Contract

FUTURE MOTORS LIMITED

TERMS AND CONDITIONS FOR THE SALE OF GOODS

1. Interpretation

The following definitions and rules of interpretation in this clause apply in this Conditions.

1.1 Definitions:

ADR Notice: has the meaning given in Clause 28.1(c).

Affected Party: has the meaning given in clause 25.2.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Claim: has the meaning given in clause 16.2.

Commencement Date: has the meaning given in clause 2.2.

Conditions: means these terms and conditions, as amended from time to time in accordance with clause 30, along with any terms and conditions contained within the Quotation.

Confidential Information: any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its Group, including information relating to a party's operations, processes, plans, product information, Know-how, designs, trade secrets, software, market opportunities and customers.

Contract: the contract between the Supplier and the Customer for the supply of Good and Services in accordance with these Conditions.

Customer: the company who purchases Good and Services from the Supplier;

Customer Materials: any material owned by the Customer relating to the Services (and any modifications to that material);

Deliverables: means the deliverables ancillary to the supply of the Services, including without limitation any media on which the results of the Services are supplied;

Delivery: completion of delivery of Goods and Services specified in an Order in accordance with Clause 7.

Delivery Date: the date specified for delivery of Goods specified in by the Supplier in accordance with Clause 7.2.

Delivery Location: as confirmed in the Quotation

Discount Statement: the volume discount (if any) as detailed in the Quotation

Dispute: has the meaning given in Clause 28.1.

Dispute Notice: has the meaning given in Clause 28.1.

Force Majeure Event: has the meaning given in clause 25.1.

Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

holding company: has the meaning given in Clause 1.6

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, Know-how, businesss names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in design, rights in computer software , database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) 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 right to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

Know-how: means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);

Mandatory Policies: the Supplier's business policies provided to the Customer upon written request.

Manufacturer: Turntide Technologies Inc.

month: a calendar month.

Order: the Customer's written acceptance of the Supplier's Quotation.

Order Number: the reference number to be applied to an Order by the Supplier in accordance with clause 4.6.

Goods: the Goods set out in the Quotation ordered by and supplied to the Customer.

Price Adjustment Notice: has the meaning given in clause 12.4.

Prices: the prices of the Goods as determined in accordance with clause 11.1 and Price means the price of an individual Product as determined in accordance with that clause.

Quotation: means the Supplier’s quotation for the Goods offered at a stated price under specified conditions.

Services: the services as set out in the Quotation.

Service Charge: means the price of any Services as set out in the Quotation.

Specification: the specification of the Goods and the scope of Services set out in the Quotation.

subsidiary: has the meaning given in clause 1.6.

Supplier: means Future Motors Limited, a company registered in England and Wales under number 11394800 whose registered office is at Kingfisher House, Radford Way, Billericay, Essex, United Kingdom, CM12 0EQ

Term: the term of the Conditions, as determined in accordance with clause 21.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

Warranty Period for Goods: has the meaning given in Clause 5.4

year: 1 January to the following 31 December.

1.2 Clause, and paragraph headings shall not affect the interpretation of theseConditions.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. For the purposes of determining whether a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be construed so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 The Contract shall be binding on, and enure to the benefit of, the parties to the Contract and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.9 Unless expressly provided otherwise in these Conditions, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.10 A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provisions.

1.11 A reference to writing or written includes email.

1.12 Any obligation in these Conditions on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.13 A reference to these Conditions or Contract or to any other agreement or document is a reference to this these Conditions or Contract or such other agreement or document, in each case as varied from time to time.

1.14 References to Clauses are to the Clauses of theseConditions;

1.15 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Goods and Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order confirming an Order Number at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Good and Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 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 law, trade custom, practice or course of dealing.

3. Supply of Goods and services.

3.1 During the Term, the Supplier shall supply and the Customer shall purchase such quantities of Goods as the Customer may order under clause 4 in accordance with these Conditions and the Quotation.

3.2 During the Term, the Supplier agrees to supply, and the Customer agrees to purchase, the Services on the terms set out in these Conditions and the Quotation.

