GENERAL TERMS AND CONDITIONS OF SALE

1. Interpretation

The definitions and rules of interpretation in this condition apply in these conditions.

Business Day, means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business

Business Hour, means the period from 9.00 am to 5.00 pm on any Business Day.

Contract, means the Customer's order and the Supplier's acceptance of it in accordance with condition 3.3.

Customer, means the person, firm or company who purchases Software and/or Equipment from the Supplier.

Equipment, means the equipment agreed in the Contract to be purchased by the Customer from the Supplier (including any part or parts of it).

EULA, means the end user licence agreement as provided and updated by the Supplier from time to time.

Intellectual Property Rights, means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and rights in domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Mandatory Policies, means the Supplier's business policies and codes listed in the Schedule, as amended by notification to the Customer from time to time.

Software, means any operating system installed on the Equipment, or software licence codes to any operating system agreed in the Contract to be licenced by the Customer from the Supplier for the purpose of being pre-installed on or in the Equipment (including any part or parts of it).

Supplier, means Solsteer Limited, registered in England and Wales with company number 11287576 whose registered office is at Oakwood House Guildford Road, Bucks Green, Horsham, West Sussex, United Kingdom, RH12 3JJ.

VAT, means value added tax imposed by the Value Added Tax Act 1994 or any similar tax chargeable in the UK or elsewhere.

1.2 Condition, Schedule and paragraph headings shall not affect the interpretation of this Contract.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Contract under that statute or statutory provision.

1.8 A reference to writing or written includes email.

1.9 References to conditions and Schedules are to the conditions and Schedules of this Contract and references to paragraphs are to paragraphs of the relevant Schedule.

1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Application of conditions

2.1 These conditions shall commence on the date when they have been accepted by the Customer in accordance with the on-boarding form and shall, unless terminated in accordance with clause 17:

2.1.1 apply to and be incorporated into each Contract for the purchase of Equipment and/or Software; and

2.1.2 prevail over any inconsistent terms or conditions contained in or referred to in the Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.

3. Basis of sale

3.1 Any quotation is valid for a period of 30 days only, and the Supplier may withdraw it at any time by notice to the Customer.

3.2 Each order or acceptance of a quotation for Software and/or Equipment by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.

3.3 A binding contract shall not come into existence between the Supplier and the Customer unless and until the Supplier issues a written order acknowledgement to the Customer, or the Supplier delivers the Software and/or Equipment to the Customer (whichever occurs earlier).

3.4 The Supplier may deliver the Software and/or Equipment by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable Contract. Each instalment shall be a separate Contract and no cancellation or termination by either party of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.

3.5 No order which has been acknowledged by the Supplier may be cancelled by the Customer, except with the agreement in writing of the Supplier and provided that the Customer indemnifies the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.

4. Quantity and description

4.1 The quantity and description of the Software and/or Equipment shall be as set out in the Supplier's acknowledgement of order or (if there is no acknowledgment of order) quotation.

4.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.

4.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

4.4 The Supplier reserves the right (but does not assume the obligation) to make any changes in the specification of the Software and/or Equipment which are required to conform with any applicable legislation or, where the Software and/or Equipment is to be supplied to the Customer's specification, which do not materially affect their quality or performance. Where the Supplier is not the manufacturer of the Software and/or Equipment, the Supplier shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to the Supplier.

4.5 The Supplier's employees, contractors and agents are not authorised to make any representations or contractually binding statements concerning the Software and/or Equipment.

5. Prices

5.1 All prices shall be as stated in the Supplier's acknowledgement of order. All prices are exclusive of delivery, packaging, packing, shipping, carriage, insurance, VAT and other charges and duties. The Supplier shall provide the Customer with a VAT invoice.

5.2 The price of the Software and/or Equipment shall be the Supplier's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier's price list current at the date of acceptance of the order. The Supplier's published export price list shall apply to exports of the Software and/or Equipment as appropriate.

5.3 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of such of the Software and/or Equipment as has not been delivered to reflect any increase in the cost to the Supplier which is due to market conditions or any factor beyond the control of the Supplier (including any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Software and/or Equipment which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.

6. Payment

6.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier may invoice the Customer for the price of the Software and/or Equipment on or at any time after delivery of the Software and/or Equipment, unless:

6.1.1 the Equipment is to be collected by the Customer; or

6.1.2 the Customer wrongfully fails to take delivery of the Equipment,

and in either case the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Equipment is ready for collection.

