Confidential Document

Terms and Conditions for the sale and supply
of Goods and Services (“Conditions”)
1.

2.

3.

INTERPRETATION
For the purposes of these Terms and Conditions of Sale andSupply (“Conditions”):“Buyer”
the person, firm or company which places an orderfor purchase of Products and/or Services as
identified in any such order or Quotation as thecase may be.
“Conditions” these terms and conditions of sale and supply asfrom time to time varied by Supplier.
“Contract” the agreement between Supplier and Buyer arising
as a result of Buyer’s submission of an order for
Supplier's Products and Supplier’s written
acceptance and/or, in the case of Services, anagreement between such parties for the provisionof Services by Supplier, as initiated by a Quotation.
Such Contract shall be deemed to incorporate andbe governed by these Conditions.
“Products” goods as agreed to be supplied by Supplier to
Buyer under any Contract including, Software ifany.
“Quotation” a document provided by Supplier describing
Products and/or Services offered to Buyer, subject
to these Conditions.
“Services” means any services which Supplier has agreed toprovide using reasonable care and skill under any
Quotation or Contract, as applicable.
“Supplier” Malvern Panalytical Limited or any of its Affiliates
as named in any Quotation. In this context, an“Affiliate” means any other entity directly or
indirectly controlled by Spectris Plc.
BASIS OF SALETHESE CONDITIONS SHALL TAKE PRECEDENCE OVER ANY TERMS
AND CONDITIONS WHICH APPEAR IN BUYER’S ORDER OR IN ANY
DOCUMENTS INCORPORATED BY REFERENCE IN BUYER’S ORDER.
No term or condition of Buyer’s order additional to or different
from these Conditions shall become part of any Contract unlessexplicitly agreed to in writing by Supplier. Retention by Buyerof any Products delivered by Supplier, receipt by Buyer of any
Services performed by Supplier or payment by Buyer of any
invoice rendered hereunder, shall be conclusively deemed
acceptance of these Conditions. Supplier’s failure to object toany provision contained in any communication from Buyer shallnot be construed as a waiver of these Conditions nor as an
acceptance of any such provision.

4.

ORDERS
By submitting an order to Supplier, Buyer agrees to be subject
to these Conditions in their entirety. No order, whether or not
submitted in response to a quotation by Supplier, shall bebinding upon Supplier until accepted in writing by Supplier.

5.

PRICES AND TAXESThe prices for Products and Services will be as set out in the
Quotation or as otherwise agreed between the parties in writing.
As and when applicable to the Products sold and/or Services
supplied under any Contract, prices do not include taxes,
transport charges, insurance and export and/or import charges
or duties, including without limitation sales, value added tax,
use or 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 and other charges shall be paid by
Buyer unless Buyer provides Supplier with any necessary tax
exemption certificate. Buyer shall pay for taxes, transportcharges, insurance, export/import charges and duties unlessagreed otherwise in writing.

6.
6.1

SHIPMENT AND DELIVERY
Unless otherwise agreed by both parties in writing, Suppliershall arrange for delivery of Products Free Carrier (FCA
Incoterms 2010) to Supplier’s manufacturing facility (or an(international) airport close to Supplier’s manufacturing facility)
as agreed between the parties. Any dates quoted or agreed fordelivery of Products or provision of Services are approximate
only and Supplier shall not be liable for any delay howsoever
caused and time is not of the essence.
Supplier reserves the right to make delivery of Products andprovision of Services by instalments and to issue a separate
invoice in respect of each instalment. When delivery is to be byinstalments or Supplier exercises its right to deliver by
instalments or if there is delay in the delivery of any one or moreinstalments for whatever reason Buyer shall not be entitled totreat the Contract as a whole as repudiated.
If Products are ready to be delivered to Buyer but Buyer has
requested a change to the agreed delivery date, then Suppliershall have the right to charge the Buyer reasonable storage
costs. Such storage costs will be charged from the first day after
the original delivery date until the new agreed delivery date. The
costs shall be invoiced and payment due in accordance with 9.3.

6.2

6.3

7.

