Client Terms and Conditions

TERMS AND CONDITIONS

1. INTERPRETATION

1.1         All terms defined on the Contract Front Page shall have the same meaning in these Conditions.

1.2         In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or a public holiday) when banksin London are open for business.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time inaccordance with clause 2.8.

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

Control: the ability to direct the affairs of another person, whether by virtue of theownership of shares, contract or otherwise and the expression change of control shall be construed accordingly

Deliverables: the deliverables set out in the Quotation at Annex 5.

Force Majeure Event: has the meaning given to it in clause 16.1(a).

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

Goods Specification: any specification for the Goods, including any relevant plans ordrawings and annexed to the Contract at Annex 2.

Intellectual Property Rights: all patents, rights to inventions, utility models,copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: the Customer's order for the supply of Goods and/or Services, being theCustomer's written acceptance of the Quotation.

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

Service Specification: the description or specification for the Services and annexedto the Contract at Annex 3.

Supplier Materials: has the meaning set out in clause 8.1(g).

System: the filtration system comprising the Goods with the benefit of the Servicesto be located at the Delivery Location.

1.3         Construction. In these Conditions, the following rules apply:

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

• a reference to a party includes its personal representatives, successors or permitted assigns;

• 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;

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

• a reference to writing or written includes faxes but not e-mails.

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         The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4         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 Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.5         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 trade, custom, practice or course of dealing.

2.6         The Quotation shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue, unless otherwise stated.

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

2.8         A Contract once accepted cannot be varied or cancelled except with the consent of both parties in writing and then only on terms which would fully indemnify the Supplier against any loss caused, directly or indirectly by the variation or cancellation.

2.9         The Suppliers employees and agents are not authorised to make any representation concerning Goods or Services.

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

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 and other reasonable professional costs and expenses) suffered or incurred by the Supplier 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 requirements.

4. DELIVERY OF GOODS

4.1         The Supplier shall ensure that if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

4.2         The Supplier shall deliver the Goods to the Delivery Location set out on the Contract Front Page at any time after the Supplier notifies the Customer that the Goods are ready.

4.3         Delivery of the Goods shall be completed on the completion of the unloading of the Goods' at the Delivery Location.

4.4         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 or materials that are relevant to the supply of the Goods.

4.5         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 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 the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction or materials related to the supply of the Goods.

4.6         If the Customer fails to accept or take delivery of the Goods within five Business Days of the Supplier notifying the Customer that the Goods are ready, 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:

• delivery of the Goods shall be deemed to have been completed at 9.00 am on the sixth Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

• the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7         If seven Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may 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.

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

5. PERFORMANCE, QUALITY AND MAINTENANCE

5.1         Goods are designed for the performance specified in the Contract. Where the performance specified in the Contract is based upon information provided by the Customer, the Supplier is entitled to assume that this is accurate and trustworthy. It shall not be incumbent upon the Supplier to check or confirm this information, unless it is agreed in writing by the Supplier that it will do so. Failure to achieve the specified performance shall be notified to the Supplier in writing who shall be afforded a reasonable time and opportunity to investigate the cause of the failure, and to recommend remedial action to be taken.

5.2         The Supplier warrants that for a period of 12 months from the date of successful commissioning of the Goods provided that commissioning takes place within the timelines specified in the Project Plan set out in Annex 4, the Goods shall:

• conform in material respects with the Goods Specification; and

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

5.3         To the extent that the benefit of any warranties made by the manufacturer of the Goods can be assigned to the Customer, the Supplier shall, if requested by the Customer and at cost of the Customer, assign them to the Customer.

5.4         Subject to clause 5.10 the Supplier shall at its option, repair or replace the defective

Goods or refund the price of the defective Goods in full if:

• the Customer gives written notice during the warranty period and within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.2; and

• the Supplier is given a reasonable opportunity of examining such Goods.

5.5         Noise data in respect of motors, fan units and other components which are supplied to the Supplier and form part of the Goods is presented in good faith and comprises information given to the Supplier by suppliers of such components. The Supplier does not accept liability for any error or misdescription in such information.

5.6         Performance tests if required shall be carried out on site by or in the presence of the Supplier’s engineer. Such test shall be in accordance with a test procedure to be mutually agreed before the tests take place. Materials tests shall, where practicable, be made at the Supplier’s premises. All tests shall be at the cost of the Customer.

5.7         If any Goods or Services shall fail to pass any such test, then the Supplier shall either rectify the issue or replace the affected Goods and shall repeat the test until the affected Goods and/or Services shall pass the test to the reasonable satisfaction of the Customer.