6.2 Subject to any special terms agreed in writing between the Customer and the Supplier, the terms of payment shall be:

6.2.1 in the case of Equipment delivered in the United Kingdom, within 30 days of the date of the Supplier's invoice, whether or not delivery has taken place or title in the Equipment has passed to the Customer; and

6.2.2 in the case of export sales, in accordance with condition 11.5.

6.3 Time for payment of the price shall be of the essence of the Contract.

6.4 If the Customer fails to make payment in full on the due date, the whole of the balance of the price of the Equipment then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:

6.4.1 terminate the Contract or suspend any further deliveries of Software and/or Equipment (whether ordered under the same contract or not) to the Customer;

6.4.2 appropriate any payment made by the Customer to such of the Software and/or Equipment (or the Software and/or Equipment supplied under any other contract between the Customer and the Supplier) as it thinks fit (despite any purported appropriation by the Customer);

6.4.3 charge interest on the amount outstanding from the due date to the date of receipt by the Supplier (whether or not after judgment), at the annual rate of 4% above the base lending rate from time to time of Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;

6.4.4 suspend all further manufacture, delivery, installation or warranty service until payment has been made in full;

6.4.5 make a storage charge for any undelivered Equipment at its current rates from time to time;

6.4.6 stop any Equipment in transit; and

6.4.7 a general lien on all Software and/or Equipment and property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to the Supplier. The Supplier shall be entitled, on the expiry of 14 days' notice in writing, to dispose of such Software and/or Equipment or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.

6.5 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision of the Contract. This condition 6.5 is without prejudice to any right to claim for interest under the law, or any right under the Contract.

6.6 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

7. Delivery of Equipment and acceptance

7.1 The Supplier shall use its reasonable endeavours to deliver the Equipment on the date or dates specified in the Supplier's acknowledgement of order, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the order. Time is not of the essence as to the delivery of the Equipment and the Supplier is not in any circumstances liable for any delay in delivery, however caused.

7.2 The Equipment may be delivered by the Supplier in advance of the quoted delivery date on giving reasonable notice to the Customer.

7.3 Delivery shall be made during normal business hours (excluding bank or public holidays). The Supplier may levy additional charges for any deliveries made outside such hours at the Customer's request.

7.4 The Customer shall be responsible (at the Customer's cost) for preparing the delivery location for the delivery of the Equipment and for the provision of all necessary access and facilities reasonably required to deliver and install the Equipment. If the Supplier is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, the Supplier may levy additional charges to recover its loss arising from this event.

7.5 The Customer shall be deemed to have accepted the Equipment when the Customer has had 7 days to inspect it after delivery and has not exercised in writing its right of rejection in accordance with condition 12.

7.6 The Supplier shall be responsible for any damage, shortage or loss in transit, provided that the Customer notifies it to the Supplier (or its carrier, if applicable) within three days of delivery or the proposed delivery date of the Equipment and that the Equipment has been handled in accordance with the Supplier's stipulations. Any remedy under this condition 7.6 shall be limited, at the option of the Supplier, to the replacement or repair of any Equipment which is proven to the Supplier's satisfaction to have been lost or damaged in transit.

8. Risk and property

8.1 The Equipment shall be at the risk of the Supplier until delivery to the Customer at the place of delivery specified in the Supplier's acknowledgement of order. The Supplier shall off-load the Equipment at the Customer's risk.

8.2 Title of the Equipment shall pass to the Customer on the later of completion of delivery (including off-loading), or when the Supplier has received in full in cleared funds all sums due to it in respect of:

8.2.1 the Equipment; and

8.2.2 all other sums which are or which become due to the Supplier from the Customer on any account.

8.3 Until ownership of the Equipment has passed to the Customer under condition 8.2, the Customer shall:

8.3.1 hold the Equipment on a fiduciary basis as the Supplier's bailee;

8.3.2 store the Equipment (at no cost to the Supplier) in satisfactory conditions and separately from all the Customer's other equipment or that of a third party, so that it remains readily identifiable as the Supplier's property;

8.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and

8.3.4 keep the Equipment insured on the Supplier's behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of the Supplier, ensure that the Supplier's interest in the Equipment is noted on the policy, and hold the proceeds of such insurance on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

8.4 The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 17 arise or if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to the Supplier on the due date.