4. Customer obligations

4.1 The Customer shall at all times and in all respects:

(a) perform its obligations in accordance with the terms of theseConditions;

(b) co-operate with the Supplier to ensure compliance with the Mandatory Policies;

(d) co-operate with the Supplier in all matters arising under these Conditions or otherwise relating to the supply of Goods and performance of the Services;

(e) make the Delivery Location accessible to the Supplier and the Supplier’ personnel and subcontractors as may be necessary for the Supplier to deliver the Goods and perform the Services and otherwise comply with its obligations under these Conditions;

(f) provide the Customer Materials, and all other information, documents, materials, data or other items necessary for the supply of the Goods and provision of the Services, to the Supplier in a timely manner;

(g) inform the Supplier in a timely manner of any matters (including any health, safety or security requirements) which may affect the supply and/or delivery of the Goods and the provision of the Services;

(h) ensure that all tools, equipment, materials or other items provided to the Supplier for the supply and delivery of the Goods and provision of the Services are suitable, in good condition and in good working order; and

(i) obtain and maintain all necessary licences, permits and consents required to enable the Supplier to supply and deliver the Goods and perform the Services and otherwise comply with its obligations under of these Conditions.

5. Orders

5.1 Any Quotation given by the Supplier shall not constitute an offer, and is only valid for a period of twenty-two (22) Business Days from its date of issue

5.2 In the event of any conflict between the terms of these Conditions and the Quotation, the Quotation shall take precedence.

5.3 Each Order shall be deemed to be a separate offer by the Customer to purchase Goods and Services on the terms of these Conditions and the Quotation, which the Supplier shall be free to accept or decline at its absolute discretion

5.4 No Order shall be deemed to be accepted by the Supplier until it issues an Order Number pursuant to Clause 2.2 or (if earlier) the Supplier notifies the Customer that the Order is ready for collection.

5.5 Each Order shall:

(a) be given in writing;

(b) specify the type and quantity of Goods ordered; and

(c) the preferred Delivery Date but the actual Delivery Date will be confirmed by the Supplier in accordance with Clause 5.6.

5.6 The Supplier shall assign an Order Number to each Order it accepts and notify those Order Numbers to the Customer together with the Delivery Date, subject to Clause 5.7, on which the Goods specified in an Order will be ready for collection or delivery and the Services will be performed. Each party shall use the relevant Order Number in all subsequent correspondence relating to the Order.

5.7 If no Delivery Date is detailed in accordance with Clause 5.6, and it is agreed by the parties that such date will be is to be specified after the placing of an Order, the parties shall act reasonably to agree the Delivery Date and the Customer shall give the Supplier reasonable advance notice of any relevant information.

5.8 The Customer may within three (3) days of placing an Order, or any other reasonable period agreed in writing by the Supplier, amend or cancel an Order by written notice to the Supplier. If the Customer amends or cancels an Order, its liability to the Supplier shall be limited to payment to the Supplier of all costs reasonably incurred by the Supplier in fulfilling the Order up until the date of deemed receipt of the amendment or cancellation, except that the Customer shall have no liability to the Supplier where the amendment or cancellation results from the Supplier's failure to comply with its obligations under these Conditions.

6. Quality and packing

6.1 The Supplier agrees that during the Term it will use commercially reasonable endeavours to maintain sufficient stocks of Goods to enable it to supply the Customer.

6.2 The Supplier shall supply the Goods in accordance with all Good Industry Practice standards that are applicable.

6.3 The Supplier shall ensure that the Goods are properly packed and secured in a manner to enable them to reach their destination in good condition.

6.4 The Supplier warrants that on delivery, and for a period of three (3) years from the Date of Delivery (Warranty Period for Goods), the Goods supplied to the Customer by the Supplier under the Contract shall:

(a) conform to the Specification; and

(b) comply with all applicable statutory and regulatory requirements.

6.5 The Supplier warrants that:

(a) the Services shall be performed in accordance with Good Industry Practice; and

(b) the Services performed and the Deliverables supplied shall be free from material defects at Completion..

6.6 Except as set out in this clause 6:

(a) the Supplier gives no warranty and makes no representations in relation to the Goods or Services;

(b) The Supplier shall have no liability for any non-compliance with the warranties in clause 6.4 or 6.5 other than set out in clause 7;

6.7 The Supplier shall obtain and maintain in force for the Term all licences, permissions, authorisations, consents and permits needed to supply the Goods and perform the Services in accordance with the terms of these Conditions.

6.8 The Supplier shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the packing, packaging, marking, storage, handling, and delivery of the Goods and performance of the Services.

6.9 The Supplier accepts no responsibility for the removal of any existing plant and equipment of the Customer, removal of which shall be undertaken by the Customer at their own cost.

