BIOPROCESS ENGINEERING SERVICES LIMITED

TERMS AND CONDITIONS OF SALE

REVIEWED FEBRUARY 2025

The Customer's attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:
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.
Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with
clause 17.8.

Contract: the contract between the Supplier and the Customer for the supply of Goods
and/or Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the
expression change of Control shall be interpreted accordingly.

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

Deliverables: the deliverables set out in the Order produced by the Supplier for the
Customer.

Force Majeure Event: has the meaning given to it in clause 16.

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

Goods Specification: any specification for the Goods, including any relevant plans or
drawings, that is agreed in writing by the Customer and the Supplier.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and
neighbouring 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: the Customer's order for the supply of Goods and/or Services, as set out in the
Customer's purchase order form, or the Customer's written acceptance of the Supplier's
quotation, or overleaf, as the case may be.

Services: the services, including the Deliverables, supplied by the Supplier to the
Customer as set out in the Service Specification.

Service Specification: the description or specification for the Services provided in writing
by the Supplier to the Customer.

Supplier: Bioprocess Engineering Services Limited registered in England and Wales with
company number 03187752.

Supplier Materials: has the meaning given in clause 8.1(h).

Warranty Period: means the period of 12 months from the date of delivery or the period
specified by the original equipment manufacturer, whichever is the greater.

1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether
or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) 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.
(d) 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.
(e) A reference to writing or written includes email.

2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in
accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written
acceptance of the Order at which point and on which date the Contract shall come into
existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any
descriptions of the Goods or illustrations or descriptions of the Services contained in the
Supplier's catalogues or brochures are issued or published for the sole purpose of giving
an approximate idea of the Goods and/or Services described in them. They shall not form
part of the Contract nor have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by law, trade custom,
practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer and is only valid for a
period of 30 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where
application to one or the other is specified.
2.7 The Customer waives any right it might otherwise have to rely on any term endorsed upon,
delivered with or contained in any documents of the Customer that is inconsistent with
these Conditions.

3. Goods
3.1 The Goods are described in the Goods Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods
Specification supplied by the Customer, the Customer shall indemnify the Supplier 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
costs (calculated on a full indemnity basis) and all other professional costs and expenses)
suffered or incurred by the Supplier arising out of or in connection with any claim 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 Supplier's use of the Goods Specification.
This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Goods Specification if required by any
applicable statutory or regulatory requirement, and the Supplier shall notify the Customer
in any such event.
3.4 To the extent any documentation is provided with the Goods, the Supplier shall take all
reasonable steps to ensure such documentation is complete and accurate but the Supplier
gives no warranty in relation to such documentation.
3.5 To the extent the Customer requires any certificates of conformity or calibration certificates
in relation to the Goods, these must be requested as part of the Order. The Supplier
reserves the right to charge the Customer for the provision of such certification and/or any
other documentations which are not routinely supplied with the Goods.

4. Delivery of Goods
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery
note which shows the date of the Order, all relevant Customer and Supplier reference
numbers, the type and quantity of the Goods (including the code number of the Goods,
where applicable), special storage instructions (if any) and, if the Order is being delivered
by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 Unless the parties agree otherwise in writing, the Supplier shall deliver the Goods ex works
(as defined in Incoterms 2020) at the time notified to the Customer by the Supplier.
Delivery shall be completed when the Supplier makes the Goods available to the
Customer at the agreed delivery location.
4.3 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.
4.4 The Customer must notify the Supplier within three days of receipt of Goods of any
shortages or damage to the Goods. The Customer must retain any Goods damaged for
inspection by the Supplier.
4.5 If the Supplier fails to deliver the Goods, the Customer must notify the Supplier
immediately on becoming aware of the non-delivery and in any event on receipt of the
Supplier’s invoice. The Supplier’s liability shall be limited to the costs and expenses
incurred by the Customer in obtaining replacement goods of similar description and quality
in the cheapest market available, less the price 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 or any other instructions that are relevant to the supply of the Goods.
4.1 If the Customer fails to accept delivery of the Goods, then except where such failure or
delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its
obligations under the Contract in respect of the Goods, the Supplier shall store the Goods
until actual delivery takes place and charge the Customer for all related costs and
expenses (including insurance).
4.2 If ten Business Days after the day on which the Supplier notified the Customer that the
Goods were ready for delivery the Customer has not accepted actual delivery of them, the
Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting
reasonable storage and selling costs, account to the Customer for any excess over the
price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.3 If the parties agree in writing, the Supplier may deliver the Goods by instalments, which
shall be invoiced and paid for separately. Each instalment shall constitute a separate
contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to
cancel any other instalment.

