Terms and Conditions of Sale

1. INTERPRETATION

1.1.

Definitions. In these Conditions, the following definitions apply:

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

"Conditions"; these terms and conditions, as amended from time to time.

"Customer"; the person or firm who purchases the Goods and/or Services from the Supplier.

"Delivery Location"; has the meaning set out in Clause 5.1.

"Force Majeure Event"; has the meaning set out in Clause 15.

"Goods"; the goods (or any part of them), as set out in the Order.

“Goods Specification”; the specification for the Goods as set out at Schedule 1, or as otherwise made available by the Supplier from time to time.

“Intellectual Property Rights”; patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, 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.

"Order"; an order for Goods and/or Services agreed between Supplier and Customer, which will incorporate these Conditions, and each Order will form a separate legal agreement between the Parties with respect to those Goods and/or Services in the Order. For the avoidance of doubt, any Customer standard terms of purchase or other additional terms that may be set out in a PO or similar will not be valid. Only these Conditions and express terms set out in an Order shall govern the Goods and/or Services hereunder.

"Services"; the services (or any part of them) set out in the Order or which the Supplier may otherwise agree to supply to the Customer from time to time which may include (without limitation) the installation of such software as agreed between the Supplier and the Customer, the provision and inclusion of bespoke Customer packaging slips or arranging for the certification of products.

"Supplier"; Blackcore Technologies Ltd, a company registered in England and Wales with company number 15232394 and whose registered address is 1 Vertex Park South, Emersons Green, Bristol. BS16 7LB.

1.2.

In these Conditions, the following rules apply:

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

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

1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4. any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5. a reference in writing or written excludes fax but includes e-mails.

2. BASIS OF CONTRACT

2.1 The Order constitutes acceptance by the Customer to purchase Goods and/or Services in accordance with these Conditions. The Order shall only be deemed to be accepted by Supplier when the Supplier sends an order confirmation email to the Customer, at which point, and on which date, the Order shall come into existence (“Commencement Date”).

2.2 The Order, together with these Conditions, constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Order it does not rely on any statement, promise, representation assurance or warranty (whether made innocently or negligently) made or given on behalf of the respective party which is not set out herein.

2.3 These Conditions apply to each Order to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Supplier may revoke or vary its standard terms of sale from time to time and the Customer is advised to review these prior to placing each Order.

2.4 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 14 days from its date of issue.

2.5 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. GOODS

3.1 The Customer is responsible for ensuring that the scope of the Goods detailed in an Order are complete and accurate. Customer further acknowledges that it shall be solely responsible for ensuring that any Goods supplied, in accordance the Goods Specification and the Order, are satisfactory for the purpose that they are intended, and that they will support, be compatible and inter- operable with any hardware, software or middleware which the Goods are intended to operate.

3.2 The Supplier reserves the right to amend the Goods Specification at any time, and will supply updated Good Specification to Customer in any such event.

4. QUALITY OF GOODS

4.1 The Supplier warrants that on delivery the Goods shall:

4.1.1 conform with their written description or the Goods Specification; and

4.1.2 be free from material defects in design, material and workmanship.

4.2 Subject to Clause 4.3, if:

4.2.1 the Customer gives notice in writing to the Supplier within three days of delivery that some or all of the Goods do not comply with the warranty set out in Clause 4.1;

4.2.2 the Supplier is given a reasonable opportunity of examining such Goods;

4.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost; and

4.2.4 the Supplier agrees that the Goods do not comply with the warranty in Clause 4.1, the Supplier shall, at its sole discretion, repair or replace the defective Goods, or refund the price of the defective Goods in full.

4.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in Clause 4.1 if:

4.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with Clause 4.2;

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

4.3.3 the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

4.3.4 the defect arises as a result of any Customer, or third party, hardware, infrastructure or software utilized by Customer;

4.3.5 the Customer alters or repairs such Goods without the written consent of the Supplier;

4.3.6 the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal working conditions; or

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

4.4 Except as provided in this Clause 4, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 4.1.

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

5. DELIVERY OF GOODS

5.1. Save as may otherwise be agreed or as otherwise set out in the order confirmation email (including, where applicable by reference to the relevant Incoterms), the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready. Where additional support is required relating to any import or export of the Goods to the Delivery Location (i.e. IOR), Supplier may engage such third party, and Customer will be solely liable for all fees and costs associated with the packaging, transport and delivery of the Goods to the Delivery Location.