8.5 Until ownership of the Equipment is transferred to the Customer in accordance with condition 8.2, the Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where the Customer's right to possession has terminated, to remove it. All costs incurred by the Supplier in repossessing the Equipment shall be borne by the Customer.

8.6 On termination of the Contract for any reason, the Supplier's (but not the Customer's) rights in this condition 8 shall remain in effect.

8.7 The Supplier may appropriate payments by the Customer to such Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

9. Inspection and testing of Equipment

9.1 The Supplier shall:

9.1.1 test and inspect the Equipment prior to delivery to ensure that it complies with the requirements of the Contract; and

9.1.2 if so requested by the Customer, give the Customer reasonable advance notice of such tests (which the Customer shall be entitled to attend).

10. Software licence

10.1 Where an acknowledgement of order refers to the purchase of Software, in consideration of the price paid by the Customer to the Supplier, the Supplier grants to the Customer a non-exclusive, revocable licence to pre-install the number of Software licence codes purchased on or in the Equipment on the terms of these conditions.

10.2 The licence granted to the Customer, under clause 10.1 only grants the Customer a licence to install the Software on or in the Equipment and to sell the Equipment to its end customers and does not transfer any right, title or interest to any such Software and/or Equipment to the Customer or its end customers. Use of the terms "sell", "licence", "purchase", "licence fees" and "price" will be interpreted in accordance with this clause

10.3 The Customer acknowledges that the Software is provided on an “as is” basis at the time the order is placed and the Supplier does not warrant that the Software will continue to conform with any external third party software, should such a third party make any modifications or alterations to their own third party software that leaves the Software incompatible or unable to work with such third party software.

10.4 The Customer undertakes and agrees with the Supplier to:

10.4.1 install the Software on or in the Equipment solely in accordance with the installation instructions supplied by the Supplier from time to time;

10.4.2 ensure that an end customer of the Equipment is aware of and accepts the terms and conditions of the EULA prior to using any Software and/or Equipment;

10.4.3 refrain from amending or varying the terms of the EULA.

10.5 The Customer undertakes and agrees with the Supplier that it shall not:

10.5.1 sell, distribute, dispose or in any way provide Software licence codes directly to end customers that are not pre-installed on or in the Equipment;

10.5.2 copy the Software and/or the Equipment or any part of any of them except to the extent and for the purposes expressly permitted by this Agreement;

10.5.3 copy, reproduce, translate, modify, adapt, vary, develop, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Software and/or Equipment except and only to the extent that it is expressly permitted by applicable law. The Customer is granted no rights under these conditions except as expressly stated and the Supplier expressly reserves all Intellectual Property Rights and its other rights in and to the Software and/or Equipment.

10.5.4 use the Software on any equipment other than the Equipment, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides;

10.6 The Customer acknowledges such licence provided in accordance with this clause 10 shall be terminable by either party on 28 days' written notice, provided that the Supplier terminates only if the continued use or possession of the Software by the Customer infringes the developer's or a third party's rights, or the Supplier is compelled to do so by law, or if the Customer has failed to comply with any term of the Contract on or before the expiry of this licence, the Customer shall return to the Supplier all copies of the Software in its possession.

11. Export terms and compliance with policies

11.1 Where the Equipment is supplied for export from the United Kingdom, the provisions of this condition 11 shall (subject to any contrary terms agreed in writing between the Customer and the Supplier) override any other provision of these conditions.

11.2 The Customer shall be responsible for complying with any legislation governing:

11.2.1 the importation of the Equipment into the country of destination; and

11.2.2 the export and re-export of the Equipment,

and shall be responsible for the payment of any duties on it.

11.3 Unless otherwise agreed in writing between the Customer and the Supplier, the Equipment shall be delivered free on board the air or sea port of shipment and the Supplier shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

11.4 The Supplier shall be responsible for arranging for the testing and inspection of the Equipment at the Supplier's premises before shipment.

11.5 The Customer shall pay the price for the Equipment in the currency agreed between the parties on account opening and as may be agreed otherwise in writing from time to time.

