Terms and Conditions for Sale and Supply of Goods and Services (“Conditions”)
1. INTERPRETATION`

9.5 Supplier may, in its sole discretion, determine at any time that Buyer's

relating to, the Products or Services; and (vii) the failure or defect arises out

or variation. Contracts for Services shall commence on the commencement(“Conditions”):

provision of security for payment by Buyer in a form satisfactory to Supplier.

under these Conditions or Contract.

accordance with Section 19.2, shall continue in force for the initial term as“Buyer”

the person, firm or company which places an order for

9.6 If Buyer fails to make any payment when due then, without prejudice to13.4 If Buyer fails to pay when due any portion of any payment due fromprescribed in such Contract and thereafter for any renewal period (if any) set

order or Quotation as the case may be.

option) be entitled:

granted under this Section may, at Supplier’s option, be terminated.

terminated by either party in accordance with 19.2.

time varied by Supplier.

Services or any part thereof under that Contract or any other Contract

warranties, terms and conditions, express or implied by statute or otherwise,time by written notice to the other party if the other party commits a material

the agreement between Supplier and Buyer arising as a result

between them and claim damages and/or receive reasonable cancellation

to the extent permitted by law, including without limitation warranties ofbreach of the Contract for Services which is incapable of remedy or which

Supplier’s written acceptance and/or, in the case of Services,

recover, in addition to the payment, interest on the unpaid amount (bothliability, and Buyer’s sole and exclusive remedy for breach of the warranties

terminate a Contract for Services by giving ninety (90) days written notice toan agreement between such parties for the provision of

before and after judgement) at the rate of 6% per annum above the Royalin this Section 13 shall be as set forth in Section 13.1.

the other party.

shall be deemed to incorporate and be governed by thesepayment in full is made. Such interest shall be calculated daily.

14. LIABILITY

shall except to the extent permitted or required to exercise or perform its

14.1 Nothing in these Conditions or Contract shall exclude or limit Supplier’s

continuing rights, or obligations hereunder, return to the other party all

For the purposes of these Terms and Conditions of Sale and Supply

purchase of Products and/or Services as identified in any such

“Conditions” these terms and conditions of sale and supply as from time to“Contract”

of Buyer’s submission of an order for Supplier's Products andServices by Supplier, as initiated by a Quotation. Such Contract“Products”

Conditions.

“Supplier”

any other rights and remedies available to Supplier, Supplier shall (at its(i) to treat the Contract as repudiated by Buyer, tosuspend or cancel further delivery of Products and/or the provision offees; (ii) to affirm the Contract and claim damages from Buyer; and (iii) toBank of Scotland’s prevailing base lending rate from time to time, untilof any breach by Buyer of its obligations to provide information to Supplier

Buyer to Supplier under a Contract or otherwise, all warranties and remedies
13.5 The foregoing warranties are exclusive and exclude all otherquality or fitness for a particular purpose. Supplier’s sole and exclusive

date identified in the relevant Contract and, subject to earlier termination inout in the Contract and thereafter without limit of period unless or until
19.2 Either party may terminate a Contract for Services immediately at any

fails to be remedied. Notwithstanding the foregoing, either party may

19.3 Upon termination or expiry of any Contract, for Services, each party

property of the other party then in its possession, custody or control andgoods as agreed to be supplied by Supplier to Buyer under any

10. PRODUCTS

Contract including, Software if any.

10.1 Supplier may modify specifications provided the modifications do not

other liability to the extent that the same may not be excluded or limited asshall not retain any copies of the same.

Services offered to Buyer, subject to these Conditions.

furnish suitable substitutes for materials used.

14.2 Subject to Section 14.1, in relation to Products, Supplier’s maximum

not affect the accrued rights or liabilities of the parties at the date ofmeans any services which Supplier has agreed to provide using

10.2 All descriptions, illustrations and any other information relating to theaggregate liability under or arising out of any Contract, whether arising intermination.

applicable.

advertising material and any sales or other particulars or literature are made100% of the total amount payable by Buyer in respect of Products under that

20. INSOLVENCY OF BUYER

Malvern Panalytical, a division of Spectris Canada Inc., or any

by way of general description, are approximate only and for the general

Contract.

