GENERAL CONDITIONS OF SALE AND DELIVERY
General Provisions
These Conditions of Sale and Delivery shall apply to all current andfuture agreements whereby a Buyer purchases goods from CYNERGY
3 COMPONENTS LIMITED.
1.
1.1
1.2
1.3
1.4
1.5
1.6

1.7

1.8
1.9

2.
2.1

2.2

2.3

2.4

2.5

2.6

2.7

3.
3.1

3.2

4.
4.1

DEFINITIONS & INTERPRETATIONS:“Buyer” means the person to whom Seller is selling the Goods.
“Conditions” means the terms and conditions set out in thisdocument as amended from time to time.
“Contract” means the contract between Seller and Buyer for the saleand purchase of Goods in accordance with these Conditions.
“Goods” means the goods, parts, products, deliverables, items orservices provided by Seller to Buyer pursuant to these Conditions.
“Order” means Buyer’s order for the Goods as set out in Buyer’spurchase order form.
“Seller” means CYNERGY 3 COMPONENTS LIMITED with a registeredaddress at 7 Cobham Road, Ferndown Industrial Estate, Wimborne,
Dorset, BH21 7PE, Company no: 03049081.
“Writing” includes facsimile transmissions, e-mail and comparable
means of communication. Any notice and/or other communication inwriting required to be given by one party to the other shall be
addressed to that other party at its registered office or principal placeof business.
The headings in these Conditions are for convenience only and shallnot affect their interpretation.
If any provision of these Conditions is held by any competent authority
to be invalid or unenforceable in whole or in part, the validity of theother provisions of these Conditions and the remainder of theprovision shall not be affected thereby.

4.2

4.3

BASIS OF CONTRACT:
These Conditions apply to the Contract to the exclusion of any otherterms that Buyer seeks to impose or incorporate, or which are impliedby trade, custom, practice or course of dealing.
The Order constitutes an offer by Buyer to purchase the Goods inaccordance with these Conditions. Buyer is responsible for ensuringthat the terms of the Order and any applicable specification submitted
by Buyer are complete and accurate.
The Order shall only be deemed to be accepted when Seller issues awritten acceptance of the Order, at which point the Contract will comeinto existence.
The Contract constitutes the entire agreement between the parties.
Buyer acknowledges that it has not relied on any statement, promise,
representation, assurance or warranty made or given by or on behalfof Seller which is not set out in the Contract.
Any samples, drawings, descriptive matter, or advertising produced bySeller and any illustrations contained in Seller’s catalogues orbrochures are produced for the sole purpose of giving an approximate
idea of the Goods. They shall not form part of the Contract or have any
contractual force.
A quotation for Goods by Seller shall not constitute an offer. A
quotation shall only be valid for a period of 30 days from the date ofissue.
In the event of a conflict between the terms of the Contract and these
Conditions, these Conditions shall prevail.

4.4

ALTERATIONS:
Seller reserves the right to modify the specifications of Goods designed
by Seller providing that the modifications will not materially affect theperformance of the Goods.
Any changes or modifications requested by Buyer, to volume,
materials, quality, shipping, delivery, scope of work, specificationsetc., must be expressly agreed to in writing by Seller, and Seller hereby
reserves the right, under its sole discretion, to adjust the price of such
Goods affected by Buyer’s change request.

5.2

ACCEPTANCE /WARRANTY/ LIMITATION OF LIABILITY:
Unless otherwise specified, acceptance of Goods received under theContract will take place on delivery on an FCA Wimborne basis