5.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

5.3 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately, delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.4 The Supplier shall be entitled to assume that any person who reasonably presents themselves as having authority to accept delivery on behalf of the Customer has such authority.

5.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of a similar description and quality in the cheapest market available, less the prices of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of Goods.

5.7 The Customer is required to inspect Goods upon arrival for any damage to the packaging. Should the Customer find damaging to the packaging, the Customer is required to notify the Supplier without delay, and in any event within 3 days of delivery.

5.8 The Supplier will have no liability for loss or damage to the Goods occurring prior to delivery, or for any other claim that the Goods are not in in accordance with these Conditions unless claims to that effect are notified in writing by the Customer to the Supplier:

5.8.1 within three days of the delivery for loss, damage or non-compliance; or

5.8.2 within five days of the date of invoice, for non-delivery.

6. TITLE AND RISK

6.1 Risk of loss or damage with respect to the Goods will pass to Customer on delivery of the Goods to the agreed Delivery Location. Title with respect to the Goods will pass to Customer on the later of: (i) delivery of the Goods to the agreed Delivery Location; or (ii) payment in full of the fees for those Goods.

6.2 Until title to the Goods has passed to the Customer, the Customer shall:

6.2.1 hold the Goods on a fiduciary basis as the Supplier’s bailee;

6.2.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

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

6.2.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Suppliers behalf from the date of delivery;

6.2.5 notify the Supplier immediately if it becomes subject to any of the events listed in Clause 11.1.2 to 11.1.4; and

6.2.6 give the Supplier such information relating to the Goods as the Supplier may require from time to time relating to:

(a) the Goods; and

(b) the ongoing financial position of the Customer

7. SUPPLY OF SERVICES

7.1 The Supplier or its sub-contractor shall provide the Services to the Customer.

7.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services agreed by the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law, regulatory or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill and in accordance with good industry practice.

8. INTELLECTUAL PROPERTY

8.1 The Supplier shall retain all Intellectual Property Rights in the Goods and the Goods Specification, unless otherwise agreed in advance in writing with the Customer.

8.2 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

8.3 Supplier hereby grants Customer a non-exclusive, non-assignable, non-sub licensable right to use any Supplier IPR included within the Goods, Gods Specification and Services solely for its internal business purposes as required to receive the benefit o the Goods or Services.

8.4 To the extent that the Goods and/or Services require the Supplier to incorporate, or otherwise make use of, any logos, materials or other Intellectual Property Rights of the Customer (“Customer IPR”), the Customer agrees to make such Customer IPR available to the Supplier promptly upon request and hereby grants the Supplier a fully paid-up, nonexclusive, royalty-free non-transferable licence to use, copy and modify any such Customer IPR for the term, for the purpose of providing the Goods and/or Services to the Customer. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim or allegation made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Suppliers use of the Customer IPR.

9. CUSTOMER'S OBLIGATIONS

9.1 The Customer shall:

9.1.1 ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;

9.1.2 co-operate with the Supplier or its nominated subcontractor in all matters relating to the Services;

9.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises and other facilities as reasonably required by the Supplier or its nominated subcontractor to provide the Services;

9.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in material respects;

9.1.5 if necessary, prepare the Customer's premises for the supply of the Goods and/or Services;

9.1.6 keep all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and

9.1.7 comply with any additional obligations as set out in the Goods Specification.

9.2 If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):

9.2.1 the Supplier shall, without limiting or affecting any other rights or remedies available to it, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

9.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations; and

9.2.3 the Customer shall reimburse the Supplier on demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9.3 The Customer acknowledges and agrees that it is solely responsible for the disposal of Goods in accordance with any applicable laws, regulations or guidelines. Customers shall indemnify the Supplier for any cost incurred by the Supplier in respect of the collection, treatment, recovery or environmentally sound disposal of any waste electrical and electronic equipment, to the extent that such equipment is not from a private household. In this context, "private household" shall be interpreted in accordance with The Waste Electrical and Electronic Equipment Regulations 2013 (“WEEE”).

10. CHARGES AND PAYMENT

10.1 The price for Goods or Services shall be the price set out in the Order. The price of any Goods is exclusive of all costs and charges of insurance and delivery of the Goods, which shall be invoiced by Supplier, in addition to the price for the Goods.

10.2 The Customer acknowledges that when delivering to countries outside of the United Kingdom additional charges may apply including in respect of local taxes and duties. To the extent that these apply, these shall be payable in full by the Customer and shall not be the responsibility of the Supplier.

10.3 Payment shall be due upon issuance of an invoice by Supplier. Supplier will not be liable to start process of delivery or shipment of the Goods until payment in full is received from Customer. In the event that credit terms are agreed to by the Supplier, these are subject to the condition that they may vary or withdrawn at any time by the Supplier at its sole discretion. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment by the due for payment, the Supplier may charge interest on the overdue sum from the due date until payment in full, whether before or after judgment at a rate of 8% per annum above the Bank of England base rate in place from time to time. Interest shall accrue and compound each day.

10.4 All amounts payable by the Customer hereunder are exclusive of amounts in respect of value added tax, or other sales or use tax, chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made hereunder by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

10.5 All amounts due hereunder shall be paid in full without any set-off, counterclaim, deduction or withholding of any kind.

10.6 In the event of an obvious error within the Supplier’s invoice, the Supplier reserves the right to submit a further invoice for the balance.

11. TERMINATION

11.1 Without affecting any other right or remedy available to it, either party may terminate an Order with immediate effect by giving written notice to the other party if:

11.1.1 the other party commits a material breach of any term of these Conditions and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

11.1.2 the other party 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;

11.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

11.1.4 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Conditions is in jeopardy.

11.2 Where the Supplier supplies Goods to the Customer on a repeat basis and is unable to continue to provide the Goods at the price originally agreed, the Supplier shall provide notice to the Customer of any planned uplift in price (“Price Review Notice”). The parties shall enter into a period of good faith negotiations to agree new terms. If no agreement can be found, the price for the Goods shall be increased in accordance with the Price Review Notice with effect from such date as set out in the Price Review Notice.

11.3 Without limiting its other rights or remedies, the Supplier may terminate Order(s) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due hereunder on the due date for payment.

11.4 Without limiting any other rights or remedies available to it, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under an Order, or any other contract between the Customer and the Supplier, if the Customer fails to pay any amount due hereunder on the due date for payment, or the Customer becomes subject to any of the events listed in Clause 11.1.2 to 11.1.4 or the Supplier reasonably believes that the Customer is about to become subject to any of them.

12. CONSEQUENCES OF TERMINATION

12.1 On termination for any reason:

12.1.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall then submit an invoice, which shall be payable by the Customer immediately on receipt; and

12.1.2 the Customer shall return all of the Supplier Materials and Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with these Conditions.

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

12.3 Any provision of these Conditions that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

13. CONFIDENTIALITY

13.1 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 Clause 13.3.

13.2 Each party shall keep confidential the operations, processes, product information, knowhow, designs and trade secrets of the disclosing party. This shall include any information disclosed in the Goods Specification.

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

13.3.1 to its employees, officers, representatives, contractors or subcontracts 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 these Conditions, or an Order. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 13; and

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

13.4 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 these Conditions.

14. LIMITATION OF LIABILITY

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

14.2 References to liability in this Clause 14 include every kind of liability arising under or in connection with these Conditions including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

14.3 Nothing in these Conditions shall limit or exclude either party's liability which cannot legally be limited, including liability for:

14.3.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

14.3.2 fraud or fraudulent misrepresentation;

14.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

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

14.3.5 defective products under the Consumer Protection Act 1987.

14.4 Subject to Clause 14.3 and 14.5, neither party’s total liability to the other shall exceed 100% of the value of the applicable Order under which the claim arises.

14.5 This Clause 14.5 sets out specific heads of excluded loss. The following types of loss are wholly excluded:

14.5.1 any loss of profit;

14.5.2 loss of sales or business;

14.5.3 loss of agreements or contracts;

14.5.4 loss of anticipated savings;

14.5.5 any indirect or consequential loss;

14.5.6 loss of or damage to goodwill; and

14.5.7 any loss of use or corruption of software, data or information.

14.6 In the case of Goods where the Supplier is acting as re-seller, the Supplier shall have no liability to the Customer in respect of defective Goods to the extent the Supplier itself is not able to recover from its own supplier or the manufacturer (as the case may be) in respect of the defect in question.

14.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Conditions.

15. FORCE MAJEURE

Neither party shall be in breach or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The parties agree and acknowledge that the inability to pay any charges due hereunder shall not constitute 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 4 weeks, the party not affected may terminate the affected Order(s) by giving 5 days' written notice to the affected party.

16. EXPORT RESTRICTIONS

16.1 The Customer acknowledges that certain Goods are subject to export and other resale restrictions. If Customer delivers the Goods to any customer who may use the Goods outside the United Kingdom, United States or European Union or EFTA countries, Customer acknowledges and shall advise its customers that some Goods are controlled for resale or export by the United Kingdom, U.S. Department of Commerce, the EU or EU/EFTA member state bodies and such Goods may require authorisation prior to resale or export. Customer agrees that it will not export, re-export, or otherwise distribute Goods, or any direct products thereof, in violation of any dual use restrictions and export control laws or regulations of the United Kingdom, U.S., the EU or any EU/EFTA member state. Customer warrants that it will not resell, export or re-export any Goods with knowledge that the Goods will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless the Customer has obtained prior approval from the United Kingdom, U.S. Department of Commerce, the EU or the competent EU/EFTA member state's government agency. The Customer further warrants that it will not export or re-export, directly or indirectly, any Goods to embargoed countries or resell any Goods to companies or individuals restricted from purchasing Goods including those listed on the Sanctioned Parties List published by the U.S. Department of Commerce and similar lists issued by the UK, EU or EU countries.

16.2 The restrictions set out herein change from time to time. If the Customer has any questions regarding its obligations under U.S export regulations the Customer should contact the Bureau of Export Administration, U.S. Department of Commerce, Office of Export Licencing, Washington DC, USA (202) 377 4811 or the local U.S Consulate. Information concerning restrictions applicable to export from the UK can be obtained from the UK Export Control Joint Unit (“ECJU”).

16.3 It shall be the Customer's responsibility to comply with all export and other resale restrictions. Upon request the Customer agrees to reaffirm in writing its compliance and its intentions to comply with applicable export and restricted user and uses regulations.

16.4 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with and breach by the Customer of the provisions of clauses 16.1 to 16.3 or otherwise arising out of any failure on the part of the Customer (or any of its customers) to comply with any export and other resale legislation, regulations or restrictions that are or may be applicable to the Goods.

17. NOTICES

17.1 Any notice or other communication required to be given to a party under or in connection with these Conditions shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by email to the other party's main email address as set out in the Order.

17.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by email, at the time of transmission, or, if this time falls outside the Supplier’s business hours in the place of receipt, when Supplier’s business hours resume.

17.3 This Clause 17 shall 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.

18. WAIVER

18.1 A waiver of any right under these Conditions is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.

18.2 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.

19. SEVERANCE

19.1 If a court or any other competent authority finds that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extend required, be deemed deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected.

19.2 If any provision or part provision of these Conditions is deemed deleted under this Clause 19, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

20. NO PARTNERSHIP OR AGENCY

Nothing in these Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind the other party in any way.

21. THIRD PARTIES

These Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions.

22. VARIATION

Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing by both parties.

23. GOVERNING LAW AND JURISDICTION

These Conditions, and any dispute of claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of London, England to settle any dispute or claim arising out of or in connection with these Conditions, or any Order.