If: (i) Buyer becomes insolvent, has a receiver, administrative receiver,“Affiliate” means any other entity directly or indirectly

representations by Supplier nor shall they form part of any Contract.

aggregate liability under or in connection with the supply, non-supply orbusiness, makes any composition or arrangement with its creditors, takes

purported supply of Services under any Contract, whether arising in contract,

or suffers any similar action in consequence of debt or an order or resolution“Quotation” a document provided by Supplier describing Products and/or“Services”

financial condition requires full or partial payment in advance or thereasonable care and skill under any Quotation or Contract, asof its Affiliates as named in any Quotation. In this context, an
controlled by Spectris Plc.

liability for fraud or death or personal injury caused by its negligence or any

adversely affect the performance of the Products. In addition, Supplier may

Products contained in Supplier’s catalogues, brochures, price lists,

guidance and information of Buyer. They shall not constitute warranties or

11. INSTALLATION AND MAINTENANCE OF THE PRODUCTS

a matter of law.

contract, tort (including negligence) or otherwise, shall in no event exceed

14.3 Subject to Section 14.1 in relation to Services, Supplier’s maximum

tort (including negligence) or otherwise, shall in no event exceed 100% of

19.4 Termination of any Contract in accordance with these Conditions shalladministrator or manager appointed of the whole or any part of its assets or

is made for its dissolution or liquidation (other than for the purpose of

2. BASIS OF SALE

11.1 In the event of installation of the Products or the provision ofmaintenance, where applicable, the following conditions shall apply, andsolvent amalgamation or reconstruction) or carries out or undergoes any

THESE CONDITIONS SHALL TAKE PRECEDENCE OVER ANY TERMS AND

the total amount payable by Buyer in respect of Services under that Contract

CONDITIONS WHICH APPEAR IN BUYER’S ORDER OR IN ANY DOCUMENTS

Supplier’s price and provision of installation or maintenance are subject toexceed in any year 100% of the total amount payable by Buyer in respect ofceases, or threatens to cease to carry on business then, without prejudice to

INCORPORATED BY REFERENCE IN BUYER’S ORDER. No term or condition of

the fulfilment of the following conditions at the expense and responsibility

Services in that year.

any other right or remedy available to Supplier, Supplier may treat any

In the absence of an installation date being agreed between the

any loss of profit, loss of income, loss of use, loss of business, loss of

and/or Services without any liability to Buyer and, if any Products and/or

Retention by Buyer of any Products delivered by Supplier, receipt by Buyer ofparties, Buyer shall agree to a reasonable installation date with the
Supplier, such installation date to be not more than 10 days after

Services have been supplied but not paid for, the price or fees shall become

any Services performed by Supplier or payment by Buyer of any invoice

revenue, loss of goodwill, loss of data, or for any indirect or consequential

rendered hereunder, shall be conclusively deemed acceptance of thesedelivery.

loss or damage was foreseeable or in the contemplation of the parties andarrangement to the contrary.

safe and secure climate controlled on-site storage so that Products

communication from Buyer shall not be construed as a waiver of theseand Supplier’s tools (as applicable) are protected against theft andwhether arising in tort (including negligence), contract or otherwise.

14.5 Any claim arising out of or in connection with a Contract must be

21. EXPORT CONTROL

Conditions nor as an acceptance of any such provision.

any damage or deterioration; any item lost or damaged during thecommenced against Supplier within one year from the date upon which Buyer

21.1 Buyer understands that where Supplier’s obligations under the Contract

the timely and sufficient execution and completion of theof Buyer’s rights, unless otherwise specified under applicable law.

control laws and regulations, the performance of this Contract and Buyer’s

Buyer’s order additional to or different from these Conditions shall becomeof Buyer:part of any Contract unless explicitly agreed to in writing by Supplier.

i.

Conditions. Supplier’s failure to object to any provision contained in any

ii.

storage period shall be repaired or replaced at Buyer’s sole expense;iii.