5. Quality of Goods
5.1 The Supplier warrants that during the Warranty Period the Goods shall:
(a) conform in all material respects with their description and any applicable Goods
Specification;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing during the Warranty Period to the Supplier
within a reasonable time of discovery that some or all of the Goods do not comply
with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) 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,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price
of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out
in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in
accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or
written instructions as to the storage, installation, commissioning, use or
maintenance of the Goods or (if there are none) good trade practice regarding
the same;
(c) the defect arises as a result of the Supplier following any drawing, design or
specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the
Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal working conditions; or
(f) the Goods differ from the Goods Specification as a result of changes made to
ensure they comply with applicable statutory or regulatory requirements.
(g) Use of the equipment after notification of the defect.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in
respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 These Conditions shall apply to any repaired or replacement Goods supplied by the
Supplier.

6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in
full (in cash or cleared funds) for the Goods and any other goods that the Supplier has
supplied to the Customer in respect of which payment has become due, in which case title
to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that
they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating
to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all
risks for their full price on the Supplier's behalf from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in
clause 14.2(b) to clause 14.2(d); and
(e) give the Supplier such information as the Supplier may reasonably require from
time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
6.4 Subject to clause 6.5, the Customer may use the Goods in the ordinary course of its
business (but not otherwise) before the Supplier receives payment for the Goods.
6.5 At any time before title to the Goods passes to the Customer, the Supplier may:
(a) by notice in writing, terminate the Customer's right under clause 6.4 to use the
Goods in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been
resold, or irrevocably incorporated into another product and if the Customer fails
to do so promptly, enter any premises of the Customer or of any third party where
the Goods are stored in order to recover them.

7. Supply of Services
7.1 The Supplier shall supply the Services to the Customer in accordance with the Service
Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the
Services agreed by the parties in writing, 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 reserves the right to amend the Service Specification if necessary to comply
with any applicable law or regulatory requirement, or if the amendment will 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.

8. Customer's obligations
8.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Service
Specification and the Goods Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with
access to the Customer's premises, office accommodation and other facilities as
reasonably required by the Supplier to provide the Services;
(d) provide the Supplier with such information and materials as the Supplier may
reasonably require in order to supply the Services, and ensure that such
information is complete and accurate in all material respects;
(e) prepare the Customer's premises for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may
be required for the Services before the date on which the Services are to start;
(g) comply with all applicable laws, including health and safety laws;
(h) 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
(i) comply with any additional obligations as set out in the Service Specification and
the Goods Specification.
8.2 If the Supplier's performance of any of its obligations under the Contract is prevented or
delayed by any act or omission by the Customer or failure by the Customer to perform any
relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier
shall 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;
(b) 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 as set out in this clause 8.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or
losses sustained or incurred by the Supplier arising directly or indirectly from the
Customer Default.