4.5

4.6

5.
5.1

5.3

(Incoterms in its latest version) or at the Seller’s nominated facility,
unless otherwise agreed in writing between the Buyer and the Seller.
Seller warrants that on delivery the Goods shall (a) conform in allmaterial respects with their description or the applicable Goods
specification; (b) be free from material defects in design, material andworkmanship; (c) be of satisfactory quality (within the meaning of theSale of Goods Act 1979); and (d) be fit for purpose held out by Seller.
Unless a longer period is agreed in writing between the parties, Seller’s
warranty shall be effective for a period of 1 year from the date ofdelivery to Buyer.
If the Goods fail to conform to the warranty as set forth in clause 4.2,
Seller’s sole and exclusive liability shall be (at Seller’s option) to repair,
replace or credit Buyer’s account for any such Goods which are
returned by Buyer, provided that (a) Seller is promptly notified inwriting upon discovery by Buyer that such Goods failed to conform to
the warranty, with a detailed explanation of any alleged
nonconformity, (b) such Goods are returned, at Buyer’s expense to
Seller, F.O.B. at Seller’s nominated facility (Incoterms in its latest
version), and (c) Seller’s examination of such Goods shall disclose to
Seller’s satisfaction that such alleged nonconformities actually exist
and were not caused by accident, misuse, neglect, alteration,
improper installation, unauthorised repair, improper testing or by anyother means beyond the control of Seller. If Goods are determined, inSeller’s sole discretion, to be nonconforming, Seller shall reimburse
Buyer for the transportation charges paid by Buyer for the return of
the Goods. If Seller elects to repair or replace the Goods, Seller shallhave a commercially reasonable time to make such repairs or replace
the Goods. If Seller, in its sole discretion, determines that the alleged
nonconformity does not fall within the warranty as set forth in clause
4.2, Buyer shall reimburse Seller for all cost associated with Seller’s
inspection of the Goods.
Subject to clause 4.2, under no circumstances whatsoever shall Seller
be liable to Buyer 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 theContract; and Seller’s total liability to Buyer in respect of all otherlosses arising under or in connection with the Contract, whether incontract, tort (including negligence), breach of statutory duty, orotherwise, shall in no circumstances exceed the total purchase priceunder the Contract less the purchase price for any Goods delivered andaccepted under the Contract prior to the occurrence of the breach.
Nothing in the Contract shall limit or exclude Seller’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 12 of theSale of Goods Act 1979 (title and quiet possession); or (d) defective
products under the Consumer Protection Act 1987.
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 andServices Act 1982 are, to the fullest extent permitted by law, excluded
from the Contract.
TRANSFER OF TITLE / PROPRIETARY INFORMATION/ TOOLS:The risk in the Goods shall pass on delivery to Buyer, on an FCA
Wimborne basis (Incoterms in its latest version) or at the Seller’s
nominated facility, unless otherwise agreed in writing between the
Buyer and the Seller.
Title to the Goods will pass to Buyer upon payment in full. Until title
has passed to Buyer, Buyer will: (a) hold the Goods on a fiduciary basis
as Seller’s bailee; (b) store Goods separately and ensure they are easily
identifiable from all other goods; (c) maintain Goods in good condition
and keep them insured against all risks for their full price on Seller’sbehalf from the date of delivery; and (d) Buyer will notify Seller
immediately if it becomes subject to any risk of insolvency proceedings
within the meaning of sections 123 and 268 of the Insolvency Act 1986.
Subject to clause 5.2, Buyer may resell or use the Goods in the ordinary
course of its business (but not otherwise) before Seller receives
payment for the Goods. However, if Buyer resells the Goods before
that time it does so as principal and not as Seller’s agent; and title to
the Goods shall pass from Seller to Buyer immediately before the timeat which resale by Buyer occurs.