3. QUOTATIONS

preparatory works in accordance with all applicable safety, electrical

Prices, specifications and delivery date referenced in Supplier's Quotations

and in respect of Services continuing beyond one year, shall in no event

14.4 Subject to Section 14.1, Supplier shall be under no liability to Buyer for

loss or damage of any kind, in each case, howsoever arising, whether such

became aware of or should have become aware of Supplier’s infringement

analogous act or proceedings under an applicable foreign law; or (ii) Buyer

Contract as repudiated and/or withhold any further supply of Products

immediately due and payable notwithstanding any previous agreement or

to supply any Products or Services are subject to governmental export
use or export of any Products delivered by Supplier shall be conditional upon
the grant of all necessary permits or licences. Buyer shall provide all

and building codes as well as with Supplier’s requirements;

15. SOFTWARE

the availability of Buyer’s site to Supplier without obstacles in due

Supplier or its suppliers (as the case may be) shall at all times have and retain

information and documentation, including where necessary end user

time to enable Supplier to start installation or maintenance at thetitle and full ownership of all software, firmware, programming routines, andcertification, not in Supplier’s possession and required by the relevant

the availability of the manpower and equipment necessary to place

the Products, and of all copies made by Buyer or the end user of the Products

for permits or licences required for deliveries to Buyer. Supplier shall be

the Products in their final location or to provide the scheduled
4. ORDERS

maintenance. For the avoidance of doubt, this includes any third(collectively “Software”).

relieved from its obligations to Buyer to supply any Products or Services to

By submitting an order to Supplier, Buyer agrees to be subject to theseparty equipment that is required but which the Buyer has decided tosolely for use with the Products.

by a relevant governmental authority. To the fullest extent permitted by law,

the acquisition of all permits, licenses, rights of way, etc. of the

16. INTELLECTUAL PROPERTY RIGHTS

business or otherwise arising from such a refusal or Contract termination.

pertinent authorities required for or in connection with installation

16.1 Notwithstanding delivery of and the passing of title in any Products and21.2 Buyer shall not, directly or indirectly, sell, provide access to, export,

the availability of all visas or any other permits necessary forshall have the effect of granting or transferring to, or vesting in, Buyer anyport), transport, or otherwise dispose of any Supplier’s Product, material,

The prices for Products and Services will be as set out in the Quotation or as

Supplier’s personnel and for the import and export of tools,

intellectual property rights in or to any Products and/or Services.

Software (including source code) or technology to, via, or for: (i) any entity

the Products sold and/or Services supplied under any Contract, prices do

to be performed.

intellectual property rights in any work or tangible deliverable item arisingcountry or region subject to comprehensive sanctions at any time; (ii) any

are for information only and shall not be binding on Supplier until alltechnical requirements have been agreed and Supplier has accepted Buyer'siv.

order. Quotations terminate if Buyer does not place an order with Supplierscheduled date;within any express period indicated by Supplier or after 60 days, whicheverv.

comes first.

purchase themselves;

Conditions in their entirety. No order, whether or not submitted in response
to a quotation by Supplier, shall be binding upon Supplier until accepted invi.

writing by Supplier.

or maintenance to be performed; and5. PRICES AND TAXES
otherwise agreed between the parties in writing. As and when applicable tovii.

equipment, and materials necessary for installation or maintenancedocumentation relating to such software supplied by Supplier for use with
A non-exclusive, non-transferable and non-sublicensable licence to use such Software will be granted to the end user

subject to section 15 and 16.3, nothing in these Conditions or any Contract

16.2 Buyer acknowledges and agrees that all property, copyright and otherapplication procedure to enable Supplier to make the necessary applications

the extent that applications for permits or licenses for the same are refused
Buyer shall have no right to claim compensation for damages, loss of

re-export, transfer, divert, loan, lease, consign, tranship (including stop in

known to be headquartered in, or owned or controlled by a national of, any

not include taxes, transport charges, insurance and export and/or import

11.2 In case any or all of the above conditions are, not properly or not timely

from or created, produced or developed by Supplier under or in the course

other individual or entity identified on a denied or restricted party list; or (iii)

excise taxes, which taxes and other charges may, in Supplier’s discretion,

be added by Supplier to the price or billed separately and which taxes andinstallation or maintenance or Supplier has to interrupt its installation or

maintenance works, subsequent testing for reasons not attributable toincluding without limitations all right title and interest in and to the Services

all required government authorisations.

other charges shall be paid by Buyer unless Buyer provides Supplier with any

Supplier, the period of completion shall be extended accordingly and any

drawings, reports, inventions, improvements, modifications, discoveries,

under or terminate any Contract if: (i) applicable comprehensive sanctions

necessary tax exemption certificate. Buyer shall pay for taxes, transport

and all additional costs resulting therefrom shall be for Buyer’s account.

tools, scripts and other items relating thereto shall immediately uponare imposed; (ii) the Buyer is designated as or determined to be a denied orotherwise in writing.

