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

option) be entitled:Services; and (vii) the failure or defect arises out of any breach by Buyer ofidentified in the relevant Contract and, subject to earlier termination in(“Conditions”):

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

Contract.

prescribed in such Contract and thereafter for any renewal period (if any) set“Buyer”

the person, firm or company which places an order for purchase

between them and claim damages and/or receive reasonable cancellation

13.4 If Buyer fails to pay when due any portion of any payment due from Buyerout in the Contract and thereafter without limit of period unless or until

Quotation as the case may be.

recover, in addition to the payment, interest on the unpaid amount (bothgranted under this Section may, at Supplier’s option, be terminated.

19.2 Either party may terminate a Contract for Services immediately at any

time varied by Supplier.

of Scotland’s prevailing base lending rate from time to time, until payment

terms and conditions, express or implied by statute or otherwise, to thebreach of the Contract for Services which is incapable of remedy or which fails

the agreement between Supplier and Buyer arising as a result ofin full is made. Such interest shall be calculated daily.

extent permitted by law, including without limitation warranties of quality or

to be remedied. Notwithstanding the foregoing, either party may terminate a

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

10. PRODUCTS

Buyer’s sole and exclusive remedy for breach of the warranties in this Section

party.

agreement between such parties for the provision of Services by

10.1 Supplier may modify specifications provided the modifications do not

13 shall be as set forth in Section 13.1.

19.3 Upon termination or expiry of any Contract, for Services, each party shalldeemed to incorporate and be governed by these Conditions.

furnish suitable substitutes for materials used.

14. LIABILITY

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

goods as agreed to be supplied by Supplier to Buyer under any

10.2 All descriptions, illustrations and any other information relating to the14.1 Nothing in these Conditions or Contract shall exclude or limit Supplier’s

property of the other party then in its possession, custody or control and shall“Quotation” a document provided by Supplier describing Products and/or

advertising material and any sales or other particulars or literature are madeother liability to the extent that the same may not be excluded or limited as

19.4 Termination of any Contract in accordance with these Conditions shall“Services”

means any services which Supplier has agreed to provide using

guidance and information of Buyer. They shall not constitute warranties or14.2 Subject to Section 14.1, in relation to Products, Supplier’s maximum

termination.

reasonable care and skill under any Quotation or Contract, as

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

aggregate liability under or arising out of any Contract, whether arising incontract, tort (including negligence) or otherwise, shall in no event exceed

20. INSOLVENCY OF BUYER

Malvern Panalytical Inc. or any of its Affiliates as named in any

11. INSTALLATION AND MAINTENANCE OF THE PRODUCTS

100% of the total amount payable by Buyer in respect of Products under that

If: (i) Buyer becomes insolvent, has a receiver, administrative receiver,

Quotation. In this context, an “Affiliate” means any other entity

11.1 In the event of installation of the Products or the provision ofContract.

administrator or manager appointed of the whole or any part of its assets or

Supplier’s price and provision of installation or maintenance are subject toaggregate liability under or in connection with the supply, non-supply or

suffers any similar action in consequence of debt or an order or resolution is

the fulfilment of the following conditions at the expense and responsibility of

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

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

In the absence of an installation date being agreed between theparties, Buyer shall agree to a reasonable installation date with theact or proceedings under an applicable foreign law; or (ii) Buyer ceases, or

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

total amount payable by Buyer in respect of Services under that Contract andBuyer’s order additional to or different from these Conditions shall become

Supplier, such installation date to be not more than 10 days afterin any year 100% of the total amount payable by Buyer in respect of Services

right or remedy available to Supplier, Supplier may treat any Contract aspart of any Contract unless explicitly agreed to in writing by Supplier.

delivery.

in that year.

repudiated and/or withhold any further supply of Products and/or Services

any Services performed by Supplier or payment by Buyer of any invoiceand Supplier’s tools (as applicable) are protected against theft andany loss of profit, loss of income, loss of use, loss of business, loss of

supplied but not paid for, the price or fees shall become immediately due andrendered hereunder, shall be conclusively deemed acceptance of theseany damage or deterioration; any item lost or damaged during therevenue, loss of goodwill, loss of data, or for any indirect or consequential

payable notwithstanding any previous agreement or arrangement to thethe timely and sufficient execution and completion of the preparatory

loss or damage was foreseeable or in the contemplation of the parties andworks in accordance with all applicable safety, electrical and building

whether arising in tort (including negligence), contract or otherwise.

