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TERMS AND CONDITIONS

TERMS AND CONDITIONS

SUPPLY OF GOODS AND SERVICES

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open

for business.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 15.8.

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or

Services in accordance with these Conditions as specified in the Order.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier as specified

in the Order.

Delivery Location: has the meaning set out in clause 4.1.

Force Majeure Event: has the meaning given to it in clause 15.1(a).

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods that is agreed in writing by the Customer and the Supplier.

Instalment Notice: a notice to the Supplier from the Customer that it wishes to proceed with the delivery of

an instalment set out in an Order.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks,

service marks, trade, business and domain names, rights in trade dress or get-up, rights in

goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in

computer software, database right, topography rights, moral rights, rights in confidential

information (including know-how and trade secrets) and any other intellectual property

rights, in each case whether registered or unregistered and including all applications for

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and renewals or extensions of such rights, and all similar or equivalent rights or forms of

protection in any part of the world.

Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s

purchase order form or the Customer’s written acceptance of the Supplier’s quotation (as

the case may be).

Reworking: the process of removing and replacing components.

Services: the programming of certain of the Goods in accordance with the specification of the

Customer as set out in the Order.

Supplier: Ashlea Components Limited registered in England and Wales with company number

02089540.

1.2 Construction. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or

not having separate legal personality);

(b) a reference to a party includes its successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or

statutory provision as amended or re-enacted. A reference to a statute or statutory

provision includes any subordinate legislation made under that statute or statutory

provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar

expression shall be construed as illustrative and shall not limit the sense of the

words preceding those terms; and

(e) a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in

accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues a written order

confirmation at which point and on which date the Contract shall come into existence

(Commencement Date).

2.3 The Contract constitutes the entire agreement between the parties. The Customer

acknowledges that it has not relied on any statement, promise or representation made or

given by or on behalf of the Supplier which is not set out in the Contract.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any

descriptions of the Goods or illustrations or descriptions of the Services contained in the

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Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an

approximate idea of the Services and/or Goods described in them. They shall not form

part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the

Customer seeks to impose or incorporate, or which are implied by trade, custom, practice

or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a

period of 5 Business Days from its date of issue.

2.7 All of these Conditions shall apply to the supply of both Goods and Services except where

application to one or the other is specified.

3. GOODS

3.1 The Goods are described in the Goods Specification.

3.2 The Supplier reserves the right to amend the Goods Specification if required by any

applicable statutory or regulatory requirements.

4. DELIVERY OF GOODS

4.1 The Order shall specify whether the Goods are to be delivered to the Customer or made

available for collection from the Supplier’s premises (either being the Delivery Location,

as the case may be).

4.2 Where the Delivery Location is other than at the Supplier’s premises but is within the

United Kingdom:

(a) the Supplier shall deliver the Goods to such location at any time after the Supplier

notifies the Customer that the Goods are ready; and

(b) delivery of the Goods shall be completed on the Goods’ arrival at the Delivery

Location.

4.3 Where the Delivery Location is the Supplier’s premises:

(a) the delivery of the Goods shall be made by the Customer or the Customer’s

representative collecting the Goods at the Supplier’s premises at any time after the

Supplier has notified the Customer that the Goods are ready for collection;

(b) the Customer shall be responsible for complying with any legislation or regulations

governing the importation of the Goods into the country of destination and for the

payment of any duties on them;

(c) delivery of the Goods shall be completed on completion of loading of the Goods at

the Supplier’s premises.

4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery

is not of the essence. The Supplier shall not be liable for any delay in delivery of the

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Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the

Supplier with adequate delivery instructions or any other instructions that are relevant to

the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and

expenses incurred by the Customer in obtaining replacement goods of similar description

and quality in the cheapest market available, less the price of the Goods. The Supplier

shall have no liability for any failure to deliver the Goods to the extent that such failure is

caused by a Force Majeure Event, the Customer’s failure to provide the Supplier with

adequate delivery instructions for the Goods or any relevant instruction related to the

supply of the Goods.