11.3 Supplier neither assumes liability nor offers any warranty for the fitness

exclusive property of Supplier and Buyer shall acquire no right, title orunder these Conditions or any Contract to supply items or Services areor adequacy of the premises or the utilities available at the premises in whichinterest in or to the same except as expressly stated in these Conditions.

subject to governmental export control laws and regulations, thenon-sublicensable licence to use such of the Works as are necessary, and to

by Supplier shall be conditional upon the grant of all necessary permits or

charges or duties, including without limitation sales, value added tax, use or

charges, insurance, export/import charges and duties unless agreed

6. SHIPMENT AND DELIVERY

complied with, or Supplier arrives on site but the Buyer delays such

Such costs will be invoiced and payment due in accordance with 9.3.

the Products are to be installed, used or stored.

6.1 Unless otherwise agreed by both parties in writing, Supplier shall arrangeof provision of any Services (the “Works”), wherever in the world enforceable,
and all documents, data, drawings, specifications, articles, sketches,creation or performance vest in and shall be and remain the sole and16.3 The Supplier grants to the Buyer a non-exclusive, non-transferable andany activity or end-use restricted by applicable laws without first obtaining

21.3 Supplier shall have the right, at its option, to suspend performance

restricted party under applicable law; or (iii) where the Supplier’s obligations

performance of any Contract and Buyer’s use or export of any item deliveredfor delivery of Products Free Carrier (FCA Incoterms 2010) to Supplier’s

12. ACCEPTANCE OF INSTALLATION

the extent necessary, for the end user to obtain and utilise the intended

licences.

manufacturing facility) as agreed between the parties. Any dates quoted or

the Products installed will be ready for testing and acceptance, inviting Buyer

16.4 If any claim is made against Buyer that the Products or Services infringe

22. DATA PROTECTION

and Supplier shall not be liable for any delay howsoever caused and time isupon in the Contract to demonstrate compliance with the agreed

Supplier shall indemnify Buyer against all losses, damages, costs andand shall continue to comply at all times with the EU General Data Protection

not of the essence.

specifications and/or to inspect the installation work.

expenses awarded against, or incurred by, Buyer in connection with theRegulation

Services by instalments and to issue a separate invoice in respect of eachcommence with the tests according to Supplier’s standard test procedures

provided that: (i) Supplier is given full control of any proceedings orElectronic Communications (EC Directive) Regulations 2003 (SI 2426/2003)

instalment. When delivery is to be by instalments or Supplier exercises its

and these tests shall be considered performed in the presence of Buyer andnegotiations in connection with any such claim; (ii) Buyer shall not make any

and any applicable laws in any jurisdiction relating to the processing or

or more instalments for whatever reason Buyer shall not be entitled to treat

the test certificate signed by Supplier.

purposes of any such proceedings or negotiations; (iii) except pursuant to a

guidance and codes issued by any relevant supervisory authority from time

the Contract as a whole as repudiated.

