Terms & Conditions of Sale:

1. Definitions
   1. “Company” means ISG technology Limited and any of its subsidiary or associated companies.
   2. “Purchaser” means the person, firm or company to be supplied with the services by the Company.
   3. “Services” means the provision of installation, equipment and/or other services to be carried out pursuant to the Contract including any changes made to these works in accordance with the Contract and referred to in clause 9 herein
   4. “Installation” means the installation of material, equipment and other items pursuant to the Contract.
   5. “Order” means the order issued by or on behalf of the Purchaser to the Company for the performance of the Services.
   6. “Contract” means the Contract for the provision of Services made between the Company and the Purchaser to which these Conditions apply.
   7. “Site” means the site where the Services are to be carried out
2. Conditions Applicable

   These Conditions shall apply to all contracts for the Services by the Company and shall prevail over any inconsistent terms or conditions referred to in the Purchaser’s order or in correspondence or elsewhere unless specifically agreed to in writing by an authorised representative of the Company and any conditions or stipulations to the contrary are hereby excluded or extinguished.

3. Quotation

   A quotation by the Company does not constitute an offer and the Company reserves the right to withdraw or amend the quotation at any time prior to the Company’s acceptance of the Purchaser’s Order.

4. Price
   1. Unless the prices quoted are stated to be fixed the Company shall have the right at any time to alter the prices to take account of any errors or omissions.
   2. The Company reserves the right to increase the agreed price of the Services at any time between the date of the Company’s acceptance of the Order and the date of the performance of the Services to take account of increases in costs including (without limitation) costs relating to labour, materials, exchange rates, transport and taxes and/or to take account of increase of costs due to the act or default of the Purchaser including (without limitation) cancellation by the Purchaser of part of any Order.
   3. Quoted prices are exclusive of Value Added Tax which shall be due at the rate applicable on the date of the Company’s invoice.
5. Terms of Payment
   1. Unless otherwise agreed in writing, payment of invoices shall be made in full without any deduction or set-off within 30 days of the date of invoice of the Services.
   2. In the event the Purchaser disputes all or part of any invoice submitted by the Company, the Purchaser shall return the invoice together with a notice setting out reasons for withholding payment within 14 days of the date of the invoice. If no such notice is received within the prescribed time, the invoice is deemed to be correct and payable in full. Any undisputed parts of the invoice is payable as in clause 5-a above.
   3. Any extension of credit allowed to the Purchaser may be changed or withdrawn at any time.
   4. The Company shall have the right to charge on overdue accounts at the rate of 5% above the National Westminster Bank plc base rate from time to time to run from the due date of payment thereof until receipt by the Company of the full amount.
   5. If in the opinion of the Company the credit worthiness of the Purchaser shall have deteriorated, the Company may require full or partial payment of the Price prior to completion of the Services or the provision for security of payment by the Purchaser in a form acceptable to the Company in order to proceed with the Services.
   6. In the event that the Purchaser fails to make full payment of any accounts within the due dates, the Company has the right, without prejudice to any other rights it may have, and without liability to stop all Services pending payment or to terminate the Contract in its entirety by giving the Purchaser 7 days notice in writing. The Purchaser will be liable to reimburse the Company for the cost of suspension and remobilisation should Services be resumed.
6. Delivery
   1. Time not being of the essence of the Contract delivery dates of the Services mentioned in any quotation or acceptance form or elsewhere are approximate only and not of any contractual effect. The Company shall not be under any liability to the Purchaser in respect of any delay due to conditions beyond its control including (without limitation) inclement weather, illness, inability to gain access to the Site and delays caused and/or contributed to by the Purchaser and/or its agents or other sub-contractors. In the event of total failure to deliver any Services due to the Company’s fault, the liability of the Company shall be limited to the value of such Services referred to in the relevant invoice, quotation or as otherwise specified in the Contract.
   2. If the Purchaser refuses or is unable to accept delivery of materials and equipment at the time when they are due and ready for delivery, the Company shall be entitled to store at the risk of the Purchaser those items and the Purchaser shall pay all costs of such storage and any additional costs or carriage incurred as a result of such refusal or failure. The Company shall be entitled to dispose of the goods after 3 months from the due delivery date.
7. Title and Risk
   1. All installation materials, items and associated equipment shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Purchaser shall have paid to the Company the agreed price.
   2. Until such payment the Purchaser or any third party shall be in possession of the materials, items and equipment solely as bailee for the Company and in a fiduciary capacity and the Purchaser shall store any unfixed materials, items and equipment in such a way as to enable them to be identified as the property of the Company.
   3. The Company may revoke the Purchaser’s power of sale or right to hand over Installation or equipment to any third party by giving the Purchaser notice in writing if the Purchaser is in default of payment of any sums due to the Company by more than 14 days or if the Company has bona fide doubts as to the Purchaser’s solvency.
   4. If the Purchaser enters into a Deed of Arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order or winding up order is made against the Purchaser or if a receiver shall be appointed any of the assets or undertaking f the Purchaser or the Purchaser going into voluntary liquidation, the Purchaser’s rights of resale or hand-over of Installation or equipment to any third party shall automatically cease.
   5. Upon determination of the Purchaser’s power of sale or hand-over to any third party the Purchaser shall place the installation items, materials or equipment at the disposal of the Company who may enter onto any of the Purchaser’s or third party premises to retake full possession.