21. EXPORT CONTROL

the availability of Buyer’s site to Supplier without obstacles in duetime to enable Supplier to start installation or maintenance at theto supply any Products or Services are subject to governmental export control

Prices, specifications and delivery date referenced in Supplier's Quotationscommenced against Supplier within one year from the date upon which Buyer

are for information only and shall not be binding on Supplier until all technicalscheduled date;

Buyer’s rights, unless otherwise specified under applicable law.

export of any Products delivered by Supplier shall be conditional upon the

For the purposes of these Terms and Conditions of Sale and Supplyof Products and/or Services as identified in any such order or“Conditions” these terms and conditions of sale and supply as from time to“Contract”

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

Contract including, Software if any.

Services offered to Buyer, subject to these Conditions.

applicable.
“Supplier”

directly or indirectly controlled by Spectris Plc.
2. BASIS OF SALE

fees; (ii) to affirm the Contract and claim damages from Buyer; and (iii) tobefore and after judgement) at the rate of 6% per annum above the Royal Bank

Productsi.

ii.

catalogues,

brochures,

price

lists,

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

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

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

iii.

Conditions nor as an acceptance of any such provision.

codes as well as with Supplier’s requirements;iv.

requirements have been agreed and Supplier has accepted Buyer's order.

Supplier’s

maintenance, where applicable, the following conditions shall apply, andCONDITIONS WHICH APPEAR IN BUYER’S ORDER OR IN ANY DOCUMENTS

3. QUOTATIONS

in

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

Buyer:

communication from Buyer shall not be construed as a waiver of thesecontainedv.

its obligations to provide information to Supplier under these Conditions or

to Supplier under a Contract or otherwise, all warranties and remedies

13.5 The foregoing warranties are exclusive and exclude all other warranties,

fitness for a particular purpose. Supplier’s sole and exclusive liability, andadversely affect the performance of the Products. In addition, Supplier may

THESE CONDITIONS SHALL TAKE PRECEDENCE OVER ANY TERMS AND

Retention by Buyer of any Products delivered by Supplier, receipt by Buyer of(i) to treat the Contract as repudiated by Buyer, tosuspend or cancel further delivery of Products and/or the provision of

the availability of the manpower and equipment necessary to place

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

terminated by either party in accordance with 19.2.

time by written notice to the other party if the other party commits a material

Contract for Services by giving ninety (90) days written notice to the otherexcept to the extent permitted or required to exercise or perform its

liability for fraud or death or personal injury caused by its negligence or any
a matter of law.

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

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

14.5 Any claim arising out of or in connection with a Contract must be
became aware of or should have become aware of Supplier’s infringement of

not retain any copies of the same.

not affect the accrued rights or liabilities of the parties at the date ofbusiness, makes any composition or arrangement with its creditors, takes oramalgamation or reconstruction) or carries out or undergoes any analogous

threatens to cease to carry on business then, without prejudice to any otherwithout any liability to Buyer and, if any Products and/or Services have been

contrary.

21.1 Buyer understands that where Supplier’s obligations under the Contract
laws and regulations, the performance of this Contract and Buyer’s use or
grant of all necessary permits or licences. Buyer shall provide all informationand documentation, including where necessary end user certification, not in

Quotations terminate if Buyer does not place an order with Supplier within

the Products in their final location or to provide the scheduled

15. SOFTWARE

any express period indicated by Supplier or after 60 days, whichever comes

maintenance. For the avoidance of doubt, this includes any third party

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

Supplier’s possession and required by the relevant application procedure to

first.

equipment that is required but which the Buyer has decided totitle and full ownership of all software, firmware, programming routines, andenable Supplier to make the necessary applications for permits or licences

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

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

to Buyer to supply any Products or Services to the extent that applications for

pertinent authorities required for or in connection with installation or(collectively “Software”).

permits or licenses for the same are refused by a relevant governmental

the availability of all visas or any other permits necessary forsolely for use with the Products.

claim compensation for damages, loss of business or otherwise arising fromequipment, and materials necessary for installation or maintenance

16. INTELLECTUAL PROPERTY RIGHTS

21.2 Buyer shall not, directly or indirectly, sell, provide access to, export, re-to be performed.

16.1 Notwithstanding delivery of and the passing of title in any Products andexport, transfer, divert, loan, lease, consign, tranship (including stop in port),purchase themselves;

4. ORDERSvi.

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 be binding upon Supplier until accepted inwriting by Supplier.