12.3 In case Buyer rejects the Products installed it should submit to Supplier

final award, Buyer shall not pay or accept any such claim, or compromise

to time (collectively the “Data Protection Laws”).

change to the agreed delivery date, then Supplier shall have the right tocompletion of the acceptance tests concerned. If, within Supplier’s

nothing which would or might vitiate any insurance policy or cover which

supply the Products in accordance with an appropriate data processing

charged from the first day after the original delivery date until the newcorrect the shortcomings as soon as possible and the relevant parts of theendeavours to recover any sums due thereunder and this indemnity shall not

personal data disclosed by the Buyer and both parties shall at all times

agreed delivery date. The costs shall be invoiced and payment due inacceptance test shall be repeated within a reasonable period of time inapply to the extent that Buyer recovers any sums under any such policy orcomply with obligations contained therein. The Buyer hereby acknowledges

12.4 Upon acceptance of the Products, Buyer will sign the acceptanceaccordingly account to Supplier for, all damages and costs (if any) awardedof this Section 22 entitles the Supplier to terminate any Contract in force

certificate. If within 10 days after completion of the acceptance test Supplierin favour of Buyer which are payable by, or agreed with the consent of Buyer

between the parties immediately and with no liability.

delivery in accordance with Section 6 unless agreed otherwise by the parties

with a justified rejection, the Products installed shall then be considered as

party in respect of any such claim; and (vi) without prejudice to any duty ofagainst all losses, costs, claims, expenses or damages howsoever arisingin writing. Any claims for loss, damage or misdelivery shall be filed with thehaving been accepted by Buyer.

Buyer, Supplier shall be entitled to require Buyer to take such steps aswhich the Supplier may incur or for which it may become liable as a result

Products installed shall be stated in the acceptance certificate, but shall notdamages, costs or expenses for which Supplier is liable to indemnify Buyer

representatives to comply with this Section 22 including, but not limited to,as soon as reasonably possible.

terminating use of the Product or Service, accepting from Supplier non-and/or a data subject against the Supplier and for all claims, proceedings orinfringing, modified or replacement Products or Services.

actions brought against the Supplier and/or its sub-contractors of its dataapplicable Data Protection Laws.

manufacturing facility (or an (international) airport close to Supplier’s
agreed for delivery of Products or provision of Services are approximate only

6.2 Supplier reserves the right to make delivery of Products and provision ofright to deliver by instalments or if there is delay in the delivery of any one

6.3 If Products are ready to be delivered to Buyer but Buyer has requested acharge the Buyer reasonable storage costs. Such storage costs will beaccordance with 9.3.

7. RISK AND PASSING OF TITLE

Title to, and risk of loss and damage to the Products shall pass to Buyer oncarrier and notified to Supplier within 5 days of the date of delivery. If

installation is a requirement of the Contract and such installation is delayedby more than 30 days from the agreed delivery date for reasons not

attributable to Supplier, then, to the extent allowed by applicable law, theProducts shall be deemed accepted and Supplier shall be entitled to invoice12.1 In case of installation of the Products, Supplier shall notify Buyer when
to attend Supplier’s standard tests or such tests as may have been agreed

12.2 If Buyer fails to attend the testing on the date notified, Supplier will

acceptance shall in such case take place on the basis of the results stated in

the reasons for such rejection in detail and in writing within 10 days after

reasonable opinion, the rejection is justified, Supplier shall as a sole remedy

conformity which the procedures outlined above.

shall not have received the acceptance certificate signed by Buyer or a report

12.5 Minor defects or deviations not affecting the operational use of the
obstruct or suspend acceptance. Supplier undertakes to remedy such defects

benefit of the Services.

the patent, copyright or other intellectual property rights of any third party,

claim or paid, or agreed to be paid, by Buyer in settlement of the claim

admission of liability and shall give Supplier all reasonable assistance for the

any such proceedings without the consent of Supplier; (iv) Buyer shall do
Buyer may have in relation to such infringement and shall use its bestcover; (v) Supplier shall be entitled to the benefit of, and Buyer shall(which consent shall not be unreasonably withheld) to be paid by, any other

Supplier may reasonably require to mitigate or reduce any such loss,
under this section 16.4, which steps may include (at Supplier’s option)

22.1 The Buyer represents, warrants and undertakes that it has complied
2016/679,

theRegulation(the“GDPR”),

theElectronic

Communications Data Protection Directive (2002/58/EC), the Privacy andprotection of personal data and privacy, including where applicable the22.2 The Supplier shall at all times, where personal data is being processed,
agreement (the ‘DPA’) containing suitable safeguards for the protection ofand confirms that any breach of the DPA by the Buyer or its representatives

22.3 The Buyer shall indemnify and hold the Supplier harmless from andof or in connection with any breach or failure by the Buyer or its

all claims, proceedings or actions brought by a competent public authority

the remaining balance of the Contract in full. In the absence of an installation

13. WARRANTIES

date being agreed between the parties, Buyer shall agree to a reasonable

13.1 Supplier warrants that all Products shall be free from defects in materialas the infringement arises from: (i) any additions or modifications made to

installation date with the Supplier, such installation date to be not more than

and workmanship under normal use for a period of (twelve) 12 months fromthe Products and/or Services in question, otherwise than by Supplier or with
its prior written consent; (ii) any information provided by Buyer to Supplier

23. GENERAL

calendar days of the invoice date. Invoicing the remaining balance does not

12 months from installation or fifteen (15) months from dispatch, whichever

including without limitation any specification; (iii) performance by Supplier23.1 These Conditions and any Contract shall be governed by the laws ofrelieve Supplier from its installation obligations in accordance with thecomes first, save that Supplier does not warrant that operation of theof any work required to any Products, or performance of any Services, inthe province of Quebec, Canada. The parties agree that the United Nations

program errors will be corrected. In the case where the Product delivery iswith or an addition to equipment not manufactured or developed by

excluded from application to these Conditions. The parties shall agree tooriginal delivery date. Any repair or replacement of a Product does notor approved in writing by Supplier.

Conditions or any Contract by amicable negotiations. If no settlement can

extend the period of warranty. Notwithstanding the foregoing, unless

16.6 Without prejudice to Section 14.1, this Section 16 states the entire

be reached through negotiations within sixty (60) days after either party has

10 days after delivery. Such final invoice shall be paid within fifteen (15)applicable term in the Contract.

16.5 Supplier shall have no obligation or liability under Section 16.4 insofar

delivery. In the event of installation this warranty period shall be for (twelve)

Software (defined in Section 15) will be uninterrupted or error free or that all
delayed by the Buyer, then Supplier will start the warranty period from

8. SERVICES
8.1 Supplier shall provide Services in accordance with these Conditions andthe terms of the relevant Contract.

compliance with Buyer's requirements or specification; (iv) a combination
Supplier; or (v) the use of Products beyond that scope established by Supplierprotection obligations (including its data security obligations) under

Convention on Contracts for the International Sale of Goods is specificallysettle any claims or disputes arising out of or in connection with theseserved written notice to the other requesting such negotiations, then the

8.2 Buyer shall, upon Supplier’s reasonable request and otherwise as

specified otherwise, the warranty period for any spare or replacement parts

shall be one (1) month from the date of delivery of such parts. This warranty

alleged infringement of intellectual property rights belonging to a third party

dispute shall be submitted to the exclusive jurisdiction of competent courts

enable Supplier to provide Services in accordance with the terms of any

does not include any consumables such as filaments, lamps, fuses or otherarising out of or in connection with the performance of any Contract. Thisin Montreal, Quebec.

required, provide Supplier with all necessary information and materials to

liability of Supplier and the exclusive remedy of Buyer with respect to any

23.2 Failure by Supplier to exercise or enforce any rights hereunder shall not

Buyer will be responsible for the completeness andparts, which fail as a result of normal usage. Buyer shall be responsible for

it is and remains entitled to provide the same to Supplier for use incomplies with any applicable law. Provided that Buyer notifies Supplier in

17. FORCE MAJEURE

23.3 If any Conditions are found to be invalid, this shall not affect the rest

any such Product is returned at Buyer's risk to Supplier, transportation

not be liable to Buyer for any loss or damage which may be suffered by Buyer

23.4 Buyer may not assign, transfer, novate or otherwise dispose of all or

9.1 Each shipment of Products shall be a separate transaction and Buyer will

and upon examination Supplier determines to its satisfaction, after aprevented, delayed or rendered uneconomic by reason of circumstances orconsent of Supplier.

reasonable period to inspect such Products, that such Product is defective in

23.5 These Conditions constitutes the entire agreement and supersedes any

to be installed by Supplier or a third party acting on its behalf, unless agreed

material or workmanship, Supplier shall, at its option, repair or replace theevents beyond Supplier's reasonable control. If due to such circumstances

Products, shipment to Buyer prepaid.

