ANDOR TECHNOLOGY LTD - TERMS AND
CONDITIONS OF QUOTATION AND SALE FORGOODS AND SERVICES
1. INTERPRETATION
1.1 In these terms (“Terms”):“Applicable Warranty Period” means:(a) in relation to any Goods, the warranty period applicable to those
Goods, subject to clauses 7.3 and 7.4 being either:(i) the Standard Warranty Period except as follows:
A. iStar and Apogee range: Alta, Ascent, Aspen models – twenty four(24) months from date of shipment;
B. Microscopy Systems – twelve (12) months from date of
installation for Goods installed by the Company and twelve (12)months from the sooner of installation or thirty (30) days after
delivery for Goods that are installed by the Purchaser or a third
party;
C. Vacuum integrity on all cameras with an UltraVac™ permanent
hermatic vacuum head – five (5) years from the date of shipment
except (i) iXon Life and iXon Ultra camera models which is seven(7) years from the date of shipment; and (ii) ex-demonstrator units
which is one (1) year, or the remainder of the standard vacuum
period effective from the date of first manufacture, whichever isgreater. For the avoidance of doubt, components protected by
the vacuum but damaged or defective due to other causes
covered by clause 7 are subject to the Standard Warranty Period;
andD. Sealed sensor enclosure integrity for backfilled cameras – twelve(12) months from date of shipment, except (i) Alta, Ascent, Aspen
and Zyla models which is three (3) years from date of shipmentand (ii) ex-demonstrator units which is the remainder of thestandard sealed enclosure integrity period from date of firstmanufacture; or(ii) as otherwise notified in the Company’s relevant quotation or SOA(as later defined in this clause 1.1); and(b) in relation to any Services, subject to clauses 7.3 and 7.4 being either(i) the period of twelve (12) months from the date of performance of theServices; or (ii) as otherwise notified in the Company’s relevant
quotation, SOA or Service Plan Information Sheet;“Commencement Date” means the date on which the Services are tocommence as set out in any Service Plan Information Sheet or SOA;
“Company” means Andor Technology Limited;“Contract” means the agreement between the Purchaser and theCompany for the supply of the Supplies and consisting of the documents
referred to in clause 1.4 below;“Data Protection Legislation” means the UK Data Protection Legislation
and any other European Union legislation relating to personal data andall other legislation and regulatory requirements in force from time totime which apply to a party relating to the use of personal data(including, without limitation, the privacy of electronic communications);“End User Undertaking” means the document in the form provided by
the Company to the Purchaser in relation to Goods to be shipped by theCompany outside the UK;“Engineer” or “Consultant” means an individual engaged or employedby the Company to perform the Services;“Goods” means the goods listed in the SOA or which the Company
otherwise agrees to supply to the Purchaser under the Contract(including any instalments or parts of the goods, variations oralternatives, but excluding any Serviced Goods or parts or components
provided to the Purchaser in respect of Serviced Goods);“Initial Period” means the initial period for which the Company shallprovide Services comprising a Service Plan as set out in any applicablequotation and/or SOA or Service Plan Information Sheet;“liability in relation to” means liabilities, losses, damages, costs(including without limitation legal costs on a full indemnity basis andvalue added tax and other applicable taxation), expenses, actions,claims, proceedings and demands whatsoever arising directly or
indirectly out of or in connection with;“Non-Standard Specification” means any specification relating to theGoods or the formatting or layout of the Goods at the Purchaser’s
premises requested by the Purchaser which deviates from the Standard
Specification;“Purchaser” means the purchaser of the Goods and/or Services asstated in any applicable quotation and/or SOA;
“Price” means, subject to these Terms, the price for the Supplies asquoted and confirmed in any SOA;
“Rental Equipment” means any equipment rented by the Company to
the Purchaser as part of the Services;“Services” means the services, including any Service Plan, specified in
the Company’s relevant quotation, SOA or Service Plan Information
Sheet or which the Company otherwise agrees to provide to thePurchaser under the Contract;“Service Plan” means a service plan provided by the Company for theServiced Goods;
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“Serviced Goods” means the goods and/or systems (as appropriate)
and any configuration thereof listed in the Company’s relevant
quotation, SOA or Service Plan Information Sheet;“Service Plan Information Sheet” means the document issued by theCompany to the Purchaser detailing the services to be provided by theCompany to the Purchaser for Serviced Goods under a Service Plan;“SOA” means the order acknowledgement form (if any) issued by theCompany to the Purchaser;“Software” means any software used in the operation of the Goods;“Standard Specification” means the standard design of the Goods
and/or layout of the Goods (prior to any Non-Standard Specification
requested by the Purchaser) which is current at the time of the issue ofan SOA;“Standard Warranty Period” means twelve (12) months commencing on
the date of shipment;“Supplies” means the Goods and/or the Services;“UK Data Protection Legislation” all applicable data protection andprivacy legislation in force from time to time in the UK including theGeneral Data Protection Regulation ((EU) 2016/679); the Data
Protection Act 2018; the Privacy and Electronic Communications
Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and thePrivacy and Electronic Communications Regulations 2003 (SI2003/2426) as amended;
1.2 Any Contract provision invalid or unenforceable for any purpose
shall be severed for that purpose but otherwise remain valid andenforceable and shall not affect the validity of the remainder of theContract.
1.3 A payment shall be deemed made when credited to the payee's
bank account and is cleared funds.
1.4 Save as otherwise agreed in writing by the Company the Contract
shall comprise solely these Terms, any SOA and any relevant quotation
and any relevant Service Plan Information Sheet issued by theCompany to the Purchaser. In the event of any inconsistency thefollowing shall prevail in this order (1) the express terms of the SOA; (2)quotation; (3) the Service Plan Information Sheet; and (4) these Terms.
Variations of the Contract shall be effective only if agreed in writing andwill then prevail over these Terms.
1.5 English is the authentic text of the Contract and all notices or othercommunications under or relating to it shall be in writing in English. Anytranslation will be for guidance only.
2. QUOTATIONS, SPECIFICATION, VARIATION AND
CANCELLATION
2.1 A quotation is not an offer and may be withdrawn or modified. Saveas otherwise agreed in writing by the Company no contract orcommitment shall exist until the Company sends its SOA and/or Service
Plan Information Sheet to the Purchaser or until the Company
commences work on or appropriates Supplies to the Contract.
2.2 Any typographical, clerical or other error or omission in any sales
literature, quotation, price list, acceptance of offer, invoice or otherdocumentation or information issued by the Company shall be subject
to correction without any liability on the part of the Company.