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5.4

5.5

5.6

5.7

5.8

6.
6.1
6.2

6.3

6.4

6.5

If before title to the Goods passes to Buyer and Buyer becomes subject
to any risk of insolvency proceedings within the meaning of sections
123 and 268 of the Insolvency Act 1986, then without limiting anyother right or remedy Seller may have Buyer’s right to resell Goods or
use them in the ordinary course of its business ceases immediately;and Seller may at any time require Buyer to deliver up all Goods in its
possession which have not been resold, or irrevocably incorporated
into another product; and if Buyer fails to do so promptly, Seller may
enter Buyer’s premises or of any third party where the Goods are
stored, in order to recover them.
All information which Seller makes available to Buyer for the purposeof performing the Contract is confidential. Buyer agrees not to disclosesuch information to any third party and/or use that information for
purposes other than submitting a bid or performing a Contract unlessotherwise agreed in writing by Seller. Further, Buyer shall ensure thatits officers, employees and agents (including those officers, employees
and agents who may terminate their relationship with Buyer) shallabide by the same obligation as if their names were inserted in theplace of “Buyer”. This clause 5.5 shall survive indefinitely.
If it becomes necessary for Buyer to disclose confidential information
to Seller or if it becomes necessary for Seller to disclose confidential
information other than that outlined clause 5.5, the obligations related
to such information shall be set forth in a separate nondisclosureagreement to be executed by the parties prior to the disclosure of suchconfidential information.
Drawings, samples, formulas and tools which Seller makes available toBuyer for submission of a bid or performance of a Contract, remain
Seller’s property and may not be copied or used for purposes otherthan the Contract. They must be returned to Seller upon request afterrefusal of bid or performance of the Contract.
All Seller owned tooling, equipment and materials which are kept on
Buyer’s premises will be held by Buyer on a bailment basis for Seller’s
benefit.
INTELLECTUAL PROPERTY:All Intellectual property rights in or arising out of or in connection with
the Goods shall be owned exclusively by Seller.
Seller shall defend any suit or proceeding brought against Buyer insofar
as such suit or proceeding is based on a claim that any Goods directly
infringe upon any duly issued United Kingdom patent and Seller shall
pay all damages and costs finally awarded therein against Buyer,
provided that Seller is promptly informed and furnished a copy of each
communication, notice or other action relating to the alleged
infringement and is given authority, information and assistance (atSeller’s expense) necessary to defend or settle said suit or proceeding.
Seller shall not be obligated to defend or be liable for costs anddamages if infringement arises out of compliance with Buyer’s
specification(s) or from a combination with, in addition to, or amodification of the Goods after delivery by Seller, or from the use ofGoods, or any part thereof. Seller’s obligations hereunder shall not
apply to any continued infringement occurring after Buyer hasreceived notice of such suit or proceeding alleging the infringement,
unless Seller has given written permission for such continuing
infringement.
If any Goods manufactured and supplied by Seller to Buyer shall beheld to infringe any United Kingdom patent and Buyer shall beenjoined from using the same, Seller will exert its reasonable efforts,
at its option and its expense, (a) to procure for Buyer the right to use
such Goods free of any liability for patent infringement or (b) to replacesuch Goods with a non-infringing substitute otherwise complying
substantially with all requirements of the Contract; or (c) refund thepurchase price and the transportation costs of the Goods.
If the infringement by Buyer is alleged prior to completion of deliveryof the Goods, Seller may decline to make further shipments without
being in breach, and provided Seller has not been enjoined from selling
said Goods to Buyer, Seller agrees to supply said Goods to Buyer, at
Buyer’s option, whereupon the patent indemnity obligation statedunder this provision with respect to Seller, shall reciprocally apply to
Buyer.
If any suit or proceeding is brought against Seller based on a claim that
the Goods manufactured by Seller in compliance with Buyer’s

7.
7.1
7.2

7.3

7.4

7.5

7.6
7.7

8.
8.1

8.2

8.3
8.4

8.5

specification and supplied to Buyer directly infringe any duly issued
United Kingdom patent, then the patent indemnity obligations hereinstated with respect to Seller shall reciprocally apply with respect toBuyer. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY
OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ALL
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD
THERETO.
DELIVERIES:
Delivery is made on an FCA Wimborne basis, unless otherwise agreed
in writing (Incoterms in its latest version).
Transportation is to be arranged by Buyer at its own and exclusive risk
and expense. This risk also includes any direct or indirect damage tothe delivered Goods.
If requested in writing, Seller will take care of the transportation at
Buyer’s risk and expense in a manner most appropriate in Seller’s
opinion.
Time for delivery begins at the date of written acceptance of theContract by Seller, but not until Seller has received from Buyer the
information and materials necessary for the execution of the Contract.
If Buyer has not supplied Seller with the information and materials
necessary for the execution of the Contract within 2 weeks after theContract is formed, Seller shall be entitled to cancel the Contract andBuyer shall be liable for all costs, incurred by Seller including areasonable allowance for pro-rated indirect costs and anticipatedprofits.
If the Contract mentions a time for delivery, this time will beconsidered a target period, time is not of the essence for delivery.
Delay in time of delivery does not give Buyer the right to claim
damages, to refuse the Goods, or to wholly or partly cancel theContract. The time for delivery ends the moment Seller has informed
Buyer that the Goods are ready for shipment at Seller’s nominatedfacility.
Seller has the right to carry out the Contract by means of partial
delivery.
For all volume Contracts a deviation of a maximum of 10% more or lessthan the quantity ordered shall constitute compliance with theContract, and the unit price shall continue to apply.
CONTRACTUAL PRICE AND PAYMENT:
Contractual prices agreed on the written acceptance of the Order shallbe binding for Buyer and Seller. The price agreed in the Contract has
been calculated for delivery on an FCA Wimborne basis (Incoterms in
the latest version), unless otherwise stated under the terms of any
quotation or price list or agreed in writing between he Buyer and Seller,
net of VAT, packaging and loading costs. Notwithstanding anything elsein these Conditions, in the event a government entity imposes tariffs,
duties or taxes on the Goods which were not contemplated by Seller,
then Seller reserves the right at its sole discretion to pass such
additional costs to Buyer.
Payment terms shall be net within 30 days after the date of invoice.
Each invoice shall be paid in pounds sterling by telegraphic transfer toSeller’s nominated bank account within 30 days after the date of therelevant invoice. Seller reserves the right to demand advance payment
in whole or in part or to ask for cash on delivery.
If the Contract has been carried out by means of a partial delivery,
these Conditions apply to each part delivered separately.
Buyer is obliged to pay irrespective of whether it did or did not examine
the Goods. Time for payment is of the essence and no payment shallbe deemed to have been made until Seller has received full payment
in cleared funds.
If delay arises in the delivery due to circumstances for which Buyer canbe held liable, the amount owing will be due on the original date ofshipment. Storage of the Goods on behalf of Buyer is made at the risk
and cost of Buyer. If the financial position of Buyer deteriorates,
before payment becomes due, or if Seller receives unfavourable
information about Buyer, then Buyer is obliged to arrange for
immediate payment should Seller so require. If Buyer is in payment
arrears Seller can, regardless of any further claims, postpone or cancel
the performance of its obligations under the Contract charging Buyer
with all costs incurred.