5. PRICES AND TAXES

maintenance to be performed; andvii.

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

documentation relating to such software supplied by Supplier for use with the
A non-exclusive, non-transferable and non-sublicensable licence to use such Software will be granted to the end user

required for deliveries to Buyer. Supplier shall be relieved from its obligations

authority. To the fullest extent permitted by law, Buyer shall have no right tosuch a refusal or Contract termination.

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

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

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

otherwise agreed between the parties in writing. As and when applicable tocomplied with, or Supplier arrives on site but the Buyer delays suchshall have the effect of granting or transferring to, or vesting in, Buyer any(including source code) or technology to, via, or for: (i) any entity known to

the Products sold and/or Services supplied under any Contract, prices do notinstallation or maintenance or Supplier has to interrupt its installation or

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

be headquartered in, or owned or controlled by a national of, any country oror duties, including without limitation sales, value added tax, use or excise

Supplier, the period of completion shall be extended accordingly and any andintellectual property rights in any work or tangible deliverable item arisingindividual or entity identified on a denied or restricted party list; or (iii) any

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

all additional costs resulting therefrom shall be for Buyer’s account. Suchfrom or created, produced or developed by Supplier under or in the course ofactivity or end-use restricted by applicable laws without first obtaining all

shall be paid by Buyer unless Buyer provides Supplier with any necessary tax

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

including without limitations all right title and interest in and to the Services

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

export/import charges and duties unless agreed otherwise in writing.

the Products are to be installed, used or stored.

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

imposed; (ii) the Buyer is designated as or determined to be a denied or

tools, scripts and other items relating thereto shall immediately upon creation

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

include taxes, transport charges, insurance and export and/or import charges

by Supplier to the price or billed separately and which taxes and other charges
exemption certificate. Buyer shall pay for taxes, transport charges, insurance,

maintenance works, subsequent testing for reasons not attributable tocosts will be invoiced and payment due in accordance with 9.3.

or adequacy of the premises or the utilities available at the premises in which

16.2 Buyer acknowledges and agrees that all property, copyright and otherprovision of any Services (the “Works”), wherever in the world enforceable,
and all documents, data, drawings, specifications, articles, sketches,or performance vest in and shall be and remain the sole and exclusivetransport, or otherwise dispose of any Supplier’s Product, material, Software

region subject to comprehensive sanctions at any time; (ii) any otherrequired government authorisations.

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

6. SHIPMENT AND DELIVERY

12. ACCEPTANCE OF INSTALLATION

6.1 Unless otherwise agreed by both parties in writing, Supplier shall arrange

12.1 In case of installation of the Products, Supplier shall notify Buyer whenproperty of Supplier and Buyer shall acquire no right, title or interest in or toto governmental export control laws and regulations, the performance of any

for delivery of Products Free Carrier (FCA Incoterms 2010) to Supplier’s

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

the same except as expressly stated in these Conditions.

Contract and Buyer’s use or export of any item delivered by Supplier shall be

manufacturing facility) as agreed between the parties. Any dates quoted orupon in the Contract to demonstrate compliance with the agreed

non-sublicensable licence to use such of the Works as are necessary, and toagreed for delivery of Products or provision of Services are approximate only

specifications and/or to inspect the installation work.

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

22. DATA PROTECTION

not of the essence.

commence with the tests according to Supplier’s standard test procedures

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

shall continue to comply at all times with the EU General Data Protection

Services by instalments and to issue a separate invoice in respect of eachacceptance shall in such case take place on the basis of the results stated in

Supplier shall indemnify Buyer against all losses, damages, costs andCommunications Data Protection Directive (2002/58/EC), the Privacy andinstalment. When delivery is to be by instalments or Supplier exercises its

the test certificate signed by Supplier.

expenses awarded against, or incurred by, Buyer in connection with the claim

Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003)

more instalments for whatever reason Buyer shall not be entitled to treat thethe reasons for such rejection in detail and in writing within 10 days after

that: (i) Supplier is given full control of any proceedings or negotiations inprotection of personal data and privacy, including where applicable theContract as a whole as repudiated.

