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STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES.

Dynamometer World Ltd

1 DEFINITIONS

In these Standard Terms and Conditions of Sale, "Seller" means Dynamometer World Ltd; "Buyer" means the person, firm, company or corporation by whom the order is given; "Goods" means the goods, products or components (including any Software and Documentation, as defined in Clause 9) described in Seller's acknowledgement of order form; "Services" means the services described in Seller's acknowledgement of order form; "Contract" means the written agreement (which incorporates these Standard Terms and Conditions of Sale) made between Buyer and Seller for the supply of the Goods and/or provision of Services; "Contract Price" means the price payable to Seller by Buyer for the Goods and/or Services supplied under each individual order and "Seller Affiliate" means any company which is for the time being directly or indirectly controlled by the ultimate parent company of Seller. For the purposes of this definition, a company is directly controlled by or is a subsidiary of another company or companies which holds fifty per cent (50%) or more of the shares carrying the right to vote at a general meeting of the first mentioned company and a particular company is indirectly controlled by another company or companies if a series of companies can be specified, beginning with that company or those companies and ending with the particular company, so related that each company in the series is directly controlled by one or more of the companies earlier in the series.

2 THE CONTRACT

2.1 All orders must be in writing and are accepted subject to these Standard Terms and Conditions of Sale. No terms or conditions put forward by Buyer and no representations, warranties, guarantees or other statements not contained in Seller's quotation or acknowledgement of order form nor otherwise expressly agreed in writing by Seller will be binding on Seller.

2.2 Where Buyer requires the Goods to comply with standards, specific regulations and/or be received by control and inspection agencies, Buyer's price request or order must be accompanied by the technical specification and all terms and conditions that Buyer requests Seller must comply with. Buyer's specifications and any terms and conditions will only apply if (and to the extent) accepted by Seller in writing on Seller's quotation or offer provided to Buyer. All costs arising out of or in connection with Seller's compliance with Buyer's specifications or terms and conditions will be borne by Buyer.

2.3 The Contract will become effective only upon the date of acceptance of Buyer's order on Seller's acknowledgement of order form or upon the date of fulfilment of all conditions precedent stipulated in the Contract, whichever is the later (the "Effective Date"). If the details of the Goods or Services described in Seller's quotation differ from those set out in the acknowledgement of order form the latter shall apply.

2.4 No alteration or variation to the Contract will apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected.

3 VALIDITY OF QUOTATION AND PRICES

3.1 Unless previously withdrawn, Seller's quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty (30) days after its date.

3.2 Prices are firm for delivery within the period stated in Seller's quotation or are subject to a revision formula pertaining to the Goods or materials attached to the quotation and are exclusive of (a) Value Added Tax and (b) any similar and other taxes, duties, levies or other like charges arising outside the United Kingdom in connection with the performance of the Contract.

3.3 Prices (a) are for Goods delivered EXW (Ex works) Seller's shipping point, exclusive of freight, insurance and handling and (b) unless otherwise stated in Seller's quotation, are exclusive of packing. If the Goods are to be packed, packing materials are non-returnable.

4 PAYMENT

Payment must be made: (a) in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded); and (b) in the currency of Seller's quotation within thirty (30) days of date of invoice unless otherwise specified by Seller's Finance Department. Goods will be invoiced at any time after their readiness for despatch has been notified to Buyer. Services will be invoiced monthly in arrears or, if earlier, upon completion. Without prejudice to Seller's other rights, Seller reserves the right to: (i) charge interest on any overdue sums at eight per cent (8%) above the base lending rate of the Bank of England (or such higher rate stipulated by applicable law) from the date when payment is due from Buyer until the date when payment is received by Seller and such interest will be calculated on an annual, compounded monthly basis and/or (ii) suspend performance of the Contract (including withholding shipment) in the event that Buyer fails or in Seller's reasonable opinion it appears that Buyer is likely to fail to make payment when due under the Contract or any other contract and/or (iii) at any time require such reasonable security for payment as Seller may deem reasonable and/or (iv) terminate the Contract.

5 DELIVERY PERIOD

5.1 Unless otherwise stated in Seller's quotation, all periods stated for delivery or completion run from the Effective Date and are to be treated as estimates only not involving any contractual obligations. Exceeding delivery time will not entitle Buyer to damages and/or penalties.