2.3 The Company may alter the specification of any Goods or substitutethe Goods with a suitable alternative if this does not materially affecttheir performance or utility.
2.4 The Company may vary the design, materials or method of
construction of the Goods or substitute the Goods with a suitable
alternative as it reasonably considers appropriate in order to improve
performance, design or construction; to respond to availability of various
materials or components; or to comply with any safety or regulatory
requirements. No such variation or substitution shall materially alter thesize or proportions or materially worsen the performance of the Goods.
The Company shall promptly notify the Purchaser of any such variations
or substitutions and if reasonably practicable shall consult with it uponany variations or substitutions which are not immaterial.
2.5 If any variation or substitution in the Supplies or the Contract isagreed or is required for compliance with any applicable law, regulationor safety recommendation the Purchaser shall pay such additionalamount as is fair and reasonable and the Company shall havereasonable additional time to perform the Contract.
2.6 The Purchaser may request Non-Standard Specifications in relation
to the Goods. The Company shall consider such Non-Standard
Specifications and if it considers them feasible and reasonably
compatible with the scope of the Contract, clause 2.7 shall apply. Any
Non-Standard Specification and any consequential change in the Pricemust be agreed in writing within four (4) weeks from the date of issue ofthe SOA (or longer period agreed by the Company) failing which theStandard Specification shall apply.
2.7 If the Purchaser requests a Non-Standard Specification which theCompany considers so feasible and compatible the Company shall
respond to the Purchaser upon the request including with the
implications upon the Price, estimated delivery date and other
implications; the parties shall then seek in good faith to agree the NonStandard Specification and the terms upon which it will be applied. If
the same are agreed the Contract shall be modified accordingly but ifthey are not agreed within the four (4) week (or longer) period referred
to in clause 2.6 the request shall be of no effect and the Standard
Specification shall apply.
3. PRICES AND PAYMENT
3.1 Subject to any SOA, the Price shall exclude value added tax andany other applicable taxes and duties, packaging, carriage, insurance,
documentation and installation charges. Unless costed for in any SOA,
the Company may make reasonable additional charges for complying
with any special requirements of the Purchaser. Payment, subject to
any SOA, shall be made in sterling, clear of any banking transaction
charges and without deduction, set off or counterclaim. The Company’s
payment terms are as follows:
3.1.1
Subject to any terms set out on the SOA, theCompany shall be entitled to invoice the Purchaser for the Priceof the Goods on or at any time after delivery of the Goods. Should
the Purchaser wrongfully fail to take delivery of the Goods, theCompany shall be entitled to invoice the Purchaser for the Priceat any time after the Company has tendered delivery of the Goods(or as the case may be) after the Company has notified thePurchaser that the Goods are ready for delivery.
3.1.2
Subject to any terms set out on the SOA, thePurchaser shall pay the Price of the Goods (less any discountto which the Purchaser is entitled, but without any otherdeduction) within thirty (30) days of the date of the Company’s
invoice. Receipts for payment will be issued only upon request.
3.1.3 Where any payment is to be made against an irrevocableletter of credit opened prior to the date of shipment of Goods
from the Company’s premises, the terms of such letter of credit
must be acceptable to the Company and confirmed by a prime
London bank. The letter of credit shall be opened within two(2) weeks of the issuance of the SOA and the validity period
shall be not less than ninety (90) days from the latest shipment
date in such letter of credit.
3.2 The Price for Services shall be paid 100% in advance within thirty(30) days from the date of invoice unless determined otherwise in the
Company’s relevant quotation or any SOA and/or Service Plan
Information Sheet. Where the Services comprise a Service Plan, thePrice for such Services shall be paid annually in advance and may be
increased by the Company by not less than ninety (90) days’ notice prior
to the anniversary of the expiry of the Initial Period or any Extended
Period where such increase is greater than five percent (5%).
3.3 The Purchaser shall not delay payment for any reason. Time of
payment is of the essence of every Contract. Without limiting theCompany's remedies if payment is overdue, the Company may suspend
performance or refuse to perform its obligations in the Contract until the
Company has received the invoiced payment from the Purchaser. If thePurchaser delays payment for more than sixty (60) days from the dateof the invoice, the Purchaser shall pay the Company interest on theamount overdue at the rate of 8% above the Bank of England base ratefrom time to time, calculated daily from the date payment fell due until
the date of actual payment (or such lesser amount as is the maximum
rate permissible by law) and the Purchaser shall indemnify theCompany against any legal fees and other costs of collection.
3.4 Any payment which would fall due later than it would have done but
for delay caused by the Purchaser shall be deemed to fall due when,
but for the Purchaser's delay, it might reasonably be expected to havefallen due.
4. RISK AND PROPERTY
4.1 Until payment has been made of the whole of the Price and othermonies payable by the Purchaser under the Contract and of all othermonies owing by the Purchaser to the Company at the time the payment
for the Goods falls due:(a) property in any Goods shall remain the Company's; the Purchaser
shall hold such Goods as the Company's fiduciary agent and bailee,
stored separately from those belonging to any other person andlabelled so as to show clearly that they are the property of theCompany and shall ensure that they are properly protected, treated
and insured, and shall not dispose of the Goods;(b) the Company may recover and/or resell the Goods, require theirreturn to the Company and enter upon the Purchaser's or any
carrier's premises by its servants or agents for that purpose and thePurchaser grants the Company an irrevocable licence to this effectwhich shall survive termination of the Contract;(c) the Company shall have a right of lien over any goods or materials
belonging to the Purchaser which are in the Company's possession
or control; and(d) the Purchaser shall not pledge or charge by way of security for any
indebtedness any of the Goods which remain the Company's
property but if it does all monies owing by the Purchaser to theCompany shall forthwith become due and payable.
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4.2 Risk of damage to or loss of the Goods shall pass to the Purchaser
at the earlier of the time when the Company notifies the Purchaser that
the Goods are available for collection or upon the Company first
despatching the Goods from its premises unless any SOA specifies
otherwise.
5. DELIVERY AND RESCHEDULE
5.1 Save as otherwise agreed in writing by the Company, delivery of theGoods shall be made by the Company making the Goods available forcollection from its premises and so informing the Purchaser or, if someother place for delivery is stated in any SOA, by the Company or its
nominated carrier despatching the Goods from its premises to the statedplace. If the Purchaser fails to take delivery or to give adequate delivery
instructions, the Company may (without prejudice to its other rights)
store or dispose of the Goods, in which case the Purchaser shall pay to
the Company upon request the amount of any reasonably storage or
disposal charges.