completion of the acceptance tests concerned. If, within Supplier’s reasonable

connection with any such claim; (ii) Buyer shall not make any admission of

guidance and codes issued by any relevant supervisory authority from timechange to the agreed delivery date, then Supplier shall have the right toshortcomings as soon as possible and the relevant parts of the acceptance

any such proceedings or negotiations; (iii) except pursuant to a final award,

22.2 The Supplier shall at all times, where personal data is being processed,

charge the Buyer reasonable storage costs. Such storage costs will be charged

test shall be repeated within a reasonable period of time in conformity which

Buyer shall not pay or accept any such claim, or compromise any suchsupply the Products in accordance with an appropriate data processing

date. The costs shall be invoiced and payment due in accordance with 9.3.

12.4 Upon acceptance of the Products, Buyer will sign the acceptancewould or might vitiate any insurance policy or cover which Buyer may have inpersonal data disclosed by the Buyer and both parties shall at all times comply

7. RISK AND PASSING OF TITLE

shall not have received the acceptance certificate signed by Buyer or a reportsums due thereunder and this indemnity shall not apply to the extent that

confirms that any breach of the DPA by the Buyer or its representatives of thisTitle to, and risk of loss and damage to the Products shall pass to Buyer onwith a justified rejection, the Products installed shall then be considered as

Buyer recovers any sums under any such policy or cover; (v) Supplier shall be

Section 22 entitles the Supplier to terminate any Contract in force between

in writing. Any claims for loss, damage or misdelivery shall be filed with the12.5 Minor defects or deviations not affecting the operational use of the

all damages and costs (if any) awarded in favour of Buyer which are payable

22.3 The Buyer shall indemnify and hold the Supplier harmless from andcarrier and notified to Supplier within 5 days of the date of delivery. If

Products installed shall be stated in the acceptance certificate, but shall notby, or agreed with the consent of Buyer (which consent shall not beagainst all losses, costs, claims, expenses or damages howsoever arising

as soon as reasonably possible.

claim; and (vi) without prejudice to any duty of Buyer, Supplier shall beor in connection with any breach or failure by the Buyer or its representatives

entitled to require Buyer to take such steps as Supplier may reasonably

to comply with this Section 22 including, but not limited to, all claims,

manufacturing facility (or an (international) airport close to Supplier’sand Supplier shall not be liable for any delay howsoever caused and time is
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 or

6.3 If Products are ready to be delivered to Buyer but Buyer has requested afrom the first day after the original delivery date until the new agreed delivery

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

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, theto 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
and these tests shall be considered performed in the presence of Buyer and12.3 In case Buyer rejects the Products installed it should submit to Supplier

opinion, the rejection is justified, Supplier shall as a sole remedy correct thethe procedures outlined above.

certificate. If within 10 days after completion of the acceptance test Supplier

having been accepted by Buyer.

obstruct or suspend acceptance. Supplier undertakes to remedy such defects

16.3 The Supplier grants to the Buyer a non-exclusive, non-transferable andbenefit of the Services.

the patent, copyright or other intellectual property rights of any third party,or paid, or agreed to be paid, by Buyer in settlement of the claim provided

liability and shall give Supplier all reasonable assistance for the purposes ofproceedings without the consent of Supplier; (iv) Buyer shall do nothing which
relation to such infringement and shall use its best endeavours to recover any

entitled to the benefit of, and Buyer shall accordingly account to Supplier for,unreasonably withheld) to be paid by, any other party in respect of any such

under these Conditions or any Contract to supply items or Services are subject

conditional upon the grant of all necessary permits or licences.

22.1 The Buyer represents, warrants and undertakes that it has complied andRegulation

2016/679,

theRegulation(the“GDPR”),

theElectronic

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

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

agreement (the ‘DPA’) containing suitable safeguards for the protection ofwith obligations contained therein. The Buyer hereby acknowledges andthe parties immediately and with no liability.

which the Supplier may incur or for which it may become liable as a result of

Products shall be deemed accepted and Supplier shall be entitled to invoice

13. WARRANTIES

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

13.1 Supplier warrants that all Products shall be free from defects in material

which Supplier is liable to indemnify Buyer under this section 16.4, which

subject against the Supplier and for all claims, proceedings or actions brought

installation date with the Supplier, such installation date to be not more thandelivery. In the event of installation this warranty period shall be for (twelve)

Service, accepting from Supplier non-infringing, modified or replacement

obligations (including its data security obligations) under applicable Data

10 days after delivery. Such final invoice shall be paid within fifteen (15)

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

Products or Services.

Protection Laws.

relieve Supplier from its installation obligations in accordance with the(defined in Section 15) will be uninterrupted or error free or that all programas the infringement arises from: (i) any additions or modifications made to

23. GENERAL

applicable term in the Contract.

errors will be corrected. In the case where the Product delivery is delayed by

the Products and/or Services in question, otherwise than by Supplier or with

23.1 These Conditions and any Contract shall be governed by the laws of the

8. SERVICES

date. Any repair or replacement of a Product does not extend the period of

including without limitation any specification; (iii) performance by Supplier of

Nations Convention on Contracts for the International Sale of Goods is

8.1 Supplier shall provide Services in accordance with these Conditions andwarranty. Notwithstanding the foregoing, unless specified otherwise, theany work required to any Products, or performance of any Services, in

specifically excluded from application to these Conditions. The parties shallfrom the date of delivery of such parts. This warranty does not include any

or an addition to equipment not manufactured or developed by Supplier; orthese Conditions or any Contract by amicable negotiations. If no settlement

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

result of normal usage. Buyer shall be responsible for determining that thein writing by Supplier.

has served written notice to the other requesting such negotiations, then the

Product is suitable for Buyer's use and that such use complies with any

dispute shall be resolved by arbitration under the American Arbitration

accuracy of all such information and materials provided and will ensure thatapplicable law. Provided that Buyer notifies Supplier in writing of any claimed

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

defect in the Product immediately upon discovery and any such Product isalleged infringement of intellectual property rights belonging to a third party

into this clause. The number of arbitrators shall be one (1). The seat or legal

with provision of the Services.

returned at Buyer's risk to Supplier, transportation charges prepaid, within

arising out of or in connection with the performance of any Contract. This

place of arbitration shall be Boston, Massachusetts. The language to be used

9. TERMS OF PAYMENTSupplier determines to its satisfaction, after a reasonable period to inspect

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

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

require to mitigate or reduce any such loss, damages, costs or expenses forand workmanship under normal use for a period of (twelve) 12 months fromcomes first, save that Supplier does not warrant that operation of the Software

the Buyer, then Supplier will start the warranty period from original delivery

the terms of the relevant Contract.

warranty period for any spare or replacement parts shall be one (1) monthrequired, provide Supplier with all necessary information and materials to

consumables such as filaments, lamps, fuses or other parts, which fail as a

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

relevant contract.

Buyer will be responsible for the completeness andit is and remains entitled to provide the same to Supplier for use in connection

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

the warranty period in accordance with Section 13.1 and upon examination(v) the use of Products beyond that scope established by Supplier or approved

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

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

agree to settle any claims or disputes arising out of or in connection withcan be reached through negotiations within sixty (60) days after either party

Association (“AAA”) which rules are deemed to be incorporated by referencein the arbitral proceedings shall be English.

23.2 Failure by Supplier to exercise or enforce any rights hereunder shall not
be deemed to be a waiver of any such right.

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

the Contract, which shall remain in full force and effect.

SHALL HAVE NO LIABILITY TO BUYER FOR REPAIR, REPLACEMENT, OR REFUND

prevented, delayed or rendered uneconomic by reason of circumstances orof its rights or obligations, in whole or in part without the written consent of

OF ANY PRODUCT SO INSTALLED EVEN IF SUPPLIER KNEW ABOUT BUYER’S

events beyond Supplier's reasonable control.

Supplier.

ORDER.

may apportion available stocks between its customers at its sole discretion.