7. Delivery and performance of Services

7.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

7.2 The Supplier shall deliver the Goods to the Delivery Location and perform the Services at the Delivery Location set out in the Quotation or such other location as the parties may agree in writing at any time after the Customer has sent their Order.

7.3 In the event that it is confirmed in the Quotation that the Customer shall collect the Goods from one of the Supplier’s premises or such other location as may be agreed with the Customer, the Customer shall collect the Goods within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready (or when otherwise agreed)

7.4 If the Goods are delivered by the Supplier then Delivery shall be completed either on (i) the completion of the unloading of the Goods at the Delivery Location, or (ii) in the event that the Supplier installs the Goods at the Delivery Location, then Delivery shall be completed once the Supplier has confirmed to the Customer that installation is complete.

7.5 If the Customer is collecting the Goods from the Delivery Location then Delivery shall be complete upon the Customer loading the Goods.

7.6 The Services shall be considered complete upon the Supplier’s written notification to the Customer of such completion.

7.7 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and the time of delivery or performance is not of the essence. The Supplier shall use its reasonable endeavours to deliver the Goods and/or perform the Services in accordance with any delivery dates for Goods and/or commencement or end dates specified for performance. Any Services which do not have specified commencement or end dates shall be performed by the Supplier within a reasonable period of time. The Supplier shall not be liable for any delay in delivery of the Goods and/or delay in failure to complete the Services that is caused by:

(a) the Customer’s failure to make the Delivery Location available;

(b) the Customer’s failure to prepare the Delivery Location in accordance with the Supplier’s instructions;

(c) the Customer’s failure to provide the Supplier with adequate instructions for delivery of the Goods and/or performance of the Services;

(d) a breach by the Customer of any of its obligations under these Conditions;

(e) any design, specification or requirement of the Customer;

(f) the Customer’s failure to supply the Customer Materials in a timely manner; or

(g) Force Majeure.

7.8 If the Supplier fails to deliver the Goods or perform the Services, its liability shall be limited to the reasonable costs and expenses incurred by the Customer in obtaining replacement Goods or services of similar description and quality in the cheapest market available, less the price of the Goods and Services. The Supplier shall have no liability for any failure to deliver the Goods or perform the Services to the extent that such failure is caused by the Customer's failure to comply with its obligations under clauses 4 and 7.7.

7.9 If the Customer fails to take or accept delivery of the Goods within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready or the Customer fails to remove any existing plant or equipment that causes any delay in delivery by the Supplier then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under these Conditions in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth (5^th) Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

7.10 If ten (10) Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

7.11 The Supplier 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.

7.12 The Supplier shall be fully responsible for removing any waste, packaging and recycling of the Supplier from the Delivery Location at no cost to the Customer.

7.13 The Customer shall be fully responsible for removing any waste, packaging and recycling of the Customer at the Delivery location at no cost to the Supplier.

8. Acceptance and defective Goods and services

8.1 The Customer may reject any Goods delivered to it that do not comply with clause 6.4, provided that:

(a) notice of rejection is given to the Supplier:

(i) in the case of a defect that is apparent on normal visual inspection, within five Business Days of Delivery;

(ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and

(b) none of the events listed in clause 8.3 apply.

8.2 If the Customer fails to give notice of rejection in accordance with clause 8.1, it shall be deemed to have accepted these Goods .

8.3 The Supplier shall not be liable for a Goods' failure to comply with the warranty set out in clause 6.4 in any of the following events:

(a) the Customer makes any further use of those Goods after giving notice in accordance with clause 8.1;

(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions for the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

(d) the Customer alters or repairs those Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

8.4 If the Customer rejects Goods in accordance with clause 8.1 then the Customer shall be entitled to require the Supplier to replace the rejected Goods and the Customer shall be responsible for any cost to remove any rejected Goods, return them to the Supplier and for the cost to reinstall the replacement Goods. Once the Supplier has complied with the Customer's request, it shall have no further liability to the Customer for the rejected Goods' failure to comply with 6.4.

8.5 Subject to the provisions of clause 7.7, the Supplier shall, at its option, remedy, re-perform or refund the Price of any Services or Deliverables that do not comply with clause 6.5, provided that the Customer serves a written notice on the Supplier that some or all of the Services or the Deliverables (as the case may be) do not comply with clause 5.5, and identifying in sufficient detail the nature and extent of the defects within five Business Days of the Supplier confirming completion in accordance with clause 7.6 (where the breach is in respect of clauses 6.5a or 6.5b).