5.2 The Company may deliver Goods in instalments and delay indelivery of any instalment will not entitle the Purchaser to terminate theContract, nor permit the set off of any payments in respect of one
delivery against any claim in respect of any other delivery. Where Goods
are delivered by instalments the Company may issue separate invoices.
5.3 The Purchaser shall clear the Goods for import into the country ofdelivery unless any SOA states otherwise.
5.4 Whilst the Company will seek to meet any stated delivery or
performance time, it is approximate, shall not be binding upon the
Company and the Company shall not incur liability in relation to latedelivery or performance of Supplies. If no time for delivery of Goods isagreed, the Purchaser shall accept the Goods when ready for delivery.
5.5 Should the Purchaser wish to vary a delivery or performanceschedule, it shall make a request in writing to the Company.
Rescheduling restrictions apply and the Company is not obliged toaccept a request for a re-schedule of delivery or performance ofSupplies. Should the Company agree in writing to amend a delivery or
performance schedule, charges may apply. Such charges shall beapplied at the time the re-schedule is agreed.
6. INSPECTION AND ACCEPTANCE
Unless the Company will issue or has issued an acceptance certificate
or an installation confirmation form is to be or has been issued pursuant
to clause 14, the Purchaser shall inspect and test the Goods and withinseven (7) days of their delivery, and in respect of Services, within seven(7) days of the Company tendering their completion, the Purchaser shallgive prompt written notice to the Company of any damage or claim. In
the absence of such notice, the Goods shall be deemed to comply with
the Contract and the Purchaser shall accept them. The Goods are soldas a batch and without prejudice to the Purchaser's right to reject all theGoods the Purchaser may not reject only some of the Goods.
7. WARRANTY
7.1 If within the Applicable Warranty Period any Goods (excluding
software) prove defective by reason of faulty design, workmanship ormaterials or the Company receives notice from the Purchaser that any
Services were not performed in accordance with the Service Plan
Information Sheet, the Company will adjust, repair or replace the Goods
as it sees fit or re-perform any non-compliant Services free of charge,
subject to clause 12.5, provided that:(a) the Purchaser gives written notice of the defect or non-performanceof the Services (with reasonable relevant information) to theCompany as soon as reasonably practicable and within the
Applicable Warranty Period;(b) the Goods and/or Serviced Goods have been used solely for theirproper purpose and in accordance with the operating instructions;(c) the defect or failure to perform the Services has not been causedby fire, accident, misuse, neglect, incorrect installation by the
Purchaser or its customers, agents or servants, unauthorised
alteration, repair or maintenance or the use of sub-standard
consumables and has not arisen from fair wear and tear;(d) the defect or failure to perform the Services has not arisen from any
design, specification, component or material supplied by or on
behalf of the Purchaser;(e) no part of the Goods and/or Serviced Goods has been replaced witha part not supplied or approved by the Company;(f) payment in full of all sums due in respect of the Supplies has been
made;(g) the Purchaser shall be liable for any costs incurred by the Company
in responding to claims caused by operator error or incorrect
application or other default of the Purchaser or other third party;(h) the Purchaser shall accord the Company sufficient access to theGoods and/or Serviced Goods to enable its staff to inspect andadjust, repair, remove or replace the Goods or re-perform theServices;(i) the costs of all consumables shall be paid by the Purchaser;(j) the Purchaser shall be liable for all costs incurred by the Company
relating to (a) ICCD damage caused by laser burn, bleaching of thephotocathode (brought about by excessive numbers ofphotoelectrons in the Multichannel plate); (b) the sensor and otherexposed parts of the High Energy Detection including X-ray
cameras where (i) the sensor is openly exposed (typically SO/SX
models) and/or (ii) the sensor is used for the direct detection of Xray photons; or (iii) the sensor is indirectly contactable via a
protruding fibre optic plate (typically HF models);(k) for Borealis upgrades performed by the Company on scanheads not
supplied by the Company or not supplied as part of a new revolution
XD system, the warranty relates to the upgraded component only;
and(l) the Purchaser immediately stops use of the camera in the event thata vacuum failure is suspected (typically shown by degradation inquantum efficiency or cooling performance) or that backfill integrity
failure is suspected (typically shown by formation of condensationon the sensor).
7.2 The Company may repair the Goods in situ or have them returned
to its premises; if the latter, the risk in the Goods shall at all times remain
the Purchaser's and they shall be packaged as the Company instructs
and despatched at the Purchaser's expense. Costs of carriage on theGoods' return to the Purchaser shall be borne by the Company where
the defect is covered by this warranty.
7.3 If the Goods incorporate goods or services provided by a third party,
the obligations of the Company in respect of such goods or services
shall not exceed the warranty obligations of such third party to theCompany nor exceed any time limit upon those obligations.
7.4 The Applicable Warranty Period for any Goods replaced or repaired
or any corrective services or for any Services re-performed pursuant to
the initial warranty shall be the remaining period, if any, of such initial
warranty period.
8. PROVISION OF SERVICES
8.1 Where the Services comprise the servicing and/or maintenance by
the Company of Serviced Goods the following applies:(a) The Serviced Goods must be fully installed and accepted by the
Purchaser.
(b) The Company may prior to accepting any order from the Purchaser
to provide the Services, carry out at the expense of the Purchaser aninspection of the Serviced Goods as the Company reasonably requires.
Such inspection shall be charged at the Company’s then current list
price for such inspection;(c) If the Company reasonably determines that the Serviced Goods
are not in good operating condition prior to start of performance of theServices, the Company may require the Purchaser to effect suchadjustments as it determines necessary and, if the Company agrees toprovide such adjustments the Purchaser will pay for such work on a timeand materials basis. The Company reserves the right not to commence
performance of the Services until the Services Goods are in good
operating condition;(d) Subject to clause 12.5, the Company may send a replacement partfor the Purchaser to replace a defective part with or, if such replacement
requires technical skills which the Purchaser does not possess, theCompany shall send an Engineer to repair the Serviced Goods in situ
or may have them returned to its premises; if the latter, the risk in theServiced Goods shall at all time remain the Purchaser’s and they shallbe packaged as the Company instructs and despatched at theCompany’s expense. Costs of carriage on the Serviced Goods’ returnto the Purchaser shall be borne by the Company unless otherwise
specified in the SOA. The Purchaser acknowledges that failure by the
Purchaser to return any Serviced Goods to the Company’s premises at
the Company’s request may result in a delay or alteration to theperformance of the Services and, to the extent permitted by law, theCompany shall not be liable for any losses, damages, claims, costs or
expenses incurred by the Purchaser or any third party arising out of orin connection with such delay or alteration to the performance of theServices;(e) Parts of components of Serviced Goods will be replaced at theCompany’s discretion, if no appropriate alternative fix is available any
replacement parts used by the Company shall be new or of equivalent
performance to new parts, at the Company’s discretion. The Company
reserves the right to use reconditioned parts, if necessary.