5.8         Without prejudice to the warranty set out in clause 5.2, the useful life of the filters installed by the Supplier is largely dependent on the use to which the same are put and can be materially shortened by any misuse or overloading of the System. The Supplier shall not be liable for any deterioration in any filter unless:-

• the System has at all times been used in accordance with the oral or written instructions supplied by the Supplier.

• the deterioration in the filter occurs within 1 year of the filter being despatched and is due to faulty materials or faulty workmanship. The Supplier shall only be liable for such defective filters or any parts thereof if they are promptly returned to the Supplier’s premises or made available for immediate inspection at the Supplier’s option.

5.9         Notwithstanding the warranty set out in clause 5.2, in respect of fans, motors, bags, cages or other Goods not of the Supplier’s manufacture, the Supplier will give the Customer a guarantee equivalent to the guarantee (if any) which the Supplier has received from the suppliers of such Goods, but not so as to impose on the Supplier in respect of such Goods a liability greater than that assumed by the Supplier under the terms of the Contract.

5.10       The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 5.2 if:

• the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

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

• the defect arises as a result of the Supplier adopting or using any drawing, design or Goods Specification supplied by the Customer;

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

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

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

5.11       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 5.2

5.12       This clause 5 shall survive the termination of the contract.

6. TITLE AND RISK

6.1         The risk in the Goods shall pass to the Customer on completion of delivery to the Delivery Location. The Customer shall be responsible for insuring all of its property and that of its affiliates on or adjacent to the Delivery Location against all normal risks that would normally be insured against, bearing in mind the nature of the Customer’s business and the nature of the installation.

6.2         Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or in cleared funds) for the Goods and any other goods or Services that the Supplier has provided to the Customer in respect of which payment has become due.

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

• hold the Goods on a fiduciary basis as the Supplier's bailee;

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

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

• 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;

• notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1(c) to clause 14.1(n); and

• give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.4         If the Customer sells or transfers the Goods to a third party before legal and beneficial title has passed to it under these Conditions, the proceeds of the sub-sale or transfer (or such proportion as is due to the Supplier) shall be held by the Customer on behalf of the Supplier. The Customer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on the Supplier’s behalf are identified as such.

6.5         If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.1(c) to clause 14.1(n), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods 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.

6.6         If before property in the Goods passes to the Customer and the Goods are altered or other goods become attached to the Goods or if any part of the Goods is replaced, such other goods or replacement parts shall accede to and form part of the Goods and such attachment and placement shall not affect the Supplier’s title as absolute owner of the Goods.

6.7         The Supplier may, in accordance with the provisions of the Companies Act 2006 register any charge created by these Conditions.

7. SUPPLY OF SERVICES

7.1         The Supplier shall provide 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 specified performance dates for the Services specified in but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services, unless otherwise agreed in writing.

7.3         The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law 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.

8. CUSTOMER'S OBLIGATIONS

8.1         The Customer shall:

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

• co-operate with the Supplier in all matters relating to the Services including providing free, safe and continued access to site without disruption or delay for the period of delivery of the Services;

• supply (free of charge) suitable lighting and power supply and if required, lifting equipment and scaffolding;

• carry out all building work, including the provision of suitable access and foundations and for connecting up to the electrical supply or any other required service;

• otherwise prepare the Delivery Location in accordance with the Supplier’s instructions for commissioning; and

• procure that all other relevant contractors specified by the Supplier are at the Delivery Location on the date agreed for commissioning and that such contractors will co-operate with the Supplier in connection with the commissioning of the System

• 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;

• 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 all material respects;

• 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;

• keep and maintain 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

8.2         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):

• the Supplier shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

• 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

• 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.

for the purposes of this clause 8.2 a Customer Default shall include but not be limited to the Customer missing project timescales or milestones, including lack of readiness by the Customer to receive goods or services on site, inability of the Supplier (through no fault of its own) to interface with other supplier’s equipment or facilities, additional storage costs caused by retention of materials due to the fact that the Customer is not in a position to receive the same and delays in receiving information from the Customer which impacts on the ability of the Supplier to perform any of its obligations in respect of the Services.

9. PROJECT PLAN

9.1         Both parties shall perform their obligations under this agreement in accordance with the Project Plan.

10. CHARGES AND PAYMENT

10.1       The price for Goods shall be the price set out in the Quotation. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods unless otherwise stated.

10.2       All prices are ex works unless otherwise agreed and do not unless expressly stated include VAT or other sales tax which the Customer shall be liable to pay in addition.

10.3       Unless otherwise agreed in the Contract the charges for Services shall be on a time and materials basis and shall be calculated in accordance with the Supplier’s daily fee rates.