4.6 If the Customer fails to accept or take delivery of the Goods within ten Business Days of

the Supplier notifying the Customer that the Goods are ready, 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 the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the

eleventh 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).

4.7 If twenty Business Days after the Supplier notified the Customer that the Goods were

ready for delivery the Customer has not accepted or taken delivery of them, the Supplier

may resell or otherwise dispose of part or all of the Goods.

4.8 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and

including 5 per cent more or less than the quantity of Goods ordered, but a pro-rata

adjustment shall be made to the Order invoice on receipt of notice from the Customer

that the wrong quantity of Goods was delivered.

4.9 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. The

Supplier shall be entitled to suspend deliveries of subsequent instalments if payment has

not been received for earlier instalments.

4.10 Where the Order sets out a schedule for delivery of the Goods by instalments:

(a) without specifying a date for some or all of such instalments, the Customer agrees

that it shall serve the requisite Instalment Notices and accept delivery of all such

instalments within twelve months of the Commencement Date;

(b) the Supplier may vary the price of the Goods from time to time to take account of

exchange rate fluctuations and shall, upon receipt of an Instalment Notice, give

notice of any such variation to the Customer in respect of the applicable Goods.

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5. QUALITY OF GOODS

5.1 The Supplier warrants that on delivery, and for a period from the date of delivery as set

out in the Order (Warranty Period), the Goods shall:

(a) conform in all material respects with their description;

(b) be free from material defects in design, material and workmanship;

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) be fit for any purpose held out by the Supplier.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing during the Warranty Period within a reasonable

time of discovery that some or all of the Goods do not comply with the warranty set

out in clause 5.1;

(b) the Supplier is provided with a report from a qualified engineer setting out the

defects with the Goods and is given a reasonable opportunity of examining such

Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s

place of business at the Customer’s cost,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the

price of the defective Goods in full.

5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in

clause 5.1 if:

(a) the Customer makes any further use of such Goods after giving a notice in

accordance with clause 5.2;

(b) the defect arises because the Customer failed to follow the Supplier’s oral or

written instructions as to the storage, installation, commissioning, use or

maintenance of the Goods or (if there are none) good trade practice;

(c) the defect arises as a result of the Supplier following any drawing, design or Goods

Specification supplied by the Customer;

(d) the Customer alters or repairs such 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 working conditions;

(f) the Goods differ from their description as a result of changes made to ensure they

comply with applicable statutory or regulatory standards.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in

respect of the Goods’ failure to comply with the warranty set out in clause 5.1 and the

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Supplier shall have no liability to the Customer in relation to any Reworking costs

associated with Goods which fail to comply with the warranty set out in clause 5.1.

5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied

by the Supplier under clause 5.2.

6. TITLE AND RISK

6.1 Risk of damage to or loss of the Goods shall pass to the Customer:

(a) in the case of the Goods to be delivered pursuant to clause 4.2 to a Delivery

Location within the United Kingdom, at the time of delivery or, if the Buyer

wrongfully fails to take delivery of the Goods, the time when the Seller has

tendered delivery of the Goods;

(b) in the case of Goods to be delivered to the Supplier’s premises, at the time when

the Supplier notifies the Customer that the Goods are available for collection.

6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment

in full (in cash or cleared funds) for:

(a) the Goods; and

(b) any other goods that the Supplier has supplied to the Customer in respect of which

payment has become due.

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

(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;

(b) store the Goods separately from all other goods held by the Customer so that they

remain readily identifiable as the Supplier’s property;

(c) not remove, deface or obscure any identifying mark or packaging on or relating to

the Goods;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks

for their full price on the Supplier’s behalf from the date of delivery;

(e) notify the Supplier immediately if it becomes subject to any of the events listed in

clause 13.1(b) to clause 13.1(l); and

(f) give the Supplier such information relating to the Goods as the Supplier may require

from time to time

but the Customer may resell or use the Goods in the ordinary course of its business.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any

of the events listed in clause 13.1(b) to clause 13.1(l), or the Supplier reasonably believes

that any such event is about to happen and notifies the Customer accordingly, then,

provided the Goods have not been resold, or irrevocably incorporated into another

product, and without limiting any other right or remedy the Supplier may have, the

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Supplier may at any time require the Customer to deliver up the Goods and, if the

Customer fails to do so promptly, enter any premises of the Customer or of any third party

where the Goods are stored in order to recover them.