   6. The Company reserves the immediate right of repossession of any materials, items or equipment to which it has retained title as aforesaid and thereafter to resell the same and for this purpose the Purchaser hereby grants an irrevocable right and licence to the Company’s employees and agents to enter upon all or any of its premises with or without vehicles during normal business hours. The right shall continue to subsist notwithstanding the termination of the Contract for any reason but without prejudice to any accrued right of the Company thereunder or otherwise.
8. Damage or Loss in Transit
   1. Where delivery of materials, items and equipment is effected by the Company or any carrier acting on behalf of the Company, the Company will not be liable for any damage or loss in transit, unless written notice of the damage or loss is given to the carrier and to the Company, in the case of damage, within 3 days of receipt of the said items and in the case of loss, within 14 days of despatch of the items.
   2. Where delivery of the said items is effected by collection from the Company’s premises by the Purchaser or any carrier acting on behalf of the Purchaser, the Company shall not in any circumstances be liable for any damage to or loss of such items in transit.
9. Variations
   1. Variations are changes, modifications, additions or omissions made to the Contract Services upon the order of the Purchaser. The variation orders should be in writing but in the event that variation orders given by the Purchaser are verbal only, all those works relating to the variation orders will be noted in writing by the Company and submitted to the Purchaser and these notes will constitute conclusive evidence that the variation works were ordered by the Purchaser and were carried out by the Company.
   2. The price for the Variations is to be agreed by the Company and the Purchaser. In the event that no price was agreed, the Company shall value the price of the Variations on a fair and reasonable basis, using where relevant prices in the quotation and such valuation shall include direct loss and/or expense incurred by the Company due to the regular progress of the Services being affected by the compliance with such Variation orders. The Company shall raise appropriate invoices and the Purchaser is liable to make full payment in accordance with clause 5 herein.
10. Warranty
    1. In respect of all materials, items and equipment supplied by the Company, the Company will ensure the Purchaser receives the benefit of any guarantee or warranty that may have been given to the Company by a third party manufacturer or supplier.
    2. The Company will on request supply to the Purchaser (insofar as possible) details of the terms and conditions of any such guarantee or warranty but the Purchaser shall be responsible for instructing itself on the terms of the same and ensuring full compliance with the terms thereof.
    3. The Purchaser shall ensure that the materials, items and equipment are properly serviced, maintained and operated in accordance with the Company’s recommendations (and any guarantee or warranty of the manufacturer or supplier) and are not fitted or used with any parts, accessories or ancillary equipment other than those recommended by the Company or stated by the Company to be suitable.
    4. During the period of any warranty referred to in conditions 10-a and 10-b neither the Purchaser nor any third party on behalf of or for the Purchaser shall attempt to remedy any defect or to dismantle or otherwise tamper in any way with the materials, items and equipment except in accordance with specific instructions, directions and/or requests of the Company.
11. Liability
    1. The Company will carry out the Services in proper workmanlike manner and with reasonable skill and care in compliance with Contract documents, Company’s quotation and agreed specifications using materials of the quality and standard specified.
    2. The Company shall not be liable for any delay and/or prolongation of the Contract duration if the delay is not caused by any fault of the Company. The Purchaser will indemnify the Company for any loss and damage including (without limitation) increased cost of materials and wasted labour costs incurred due to any delay in the progress of the Services which are caused and/or contributed to by the Purchaser, its servants, agents or other sub-contractors.
    3. The Purchaser will be liable to reimburse the Company for any loss and expense incurred caused by matters affecting the regular progress of the Services including but not limited to the following:
       • the Company not having received in due time necessary instructions, drawings or details from the Purchaser or its agents;
       • the execution of other work by the Purchaser itself or by persons, firms or companies employed or otherwise engaged directly or indirectly by the Purchaser such as its other sub-contractors or the failure to execute such works;
       • the supply by the Purchaser or by persons, firms or companies employed or otherwise engaged directly or indirectly or nominated by the Purchaser of materials, equipment and other items which the Purchaser has agreed to provide for the Services or the failure to supply;
       • failure of the Purchaser to give in due time access to the Site;
       • variations ordered by the Purchaser as referred to in condition 9;
       • suspension of the Works as referred to in condition 5-f.
    4. The provisions of Conditions 11-b and 11-c are without prejudice to any other rights and remedies which the Company may possess.
    5. The Company’s aggregate liability to the Purchaser whether for negligence, breach of Contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered Services, materials, items and equipment which give rise to such liability, as determined by the net price invoiced to the Purchaser in respect of any occurrence or series of occurrences.
    6. All conditions, warranties or representations expressed or implied by statute, common law or otherwise in relation to the Services, materials, items and equipment are hereby excluded. Furthermore the Company shall be under no liability to the Purchaser for any loss, damage or injury direct or indirect resulting from defective materials, faulty workmanship or otherwise howsoever arising out of the Contract and whether or not caused by the negligence of the Company its servants or agents save that the Company shall accept liability for death or personal injury caused by the negligence of the Company.
    7. The Company shall make every effort to ensure the accuracy of technical data relating to materials and equipment but the Company shall be under no liability to the Purchaser for any loss, damage or injury direct or indirect from any error or omission in such technical data whether or not caused by the negligence of the Company, its servants or agents save that the Company shall accept liability for death or personal injury caused by the negligence of the Company.
12. Specifications by the Purchaser