9. Charges and payment

9.1 The price for Goods:
(a) shall be the price set out in the Order or, if no price is quoted, the price set out in
the Supplier's published price list as at the date of delivery; and
(b) shall be exclusive of all costs and charges of packaging, insurance, transport of
the Goods, which shall be invoiced to the Customer.
9.2 [The charges for Services shall be calculated on a time and materials basis:
(a) the charges shall be calculated in accordance with the Supplier's daily fee rates,
as set out in [its current price list at the date of the Contract [displayed on its
website] OR the Order];
(b) the Supplier's daily fee rates for each individual person are calculated on the basis
of an eight-hour day from [8.00 am to 5.00 pm] worked on Business Days;
(c) the Supplier shall be entitled to charge an overtime rate of [PERCENTAGE]% of
the daily fee rate on a pro rata basis for each part day or for any time worked by
individuals whom it engages on the Services outside the hours referred to in
clause 9.2(b); and
(d) the Supplier shall be entitled to charge the Customer for any expenses
reasonably incurred by the individuals whom the Supplier engages in connection
with the Services including travelling expenses, hotel costs, subsistence and any
associated expenses, and for the cost of services provided by third parties and
required by the Supplier for the performance of the Services, and for the cost of
any materials.]

9.3 The Supplier reserves the right to:
(a) increase the charges for the Services on an annual basis with effect from each
anniversary of the Commencement Date in line with the percentage increase in
the [Retail Prices Index OR Average Weekly Earnings Index] in the preceding 12-
month period;
(b) increase the price of the Goods, by giving reasonable notice to the Customer at
any time before delivery, to reflect any increase in the cost of the Goods to the
Supplier that is due to:

(i) any factor beyond the control of the Supplier (including foreign exchange
fluctuations, changes in law, increases in taxes and duties, and increases
in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or
types of Goods ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the
Goods or failure of the Customer to give the Supplier adequate or
accurate information or instructions in respect of the Goods.

9.4 Where the Customer has a credit account with the Supplier, the Supplier shall invoice the
Customer on or at any time after completion of delivery and in respect of Services, the
Supplier shall invoice the Customer on completion of the Services.

9.5 Where the Customer does not have a credit account with the Supplier, the Supplier shall
invoice the Customer for the Goods and/or Services on acceptance of the Order.

9.6 The Customer shall pay each invoice submitted by the Supplier:
(a) where the Customer has a credit account with the Supplier, within 30 days of the
date of the invoice or in accordance with any credit terms agreed by the Supplier
and confirmed in writing to the Customer; and
(b) where the Customer does not have a credit account with the Supplier,
immediately on receipt.

9.7 Any invoices shall be paid in full and in cleared funds to a bank account nominated in
writing by the Supplier and time for payment shall be of the essence of the Contract.

9.8 All amounts payable by the Customer under the Contract are exclusive of amounts in
respect of value added tax chargeable from time to time (VAT). Where any taxable supply
for VAT purposes is made under the Contract by the Supplier to the Customer, the
Customer shall, on receipt of a valid VAT invoice from the 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.

9.9 If the Customer fails to make a payment due to the Supplier under the Contract by the due
date, then, without limiting the Supplier's remedies under clause 14, the Customer shall
pay interest on the overdue sum from the due date until payment of the overdue sum,
whether before or after judgment. Interest under this clause 9.9 will accrue each day at
4% a year above the Bank of England's base rate from time to time, but at 4% a year for
any period when that base rate is below 0%.

9.10 All amounts due under the Contract shall be paid in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as required by
law).

10. Intellectual property rights
10.1 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.
10.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of,
a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual licence to copy the
Deliverables (excluding materials provided by the Customer) for the purpose of receiving
and using the Services and the Deliverables in its business.
10.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by
clause 10.2.
10.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free nontransferable licence to copy and modify any materials provided by the Customer to the
Supplier for the term of the Contract for the purpose of providing the Goods and/or
Services to the Customer.

11. Data Protection
11.1 The following definitions apply in this clause 11:
(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach,
processing and appropriate technical and organisational measures: as
defined in the Data Protection Legislation.
(b) Data Protection Legislation: all applicable data protection and privacy
legislation in force from time to time in the UK including the UK GDPR, the Data
Protection Act 2018 (and regulations made thereunder) and the Privacy and
Electronic Communications Regulations 2003 (SI 2003/2426).
(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
11.2 Both parties will comply with all applicable requirements of the Data Protection Legislation.
This clause 11 is in addition to, and does not relieve, remove or replace, a party's
obligations or rights under the Data Protection Legislation.