Replacement parts shall be the property of the Purchaser and replacedparts shall become the property of the Company which may invoice thePurchaser for their replacement value if such parts are not returned toit within ten (10) days of their replacement; and(f)
If any appointment with an Engineer is cancelled with less thantwenty-four (24) hours’ notice the Company may charge its standard
rates for its time and expenses in respect of such appointment.
8.2 The Company shall provide the Services detailed in the Service
Plan Information Sheet or the SOA at the location and rates contained
therein. In the event that additional Serviced Goods are agreed to be
added to the Contract, a new Contract shall be executed between the
Company and the Purchaser to identify the new Serviced Goods, Priceand payment terms (if any).
8.3 The Purchaser shall grant full access to its premises and
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equipment to enable the Company to perform the Services during all
normal working hours and upon reasonable notice from the Company
at any other time.
8.4 The Purchaser shall ensure that any premises to which theCompany’s employees or agents have access for provision of Supplies
fully comply with health and safety regulations and best practices andthe Purchaser will not expose such persons to unnecessary risk or
danger to personal safety. The Purchaser shall ensure that theCompany’s personnel are made aware of all relevant safety procedures
and regulations.
8.5 Without limitation to clause 11, the Purchaser shall ensure thatits employees and agents comply with all reasonable instructions madeby the Company’s employees and agents in the course of provision of
Supplies or to enable the Company to limit any damage to either party,
including without limitation complying with safety procedures.
8.6 The Purchaser shall take all precautions to protect its data andshall ensure that a regular back-up arrangement is implemented before
and during the provision of the Supplies. The Purchaser shall be
responsible for restoring any lost or corrupted data unless such loss iscaused by the negligence or wilful default of the Company in which caseits liability shall be limited to the reinstatement where possible of all data
proven to have been lost or irremediably corrupted and which would nothave been included in such back-up arrangements required to be
maintained by the Purchaser.
8.7 Save with the Company’s prior written consent, the Purchaser
undertakes that it will not, during or for a period of twelve (12) months
after the provision of the Supplies has ceased, directly or indirectly
solicit any employee of the Company or seek to cause him to leave theemployment of the Company.
8.8 Without prejudice to clause 8.7, the Purchaser shall pay to theCompany a commission fee of twenty thirty per cent (30%) of that
employee’s then current annual salary including accrued benefits in
respect of any employee of the Company who is employed or engaged
by the Purchaser or any associate of the Purchaser during or withintwelve (12) months after the provision of the Supplies ceased.
8.9 The Purchaser shall at the Company’s request provide adequate
security and space at its premises for secure and proper storage of any
equipment belonging to or used by the Company or its employees oragents.
8.10 The Purchaser shall indemnify the Company against any liability
in relation to claims or awards made against the Company or its agentsor sub-contractors by any person employed or previously employed by
the Purchaser or any contractor to the Purchaser regarding theiremployment rights and without limitation any applicable legislation
concerning transfers of undertakings from time to time in force.
8.11 The Purchaser shall reimburse the reasonable expenses of any
employees or representatives of the Company who are required totravel from the Purchaser’s premises at its request during the provisionof the Supplies.
8.12 The Purchaser shall have no right in or lien over any equipment
provided to it by the Company on loan and shall return any such
equipment to the Company immediately upon request. The Company
reserves the right to enter the premises of the Purchaser to identify andremove any such equipment.
8.13 The Purchaser shall indemnify the Company against any liability inrelation to:(a)the Purchaser’s failure to comply with any of its obligations
under this clause 8;(b)
any action of the Company required to be taken or not to betaken at the request or direction of the Purchaser;(c)
any information or materials provided to the Company by the
Purchaser or any of its employees, associates or representatives
other than for their intended use as communicated to the Purchaserby the Company;(d) the negligence or wilful misconduct of the Purchaser.
8.14 The Company warrants that the Services will be performed withreasonable skill and diligence and the Company shall use reasonableendeavours to attain any service levels or project specifications
contained in any Service Plan Information Sheet or referred to in any
SOA; such service levels or specifications shall not form part of theContract and failure to attain any service level or specifications shallnot constitute a breach of contract by the Company save as specified insuch Service Plan Information Sheet or SOA.
8.15
Unless otherwise agreed in writing, the Company shall haveno obligation to provide Services in respect of Serviced Goods which
are moved to a new location from that specified in the SOA and/or
Service Plan Information Sheet and may charge additional rates forsuch Services.
8.16
Following a request by the Purchaser, the Company may
remove and reinstall Serviced Goods for the Purchaser from its original
location to a new location: such removal and reinstallation if agreed
shall, unless otherwise agreed in writing, be on the Company’s thencurrent standard terms for such services and shall be charged to thePurchaser at the Company’s then current standard rates for the same.
8.17
If the Company undertakes the removal and reinstallation ofServiced Goods for the Purchaser from its original location to a newlocation, the Company may, in its sole discretion, waive the requirement
for a pre-service inspection and adjustment as described in clauses
8.1(b) and 8.1(c).
8.18
If the Serviced Goods are moved and the Company has
agreed to provide Services in respect of such Serviced Goods and theremoval and installation of Serviced Goods from their original location
to a new location is undertaken by the Purchaser or a third party, theCompany may, in its sole discretion, require the performance of a further
pre-service inspection and adjustment pursuant to clauses 8.1(b) and
8.1(c).
8.19
If the Company reasonably determinates that any Serviced
Goods cannot be put into good operating condition following theirremoval and reinstallation from their original location to a new location,
the Company shall have the right to immediately terminate the Contract
in whole or in part on written notice to the Purchaser.
