The following definitions and rules of interpretation apply to these Conditions:

Account: the credit account (if any) provided to the Buyer by the Company.

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

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Buyer: the person, firm or company who purchases or orders Goods from the Company.

Company: DT Global Trading Ltd registered in England and Wales with company number: 10280960, and company registered office address: Unit 6 Dallas Court, Salford, England, M50 2GF).

Company’s Premises: Unit 6 Dallas Court, Salford, England, M50 2GF.

Conditions: the terms and conditions set out in this document (each, a condition) as amended from time to time in accordance with condition 2.3.

Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, in accordance with and subject to the Conditions.

Force Majeure Event : any circumstance not in the Company’s reasonable control including: (a)acts of God, flood, drought, earthquake or other natural disaster; (b)epidemic or pandemic; (c)terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, national emergency, or breaking off of diplomatic relations; (d)nuclear, chemical or biological contamination, or sonic boom; (e)any law or any action taken by a government or public authority, including imposing an export or import

restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f)collapse of buildings, fire, explosion or accident; (g)any labour or trade dispute, strikes, industrial action or lockouts; (h)non-performance by suppliers or subcontractors; (i) any restraints or delays affecting the Company’s carriers or inability or delay in obtaining supplies of adequate or suitable materials; and (j) interruption or failure of utility service.

Goods: any goods (or any part of them) set out in the Order.

Order: the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of the Company’s quotation, or overleaf, as the case may be.

Order Confirmation : the Company’s written acceptance of the Buyer’s Order.

Specification: the specification for the Goods, including any related plans and drawings, and any labelling or packaging of the Goods, that is agreed in writing by the Company and the Buyer.

VAT: has the meaning given in condition 7.2(a).

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

A reference to a party includes its personal representatives, successors and permitted assigns.

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

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 preceding those terms.

Words in the singular include the plural and, in the plural, include the singular. A reference to one gender includes a reference to the other gender. Condition headings do not affect the interpretation of these Conditions.

A reference to writing or written excludes fax but not email.

Subject to any variation under condition 2.3, these Conditions apply to the Contract to the exclusion of any other terms and conditions (including, without limitation, any terms or conditions which the Buyer purports to apply under any purchase Order, confirmation of Order, specification or other document) that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in any document of the Buyer that is inconsistent with these Conditions (including, without limitation, the Buyer’s Order, confirmation of Order, specification or other document).

These Conditions apply to all of the Company’s sales to the Buyer, and no variation of this Contract or any representation about the Goods shall be effective unless it is in writing and signed by the Company (or its authorised representative).

The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that in entering into the Contract it has not relied on any statement, promise, representation, assurance or warranty (whether made innocently or negligently) made or given by or on behalf of the Company which is not set out in the Contract. The Buyer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. Nothing in this condition 2.4 shall exclude or limit the Company's liability for fraud or fraudulent misrepresentation.

The Order or acceptance of a quotation for Goods by the Buyer from the Company constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

No Order placed by the Buyer shall be deemed to be accepted by the Company until the Company issues an Order Confirmation, or (if earlier) the Company delivers the Goods to the Buyer, at which point the Contract shall come into existence.

A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall be valid for a period of 14 days only from its date of issue, provided that the Company has not previously withdrawn it.

The quantity and description of the Goods shall be as confirmed by the Company within the Order Confirmation.

The Buyer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company’s use of the Specification. This condition 3.2 shall survive termination of the Contract.

The Company reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Company shall notify the Buyer in any such event.

Any samples, drawings, descriptive matter, specifications or advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force, and this is not a sale by sample.

Unless otherwise agreed in writing by the Company:

1. if the Buyer is based outside the UK, delivery of the Goods shall take place ex-works at the Company's Premises or such other location as may be advised by the Company prior to delivery;

2. if the Buyer is based in the UK, the Company shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree at any time after the Company notifies the Buyer that the Goods are ready; or

3. where the Buyer (whether the Buyer is based in the UK or outside the UK) opts for collection, the Buyer shall collect the Goods or arrange collection from the Company’s Premises or such other location as may be advised by the Company prior to delivery within three Business Days of the Company notifying the Buyer that the Goods are ready.

The Buyer shall take delivery of the Goods, or collect the Goods (as applicable) from the place of delivery referred to in condition 4.1 within three (3) Business Days of the Company giving it notice that the Goods are ready for delivery or collection.

Where Goods are delivered to the Buyer, delivery is completed on the completion of unloading of the Goods at the place of delivery referred to in condition 4.1(a) or condition 4.1(b) (as applicable). Where the Goods are collected by the Buyer, delivery is completed on the completion of loading the Goods at the place of delivery referred to in condition 4.1(c).