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8.6

8.7

9.
9.1

10.
10.1

11.
11.1

11.2

11.3

12.
12.1

If Buyer does not pay within the time agreed Seller has the right,
without any proof of default, to charge interest at 8% above the Bankof England base rate, without prejudice to any other remedy available
to Seller.
In no event may Buyer set off against any sums due to Seller whether
under this Contract or otherwise any lawful set-off or counterclaim towhich Buyer may at any time claim.

NON- WAIVER OF DEFAULT:In case of non-performance by Buyer, Seller may decline to makefurther shipment. If Seller elects to continue to make shipments,
Seller’s action shall not constitute a waiver to claim any default from
Buyer, without prejudice to Seller’s right to demand specificperformance of the Contract and/or claim damages from Buyer.
FORCE MAJEURE:
Neither Buyer nor Seller shall be in breach of Contract nor be liable fordelay in performing, or failure to perform, any of its obligations under
it if such a delay is caused by a Force Majeure Event. For the purposeof these Conditions “A Force Majeure Event” shall mean any event
beyond a reasonable party’s control, which by its nature could nothave foreseen, or, if it could have been foreseen, was unavoidable,
including strikes, lock-outs or other industrial disputes (whether
involving its own workforce or a third party’s) failure of energy sources
or transport network, acts of God, war, terrorism, riot, civilcommotion, interference by civil or military authorities, national orinternational calamity, armed conflict, malicious damage, breakdownof plant or machinery, nuclear, chemical or biological contamination,
sonic boom, explosions, collapse of building structures, fires, floods,
storms, earthquakes, loss at sea, epidemics or similar events, natural
disasters or extreme adverse weather conditions, or default of
suppliers or subcontractors.
TERMINATION:
Buyer does not have the right to cancel Contracts, except in the caseas foreseen in clause 10.1, than after written acceptance by Seller. If
Seller accepts such cancellation Buyer shall be liable for termination
charges which shall include a price adjustment based on the quantityof Goods actually delivered, and all costs, direct or indirect, incurredand committed for the Contract together with a reasonable allowancefor pro-rated expenses and lost profits.
If Buyer ceases to conduct its operations in the normal course ofbusiness or if any proceedings under the bankruptcy or insolvency laws
are brought by or against Buyer, Seller may without intervention of any
judicial authority terminate any Contract between Buyer and Seller
based upon the Goods delivered previously in accordance with theContract. Such notice shall indicate the extent and effective date ofsuch termination.
Seller may without intervention of any judicial authority immediately
dissolve the Contract in the event Buyer offers a gift or makes apromise in whatever form to Seller or one of his subordinates.
RETURNS:
Except as provided in the Contract with regards to warranty claims, allGoods sold are final and no returns will be accepted without Seller’s
written approval.

13.
13.1

ATTORNEY COSTS AND FEES:
If Seller is required to bring any legal action against Buyer to enforce
the Contract, Seller will be entitled to recover reasonable attorney fees
and costs from Buyer.