    The Purchaser shall indemnify and keep indemnified the Company against all claims, costs, damages and expenses incurred by or for which the Company may become liable as a direct or indirect result of the carrying out of the Services required to be done on or to the materials, items and equipment in accordance with the requirements or specifications of the Purchaser or its agents involving any infringement or claim of infringement of any intellectual property rights vested in another person, firm or company.

13. Force Majeure
    1. The Company shall not be liable to the Purchaser for any loss or damage which may be suffered by the Purchaser as a direct or indirect result of the provision of the Services, materials, items and equipment by the Company being prevented, hindered or delayed by reason of any force majeure circumstances.
    2. In this condition “force majeure circumstances” shall include any act of God, riot, strike, lock-out, currency restrictions, trade dispute or labour disturbances, accident breakdown of plant or machinery, fire, flood, difficulty in obtaining workmen, material or transport or other circumstances whatsoever outside the control of the Company affecting the provision of the Services and materials, items and equipment therefore by the Company’s usual source of supply or the manufacturer of the materials, items and equipment by the Company’s normal means or the delivery of the materials, items and equipment by the Company’s normal route or means of delivery.
14. Termination
    1. If the Purchaser enters into a Deed of Arrangement or commits an act of bankruptcy or compounds with his creditors or if a Receiving Order is made against him or (being a company) it shall pass a resolution or the Court shall make an order that the Purchaser shall be wound up (otherwise than for the purpose of amalgamation or reconstruction) or if a receiver shall be appointed of any of the assets or undertaking of the Purchaser or its circumstances shall arise which shall entitle the Court or a creditor to appoint a receiver or manager or which entitles the Court to make a Winding Up Order or if the Purchaser takes or suffers any similar action in consequences of the debt or commits any breach of any part of this or any other Contract between the Company and the Purchaser, the Company may stop any works and suspend further works and by notice in writing to the Purchaser may forthwith determine the Contract without liability upon its part and without prejudice to any other rights which it may have.
    2. In the event of termination of the Contract by the Purchaser the Purchaser must give the Company 30 days notice in writing with reasons for the termination. In the event of termination of the Contract by the Purchaser or by expiry, the Company is to be paid by the Purchaser for all works completed and for other direct loss and expenses incurred as a result of the termination.
15. Waiver

    The failure on the part of either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise by enforcement thereof at any time or times thereafter.