11.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the
Customer is the Controller and the Supplier is the Processor. The Order shall set out the
scope, nature and purpose of processing by the Supplier, the duration of the processing
and the types of Personal Data and categories of Data Subject.

11.4 Without prejudice to the generality of clause 11.2, the Customer will ensure that it has all
necessary appropriate consents and notices in place to enable lawful transfer of the
Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier
on behalf of the Customer for the duration and purposes of the Contract.

11.5 Without prejudice to the generality of clause 11.2, the Supplier shall, in relation to any
Personal Data processed in connection with the performance by the Supplier of its
obligations under the Contract:

(a) process that Personal Data only on the documented written instructions of the
Customer unless the Supplier is required by Domestic Law to otherwise process
that Personal Data. Where the Supplier is relying on Domestic Law as the basis
for processing Personal Data, the Supplier shall promptly notify the Customer of
this before performing the processing required by the Domestic Law unless the
Domestic Law prohibits the Supplier from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures,
reviewed and approved by the Customer, to protect against unauthorised or
unlawful processing of Personal Data and against accidental loss or destruction
of, or damage to, Personal Data, appropriate to the harm that might result from
the unauthorised or unlawful processing or accidental loss, destruction or
damage and the nature of the data to be protected, having regard to the state of
technological development and the cost of implementing any measures (those
measures may include, where appropriate, pseudonymising and encrypting
Personal Data, ensuring confidentiality, integrity, availability and resilience of its
systems and services, ensuring that availability of and access to Personal Data
can be restored in a timely manner after an incident, and regularly assessing and
evaluating the effectiveness of the technical and organisational measures
adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are
obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the UK unless the prior written consent
of the Customer has been obtained and the following conditions are fulfilled:
(e) the Customer or the Supplier has provided appropriate safeguards in relation to
the transfer;
(f) the Data Subject has enforceable rights and effective legal remedies;
(g) the Supplier complies with its obligations under the Data Protection Legislation
by providing an adequate level of protection to any Personal Data that is
transferred; and
(h) the Supplier complies with reasonable instructions notified to it in advance by the
Customer with respect to the processing of the Personal Data;
(i) assist the Customer, at the Customer's cost, in responding to any request from a
Data Subject and in ensuring compliance with its obligations under the Data
Protection Legislation with respect to security, breach notifications, impact
assessments and consultations with supervisory authorities or regulators;
(j) notify the Customer without undue delay on becoming aware of a Personal Data
Breach;
(k) at the written direction of the Customer, delete or return Personal Data and copies
thereof to the Customer on termination of the Contract unless required by
Domestic Law to store the Personal Data; and
(l) maintain complete and accurate records and information to demonstrate its
compliance with this clause 11 and immediately inform the Customer if, in the
opinion of the Supplier, an instruction infringes the Data Protection Legislation.
11.6 The Customer consents to the Supplier appointing third-party processors of Personal Data
under the Contract. The Supplier confirms that it has entered or (as the case may be) will
enter with the third-party processor into a written agreement incorporating terms which are
substantially similar to those set out in this clause 11 which the Supplier confirms reflect
and will continue to reflect the requirements of the Data Protection Legislation. As between
the Customer and the Supplier, the Supplier shall remain fully liable for all acts or
omissions of any third-party processor appointed by it pursuant to this clause 11.6.

11.7 The Supplier may, at any time on not less than 30 days' notice, revise this clause 11 by
replacing it with any applicable controller to processor standard clauses or similar terms
adopted under the Data Protection Legislation or forming part of an applicable certification
scheme (which shall apply when replaced by attachment to the Contract).

12. Confidentiality
12.1 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 12.2.

12.2 Each party may disclose the other party's confidential information:
(a) 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 the
Contract. 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 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental
or regulatory authority.
12.3 No party shall use any other party's confidential information for any purpose other than to
exercise its rights and perform its obligations under or in connection with the Contract.