QUOTATIONS
Prices, specifications and delivery date referenced in Supplier's
Quotations are for information only and shall not be binding on
Supplier until all technical requirements have been agreed andSupplier has accepted Buyer's order. Quotations terminate if
Buyer does not place an order with Supplier within any express
period indicated by Supplier or after 60 days, whichever comes
first.
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RISK AND PASSING OF TITLE
Title to, and risk of loss and damage to the Products shall pass
to Buyer on delivery in accordance with Section 6 unless agreed
otherwise by the parties in writing. Any claims for loss, damage
or mis delivery shall be filed with the carrier and notified toSupplier within 5 days of the date of delivery. If installation isa 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 byapplicable law, the Products shall be deemed accepted andSupplier shall be entitled to invoice the remaining balance of
the Contract in full. Invoicing the remaining balance does notrelieve Supplier from its installation obligations in accordancewith the applicable term in the Contract.

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8.
8.1
8.2

9.
9.1

9.2

9.3

9.4

9.5

9.6

10.

SERVICES
Supplier shall provide Services in accordance with these
Conditions and the terms of the relevant Contract.
Buyer shall, upon Supplier’s reasonable request and otherwise
as required, provide Supplier with all necessary information andmaterials to enable Supplier to provide Services in accordancewith the terms of any relevant contract. Buyer will be
responsible for the completeness and accuracy of all suchinformation and materials provided and will ensure that it is andremains entitled to provide the same to Supplier for use inconnection with provision of the Services.
TERMS OF PAYMENT
Each shipment of Products shall be a separate transaction andBuyer will be invoiced on delivery. Notwithstanding theforegoing, if the Products are to be installed by Supplier or athird party acting on its behalf, unless agreed otherwise, Buyer
may (at Supplier’s discretion) be invoiced in accordance withthe following payment scheme:
60% of the price upon Buyer’s receipt of Supplier’s orderconfirmation;
30% of the price upon delivery of the Products inaccordance with Section 6;
10% of the price after acceptance of the Products inaccordance with Section 11.
In the event of a delay in the delivery or acceptance that is not
attributable to Supplier, the payment scheme shall not beaffected and Buyer shall pay the installments based upon theinitially agreed upon delivery or acceptance date.
Supplier shall be entitled to invoice Buyer, in respect of Services,
yearly or monthly in advance. Terms of payment shall be net
thirty (30) days from date of invoice for Products and Services
unless agreed otherwise.
All amounts due under a Contract shall be paid in full by Buyer
without deduction, withholding, set-off or counterclaim for any
reason whatsoever, whether arising in contract, tort (including
negligence), breach of statutory duty or otherwise, save as may
be required by law.
Supplier may, in its sole discretion, determine at any time that
Buyer's financial condition requires full or partial payment inadvance or the provision of security for payment by Buyer in aform satisfactory to Supplier.
If Buyer fails to make any payment when due then, without
prejudice to any other rights and remedies available to Supplier,Supplier shall (at its option) be entitled: (i) to treat the Contract
as repudiated by Buyer, to suspend or cancel further delivery of
Products and/or the provision of Services or any part thereof
under that Contract or any other Contract between them andclaim damages and/or receive reasonable cancellation fees; (ii)to affirm the Contract and claim damages from Buyer; and (iii)
to recover, in addition to the payment, interest on the unpaid
amount (both before and after judgement) at the rate of 6% perannum above the Royal Bank of Scotland’s prevailing baselending rate from time to time, until payment in full is made.
Such interest shall be calculated daily.
PRODUCTS