WILL VOID THE WARRANTIES PROVIDED UNDER SECTION 13 AND SUPPLIER- 30% of the price upon delivery of the Products in accordance with Section

ELECTION TO USE THE THIRD PARTY BEFORE SUPPLIER RECEIVED BUYER’S- 10% of the price after acceptance of the Products in accordance with

13.2 Supplier shall have a reasonable time to make such repairs or to replace6;

compliance with Buyer's requirements or specification; (iv) a combination with

commonwealth of Massachusetts, USA. The parties agree that the United

prepaid. INSTALLATION OF ANY PRODUCT PERFORMED BY A THIRD PARTY

otherwise, Buyer may (at Supplier’s discretion) be invoiced in accordance with
- 60% of the price upon Buyer’s receipt of Supplier’s order confirmation;

its prior written consent; (ii) any information provided by Buyer to Supplieragainst the Supplier and/or its sub-contractors of its data protection

17. FORCE MAJEURE

Supplier shall, at its option, repair or replace the Products, shipment to Buyer

the following payment scheme:

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

proceedings or actions brought by a competent public authority and/or a datasuch Products, that such Product is defective in material or workmanship,

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

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

steps may include (at Supplier’s option) terminating use of the Product or

Notwithstanding anything to the contrary in these Conditions, Supplier shallas a direct or indirect result of the supply of Products or Services being

If due to such circumstancesor events Supplier has insufficient stocks to meet all its commitments Supplier23.3 If any Conditions are found to be invalid, this shall not affect the rest of
23.4 Buyer may not assign, transfer, novate or otherwise dispose of all or any

23.5 These Conditions constitutes the entire agreement and supersedes any
prior agreement, understanding, representations or arrangements between
the parties with respect to its subject matter.

such Product. Any repair or replacement of Products shall not extend the

18. CONFIDENTIAL INFORMATION

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

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

Section 13.1, without regard to whether any claimed defects wereoutside the agreed scope and not without the prior written consent of thethe other party set forth in the Quotation or in Contract. Notice shall be

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

nature belonging or relating to the other party which may become known tobeen served on the next working day from delivery if sent by email or fax,

monthly in advance. Terms of payment shall be net thirty (30) days from datesuch Products after giving the notice required in Section 13.1; (ii) the defectbreach of this Section) or is required to be disclosed by order of a competent

mail.

or failure arises fromdrawing, design or specification supplied by Buyer or from other materials

authority.

9.4 All amounts due under a Contract shall be paid in full by Buyer withoutor other property supplied by Buyer or from any parts or items that have not

19. CANCELLATION, RESCHEDULING AND TERMINATION

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

been completely manufactured by Supplier; (iv) the defect arises other than

19.1 Orders for Products accepted by Supplier may be cancelled or

Section 11.

9.2 In the event of a delay in the delivery or acceptance that is not attributable
to Supplier, the payment scheme shall not be affected, and Buyer shall pay
the instalments based upon the initially agreed upon delivery or acceptancediscoverable or latent on delivery.

9.3 Supplier shall be entitled to invoice Buyer, in respect of Services, yearly or

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

of invoice for Products and Services unless agreed otherwise.

deduction, withholding, set-off or counterclaim for any reason whatsoever,Buyer’s own fault; (iii) the defect arises from anyother party disclose to any third party, any information of a confidential

it unless such information is or becomes public knowledge (other than by

duty or otherwise, save as may be required by law.

out of manufacture, including without limitation improper installation,
sample spillage, misuse by Buyer or a third party, neglect or accident; (v) the

Supplier may withhold for any reason) and Buyer shall indemnify Supplierfinancial condition requires full or partial payment in advance or the provision

defect arises out of the use of the Products in conjunction with products oragainst the cost of all labour and materials used in connection with the orderresults from Buyer’s unauthorised addition to or modification of, or failure to

expenses suffered or incurred by Supplier as a result of that cancellation or

9.5 Supplier may, in its sole discretion, determine at any time that Buyer'sof security for payment by Buyer in a form satisfactory to Supplier.

materials not reasonably contemplated by Supplier; (vi) the failure or defectany other rights and remedies available to Supplier, Supplier shall (at its

comply with

9.6 If Buyer fails to make any payment when due then, without prejudice toSupplier’s written instructions relating to, the Products orrescheduled by Buyer only with the written consent of Supplier (which consent

so cancelled or varied and against all loss, damage cost, charges andvariation. Contracts for Services shall commence on the commencement date

23.6 Variation to any Contract must be in writing and signed by the parties.
23.7 All notices given under these Conditions shall be sent to the address ofregarded as properly given if sent in writing and shall be deemed to haveand on the day of receipt if sent by express courier or by registeredMay 2019 US Edition