9. EXCLUSIONS FROM SERVICES
9.1 Where the Services include service or maintenance of thePurchaser’s equipment there shall be excluded from such Services oran additional fee will be payable to the Company for any items
specifically set out in the SOA or the Service Plan Information Sheet, orin an agreed schedule, and unless otherwise expressly stated therein
there shall be excluded from such Services or an additional fee shall bepayable for:(a) the provision of consumables and accessories (such as storage
devices, modems, additional screens, keyboards);(b) the supply and installation of patches, fixes, BIOS upgrades orother software related upgrades or modifications, or of loaners, add ons
or other upgrades to Serviced Goods;(c) repairs necessitated as a result of any cause other than fair wear
and tear resulting from proper use of the Serviced Goods or otherequipment in accordance with the Company’s or the manufacturer’s
instructions (including, without limitation, fire, accident, misuse, neglect,
incorrect installation by the Purchaser or its customers, agents orservants, unauthorised alteration, repair or maintenance or the use of
sub standard consumables, failure or fluctuation of electrical power,
failure of air conditioning or humidity control, or abnormal physical orelectrical stress) or repairs necessitated by equipment not supplied by
the Company or by the Serviced Goods not being in good working orderwhen the Services are commenced;(d) any modification or alteration to the Serviced Goods except as
required to rectify a fault diagnosed by the Company or the
manufacturer;(e) repair necessitated by any design, specification, component ormaterial supplied by or on behalf of the Purchaser or by the replacementof any part of the Serviced Goods with a part not supplied or approvedby the Company;(f) repair or replacement of any equipment the subject of suchservices if such equipment is obsolete or beyond economic repair(“BER”), meaning that the cost of repair is not less than sixty (60%) of
the then current market value of such equipment; and(g) electrical work external to the Serviced Goods.
9.2 The Purchaser shall reimburse the Company against any costs
incurred by the Company responding to claims caused by operator error
or incorrect application or other default of the Purchaser or other third
party.
9.3 In the provision of Services, the Company cannot guarantee theattendance of any particular individual as an Engineer or Consultant andreserves the right to replace any Engineer or Consultant with anappropriate alternative individual at any time.
9.4 Unless otherwise agreed in writing, the Engineer or theConsultant shall not be required to perform any services other than theServices, in particular the Engineer does not carry stock unlessspecifically ordered in advance. Charges for labour or materials for any
service (including without limitation reinstallation and training in the useof the Serviced Goods) other than the Services can be provided at anadditional cost. The Purchaser may request a quotation from theCompany for such services.
10. RENTAL EQUIPMENT
10.1
This clause 10 shall apply to any Rental Equipment provided
by the Company as part of the Services.
10.2
Any Rental Equipment shall at all times remain the propertyof the Company, and the Purchaser shall have no right, title or interestin or to the Rental Equipment.
10.3
The risk of loss, theft, damage or destruction of the Rental
Equipment shall pass to the Purchaser on delivery and shall pass backto the Company on delivery of such Rental Equipment back to theCompany at the end of the Rental Period, or earlier if requested by theCompany. The Rental Equipment shall remain at the sole risk of thePurchaser during the period in which the Rental Equipment is in the
OI UK Andor TermsConditions of QuoteSale GoodsServ Sept 2020

possession, custody or control of the Purchaser until such time as theRental Equipment is redelivered to the Company (the “Rental Period”).
10.4
During the Rental Period, the Purchaser shall:(a) at its own expense, obtain and maintain insurance of the Rental
Equipment to a value comprehensively against all usual risks of loss,
damage or destruction by fire, theft or accident, and such other risks as
the Company may from time to time nominate in writing;(b) ensure that the Rental Equipment is kept and operated in a suitableenvironment, used only for the purposes for which it is designed, andoperated in a proper manner by trained competent staff in accordancewith any operating instructions provided by the Company;(c) not use the Rental Equipment for an unlawful purpose;(d)_ make no alteration to the Rental Equipment and shall not remove
any existing component(s) from the Rental Equipment without the priorwritten consent of the Company unless carried out to comply with any
mandatory modifications required by law or any regulatory authority orunless the component(s) is/are replaced immediately (or if removed in
the ordinary course of repair and maintenance as soon as practicable)by the same component or by one of a similar make and model or an
improved/advanced version of it. Title and property in all substitutions,replacements and renewals made in or to the Rental Equipment shallvest in the Company immediately upon its installation;(e) permit the Company or its duly authorised representative to inspect
the Rental Equipment at all reasonable times and for such purpose toenter upon any premises at which the Rental Equipment may belocated, and shall grant reasonable access and facilities; and(f) not, without the prior written consent of the Company, part with
control of (including for the purposes of repair or maintenance), sell oroffer for sale, underlet or lend the Rental Equipment or allow thecreation of any mortgage, charge, lien or other security interest in
respect of it.
10.5
The Company reserves the right to remove any Rental
Equipment at any time and the Purchaser grants an irrevocable right ofentry to the premises where the Rental Equipment is situated for such
purpose.
10.6
The Purchaser shall return any such Rental Equipment to theCompany immediately upon request.
11. EXCLUSION AND LIMITATION OF LIABILITY
11.1 In an effort to keep the Contract price as low as possible and as
the Purchaser is better able than the Company to quantify loss which it
may suffer from a breach of contract and to insure accordingly, thePurchaser agrees to the Company limiting its liability and therefore
agrees that save as expressly agreed in writing or as mandatorily
implied by law:(a) the Company shall have no obligation in respect of the Goods orServiced Goods except for its undertaking in clause 7 above (“theWarranty”) and as expressly stated in the Contract;(b) if the Company has repaired or replaced the Goods pursuant to the
Warranty, or properly re-performed the Services it shall have nofurther liability in respect of such defect or fault in the Goods ordefault in the Services unless a repair or replacement or proper
performance is not possible in which case the Company’s liability
shall be limited to refunding any monies paid in respect of such
defective Goods or Services;(c) the Purchaser acknowledges that the Company’s obligations andliabilities in respect of the Supplies are exhaustively defined in theseTerms and that such express obligations are in lieu of and to the
exclusion of any other warranty, condition, term, undertaking or
representation of any kind, express or implied, statutory orotherwise relating to the Supplies including, without limitation, as tothe condition, quality, performance or fitness for the purpose of the
Supplies or any part of them;(d) the Company shall not be liable for any failure to perform, or delay
in performing, any Services which is caused or contributed to by abreach by the Purchaser or its obligations under the Contract andthe Company shall be entitled to rely on all information andmaterials provided by the Purchaser without verifying the same; and(e) the Company shall not be liable for any loss which represents or
which is loss of profit, revenue, benefit, anticipated savings or
goodwill, loss of use of any asset, loss of data, businessinterruption, management costs or third party liability or special,consequential or indirect loss.