10.1 Supplier may modify specifications provided the modifications
do not adversely affect the performance of the Products. In
addition, Supplier may furnish suitable substitutes formaterials used.
10.2 All descriptions, illustrations and any other information relating
to the Products contained in Supplier’s catalogues, brochures,
price lists, advertising material and any sales or otherparticulars or literature are made by way of general description,
are approximate only and for the general guidance andinformation of Buyer. They shall not constitute warranties orrepresentations by Supplier nor shall they form part of any
Contract.
11. INSTALLATION AND MAINTENANCE OF THE PRODUCTS
11.1 In the event of installation of the Products or the provision ofmaintenance, where applicable the following conditions shallapply and Supplier’s price and provision of installation or
maintenance are subject to the fulfilment of the following
conditions at the expense and responsibility of Buyer:i.
In the absence of an installation date being agreed
between the parties, Buyer shall agree to a reasonableinstallation date with the Supplier, such installation
date to be not more than 10 days after delivery.
ii.
safe and secure climate controlled on-site storage sothat Products and Supplier’s tools (as applicable) areprotected against theft and any damage ordeterioration; any item lost or damaged during thestorage period shall be repaired or replaced at Buyer’ssole expense;iii.
the timely and sufficient execution and completion of
the preparatory works in accordance with all applicablesafety, electrical and building codes as well as with
Supplier’s requirements;iv.
the availability of Buyer’s site to Supplier without
obstacles in due time to enable Supplier to start
installation or maintenance at the scheduled date;v.
the availability of the manpower and equipment
necessary to place the Products in their final location or
to provide the scheduled maintenance. For the
avoidance of doubt, this includes any third party
equipment that is required but which the Buyer has
decided to purchase themselves;vi.
the acquisition of all permits, licenses, rights of way,etc. of the pertinent authorities required for or inconnection with installation or maintenance to be
performed; andvii.
the availability of all visas or any other permits
necessary for Supplier’s personnel and for the importand export of tools, equipment, and materials
necessary for installation or maintenance to be
performed.
11.2 In case any or all of the above conditions are not properly or
not timely complied with, or Supplier arrives on site but the
Buyer delays such installation or maintenance or Supplier has tointerrupt its installation or maintenance works, subsequenttesting, for reasons not attributable to Supplier, the period ofcompletion shall be extended accordingly and any and all
additional costs resulting therefrom shall be for Buyer’s

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account. Such costs will be invoiced and payment due inaccordance with 9.3.
11.3 Supplier neither assumes liability nor offers any warranty for thefitness or adequacy of the premises or the utilities available atthe premises in which the Products are to be installed, used orstored.
12
ACCEPTANCE OF INSTALLATION
12.1 In case of installation of the Products, Supplier shall notify
Buyer when the Products installed will be ready for testing andacceptance, inviting Buyer to attend Supplier’s standard tests
or such tests as may have been agreed upon in the Contract todemonstrate compliance with the agreed specifications and/or
to inspect the installation work.
12.2 If Buyer fails to attend the testing on the date notified, Supplier
will commence with the tests according to Supplier’s standard
test procedures and these tests shall be considered performedin the presence of Buyer and acceptance shall in such case takeplace on the basis of the results stated in the test certificate
signed by Supplier.
12.3 In case Buyer rejects the Products installed it should submit toSupplier the reasons for such rejection in detail and in writing
within 10 days after completion of the acceptance tests
concerned. If, within Supplier’s reasonable opinion, therejection is justified, Supplier shall as a sole remedy correct the
shortcomings as soon as possible and the relevant parts of theacceptance test shall be repeated within a reasonable period oftime in conformity which the procedures outlined above.
12.4 Upon acceptance of the Products, Buyer will sign the acceptancecertificate. If within 10 days after completion of the acceptancetest Supplier shall not have received the acceptance certificate
signed by Buyer or a report with a justified rejection, theProducts installed shall then be considered as having been
accepted by Buyer.
12.5 Minor defects or deviations not affecting the operational use of
the Products installed shall be stated in the acceptancecertificate, but shall not obstruct or suspend acceptance.
Supplier undertakes to remedy such defects as soon asreasonably possible.
13. WARRANTIES
13.1 Supplier warrants that all Products shall be free from defects inmaterial and workmanship under normal use for a period of(twelve) 12 months from delivery. In the event of installation
this warranty period shall be for (twelve) 12 months frominstallation or fifteen (15) months from dispatch, whichevercomes first, save that Supplier does not warrant that operationof the Software (defined in Section 15) will be uninterrupted or
error free or that all program errors will be corrected. In thecase where the Product delivery is delayed by the Buyer, thenSupplier will start the warranty period from original delivery
date. Any repair or replacement of a Product does not extend
the period of warranty. Notwithstanding the foregoing, unlessspecified otherwise, the warranty period for any spare or
replacement parts shall 1 (one) month from the date of deliveryof such parts. This warranty does not include any consumables
such as filaments, lamps, fuses or other parts, which fail as aresult of normal usage. Buyer shall be responsible fordetermining that the Product is suitable for Buyer's use and thatsuch use complies with any applicable law. Provided that Buyer
notifies Supplier in writing of any claimed defect in the Productimmediately upon discovery and any such Product is returned
at Buyer's risk to Supplier, transportation charges prepaid,
within the warranty period in accordance with Section 13.1 andupon examination Supplier determines to its satisfaction, aftera reasonable period to inspect such Products, that such Productis defective in material or workmanship, Supplier shall, at its
option, repair or replace the Products, shipment to Buyer
prepaid.
13.2 Supplier shall have a reasonable time to make such repairs or
to replace such Product. Any repair or replacement of Products
shall not extend the period of warranty. The warranty is limited
to a period in accordance with Section 13.1, without regard towhether any claimed defects were discoverable or latent ondelivery.
13.3 Supplier shall not be liable for any breach of the warranty or
payment of damages in respect of Products supplied if: (i) Buyer
makes further use of such Products after giving the noticerequired in Section 13.1; (ii) the defect or failure arises from
Buyer’s own fault; (iii) the defect arises from any drawing,
design or specification supplied by Buyer or from othermaterials or other property supplied by Buyer or from any parts
or items that have not been completely manufactured by
Supplier; (iv) the defect arises other than out of manufacture,including without limitation improper installation, misuse by
Buyer or a third party, neglect or accident; (v) the defect arises
out of the use of the Products in conjunction with products ormaterials not reasonably contemplated by Supplier; (vi) the
failure or defect results from Buyer’s unauthorised addition toor modification of, or failure to comply with Supplier’s written
instructions relating to, the Products or Services; and (vii) the
failure or defect arises out of any breach by Buyer of its
obligations to provide information to Supplier under these
Conditions or Contract.
13.4 If Buyer fails to pay when due any portion of any payment due
from Buyer to Supplier under a Contract or otherwise, allwarranties and remedies granted under this Section may, at
Supplier’s option, be terminated.
13.5 The foregoing warranties are exclusive and exclude all otherwarranties, terms and conditions, express or implied by statuteor otherwise, to the extent permitted by law, including without
limitation warranties of quality or fitness for a particularpurpose. Supplier’s sole and exclusive liability, and Buyer’s soleand exclusive remedy for breach of the warranties in thisSection 13 shall be as set forth in Section 13.1.
14. LIABILITY
14.1 Nothing in these Conditions or Contract shall exclude or limit
Supplier’s liability for fraud or death or personal injury causedby its negligence or any other liability to the extent that thesame may not be excluded or limited as a matter of law.
14.2 Subject to Section 14.1, in relation to Products, Supplier’s
maximum aggregate liability under or arising out of any
Contract, whether arising in contract, tort (including
negligence) or otherwise, shall in no event exceed 100 % of thetotal amount payable by Buyer in respect of Products under thatContract.

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14.3 Subject to Section 14.1 in relation to Services, Supplier’s
maximum aggregate liability under or in connection with the
supply, non-supply or purported supply of Services under any
Contract, whether arising in contract, tort (including
negligence) or otherwise, shall in no event exceed 100% of thetotal amount payable by Buyer in respect of Services under thatContract and in respect of Services continuing beyond one year,
shall in no event exceed in any year 100% of the total amountpayable by Buyer in respect of Services in that year.
14.4 Subject to Section 14.1, Supplier shall be under no liability to
Buyer for any loss of profit, loss of income, loss of use, loss ofbusiness, loss of revenue, loss of goodwill, loss of data or for
any indirect or consequential loss or damage of any kind, ineach case, howsoever arising, whether such loss or damage wasforeseeable or in the contemplation of the parties and whether
arising in tort (including negligence), contract or otherwise.
14.5 Any claim arising out of or in connection with a Contract must
be commenced against Supplier within one year from the dateupon which Buyer became aware of or should have becomeaware of Supplier’s infringement of Buyer’s rights, unlessotherwise specified under applicable law.
15.

SOFTWARE
Supplier or its suppliers (as the case may be) shall at all times
have and retain title and full ownership of all software,
firmware, programming routines, and documentation relating
to such software supplied by Supplier for use with the Products,
and of all copies made by Buyer or the end user of the Products(collectively “Software”). A non-exclusive, non-transferable andnon-sublicensable licence to use such Software will be granted
to the end user solely for use with the Products.

16. INTELLECTUAL PROPERTY RIGHTS
16.1 Notwithstanding delivery of and the passing of title in any
Products and subject to section 15 and 16.3, nothing in these
Conditions or any Contract shall have the effect of granting ortransferring to, or vesting in, Buyer any intellectual property
rights in or to any Products and/or Services.
16.2 Buyer acknowledges and agrees that all property, copyright andother intellectual property rights in any work or tangibledeliverable item arising from or created, produced or developedby Supplier under or in the course of provision of any Services(the “Works”), wherever in the world enforceable, including
without limitations all right title and interest in and to theServices and all documents, data, drawings, specifications,articles,sketches,drawings,
reports,
inventions,improvements, modifications, discoveries, tools, scripts andother items relating thereto shall immediately upon creation or
performance vest in and shall be and remain the sole andexclusive property of Supplier and Buyer shall acquire no right,
title or interest in or to the same except as expressly stated inthese Conditions.
16.3 The Supplier grants to the Buyer a non-exclusive, nontransferable and non-sublicensable licence to use such of theWorks as are necessary, and to the extent necessary, for the end
user to obtain and utilise the intended benefit of the Services.
16.4 If any claim is made against Buyer that the Products or Services
infringe the patent, copyright or other intellectual property
rights of any third party, Supplier shall indemnify Buyer against

all losses, damages, costs and expenses awarded against, or
incurred by, Buyer in connection with the claim or paid, or
agreed to be paid, by Buyer in settlement of the claim provided
that: (i) Supplier is given full control of any proceedings ornegotiations in connection with any such claim; (ii) Buyer shallnot make any admission of liability and shall give Supplier all
reasonable assistance for the purposes of any such proceedings
or negotiations; (iii) except pursuant to a final award, Buyer
shall not pay or accept any such claim, or compromise any suchproceedings without the consent of Supplier; (iv) Buyer shall do
nothing which would or might vitiate any insurance policy or
cover which Buyer may have in relation to such infringement
and shall use its best endeavours to recover any sums due
thereunder and this indemnity shall not apply to the extent that
Buyer recovers any sums under any such policy or cover; (v)Supplier shall be entitled to the benefit of, and Buyer shallaccordingly account to Supplier for, all damages and costs (ifany) awarded in favour of Buyer which are payable by, or agreed
with the consent of Buyer (which consent shall not be
unreasonably withheld) to be paid by, any other party in respectof any such claim; and (vi) without prejudice to any duty of
Buyer, Supplier shall be entitled to require Buyer to take such
steps as Supplier may reasonably require to mitigate or reduce
any such loss, damages, costs or expenses for which Supplieris liable to indemnify Buyer under this section 16.4, which steps
may include (at Supplier’s option) terminating use of the
Product or Service, accepting from Supplier non-infringing,
modified or replacement Products or Services.
16.5 Supplier shall have no obligation or liability under Section 16.4
insofar as the infringement arises from: (i) any additions ormodifications made to the Products and/or Services in question,otherwise than by Supplier or with its prior written consent; (ii)any information provided by Buyer to Supplier including without
limitation any specification; (iii) performance by Supplier of any
work required to any Products, or performance of any Services,in compliance with Buyer's requirements or specification; (iv) a
combination with or an addition to equipment not
manufactured or developed by Supplier; or (v) the use of
Products beyond that scope established by Supplier or approvedin writing by Supplier.
16.6 Without prejudice to Section 14.1, this Section 16 states theentire liability of Supplier and the exclusive remedy of Buyer
with respect to any alleged infringement of intellectual property
rights belonging to a third party arising out of or in connection
with the performance of any Contract. This Section 16 shall be
subject to the limits of liability in Sections 14.2.
17. FORCE MAJEURE
Notwithstanding anything to the contrary in these Conditions,
Supplier shall not be liable to Buyer for any loss or damage
which may be suffered by Buyer as a direct or indirect result of
the supply of Products or Services being prevented, delayed orrendered uneconomic by reason of circumstances or events
beyond Supplier's reasonable control.
If due to suchcircumstances or events Supplier has insufficient stocks to meet
all its commitments Supplier may apportion available stocks
between its customers at its sole discretion.
18. CONFIDENTIAL INFORMATION
Each party undertakes to keep confidential, not use for its own
purposes outside the agreed scope and not without the prior