13. Limitation of liability
13.1 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 loss.

13.2 The restrictions on liability in this clause 13 apply to every liability arising under or in
connection with the Contract including liability in contract, tort (including negligence),
misrepresentation, restitution or otherwise.

13.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability
for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section
2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d) defective products under the Consumer Protection Act 1987.
13.4 Subject to clause 13.3, the Supplier's total liability to the Customer shall not exceed an
amount equal to the sums received by the Supplier from the Customer under the Contract.
13.5 The following types of loss are wholly excluded:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.
13.6 The Supplier has given commitments as to compliance of the Goods and Services with
relevant specifications in clause 5 and clause 7. In view of these commitments, the terms
implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the
Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law,
excluded from the Contract.

13.7 This clause 13 shall survive termination of the Contract.

14. Termination
14.1 [Without affecting any other right or remedy available to it, either party may terminate the
Contract by giving the other party not less than [two] months' written notice. ]

14.2 Without affecting any other right or remedy available to it, either party may terminate the
Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under the Contract
and (if such breach is remediable) fails to remedy that breach within [30] days
after receipt of notice in writing to do so;
(b) 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;
(c) 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
(d) 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 the Contract is in jeopardy.
14.3 Without affecting any other right or remedy available to it, the Supplier may terminate the
Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for
payment; or
(b) [there is a change of Control of the Customer.]

14.4 Without affecting any other right or remedy available to it, the Supplier may suspend the
supply of Services or all further deliveries of Goods under the Contract or any other
contract between the Customer and the Supplier if the Customer fails to pay any amount
due under the Contract on the due date for payment, the Customer becomes subject to
any of the events listed in clause 14.2(b) to clause 14.2(d), or the Supplier reasonably
believes that the Customer is about to become subject to any of them.

15. Consequences of termination
15.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's
outstanding unpaid invoices and interest and, in respect of Services and Goods
supplied but for which no invoice has been submitted, the Supplier shall submit
an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables or
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 this Contract.
15.2 Termination of the Contract 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 of the Contract which existed at or before the date of
termination.

15.3 Any provision of the Contract that expressly or by implication is intended to have effect
after termination shall continue in full force and effect.

16. Force majeure
Neither party shall be in breach of the Contract 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
time for performance of such obligations shall be extended accordingly.

17. General
17.1 Assignment and other dealings. The Supplier may at any time assign, mortgage,
charge, subcontract, delegate, declare a trust over or deal in any other manner with any
or all of its rights and obligations under the Contract. The Customer shall not assign,
transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other
manner with any of its rights and obligations under the Contract without the prior written
consent of the Supplier.

17.2 Notices. Any notice given to a party under or in connection with the Contract shall be in
writing and shall be delivered by hand or by pre-paid first-class post or other next working
day delivery service at its registered office (if a company) or its principal place of business
(in any other case); or sent by email to the email address customarily used by the recipient
in relation to the Contract. Any notice shall be deemed to have been received: if delivered
by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class
post or other next working day delivery service, at 9.00 am on the second Business Day
after posting; or 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.

17.3 Severance. 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 or part provision of the Contract
is deemed deleted under this clause 17.3 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.

17.4 Waiver. 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.

17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to,
establish any partnership or joint venture between the parties, constitute either party the
agent of the other, or authorise either party to make or enter into any commitments for or
on behalf of the other party.

17.6 Entire agreement. The Contract constitutes the entire agreement between the parties.
Each party acknowledges that in entering into the Contract it does not rely on any
statement, representation, assurance or warranty (whether made innocently or
negligently) that is not set out in the Contract. Each party agrees that it shall have no claim
for innocent or negligent misrepresentation or negligent misstatement based on any
statement in the Contract.

17.7 Third party rights. 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.
17.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be
effective unless it is agreed in writing and signed by the parties (or their authorised
representatives).

17.9 Governing law and jurisdiction. The Contract and any dispute or claim (including noncontractual 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 and each party irrevocably submits to the exclusive jurisdiction of the courts of
England and Wales.