8.6 The terms of theseConditions shall apply to any replacement Goods and/or re-performed Services supplied or performed by the Supplier but in no event shall the Warranty Period for Goods be extended.

8.7 The provisions of this clause 8 set out the Customer’s sole and exclusive remedies (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clauses 6.4 or 6.5 or for any other error or defect in the Goods, Deliverables or defective performance of the Services.

9. Suspension of delivery of Goods and performance of services

9.1 If the Supplier is prevented or delayed in delivering the Goods and/or performing the Services by any cause attributable to the Customer pursuant to clauses 7.7, the Supplier (without prejudice to its other rights):

(a) may suspend delivery of the Goods and/or performance of the Services until the Customer remedies its default;

(b) shall not be liable for any costs or losses sustained by the Customer as a result of such suspension; and

(c) may charge the Customer (and the Customer shall pay under these Conditions) costs or losses incurred by the Supplier arising from the Customer’s default, subject to clause 17.

10. Title and risk

10.1 Risk in Goods shall pass to the Customer on Delivery.

10.2 Title to Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and all other sums that are or that become due to the Supplier from the Customer for sales of Goods or on any account, in which case title to these Goods shall pass at the time of payment of all such sums.

10.3 Until title to Goods has passed to the Customer, the Customer shall:

(a) store those Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to those Goods;

(c) maintain those Goods in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier. The Customer shall obtain an endorsement of the Supplier's interest in the Goods on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow the Supplier to inspect those Goods and the insurance policy; and

(d) give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

10.4 At any time before title to the Goods passes to the Customer, the Supplier may:

(a) by notice in writing, terminate the Customer's right to use them in the ordinary course of its business; and

(b) require the Customer to deliver up all the Goods in its possession that have not been irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Goods are stored in order to recover them.

11. Product and services prices

11.1 The Prices and Service Charges for the period from the Commencement Date shall be the prices set out in the Quotation.

11.2 The Prices and Service Charges are exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier any additional amounts in respect of VAT as are chargeable on a supply of Goods and performance of Services.

11.3 The Prices are exclusive of the costs of packaging, insurance and carriage of the Goods, which shall be paid by the Customer.

12. Price review

12.1 The Supplier shall have the right to increase the Prices from time to time having regard to the following factors:

(a) changes to the Supplier's costs of distributing the Goods;

(b) the volumes of Goods ordered by, and supplied to, the Customer;

(d) the prices at which comparable Goods are supplied by other suppliers in the open market;

(e) any cost reductions achieved by the Supplier since the last Product price review (to the extent that they have not already been taken into account in the Product Prices; and

(f) if increases in the costs of raw materials or in the Consumer Prices Index exceed 3% over any consecutive three-month period

12.2 The Supplier shall give the Customer not less than one month's prior notice in writing of the proposed changes (Price Adjustment Notice).

12.3 The Supplier may increase the Service Charges by providing the Customer with a Price Adjustment Notice.

12.4 The Supplier shall provide all such evidence as the Customer may reasonably request in order to verify:

(a) invoices submitted by the Supplier; and

(b) Discount Statements (if any); and

12.5 All disputes concerning the Prices or Service Charges shall be resolved in accordance with clause 27.

13. Terms of payment

13.1 The Supplier shall be entitled to invoice the Customer for each Order on or at any time after Delivery. Each invoice shall quote the relevant Order Numbers.

13.2 The Customer shall pay invoices in full and in cleared funds within 30 days of the date of invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

13.3 If a party fails to make a payment due to the other party under the Contract by the due date, then, without limiting the other party's remedies under clause 7 and 21.2 the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

13.4 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of the Customer giving notice to the Supplier, the dispute shall be resolved in accordance with clause 28. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 13.2.

13.5 All amounts due by the Customer in respect of the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law.

13.6 All payments payable to the Supplier or the Customer under the Contract shall become due immediately on its termination or expiry. This clause 13.6 is without prejudice to any right to claim for interest under the law or under the Contract.

14. Insurance

14.1 During the Term and for a period of one year afterwards the Supplier shall maintain in force the following insurance policies with reputable insurance companies:

(a) public liability insurance with a limit of at least [£[AMOUNT] million a claim]; and

(b) product liability insurance with a limit of at least [£[AMOUNT] million] for claims arising from a single event or series of related events in a single calendar year.

14.2 The Supplier shall ensure that any sub-contractors also maintain adequate insurance having regard to their obligations under these Conditions.