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written consent of the other party disclose to any third party,
any information of a confidential nature belonging or relating
to the other party which may become known to it unless suchinformation is or becomes public knowledge (other than bybreach of this Section) or is required to be disclosed by order of
a competent authority.
19. CANCELLATION, RESCHEDULING AND TERMINATION
19.1 Orders for Products accepted by Supplier may be cancelled or
rescheduled by Buyer only with the written consent of Supplier(which consent Supplier may withhold for any reason) and Buyer
shall indemnify Supplier against the cost of all labour andmaterials used in connection with the order so cancelled orvaried and against all loss, damage cost, charges and expenses
suffered or incurred by Supplier as a result of that cancellation
or variation. Contracts for Services shall commence on thecommencement date identified in the relevant Contract and,subject to earlier termination in accordance with Section 19.2,
shall continue in force for the initial term as prescribed in such
Contract and thereafter for any renewal period (if any) set out
in the Contract and thereafter without limit of period unless oruntil terminated by either party in accordance with 19.2.
19.2 Either party may terminate a Contract for Services immediately
at any time by written notice to the other party if the other party
commits a material breach of the Contract for Services which isincapable of remedy or which fails to be remedied.
Notwithstanding the foregoing, either party may terminate aContract for Services by giving ninety (90) days written noticeto the other party.
19.3 Upon termination or expiry of any Contract, for Services, eachparty shall except to the extent permitted or required toexercise or perform its continuing rights, or obligations
hereunder, return to the other party all property of the otherparty then in its possession, custody or control and shall not
retain any copies of the same.
19.4 Termination of any Contract in accordance with these
Conditions shall not affect the accrued rights or liabilities of theparties at the date of termination.
20. INSOLVENCY OF BUYER
If: (i) Buyer becomes insolvent, has a receiver, administrative
receiver, administrator or manager appointed of the whole or
any part of its assets or business, makes any composition or
arrangement with its creditors, takes or suffers any similaraction in consequence of debt or an order or resolution is madefor its dissolution or liquidation (other than for the purpose ofsolvent amalgamation or reconstruction) or carries out or
undergoes any analogous act or proceedings under anapplicable foreign law; or (ii) Buyer ceases, or threatens to cease
to carry on business then, without prejudice to any other rightor remedy available to Supplier, Supplier may treat any Contract
as repudiated and/or withhold any further supply of Products
and/or Services without any liability to Buyer and, if any
Products and/or Services have been supplied but not paid for,the price or fees shall become immediately due and payable
notwithstanding any previous agreement or arrangement to thecontrary.
21. EXPORT CONTROL
21.1 Buyer understands that where Supplier’s obligations under theContract to supply any Products or Services are subject
togovernmental export control laws and regulations, theperformance of this Contract and Buyer’s 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 information and documentation, including where necessary
end user certification, not in Supplier’s possession and requiredby the relevant application procedure to enable Supplier tomake the necessary applications for permits or licences
required for deliveries to Buyer. Supplier shall be relieved fromits obligations to Buyer to supply any Products or Services to theextent that applications for permits or licenses for the same arerefused by a relevant governmental authority. To the fullest
extent permitted by law, Buyer shall have no right to claim
compensation for damages, loss of business or otherwise
arising from such a refusal or Contract termination.
21.2 Buyer shall not, directly or indirectly, sell, provide access to,export, re-export, transfer, divert, loan, lease, consign,tranship (including stop in port), transport, or otherwise
dispose of any Supplier’s Product, material, Software (including
source code) or technology to, via, or for: (i) any entity known
to be headquartered in, or owned or controlled by a national of,any country or region subject to comprehensive sanctions at
any time; (ii) any other individual or entity identified on a deniedor restricted party list; or (iii) any activity or end-use restrictedby applicable laws without first obtaining all required
government authorisations.
21.3 Supplier shall have the right, at its option, to suspend
performance under or terminate any Contract if: (i) applicable
comprehensive sanctions are imposed; (ii) the Buyer isdesignated as or determined to be a denied or restricted party
under applicable law; or (iii) where the Supplier’s obligations
under these Conditions or any Contract to supply items orServices are subject to governmental export control laws andregulations, the performance of any Contract and Buyer’s use
or export of any item delivered by Supplier shall be conditional
upon the grant of all necessary permits or licences.
22. DATA PROTECTION
22.1 The Buyer represents, warrants and undertakes that it hascomplied and shall continue to comply at all times with the EU
General Data Protection Regulation 2016/679, the Regulation(the “GDPR”), the Electronic Communications Data Protection
Directive(2002/58/EC),thePrivacy
andElectronic
Communications (EC Directive) Regulations 2003 (SI2426/2003) and any applicable laws in any jurisdiction relating
to the processing or protection of personal data and privacy,
including where applicable the guidance and codes issued byany relevant supervisory authority from time to time (collectively
the “Data Protection Laws”).
22.2 The Supplier shall at all times, where personal data is being
processed, supply the Products in accordance with anappropriate data processing agreement (the ‘DPA’) containing
suitable safeguards for the protection of personal data disclosedby the Buyer and both parties shall at all times comply withobligations contained therein. The Buyer hereby acknowledges
and confirms that any breach of the DPA by the Buyer or its
representatives of this Section 22 entitles the Supplier toterminate any Contract in force between the parties immediately
and with no liability.
22.3 The Buyer shall indemnify and hold the Supplier harmless fromand against all losses, costs, claims, expenses or damages