7. SUPPLY OF SERVICES

7.1 The Supplier shall provide the Services to the Customer in accordance with the

specifications set out in the Order in all material respects.

7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the

Services specified in the Order, but any such dates shall be estimates only and time shall

not be of the essence for the performance of the Services.

7.3 The Supplier shall have the right to make any changes to the Services which are necessary

to comply with any applicable law or safety requirement, or which do not materially affect

the nature or quality of the Services, and the Supplier shall notify the Customer in any

such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable

care and skill.

8. CUSTOMER’S OBLIGATIONS

8.1 The Customer shall:

(a) ensure that the terms of the Order and (if submitted by the Customer) the Goods

Specification are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier with such information and materials as the Supplier may

reasonably require to supply the Services, and ensure that such information is

accurate in all material respects; and

(d) carry out its own investigation and analysis as to whether the Goods comply with the

Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic

Equipment Regulations 2008 (SI 2008/37) and the Supplier shall have no liability to

the Customer for any failure of the Goods to comply.

8.2 If the Supplier’s performance of any of its obligations in respect of the Services is

prevented or delayed by any act or omission by the Customer or failure by the Customer to

perform any relevant obligation (Customer Default):

(a) the Supplier shall without limiting its other rights or remedies have the right to

suspend performance of the Services until the Customer remedies the Customer

Default, and to rely on the Customer Default to relieve it from the performance of

any of its obligations to the extent the Customer Default prevents or delays the

Supplier’s performance of any of its obligations;

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(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the

Customer arising directly or indirectly from the Supplier’s failure or delay to

perform any of its obligations as set out in this clause 8.2; and

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses

sustained or incurred by the Supplier arising directly or indirectly from the Customer

Default.

9. CHARGES AND PAYMENT

9.1 The price for Goods shall be the price set out in the Order as may be varied pursuant to

clause 4.10(b). Any delivery costs shall be those set out in the Order.

9.2 The charges for Services shall be those set out in the Order.

9.3 The Supplier shall invoice the Customer on or at any time after completion of delivery.

9.4 The Customer shall pay each invoice submitted by the Supplier:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier.

9.5 All amounts payable by the Customer under the Contract are exclusive of amounts in

respect of value added tax chargeable from time to time (VAT). Where any taxable supply

for VAT purposes is made under the Contract by the Supplier to the Customer, the

Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier

such additional amounts in respect of VAT as are chargeable on the supply of the Services

or Goods at the same time as payment is due for the supply of the Services or Goods.

9.6 Without limiting any other right or remedy of the Supplier, if the Customer fails to make

any payment due to the Supplier under the Contract by the due date for payment (Due

Date), the Supplier shall have the right to charge interest on the overdue amount at the

rate of four per cent per annum above the then current Lloyds TSB Bank Plc base rate

accruing on a daily basis from the Due Date until the date of actual payment of the

overdue amount, whether before or after judgment, and compounding quarterly.

9.7 The Customer shall pay all amounts due under the Contract in full without any deduction

or withholding except as required by law and the Customer shall not be entitled to assert

any credit, set-off or counterclaim against the Supplier in order to justify withholding

payment of any such amount in whole or in part. The Supplier may, without limiting its

other rights or remedies, set off any amount owing to it by the Customer against any

amount payable by the Supplier to the Customer.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 The Customer confirms that, in respect of any third party Intellectual Property Rights in

the software specified by the Customer for use in relation to the Services, the Customer

has obtained the necessary licences and consents for the use of such software.