Supplier may apportion available stocks between its customers at its sole

the parties with respect to its subject matter.

with the following payment scheme:

13.2 Supplier shall have a reasonable time to make such repairs or to replace

discretion.

23.6 Variation to any Contract must be in writing and signed by the parties.

period of warranty. The warranty is limited to a period in accordance with

18. CONFIDENTIAL INFORMATIONof the other party set forth in the Quotation or in Contract. Notice shall be

Section 13.1, without regard to whether any claimed defects were

Each party undertakes to keep confidential, not use for its own purposes

regarded as properly given if sent in writing and shall be deemed to have

13.3 Supplier shall not be liable for any breach of the warranty or payment

other party disclose to any third party, any information of a confidential

and on the day of receipt if sent by express courier or by registeredattributable to Supplier, the payment scheme shall not be affected, and Buyerof such Products after giving the notice required in Section 13.1; (ii) theit unless such information is or becomes public knowledge (other than by

defect or failure arises from Buyer’s own fault; (iii) the defect arises fromacceptance date.

any drawing, design or

breach of this Section) or is required to be disclosed by order of a competentor monthly in advance. Terms of payment shall be net thirty (30) days fromhave not been completely manufactured by Supplier; (iv) the defect arises

19. CANCELLATION, RESCHEDULING AND TERMINATION

relevant contract.

accuracy of all such information and materials provided and will ensure thatwriting of any claimed defect in the Product immediately upon discovery and9. TERMS OF PAYMENT

charges prepaid, within the warranty period in accordance with Section 13.1

otherwise, Buyer may (at Supplier’s discretion) be invoiced in accordance- 60% of the price upon Buyer’s receipt of Supplier’s order confirmation;- 30% of the price upon delivery of the Products in accordance with
Section 6;- 10% of the price after acceptance of the Products in accordance with
Section 11.

9.2 In the event of a delay in the delivery or acceptance that is notshall pay the instalments based upon the initially agreed upon delivery or
9.3 Supplier shall be entitled to invoice Buyer, in respect of Services, yearlybe deemed to be a waiver of any such right.

determining that the Product is suitable for Buyer's use and that such use

connection with provision of the Services.

be invoiced on delivery. Notwithstanding the foregoing, if the Products are

Section 16 shall be subject to the limits of liability in Sections 14.2.

such Product. Any repair or replacement of Products shall not extend thediscoverable or latent on delivery.

of damages in respect of Products supplied if: (i) Buyer makes further use

specification supplied by Buyer or from otherNotwithstanding anything to the contrary in these Conditions, Supplier shallas a direct or indirect result of the supply of Products or Services being

or events Supplier has insufficient stocks to meet all its commitments

outside the agreed scope and not without the prior written consent of thenature belonging or relating to the other party which may become known toauthority.

materials or other property supplied by Buyer or from any parts or items thatdate of invoice for Products and Services unless agreed otherwise.

other than out of manufacture, including without limitation improper
installation, sample spillage, misuse by Buyer or a third party, neglect orrescheduled by Buyer only with the written consent of Supplier (which

deduction, withholding, set-off or counterclaim for any reason whatsoever,accident; (v) the defect arises out of the use of the Products in conjunction

consent Supplier may withhold for any reason) and Buyer shall indemnify

failure or defect results from Buyer’s unauthorised addition to or

the order so cancelled or varied and against all loss, damage cost, charges

9.4 All amounts due under a Contract shall be paid in full by Buyer without
whether arising in contract, tort (including negligence), breach of statutory
duty or otherwise, save as may be required by law.

with products or materials not reasonably contemplated by Supplier; (vi) the

modification of, or failure to comply with Supplier’s written instructions

19.1 Orders for Products accepted by Supplier may be cancelled or

Supplier against the cost of all labour and materials used in connection withand expenses suffered or incurred by Supplier as a result of that cancellationof the Contract, which shall remain in full force and effect.

any of its rights or obligations, in whole or in part without the written

prior agreement, understanding, representations or arrangements between

23.7 All notices given under these Conditions shall be sent to the address

been served on the next working day from delivery if sent by email or fax,
mail.

May 2019 Canada Edition