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howsoever arising which the Supplier may incur or for which it
may become liable as a result of or in connection with any
breach or failure by the Buyer or its representatives to comply
with this Section 22 including, but not limited to, all claims,
proceedings or actions brought by a competent public authority
and/or a data subject against the Supplier and for all claims,
proceedings or actions brought against the Supplier and/or its
sub-contractors of its data protection obligations (including its
data security obligations) under applicable Data Protection
Laws.
23. GENERAL
23.1 These Conditions and any Contract shall be governed by thelaws of England and Wales. The parties agree that the United
Nations Convention on Contracts for the International Sale ofGoods is specifically excluded from application to these
Conditions. The parties shall agree to settle any claims or
disputes arising out of or in connection with these Conditions
or any Contract by amicable negotiations. If no settlement canbe reached through negotiations within sixty (60) days after
either party has served written notice to the other requestingsuch negotiations, then the dispute shall be resolved byarbitration under the London Court of International Arbitration(“LCIA”) which Rules are deemed to be incorporated by reference
into this clause. The number of arbitrators shall be one (1). The
seat or legal place of arbitration shall be London, England. The
language to be used in the arbitral proceedings shall be English.

23.2 Failure by Supplier to exercise or enforce any rights hereundershall not be deemed to be a waiver of any such right.
23.3 If any Conditions are found to be invalid, this shall not affectthe rest of the Contract, which shall remain in full force andeffect.
23.4 Buyer may not assign, transfer, novate or otherwise dispose of
all or any of its rights or obligations, in whole or in part without
the written consent of Supplier.
23.5 These Conditions constitutes the entire agreement andsupersedes
any
prior
agreement,
understanding,representations or arrangements between the parties withrespect to its subject matter.
23.6 Variation to any Contract must be in writing and signed by theparties.
23.7 All notices given under these Conditions shall be sent to theaddress of the other party set forth in the Quotation or inContract. Notice shall be regarded as properly given if sent inwriting and shall be deemed to have been served on the next
working day from delivery if sent by email or fax, and on the
day of receipt if sent by express courier or by registered
mail.

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April 2019 UK edition