14.
14.1

ASSIGNMENT AND OTHER DEALINGS:
Seller, may at any time assign, transfer, mortgage, charge, subcontract
or deal in any other manner with all or any of its rights or obligations
under the Contract.
Buyer may not assign, transfer, mortgage, charge, subcontract, declarea trust over or deal in any other manner with any or all of its rights or
obligations under the Contract without the prior written consent of
Seller.

14.2

14.3
14.4

A person who is not a party to the Contract shall not have any rights toenforce its terms.
Subject to proof of the contrary, the administrative data andaccounting records of Seller are final proof in connection with theContract made between Buyer and Seller.

15.
15.1

PATENTS, TRADE NAMES AND TRADEMARKS:
Any reference to the name of CYNERGY3 COMPONENTS LIMITED or toany of Seller’s trade names or trademarks shall not be made unlessSeller has granted prior written approval.

16.
16.1

APPLICABLE LAW:
The Contract shall be governed by English law. For the avoidance of
doubt, the United Nations Convention on the International Sale ofGoods shall not apply to the Contract.
In order to facilitate the exchange of information in accordance with
the Contract and in conformity with the laws and regulations of theUnited States and the European Union relating to the exportation oftechnical data, Seller and Buyer agree to comply fully with all relevantlaws and regulations of the United States and the European Union.

16.2

17.
17.1

JURISDICTION:
Each party irrevocably agrees that the competent Courts of Englandand Wales shall have exclusive jurisdiction to hear all disputes arisingin connection with the terms and conditions of the Contract.

18.
18.1

EXPORT CONTROL COMPLIANCE:
Both Seller and Buyer agree to obtain any necessary export licence orother documentation prior to the exportation or re-exportation of any
product, technical data, software or software source code covered
under the Contract or any direct product of such technical data,
software or software source. Accordingly, neither Seller nor Buyer
shall sell, export, re-export, transfer, divert or otherwise dispose of any
such product, technical data, software or software source code
directly or indirectly to any person, firm, entity, country or countries
prohibited by U.S. or applicable non-U.S. laws. The responsible party
shall secure, at its own expense, such licences and export and import
documents as are necessary for each respective party to fulfil its
obligations under the Contract.

19.
19.1

COMPLIANCE WITH ANTI-CORRUPTION AND ANTI-BRIBERY LAWS:
Both Seller and Buyer represents, warrants and undertakes to comply
with any anti-corruption and anti-bribery laws or similar legislation,
codes, rules, policies and regulation applicable to the performance of
its obligations in relation to any Contract and/or Order and not takeany action or permit, authorise or tolerate any action in violation of
the anticorruption and anti-bribery laws.
For the avoidance of doubt, Buyer represents and warrants to Seller:
Buyer, and to its best knowledge, its partners, officers, directors,
employees, agents and anyone acting on its behalf (collectively, the“Representatives”) are in compliance with all applicable anti-bribery
and anti-corruption laws, including the U.S. Foreign Corrupt Practices
Act and the U.K. Bribery Act 2010 (collectively, the “Anti-Bribery
Laws”).
Neither Buyer, nor to its best knowledge, any of its Representatives
has, directly or indirectly, offered, paid, or authorised the giving ofmoney or anything of value to any: (a) Governmental Official; (b)person or entity; or (c) other person or entity while knowing or having
reason to believe that some portion or all of the payment or thing ofvalue will be offered, given, or promised, directly or indirectly, to a
Government Official or another person or entity; for the purpose of:(d) influencing any act or decision of such Government Official or such
person or entity in his/her or its official capacity, including a decision
to do, omit, or fail to do any act in violation of his/her or its lawful
duties or proper performance of functions; or (e) inducing such
Government Official or such person or entity to use his/her or its
influence or position with any Government Entity or other person orentity to influence any act or decision; in order to obtain or retain
business for, direct business to, or secure an improper advantage for
Seller or Buyer.