10.4       The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the Supplier in connection with any Services and not otherwise provided for in the Quotation including but not limited to travelling expenses, hotel costs, subsistence and other associated expenses and for the cost of services provided by third parties and required for the performance of the Services and for the cost of any materials.

10.5       The Supplier reserves the right to increase the price of the Goods, by giving 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:

• any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

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

• 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.

10.6       Payment shall be made by stage payments at the intervals in the amounts set out in the Contract. The Supplier shall invoice the Customer for each stage payment at the stages so specified or agreed and time for payment shall be of the essence of the Contract.

10.7       The Customer shall pay each invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence

10.8       Notwithstanding the provisions of clause 10.7, payment shall become due to the Supplier immediately upon receipt by the Customer of payment for the Goods from any third party purchaser.

10.9       Credit terms may be granted (in the absolute discretion of the Supplier) subject to satisfactory trade references and the acceptance of each account by the insurance company underwriting the Supplier’s trade debtors. Unless otherwise stated, either in the Quotation or correspondence, terms of payment are in accordance with clause 10.

10.10    Payment should be made at the nominated branch of the Supplier’s bankers in the UK in sterling or at such other place and in such other currency as the Supplier may direct.

10.11    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.

10.12    Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to:

• charge interest on the overdue amount at the rate of 8 per cent per annum above the then current Bank of England Plc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly;

• suspend all further deliveries of the Goods or performance of the Services until the date of actual payment of the overdue amount; and

• demand immediate payment of all other instalments under the Contract whether then due for payment or not.

10.13    The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

11. INTELLECTUAL PROPERTY RIGHTS

11.1       All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.

11.2   The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

11.3       All Supplier Materials are the exclusive property of the Supplier.

11.4       Technical drawings, plans and specifications forming part of the Supplier Materials are supplied under the express condition that they are not reproduced nor communicated to any other person in whole or in part. None of the information contained in any such technical drawings, plans and specifications shall be used for any purpose other than in connection with this Contract without the written consent of the Supplier. This clause shall survive the termination of the contract.

12. CONFIDENTIALITY

12.1       A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and which have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, together with any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain.

12.2       The Receiving Party may disclose the Disclosing Party’s confidential information:

• to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract. The Receiving Party shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party;

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

12.3       Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

12.4       This clause 12 shall apply during the contract and for a period of [five] years after completion of the Services or termination of the Contract.

13. LIMITATION OF LIABILITY

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

13.1       Nothing in these Conditions shall limit or exclude the Supplier's liability for:

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

• fraud or fraudulent misrepresentation;

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

• breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

• defective products under the Consumer Protection Act 1987.

13.2       Subject to clause 13.1:

• the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• loss of profits;

• loss of sales or business;

• loss of agreements or contracts;

• loss of anticipated savings;

• loss of use or corruption of software, data or information;

• loss of or damage to goodwill; and

• any indirect or consequential loss.

• the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price payable under the Contract, but only if not replaced or repaired.

13.3       Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

13.4       This clause 13 shall survive termination of the Contract.

14. TERMINATION

14.1       Without limiting its other rights or remedies, the Supplier may terminate the

Contract with immediate effect by giving written notice to the Customer if:

• the Customer fails to pay any amount due under the contract on the due date for payment;

• the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;

• the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

• the Customer party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

• a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of that Customer;

• the Customer (being an individual) is the subject of a bankruptcy petition or order;

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

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

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

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

• any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1(c) to clause 14.1(j) (inclusive);

• the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

• the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation; or

• there is a change of Control of the Customer.

14.2       Without limiting its other rights or remedies, the Supplier shall have the right to 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 this Contract on the due date for payment; or

• the Customer becomes subject to any of the events listed in clause 14.1(c) to clause 14.1(n), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

15. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

• 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 submit an invoice, which shall be payable by the Customer immediately on receipt;

• the Customer shall return all of the Supplier Materials and any 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;

• the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

• clauses which expressly or by implication have effect after termination shall continue in full force and effect.

16.      General

16.1       Force majeure:

• For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, high winds or default of suppliers or subcontractors.

• The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

• If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than three weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

16.2       Assignment and subcontracting:

• The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

• The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

16.3       Notices:

• Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing in the English language 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 fax to the other party's main fax number.

• Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address or, if sent by prepaid first-class post or recorded delivery, at 9.00 am 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 fax, on the next Business Day after transmission.

• This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action.

16.4       Waiver and cumulative remedies:

• A waiver of any right or remedy under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

• Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.

16.5       Severance:

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

• If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16.6       No partnership: Nothing in the Contract 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.

16.7       Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.8       If any dispute arises in connection with the Contract, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 28 days of notice of the dispute, the mediator will be nominated by CEDR

16.9       Governing law and jurisdiction: This Contract, and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.