16. Notices

    Any notice required to be given hereunder in writing shall be deemed to have been duly given if by pre-paid first class post or hand delivered addressed to the parties concerned at its principal place of business or last known address.

17. Third Party Rights

    Nothing in the Contract shall confer any rights to any third party and for the avoidance of doubt any rights conferred on third parties pursuant to the Contract’s (Rights of Parties) Act 1999 or any other legislation are hereby expressly excluded.

18. Severability

    If any of the provisions of the Contract shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Contract but rather the entire Contract shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of each party shall be construed and enforced accordingly. However, in the event of such provision being considered an essential element of this Contract, the parties shall promptly negotiate in good faith a replacement thereof.

19. Governing Law

    The Contract shall be governed by English law.

20. Entire Agreement

    The Contract contains the entire understanding and agreement between the Company and the Purchaser in respect of the subject matter of the Contract and supersedes all prior oral or written communication, undertakings and any practice or course of dealing applying between the Company and the Purchaser. It may not be amended except in writing signed by the authorised representatives of both the Company and the Purchaser.

Terms & Conditions of Purchase:

1. Definitions
   1. “Company” means ISG technology Limited or any of its subsidiary or associated companies.
   2. “Conditions” means these terms and conditions for the purchase of products and/or services which are incorporated into and form part of the Purchase Order.
   3. “Products” means the products, goods or items which are the subject of the Contract to include variations referred to in Condition 3.2 herein and which may (without limitation) comprise or include Software.
   4. “Order” means the purchase order issued by the Company in its official standard form signed by an authorised representative.
   5. “Seller” means the person, firm or company referred to on the face of the purchase order with whom the Contract is made.
   6. “Services” means work and/or services which are the subject of the Contract to include variations referred to in condition 3.2 herein and which may (without limitation) comprise, include or relate to Software.
   7. “Software” means the software items which are comprised or included in or related to the Products and/or Services which are the subject of the Contract.
   8. “Contract” means the contract between the Seller and the Company for the purchase of the Products and/or Services specified in the Contract Documents.
   9. “Contract Documents” means the Seller’s quotation, the Company’s Purchase Order including the Conditions, the Seller’s acceptance thereof together with the documents referred to therein.
2. Application

   The Conditions shall apply to and be incorporated into the Contract. Any offer by the Seller and/or acceptance of a Purchase Order by the Seller shall be deemed to constitute an acceptance of and agreement to comply with the Conditions. Neither the Conditions nor the Purchase Order shall be capable of amendment except with the written agreement of the Company.