19.2
19.2.119.2.2

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19.2.3

Neither Buyer, nor to its best knowledge, any of its Representatives
has a personal, business, or other relationship or association with any
Government Official or Close Family Member of any Government
Official who may have responsibility for or oversight of any businessactivities of Buyer, or any of its Subsidiaries, other than any
relationships or associations that have been disclosed in writing toSeller.
19.2.4 Neither Buyer, nor to its best knowledge, any of its Representatives isor has been subject to any investigation, inquiry, or enforcement
proceeding by any court, governmental, administrative, or regulatory
body, or customer regarding any violation or alleged violation of any
Ant-Bribery Laws.
19.2.5 The following definitions apply to this clause 19.2:(a) ‘Close Family Member’ means (i) the individual’s spouse; (ii) the
individual’s and the spouse’s grandparents, parents, siblings, children,
nieces, nephews, aunts, uncles, and first cousins; (iii) the spouse of any
persons listed in subcategories (i) and (ii); and (iv) any other person
who shares the same household with the individual.
(b) ‘Government Entity’ means (i) any national, state, regional, or local
government (including, in each case, any agency, department, or
subdivision of such government); (ii) any political party; (iii) any entity
or business that is owned or controlled by any of those bodies listed in
subcategory (i) or (ii); or (iv) any international organisation, such as theUnited Nations or the World Bank.
(c) ‘Government Official’ means (i) any director, officer, employee,
agent, or representative (including anyone elected, nominated, or
appointed to be a director, officer, employee, agent, or
representative) of any Government Entity, or anyone otherwise acting
in an official capacity on behalf of a Government Entity; (ii) any politicalparty, political party official, or political party employee; (iii) any
candidate for public or political office; (iv) any royal or ruling family
member; or (v) any agent or representative of any of those persons
listed in subcategories (i) through (iv).
20.
20.1

COMPLIANCE WITH DATA PROTECTION:
From time to time Seller may transfer data acquired from Buyer forthe purpose of carrying out the performance of this Contract with any
member of its group (which means subsidiaries, ultimate holding
company and its subsidiaries worldwide). The data collected may betransferred to, and stored at, a destination outside the European
Economic Area (“EEA”). It may also be processed by staff operating
outside the EEA who work for Seller. By Buyer submitting data, Buyer
agrees to this transfer, storing or processing. Seller will takereasonable steps necessary to ensure that Buyer’s data is treatedsecurely and in accordance with the practices contained in Regulation(EU) 2016/679.

21.
21.1

COMPLIANCE WITH CALIFORNIA PROPOSITION 65:
California’s Proposition 65 (‘Prop 65’), also known as Safe Drinking
Water and Toxic Enforcement Act, is a Right-To-Know law thatmandates warning labels on products sold in California which containcertain chemicals, including heavy metals, known to the state ofCalifornia as causing cancer, birth defects, or other reproductive harm.
SELLER HEREBY PUTS BUYER ON NOTICE THAT THE GOODS MAYCONTAIN CHEMICALS KNOWN TO THE STATE OF CALIFORNIA TO
CAUSE CANCER BIRTH DEFECTS AND OTHER REPRODUCTIVE HARM.
Buyer agrees and acknowledges that it is Buyer’s sole and exclusive
responsibility to comply with the warning requirements of Prop 65 andimplementing regulations. Buyer further agrees to label Goods
obtained or purchased by Buyer, whether for distribution, resale, use
or otherwise, in compliance with Prop 65 and implementing
regulations. Buyer agrees to take sole and complete responsibility forany and all claims, damages, losses and expenses resulting from its
failure to comply with the warning requirements set forth in Prop 65.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BUYER
SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND ITS
AFFILIATES, AND THEIR OFFICERS, EMPLOYEES, DIRECTORS,SHAREHOLDERS, AGENTS AND SUCCESSORS FROM ANY AND ALL
CLAIMS, COSTS, PROCEEDINGS, DEMANDS, LOSSES, DAMAGES, AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES ANDLEGAL COSTS) OF ANY KIND OR NATURE, RESULTING FROM ORRELATED TO BUYER’S ACTUAL OR ALLEGED FAILURE TO COMPLY WITH
THE WARNING REQUIREMENTS SET FORTH IN PROP 65. BUYER’SACCEPTANCE OF THE GOODS CONSTITUTES AN EXPRESSACKNOWLEDGEMENT AND ACCEPTANCE OF THIS THIS CLAUSE 21.1.
22.
22.1

AFFIRMATIVE ACTION COMPLIANCE:
Buyer and any of its subcontractors shall abide by the requirements of
41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a) as applicable. These
regulations prohibit discrimination against qualified individuals basedon their status as protected veterans or individuals with disabilities,
and prohibit discrimination against all individuals based on their race,
colour, religion, sex, sexual orientation, gender identity or national
origin. Moreover, these regulations require that covered prime
contractors and subcontractors take affirmative action to employ andadvance in employment individuals without regard to race, colour,
religion, sex, sexual orientation, gender identity, national origin,protected veteran status or disability.

Issued 10.07.2019