Any dates quoted for, or specified by the Company for delivery of the Goods are approximate only, and the time of delivery is not of the essence. If no dates are so specified, delivery shall be within a reasonable time. The Company shall not be liable for (i) any delay in delivery of the Goods, or

(ii) any failure to deliver the Goods, that is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

If for any reason the Buyer fails to take or accept delivery of any of the Goods after the Company notifies the Buyer that the Goods are ready, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

1. risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);

2. the Goods shall be deemed to have been delivered at 9.00 am on the Business Day after the day on which the Company notified the Buyer that the Goods were ready; and

3. the Company may store the Goods until actual delivery takes place, and charge the Buyer for all related costs and expenses (including, without limitation, storage and insurance). The Company reserves the right to issue a notice of intended termination of contract and pursue its costs, loss of overheads and profit where Goods ready for delivery are not collected or delivery is not arranged by the Buyer within 30 days of the date of the notice provided to the Buyer in accordance with condition 4.2 that the Goods are ready for delivery or collection. Where the Buyer fails to collect the Goods or arrange for actual delivery of the Goods within 30 days and payment in advance has been made in whole or in part, the Company reserves the right to sell the Goods at the best price readily obtainable and deduct storage and selling costs, and loss of overheads and profit, from such advance payment, and charge the Buyer for any shortfall below the price of the Goods.

The Buyer shall provide, at the relevant place of delivery as specified in condition 4.1, and at its own expense, adequate and appropriate equipment and manual labour for the loading or unloading (as applicable) of the Goods. The Buyer must inspect and check the Goods on actual delivery to ensure that they conform to the Order Confirmation and the Specification. At the time of actual delivery, an authorised representative of the Buyer must sign a delivery note (or the equivalent documentation of a carrier) to confirm that the Goods are as ordered and undamaged.

If the Company delivers to the Buyer a quantity of Goods of up to and including 5% more or less than the quantity of Goods set out in the Order Confirmation, the Buyer shall not be entitled to object to or reject the Goods or be entitled to require or accept a credit note, but on receipt of notice from the Buyer that the wrong quantity of Goods was delivered, the Company shall make a pro rata adjustment to the invoice for the Goods.

The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

The quantity and description of any consignment of Goods as recorded by the Company on the

despatch note from the Company's Premises shall be conclusive evidence of the quantity and description received by the Buyer on delivery.

The Company shall not be liable for delivering incorrect Goods or for any non-delivery of or damage to or shortfall in the Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the same within 3 days of actual delivery.

Any liability of the Company for claims under condition 5.2, as a result of the Buyer complying with the notice requirements, shall be limited to (at the Company’s sole discretion) replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

The risk in the Goods shall pass to the Buyer on completion of delivery.

Title to the Goods shall not pass to the Buyer until the earlier of:

1. the Company receiving payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Buyer in respect of which payment has become due on any Account, in which case title to the Goods shall pass at the time of payment of all such sums;

2. the Company receiving payment in full (in cash or cleared funds) all other sums due to the Company by the Buyer under any contract; and

3. the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in condition 6.4.

Until title to the Goods has passed to the Buyer, the Buyer shall:

1. hold the Goods on a fiduciary basis as the Company's bailee;

2. store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;

3. not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

4. maintain the Goods in satisfactory condition and keep them insured for their full price against all risks to the reasonable satisfaction of the Company from the date of delivery. On request, the Buyer shall produce the policy of insurance to the Company;

5. notify the Company immediately if it becomes subject to any of the events listed in condition 11.1(b) to condition 11.1(d) (inclusive);

6. give the Company such information as the Company may reasonably require from time to time relating to: (i) the Goods; and (ii) the ongoing financial position of the Buyer; and

7. deliver up the Goods to the Company on demand.

Subject to condition 6.6, the Buyer may use or resell the Goods in the ordinary course of its business at full market value (but not otherwise) before the Company receives payment for the Goods. However, if the Buyer resells the Goods before that time:

1. it does so as principal and not as the Company’s agent; and

2. title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs.

The Buyer's right to possession of the Goods shall terminate immediately if the Buyer:

1. becomes subject to any of the events listed in condition 11.1(b) to condition 11.1(d) (inclusive);

2. suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against it;

3. fails to observe or perform any of its obligations under the Contract or any other agreement between the Company and the Buyer; or

4. encumbers or in any way charges any of the Goods.