5.2 If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer or its agents (including but not limited to failure to provide specifications and/or fully dimensioned working drawings and/or such other information as Seller reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery/completion period and the Contract Price will both be adjusted accordingly.

5.3 If delivery is delayed due to any act or omission or by request of Buyer, or if having been notified that the Goods are ready for despatch, Buyer fails to take delivery or provide adequate shipping instructions, Seller will be entitled to place the Goods into a suitable store at Buyer's expense. Upon placing the Goods into the store, delivery will be deemed to be complete, risk in the Goods will pass to Buyer and Buyer will pay Seller accordingly.

6 FORCE MAJEURE

6.1 The Contract (other than Buyer's obligation to pay all sums due to Seller in accordance with the Contract) shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports or re-exports or the failure to grant or the revocation of applicable export licences or other circumstances set out in Clause 14), or labour trouble, strike, lockout or injunction. Seller will be relieved without liability of all obligations under the Contract unless and until the aforesaid circumstances no longer prevent and/or delay Seller's ability to perform the Contract.

6.2 If either party is delayed or prevented from performance of its obligations by reason of this clause for more than one hundred and eighty (180) consecutive calendar days, either party may terminate the then unperformed portion of the Contract by notice in writing given to the other party, without liability provided that Buyer will be obliged to pay the reasonable cost and expense of any work in progress and to pay for all Goods delivered and Services performed as at the date of termination.

7 INSPECTION, TESTING, CALIBRATION AND QUALIFICATION

7.1 Goods will be inspected by Seller or the manufacturer of the Goods ("Manufacturer") and, where practicable, be submitted to Seller's or Manufacturer's standard tests before despatch.

Any additional tests or inspection (including inspection by Buyer or its representative, or tests in the presence of Buyer or its representative and/or calibration) or the supply of test certificates and/or detailed test results will be specified by Buyer in writing in the order and will be subject to Seller's prior written agreement and Seller reserves the right to charge for these; if Buyer or its representative fails to attend such tests, inspection and/or calibration after seven (7) days' written notice that the Goods are ready therefor, the tests, inspection and/or calibration will proceed and will be deemed to have been made in the presence of Buyer or its representative and Seller's or Manufacturer's statement that the Goods have passed such testing and/or inspection and/or have been calibrated will be conclusive.

7.2 Prototypes for Goods specially developed or adapted for Buyer must be qualified and approved in writing by Buyer before Seller or Manufacturer will start with serial production of the relevant Goods in order to ensure that they are compatible with the other components that make up their equipment, and that they are adapted to the intended use. Such written approval will confirm Buyer's acceptance of the prototype and acceptance that the prototype meets Buyer's technical specification and other terms and conditions or specifications. In this respect, Buyer and Seller will sign two originals of a "Product Approval Form", one original to be retained by Buyer and one by Seller.

7.3 In the event that Buyer requires delivery without having first qualified and approved the Goods, said Goods will be delivered as they stand and will be deemed prototypes specifically approved and acceptable to Buyer and Seller makes no representations, warranties or conditions, implied or otherwise, in relation to such prototypes. Buyer shall then be solely liable for using the Goods or delivering them to its own clients. Buyer must indemnify Seller against any and all claims by third parties in respect to the prototypes. Seller may also decide not to deliver the Goods that have not received Buyer's prior approval.

8 DELIVERY, RISK AND TITLE

8.1 Unless otherwise expressly stated in the Contract, the Goods will be delivered Carriage Paid To (CPT) the destination named in the Contract; freight, packing and handling will be charged at Seller's standard rates. Risk of loss of or damage to the Goods will pass to Buyer upon delivery to the carrier as aforesaid and Buyer will be responsible for insurance of the Goods after risk has so passed. Alternatively, if it is expressly stated in the Contract that Seller is responsible for the insurance of the Goods after their delivery to the carrier, such insurance will be charged at Seller's standard rates. "Ex works", "FCA", "CPT" and any other delivery terms used in the Contract will be defined in accordance with the latest version of ICC Incoterms. 8.2 Seller may deliver by instalments and if so each delivery will constitute a separate contract and failure by Seller to deliver any one or more of the instalments in accordance with their terms will not entitle Buyer to terminate the whole Contract or treat it as repudiated. 8.3 Claims for shortfalls in quantity or for incorrect delivery will be void if made more than fourteen (14) days after delivery. 8.4 Subject to Clause 9, title to the Goods will not pass to Buyer until Seller receives payment in full (in cash or cleared funds) for the Goods. 8.5 Until title to the Goods has passed to Buyer, Buyer shall:

(i) not part with possession of the Goods; (ii) store the Goods separately from all other goods held by Buyer so that they remain readily identifiable as the Seller's property; (iii) not remove, deface or obscure any identifying mark of packaging on or relating to the Goods and allow Seller access to the Buyer's premises to verify that this has been done; (iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Seller's behalf from the date of delivery; (v) immediately notify Seller if it becomes subject to any of the events listed in Clause 15.1; and (vi) promptly give Seller such information relating to the Goods as Seller may require from time to time. 8.6 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in Clause 15.1, then, without limiting any other right or remedy the Seller may have, the Seller may at any time: (i) require Buyer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and (ii) if the Buyer fails to do so promptly, enter any premises of Buyer where the Goods are stored in order to recover them and the Buyer hereby grants the Seller an irrevocable licence to do so.

9 DOCUMENTATION AND SOFTYWARE

9.1 Title to and ownership of the copyrights in software and/or firmware incorporated into or provided for use with the Goods ("Software") and documentation prepared by Seller, Manufacturer and/or Seller Affiliate or supplied with the Goods ("Documentation") will remain with Seller, Manufacturer and/or relevant Seller Affiliate (or such other party as may have supplied the Software and/or Documentation to Seller) and is not transferred to Buyer with delivery of the Goods.

9.2 Except as otherwise provided herein, Buyer is hereby granted a non-exclusive, royalty-free licence to use the Software and Documentation in conjunction with the Goods. Other than Seller's standard operating and maintenance manuals (and except and to the extent that any law prevents Seller restraining Buyer from doing so), Buyer must not copy the Software and/or Documentation (unless expressly authorised by applicable law) and must hold the Software and/or Documentation in strict confidence and not disclose them to others, or permit others to have access to them. Buyer may transfer the foregoing licence to another party which purchases, rents or leases the Goods, provided the other party accepts and agrees in writing to be bound by the conditions of this Clause 9.

9.3 Notwithstanding Clause 9.2, Buyer's use of Software (including but not limited to System Software), will be governed exclusively by the applicable licence agreement.

9.4 Seller, Manufacturer and/or Seller Affiliates will retain ownership of all inventions, designs and processes made or evolved by them and save as set out in this Clause 9 no Intellectual Property Rights are hereby granted.

10 DEFECTS AFTER DELIVERY

10.1 Seller warrants (i) subject to the other provisions of the Contract, good title to and the unencumbered use of the Goods; (ii) that, in all material respects, Goods manufactured by Seller and/or Seller Affiliate will conform with Seller's written specifications therefor and be free of defects in materials and workmanship and (iii) that Services provided by Seller or Seller Affiliate's will be performed with reasonable skill, care and due diligence and in accordance with good engineering practice. Seller will make good, by repair or at Seller's option by the supply of a replacement part or parts, any defects which, under proper use, care and maintenance, appear in Goods of Seller's or Seller Affiliate's manufacture and which are reported to Seller within twelve (12) calendar months from their delivery (the "Warranty Period") and which arise solely from faulty materials or workmanship. Within the Warranty Period, Buyer will request and Seller will approve and authorise in advance any return of defective items, which will be sent at Buyer's cost, including the cost of insurance to any address provided by Seller. Where in Seller's reasonable determination, defects in returned Goods are not found to arise solely from faulty materials or workmanship, or where the defects are found to arise from improper use, care and maintenance, Seller will return the Goods at the cost of Buyer or the end user. Replaced items will become the property of Seller. Repaired or replacement items will be delivered by Seller at Seller's cost to Buyer's mainland site in the United Kingdom or, if Buyer is located outside the United Kingdom, FCA in the United Kingdom. Seller will correct defects in Services provided by Seller or Seller Affiliate and reported to Seller within ninety (90) days after completion of such Services. Goods or Services repaired, replaced or corrected in accordance with this Clause 10.1 will be subject to the foregoing warranty for the unexpired portion of the Warranty Period. 10.2 Goods or Services sourced by Seller from a third party (not being a Seller Affiliate) for resale to Buyer will carry only the warranty extended by the original Manufacturer. 10.3 Notwithstanding Clauses 10.1 and 10.2, neither Seller nor Seller Affiliate will be liable for any defects caused by: wilful damage, negligence, abnormal use of the Goods or use of the Goods for a purpose other than that intended by the Manufacturer, or failure by Buyer to disclose the purpose or conditions of use of the Goods; fair wear and tear; materials or workmanship made, furnished or specified by Buyer, non-compliance with Seller's or Manufacturer's storage, installation, operation or environmental requirements; lack of proper maintenance; any modification or repair not previously authorised by Seller in writing; the use of non-authorised software or spare or replacement parts. Seller's costs incurred in investigating and rectifying such defects will be paid by Buyer upon demand. Buyer will at all times remain solely responsible for the adequacy and accuracy of all information supplied by it. 10.4 This warranty will apply to Goods that are made readily available and therefore does not cover the costs of disassembly and reassembly of said Goods in the equipment into which they are mounted.

10.5 To the fullest extent permitted by law, and without limiting Clause 10.3 and subject to Clause 12, the foregoing constitutes Seller's sole warranty and Buyer's exclusive remedy for breach thereof and no representations,  sole warranty and Buyer's exclusive remedy for breach thereof and no representations, warranties or conditions of any kind, express or implied, will apply as to satisfactory quality, merchantability, fitness for any particular purpose or any other matter with respect to any of the Goods or Services.

11 INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

11.1 Subject to the limitations in Clause 12, Seller will indemnify Buyer in the event of any claim for infringement of patent, registered design, design right, trade mark or copyright ("Intellectual Property Rights") existing at the date of formation of the Contract arising from the use or sale of the Goods, against all reasonable costs and damages awarded against Buyer in any action for such infringement, or for which Buyer may become liable in any such action, provided always that Seller will not be liable to so indemnify Buyer in the event that: (i) such infringement arises as a result of Seller and/or Manufacturer having followed a design or instruction furnished or given by Buyer, or the Goods having been used in a manner or for a purpose or in a country not specified by or disclosed to Seller prior to the date of the Contract or in association or combination with any other equipment or software, or (ii) Seller and/or Manufacturer has at its expense procured for Buyer the right to continue to use the Goods or has modified or replaced the Goods so that the Goods no longer infringe, or (iii) Buyer has failed to give Seller the earliest possible notice in writing of any claim made or to be made or of any action threatened or brought against Buyer and/or Buyer has failed to permit Seller and/or Manufacturer, at Seller's expense, to conduct and control any litigation that may ensue and all negotiations for a settlement of the claim, or (iv) Buyer has made without Seller's prior written consent any admission which is or may be prejudicial to Seller and/or Manufacturer in respect of any such claim or action, or (v) the Goods have been modified without Seller's prior written authorisation.

11.2 Buyer warrants that any design or instructions furnished or given by it will not cause Seller and/or Manufacturer to infringe any Intellectual Property Rights in the performance of Seller's obligations under the Contract and will indemnify Seller against all reasonable costs and damages which Seller may incur as a result of any breach of such warranty.

12 LIMITATION OF LIABILITY

12.1 Notwithstanding any other provision of the Contract, but subject to Clause 12.2, and without prejudice to Clause 12.3, Seller's and Seller's Affiliates' combined maximum aggregate liability for any and all losses, liabilities, expenses (including legal expenses), damages, claims or actions incurred under or in connection with the Contract or any collateral contract between the parties, arising in or by virtue of breach of contract, tort (including negligence), misrepresentation, breach of statutory duty, strict liability, infringement of Intellectual Property Rights or otherwise, shall in no circumstances exceed: (i) £1,000,000 for loss of or damage to physical property, and (ii) in all other cases, the Contract Price, in either case. 12.2 Notwithstanding any other provision of the Contract but without prejudice to Clause 12.3, Seller shall not be liable under or in connection with the Contract or any collateral contract between the parties, for any:

(i) loss of income; (ii) loss of actual or anticipated profits; (iii) loss of anticipated savings; (iv) increased costs of any kind; (v) loss of business; (vi) loss of contracts; (vii) loss of goodwill or reputation; (viii) loss of, damage to or corruption of data; (ix) claims of Buyer's customers or (x) any indirect or consequential loss or damage of any kind, howsoever caused and whether arising in or by virtue of:

(i) breach of contract; (ii) tort (including negligence); (iii) misrepresentation; (iv) breach of statutory duty;(v) strict liability; or (vi) infringement of Intellectual Property Rights, whether or not such loss or damage was foreseeable or in the contemplation of the parties. 12.3 Nothing in the Contract or any collateral contract shall exclude or in any way limit Seller's liability (i) for fraud, (ii) for death or personal injury caused by Seller's negligence (including negligence as defined in the Unfair Contract Terms Act 1977), (iii) for breach of terms implied as to title by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982, or (iv) for any liability to the extent that such liability may not be limited or excluded as a matter of law.

13 STATUTORY AND OTHER REGULATIONSS

13.1 If Seller's obligations under the Contract will be increased or reduced by reason of the making or amendment after the date of Seller's quotation of any law or any order, regulation or by-law having the force of law that will affect the performance of Seller's obligations under the Contract, the Contract Price and delivery period will be adjusted accordingly and/or performance of the Contract suspended or terminated, as appropriate.

13.2 Except to the extent otherwise required by applicable law, Seller will have no responsibility for the collection, treatment, recovery or disposal of (i) the Goods or any part thereof when they are deemed by law to be 'waste' or (ii) any items for which the Goods or any part thereof are replacements. If Seller is required by applicable law, including waste electrical and electronic equipment legislation, in particular European Directive 2012/19/EU (WEEE) and related legislation in EU Member States, to dispose of 'waste' Goods or any part thereof, Buyer must, unless prohibited by applicable law, pay Seller, in addition to the Contract Price, either (i) Seller's standard charge for disposing of such Goods or (ii) if Seller does not have such a standard charge, Seller's costs (including all handling, transportation and disposal costs and a reasonable mark-up for overhead) incurred in disposing of such Goods.

13.3 Buyer's personnel must, whilst on Seller's, Manufacturer's and/or Seller Affiliate's premises, comply with Seller's, Manufacturer's and/or Seller Affiliate's applicable site regulations and Seller's, Manufacturer's and/or Seller Affiliate's reasonable instructions, including but not limited to those relating to safety, security, confidentiality and electrostatic discharge.

14 COMPLIANCE WITH LAWS

14.1 Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which Goods and/or other items may be supplied, and the requirements of any licences, authorisations, general licences or licence exceptions relating thereto will apply to its receipt and use of Goods, Services, hardware, software and technology. If Seller or Seller Affiliate should fail to receive any necessary or advisable licences, authorisations or approvals, even arising from inaction by any relevant government authority, or if any such licences, authorisations or approvals are denied or revoked, or if there is a change in any applicable laws, regulations, orders or requirements that would prohibit Seller or Seller Affiliate from fulfilling the Contract, or would in the reasonable judgement of Seller otherwise expose Seller or Seller Affiliate to a risk of liability under such laws, regulations, orders or requirements if it fulfilled the Contract, Seller and Seller Affiliate will be relieved without penalty of all obligations under the Contract. In no event may Buyer use, transfer, release, export or re-export any such Goods, hardware, software or technology in violation of such applicable laws, regulations, orders or requirements or the requirements of any licences, authorisations or licence exceptions relating thereto.

14.2 Buyer agrees furthermore that it will not engage in any activity that would expose Seller or any Seller Affiliate to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier. Buyer agrees to comply with all appropriate legal, ethical and compliance requirements.

15 DEFAULT, INSOLVENCY AND CANCELLATIONS
15.1 Seller will be entitled, without prejudice to any other rights it may have, to cancel the Contract immediately (or at its option on greater notice), wholly or partly, by notice in writing to Buyer (a) if Buyer is in default of any of its obligations under the Contract and fails, within thirty (30) days of the date of Seller's notification in writing of the existence of the default, either to rectify such default if it is reasonably capable of being rectified within such period or, if the default is not reasonably capable of being rectified within such period, to take action to remedy the default or (b) on the occurrence of an Insolvency Event in relation to Buyer. "Insolvency Event" in relation to Buyer means any of the following: (i) any event occurs which, in the opinion of Seller, may materially and adversely affect the business, assets or financial condition of Buyer; (ii) a meeting of creditors of Buyer being held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) being proposed by or in relation to Buyer; (iii) a charge holder, receiver, administrative receiver, judicial manager or similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven (7) days) on the whole or a material part of the assets of Buyer; (iv) Buyer ceasing to carry on business or being unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (v) Buyer or its directors or the holder of a qualifying floating charge or like encumbrance giving notice of their intention to appoint, or making an application to the court for the appointment of an administrator; (vi) a petition being presented (and not being discharged within twenty-eight (28) days) or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of Buyer; or (vii) the happening in relation to Buyer of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. Seller will be entitled to recover from Buyer or Buyer's representative all costs and damages incurred by Seller as a result of such cancellation, including a reasonable allowance for overheads and profit (including but not limited to loss of prospective profits and overheads).

15.2 No order which has been accepted by Seller may be cancelled by Buyer except with Seller's prior written consent and on terms that Buyer will indemnify Seller 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 Seller and/or Seller Affiliate as a result of cancellation. In the event the Contract is cancelled, any amounts due will become payable, any down payments or amounts already paid by Buyer will remain in Seller's hands, and unpaid Goods must be returned to Seller immediately, regardless of where they are located, at Buyer's risk and expense under penalty of ten per cent (10%) of the value thereof, per week's delay.

16 CONFIDENTIALITY

Each of the parties undertakes to maintain the confidentiality of all technical, trade, financial or other information received from the other or from Manufacturer or a Seller Affiliate, whether orally, in writing or by any other means of communication when any order is negotiated and/or fulfilled ("Confidential Information"). The terms of and obligations imposed by this Clause 16 will survive the completion of the Contract but will not apply to any Confidential Information which either party can demonstrate: (i) is or becomes public other than as a result of a breach of any obligations of confidence; (ii) was lawfully obtained from a third party not under any obligations of confidence; (iii) was already known to a party before its disclosure under the Contract other than as a result of a breach of any obligations of confidence. A party may disclose Confidential Information to the extent required by law, regulation or order of a competent authority provided that the other party is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.

17 SUPPLEMENTARY TERMS AND CONDITIONS
If the Goods comprise or include a System, Seller's Supplementary Terms and Conditions of Sale Applicable to the Supply of Systems and Related Services ("Supplementary Terms and Conditions") will apply to the System and related services only. Such Supplementary Terms and Conditions will take precedence over these Standard Terms and Conditions of Sale; the Supplementary Terms and Conditions are available from Seller upon request.

18 MISCELLANEOUS

18.1 No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, will be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.

18.2 If any clause, sub-clause or other provision of the Contract is rendered invalid or unenforceable under any statute or rule of law, such provision, to that extent only, will be deemed to be omitted without affecting the validity of the remainder of the Contract.

18.3 Buyer will not be entitled to assign its rights or obligations hereunder without the prior written consent of Seller.

18.4 Seller enters into the Contract as principal. Buyer agrees to look only to Seller for due performance of the Contract.

18.5 UNLESS OTHERWISE AGREED TO IN WRITING BY BOTH PARTIES AND COMBINED WITH AN EXECUTED NUCLEAR INDEMNIFICATION AGREEMENT, GOODS AND SERVICES PROVIDED HEREUNDER ARE NOT SOLD OR INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR RELATED APPLICATIONS. Regardless whether Buyer is the owner/operator of the nuclear facility, Buyer (i) accepts Goods and Services in accordance with the foregoing restriction, (ii) agrees to communicate such restriction in writing to any and all subsequent purchasers or users and (iii) agrees to defend, indemnify and hold harmless Seller and Seller's Affiliate(s) from any and all claims, losses, liabilities, suits, judgements and damages, including incidental and consequential damages, arising from use of Goods and Services in any nuclear or nuclear related applications, whether the cause of action be based in tort, contract or otherwise, including allegations that Seller's liability is based on negligence or strict liability.

18.6 The Contract will in all respects be construed in accordance with the laws of England excluding, however, any effect on such laws of the 1980 Vienna Convention on Contracts for the International Sale of Goods, and to the fullest extent permitted by law, will be without any conflict of laws or rules which might apply the laws of any other jurisdiction. All disputes arising out of the Contract will be subject to the exclusive jurisdiction of the English courts.

18.7 The headings to the Clauses and paragraphs of the Contract are for guidance only and shall not affect the interpretation thereof.

18.8 All notices and claims in connection with the Contract must be in writing.

Updated 03 July 2024.

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