11.2 The aggregate liability of the Company (whether in contract, tort,
breach of statutory duty or otherwise) for all breaches under or nonperformance of its obligations or contemplated by any Contract shall not
exceed a sum equal to one and a half times the amount paid for any
Supplies the subject of such Contract save that this sub-clause shall not
limit or exclude any liability of the Company which cannot be effectively
excluded in law.
11.3 The Purchaser shall not rely upon any representation concerning
the Supplies unless made by the Company in writing in the Contract
save that nothing in the Contract or these Terms shall exclude liability
for fraudulent misrepresentation.

11.4 Without prejudice to the foregoing, the provision of the Services is
not a guarantee that any Serviced Goods will operate uninterrupted orwithout error, nor is it a guarantee against obsolescence.
11.5 Any liability of the Company under any warranty, indemnity or otherobligation stated or confirmed in the SOA is subject to all exclusions andlimitations in these Conditions.
11.6 If the Company obtains performance of any of the Services by anyof its associates or any sub-contractor, such associate or sub-contractor
shall be entitled to the benefit of this clause 11 and to enforce it on its
own behalf.
12. REGULATORY COMPLIANCE, LICENCES AND PRE-DELIVERY
TESTS
12.1 The Supplies will comply with mandatory United Kingdom (“UK”)
regulations applicable to the manufacture and non-consumer sale of the
Supplies at the date of delivery but no other warranty or undertaking as
to regulatory compliance in the UK or elsewhere is given or to be implied
unless specifically given in writing signed by a director of the Company
or stated in any SOA. The Purchaser shall comply with applicable laws
relating to the Supplies, their use and disposal. Without limiting theforegoing, where ionising radiation is used in the Goods the Company
will upon request provide reasonable advice and assistance to thePurchaser in respect of radiological protection and applicable legal
requirements concerning registration and access.
12.2 The Company may in exceptional circumstances invite thePurchaser to attend inspections and tests of the Supplies at theCompany's premises prior to delivery but if such representatives fail toso attend such tests may be carried out in their absence. If the Company
issues an acceptance certificate the Purchaser shall accept the same
which shall be conclusive evidence of the Supplies' conformity with theContract and their acceptance by the Purchaser.
12.3 The Purchaser shall obtain in good time any applicable licences,permits and approvals in its control relating to import and export and to
the installation and/or operation of the Supplies and will indemnify theCompany against all liability in relation to Supplies supplied withoutthem. The Company shall not be responsible for any liability in relation
to delay in obtaining or failure to obtain such licences, permits orapprovals.
12.4 The Purchaser shall strictly comply with all applicable export laws,
controls and regulations and shall provide the Company with an End
User Undertaking as soon as practically possible and in any event nolater than seven (7) days of issue of the Purchaser’s purchase order.
12.5
the Purchaser acknowledges that export of the Goods, anyspare parts and components and the Serviced Goods, and theperformance of the Company’s obligations in the Contract, arecontingent upon the export controls of the UK, the US and otherapplicable jurisdictions. The Company shall not be liable to thePurchaser in the event that the requisite governmental authorisations,permits, licences, consents cannot be obtained, or they are revoked,
delayed, withdrawn, terminated or cancelled for whatever reason.
12.6
The Purchaser represents that it is not a Restricted Party,
which shall be deemed to include any person or entity: (1) located in ora national of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any othercountries that may, from time to time, become subject to US, UK, EU or
UN export controls for anti-terrorism reasons or with which US, UK or
EU persons are generally prohibited from engaging in financialtransactions; (2) on the US Department of Commerce Denied Person’s
List, Entity List, or Unverified List; US Department of the Treasury list ofSpecially Designated Nationals and Blocked Persons; or US
Department of State List of Debarred Parties; (3) engaged in activities
involving nuclear materials or weapons, missile or rocket technologies,
or proliferation of chemical or biological weapons; or (4) affiliated withor a part of any non-US military organisation.
12.7
The Purchaser shall not export, re-export, divert, transfer ordisclose, directly or indirectly, any Goods or Serviced Goods or related
technical data, materials or documents or any product thereof to any
Restricted Party or to any country (or any national or resident thereof)
which the US or UK Government determines from time to time is acountry (or end-user) to which such export, re-export, diversion, transfer
or disclosure is restricted, without obtaining the prior written
authorisation of the Company and the applicable Government agency.
12.8 The Company may label the Goods as required by the Waste
Electronic and Electrical Equipment Regulations 2006 (“WEEE”).
Goods bearing a WEEE label should not be disposed of in a landfill orwith municipal waste. The Company will assist the Purchaser, at thePurchaser’s request and expense, to dispose of electrical or electronic
Goods. For the avoidance of doubt, the cost to the Purchaser for thecollection, treatment, recycling, recovery and sound environmental
disposal of Goods at the end of their useful life has not been included in
the Price. Further information is available on the Company’s website
andwithinits
WEEE
Policydocument
availableathttps://andor.oxinst.com/assets/uploads/documents/Andor/support/An
dor_WEEE_policy.pdf, or via a member of the Company’s sales team.
OI UK Andor TermsConditions of QuoteSale GoodsServ Sept 2020

13. TERMINATION OF CONTRACT
13.1 Where the Services comprise a Service Plan, such Service Plan
shall begin on the Commencement Date and thereafter, unlessterminated earlier in accordance with this clause, shall continue for theInitial Period. The Company may agree to extend the Initial Period forany number of one-year periods thereafter (each being an “Extended
Period”) for an additional fee. During any Extended Period, either party
may terminate any Service Plan element of a Contract for Serviced
Goods by giving sixty (60) days’ notice in writing to the other party, such
notice expiring on any anniversary of such Extended Period.
13.2 The Company may terminate separately all or any of the Contractand every other contract with the Purchaser if:(a) the Purchaser fails to make payments to the Company under any
contract as they fall due or the Purchaser otherwise breaches any
such contract and the breach or non-payment is not remedied withinseven (7) days of notice from the Company;(b) the Purchaser is, or is deemed to be, insolvent or suspends
payment or performance of its obligations or threatens to do so, or
the Company has reasonable grounds for believing it will fail todischarge its obligations under any contract or steps are taken to
propose any composition, scheme or arrangement involving thePurchaser and its creditors or obtain an administration order or
appoint any administrative or other receiver or manager in relation
to, or put in force any legal process against, the Purchaser or anyof its property or enforce any security over the Purchaser's property,
or repossess any goods in its possession or wind up or dissolve thePurchaser, or sequestrate its estate or dissolve it or file a petition inbankruptcy or other relief from creditors;(c) control of the Purchaser passes from the present shareholders,owners or controllers to other persons whom the Company in its
absolute discretion regards as prejudicial to its reasonable interests;(d) in the reasonable opinion of the Company the Purchaser hasceased or threatened to cease to trade;(e) where the Purchaser is an individual or partnership, he or any
partner dies or any steps are taken with a view to making abankruptcy order against him or any partner; or(f) anything corresponding to any of the above occurs outside Englandand Wales.
13.3 If the Contract is terminated, the Company (without prejudice to its
other rights but subject to any relevant mandatory laws) may do any of
the following:(a) declare immediately payable (and so interest-bearing under clause
3.3) any sums owed by the Purchaser, proceed against thePurchaser for the same and/or damages, and appropriate any
payment by the Purchaser as the Company thinks fit(notwithstanding any purported appropriation by the Purchaser);(b) suspend further performance of any Contract and/or any credit
granted to the Purchaser on any account (and the time for delivery
by the Company shall be extended by the period of suchsuspension); and/or(c) take possession of and deal with (including the sale of) any
materials and other assets of the Purchaser held by or on behalf of
the Company and apply any proceeds of sale in payment of anysums owing under or damages arising in connection with any
Contract including any interest and costs arising thereon.
14. INSTALLATION/COMMISSIONING/PERFORMANCE
14.1 Where the Company has agreed to install or commission theGoods or perform Services, the Purchaser warrants that the site where
the Goods are to be used or where performance of the Service is to takeplace is in all respects suitable for the safe and lawful installation andoperation of the Goods or performance of the Services. If the Company
is to effect or supervise the installation, commission the Goods and/or
perform the Services, the Purchaser shall prepare the site in good timeand provide all services (including without limitation labour, power,
compressed air, water, drainage, liquid cryogens, vacuum pumps,
extraction, process gas, bottled gasses and environment as
appropriate) for efficient installation, commissioning and/or performanceof the Services, failing which the Company may charge for lost time ofits personnel. For the purpose of this clause 14, “commission” and“commissioning” shall mean (i) hardware start-up; and (ii) processdemonstration of the Goods to be performed pursuant to acceptancetests agreed between the Company and the Purchaser prior toacceptance of the Purchaser’s order by the Company. The Purchaser
acknowledges that the purpose of commissioning is not to demonstrate
every possible function capable of being performed by the Goods andthat the Purchaser will be invited to choose a reasonable but limited
number of functions to be demonstrated during commissioning.
14.2 The Purchaser shall obtain any certificates or other approvals
required in good time before installation and/or commissioning and shallinform the Company of all relevant safety, building and electrical codesand other requirements relevant to installation and/or commissioning
and shall indemnify the Company against any liability or expense
resulting from failure to do so.

14.3 If for any reason (save the Company’s default) commencement of
installation and/or commissioning of the Goods is delayed beyond thedate scheduled in the Contract or initially agreed by the Company (or if
none is so scheduled or agreed, then beyond the date which is thirty(30) days after the Goods were ready for shipment by the Company),
the Purchaser shall pay to the Company at its request the costs which
it incurs by reason of the delay plus charges at the Company’s standard
service charge rate for the time which it spends on the additional workrequired by reason of the delay. If the delay extends by more than ninety(90) days after the Goods were shipped or ready for shipment by theCompany:(a) the Purchaser shall be deemed to automatically accept the Goods;(b) the Applicable Warranty Period shall commence; and(c) if the Company is to effect or supervise the installation and/or is tocommission the Goods, such obligation(s) shall expire. The Purchaser
may request the Company to effect or supervise the installation and/or
to commission the Goods beyond such date and any such services shallbe charged at the Company’s standard service charge rate. Any
installation and/or commissioning carried out by the Purchaser shall beat the risk, cost and expense of the Purchaser.
14.4 Subject to automatic deemed acceptance in clause 14.3, uponcompletion of installation and/or commissioning the Company shallissue and the Purchaser shall accept an installation and/or acceptancecertificate which shall be conclusive evidence of the Goods' conformity
with the Contract and of their final acceptance by the Purchaser.

17. USE OF GOODS AND SAFETY
17.1
The Purchaser shall:(a) procure that the Goods (including any goods the subject of services)
are used only for the purposes and in the manner for which they
were designed and supplied; that all persons likely to use or comeinto contact with the Goods receive appropriate training and copies
of applicable literature supplied by the Company; that all third
parties who use or may be affected by or rely upon the Goods are
given full and clear warning of any hazards (both patent and latent)
associated with them or limitations of their effectiveness and thatsafe working practices are adopted and complied with. Any warning
notices displayed on the Goods must not be removed or obscured;
the Purchaser shall procure that any third party to whom the Goods
are supplied agrees not to remove or obscure such warning notices
and shall take such steps as are reasonable to enforce suchagreement;(b) promptly comply with any safety recommendation made to it inrespect of the Goods (including recall of them) and shall procurecompliance by all relevant persons and shall pay the Company's
reasonable charges for additional or replacement parts (including
installation costs) supplied by the Company for this purpose;(c) maintain and make available to the Company all records necessary
to enable Goods to be traced to their ultimate buyer or user; and(d) indemnify the Company against any liability in relation to any breachof the Purchaser's obligations under this clause 17.1.

15. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
15.1 All inventions, designs, copyrights and processes and all and anyother intellectual / industrial property rights whether or not registered orregisterable and all goodwill associated thereto relevant to the Supplies
and all specifications, designs, programs or other material issued by oron behalf of the Company shall, as between the Company and thePurchaser remain the absolute property of the Company. The
Purchaser shall not acquire any right or interest in the same except, if
the SOA so requires, the Company shall grant or procure the grant of alicence to the Purchaser to (i) use relevant Software with the Goods or
the Serviced Goods to or at the direction of the Purchaser or (ii) use
materials created specifically for the Purchaser in the course of theServices.
15.2 The Purchaser acknowledges that all specifications, design,
programs or other material including know-how, plans, drawings andprice lists issued by or on behalf of the Company are confidential andagrees not to use them or any other confidential information of theCompany for any purpose (other than the purpose for which theinformation was disclosed) nor reproduce them in any form nor disclose
them to third parties. The Purchaser shall not seek to abstract from theGoods any confidential information regarding their design, construction
or otherwise (and without limiting the foregoing shall not decompile any
software comprised in the Goods or Serviced Goods) and all rights
subsisting in such material are reserved.
15.3 The Purchaser shall obtain similar undertakings as those set out in
sub-clauses 15.1 and 15.2 from its customers and indemnify theCompany against any liability in relation to any failure to do so. The
Purchaser shall upon request sign and/or require its customers to sign
the software vendors form of non-exclusive licence to use programs
necessary to operate the Goods; all obligations of the Company under
any contract are conditional upon execution of such agreement andcompliance with its terms.
15.4
The Company hereby grants to the Purchaser a nonexclusive, non-transferable licence to use the Software solely for the
purposes of operating the Goods for their proper designed purpose, but
the Purchaser shall have no right to access or use the source code of
the Software and shall not copy all or part of the Software unlessotherwise expressly agreed in writing by the Company.
15.5
all intellectual property and other rights of whatever nature in
the Software and the documentation for it are and shall remain theproperty of the Company or the software vendor.

18. PURCHASER’S EQUIPMENT AND OTHER ITEMS
18.1 The Company shall not be liable for any defect, wastage or otherloss whatsoever in, of or arising from equipment, hardware or softwareor other items (in this clause, “equipment”) supplied or made available
to the Company by the Purchaser, which equipment shall be held,
worked on and used at the Purchaser’s risk. Quantities of equipment
supplied by the Purchaser shall allow for normal spoilage and fair wear
and tear.
18.2 The Company shall not be responsible for any loss, damage, costor expense arising from, or from any defect, mistake or inaccuracy inany equipment specified or supplied by the Purchaser. Any loss,
damage, cost or expense arising therefrom shall be for the sole accountof the Purchaser who shall indemnify the Company accordingly.
18.3 The Company’s liability for equipment specified or provided to theCompany by the Purchaser or otherwise held or worked on by theCompany on behalf of the Purchaser shall be limited to the lesser of thebasic raw material cost of the equipment or an independent externalvaluation of such equipment.
18.4 Prior to its delivery to the Company or to the Company being
granted access to it the Purchaser shall notify the Company of thenature of any equipment to be held or worked on by the Company under
the Contract, shall provide adequate warnings and instructions wheresuch equipment is or may be hazardous to safety and shall ensure thatit complies with any requirements or descriptions of or in the Contract.
18.5 The Purchaser shall indemnify the Company for any liability inrelation to such equipment which could not have been prevented by theCompany acting in accordance with the Purchaser’s reasonable written
instructions and was not caused by the negligence or wilful default of
the Company or its employees.
18.6 The Purchaser shall indemnify the Company against any liability
in relation to the contamination, damage or loss (due to contact with any
radioactive, chemical or other hazardous materials or by the negligenceof the Purchaser or its representatives) of any instruments, components,
parts or materials brought by the Company to the Purchaser’s premises
for the purposes of performance of the Contract.

16. FORCE MAJEURE
The Company shall not be liable for any failure to perform its obligations
hereunder by reason of any cause whatsoever beyond its reasonable
control (including without limitation fire, flood or act of god; natural
disaster; armed conflict; terrorist attack; civil war; civil commotion or
riots; war; sanctions or embargoes; any labour or trade disputes, strikes
or industrial actions (whether involving employees of either party or of athird party); epidemic or pandemic; equipment or supply difficulties; anyrule or action of any public authority; transportation delays; refusal ordelay in granting or revocation, cancellation or withdrawal of any
necessary licence, approval, consent or permit; or any repudiatory eventby the Purchaser). In such circumstances it may terminate the Contract
whereupon the Purchaser shall pay a sum equal to the costs to theCompany of performing the Contract and the Company's liability shallbe limited to repayment of any sums paid in respect of undelivered
Goods or unperformed Services less such costs.
OI UK Andor TermsConditions of QuoteSale GoodsServ Sept 2020

19. DATA PROTECTION
19.1
The Purchaser shall comply with all applicable requirementsof the Data Protection Legislation.
19.2
The Purchaser shall, in relation to any personal dataprocessed in connection with the Contract:(a) process that personal data of the Company only on the written
instructions of the Company, unless required by Data Protection
Legislation to otherwise process that personal data;(b) ensure that it has in place appropriate technical and organisational
measures, to protect against unauthorised or unlawful processing of
personal data and against accidental loss or destruction of, or damage
to, personal data, appropriate to the harm that might result from theunauthorised or unlawful processing or accidental loss, destruction ordamage and the nature of the data to be protected, having regard to thestate of technological development and the cost of implementing any
measures (those measures may include, where appropriate,
pseudonymising and encrypting personal data, ensuring confidentiality,
integrity, availability and resilience of its systems and services, ensuringthat availability of and access to personal data can be restored in atimely manner after an incident, and regularly assessing and evaluating
the effectiveness of the technical and organisational measures adopted
by it); and(c) ensure that all personnel who have access to and/or process
personal data are obliged to keep the personal data confidential.
20. GENERAL
20.1 The Purchaser shall indemnify the Company against all liability inrelation to any specification, design, information or component which
the Purchaser has supplied or arranged for the supply to the Company
and warrants that the use of such specifications, designs, information orcomponents will not infringe the rights of any third party.
20.2 No indulgence, forbearance, partial exercise of any right or remedy
or previous waiver shall prejudice any rights or remedies. Remedies
shall be cumulative and no choice of remedy shall preclude any otherremedy.
20.3 The Purchaser shall not assign, mortgage, charge, sub-let orotherwise dispose of the Contract or any rights thereunder in whole orin part.
20.4 After termination (howsoever caused) or cancellation, clauses 3.3,4, 11, 12, 14, 15, 17, 19 and 20 shall continue in full effect.
18.5 A person who is not a party to the Contract has no right under theContracts (Rights of Third Parties) Act 1999 to enforce any term of theContract but this does not affect any right or remedy of a third party
which is available apart from that Act.
18.6 All Contracts shall be governed and construed in accordance withEnglish law and the Purchaser irrevocably submits to exclusive
jurisdiction of the Courts of England without prejudice to which theCompany may apply for any provisional or conservatory measures orinterim relief in any court having jurisdiction in the Purchaser's country
or the country where the Supplies are then located.

OI UK Andor TermsConditions of QuoteSale GoodsServ Sept 2020