At any time before title to the Goods passes to the Buyer, the Company may:

1. by notice in writing, terminate the Buyer’s right under condition 6.4 to resell the Goods or use them in the ordinary course of its business at full market value; and

2. require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Order Confirmation, or failing an Order Confirmation, as set out in the Company’s quotation or if no quotation is provided, the Company’s standard price list published on the date of delivery or deemed delivery.

The price for the Goods shall, unless otherwise agreed by the Company in writing be exclusive of:

1. any value added tax (VAT) which the Buyer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and

2. (1) all costs or charges in relation to packaging, transport, loading, unloading, carriage and insurance, and, (2) in addition, where the Buyer is based outside the UK, any out-of- pocket costs incurred by the Company in fulfilling an Order, including (without limitation):

   (i) postage, packaging, carriage, freight, and handling charges; (ii) currency conversion and banking charges applicable to the payment method used; (iii) value added tax or any other applicable sales tax in the country in which the Company is resident; and (4) any customs, import or other duties charged in respect of the sale and importation of Goods into the country in which the Buyer is resident or the relevant place of delivery as specified in condition 4.1 is located, all of which amounts shall be invoiced to the Buyer, and the Buyer shall pay in addition when it is due to pay for the Goods. The Company may at its sole discretion arrange delivery to an address designated by the Buyer upon request.

The Company reserves the right at any time before delivery, to vary the price for the Goods to reflect any increase in the cost of the Goods that is due to:

1. any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, transport, fuel and other manufacturing costs);

2. any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

3. any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions.

The Company may invoice the Buyer for the Goods on or at any time after the completion of delivery.

Unless otherwise agreed in writing by a director of the Company and subject to condition 8.3, payment of the price for the Goods is due in pounds sterling upon Order.

The Company may provide the Buyer with an Account, which will be subject to the written Account terms offered by the Company (which may include varied payment terms and a credit limit) from time to time.

Time for payment shall be of the essence of the Contract, and the Buyer shall pay each invoice submitted by the Company as follows:-

1. for Buyers which have an Account which has not reached its credit limit, by the invoice due date in accordance with the terms of the Account; or

2. for Buyers without an Account, or with an Account which has reached or exceeded its credit limit, at the time of Order,

   in full and cleared funds to a bank account nominated in writing by the Company.

The Company reserves the right to exercise its absolute discretion to cancel the Account, by immediate written notice to the Buyer.

The Company reserves the right to suspend the Account if it decides, for whatever reason, that it requires further security from the Buyer other than that already provided (if any) for the performance and discharge of the Buyer’s obligations under any Contract or for any other reason it considers reasonable. The Buyer agrees to use its best endeavours to ensure that any additional security required by the Company (including, but not limited to, a third party providing additional guarantee) is provided. The Company may decide, at its sole discretion, to reinstate the Account if the Buyer provides the additional security required or meets any other conditions required to be satisfied by the Company.

If the Company exercises its right to cancel or suspend the Account, in accordance with condition 8.5 and/or condition 8.6 respectively, all sums owed to the Company by the Buyer at the date of cancellation or suspension shall be payable on demand and the Company may decide to continue trading with the Buyer on the basis set out in condition 8.2.

No payment shall be deemed to have been received until the Company has received full and cleared funds. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

The Buyer shall make all payments due under the Contract in full without any set-off,

counterclaim, deduction, withholding, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer (or other than any deduction or withholding of tax as required by law).

Without prejudice to any of its other remedies, if the Buyer fails to make a payment due to the Company under the Contract by the due date, then the Company may do all or any of the following:-

1. treat any or all Contracts as repudiated by the Buyer;

2. without notice, suspend or cancel delivery of the Goods under the Contract and any other Contract, until the Buyer pays the outstanding amount(s) in full;

3. appropriate any payment made by the Buyer under any other contract with the Company to pay for any outstanding amounts as the Company may, in its sole discretion, think fit; and/or

4. claim interest on any overdue sums and administrative charges under the Late Payment of Commercial Debts (Interest) Act 1998.

The Company does not manufacture the Goods. The Company shall use reasonable endeavours to procure the transfer to the Buyer the benefit of any warranty or guarantee given to the Company. The Company sources Goods for resale from a variety of sources including outside of the European Economic Area (whether with or without the express or implied permission of any trademark or copyright owner or licensor). The Buyer acknowledges that the Company has no knowledge of the Buyer’s intended market or use or purpose of the Goods purchased.

The Company warrants that on delivery, the Goods shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

The Buyer acknowledges that the Goods supplied are manufactured by a third party, the Company will use its reasonable endeavours to pass on such warranty as to quality and rectification or replacement as the manufacturer provides to the Company in respect of such Goods.

