispute during the Resolution Meeting, failing which either Party may refer the dispute to an independent quantity surveyor (“Expert”) agreed by the Parties within 10 Business Days following the Resolution Meeting. If the Parties fail to agree upon an Expert within such 10 Business Day period, then the Expert shall be selected by the Chairman of the London Quantity Surveyor Institute, QSI, on application by either Party.

4.2 An individual or consulting firm cannot be an Expert if Belmond or the Supplier (or any Staff), directly or indirectly, employed or retained such individual or consulting firm within six months before the date of selection of the Expert. The engagement terms for the Expert shall oblige the Expert to (i) notify the Parties in writing of the Expert’s decision within 30 days from the date on which the Expert is selected, or such other period as the Parties may agree, and (ii) establish a timetable and process for each Party to make submissions and replies to the Expert. Save in the case of fraud or manifest error, the decision of the Expert shall be final and binding on the Parties and cannot be challenged, whether by arbitration, in court or otherwise. Unless the Expert determines otherwise, the costs of the Expert shall be borne as to 50% by each Party. Belmond may (without obligation) pay the Supplier’s share of the Expert’s costs if not paid within 7 days of invoice, and the Supplier will reimburse such payment to Belmond on demand, which sum will be due as a debt.