3. Variations
   1. Neither the Company nor the Seller shall be bound by any variation, waiver of, or addition to these Conditions except as agreed by both parties in writing and signed on their behalf.
   2. The Company may issue instructions requiring a variation to the Order. Any such variation instruction must be in writing and signed by an authorised representative of the Company to be binding on the Company. No such instruction shall vitiate the Contract. If any such variation causes a material change in the price or performance time of the contract then an appropriate reasonable adjustment shall be made as reasonably necessary to the price and/or delivery date. Any request by the Seller for any such adjustment must be made in writing within 14 days from receipt of the variation instruction from the Company or it shall be deemed waived.
4. Price
   1. The Price specified in the Order or agreed by the Company shall be firm and may not be altered without the Company’s written agreement. Unless otherwise agreed, the Price is deemed to include periphery and all other charges.
   2. The Company may set off against the Price (including any applicable VAT payable) amounts due from the Seller whether under the applicable Contract of Sale or otherwise.
5. Conformity and Statutory Requirements
   1. All Products and Services shall conform as regards quantity, quality and description with all the particulars and specification stated in the Contract Documents and shall be of satisfactory quality, fit for the intended use expressly or impliedly made known to the Seller and shall be free from defect. If samples, drawings, descriptions and specifications are provided or performance standards quoted, the Products and Services shall conform in all respects with such samples, drawings, specifications and/or performance standards. The Products and Services shall comply with all appropriate British Standards or equipment best industry standard. The Services shall be carried out in accordance with the specification in the Contract in a good and workmanlike manner by properly qualified and experienced personnel and conform to the best industry standards.
   2. The Seller warrants that the design, construction, quality or performance of the Products and Services comply in all respects with all the relevant requirements of any statute, statutory rules or order, regulations bye-laws and EEC directives or other instrument having the force of law which may be in force at the time when the same are supplied.
   3. It is a condition of this Contract that all Products and Services supplied shall conform with the requirements of the Health & Safely At Work Act 1974 and all relevant UK safety codes and standards which may be applicable to all works in which the Seller is involved.
   4. The Seller undertakes to supply full operating and maintenance instructions or to make such information available to the Company upon request.
   5. Testing, inspection and acceptance by the Company or the end user shall not be deemed a waiver of the Seller’s obligation pursuant to this condition 5.
   6. This condition 5 shall include and apply to any replacement, repair, substitute or remedial Product or substituted or remedial Services provided by the Seller.
6. Inspection and Right of Rejection
   1. The Seller warrants that it has inspected and tested the Products for compliance with all the requirements of the Contract prior to delivery and shall, if requested, supply the Company with certificates of origin and/or testing. Such certificates must state the Company’s order numbers together with any item numbers. If the Products and/or Services do not comply with the Contract requirements, the Company shall have the right to reject the same after delivery and without prejudice to its other rights, by giving notice of rejection to the Seller within a reasonable time. The rejected Products will be returned to the Seller at the Seller’s own risk and expense whereupon the Seller shall forthwith at the Company’s option, replace or repair as appropriate such rejected Products and remedy any rejected Services in order that they comply with all the requirements of the Contract or repay the relevant price, together with any costs of transportation and packing to the Company. Any remedial works carried out in respect of rejected Products and Services are to be carried out without cost to the Company.
   2. The Company shall also have the option (without prejudice to its other rights) at its discretion to carry out the repairs of any rejected Products and/or to remedy rejected Services. In such instances the Seller shall fully indemnify the Company for its loss and expense incurred. The Seller shall keep in stock sufficient spare parts for the Products together with all relevant technical data and documentation and make the same available to the Company on request in order that the Company may repair any rejected Products or remedy any rejected Services. The cost of the spare parts will be credited to the Seller against the Company’s claim for the said loss and expense.
   3. The Company reserves the right, after giving reasonable notice, to view the Products in storage at the Seller’s premises.
   4. Where the Seller repairs or replaces Products or Services under these conditions, this Condition 6 shall apply to the repaired or replaced Products or Services.
7. Delivery
   1. Time is and shall remain of the essence of this contract for delivery and performance and shall be in strict accordance with the time scale specified or agreed by the Company.
   2. Delivery shall be deemed to be made on receipt of the Products by the Company in accordance with the terms of the Contract. The Products shall be delivered on the dates and at the rates and at the places specified in the Contract. Delivery may be made directly to the Company’s end user if so specified on the Order. The Company, acting reasonably, may delay or alter such dates, rates and places upon giving the Seller reasonable notice in writing of such alterations.
   3. The Seller shall ensure that all Products are marked in accordance with the provisions of the Contract and instructions of the Company. Products shall be packed in such a manner as to reach the places of delivery undamaged and in good condition and carriage paid at the Seller’s risk. The Seller shall provide in respect of each consignment of Products a Packaging Note detailing the Company’s order number, description, code number (if any) and the quantity of Products supplied.
   4. At the Company’s request the Seller will prepare a Production Schedule to meet the agreed delivery date(s) to be supplied by the Seller within 10 working days (or such other time as may be agreed) of receipt of the Company’s Purchase Order or a request from the Company for such schedule. The Production Schedule shall, at the Company’s request, include the number of weeks required to prepare drawings, the number of weeks required to purchase and have available all materials; a fabrication schedule, showing the number of weeks required for each of the various operations to complete the Products and/or Services (including testing). From time to time during the performance of the Contract as may be reasonably required by the Company the Production Schedule will be brought up to date and will show the proportion of completion in each of the sections of the Schedule.
   5. The Product shall be at the risk of the Seller until delivery to the Company as aforesaid.
   6. If the Seller fails to deliver in accordance with the Contract the Company may cancel the Order or any part of it and will be entitled to claim from the Seller any loss and damage arising there from including but not limited to any additional costs and expense in purchasing substitute Products or Services elsewhere.
8. Storage
   1. If for any reason the Company is unable to accept delivery of Products at the time when the Products are due and ready for delivery, the Seller shall, at the Company’s request if the Seller’s storage facilities permit, store such Products, safeguard them and take all reasonable steps to prevent their deterioration until their actual delivery and the Company shall be liable to the Seller for the reasonable cost (including insurance) of its so doing.
   2. If the Seller postpones delivery at the request of the Company pursuant to condition 8.1 hereof, title in the Products shall pass to the Company 7 days after the receipt of notification from the Seller that the Products are due and ready for delivery or on such date as may be agreed, but the Products shall nevertheless remain at the Seller’s risk until delivery has been completed.
9. Title
   1. The Seller warrants that it has good title in the Products and that it will transfer such title as it may have in the Products to the Company upon delivery in accordance with the Contract, without prejudice to any right of rejection to which the Company may be entitled under conditions 6 and 7 hereof.
   2. The Seller acknowledges that the Products and Services may be resold onto a third party by the Company and warrant that the Company will be able to transfer good title to the said third party. Condition 9 hereof is without prejudice to condition 11 in respect of software.
10. Marked Products