The Company shall not be liable for a breach of the warranty in condition 9.2 unless:

1. the Buyer gives written notice of the defect to the Company within 5 days of the inspection required to be carried out by the Buyer under condition 4.6; and

2. the Buyer complies with any applicable returns instructions or procedures of the Company from time to time;

3. the Company is given a reasonable opportunity after receiving the Buyer’s notice in accordance with condition 9.4(a), of examining such Goods; and

4. the Buyer (if asked to do so by the Company) returns such Goods to the Company's Premises or such other location as may be advised by the Company, at the Buyer’s cost, for the examination to take place there.

The Company reserves the right to charge the Buyer a re-stocking charge in addition to the initial price of the Goods supplied if the Goods are found not to be defective or defective for reasons outside of the Company’s warranty in condition 9.2.

The Company shall not be liable for a breach of the warranty in condition 9.2 if in the Company’s reasonably held opinion:

1. the Buyer makes any further use of such Goods after giving notice in accordance with condition 9.4(a);

2. the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

3. the defect arises as a result of the Company following any drawing, design or specification supplied by the Buyer;

4. the Buyer alters or repairs such Goods without the written consent of the Company;

5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

6. the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

Subject to condition 9.4, condition 9.5 and condition 9.6, if any of the Goods do not conform with the warranty in condition 9.2, the Company shall at its option, replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company. If the Company complies with this condition 9.7 it shall have no further liability for a breach of the warranty in condition 9.2 in respect of such Goods.

Except as provided in this condition 9, the Company shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in condition 9.2.

The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

These Conditions shall apply to any repaired or replacement Goods supplied by the Company.

The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange and the Buyer is responsible for making its own arrangements for the insurance of any excess liability.

References to liability in this condition 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.

Subject to condition 10.5, the provisions of this condition 10 set out the entire financial liability of

the Company (including any liability for the acts or omissions of its employees, agents and sub- contractors) arising under or in connection with the Contract.

All warranties, conditions and other terms (save as specifically stated in these Conditions) implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

Nothing in this Contract excludes or limits any liability which cannot legally be excluded or limited, including liability of the Company for:

1. death or personal injury caused by the Company's negligence;

2. fraud or fraudulent misrepresentation;

3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

4. defective products under the Consumer Protection Act 1987.

Subject to condition 10.3 and condition 10.5, the Company's total liability arising under or in connection with the Contract shall be limited to the lesser of: (i) sum of £100,000; or (ii) the Contract price.

Subject to condition 10.5, the Company shall not be liable to the Buyer for the following types of loss arising under or in connection with the Contract:

1. loss of profit;

2. wasted expenditure;

3. loss of sales or business;

4. loss of agreements or contracts;

5. loss of anticipated savings;

6. loss of use or corruption of software, data or information;

7. loss or depletion of, or damage to goodwill; and

8. indirect or consequential loss.

This condition 10 shall survive termination of the Contract.

Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Buyer if:

1. the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

2. the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant

   jurisdiction;

3. the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

4. the Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Company if the Buyer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d) (inclusive), or the Company reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.

Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.

On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Buyer immediately on receipt.

Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at 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.

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

The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate,

declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.

The Company reserves the right to defer the date of delivery or to cancel the Contract or

reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer), and shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations, if it is prevented from or delayed in the carrying on of its business due to, and if such delay or failure results from, a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues

for more than 120 days, the Buyer may terminate the Contract by giving 7 days’ written notice to the Company.

The Buyer 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 Company, except as permitted by clause 14.2.

The Buyer may disclose the Company’s confidential information:

1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Buyer’s rights or carrying out its obligations under the Contract. The Buyer shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the Company’s confidential information comply with this clause 14; and

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

The Buyer shall not use the Company’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

On termination of the Contract, howsoever caused, the Company’s rights in condition 6 (RISK AND TITLE) and condition 8 (PAYMENT) shall remain in full force and effect.

Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

If any provision or part-provision of the Contract 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 the Contract. If any provision of the Contract is deemed deleted under this condition 15.3, 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.

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

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

The parties agree that the principles of conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)that arises out of or in connection with the Contract or its subject matter or formation.

Any notice or communication given to a party under or in connection with the Contract shall be in writing and shall be:

1. delivered by hand or by pre-paid first-class post:

   1. (in case of notices or communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; and

   2. (in the case of notices or communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer; or

2. sent by email to the email addresses set out for each party in the Order Confirmation.

Any notice or communication shall be deemed to have been received:

1. if delivered by hand, at the time the notice is left at the proper address;

2. if sent by pre-paid first class post, on the second Business Day after posting; or

3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.