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11. CONFIDENTIALITY

A party (Receiving Party) shall keep in strict confidence all technical or commercial knowhow,

specifications, inventions, processes or initiatives which are of a confidential nature

and have been disclosed to the Receiving Party by the other party (Disclosing Party), its

employees, agents or subcontractors, and any other confidential information concerning

the Disclosing Party’s business or its products or its services which the Receiving Party may

obtain. The Receiving Party shall restrict disclosure of such confidential information to

such of its employees, agents or subcontractors as need to know it for the purpose of

discharging the Receiving Party’s obligations under the Contract, and shall ensure that

such employees, agents or subcontractors are subject to obligations of confidentiality

corresponding to those which bind the Receiving Party. This clause 11 shall survive

termination of the Contract.

12. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TOTHIS CLAUSE

12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its

employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act

1982 (title and quiet possession);

(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and

quiet possession); or

(e) defective products under the Consumer Protection Act 1987.

12.2 Subject to clause 12.1:

(a) the Supplier shall under no circumstances whatever be liable to the Customer,

whether in contract, tort (including negligence), breach of statutory duty, or

otherwise, for any loss of profit, or any indirect or consequential loss arising under

or in connection with the Contract ; and

(b) the Supplier’s total liability to the Customer in respect of all other losses arising

under or in connection with the Contract, whether in contract, tort (including

negligence), breach of statutory duty, or otherwise, shall in no circumstances

exceed £2,000,000.

12.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms

implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest

extent permitted by law, excluded from the Contract.

12.4 This clause 12 shall survive termination of the Contract.

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13. TERMINATION

13.1 Without limiting its other rights or remedies, each party may terminate the Contract with

immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under this Contract and

(if such breach is remediable) fails to remedy that breach within twenty one days

after receipt of notice in writing of the breach;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable

to pay its debts as they fall due or admits inability to pay its debts or (being a

company) is deemed unable to pay its debts within the meaning of section 123 of

the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its

debts or as having no reasonable prospect of so doing, in either case, within the

meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any

partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a

view to rescheduling any of its debts, or makes a proposal for or enters into any

compromise or arrangement with its creditors other than (where a company) for the

sole purpose of a scheme for a solvent amalgamation of that other party with one or

more other companies or the solvent reconstruction of that other party;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for

or in connection with the winding up of the other party (being a company) other

than for the sole purpose of a scheme for a solvent amalgamation of the other party

with one or more other companies or the solvent reconstruction of that other party;

(e) the other party (being an individual) is the subject of a bankruptcy petition or

order;

(f) 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;

(g) an application is made to court, or an order is made, for the appointment of an

administrator or if a notice of intention to appoint an administrator is given or if an

administrator is appointed over the other party (being a company);

(h) a floating charge holder over the assets of the other party (being a company) has

become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party

or a receiver is appointed over the assets of the other party;

(j) any event occurs, or proceeding is taken, with respect to the other party in any

jurisdiction to which it is subject that has an effect equivalent or similar to any of

the events mentioned in clause 13.1(b) to clause 13.1(i) (inclusive);

(k) the other party suspends, threatens to suspend, ceases or threatens to cease to

carry on, all or substantially the whole of its business; or

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(l) the other party (being an individual) dies or, by reason of illness or incapacity

(whether mental or physical), is incapable of managing his own affairs or becomes a

patient under any mental health legislation.

13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract

with immediate effect by giving written notice to the Customer if the Customer fails to

pay any amount due under this Contract on the due date for payment.

13.3 Without limiting its other rights or remedies, the Supplier shall have the right to suspend

the supply of Services or all further deliveries of Goods under the Contract or any other

contract between the Customer and the Supplier if:

(a) the Customer fails to make pay any amount due under this Contract on the due date

for payment; or

(b) the Customer becomes subject to any of the events listed in clause 13.1(b) to clause

13.1(l), or the Supplier reasonably believes that the Customer is about to become

subject to any of them.

14. CONSEQUENCES OF TERMINATION

14.1 On termination of the Contract for any reason:

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding

unpaid invoices and interest and, in respect of Services supplied but for which no

invoice has yet been submitted, the Supplier shall submit an invoice, which shall be

payable by the Customer immediately on receipt;

(b) the Customer shall return all of the Supplier Materials and any Deliverables which

have not been fully paid for. If the Customer fails to do so, then the Supplier may

enter the Customer’s premises and take possession of them. Until they have been

returned, the Customer shall be solely responsible for their safe keeping and will not

use them for any purpose not connected with this Contract;

(c) the accrued rights and remedies of the parties as at termination shall not be

affected, including the right to claim damages in respect of any breach of the

Contract which existed at or before the date of termination or expiry; and

(d) clauses which expressly or by implication have effect after termination shall

continue in full force and effect.

15. GENERAL

15.1 Force majeure:

(a) For the purposes of this Contract, Force Majeure Event means an event beyond the

reasonable control of the Supplier including but not limited to strikes, lock-outs or

other industrial disputes (whether involving the workforce of the party or any other

party), failure of a utility service or transport network, act of God, war, riot, civil

commotion, malicious damage, compliance with any law or governmental order,

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rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood,

storm or default of suppliers or subcontractors.

(b) The Supplier shall not be liable to the Customer as a result of any delay or failure to

perform its obligations under this Contract as a result of a Force Majeure Event.

(c) If the Force Majeure Event prevents the Supplier from providing any of the Services

and/or Goods for more than twelve weeks, the Supplier shall, without limiting its

other rights or remedies, have the right to terminate this Contract immediately by

giving written notice to the Customer.

15.2 Assignment and subcontracting:

(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any

other manner with all or any of its rights under the Contract and may subcontract or

delegate in any manner any or all of its obligations under the Contract to any third

party.

(b) The Customer shall not, without the prior written consent of the Supplier, assign,

transfer, charge, subcontract or deal in any other manner with all or any of its rights

or obligations under the Contract.

15.3 Notices:

(a) Any notice or other communication required to be given to a party under or in

connection with this Contract shall be in writing and shall be delivered to the other

party personally or sent by prepaid first-class post, recorded delivery or by

commercial courier, at its registered office (if a company) or (in any other case) its

principal place of business, or sent by fax to the other party’s main fax number.

(b) Any notice or other communication shall be deemed to have been duly received if

delivered personally, when left at such addressor, if sent by prepaid first-class post

or recorded delivery, at 9.00 am on the second Business Day after posting, or if

delivered by commercial courier, on the date and at the time that the courier’s

delivery receipt is signed, or if sent by fax, on the next Business Day after

transmission.

(c) This clause 15.3 shall not apply to the service of any proceedings or other

documents in any legal action. For the purposes of this clause, “writing” shall not

include e-mails and for the avoidance of doubt notice given under this Contract shall

not be validly served if sent by e-mail.

15.4 Waiver and cumulative remedies:

(a) A waiver of any right under the Contract is only effective if it is in writing and shall

not be deemed to be a waiver of any subsequent breach or default. No failure or

delay by a party in exercising any right or remedy under the Contract or by law shall

constitute a waiver of that or any other right or remedy, nor preclude or restrict its

further exercise. No single or partial exercise of such right or remedy shall preclude

or restrict the further exercise of that or any other right or remedy.

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(b) Unless specifically provided otherwise, rights arising under the Contract are

cumulative and to not exclude rights provided by law.

15.5 Severance:

(a) If a court or any other competent authority finds that any provision of the Contract

(or part of any provision) is invalid, illegal or unenforceable, that provision or partprovision

shall, to the extent required, be deemed deleted, and the validity and

enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid,

enforceable and legal if some part of it were deleted, the provision shall apply with

the minimum modification necessary to make it legal, valid and enforceable.

15.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a

partnership or joint venture of any kind between any of the parties, nor constitute any

party the agent of another party for any purpose. No party shall have authority to act as

agent for, or to bind, the other party in any way.

15.7 Third parties: A person who is not a party to the Contract shall not have any rights under

or in connection with it.

15.8 Variation: Except as set out in these Conditions, any variation, including the introduction

of any additional terms and conditions, to the Contract shall only be binding when agreed

in writing and signed by the Supplier.

15.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in

connection with it or its subject matter or formation (including non-contractual disputes

or claims), shall be governed by, and construed in accordance with, English law, and the

parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.