    Products marked with any mark used or owned by the Company or its customers shall not be disposed of to any third party without the prior written consent of the Company and then such markings shall be first erased or removed to the satisfaction of the Company prior to any such disposal.

11. Software
    1. For those Products and Services comprising Software in whole or part, the Seller acknowledges that the Company may sell the same onto third parties in addition or instead of for its own internal use and the Seller warrants that it has good title to licence the Software to the Company and the said third parties and hereby grants a licence for the term stated in the Contract or (in the absence of such stated term) a perpetual licence for the Software for use with its accompanying hardware or where there is no accompanying hardware then on such hardware as the Company or the third party shall install. The Seller agrees that the Company shall be at full liberty to market and resell the Software and any accompanying hardware whether alone or as part of a package.
    2. The Seller hereby undertakes to supply the Company with all of the Software pursuant to the Contract and to allow the Company to copy all relevant updates to those of its customers holding an original copy version. The Seller shall provide the Company with such technical advice assistance data and documentation, including source code where necessary, to enable the Company to maintain the Software if it so wishes.
12. Payment

    When the Products are received by the Company or (in the case of Services) when the Services are completed in accordance with the Contract, the Seller shall send to the Company a detailed invoice stating the Purchase Order and Products or Services reference number. Unless otherwise stated in the Contract, payment of invoices shall be made on the first cheque run after the end of the month following the month of the date of invoice.

13. Confidentiality
    1. The Seller accepts that all documentation and other information supplied by the Company pursuant to the Contract are regarded as confidential information and the Seller shall not without the prior written consent of the Company (such consent not to be unreasonably withheld) use (other than for the purposes of carrying out the Contract), or disclose the same or any part thereof to any persons other than those employees, servants or agents of the Seller who need to know for the purposes of carrying out the Contract. The Seller will ensure that its employees, servants or agents are informed of the provisions of this Condition and that such employees, servants or agents shall be bound by the terms hereof in the same way as the Seller. The Seller shall fully indemnify the Company against any breach of this Condition, whether by itself, its employees, servants or agents.
    2. The Seller shall not without the Company’s prior written consent advertise or otherwise make known that the Seller supplies or has supplied Products or Services to the Company.
14. Equipment and Other Facilities

    Any notice required to be given hereunder in writing shall be deemed to have been duly given if by pre-paid first class post or hand delivered addressed to the parties concerned at its principal place of business or last known address.