11.6 In performing its obligations under this Agreement the Customer shall comply with the Mandatory Policies.

12. Warranty

12.1 The Supplier warrants to the Customer that the Equipment is free from defects of workmanship and materials. The Supplier undertakes (subject to the remainder of this condition 12), at its option, to repair or replace Equipment (other than consumable items) which is found to be defective as a result of faulty materials or workmanship within 12 months of delivery and installation.

12.2 The Supplier shall not in any circumstances be liable for a breach of the warranty contained in condition 12.1 unless:

12.2.1 the Customer gives written notice of the defect to the Supplier by completing the Suppliers claim form within 7 days of the time when the Customer discovers or ought to have discovered the defect; and

12.2.2 after receiving the notice, the Supplier is given a reasonable opportunity of examining such Equipment and the Customer (if asked to do so by the Supplier) returns such Equipment to the Supplier's place of business at the Customer's cost for the examination to take place there.

12.3 The Supplier shall not in any circumstances be liable for a breach of the warranty in condition 12.1 if:

12.3.1 the Customer makes any use of Equipment in respect of which it has given written notice under condition 12.2.1; or

12.3.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice; or

12.3.3 a defect arises due to any changes made to third party software that makes the Software incompatible or in any way unable to work with such third party software;

12.3.4 the Customer uses or installs any software on the Equipment not approved by the Supplier;

12.3.5 the Customer alters or repairs the relevant Equipment without the written consent of the Supplier.

12.4 The Supplier shall not in any circumstances be liable for any damage or defect to the Equipment caused by improper use of the Equipment or use outside its normal application.

13. Remedies

13.1 The Supplier shall not in any circumstances be liable for any non-delivery of Equipment (even if caused by the Supplier's negligence) unless the Customer notifies the Supplier in writing of the failure to deliver within 5 days after the scheduled delivery date.

13.2 Any liability of the Supplier for non-delivery of the Equipment shall in all circumstances be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.

13.3 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer (other than by reason of a Force Majeure Event under condition 18), the Customer shall in all circumstances be liable to pay to the Supplier all reasonable costs, charges or losses sustained by it as a result, subject to the Supplier notifying the Customer in writing of any such claim it might have against the Customer in this respect.

13.4 In the event of any claim by the Customer under the warranty given in condition 12.1, the Customer shall notify the Supplier in writing of the alleged defect. The Supplier shall have the option of testing or inspecting the Equipment at its current location or moving it to the Supplier's premises (or those of its agent or subcontractor) at the cost of the Supplier. If the Customer's claim is subsequently found by the Supplier to be outside the scope or duration of the warranty in condition 12, the costs of transportation of the Equipment, investigation and repair shall be borne by the Customer.

14. Limitation of liability

14.1 The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:

14.1.1 any breach of the Contract however arising; and

14.1.2 any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising out of or in connection with the Contract.

14.2 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the greatest extent permitted by law.

14.3 Nothing in these conditions excludes or limits the liability of the Supplier for:

14.3.1 death or personal injury caused by the Supplier's negligence; or

14.3.2 fraud or fraudulent misrepresentation.

14.4 Subject to condition 14.3:

14.4.1 the Supplier shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

(a) loss of profits; or

(b) loss of business; or

(d) loss of anticipated savings; or

(e) loss of goods; or

(f) loss of contract; or

(g) loss of use; or

(h) wasted expenditure; or

(i) loss or corruption of data or information; or

(j) any special, indirect or consequential loss, costs, damages, charges or expenses.

14.4.2 the Supplier's total liability in contract, tort (including negligence and breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of a Contract shall be limited to the price payable for the Equipment under condition 5.

14.5 In the event of any breach of the Supplier's warranty in clause 12(whether by reason of defective materials, production faults or otherwise) the Customer’s sole remedy and the Supplier's only obligation and liability to the Customer shall be to:

14.5.1 a replacement of the Equipment in question; or

14.5.2 at the Supplier's option, repayment of any applicable price paid for the Equipment.

15. Intellectual Property Rights

15.1 If the Supplier manufactures the Equipment, or applies any process to it, in accordance with a specification submitted or prepared by the Customer or any other information provided by the Customer, the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses (including consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Supplier's use of the Customer's specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.

15.2 The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Equipment and/or Software are and shall remain the sole property of the Supplier or (as the case may be) third party rights, owner.

15.3 The Supplier shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier.

15.4 The Supplier's Intellectual Property Rights in and relating to the Equipment and/or Software shall remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.