14.3 The Supplier's liabilities under these Conditions shall not be deemed to be released or limited by the Supplier taking out the insurance policies referred to in clause 14.1.

15. Compliance with laws and policies

15.1 In performing its obligations under these Conditions, the Customer shall and shall procure that each member of its Group comply with:

(a) all applicable laws, statutes, regulations and codes from time to time in force; and

(b) the Mandatory Policies.

15.2 The Supplier may terminate theContract with immediate effect by giving written notice to the Customer if the Customer commits a breach of clause 15.1.

16. Indemnity

16.1 The Supplier shall indemnify the Customer 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 costs (calculated on a full indemnity basis) and all and other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the supply or use of the Goods.

16.2 The Supplier's liability under this indemnity is conditional on the Customer discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the Customer that may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Customer shall:

(a) as soon as reasonably practicable, give written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;

(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier;

(c) give the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier's expense to assess the Claim); and

(d) be deemed to have given the Supplier sole authority to avoid, dispute, compromise or defend the Claim.

16.3 The Customer shall indemnify the Supplier against all actions, proceedings, claims, demands, costs, awards, losses or damages howsoever arising, as a result of any claim made by a third party against the Customer or the Supplier for the infringement of intellectual property rights arising out of, or in connection with, the Goods to the extent that such a claim is attributable to the Customer, its employees, agents or subcontractors’ use of any name, brand, logo, or trade mark (registered or otherwise) or other identifier in relation to the Goods which in any way differs from, is additional to, or in place of that applied to the Goods supplied to the Customer by the Supplier.

16.4 The indemnity set out in sub-Clause 16.3 shall apply provided that:

(a) the Supplier gives written notice to the Customer of any claim or proceeding as soon as is reasonably possible following receipt of it;

(b) the Supplier makes no admission of liability, agreement or compromise and gives the Customer sole authority to defend or settle the claim or proceedings at the Customer’s cost and expense; and

(c) the Supplier gives the Customer all reasonable information, access and assistance in connection with any such claims or proceedings at the Customer’s cost and expense.

16.5 Notwithstanding the provisions of sub-Clause 15.4.b, the Customer may nevertheless settle a claim without the Supplier’s involvement or consent (but subject to giving the Supplier prior written notice of the terms of any such settlement) if it reasonably believes that failure to do so would be in any material way prejudicial to it.

16.6 Notwithstanding the provisions of sub-Clause 15.2.b the Supplier may nevertheless settle a claim without the Buyer’s involvement or consent (but subject to giving the Buyer prior written notice of the terms of any such settlement) if it reasonably believes that failure to do so would be in any material way prejudicial to it.

16.7 Nothing in this clause 15 shall restrict or limit the Customer's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

17. Limitation of liability

17.1 References to liability in this clause 17 include every kind of liability arising under or in connection with the Contrtact including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

17.2 Nothing in this clause 17 shall limit the Customer's payment obligations under the Contract.

17.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

17.4 Subject to clause 17.5, the Supplier's total liability to the Customer shall not exceed the cap.

(a) In this clause 17.4

(i) cap. The cap is one hundred per cent (100%) of the total charges in the contract year in which the breaches occurred;

(ii) contract year. A contract year means a 12-month period commencing with the Commencement Date or any anniversary of it; and

(iii) total charges. The total charges means all sums paid by the Customer and all sums payable under the Contract in respect of Goods actually supplied by the Supplier and Services performed, whether or not invoiced to the Customer.

17.5 Specific heads of excluded loss

(a) Subject to Clause 17.3, Clause 17.5(b) excludes specified types of loss.

(b) Types of loss excluded:

(i) Loss of profits.

(ii) Loss of sales or business.

(iii) Loss of agreements or contracts.

(iv) Loss of anticipated savings.

(v) Loss of use or corruption of software, data or information.

(vi) Loss of or damage to goodwill.

(vii) Indirect or consequential loss.

17.6 The Supplier has given commitments as to compliance of the Goods with relevant specifications in clause 6.4. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

17.7 The Supplier has given commitments to the performance of the Services in clause 6.6. In view of these commitments, the conditions implied by the Supply of Goods and Services Act 1982, ss 12–16 (inclusive) are, to the fullest extent permitted by law, expressly excluded.

18. Assignment and other dealings

18.1 Subject to clause 18.2, neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

18.2 Either party may, after having given prior written notice to the other party, assign or subcontract any or all of its rights and obligations under the Contract to a member of its Group for so long as that company remains a member of its Group. A party who assigns its rights under the Contract to a member of its Group shall procure that such company assigns such rights back to it A party who subcontracts the performance of any or all of its obligations under the Contract to a member of its Group shall immediately resume the performance of such obligations on such company ceasing to be a member its Group.

19. Confidentiality

19.1 Each party undertakes that it shall not at any time during the Term of the Contract and for a period of two years after termination or expiry disclose to any person any Confidential Information, except as permitted by clause 19.2.

19.2 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 19; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

19.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these Conditions are granted to the other party or to be implied from theseConditions. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

20. Intellectual Property

20.1 All Intellectual Property Rights in or arising out of or in connection with the Goods or Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier or the Manufacturer, as agreed between these companies.

21. Commencement and term

The Contract shall begin on the Commencement Date and shall continue, unless terminated earlier in accordance with clauses 22.1 or 22.3 (Term).

22.Termination and suspension

22.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any undisputed amount due under the Contract on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of the Contract and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of the terms of the Contract in such a manner 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.

(d) 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2);

(e) the other party begins 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 any of its creditors;

(f) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(g) 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, limited liability partnership or partnership);

(h) an application is made to court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or an administrator is appointed over the other party;

(i) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(j) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(k) 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;

(l) 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 22.1(d) to clause 22.1(k) inclusive;

(m) the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business.

22.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods and/or performance of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 22.1(d) to clause 22.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under the Contract on the due date for payment.

22.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the other party three months' written notice.

23. Obligations on termination

On termination or expiry of the Contract, each party shall promptly:

(a) return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to it or a member of its Group in connection with the supply and purchase of the Goods and performance of Goods under the Contract;

(b) return to the other party all documents and materials (and any copies) containing the other party's Confidential Information;

(d) on request, certify in writing to the other party that it has complied with the requirements of this clause 23.

24.Survival

24.1 On termination or expiry of the Contract the following clauses shall continue in force:

(a) clause 14 (Insurance);

(b) clause 16 (Indemnity);

(d) clause 19 (Confidentiality);

(e) clause 23 (Obligations on termination);

(f) clause 28 (Multi-tiered dispute resolution procedure);

(g) clause 35 (Governing law); and

(h) clause 36 (Jurisdiction).

24.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Contract that existed at or before the date of termination.

25. Force majeure

25.1 Force Majeure Event means any circumstance not in a party's reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination, or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;

(f) collapse of buildings, fire, explosion or accident; and

(g) interruption or failure of utility service.

25.2 Provided it has complied with clause 25.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Conditions by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

25.3 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than three (3) days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under theseConditions; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

25.4 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 90 days the party not affected by the Force Majeure Event may terminate the by giving 30 days’ written notice to the Affected Party.

26. Costs

Except as expressly provided in theseConditions, each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of theseConditions and any documents referred to in it.

27. Severance

27.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

27.2 If any provision or part-provision of the Contract is deemed deleted under clause 27.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

28. Multi-tiered dispute resolution procedure

28.1 If a dispute arises out of or in connection with the Contracrt or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause 28:

(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Account Manager of the Supplier and Account Manager of the Customer shall attempt in good faith to resolve the Dispute;

(b) if the Account Manager of the Supplier and Account Manager of the Customer are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the Commercial Director of the Supplier and Commercial Director of the Customer who shall attempt in good faith to resolve it; and

(c) if the Commercial Director of the Supplier and Commercial Director of the Customer are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. Unless otherwise agreed between the parties, the mediation will start not later than 35 days after the date of the ADR notice.

28.2 Provided that the right to issue proceedings is not prejudiced by a delay, if the Dispute is not resolved within 40 days after service of the ADR notice or either party fails to participate or ceases to participate in the mediation before the expiry of that 40 day period, or the mediation terminates before the expiry of that 40 day period, the Dispute shall be finally resolved by the courts of England in accordance with clause 36.

29. Further assurance

At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Contract.

30. Variation

The Supplier may amend these Conditions from time to time and shall provide reasonable written notice to the Customer of any such change.

31. Waiver

31.1 A waiver of any right or remedy under these Conditions or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

31.2 A failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under thes Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

32. Notices

32.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the address specified in the Quotation or Order.

32.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) 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; or

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 32.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

32.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

33. Entire agreement

33.1 The Contract constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

33.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

33.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

33.4 Nothing in this clause 33 shall limit or exclude any liability for fraud.

34. Third party rights

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

35. Governing law

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

36. Jurisdiction

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.