15. Warranty

    Without prejudice to the Company’s rights under the Contact and relevant legislation, the Seller warrants the Products and Services against defects (other than those arising from a design furnished by the Company) for a period of 12 months (or as may be otherwise stated in the Contract) from the date of delivery of any Product or the completion of any of the Services or from the date of delivery of any defective Product repaired or replaced or the completion of remedial Services under the provisions of Condition 6. Breach of the warranty in this Condition shall, without prejudice to its other rights, entitle the Company to suspend further Orders or terminate the Contract and claim damages, costs and expenses from the Seller.

16. Indemnity

    The Seller shall fully indemnify the Company against any claims, liability, actions, damages, costs or expenses:

    1. In respect of any alleged or actual infringement of any intellectual property right including but not limited to patents, copyright, trade marks, service marks, registered design rights or other third party rights by the sale or use of any part of the Products or the provision of Services by the Seller. The Seller shall at its own cost defend or settle all such claims or actions and proceedings brought or threatened to be brought against the Company.
    2. Incurred by the Company or for which the Company may be liable as a result of the Seller’s failure to perform its obligations under the Contract.
    3. Resulting from death, injury, loss or damage to persons or property caused or contributed to by negligence, act or omission or default of the Seller, its employees, sub-contractors or their representatives, servants or agents.
17. Assignment and Sub-Contracting

    No work or obligations under the Contract shall be sub-contracted or assigned by the Seller without the prior written authority of the Company. Any attempt to assign the agreement without consent shall be null and void. Approved sub-contractors in connection with the Contract shall be placed subject to the same terms and conditions as the Contract.

18. Termination
    1. If the Seller enters into a Deed of Arrangement or commits an act of bankruptcy or compounds with his creditors or if a Receiving Order is made against him or (being a company) it shall pass a resolution or the Court shall make an order that the Seller shall be wound up (otherwise than for the purpose of amalgamation or reconstruction) or if a receiver shall be appointed of any of the assets or undertaking of the Seller or its circumstances shall arise which shall entitle the Court or a creditor to appoint a receiver or manager or which entitles the Court to make a Winding Up Order or if the Seller takes or suffers any similar action in consequences of the debt or commits any breach of any part of this or any other Contract between the Company and the Seller, the Company may stop any Orders and suspend further Orders and by notice in writing to the Seller may forthwith determine the Contract without liability upon its part and without prejudice to any other rights which it may have.
    2. The parties may terminate the Contract by giving 30 days’ notice in writing with reasons for the termination to the other party. In the event of termination of the Contract by the Company or by expiry, the Company shall pay to the Seller (after deducting any sums due from the Seller to the Company) for all Products delivered and Services completed in accordance with the Contract. In the event of termination by the Seller The Company is entitled to claim any direct loss incurred such as any additional cost of purchasing the Products and Services elsewhere.
19. Force Majeure
    1. Neither party will be liable to the Seller for delay or failure in performing obligations if the delay or failure resulted by reason of any force majeure circumstances.
    2. In this condition “force majeure circumstances” shall include any act of God, riot, strike, lock-out, currency restrictions, trade dispute or labour disturbances, accident breakdown of plant or machinery, fire, flood, transport problems or other circumstances whatsoever outside the control of the Company affecting the provision of the Products and Services.
20. Waiver

    The failure on the part of either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right.

21. Invalidity

    If any of the provisions of the Contract shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Contract but rather the entire Contract shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of each party shall be construed and enforced accordingly. However, in the event of such provision being considered an essential element of this Contract, the parties shall promptly negotiate in good faith a replacement thereof.

22. Entire Agreement

    The Contract contains the entire understanding and agreement between the Company and the Seller in respect of the subject matter of the Contract and supersedes all prior oral or written communication, undertakings and any practice or course of dealing applying between the Company and the Seller. It may not be amended except in writing signed by the authorised representatives of both the Company and the Seller.

23. Governing Law

    The Contract shall be governed by English law.

ISO 9001:2000:

     Quality Policy

ISO 14000:2004:

     Environmental Policy

Sustainability:

     Sustainability Policy

     Sustainable Procurement Policy

Health and Safety:

     Health and Safety Policy