15.5 In relation to the Software:

15.5.1 the Customer acknowledges that it is buying only the media on which the software is recorded and the accompanying user manuals;

15.5.2 nothing contained in these conditions shall be interpreted as an assignment of any Intellectual Property Rights in the Software or user manuals; and

15.5.3 the Customer shall be subject to the rights and restrictions imposed by the owner of the Intellectual Property Rights in the Software and user manuals, and shall comply with all licence Contracts, terms of use and registration requirements relating to them.

15.6 Without prejudice to the right of the Customer or any third party to challenge the validity of any Intellectual Property Rights of the Supplier, the Customer shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of the Supplier and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.

15.7 The Supplier makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Equipment and/or Software nor as to whether the same infringe on any Intellectual Property Rights of third parties.

15.8 Other than the licence expressly granted under this Contract, neither party grants any licence of, right in or makes any assignment of any of its Intellectual Property Rights. In particular, except as expressly provided in these conditions, the Customer shall have no rights in respect of any trade names or trade marks used by the Supplier in relation to the Equipment and/or Software or their associated goodwill, and the Customer hereby acknowledges that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in, the Supplier.

15.9 At the request of the Supplier, the Customer shall do or procure to be done all such further acts and things (including the execution of documents) as the Supplier shall reasonably require to give the Supplier the full benefit of this Contract.

15.10 The Distributor shall promptly give notice in writing to Supplier in the event that it becomes aware of:

15.10.1 any infringement or suspected infringement of any other Intellectual Property Rights in or relating to the Equipment and/or Software; and

15.10.2 any claim that any Equipment, Software or the manufacture, use, sale or other disposal of any Equipment or Software, infringes the rights of any third party.

16. Confidentiality and Supplier's property

16.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by condition 16.2.

16.2 Each party may disclose the other party's confidential information:

16.2.1 To its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this condition 16; and

16.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

16.4 This condition 16 shall survive termination of the Contract, however arising.

17. Termination

17.1 Without prejudice to any other right or remedy available to the Supplier, the Supplier may terminate the Contract with immediate effect or suspend any further deliveries under the Contract without liability to the Customer if:

17.1.1 the ability of the Customer to accept delivery of the Equipment is delayed, hindered or prevented by circumstances beyond the Customer's reasonable control;

17.1.2 the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

17.1.3 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

17.1.4 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

17.1.5 the Customer applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

17.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;

17.1.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer (being a company, partnership or limited liability partnership);

17.1.8 the holder of a qualifying floating charge over the assets of the Customer (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

17.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the Customer;

17.1.10 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer's assets and such attachment or process is not discharged within 14 days;

17.1.11 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 17.1.3 to condition 17.1.10 (inclusive);

17.1.12 the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

17.1.13 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy;

17.1.14 there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).

17.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Contract on giving not less than 2 months’ written notice to the Customer.

17.3 Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.

17.4 Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

18. Effects of termination

18.1 Upon termination of these conditions:

18.1.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of the Equipment and/or Software supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

18.1.2 the Customer shall (at its sole cost) return or at the Supplier’s option, destroy all media on which the Software is held and the Customer shall stop installing the Software on the Equipment;

18.1.3 if the Customer fails to return or at the Supplier’s option destroy any Equipment and/or Software then the Supplier may enter the Customer’s premises and take possession of the Equipment and/or Software. Until the Supplier's Equipment and/or Software has been returned or repossessed, the Customer shall be solely responsible for its safe keeping;

18.1.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry shall not be affected or prejudiced;

18.1.5 subject to Clause 18.1, all rights and licences of the Customer under this agreement shall terminate.

19. Force majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this Agreement by giving not less than 14 days' written notice to the affected party.

20. Waiver

20.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

20.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

21. Rights and remedies

The rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

22. Severance

22.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

22.2 If any provision or part-provision of this Agreement is deemed deleted under condition 22.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23. Entire agreement

23.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances understandings between them, whether written or oral, relating to its subject matter.

23.2 Each party acknowledges that, in entering into this Contract, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.

23.3 Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

23.4 Nothing in this condition shall limit or exclude any liability for fraud.

24. Assignment

24.1 The Supplier .may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to the Customer.

24.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

25. Third party rights

No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.

26. Notices

26.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be: