Terms and Conditions of Sale – ScaleFibre UK Ltd

Version 2.0 · Last updated 19 August 2026

This document establishes the legal framework for the supply of goods by ScaleFibre UK Ltd, registered in England and Wales under company number 16685020 (the Supplier), to the Purchaser.

The Supplier supplies goods only. The Supplier does not carry out installation, site works or construction operations.

NOTICE OF IMPORTANT TERMS. These Standard Terms contain provisions that limit or exclude the Supplier’s liability, that impose time limits on claims, that retain title to the Goods until payment, that give the Supplier a lien and a power of sale, and that restrict returns and cancellation. The Purchaser’s attention is drawn in particular to clause 4 (retention of title and security), clause 6(c) and 6(d) (time limits for notifying defects), clause 7 (returns, restocking and cancellation charges), clause 10(b) (no set-off), clause 13 (exclusion of terms implied by statute), clause 14 (limitation of liability, including the liability cap and the exclusion of Consequential Loss) and clause 22(d) (contractual limitation period). Nothing in these Standard Terms excludes or limits any liability that cannot lawfully be excluded or limited: see clause 12.

1. Definitions and Interpretation

1.1 Definitions

In these Standard Terms, the following definitions apply unless the context requires otherwise:

• Account Payment means payment in full and in cleared funds of all amounts owing by the Purchaser to the Supplier on any account, whether or not then due for payment.
• Agreement means the legally binding contract between the Supplier and the Purchaser for the supply of Goods, comprised of the Standard Terms, any Special Conditions, any Confirmation Email, any Continuing Supply Arrangement, and any Other Documents; and, where the context requires, including in clauses 14(a), 19(b), 19(c), 21(a), 21(l), 22(a), 22(b), 22(d), 22(e) and 22(f), all such contracts between the parties together with any Continuing Supply Arrangement.
• Confirmation Email means the written communication issued by the Supplier to the Purchaser formally accepting an order, whether or not it specifies delivery lead-times or any other particular.
• Consequential Loss means each of the following, in each case whether direct or indirect and whether or not it arises naturally from the breach or was in the contemplation of the parties at the date of the Agreement: loss of income, revenue, profit, financial opportunity, investment return, business or business opportunity; loss of anticipated savings; loss of contract; loss of goodwill or reputation; loss, corruption or destruction of data; loss of production or loss of use; downtime, standby or remobilisation costs; wasted management or staff time; diminution in value (other than the difference between the value of the Goods as warranted and the value of the Goods as supplied); any liability of a party to a third party (other than (A) liability of a kind indemnified by the Supplier under clause 14(h), (B) any amount payable under an indemnity in the Agreement in respect of a claim by a third party, and (C) any liability that cannot lawfully be excluded or restricted); Removal Costs to the extent they exceed the Removal Costs Sub-Cap; and any special, punitive or exemplary loss or damage. Removal Costs up to the Removal Costs Sub-Cap are not Consequential Loss. The parties intend that this definition is not confined to loss falling within the second limb of the rule in Hadley v Baxendale.
• Consumer means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession, within the meaning of section 2(3) of the CRA.
• Continuing Supply Arrangement means any credit facility, standing order, supply agreement, framework arrangement or open account established between the Supplier and the Purchaser, whether or not any order is outstanding under it.
• CPA means the Consumer Protection Act 1987.
• CRA means the Consumer Rights Act 2015.
• Datasheet means, for the relevant Goods, the first of the following that exists, and no other document: (i) the product datasheet issued by the Supplier for those Goods and current at the date of the Confirmation Email; (ii) the datasheet or specification identified in the Confirmation Email; or (iii) the Manufacturer’s published specification for those Goods current at the date of the Confirmation Email. A document marked or described by the Supplier as preliminary, indicative, draft, or for reference only is disregarded for the purposes of paragraph (i), and where the only document the Supplier has issued for those Goods is such a document, paragraphs (ii) and (iii) apply in that order.
• Event of Default means any of the following: (a) the Purchaser fails to pay any amount when due and does not remedy that failure within ten (10) Business Days of written notice, other than an amount disputed by the Purchaser in good faith under clause 10(e); (b) an Insolvency Event; (c) a breach of clause 4(f) that is not capable of remedy, or that is capable of remedy and is not remedied within five (5) Business Days of written notice; (d) a Restructure in respect of which the Purchaser has not complied with clause 2(g) or 2(h) and that is not capable of remedy, or that is capable of remedy and is not remedied within five (5) Business Days of written notice; (e) any other material breach of the Agreement by the Purchaser that is not capable of remedy, or that is capable of remedy and is not remedied within ten (10) Business Days of written notice from the Supplier; (f) the occurrence of any event or circumstance entitling the Supplier to terminate the Agreement or any order under clause 19(b) or clause 19(c); or (g) a failure to comply with clause 3(i) that is not remedied within five (5) Business Days of written notice. Where more than one paragraph of this definition applies to the same event or circumstance, the paragraph specifically directed to that event or circumstance prevails, and for this purpose paragraph (f) is taken to be specifically directed to any event or circumstance entitling the Supplier to terminate under clause 19(b) or clause 19(c), and the notice and cure requirements of the prevailing paragraph apply to the exclusion of those in any other paragraph; this sentence applies only where each relevant paragraph is capable of applying to that event or circumstance, and does not limit any right of termination under clause 19(b) or 19(c). No event or circumstance constitutes an Event of Default under any paragraph of this definition to the extent it consists of a failure to pay an amount disputed by the Purchaser in good faith under clause 10(e), for so long as it remains so disputed and the Purchaser has paid the undisputed portion in accordance with clause 10(a); this sentence does not affect the validity of any notice given or right exercised by the Supplier before the dispute was notified, and where a dispute is resolved in the Supplier’s favour the amount is treated as having been due and payable from the original due date and the cure period in paragraph (a) runs from the date of resolution. Paragraph (b) has effect subject to clause 19(e).
• Full Payment means, in relation to any Goods, payment in full and in cleared funds of the purchase price of those Goods, including VAT and any delivery, duty and freight charges invoiced with them.
• Goods means any goods supplied or to be supplied by the Supplier to the Purchaser under the Agreement.
• Group Company means, in relation to a party, that party’s holding company, any subsidiary of that party, and any other subsidiary of any such holding company, and holding company and subsidiary have the meanings given to them in section 1159 of the Companies Act 2006.
• Insolvency Event means, in relation to a party: (a) it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or admits inability to pay its debts; (b) a proposal is made for, or it enters into, a voluntary arrangement under Part I or Part VIII of the Insolvency Act 1986, a compromise or arrangement under Part 26 of the Companies Act 2006, a restructuring plan under Part 26A of the Companies Act 2006, or any other composition, assignment or arrangement with its creditors generally; (c) a moratorium comes into force in respect of it under Part A1 of the Insolvency Act 1986; (d) a petition is presented, a notice of intention to appoint is filed, an application is made, or a resolution is passed, for its administration, winding up or dissolution (other than a solvent reorganisation previously notified to the other party in writing); (e) an administrator, administrative receiver, receiver, manager, liquidator, provisional liquidator or trustee in bankruptcy is appointed over it or over any of its assets; (f) it is an individual and a bankruptcy petition is presented against it, or it enters into an individual voluntary arrangement; (g) it ceases, or threatens to cease, to carry on all or a material part of its business; or (h) any event occurs, or any step is taken, in any jurisdiction that is analogous to any of the foregoing.
• Late Payment Act means the Late Payment of Commercial Debts (Interest) Act 1998.
• Lien means the lien and power of sale granted under clause 3(f).
• Manufacturer means the third party that manufactured the relevant Goods.
• NCNR Goods means Goods identified as non-cancellable and non-returnable in the Confirmation Email, where that identification is effective under this definition. An identification is effective only where the designation was stated in the Supplier’s quotation or in the Purchaser’s purchase order, or where the Purchaser does not reject it by written notice given within two (2) Business Days of the Confirmation Email. Where the Purchaser rejects the designation within that period, the Goods are not NCNR Goods and the order lapses in respect of those Goods without charge to either party.
• Other Documents means any additional document that the Supplier and the Purchaser have expressly agreed in writing forms part of the contract between them for the supply of Goods.
• Purchaser means the person, firm, or company to whom the Goods are supplied by the Supplier.
• Removal Costs means the reasonable and properly incurred costs of removing, de-installing, disconnecting, retrieving and returning Goods that are defective, that do not conform to the Agreement, or that are the subject of a recall or corrective action under clause 15(h), of installing replacement Goods, of re-terminating, re-splicing, re-testing and re-commissioning them, and of making good any land, building, structure, pit, pole, duct or conduit disturbed in doing so.
• Removal Costs Sub-Cap means, in respect of any Goods, an amount equal to the price paid or payable by the Purchaser for those Goods.
• Retained Title means the Supplier’s retention of title to Goods under clause 4(a) or clause 4(b).
• RMA means a Return Material Authorisation issued by the Supplier for the purpose of authorising the return of Goods.
• SGA means the Sale of Goods Act 1979.
• SGSA means the Supply of Goods and Services Act 1982.
• Special Conditions means any terms and conditions expressly agreed in writing between the parties that are intended to modify or supplement these Standard Terms.
• Standard Terms means the terms and conditions set out in this document.
• Stock Items means Goods identified as stock items in the Confirmation Email, being catalogue Goods of a kind ordinarily held by the Supplier in stock and, at the time of the return request or cancellation, in unmodified, saleable condition, excluding cut cable, custom assemblies, made-to-order Goods, and NCNR Goods. Where the Confirmation Email does not identify Goods as Stock Items or as NCNR Goods, the Goods are Stock Items if they are catalogue Goods of a kind ordinarily held by the Supplier in stock, are not cut cable, custom assemblies or made-to-order Goods, and are, at the time of the return request or cancellation, in unmodified, saleable condition and in their original packaging.
• Supplier means ScaleFibre UK Ltd, a company registered in England and Wales under company number 16685020.
• Supplier Warranties means the express warranties and remedies given by the Supplier in clause 8(g) (conformity with the Datasheet), clause 11(a) (title), clause 11(c) (Goods manufactured, assembled or terminated by the Supplier) and clause 11(f) (backstop remedy), and Supplier Warranty means any one of them.
• UCTA means the Unfair Contract Terms Act 1977.
• UK GDPR has the meaning given to it in section 3(10) of the Data Protection Act 2018 (as supplemented by section 205(4) of that Act).
• VAT means value added tax chargeable under the Value Added Tax Act 1994 or any equivalent tax chargeable in the United Kingdom or elsewhere.
• Warranty Period means the period of twelve (12) months from the date of delivery of the Goods to the Purchaser.

1.2 Interpretation

• (a) A reference to the Supplier or the Purchaser includes their respective personal representatives, successors, and permitted assigns.
• (b) The documents forming the Agreement are intended to be mutually explanatory. In the event of an inconsistency, the following order of precedence applies, from highest to lowest: (i) any Special Conditions; (ii) any Other Documents; (iii) any Continuing Supply Arrangement; (iv) the Confirmation Email, but only as to the commercial particulars it is issued to record, being price, quantity, currency, delivery lead-time or estimated delivery date, any Special Conditions reference, Incoterms basis and named place, any DDP election, any Datasheet or specification reference, any NCNR designation, any Stock Item designation, any commitment date, any host-equipment coding or keying particular referred to in clause 16(g), and the notice address; and (v) these Standard Terms. The Confirmation Email does not vary these Standard Terms in any other respect, and any provision of a Confirmation Email purporting to do so has effect only if separately agreed in writing by the Purchaser.
• (c) Headings are for convenience only and do not affect the interpretation of the clauses.
• (d) A reference to “writing” includes email and any other form of written electronic communication.
• (e) “Including” and “includes” are not words of limitation, and any words following “including”, “includes”, “in particular”, “for example” or any similar expression are illustrative and do not limit the sense of the words preceding them.
• (f) A reference to a statute or statutory provision includes any subordinate legislation made under it, and any statutory modification, consolidation or re-enactment of it, in each case as in force from time to time.
• (g) A reference to a Business Day means a day other than a Saturday, Sunday or public holiday in England on which banks in London are open for general business, and a reference to business hours means 9.00am to 5.00pm on a Business Day. A reference to a period of days that is not expressed as Business Days is a reference to calendar days.
• (h) The plural form of a defined term has the corresponding meaning, and words in the singular include the plural and vice versa.
• (i) A reference to a person includes an individual, a body corporate, a partnership, an unincorporated association and any other legal or natural person, and includes that person’s successors and permitted assigns.
• (j) These Standard Terms are the Supplier’s written standard terms of business for the purposes of section 3 of UCTA.

2. Contractual Framework and Quotations

(a) To the extent permitted by law, the legal relationship between the Supplier and the Purchaser is governed exclusively by: (i) these Standard Terms; (ii) any Special Conditions expressly agreed in writing; (iii) the specific commercial details in the Supplier’s Confirmation Email; (iv) any Continuing Supply Arrangement; and (v) any Other Documents. The documents in this clause are listed in no particular order; precedence between them is determined by clause 1.2(b).

(b) Purchaser’s terms. Any terms proposed by the Purchaser in a purchase order, portal, delivery note, acknowledgement or otherwise that are different from or additional to these Standard Terms are expressly rejected and do not apply unless agreed in writing by the Supplier. Where the Purchaser’s purchase order or other document purports to incorporate the Purchaser’s own terms, the Supplier’s Confirmation Email takes effect as a counter-offer on these Standard Terms and not as an acceptance of those terms, and the Purchaser accepts that counter-offer on the earliest of: (i) its written acceptance of the Confirmation Email; (ii) the expiry of two (2) Business Days from the Confirmation Email without written objection by the Purchaser; (iii) the Purchaser taking delivery of any of the Goods; and (iv) the Purchaser making any payment in respect of the order. A binding agreement is then formed on these Standard Terms, and clause 2(d) is to be read accordingly. Commencement of performance by the Supplier, the despatch of Goods, or the acceptance of payment does not constitute acceptance of the Purchaser’s terms. The Purchaser’s acceptance of delivery of any Goods is evidence of its acceptance of these Standard Terms.

(c) Quotations are for informational purposes and do not constitute a binding offer to sell, and are not an invitation capable of acceptance so as to form a contract. A quotation may be revoked or amended at any time before the Supplier issues a Confirmation Email. Unless stated otherwise, quotations expire after thirty (30) days and are subject to the Supplier obtaining any necessary licence or approval. If actual order quantities differ from those quoted, the Supplier may adjust pricing and delivery timelines accordingly.

(d) Except in the case of a Continuing Supply Arrangement, and subject to the second sentence of clause 2(b), a binding agreement is formed only upon issuance of a Confirmation Email by the Supplier. A Continuing Supply Arrangement takes effect on its written establishment by the Supplier and is binding whether or not any order is outstanding under it. If the Purchaser does not receive a Confirmation Email, the Purchaser is responsible for requesting it.

(e) Any purchase order issued by the Purchaser constitutes an offer to contract on the framework in clause 2(a).

(f) Entire agreement and non-reliance. The documents listed in clause 2(a) constitute the entire agreement between the parties and supersede all prior negotiations, representations, understandings and communications, whether written or oral, relating to their subject matter. The Purchaser acknowledges that in entering into the Agreement it does not rely on, and has no remedy in respect of, any statement, representation, assurance or warranty that is not expressly set out in the Agreement. Nothing in this clause excludes or limits any liability of a party for fraud or fraudulent misrepresentation, and this clause is subject to clause 12. Any exclusion or restriction of liability for misrepresentation effected by this clause applies only so far as it satisfies the requirement of reasonableness under section 3 of the Misrepresentation Act 1967 and section 11(1) of UCTA. The Purchaser’s remedy for any misrepresentation that is not fraudulent is limited, so far as the law permits, to damages, and the Purchaser is not entitled to rescind the Agreement on that ground.

(g) The Purchaser will notify the Supplier within ten (10) Business Days of any change in its structure or management, being any sale or disposition of any material part of its business, any change of control, any change in trustee, any change in the partners of a partnership, or any change in the holders of twenty-five percent (25%) or more of its voting shares (a Restructure). This clause does not apply to an entity whose securities are admitted to trading on a UK regulated market, a UK multilateral trading facility or an equivalent market outside the United Kingdom, or to any dealing in those securities.

(h) The Purchaser will cause any new entity created by a Restructure to be bound by these Standard Terms, will continue to be bound by these Standard Terms despite the Restructure, and will indemnify the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) it suffers as a result of a breach of these Standard Terms by that entity.

(i) Acceptance and incorporation. These Standard Terms are published on the Supplier’s website and are incorporated into every quotation, Confirmation Email and order. By placing an order, accepting a Confirmation Email, or taking delivery of any Goods, the Purchaser acknowledges that it has been given a reasonable opportunity to read these Standard Terms, that its attention has been specifically drawn to the terms identified in the Notice of Important Terms at the head of this document, and that it accepts and adopts these Standard Terms. The Confirmation Email will identify the version of these Standard Terms governing the order, being the version determined under clause 20(b). That identification records, and does not determine or vary, the governing version, and if a Confirmation Email identifies a version other than the version determined under clause 20(b), clause 20(b) prevails.

(j) Goods only. The Supplier’s obligation under the Agreement is to supply Goods. The Supplier does not undertake, and the Agreement does not oblige the Supplier to carry out, any installation, commissioning, site works, testing at site, maintenance or other work at any premises of the Purchaser or of any third party. The manufacture, assembly, termination, cutting, testing and packing of Goods at the Supplier’s own premises is a step in the supply of Goods and is not the provision of services for the purposes of the Agreement. Clause 10(g) applies where Goods are supplied for incorporation into construction works.

3. Credit, Guarantees and Security for Payment

(a) A quotation does not constitute an offer of credit. All credit applications are subject to the Supplier’s internal approval process. The Supplier may vary or withdraw any credit facility or credit limit on reasonable grounds by written notice to the Purchaser, and clause 19(a) does not apply to the variation or withdrawal of a credit facility or credit limit. The variation or withdrawal does not of itself affect any order already accepted, and may not be made by reason of an amount disputed by the Purchaser in good faith under clause 10(e). The variation or withdrawal of a credit facility or credit limit does not of itself constitute an Event of Default by the Purchaser, and outstanding balances remain payable in accordance with clause 10. This clause has effect subject to clause 19(e).

(b) The Supplier may require the directors, officers, or any Group Company of a corporate Purchaser to provide a guarantee and indemnity in the form required by the Supplier as a condition of supply or of the grant or continuation of credit.

(c) The Purchaser must provide current financial statements and authorise credit enquiries within five (5) Business Days of the Supplier’s written request. The Purchaser must also notify the Supplier in writing within five (5) Business Days of becoming aware of any of the following: (i) an event of default, or an event that with the giving of notice or the lapse of time would be an event of default, under any facility under which the Purchaser or any of its Group Companies borrows money or is provided with financial accommodation, or the acceleration, cancellation, suspension or non-renewal of any such facility; (ii) the entry of a judgment or the making of an order for the payment of money against the Purchaser for an amount exceeding GBP 50,000, or for amounts exceeding that sum in aggregate in any twelve (12) month period, that is not satisfied, set aside or stayed within ten (10) Business Days; (iii) service on the Purchaser of a statutory demand under section 123(1)(a) of the Insolvency Act 1986 or, in the case of an individual, under section 268 of that Act, or the presentation of a petition for the winding up or bankruptcy of the Purchaser, or the filing of a notice of intention to appoint an administrator, or an application for an administration order, or an application for a moratorium under Part A1 of that Act; (iv) the Purchaser entering into or applying for a time to pay arrangement or other deferral or remission with HM Revenue & Customs in respect of a tax debt, or the issue to the Purchaser of a notice of requirement to give security in respect of VAT or PAYE; (v) the taking of any step to enforce, or the giving of any notice of intention to enforce, any mortgage, charge, lien or other security over any asset of the Purchaser by another secured creditor, or the levying of any distress, execution or diligence against any asset of the Purchaser; or (vi) the Purchaser ceasing, or resolving to cease, to carry on all or a material part of its business. A notification under this clause is not of itself an Event of Default, but the Supplier may act on it under clauses 3(a), 3(e) and 3(i), in each case subject to clause 19(e).

(d) Where any Group Company of the Purchaser purchases under the same account, the Purchaser must procure that entity’s compliance with the Agreement and indemnifies the Supplier against all amounts owing in respect of those purchases and all loss the Supplier suffers as a result of non-payment. This clause creates a primary obligation of the Purchaser, is not a guarantee of the obligations of another person, and is not conditional on the Supplier first proceeding against that entity. The Supplier may in addition require a separate guarantee and indemnity under clause 3(b). The Purchaser must not permit any Group Company to order or take delivery of Goods under the Purchaser’s account unless that entity has first executed and delivered to the Supplier a deed of accession in the form required by the Supplier, under which it agrees to be bound by these Standard Terms as if it were the Purchaser, grants the Supplier the Lien, and acknowledges the Retained Title and the other rights conferred on the Supplier by clause 4, in each case in respect of Goods supplied to it. In addition, and whether or not such a deed has been executed, the Purchaser: (i) warrants that it is authorised by each such Group Company to grant, and as agent for that entity grants, the Lien over that entity’s goods described in clause 3(f), on the same terms as if that entity were the Purchaser, and clause 4 applies to Goods supplied to that entity as if references in it to the Purchaser were references to that entity; (ii) must, before any Goods are supplied to that entity, give the Supplier that entity’s registered name, registered number and registered office address, and warrants their accuracy and gives the indemnity in clause 4(k) in respect of them; and (iii) indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from that entity not being bound by clause 3(f) or clause 4, or from the Supplier not obtaining in respect of Goods supplied to that entity the Retained Title or the Lien.

(e) The Supplier may suspend delivery of undelivered Goods, or require payment in advance or other reasonable assurance of performance, where any amount (other than an amount disputed by the Purchaser in good faith under clause 10(e)) is overdue or the Supplier reasonably considers itself insecure. The Supplier will notify the Purchaser in writing of any such suspension. This clause has effect subject to clause 19(e).

(f) Lien and power of sale. The Purchaser grants the Supplier a lien over all goods of the Purchaser, including materials and equipment but excluding any motor vehicle, watercraft or aircraft, that come into the Supplier’s actual possession in connection with the supply of Goods, other than Goods returned under clause 7(c) or clause 11(g), securing all amounts owing by the Purchaser to the Supplier on any account that are due and payable, until those amounts are paid in full. The Purchaser warrants that it owns, or is authorised by the owner to grant this Lien over, all such property, and indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from any claim by a third party in respect of property over which the Purchaser has granted this Lien. The Lien is a possessory security and subsists only while the Supplier has possession of the relevant property. Clause 4(i) applies to the Lien. If any amount that is due and payable remains unpaid for thirty (30) days after the Supplier gives written notice of its intention to exercise the power of sale conferred by this clause, the Supplier may sell that property and apply the net proceeds against the amounts owing, accounting to the Purchaser for any surplus. That notice must identify the property the Supplier intends to sell and state the amount required to redeem it. At any time before the Supplier sells the property or enters into a contract to sell it, the Purchaser may redeem the property by paying the amounts then due and payable together with the Supplier’s reasonable costs of enforcement. The Supplier must give not less than fourteen (14) days’ written notice of a proposed sale to any other person of whose interest in the property the Supplier has actual notice. The Purchaser must identify to the Supplier in writing, at or before the time the property comes into the Supplier’s possession, any property that the Purchaser does not own, together with the name of its owner. The Supplier may not exercise the power of sale in respect of property so identified, or in respect of property that the Supplier knows or has reason to believe is not owned by the Purchaser, without the written consent of the owner. The Supplier may not exercise the power of sale in respect of an amount disputed by the Purchaser in good faith under clause 10(e) while it remains so disputed, must sell only so much of the property as is reasonably necessary to satisfy the amount then due and payable together with its reasonable costs of sale, must take reasonable care to obtain the best price reasonably obtainable at the time of sale, and must credit the Purchaser with the value realised. This clause has effect subject to clause 19(e) and clause 19(h).

(g) Additional security. The Supplier may require additional security as a condition of granting or continuing credit. Where the Purchaser grants such security by a separate written instrument, the Purchaser consents to the Supplier registering or lodging any instrument or notice necessary to record and protect that security, including the delivery of particulars to the Registrar of Companies under section 859A of the Companies Act 2006 and any application to HM Land Registry, and will execute any document and do all things reasonably required for that purpose. The parties acknowledge that, apart from any such separate written instrument, neither these Standard Terms nor any other document forming the Agreement charges, or is intended to charge, any interest in land, and that they do not give the Supplier an interest in land capable of protection by notice or restriction at HM Land Registry. Nothing in this clause obliges the Purchaser to grant security over land except under a separate instrument expressly agreed in writing.

(h) Personal data collected for credit purposes. The Purchaser warrants that it is authorised to disclose to the Supplier the personal data it provides about its directors, officers, employees and guarantors, and that it has provided each of them with the information required by Articles 13 and 14 of the UK GDPR in respect of that disclosure. The Supplier processes that personal data as a controller in order to assess creditworthiness, manage the account, prevent fraud and recover amounts owing, and relies on Article 6(1)(b) and Article 6(1)(f) of the UK GDPR (performance of a contract and the Supplier’s legitimate interests in managing credit risk and recovering debts) as its lawful basis. The Supplier may disclose that personal data for those purposes to credit reference agencies, credit insurers, debt collection agencies, its bank and its professional advisers, and credit reference agencies may record the search. Where the Supplier makes a search of, or provides information to, a credit reference agency, the Credit Reference Agency Information Notice (CRAIN) published by the UK credit reference agencies describes how those agencies use that data. If the information is not provided, the Supplier may decline to grant or continue credit. The Supplier processes that personal data in accordance with the UK GDPR, the Data Protection Act 2018 and the Supplier’s privacy notice, which is available on the Supplier’s website and sets out the retention periods applied, how an individual may exercise their rights of access, rectification, erasure, restriction, portability and objection, and how to complain to the Information Commissioner. Where the Supplier transfers that personal data outside the United Kingdom it will do so only in reliance on adequacy regulations made under section 17A of the Data Protection Act 2018 or on an appropriate safeguard under Article 46 of the UK GDPR, including the International Data Transfer Agreement or the International Data Transfer Addendum issued by the Information Commissioner. The Purchaser will bring this clause to the attention of each individual concerned at or before the time it provides that individual’s personal data to the Supplier.

(i) Credit limit. Where the Supplier has notified the Purchaser in writing of a credit limit, the Purchaser must ensure that the aggregate of all amounts owing by it to the Supplier on any account, whether or not then due for payment, together with the price of Goods the subject of orders accepted but not yet invoiced, does not at any time exceed that limit. The Supplier is not obliged to accept any order, or to deliver any Goods, where doing so would cause the limit to be exceeded, and any failure or delay in acceptance or delivery attributable to that is not a breach of the Agreement. If the limit is exceeded, the Purchaser must within five (5) Business Days of written notice either reduce the amount owing to below the limit or provide prepayment or other security acceptable to the Supplier, acting reasonably, failing which the amount by which the limit is exceeded becomes immediately due and payable. The acceptance of an order or the delivery of Goods that causes the limit to be exceeded is not a waiver of this clause, does not vary the limit, and does not affect the Purchaser’s liability for the amount owing. A credit limit is the maximum exposure the Supplier is prepared to carry and is not a commitment to supply.

4. Retention of Title and Security

(a) Retention of title — all amounts owing. Notwithstanding delivery of the Goods and the passing of risk in them under clause 5(b) or clause 5(d), legal and beneficial title in the Goods does not pass to the Purchaser until the Supplier has received Account Payment. Until then the Supplier retains title to the Goods, and the Purchaser holds them on the terms of clause 4(c). The parties acknowledge that this clause takes effect under section 17 and section 19(1) of the SGA as a reservation by the Supplier of the right of disposal, and that a reservation of title until payment of all amounts owing on any account is effective under English law and does not create a charge.

(b) Retention of title — individual items. Separately from and independently of clause 4(a), title in each item of Goods does not pass to the Purchaser until Full Payment has been made for that item. If for any reason clause 4(a) is held to be ineffective, void or unenforceable, this clause 4(b) applies according to its terms and is unaffected by that holding. Neither clause 4(a) nor this clause causes title to pass earlier than it would otherwise pass.

(c) Bailment, storage and identification. Until title in the Goods passes to the Purchaser, the Purchaser holds them as the Supplier’s bailee and must: (i) keep them safe, in good condition, and free from deterioration or loss; (ii) store them separately from other goods and in a way that allows them to be readily identified as the Supplier’s property; (iii) not remove, deface or obscure any mark, label, drum, reel or serial identification on or relating to them; (iv) insure them against loss or damage for their full replacement value with a reputable insurer, note the Supplier’s interest on that insurance, and provide a certificate of currency on request; (v) hold the proceeds of any such insurance on trust for the Supplier to the extent of the amount then owing to the Supplier in respect of those Goods, and pay those proceeds to the Supplier on demand; and (vi) provide to the Supplier within two (2) Business Days of written request a record of the location, quantity and drum, reel or serial identification of all Goods to which the Supplier retains title.

(d) Resale and proceeds. (i) Until title passes, the Purchaser may sell the Goods in the ordinary course of its business at full market value, and does so as principal and not as the Supplier’s agent, so that the Supplier is not a party to and incurs no liability under any contract of sub-sale. A sale by way of bulk disposal of inventory otherwise than to a customer of the Purchaser, and a sale not at arm’s length, is not a sale in the ordinary course of business. (ii) Where the Purchaser sells or otherwise disposes of Goods before title has passed, the Purchaser must hold so much of the proceeds of that sale or disposition as equals the amount then owing to the Supplier in respect of those Goods on trust for the Supplier, must keep those proceeds separate from its own money and, on the Supplier’s written request, pay them into a separate account nominated by the Supplier, must maintain records sufficient to identify the proceeds of each item of Goods, must on the Supplier’s written request identify each sale or other disposition of Goods to which the Supplier retains title, the buyer, the price and the date, and must account to the Supplier for those proceeds on demand. (iii) The Purchaser must not assert any set-off or counterclaim against proceeds held under paragraph (ii) except as permitted by clause 10(b). (iv) The Purchaser must not sell, factor, discount or otherwise assign, or grant any mortgage, charge or other security over, any debt arising from the sale of Goods to which the Supplier retains title, without the Supplier’s prior written consent. (v) The Purchaser’s right to sell under paragraph (i) ends automatically on the occurrence of an Insolvency Event in relation to the Purchaser or on the Supplier giving written notice under clause 4(g), whichever is earlier. (vi) Paragraph (ii) is subject to clause 4(i).

(e) Mixed, altered and affixed Goods. (i) The Supplier does not claim, and nothing in the Agreement gives the Supplier, title to or any interest in any new or other product made from or incorporating the Goods. (ii) While the Goods remain identifiable as Goods supplied by the Supplier and separable from other goods without damage, the Retained Title continues in them notwithstanding that they have been attached to, stored with or used alongside other goods. (iii) Where the Goods are processed, mixed, incorporated or altered so that they cease to be identifiable or separable, the Retained Title ceases in respect of them, and the Supplier’s remedy in respect of them is a claim in debt for the price and any other amount then owing, together with such rights as it has under clause 4(i). (iv) The Purchaser must not affix the Goods to any land or building, or permit them to be so affixed, before title in them has passed, without the Supplier’s prior written consent; and where consent is given, the Purchaser must first procure from each owner, mortgagee and, where applicable, superior landlord of the relevant land a written acknowledgement, in a form approved by the Supplier, that the Goods remain the Supplier’s property until title passes, that they do not become part of the land, and that the Supplier may enter and remove them on reasonable notice, making good any damage caused by that removal. (v) The Purchaser acknowledges that Goods that become fixtures may cease to be the Supplier’s property as a matter of law, and that the Supplier’s rights in respect of them are then governed by paragraph (iv) and by the general law.

(f) Restrictions on dealings. Until title in the relevant Goods has passed to the Purchaser, the Purchaser must not: (i) grant or permit to be created any mortgage, charge, lien, pledge or other security over the Goods; (ii) permit the Goods to become subject to any distress, execution, diligence or other legal process; (iii) part with possession of the Goods otherwise than by a sale permitted under clause 4(d)(i); or (iv) hold the Goods out as its own property to any person who may be induced by that to acquire an interest in them. The Purchaser must notify the Supplier in writing within two (2) Business Days of becoming aware of any of the matters in paragraphs (i) to (iii).

(g) Repossession and entry. If an Event of Default has occurred and is continuing and Account Payment has not been made, the Purchaser’s right to possession of Goods to which the Supplier retains title ends immediately, and the Supplier may by written notice require the Purchaser to deliver up those Goods and may recover them. For that purpose the Purchaser grants the Supplier and its agents an irrevocable licence to enter any premises occupied or controlled by the Purchaser at which those Goods are located, on reasonable notice and during business hours. Where the Goods are located at premises not occupied or controlled by the Purchaser, the Purchaser will use its best endeavours to procure the occupier’s consent to that entry. The Supplier will not use force against any person, will cause no more damage than is reasonably necessary and will make good any damage caused by the entry. The Supplier may recover only so much of the Goods as is reasonably necessary to satisfy the amount then due and payable, together with its reasonable costs of recovery, must take reasonable care to obtain the best price reasonably obtainable on any resale of Goods recovered, must credit the Purchaser with the value realised on any Goods recovered, and must account to the Purchaser for any surplus over the amount then owing together with its reasonable costs of recovery and sale. The Purchaser indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from an entry made with the Purchaser’s authority under this clause. Nothing in this clause prevents the Supplier, before an Event of Default has occurred, from taking any step reasonably necessary to prevent the removal, concealment, disposal or deterioration of Goods to which it retains title, including seeking urgent injunctive relief. This clause has effect subject to clause 19(h) and, to the extent (and only to the extent) that section 233B of the Insolvency Act 1986 so requires, subject to clause 19(e). The parties acknowledge that the Supplier’s right to recover Goods to which it retains title is a right arising from its ownership of those Goods and not merely a contractual right, and that nothing in the Agreement is intended to suspend or cut down that right further than the law requires.

(h) Purchaser’s right to require delivery on payment. On Account Payment, or on Full Payment where clause 4(b) alone applies, title in the relevant Goods passes to the Purchaser without further act, and the Supplier must promptly do all things reasonably necessary to give effect to that passing of title, including releasing any Goods it has recovered under clause 4(g) but not sold.

(i) Charges and registration. The parties acknowledge that, under English law, an obligation of the kind in clause 4(d)(ii) in respect of the proceeds of sub-sales, and any right the Supplier may be held to have over goods that have ceased to be identifiable, may take effect as a charge created by the Purchaser rather than as a retention of title, and that a charge created by a company registered in the United Kingdom is void against a liquidator, an administrator and any creditor of that company unless particulars are delivered to the Registrar of Companies within the period allowed by Part 25 of the Companies Act 2006; and that where the Purchaser is an individual, a general assignment of its book debts is void against its trustee in bankruptcy under section 344 of the Insolvency Act 1986 unless registered under the Bills of Sale Act 1878. Accordingly: (i) the Purchaser must, within seven (7) days of the Agreement coming into force and within seven (7) days of any written request by the Supplier, deliver to the Registrar of Companies the particulars required by section 859D of the Companies Act 2006 in respect of any such charge, and provide the Supplier with evidence of that delivery; (ii) the Purchaser irrevocably authorises the Supplier to deliver those particulars under section 859A(2) of that Act and consents to registration, and will pay the fee; (iii) the Purchaser must do all other things and execute all other documents the Supplier reasonably requires to perfect, register and preserve any such charge, including any registration, filing or notification required under the law of any other jurisdiction in which the Purchaser is incorporated, formed or resident; and (iv) if any provision of clause 4(d)(ii) or clause 4(e) is void, unregistrable or otherwise unenforceable as a charge, that provision is severed to the extent necessary and its severance does not affect the validity or operation of clause 4(a), clause 4(b), clause 4(c), clause 4(d)(i), clause 4(f), clause 4(g) or clause 4(h), each of which is intended to operate independently. The Purchaser must notify the Supplier in writing within five (5) Business Days of granting any mortgage, charge or other security over its stock in trade or its book debts.

(j) Certificate. A document signed by a director or other duly authorised officer of the Supplier identifying the Goods and certifying the amount owing is, in the absence of manifest error, evidence of those matters.

(k) Information, further assurance and Purchaser details. Before the first supply of Goods, and thereafter on the Supplier’s written request, the Purchaser must give the Supplier in writing: (A) its exact registered name and, where it is a company or limited liability partnership, its registered number and registered office address as they appear on the register maintained by the Registrar of Companies; (B) where the Purchaser is an unincorporated partnership, the full name of the partnership and the full name and address of each partner; (C) where the Purchaser is an individual or a sole trader, its full name, date of birth and principal trading address; and (D) where the Purchaser enters the Agreement as trustee of a trust, the full name of the trust and the date of the trust instrument (together, the Purchaser Details). The Purchaser warrants that the Purchaser Details are complete and accurate when given and at the time of each supply, acknowledges that the Supplier relies on them in identifying the Purchaser and in delivering particulars of any charge to the Registrar of Companies, and indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from any inaccuracy, incompleteness or unnotified change in them, including any charge being void for want of registration. The Purchaser must notify the Supplier in writing at least ten (10) Business Days before any change to any of the Purchaser Details or to its address that is within its control, and in any event within two (2) Business Days after becoming aware of any such change. The Purchaser will promptly do anything else the Supplier reasonably requires, including obtaining consents, signing and producing documents and supplying information, for the purposes of preserving and enforcing the Retained Title and the Lien.

5. Title, Risk and Delivery Terms

(a) Delivery terms. Unless otherwise agreed in writing: (i) domestic supplies within the United Kingdom are made on the Incoterms 2020 basis stated in the Confirmation Email or, where none is stated, FCA the Supplier’s premises where the Confirmation Email states that the Supplier is to load the Goods, and EXW the Supplier’s premises in every other case; and (ii) supplies to a destination outside the United Kingdom are made FCA the Supplier’s nominated place (Incoterms 2020), or on such other Incoterms 2020 basis as is specified in the Confirmation Email. Where the Incoterms 2020 rule stated in the Confirmation Email is inconsistent with any provision of the Agreement as to risk, delivery or costs, the Agreement prevails.

(b) Risk. Subject to clause 5(d), risk in the Goods passes to the Purchaser: (i) where the Supplier loads the Goods, on completion of loading onto the carrier or the Purchaser’s vehicle; (ii) where the Purchaser or its carrier loads the Goods, when the Goods are placed at the Purchaser’s disposal at the Supplier’s premises; and (iii) where the Purchaser fails to take delivery, in accordance with clause 6(b). Section 20(1) of the SGA does not apply, and risk passes as provided in this clause and in clause 5(d) whether or not title has passed.

(c) Title. Title in the Goods passes in accordance with clause 4.

(d) Delivered and duty-paid supplies. Where the Confirmation Email specifies a delivered price on a DDP (Incoterms 2020) or equivalent basis: (i) the Supplier is the importer of record and is responsible for customs clearance and payment of duties and import charges for the named destination; (ii) risk in the Goods passes to the Purchaser on arrival of the Goods at the named place, ready for unloading; (iii) title passes in accordance with clause 4; and (iv) clause 9(d) does not apply, and no duty or import charge will be added to the invoice after acceptance except under clause 9(e).

(e) Purchaser’s insurance. The Purchaser must keep the Goods insured against loss or damage for their full replacement value until title in them has passed, in accordance with clause 4(c)(iv) and clause 4(c)(v).

(f) Supplier’s insurance. The Supplier will maintain, with insurers of recognised standing, public and products liability insurance with a limit of indemnity of not less than GBP 10,000,000 for any one occurrence and, in respect of products liability, not less than that sum in the aggregate in any one period of insurance, in each case determined as at the inception or renewal of the relevant policy and to the extent such insurance is available to the Supplier in the United Kingdom market on commercially reasonable terms. Erosion or exhaustion of an aggregate limit by the payment of, or the establishment of reserves for, claims during a period of insurance is not of itself a breach of this clause, provided that the Supplier uses reasonable endeavours to reinstate the limit where reinstatement is available on commercially reasonable terms. The Supplier will provide a certificate of currency on written request. Any requirement to note the Purchaser as an interested party, or to carry higher limits, applies only where agreed in the Special Conditions and at the Purchaser’s cost. The Supplier maintains this insurance for its own benefit. This clause confers no right, interest or benefit on the Purchaser in respect of any policy or its proceeds, and is not a warranty that any loss is or will be covered by insurance. Except to the extent that section 11(4) of UCTA requires the availability of insurance to be taken into account in determining whether a term satisfies the requirement of reasonableness, the existence, terms, limits, availability, response or proceeds of any insurance maintained by the Supplier must not be taken into account in construing or applying, and do not affect the operation of, clause 13 or clause 14.

(g) Goods located outside the United Kingdom. (i) Until title in the relevant Goods has passed to the Purchaser, the Purchaser must not remove, or permit the removal of, those Goods from the United Kingdom or, in the case of a supply to a destination outside the United Kingdom under clause 5(a)(ii), from the country of the delivery destination stated in the Confirmation Email, without the Supplier’s prior written consent, and must give the Supplier not less than ten (10) Business Days’ written notice of any proposed removal, stating the destination country, the intended location, and the name and address of any person who will hold the Goods. (ii) The Purchaser acknowledges that the existence, effectiveness, priority and enforceability of the Retained Title as against third parties in respect of Goods located outside the United Kingdom may be determined by the law of the place where the Goods are located, and that a retention of title effective under English law may be ineffective, or may require registration or other formality, in that place. (iii) Where Goods are or are to be located outside the United Kingdom before title in them has passed, the Purchaser must at its own cost promptly do everything necessary, and everything the Supplier reasonably requires, to create, perfect, register, record, maintain and enable the enforcement of title retention or security equivalent to that provided by clause 4 under the law of that place, including executing any local security document, making any filing, registration or notification, obtaining any consent, and procuring from any person who holds or will hold the Goods a written acknowledgement of the Supplier’s rights in them in a form approved by the Supplier. (iv) If the Purchaser fails to comply with paragraph (iii) within five (5) Business Days of written notice, the Purchaser irrevocably appoints the Supplier as its attorney to do in the Purchaser’s name anything the Purchaser was required to do, and ratifies anything the Supplier does under this paragraph. (v) The Purchaser indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from a removal of Goods in breach of paragraph (i) or a failure to comply with paragraph (iii), including any loss of title or priority. (vi) Paragraphs (ii) to (v) apply to a supply to a destination outside the United Kingdom under clause 5(a)(ii) from the time of delivery, whether or not consent under paragraph (i) is required.

6. Delivery, Storage and Acceptance

(a) Delivery dates. Any delivery time or date stated is an estimate only. Time is not of the essence in respect of any obligation of the Supplier to deliver the Goods, and section 10(2) of the SGA has effect accordingly. The Supplier is not liable for any Consequential Loss resulting from delay in delivery, and its liability for any other loss resulting from delay in delivery is limited in accordance with clause 14(a). The Supplier will notify the Purchaser of any material change to an estimated delivery date. The estimated delivery date is the date stated in the Confirmation Email or, where the Confirmation Email states a lead-time rather than a date, the date falling at the end of that lead-time calculated from the date of the Confirmation Email. Where delivery is delayed by more than forty-five (45) days beyond the estimated delivery date, the Purchaser may cancel the undelivered portion of the affected order without charge by written notice given before the Supplier despatches the affected Goods, and the Supplier will refund any amount paid for the cancelled Goods. The right in this sentence is not exercisable in respect of Goods that have been despatched, and the Supplier will notify the Purchaser of despatch of the affected Goods. This right does not apply to cut cable, custom or made-to-order Goods, or NCNR Goods once cutting or production has commenced or the Supplier has made an irrevocable commitment in respect of them. Nor does it apply where the delay is caused by an event that is a force majeure event for the purposes of clause 18(a), which is dealt with under clause 18. No failure to deliver by an estimated delivery date, and no other delay in delivery, is a repudiation of the Agreement or entitles the Purchaser to terminate the Agreement or any order, other than as expressly provided in this clause 6(a) or in clause 18(c) or 19(b). This clause does not apply to any obligation of a party to pay money, and clause 10(a) applies to the time of payment. Nothing in this clause excludes or restricts any right or remedy of the Purchaser that cannot lawfully be excluded or restricted; clause 12 applies.

(b) Failure to take delivery. If the Purchaser fails to take delivery when the Goods are made available, the Supplier may store the Goods at the Purchaser’s risk and expense. Storage charges accrue from fifteen (15) days after notification that the Goods are available, at the Supplier’s reasonable storage cost, the rate for which will be notified to the Purchaser before charges commence. Risk passes to the Purchaser on the date the Goods were first made available. Nothing in this clause limits the Supplier’s rights under section 37 of the SGA.

(c) Inspection — apparent defects. The Purchaser must inspect all Goods promptly on their arrival at the place to which they are consigned, and the Supplier will on request afford the Purchaser a reasonable opportunity to examine the Goods for the purposes of section 34 of the SGA. Written notice of shortages, incorrect supply, transit damage, or defects apparent on reasonable inspection must be given within fourteen (14) days after that arrival and, in any event, within ninety (90) days after delivery, whichever period expires first. Subject to section 35(2) of the SGA, failure to give notice within that period constitutes acceptance of the Goods for the purposes of section 35 of the SGA as to those matters, and the Purchaser loses any right to reject the Goods on those grounds, except where the shortage or defect was not reasonably discoverable within that period, in which case clause 6(d) applies. The parties agree that this notice period is reasonable having regard to the nature of the Goods, the Purchaser’s opportunity to inspect them, the Supplier’s need to make claims against its own carriers and suppliers within limited periods, and the fact that the Purchaser may onward supply or install the Goods. Nothing in this clause excludes or restricts any right or remedy of the Purchaser that cannot lawfully be excluded or restricted; clause 12 applies.

(d) Latent defects. For shortages and defects not reasonably discoverable within the period in clause 6(c), the Purchaser must give written notice within thirty (30) days of discovery and in any event within the Warranty Period. Nothing in this clause excludes or restricts any right or remedy of the Purchaser that cannot lawfully be excluded or restricted; clause 12 applies.

(e) Instalments. The Supplier may make partial deliveries and invoice each separately. Where the Goods are delivered by instalments, each instalment is treated as the subject of a severable contract for the purposes of section 31(2) of the SGA, and a defective, late or non-delivered instalment does not entitle the Purchaser to treat the Agreement as a whole as repudiated, but only to exercise its rights in respect of the affected instalment. This clause does not limit clause 19(b).

7. Returns, Cancellation and Change Orders

(a) Returns. A request to return Stock Items must be made within thirty (30) days of the invoice date. Returns are subject to a restocking fee equal to the greater of twenty-five percent (25%) of the invoice value or any restocking fee charged to the Supplier by the Manufacturer, up to a maximum of forty percent (40%) of the invoice value, plus all freight costs. The Supplier is under no obligation to accept a return of Stock Items and does so as an accommodation to the Purchaser. The restocking fee reflects the Supplier’s handling, inspection and re-packaging costs and the reduction in value of Goods returned to stock, and the parties agree that it is a reasonable pre-estimate of those costs and of that reduction in value. A return under this clause is an accommodation granted at the Purchaser’s request and is not a breach of the Agreement by the Purchaser, so that the restocking fee is a primary obligation forming part of the price of that accommodation and the rule against penalties does not apply to it; and if, contrary to that, the rule does apply, the parties agree that the Supplier has a legitimate interest in recovering those costs and that the fee is not out of all proportion to that interest. The Supplier will advise the applicable restocking fee before issuing the RMA.

(b) Exclusions. No return is permitted for cut cable (being cable cut from a full drum or reel length), custom-cut cable, made-to-order cable or assemblies, customised products, or NCNR Goods. This clause applies only to returns for the Purchaser’s convenience and does not limit any right of the Purchaser under clause 6, 8(g), 11 or 12. A designation of Goods as NCNR Goods is effective only as provided in the definition of NCNR Goods in clause 1.1.

(c) RMA. No return will be accepted without a valid RMA issued by the Supplier. A request for an RMA must be made in writing, and the Supplier will issue the RMA, or decline the request by written notice, within five (5) Business Days of receiving the request. The completed RMA must be returned within five (5) Business Days of issue, and the Goods must be returned within fourteen (14) calendar days of the date the RMA is issued, in original condition and packaging, freight prepaid. If either of those periods is not met the RMA lapses, and the Supplier may reissue it at its discretion.

(d) Incorrect supply. Where the Supplier has supplied in error, the Purchaser must give written notice in accordance with clause 6(c). Subject to the standard RMA process and inspection, the Supplier will issue a credit for the invoiced amount without restocking fee and will bear the freight cost of the return.

(e) Cancellation. Except as provided in clauses 6(a), 7(h), 9(e), 9(f), 18(c), 19(b) and 19(c), an order may not be cancelled, deferred, or varied without the Supplier’s written consent. Where consent is given, paragraphs (i), (ii) and (iii) apply separately to each line item of the order, and a reference in those paragraphs to an order is a reference to the line item concerned: (i) a line item for Stock Items cancelled before despatch is subject to a processing charge of up to ten percent (10%) of the price of that line item, being the Supplier’s reasonable costs of processing and reversing the order; (ii) a line item for cut cable, custom or made-to-order Goods, or NCNR Goods, cannot be cancelled once cutting or production has commenced or the Supplier has made an irrevocable commitment in respect of them; and (iii) in every case the Purchaser must pay the Supplier’s costs incurred and irrevocable commitments made in respect of the cancelled line item, including raw materials and work in progress, except that where paragraph (i) applies to a line item and paragraph (ii) does not apply to that line item, the charge under paragraph (i) is the Supplier’s sole entitlement in respect of the cancellation of that line item. A cancellation to which the Supplier has consented is not a breach of the Agreement by the Purchaser, so that the charges in this clause are primary obligations and the rule against penalties does not apply to them; and if, contrary to that, the rule does apply, the parties agree that the Supplier has a legitimate interest in recovering the costs it has incurred and the commitments it has made in reliance on the order, and that the charges are not out of all proportion to that interest.

(f) Reels and drums. Where a reel or drum deposit is charged, it is invoiced separately and credited on return of the reel or drum in good and reusable condition, undamaged and with legible identification, within twelve (12) months of despatch. Items identified as non-returnable carry no deposit and no credit.

(g) Commitment date. Where an order includes cut cable, custom or made-to-order Goods, or NCNR Goods, the Confirmation Email will state the date on or after which the Supplier expects to commence cutting or production, or to make an irrevocable commitment, in respect of those Goods. The exclusions in clauses 6(a) and 7(e)(ii) do not apply before that date, whether or not cutting or production has in fact commenced or an irrevocable commitment has in fact been made, and do not apply at all where the Confirmation Email does not state such a date. For the purposes of clauses 9(e), 9(f) and 18(c), cutting or production is taken not to have commenced, and no irrevocable commitment is taken to have been made, before the date stated in the Confirmation Email; and where the Confirmation Email states no such date, no adjustment may be made under clause 9(f) to the price of cut cable, custom or made-to-order Goods, or NCNR Goods. The Supplier will confirm in writing on request whether cutting or production has commenced or an irrevocable commitment has been made.

(h) Discontinued Goods and substitution. Where a Manufacturer discontinues, supersedes or materially modifies Goods after the Confirmation Email, the Supplier may supply functionally equivalent Goods of equal or better specification on written notice, or cancel the undelivered portion of the affected order without charge and refund any amount prepaid in respect of it. The Purchaser may reject a substitution by written notice given within five (5) Business Days of the Supplier’s notice, in which case the undelivered portion of the affected order is cancelled without charge and the Supplier will refund any amount prepaid in respect of it. Nothing in this clause limits the Supplier’s election under clause 9(e). The parties agree that the right conferred by this clause is limited to the circumstances stated in it, and that it is reasonable for the purposes of section 3(2)(b) of UCTA; it is exercisable only so far as is reasonable.

(i) Statutory rights. Nothing in this clause 7 excludes or restricts any right or remedy of the Purchaser that cannot lawfully be excluded or restricted, or applies to Goods that are defective or incorrectly supplied. Clause 12 applies.

(j) End-of-life and product change notices. Where the Supplier receives from a Manufacturer a notice of end of life, end of sale, discontinuation, last-time buy or product change affecting Goods that the Supplier has supplied to the Purchaser within the preceding twelve (12) months or that are the subject of an accepted order, the Supplier will give the Purchaser a copy of that notice, or a written summary of its substance, within ten (10) Business Days of receiving it. The Supplier gives no representation or warranty as to the continued availability of any Goods, is under no obligation to place, accept or fulfil any last-time-buy order or to hold or reserve any stock, and is not liable for any failure by a Manufacturer to give a notice or for the content, accuracy or completeness of any notice passed on under this clause. A notice or summary given under this clause is confidential information of the Supplier for the purposes of clause 17. Nothing in this clause limits clause 7(h) or clause 9(e).

8. Technical Data, Tolerances and Specifications

(a) Length tolerance. The Purchaser acknowledges that cable quantities are subject to manufacturing length tolerances. The delivered and invoiced quantity may be no less than the ordered quantity and no more than the ordered quantity plus two percent (2%), being a tolerance of minus zero percent to plus two percent (-0% to +2%), and the Supplier invoices on the actual quantity supplied. Where a reel would exceed this tolerance, the Supplier will request a revised purchase order rather than invoice the excess. This clause is a term of the Agreement as to the quantity to be delivered, and section 30 of the SGA has effect subject to it.

(b) The Supplier may, at its sole discretion, waive the charge for any additional length within tolerance.

(c) Disclaimer of advice. Subject to clause 12, the Purchaser confirms it is the sole decision-maker in the transaction and has not relied on any technical advice or representation from the Supplier that is not expressly recorded in the Special Conditions, the Confirmation Email or a Datasheet, including reliance on nominal test results which may not incorporate measurement uncertainty. The Supplier makes no representation regarding the effectiveness of any product feature in reducing, resisting, or eliminating damage caused by rodents, other pests, or environmental conditions. Nothing in this clause excludes or limits any liability of a party for fraud or fraudulent misrepresentation, and clause 2(f) applies to any exclusion or restriction of liability for misrepresentation effected by this clause.

(d) Selection and application. Subject to clause 12, the Purchaser is solely responsible for the selection, application, installation, and suitability of the Goods for its intended purpose, and will indemnify the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from misapplication or from installation not in accordance with the Manufacturer’s published specifications, applicable British Standards and designated standards, and good engineering practice, except to the extent caused by the Supplier’s negligence or breach of the Agreement. The Purchaser acknowledges that it does not make known to the Supplier any particular purpose for which the Goods are required so as to show that it relies, or that it is reasonable for it to rely, on the Supplier’s skill or judgement within the meaning of section 14(3) of the SGA, except where a particular purpose is expressly stated in the Special Conditions and expressly accepted by the Supplier in writing.

(e) High-risk use. The Goods are not designed for use in applications where failure could lead to death, personal injury, or severe physical or environmental damage, including nuclear facilities, aircraft navigation, and life support systems. The Purchaser will not use the Goods in any such application and will indemnify the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from any such use. Nothing in this clause excludes or limits either party’s liability for death or personal injury caused by negligence, or any liability under Part I of the CPA.

(f) Illustrations, drawings, and preliminary or indicative specifications supplied by the Supplier are drafts and approximations for reference only and must not be relied upon for accuracy. All rights in them remain the property of the Supplier or the relevant Manufacturer, may be recalled at any time, and must be treated as confidential in accordance with clause 17. Nothing in this clause excludes or limits any liability of a party for fraud or fraudulent misrepresentation, or any right or remedy of the Purchaser that cannot lawfully be excluded or restricted; clause 12 applies.

(g) Datasheets. Clause 8(f) does not apply to a Datasheet. The Supplier warrants that the Goods will conform in all material respects to the applicable Datasheet, subject to clause 8(a) and to any tolerance, test method, or measurement condition stated in the Datasheet or in the Manufacturer’s published specification for the Goods current at the date of the Confirmation Email. Nominal or typical values stated in a Datasheet are not guaranteed minima. The Supplier’s sole obligation and the Purchaser’s sole remedy for breach of this clause is, at the Supplier’s option, repair, replacement, or refund of the price paid for the affected Goods. The warranty in this clause applies for the Warranty Period. Notice must be given in accordance with clause 6(c) or 6(d), and this clause is subject to clauses 12 and 14. Clause 13(b) preserves the warranty in this clause.

9. Pricing, VAT, Duties and Adjustments

(a) The Purchaser must pay the price set out in the Confirmation Email.

(b) VAT. Unless otherwise stated, all prices and other amounts payable under the Agreement are exclusive of VAT. Where the Supplier makes a supply under the Agreement on which VAT is chargeable, the Purchaser must pay, in addition to the amount otherwise payable, an amount equal to the VAT chargeable on that supply, against a valid VAT invoice. Where a supply is zero-rated as an export, or is otherwise relieved from VAT, that treatment is conditional on the Supplier obtaining and holding valid evidence of removal or of entitlement to relief within the period required by HM Revenue & Customs; if that evidence is not obtained within that period, or if HM Revenue & Customs subsequently determines that the supply was not so treatable, the Purchaser must pay the VAT chargeable, together with any interest and penalty, within ten (10) Business Days of written demand. The Purchaser must provide the Supplier with its VAT registration number, its EORI number and all evidence of removal and other information the Supplier reasonably requires for that purpose.

(c) VAT adjustments and reimbursements. If the VAT treatment of a supply under the Agreement is adjusted, including because of an error or omission in the calculation of VAT, the Supplier will issue a VAT credit note or a further VAT invoice as appropriate and: (i) if the corrected VAT amount is less than the amount previously charged, the Supplier must refund the difference to the Purchaser; or (ii) if the corrected VAT amount is more than the amount previously charged, the Purchaser must pay the difference to the Supplier. Where a party is required to reimburse or indemnify the other for a cost or expense, the amount reimbursed is reduced by any input tax credit to which the other party is entitled or would be entitled but for its own act or omission. Where a party is required under the Agreement to indemnify or reimburse the other for a cost, expense or loss, and that payment is consideration for a supply on which VAT is chargeable, the payer must also pay an amount equal to the VAT chargeable on that supply.

(d) Duties and import charges. Prices are exclusive of all customs duties, tariffs, anti-dumping and countervailing duties, import fees, brokerage charges, and similar levies, all of which are the Purchaser’s responsibility and will be added to the invoice unless the Confirmation Email specifies a delivered price.

(e) Adjustment for change in cost. If the Supplier’s cost of performing the Agreement increases as a result of the coming into force, after the date of the quotation, of any law, regulation, tariff, duty, or other governmental measure having the force of law in any jurisdiction, the price may be adjusted to cover the additional cost and by no more than the additional cost. The adjustment includes no margin, and the Supplier will provide evidence of the increase on request. This applies to orders already accepted but not yet delivered. The Supplier will give written notice of any such adjustment, and the Purchaser may cancel the undelivered portion of the affected order without charge by written notice given within ten (10) Business Days of that notice. Where the Supplier gives notice of an adjustment under this clause in respect of cut cable, custom or made-to-order Goods, or NCNR Goods on which cutting or production has commenced or in respect of which the Supplier has made an irrevocable commitment, the Supplier must elect, and must state its election in that notice, either: (i) to absorb the additional cost in respect of those Goods, in which case no adjustment applies to those Goods and the right of cancellation in this clause does not apply to them; or (ii) to permit the Purchaser to cancel the undelivered portion of the affected order without charge.

(f) Currency. Prices for imported Goods are based on exchange rates prevailing at the quote date. The Supplier may adjust final pricing to reflect exchange rate movement between the quote date and the date of import or, where the Goods are not imported by the Supplier, the date of despatch. This clause applies only to orders accepted but not yet delivered, and notice of an adjustment must be given before despatch of the affected Goods. The Supplier will provide evidence of the movement on request. Where that movement is favourable to the Purchaser, the Supplier will reduce the price accordingly. No adjustment is made under this clause to the price of cut cable, custom or made-to-order Goods, or NCNR Goods once cutting or production has commenced or the Supplier has made an irrevocable commitment in respect of them. The Supplier will give written notice of any such adjustment, and the Purchaser may cancel the undelivered portion of the affected order without charge by written notice given within ten (10) Business Days of that notice.

(g) Unless stated otherwise, quoted prices are for supply from the Supplier’s premises and exclude transport, offloading, insurance, duties, taxes, and charges for non-standard packaging, drum or reel sizes, or testing certificates.

10. Payment

(a) Terms. Payment is due in cleared funds before despatch, or where the Supplier has extended a credit facility, within thirty (30) days from the end of the month of the invoice date. All payments are in pounds sterling unless the Confirmation Email specifies otherwise. Time of payment is of the essence of the Agreement, and section 10(1) of the SGA has effect accordingly. Payment is made without deduction, withholding or set-off except as permitted by clause 10(b).

(b) Set-off. Neither party may set off, deduct or withhold any amount payable to the other except in respect of an amount that the other party has admitted in writing is owing, that has been awarded by a court, arbitrator or adjudicator, or that the Purchaser has disputed in good faith under clause 10(e) and that has not been resolved in the Supplier’s favour. Nothing in this clause limits clause 10(e). The parties agree that this restriction is reasonable for the purposes of UCTA, having regard to its mutuality, to the exceptions stated in it, to the Purchaser’s right to dispute an invoice under clause 10(e) and to withhold the disputed portion while the dispute is unresolved, and to the fact that the Purchaser retains all of its rights and remedies as a separate claim.

(c) Interest and late payment compensation. Where each party is acting in the course of a business, the Agreement is a contract to which the Late Payment Act applies. Interest accrues under this clause on any overdue amount whether or not that Act applies. Interest accrues on any overdue amount at eight percent (8%) per annum above the official Bank Rate set by the Bank of England and in force from time to time, calculated daily from the due date until payment in full, whether before or after judgment. In addition to that interest, the Supplier is entitled to the fixed sum provided by section 5A(2) of the Late Payment Act and, where its reasonable costs of recovering the debt exceed that fixed sum, to the balance of those costs under section 5A(2A) of that Act. The parties agree that the rate of interest and the entitlements provided by this clause, taken together, provide a substantial remedy for late payment for the purposes of sections 8 and 9 of the Late Payment Act. If any part of this clause is held not to provide a substantial remedy, that part is severed to that extent and the statutory interest and compensation provided by the Late Payment Act apply in its place. Interest does not accrue on any amount disputed by the Purchaser in good faith under clause 10(e) for the period during which it remains so disputed. Where a dispute is resolved in the Supplier’s favour, interest accrues on the amount found to be owing from the original due date.

(d) Application of payments. The Supplier may apply any payment received against any amount owing by the Purchaser, including interest, administration, and collection costs, in any order it determines, and this clause displaces the rule in Clayton’s Case and any right of appropriation the Purchaser would otherwise have. Despite the preceding sentence, where the Supplier asserts or enforces the Retained Title, payments received are taken to have been applied first against the purchase price of Goods in the order in which those Goods were invoiced, oldest first, and the Supplier will maintain and, on request, produce records identifying the unpaid purchase price of each item of Goods.

(e) Disputed invoices. The Purchaser must notify the Supplier in writing of any disputed invoice within ten (10) Business Days of receipt of the invoice, or within the applicable period under clause 6(c) or 6(d) where the dispute concerns a shortage or defect, whichever is later. The Purchaser must nonetheless pay the undisputed portion of the invoice in accordance with clause 10(a), and the Supplier will issue a credit note or refund for any disputed amount where the dispute in respect of that amount is resolved in the Purchaser’s favour.

(f) Costs of recovery. The Purchaser must reimburse the Supplier for all reasonable costs of collection, including legal costs, collection agency fees, and any dishonour or returned-payment fee charged by the Supplier’s bank together with a reasonable administration charge. Amounts recovered under this clause and under section 5A of the Late Payment Act are not cumulative in respect of the same cost. No dishonour fee is payable where the relevant invoice has been disputed by the Purchaser in good faith under clause 10(e).

(g) Conditional payment and construction contracts. (i) Payment of any amount owing under the Agreement is not conditional on the Purchaser, or any other person, receiving payment from a third party, and any provision of any other document purporting to make it so conditional does not apply to the Agreement. (ii) The Agreement is a contract for the supply of Goods only, and the Supplier does not carry out construction operations. Accordingly the Agreement is not a construction contract for the purposes of Part II of the Housing Grants, Construction and Regeneration Act 1996, and falls outside it by reason of section 105(2)(d) of that Act. (iii) If, contrary to paragraph (ii), any part of the Agreement is held to be a construction contract to which Part II of that Act applies, then to the extent that the Agreement does not comply with the requirements of Part II, the relevant provisions of the Scheme for Construction Contracts (England and Wales) Regulations 1998 apply to that part and are incorporated into the Agreement, and nothing in the Agreement excludes or restricts the operation of section 108, section 110, section 111 or section 113 of that Act. (iv) Clause 22(f) does not apply to any adjudication or other proceeding under Part II of that Act or under the Scheme.

(h) Recovery of the price as a debt. (i) Subject to the Purchaser’s rights of cancellation, refund and credit under clauses 6(a), 7(d), 7(h), 9(c), 9(e), 9(f), 18(c) and 19(g), and subject to clause 10(e) as to the disputed portion of an invoice only, the price of the Goods, and every other amount payable under the Agreement, is payable on the due date determined under clause 10(a) irrespective of delivery and irrespective of whether title in the Goods has passed to the Purchaser, and the Purchaser’s obligation to pay is not conditional on the passing of title. (ii) The parties acknowledge that, because the Supplier retains title under clause 4, an action for the price under section 49(1) of the SGA may be unavailable, and they intend that this clause should nonetheless entitle the Supplier to recover the price as a debt. (iii) Accordingly the Purchaser must pay the price to the Supplier as a debt due under this clause, and this clause takes effect as an independent contractual obligation to pay an agreed sum on the due date that does not depend on section 49 of the SGA and is not displaced by it; and nothing in this clause prevents the Supplier from relying on section 49 of the SGA where it is available. (iv) The Supplier’s acceptance of payment of the price, or the recovery of the price under this clause, does not of itself pass title in the Goods, which passes only in accordance with clause 4. (v) Where the Supplier has recovered Goods under clause 4(g) and sold them, it must credit the Purchaser with the net proceeds against the amount recovered or recoverable under this clause.

(i) Unpaid seller’s rights. The Supplier has, in addition to and not in substitution for the Retained Title, the Lien and its rights under clause 4(g), the rights of an unpaid seller under sections 38 to 48 of the SGA, including its lien on the Goods for the price while it is in possession of them, its right of stoppage in transit, and its right to resell under section 48(3) and section 48(4) of the SGA. The exercise of those rights is subject to clauses 3(f), 4(g), 19(e) and 19(h), and to the extent of any inconsistency between this clause and clause 3(f) or clause 4(g), the notice, proportionality, best-price and accounting obligations in clause 3(f) and clause 4(g) prevail.

11. Warranty

(a) Title. The Supplier warrants that: (i) at the time when title is to pass it has the right to sell the Goods; (ii) the Goods are free from any charge or encumbrance not disclosed or known to the Purchaser before the Agreement is made, other than the Retained Title and the Lien; (iii) the Purchaser will enjoy quiet possession of the Goods except so far as it may be disturbed by the owner or other person entitled to the benefit of any charge or encumbrance disclosed or known to the Purchaser before the Agreement is made; and (iv) where the Purchaser sells the Goods in the ordinary course of its business as permitted by clause 4(d)(i) before title has passed, that sale is made with the Supplier’s authority and the buyer takes the Goods free of the Retained Title, and the Supplier will do all things reasonably necessary to give effect to this paragraph. This clause states the terms implied by section 12 of the SGA, which are not excluded or restricted by the Agreement and cannot lawfully be excluded or restricted by reason of section 6(1) of UCTA. The Purchaser acknowledges that the Retained Title and the Lien are disclosed to it by the Agreement before the Agreement is made, and the parties agree that the exercise by the Supplier of the Retained Title or the Lien in accordance with the Agreement is a lawful exercise of the Supplier’s own rights and is not a disturbance of the Purchaser’s quiet possession for the purposes of paragraph (iii); this sentence is a matter of construction and does not exclude or restrict the term implied by section 12(2)(b) of the SGA. Nothing in paragraph (iv) affects the Purchaser’s obligations under clause 4(d)(ii) in respect of the proceeds of that sale, or the Supplier’s rights in respect of a sale that is not in the ordinary course of the Purchaser’s business.

(b) Manufacturer warranties. The Supplier does not itself manufacture the Goods, except as stated in clause 11(c). This does not affect the Supplier’s status as a producer of the Goods for the purposes of Part I of the CPA, which is addressed in clause 12(d). The Supplier assigns and passes through to the Purchaser, to the extent assignable, all warranties provided to the Supplier by the Manufacturer, and authorises the Purchaser to make and settle warranty claims directly with the Manufacturer. The Supplier will provide the substance of the applicable Manufacturer’s warranty terms on request, which it may provide by way of a statement of those terms issued by the Supplier or in redacted form, provided that the Supplier will not redact the duration, scope, exclusions, conditions or remedies of the warranty, and may redact only pricing and other commercial terms not material to a warranty claim. Where a Manufacturer’s warranty is not assignable, the Supplier will, at the Purchaser’s written request and cost, pursue the warranty claim against the Manufacturer on the Purchaser’s behalf and account to the Purchaser for the proceeds.

(c) Limited Supplier warranty. For Goods manufactured, assembled, or terminated by the Supplier, the Supplier warrants that those Goods will be free from material defects in materials and workmanship for the Warranty Period, provided notice is given in accordance with clause 6(c) or 6(d). The Supplier’s sole obligation and the Purchaser’s sole remedy is, at the Supplier’s option, repair, replacement, or refund of the price paid. This clause is subject to clauses 12 and 14. Clause 13(b) preserves the warranty in this clause.

(d) During the Warranty Period the Supplier may inspect the Goods at the Purchaser’s location or require their return to a designated location.

(e) Exclusions. No warranty under this clause covers defects caused by improper storage or handling, normal wear and tear, pests, deliberate or accidental damage, modification, or installation or use not in accordance with the Manufacturer’s published specifications, applicable British Standards and designated standards, and good engineering practice.

(f) Backstop remedy. Where Goods not covered by clause 11(c) fail to conform to the applicable Manufacturer’s warranty, and the Manufacturer has not provided a remedy within ninety (90) days of the Claim Start Date, the Supplier will, at its option, repair or replace the Goods or refund the price paid for them. The Claim Start Date is: (i) where the Supplier is required to pursue the claim under clause 11(b), the date on which the Supplier submits the claim to the Manufacturer; and (ii) in every other case, the later of the date on which the Purchaser properly submits the claim to the Manufacturer and the date on which the Purchaser gives the Supplier written notice of that submission, identifying the Goods, the failure claimed and the date of submission. The Purchaser must give that notice within five (5) Business Days of submitting the claim, and must on the Supplier’s written request provide copies of its correspondence with the Manufacturer relating to the claim. A failure to give that notice within five (5) Business Days does not of itself disentitle the Purchaser to the remedy in this clause, but the ninety (90) day period does not begin until the notice is given. This clause applies only in respect of Goods for which the Warranty Period had not expired at the date the claim was submitted to the Manufacturer. Where the Supplier is reasonably satisfied, on the information available to it, that the Manufacturer is actively evaluating the claim, and the Supplier notifies the Purchaser of that fact before the end of the ninety (90) day period, that period is extended by up to a further sixty (60) days. This clause applies only where the Purchaser has given notice in accordance with clause 6(c) or 6(d). This is the Purchaser’s sole remedy in respect of such Goods and is subject to clauses 12 and 14. Clause 13(b) preserves the warranty in this clause.

(g) Conditions applying to remedies. Where the Supplier repairs, replaces or refunds under clause 8(g), 11(c), 11(f) or 16(d): (i) the Purchaser must, at the Supplier’s request and cost, return the affected Goods to the Supplier or make them available for collection; (ii) title in Goods replaced or refunded passes to the Supplier on replacement or refund or, where title has not passed to the Purchaser, remains with the Supplier; and (iii) to the extent permitted by law, the Purchaser assigns to the Supplier, and will do all things reasonably necessary to give effect to that assignment, all rights it has against the Manufacturer in respect of the affected Goods to the extent of the amount refunded or the value of the repair or replacement provided, and to the extent any such right is not assignable the Purchaser holds it on trust for the Supplier and will pursue it at the Supplier’s cost and direction. Goods repaired or replaced under this clause carry the balance of the original Warranty Period, or ninety (90) days from the date of repair or replacement, whichever expires later.

12. Statutory Rights, Non-Excludable Liability and Consumers

(a) Non-excludable rights prevail. Nothing in the Agreement excludes or restricts, or is to be read as excluding or restricting, any liability or any right or remedy that cannot lawfully be excluded or restricted. In particular, nothing in the Agreement excludes or restricts: (i) liability for death or personal injury resulting from negligence, which cannot be excluded or restricted by reason of section 2(1) of UCTA; (ii) liability for fraud or fraudulent misrepresentation; (iii) the terms implied by section 12 of the SGA, which cannot be excluded or restricted by reason of section 6(1) of UCTA; (iv) liability under Part I of the CPA, which cannot be limited or excluded by reason of section 7 of that Act; (v) liability for misrepresentation, except so far as clause 2(f) excludes or restricts it and section 3 of the Misrepresentation Act 1967 permits that exclusion or restriction; or (vi) any other liability that cannot lawfully be excluded or restricted. Clauses 13 and 14 apply only to the extent permitted by law and are subject to this clause 12.

(b) Consumers. These Standard Terms are written for supply to a Purchaser acting in the course of a business, and the Purchaser warrants that it does not deal as a Consumer. If, contrary to that warranty, the Purchaser deals as a Consumer, then: (i) the CRA applies to the supply, and nothing in the Agreement excludes or restricts any right or remedy conferred on the Purchaser by Part 1 or Part 2 of the CRA or by any other consumer protection legislation, including the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and Part 4 of the Digital Markets, Competition and Consumers Act 2024; (ii) any term of the Agreement that is unfair within the meaning of section 62 of the CRA does not bind the Purchaser, and the Agreement continues to bind the parties so far as it is capable of continuing without that term; and (iii) clauses 6(c), 6(d), 7, 13, 14(a), 14(b) and 22(d) apply only to the extent permitted by the CRA. The Supplier may, on becoming aware before delivery that the Purchaser deals as a Consumer, cancel the affected order without charge to the Purchaser and refund any amount prepaid.

(c) Reasonableness. The parties have negotiated and agreed the Agreement on the footing that the exclusions and restrictions in clauses 2(f), 6, 7, 8, 10(b), 11(c), 11(e), 11(f), 11(g), 13, 14, 16(d) and 22(d) satisfy the requirement of reasonableness in section 11 of UCTA and in section 3 of the Misrepresentation Act 1967. In assessing reasonableness, the parties have had regard to the matters in Schedule 2 to UCTA and record that, as at the date the Agreement is made: (i) the parties are of broadly comparable bargaining strength, each is a commercial party contracting in the course of its business, and each has had the opportunity to take independent legal advice; (ii) the Purchaser was able to acquire the same or equivalent goods from other suppliers, and could have proposed Special Conditions varying any of those clauses, in which case the price would have been recalculated to reflect the different allocation of risk; (iii) the Purchaser knew, or ought reasonably to have known, of the existence and extent of those terms, having been given a reasonable opportunity to read these Standard Terms and having had its attention drawn to them by the Notice of Important Terms at the head of this document; (iv) the requirements of clauses 6(c), 6(d) and 22(d) as to the time within which notice must be given or proceedings commenced are practicable for a purchaser handling goods of this kind in the ordinary course of its business; (v) a substantial proportion of the Goods are cut, made or configured to the Purchaser’s order; and (vi) each party is better placed than the other to insure against the risks allocated to it by clause 14, and the price reflects that allocation. Each of those clauses is severable from each other clause, and from each paragraph and sentence within it, so that a holding that any of them fails the requirement of reasonableness does not affect any other.

(d) Producer status and product liability. The Purchaser acknowledges that the Supplier may be a producer of the Goods for the purposes of Part I of the CPA, including where the Supplier’s brand or mark is applied to the Goods, where the Supplier holds itself out as the producer, or where the Supplier has imported the Goods into the United Kingdom in order to supply them in the course of a business. Nothing in the Agreement affects any right that the Purchaser or any other person has against the Supplier in that capacity, and section 7 of the CPA prevents any such liability being limited or excluded. Nothing in the Agreement limits any defence available to the Supplier under section 4 of the CPA, or the effect of section 11A(3) of the Limitation Act 1980.

(e) International supply contracts. Where the Agreement is an international supply contract within the meaning of section 26(3) and (4) of UCTA, sections 2 to 7 of UCTA do not apply to it, and clauses 13 and 14 take effect according to their terms without the qualification imposed by the requirement of reasonableness. This clause does not affect clause 12(a), which continues to apply according to its terms as a matter of contract whether or not UCTA applies, does not apply where the Purchaser deals as a Consumer, and does not affect the application of any mandatory rule of the law of any other country that applies notwithstanding the choice of law in clause 22(a).

13. Exclusion of Implied Terms

Subject to clause 12:

(a) The Purchaser acknowledges that it acquires the Goods for the purposes of a business, trade, profession or occupation, or for resupply, and not for personal, domestic or household use or consumption, and that the Supplier supplies them in reliance on that acknowledgement.

(b) The Supplier Warranties are the only warranties given by the Supplier and are in place of all other warranties, conditions, representations and terms implied by statute, common law, custom, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law, including the terms implied by sections 13, 14 and 15 of the SGA and by sections 3, 4 and 5 of the SGSA. The exclusion in this clause does not extend to section 12 of the SGA or section 2 of the SGSA, which are not excluded. Nothing in this clause excludes or limits any express obligation of the Supplier under the Agreement, and the Supplier Warranties take effect as express terms notwithstanding this clause. Subject to clause 12(e), the exclusion effected by this clause has effect only so far as it satisfies the requirement of reasonableness under section 6(1A) or section 7(1A) of UCTA, as applicable, and clause 12(c) applies.

(c) Except as provided in clause 8(g), the Supplier gives no warranty that the Goods conform to any plan, specification, drawing or sample not expressly incorporated into the Special Conditions, and gives no warranty as to the accuracy of any information, safety data sheet, declaration of performance, declaration of conformity, or warning supplied by a Manufacturer. No sale under the Agreement is a sale by sample within the meaning of section 15 of the SGA unless the Special Conditions expressly so provide.

14. Limitation of Liability

Subject to clause 12:

(a) Liability cap. Each party’s total aggregate liability for all claims arising out of or in connection with the Agreement, whether in contract, in tort (including negligence), for breach of statutory duty, in restitution, under statute or under an indemnity, does not exceed the greater of: (A) GBP 50,000; and (B) the lesser of (1) the aggregate price paid or payable by the Purchaser for the Goods supplied under the orders to which the claims relate, and (2) the total price paid or payable by the Purchaser to the Supplier for all Goods in the twelve (12) months immediately preceding the date on which the first of those claims was notified in writing. The limit in this clause is a single aggregate limit for all claims by a party first notified in writing in any twelve (12) month period, under all contracts between the parties and under any Continuing Supply Arrangement, and applies however many claims are first notified in that period. A separate limit, calculated in accordance with this clause, applies to claims first notified in each subsequent twelve (12) month period. This clause does not limit: (i) the Purchaser’s obligation to pay the price, interest, storage charges, recovery costs, or any charge or reimbursement expressly payable under clause 3(d), 6(b), 7, 9, 10, 18(c) or 19(f); (ii) subject to paragraph (iv), any amount payable by the Purchaser under an indemnity in the Agreement in respect of a claim by a third party, which is instead subject to a separate cap of three times the amount determined under the first sentence of this clause and is not counted towards the cap applying to all other claims; (iii) any amount payable by the Purchaser under clause 2(h), or for breach of clause 16(b), which is instead subject to that separate cap and is not counted towards the cap applying to all other claims; (iv) either party’s liability for breach of clause 15(a) or 15(e), which is not subject to any cap, except that the Supplier is liable under this paragraph only in respect of its own breach of clause 15(e); (v) subject to paragraph (ii), either party’s obligation to pay, refund or credit an amount under clause 3(f), 4(g), 6(a), 7(d), 7(f), 7(h), 9(c), 10(e), 15(h) or 19(g), but this paragraph does not apply to any amount payable under an indemnity; or (vi) any amount payable by the Purchaser under clause 3(d), 4(k) or 5(g), which is not subject to any cap. Either party’s liability for breach of clause 17 does not exceed three times the amount determined under the first sentence of this clause, and is not counted towards the cap applying to all other claims. Subject to paragraphs (i), (ii), (iii), (iv) and (vi), the Purchaser’s liability under any indemnity in the Agreement in respect of loss suffered by the Supplier itself, as distinct from liability to a third party, is subject to the cap in this clause. Either party’s liability for Removal Costs does not exceed the Removal Costs Sub-Cap for the affected Goods, and is not counted towards the cap applying to all other claims.

(b) Consequential Loss. Neither party is liable to the other for any Consequential Loss, however arising, whether in contract, in tort (including negligence), for breach of statutory duty or otherwise, and whether or not that party was advised of the possibility of that loss. Nothing in this clause limits the Purchaser’s obligation to pay the price or any amount payable by the Purchaser under an indemnity in the Agreement in respect of a claim by a third party, the Supplier’s right to recover amounts payable under clause 3(d), 6(b), 7, 9, 10, 18(c) or 19(f), or either party’s liability for breach of clause 15(a), 15(e), 16(b) or 17.

(c) Independence of this clause. The exclusions and limitations in clauses 14(a) and 14(b) are allocations of risk reflected in the price. The Purchaser acknowledges that it has been given a reasonable opportunity to read these Standard Terms and to propose Special Conditions varying this clause 14, and that the price reflects the allocation of risk in this clause 14. Those exclusions and limitations are independent and severable from the limited remedies in clauses 8(g), 11(c), 11(f), 15(h) and 16(d), and apply regardless of whether any limited remedy is not performed, does not achieve its intended result, is held to be void or unenforceable, or is otherwise unavailable, and regardless of any breach of the Agreement, however fundamental or repudiatory, and regardless of whether the Agreement is terminated or treated as discharged by reason of that breach.

(d) Contributory fault. The liability of a party for loss or damage sustained by the other is reduced proportionately to the extent that the loss or damage was caused or contributed to by that other party’s failure to comply with its obligations under the Agreement, or by its negligence or other wrongful act or omission, regardless of whether the claim is made in contract, in tort or under an indemnity, and the principles of the Law Reform (Contributory Negligence) Act 1945 apply to a claim under an indemnity or in contract as they would to a claim in negligence.

(e) Mitigation. Neither party is liable for loss that the other party could have avoided by taking reasonable steps.

(f) Exceptions. Nothing in this clause 14, including clause 14(b), limits or excludes liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; (iii) liability under Part I of the CPA; (iv) breach of the terms implied by section 12 of the SGA; or (v) any other liability that cannot lawfully be limited or excluded. Apart from the exceptions in this clause, clauses 14(a) and 14(b) apply to all liability of a party, including liability arising from a deliberate, intentional or wilful breach of the Agreement, from a repudiatory breach, and from wilful misconduct, and the parties intend those clauses to apply to such a breach notwithstanding its character. Nothing in this clause 14 limits the Purchaser’s obligation to pay the price.

(g) No liquidated damages. No liquidated damages, delay penalty, or service credit applies to the Supplier under the Agreement unless expressly agreed in the Special Conditions.

(h) Supplier indemnity. The Supplier indemnifies the Purchaser against loss, liability, damage, claims, costs and expenses (including reasonable legal costs) in respect of: (i) death or personal injury caused by the negligence of the Supplier or of any person for whom it is responsible, or by a defect in the Goods; and (ii) loss of or damage to tangible property other than the Goods themselves, any property or works in which the Goods are or are to be incorporated, and the Purchaser’s network, in each case caused by the negligence of the Supplier or of any person for whom it is responsible. Consistently with clause 14(f)(ii) and 14(f)(iii), the death and personal injury limb is not subject to any cap. The property damage limb is subject to a separate cap of three times the amount determined under the first sentence of clause 14(a), and is not counted towards the cap in clause 14(a). Clause 21(l) applies to this indemnity, except that the Supplier, and not the Purchaser, has conduct of the defence and settlement of any claim under it, and the Purchaser must not admit liability in respect of any such claim or settle it without the Supplier’s prior written consent, which must not be unreasonably withheld or delayed.

(i) Benefit of exclusions. Clauses 8, 11, 12, 13, 14 and 22(d) apply for the benefit of the Supplier and of each of its officers, employees, agents, subcontractors and Group Companies, and the Supplier holds the benefit of those clauses on trust for each of them, and each of them may enforce those clauses under the Contracts (Rights of Third Parties) Act 1999 as if a party to the Agreement, subject to clause 21(f). The Supplier is responsible for the acts and omissions of its subcontractors in performing the Agreement as if they were its own.

15. Trade and Regulatory Compliance

(a) Export control and sanctions. The Purchaser will comply with all applicable export control and sanctions laws, including the Export Control Act 2002, the Export Control Order 2008 and the UK Strategic Export Control Lists, Regulation (EU) 2021/821 as it forms part of the law of England and Wales, the Sanctions and Anti-Money Laundering Act 2018 and the regulations made under it (including the Russia (Sanctions) (EU Exit) Regulations 2019), the Customs and Excise Management Act 1979 and the Taxation (Cross-border Trade) Act 2018, and with the export control and sanctions laws of any other applicable jurisdiction, including those of the United States and the European Union where they apply. The Purchaser represents that neither it, nor any of its principals, owners or controllers, nor any person for whom it acts, is designated on the Consolidated List of Financial Sanctions Targets maintained by the Office of Financial Sanctions Implementation, on the UK Sanctions List, or on any comparable restricted party list of any other applicable jurisdiction, and that it is not owned or controlled by any such person. The Purchaser will not export, re-export, transfer, sell or supply the Goods, directly or indirectly, to any sanctioned or embargoed destination or to any designated person, and will not supply them for any use prohibited by those laws, including any military end use requiring a licence that has not been obtained. Where the Goods are subject to a re-export restriction imposed by the law of the United Kingdom or of any other applicable jurisdiction, the Purchaser will impose an equivalent restriction on each person to whom it supplies them, and will use reasonable endeavours to monitor and enforce compliance with it. The Purchaser will provide the Supplier with any end-user undertaking, end-use statement or destination information the Supplier reasonably requires in order to obtain or maintain a licence. The Purchaser indemnifies the Supplier against all loss, liability, penalties, fines, costs and expenses (including reasonable legal costs) arising out of or in connection with any breach of this clause by the Purchaser. Breach of this clause is a material breach entitling the Supplier to terminate immediately. The Supplier is not obliged to perform any obligation under the Agreement to the extent that performance would expose it to any sanction, prohibition or restriction under any applicable law, and any failure or delay attributable to that is not a breach of the Agreement.

(b) Telecommunications security and vendor restrictions. The Purchaser is responsible for determining whether the Goods satisfy any security, vendor or supply chain requirement applicable to it or to its customers, including any requirement arising under the Telecommunications (Security) Act 2021, sections 105A to 105Z29 of the Communications Act 2003, the Electronic Communications (Security Measures) Regulations 2022, the Telecommunications Security Code of Practice, any designated vendor direction, the Network and Information Systems Regulations 2018, the National Security and Investment Act 2021, or any procurement or debarment requirement under the Procurement Act 2023. Where the Purchaser notifies the Supplier in writing before order acceptance that Goods are intended for a project subject to such a requirement, the Supplier will provide the Manufacturer declarations available to it for that order. The Supplier gives no representation as to equipment or services not supplied by it.

(c) Country of origin. Country of origin is as advised to the Supplier by the Manufacturer, is provided on request, and may vary between production runs. Any statement of origin is a statement of non-preferential origin determined in accordance with the Taxation (Cross-border Trade) Act 2018 and the regulations made under it, unless the Supplier expressly issues a statement on origin for preferential purposes under an applicable trade agreement. The Supplier makes no representation that the Goods satisfy any origin-based, local content, social value or procurement requirement, and the Purchaser is responsible for determining whether the Goods satisfy any such requirement applicable to it or to its customers. Neither party will make any representation as to the origin of the Goods that is inconsistent with the information provided under this clause.

(d) Importer of record. Except on a delivered and duty-paid supply under clause 5(d), the Purchaser is the importer of record for any shipment imported into any jurisdiction in connection with the supply where the Purchaser or its nominee is the consignee, and is responsible for customs clearance, classification, valuation, the making of customs declarations, and payment of duties and import VAT. The Purchaser must hold and maintain a valid EORI number and, where the Goods move between Great Britain and Northern Ireland, must hold any authorisation required under the arrangements applying to such movements and must provide the Supplier with the information the Supplier reasonably requires in order to complete any declaration.

(e) Anti-bribery, tax evasion and fraud. Each party will comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and will not offer, promise, give, request, agree to receive or accept any bribe, facilitation payment, or other improper advantage in connection with the Agreement. Each party will maintain adequate procedures designed to prevent bribery by persons associated with it for the purposes of section 7(2) of the Bribery Act 2010, reasonable prevention procedures for the purposes of sections 45 and 46 of the Criminal Finances Act 2017 (failure to prevent the facilitation of tax evasion), and, where applicable to it, reasonable fraud prevention procedures for the purposes of the failure to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2023. Each party will notify the other promptly of any breach of this clause of which it becomes aware. Each party indemnifies the other against all loss, liability, penalties, fines, costs and expenses (including reasonable legal costs) arising out of or in connection with any breach of this clause by it. Breach of this clause is a material breach entitling the other party to terminate immediately under clause 19(b).

(f) Modern slavery. Each party will comply with all applicable modern slavery and human trafficking laws, including the Modern Slavery Act 2015, will not engage in any activity that constitutes an offence under sections 1, 2 or 4 of that Act, will take reasonable steps to ensure that no such activity occurs in its supply chains, and will provide such information as the other party reasonably requires to prepare a slavery and human trafficking statement under section 54 of that Act.

(g) Product compliance, marking and declarations. The Supplier makes no representation as to compliance of the Goods with any electrical safety, electromagnetic compatibility, radio equipment, hazardous substances, chemical, construction products or other product compliance regime, beyond passing on the declarations, markings and warning materials provided to it by the Manufacturer, which it will supply on request. Those regimes may include the Electrical Equipment (Safety) Regulations 2016, the Electromagnetic Compatibility Regulations 2016, the Radio Equipment Regulations 2017, the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2012, the General Product Safety Regulations 2005, Regulation (EC) No 1907/2006 as it forms part of the law of England and Wales (UK REACH), and, in respect of cables and other products intended for permanent incorporation into construction works, Regulation (EU) No 305/2011 as it forms part of the law of England and Wales and the Construction Products Regulations 2013. Where a Manufacturer has issued a declaration of performance or a declaration of conformity for the Goods, or has applied a UKCA or CE marking to them, the Supplier will provide a copy of that declaration on request, and the Purchaser acknowledges that the Supplier passes it on as a distributor and does not itself verify the matters declared. The Purchaser is responsible for determining the requirements applicable to its own use and onward supply of the Goods, including any labelling, marking, declaration, information or compliance requirement applicable in the jurisdiction of resupply or installation, and for satisfying any duty to communicate information about substances of very high concern under Article 33 of UK REACH to the extent that duty falls on it. The Purchaser will indemnify the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from the Purchaser’s failure to apply any label, marking or warning so required. Nothing in this clause excludes or restricts any right or remedy of the Purchaser that cannot lawfully be excluded or restricted; clause 12 applies.

(h) Safety incidents and recall. The Purchaser must notify the Supplier in writing immediately, and in any event within two (2) Business Days, of becoming aware of any death, serious injury or illness, property damage, or safety defect associated with the Goods, or of any recall, field notice, withdrawal or regulatory enquiry affecting them, and must give any notice it is required to give to a market surveillance authority. The Purchaser must maintain records sufficient to identify, by batch, drum or serial number, each person to whom it has resupplied Goods and the location at which they were installed, and must retain those records for the period required by the applicable product safety regime or, if longer, for ten (10) years from resupply. Where the Supplier notifies the Purchaser of a recall or corrective action, the Purchaser must immediately cease supply and use of the affected Goods, pass the notice on to each person to whom it resupplied them, and provide all reasonable assistance the Supplier requires. The Supplier will reimburse the Purchaser’s reasonable direct costs of complying with this clause where the recall arises from a defect in the Goods as supplied. Reimbursement under this clause is in addition to any remedy under clause 8(g), 11(c) or 11(f), and is limited to the Purchaser’s reasonable direct costs of notification, of retrieval and of record-keeping. In this clause, retrieval means the recovery, collection, quarantine, transport and return of affected Goods that are in the possession of the Purchaser, or of a person to whom the Purchaser has resupplied them, and that are not installed, and does not include removal, de-installation, reinstallation, replacement or make-good. It does not extend to any Consequential Loss, and, other than a claim for Removal Costs, the Purchaser has no other claim against the Supplier in respect of a recall or corrective action. This clause is subject to clauses 12, 13 and 14.

(i) Personal data. Where either party discloses personal data (as defined in Article 4(1) of the UK GDPR) to the other in connection with the Agreement, the parties act as independent controllers and not as joint controllers, and the recipient must: (i) process that personal data in accordance with the UK GDPR and the Data Protection Act 2018; (ii) use and disclose it only for the purposes of the Agreement or as required by law, and on a lawful basis under Article 6 of the UK GDPR; (iii) implement appropriate technical and organisational measures under Article 32 of the UK GDPR to protect it against unauthorised or unlawful processing and against accidental loss, destruction or damage; (iv) notify the other party in writing without undue delay, and in any event within forty-eight (48) hours, of becoming aware of any personal data breach affecting that personal data, and provide all reasonable assistance in connection with any notification under Article 33 or Article 34 of the UK GDPR and with any request from a data subject or the Information Commissioner; and (v) transfer that personal data outside the United Kingdom only in reliance on adequacy regulations made under section 17A of the Data Protection Act 2018 or on an appropriate safeguard under Article 46 of the UK GDPR. Where the Purchaser is required to maintain records under clause 15(h) that contain personal data, it must retain those records securely, use them only for the purposes of clause 15(h), and erase or anonymise them at the end of the retention period stated in that clause. Where the Supplier requests production of those records, the Supplier may use them only for the purposes of the relevant recall, corrective action or safety investigation.

(j) Audit of records. Not more than once in any twelve (12) month period, and on not less than ten (10) Business Days’ written notice, the Supplier may audit the Purchaser’s records for the sole purpose of verifying the Purchaser’s compliance with clause 15(h) and clauses 4(c), 4(d) and 4(f). An audit is limited to the records the Purchaser is required to keep under clause 15(h) and to records evidencing the location, quantity, identification, storage, insurance, sale and other disposition of Goods to which the Supplier retains title, and does not extend to any other record, system, premises or personnel of the Purchaser. The audit must be conducted during business hours, by the Supplier or by an independent auditor appointed by it and bound by obligations of confidentiality no less onerous than clause 17, in a manner that does not unreasonably disrupt the Purchaser’s business, and in accordance with the Purchaser’s reasonable site access, safety and security requirements. The Purchaser must give the Supplier or the auditor reasonable access to, and on request copies of, the records within the scope of the audit. Clause 17 applies to all information obtained on an audit, the Supplier may use that information only to verify compliance with those clauses and to exercise its rights in respect of any non-compliance, and clause 15(i) applies to any personal data contained in the records. The Supplier bears its own costs of an audit and the Purchaser’s reasonable costs of complying with it, unless the audit discloses material non-compliance, in which case the Purchaser must reimburse the Supplier’s reasonable costs of the audit and the Supplier may conduct one further audit within the following twelve (12) months at the Purchaser’s cost. This clause does not limit clause 4(c), clause 4(k) or clause 15(h).

(k) Supply chain and cyber security. This clause applies where the Purchaser has notified the Supplier in writing before order acceptance that the Purchaser, or a customer of the Purchaser to whom the Purchaser will resupply the Goods, is subject to a risk management programme or an equivalent regulatory obligation requiring supply chain risks to be identified, assessed and mitigated. Subject to clauses 13 and 14: (i) Incident notification. The Supplier will notify the Purchaser in writing as soon as practicable, and in any event within five (5) Business Days, of becoming aware of a cyber security incident affecting the Supplier’s own systems that the Supplier reasonably considers has had, or is likely to have, a material adverse effect on the Goods supplied to the Purchaser or on Purchaser data held by the Supplier, and will keep the Purchaser reasonably informed of the steps it is taking in response. Clause 15(i) applies separately in respect of personal data. (ii) Change of ownership or control. The Supplier will notify the Purchaser in writing within ten (10) Business Days of any change in the direct or indirect ownership or control of the Supplier, other than a dealing in securities admitted to trading on a UK regulated market or an equivalent market outside the United Kingdom. (iii) Information for the Purchaser’s programme. On the Purchaser’s reasonable written request, and at the Purchaser’s reasonable cost, the Supplier will provide information in its possession as to the Supplier’s own security practices and as to the provenance of the Goods that the Purchaser reasonably requires for the purposes of that programme or obligation, and will use reasonable endeavours to obtain from the relevant Manufacturer any equivalent information that the Manufacturer makes available. The Supplier need not disclose information that is subject to an obligation of confidence owed to a third party, that is subject to legal professional privilege, or the disclosure of which would in the Supplier’s reasonable opinion compromise the security of its systems or the confidentiality of another customer’s information. (iv) No responsibility for the Purchaser’s compliance. Nothing in this clause makes the Supplier responsible for the Purchaser’s or any other person’s compliance with any regulatory obligation, and clause 15(b) continues to apply. The Supplier gives no representation or warranty that the Goods or the Supplier’s practices satisfy any such obligation, and information provided under this clause is provided for the Purchaser’s own assessment and at the Purchaser’s own risk. (v) All information provided under this clause is confidential information of the Supplier for the purposes of clause 17.

(l) Packaging, waste and product stewardship. The Purchaser must return reusable drums and reels in accordance with clause 7(f). Where a drum, reel or other packaging is identified by the Supplier as non-returnable, or is not returned within the period in clause 7(f), the Purchaser is responsible for its lawful reuse, recycling or disposal, and for the lawful disposal of all other packaging, offcuts and waste arising from its use or installation of the Goods, in each case in accordance with applicable waste, recycling and environmental laws, including the duty of care in section 34 of the Environmental Protection Act 1990, the Waste (England and Wales) Regulations 2011, the Waste Electrical and Electronic Equipment Regulations 2013 and the producer responsibility obligations applying to packaging. Each party will provide the other with such information as it reasonably requires in connection with any packaging, recycling, extended producer responsibility or product stewardship scheme to which that other party is subject, including data required for packaging producer responsibility reporting and for the plastic packaging tax under Part 2 of the Finance Act 2021. Nothing in this clause makes the Supplier responsible for the Purchaser’s compliance with any such scheme, or obliges the Supplier to accept the return of, or to collect, any packaging, drum or reel other than as provided in clause 7(f).

16. Intellectual Property and Trade Marks

(a) Ownership of all intellectual property in the Goods, specifications, and documentation remains with the Supplier or the relevant Manufacturer. The Supplier grants the Purchaser a limited, royalty-free, non-exclusive licence to use that intellectual property for the use, maintenance, resupply, and marketing of the Goods, and to reproduce the Supplier’s Datasheets unaltered for the purpose of resupplying the Goods. That licence may be sub-licensed through the Purchaser’s distribution chain to any subsequent purchaser or end user of the Goods, and is irrevocable in respect of Goods supplied before termination.

(b) Except as expressly agreed in the Special Conditions, the Purchaser must not alter, remove, obscure, or add to any trade mark, brand, marking, UKCA or CE marking, or other conformity marking on the Goods or their packaging, and must not apply any other trade mark or trade name to the Goods.

(c) The Purchaser must notify the Supplier immediately on becoming aware of any actual or potential infringement of the Supplier’s trade marks.

(d) If a third party alleges that standard, non-customised Goods infringe any patent, trade mark, copyright, registered or unregistered design right, database right or other intellectual property right, the Purchaser must notify the Supplier immediately. The Supplier’s liability is limited, at its option, to obtaining the right to continued use, replacing the Goods, or refunding the price paid. No remedy is available where the claim arises from customisation, from compliance with the Purchaser’s specifications, from the Purchaser’s marketing, or from combination with third-party products.

(e) Where Goods are manufactured to the Purchaser’s specifications, the Purchaser will indemnify the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) in respect of intellectual property infringement arising from those specifications.

(f) Manufacturer indemnities. The Supplier does not design or manufacture the Goods, except as stated in clause 11(c), and clause 12(d) applies to its status as a producer for the purposes of Part I of the CPA. The Supplier assigns and passes through to the Purchaser, to the extent assignable, the benefit of any intellectual property indemnity given to the Supplier by the Manufacturer in respect of the Goods, and will provide the substance of its terms on request, which it may provide by way of a statement issued by the Supplier or in redacted form. Where such an indemnity is not assignable, the Supplier will, at the Purchaser’s written request and cost, pursue the indemnity claim against the Manufacturer on the Purchaser’s behalf and account to the Purchaser for the proceeds. The Supplier gives no independent indemnity in respect of any third-party intellectual property claim, and clause 16(d) states the Purchaser’s sole remedy against the Supplier in respect of any such claim.

(g) Firmware and embedded software. Where Goods contain firmware or embedded software, that firmware or software is licensed and not sold. The Supplier grants the Purchaser a non-exclusive licence, non-transferable except on an assignment permitted under clause 21(a), to use it solely as embedded in the Goods and for the purpose of operating the Goods, and that licence may be sub-licensed through the Purchaser’s distribution chain to any subsequent purchaser or end user of the Goods. The Purchaser must not reverse engineer, decompile, disassemble, modify or create derivative works of that firmware or software except to the extent that restriction is prohibited by law, including sections 50B and 50BA of the Copyright, Designs and Patents Act 1988. Open source components are licensed under their own terms, which prevail over this clause to the extent of any inconsistency, and the Supplier will identify those components on request. Where Goods are coded or keyed for compatibility with particular host equipment, the coding is as stated in the applicable Datasheet or the Confirmation Email, and the Purchaser is responsible for confirming compatibility with its own equipment before ordering.

17. Confidentiality

(a) Each party (the Receiving Party) must keep confidential all specifications, drawings, pricing, forecasts, and technical or commercial information disclosed to it by the other party (the Disclosing Party), must use it only for the purposes of the Agreement, and must not disclose it without the Disclosing Party’s prior written consent, except to its employees, professional advisers, insurers, financiers, and Group Companies who need to know it and are bound by equivalent obligations, and, in the case of the Supplier, to Manufacturers, testing houses, credit reference agencies, credit insurers, debt collection agencies, and logistics and customs providers, in each case to the extent necessary to perform the Agreement and where bound by equivalent obligations.

(b) This clause does not apply to information that: (i) is or becomes public other than through breach of this clause; (ii) was lawfully known to the Receiving Party without restriction before disclosure; (iii) is received from a third party without restriction; (iv) is independently developed without use of the Disclosing Party’s information; or (v) the Receiving Party is required to disclose by law or by a regulatory or judicial authority, provided it gives the Disclosing Party prompt notice where lawful to do so. Nothing in this clause prevents or restricts a protected disclosure within the meaning of Part IVA of the Employment Rights Act 1996 or the disclosure of information to a regulator or law enforcement authority.

(c) On termination or on the Disclosing Party’s written request, the Receiving Party will return or destroy the Disclosing Party’s confidential information, except for copies retained in routine backup systems or as required by law or by the Receiving Party’s record retention policy.

(d) The obligations in this clause continue for five (5) years after termination or expiry, and indefinitely in respect of any information that constitutes a trade secret within the meaning of the Trade Secrets (Enforcement, etc.) Regulations 2018.

(e) Publicity and references. Despite clause 17(a), the Supplier may identify the Purchaser as a customer of the Supplier by name and logo in its customer lists, on its website, in tender, pre-qualification and capability submissions, and in internal credentials material, and may state in general terms the nature of the Goods supplied. In doing so the Supplier must not disclose the price or volume of any supply, any network design, route or site location information, or any other confidential information of the Purchaser. Any case study, media release, award submission, customer testimonial or other publication that goes beyond the first sentence of this clause requires the Purchaser’s prior written consent, which must not be unreasonably withheld or delayed. The Purchaser may withdraw the right conferred by the first sentence of this clause at any time by written notice, in which case the Supplier will cease the relevant use within thirty (30) days, other than in material already printed or distributed and in archived material. Any use of the Purchaser’s name or logo is subject to the Purchaser’s reasonable brand guidelines notified in writing to the Supplier, and confers no right in the Purchaser’s trade marks other than as expressly stated in this clause. Neither party may otherwise use the other party’s name, logo or trade marks without prior written consent.

18. Force Majeure

(a) Neither party is liable for any failure or delay in performance, other than an obligation to pay money, due to causes beyond its reasonable control. An event is a cause beyond a party’s reasonable control for the purposes of this clause only where the event, or its effect on the affected party, was beyond that party’s reasonable control and could not have been avoided or overcome by the exercise of reasonable diligence, whether or not the general possibility of an event of that kind was foreseeable. That requirement applies to every event listed in this clause. Subject to that requirement, causes beyond a party’s reasonable control include acts of God, fire, flood, storm, drought, war, terrorism, riot, civil commotion, embargo, strikes and labour disputes (other than those involving the affected party’s own workforce where the affected party could reasonably have avoided or resolved them), epidemic or pandemic, cyber attack, plant or mechanical breakdown, carrier failure, supply chain disruption, upstream supplier or component shortages, and governmental action prohibiting or preventing performance. A change in tariffs or duties is not a force majeure event and is dealt with under clause 9(e). An increase in the cost of performance is not of itself a force majeure event.

(b) The affected party must notify the other party promptly, stating the event relied on and its expected duration, and must use reasonable endeavours to mitigate the effect of the event. The affected party’s time for performance is extended for the duration of the event.

(c) Termination for prolonged force majeure. (i) Where the Supplier is the affected party and the event continues for more than sixty (60) days, the Supplier may terminate the affected order, or so much of it as is affected by the event, on written notice to the Purchaser. (ii) Where the event continues for more than one hundred and eighty (180) days, either party may terminate the affected order, or so much of it as is affected by the event, on written notice. (iii) On termination under this clause the Purchaser must pay for Goods already delivered, for all work performed on cut cable, custom or made-to-order Goods, and for all costs incurred and irrevocable commitments made by the Supplier in respect of undelivered cut cable, custom or made-to-order Goods and NCNR Goods. (iv) Where the Purchaser pays an amount under paragraph (iii) in respect of cut cable, custom or made-to-order Goods or NCNR Goods that are complete or partly complete, or in respect of raw materials or work in progress, the Supplier must at the Purchaser’s cost and direction deliver those Goods, materials and work in progress to the Purchaser, and title in them passes to the Purchaser on payment in full and in cleared funds of that amount. (v) Clause 19(g) applies to any amount prepaid in respect of Goods not delivered. (vi) Termination by the Supplier under paragraph (i) does not entitle the Supplier to any amount in respect of the terminated order other than as provided in paragraph (iii), and does not of itself constitute a breach of the Agreement by the Supplier.

(d) The Supplier is under no obligation to allocate Goods in short supply in any particular manner, but where it allocates Goods in short supply it will do so on a reasonable and non-discriminatory basis.

19. Termination and Insolvency

(a) For convenience. Either party may terminate any Continuing Supply Arrangement on thirty (30) days’ written notice, except that the Supplier’s rights under clauses 3(a) and 3(e) are not subject to this clause. Termination under this clause does not affect any order already accepted by the Supplier, which continues to be governed by the Agreement and may be cancelled only in accordance with clause 7(e).

(b) For cause. A party may terminate the Agreement, or any order under it, immediately by written notice if the other party: (i) suffers an Insolvency Event; (ii) commits a material breach that is not capable of remedy, other than a failure to pay an amount disputed by the Purchaser in good faith under clause 10(e); (iii) breaches clause 15(e); or (iv) commits a material breach that is capable of remedy, other than a failure to pay an amount disputed by the Purchaser in good faith under clause 10(e), and does not remedy it within ten (10) Business Days of written notice. Paragraph (i) has effect subject to clause 19(e).

(c) Supplier’s additional rights. The Supplier may terminate the Agreement, or any order under it, immediately by written notice if the Purchaser: (i) fails to make any payment when due (other than an amount disputed by the Purchaser in good faith under clause 10(e)) and does not remedy that failure within ten (10) Business Days of written notice; (ii) breaches clause 15(a) or 15(e); or (iii) commits a material breach of the Supplier’s, or of a Manufacturer’s, intellectual property rights in or in connection with the Goods, and does not remedy that breach within five (5) Business Days of written notice where it is capable of remedy.

(d) Termination does not affect any accrued right or liability of either party, or any provision expressed to survive termination.

(e) Restrictions on insolvency-related rights. (i) The parties acknowledge that section 233B of the Insolvency Act 1986 applies to a contract for the supply of goods to a company that enters a relevant insolvency procedure. To the extent that section applies: (A) any provision of the Agreement under which the Agreement or any order would terminate, or under which the Supplier would become entitled to terminate, cease to perform, suspend, vary a right or take any other step, by reason of the Purchaser becoming subject to a relevant insolvency procedure, ceases to have effect for so long as required by that section; (B) the Supplier will not exercise a right to terminate the Agreement or any order by reason of an event occurring before the Purchaser became subject to that procedure; and (C) the Supplier will not make it a condition of continued supply that any outstanding charge in respect of a supply made before the Purchaser became subject to that procedure is paid. (ii) Nothing in this clause prevents the Supplier from terminating with the consent of the office-holder or of the Purchaser, or with the permission of the court under section 233B(5) of that Act on the ground that continuation of the Agreement would cause the Supplier hardship, or from requiring payment in advance for future supplies to the extent permitted by section 233B. (iii) Any right suspended by the operation of this clause or of section 233B is suspended and not extinguished, and revives to the fullest extent the law allows once that section ceases to apply. (iv) To the extent the law permits, nothing in this clause limits the Supplier’s rights under clause 3(a), clause 3(e), clause 3(f), clause 4, clause 19(c)(i) or clause 19(f), or its rights as owner of Goods to which it retains title.

(f) Consequences of termination by the Supplier. On termination by the Supplier under clause 19(b) or 19(c), or on the occurrence of an Event of Default: (i) all amounts owing by the Purchaser to the Supplier on any account become immediately due and payable, whether or not previously due; and (ii) the Purchaser must pay the Supplier for all Goods delivered, all work performed on cut cable, custom or made-to-order Goods, and all costs incurred and irrevocable commitments made in respect of undelivered Goods. This clause has effect subject to clause 19(e).

(g) Consequences of termination by the Purchaser, and refunds. On termination by the Purchaser under clause 19(b), the Purchaser must pay the Supplier for all Goods delivered and accepted, and the Supplier must refund any amount prepaid by the Purchaser in respect of Goods not delivered. Where an order or the Agreement is terminated or cancelled otherwise than by reason of an Event of Default or the Purchaser’s breach, the Supplier will refund any amount prepaid by the Purchaser in respect of Goods not delivered, less any amount the Purchaser is required to pay under clause 7(e) or 18(c).

(h) Administration and moratorium. The Purchaser acknowledges that, where the Purchaser is in administration, the Supplier’s rights under clause 3(f) and clause 4(g) may be exercised only with the consent of the administrator or the permission of the court, in accordance with paragraphs 43(2), 43(3) and 44 of Schedule B1 to the Insolvency Act 1986, and that equivalent restrictions apply during a moratorium under Part A1 of that Act. The Purchaser and, where applicable, its office-holder must on request provide the Supplier with the location, description and quantity of all Goods to which the Supplier retains title within five (5) Business Days. Nothing in the Agreement limits the Supplier’s right to apply for that consent or permission, or its rights as owner of those Goods. Where an office-holder of the Purchaser uses, sells or otherwise disposes of Goods to which the Supplier retains title, the Supplier reserves all rights in respect of that use or disposal, including any right to be paid the value of those Goods as an expense of the relevant insolvency procedure and any right to trace into the proceeds, and no forbearance by the Supplier is a waiver of the Retained Title or a consent to that use or disposal.

20. Amendments, Version Control and Incorporation

(a) Variation of these Standard Terms. The Supplier may vary these Standard Terms by giving at least thirty (30) days’ written notice, including to reflect changes in law, in the Goods, or in the Supplier’s operations. Notice is given by publishing the varied Standard Terms on the Supplier’s website and, where the Purchaser has an open order or an approved credit account, by notice under clause 21(b). This clause does not permit the Supplier to vary the terms of any contract already formed, and clause 21(o) applies to any variation of a contract already formed.

(b) Governing version. Each version of these Standard Terms carries a version number and a date, which appear at the head of this document. Varied terms take effect at the end of the notice period and apply only to orders accepted on or after the date on which they take effect. Orders already accepted continue to be governed by the version of these Standard Terms in force when they were accepted. This clause determines the version of these Standard Terms governing an order, and prevails over any inconsistent statement in a Confirmation Email despite clause 1.2(b).

(c) Acceptance of varied terms. Continued ordering after the varied terms take effect constitutes acceptance of them. If the Purchaser does not accept the varied terms, it may by written notice given before the varied terms take effect terminate any Continuing Supply Arrangement without charge, and in any event is not bound by the varied terms in respect of any order accepted before they take effect. Termination under this clause does not affect any order already accepted by the Supplier, which continues to be governed by the version of these Standard Terms in force when it was accepted and may be cancelled only in accordance with clause 7(e).

(d) Publication and archive. These Standard Terms are published as a web page on the Supplier’s website. The Supplier will retain and make available on request a copy of each superseded version, together with its version number and the date stated at the head of it, for not less than seven (7) years after it ceases to be the current version. Where there is a discrepancy between the version published on the Supplier’s website and a copy supplied by the Supplier to the Purchaser and identified by the same version number, the version published on the website prevails, unless the copy supplied to the Purchaser was signed on behalf of the Supplier or was attached to a Confirmation Email, in which case that copy prevails. The Purchaser may at any time request a copy of the version governing any order.

21. General

(a) Assignment. The Purchaser may not assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under the Agreement without the Supplier’s prior written consent, which will not be unreasonably withheld. The Supplier may assign, transfer, charge, subcontract or deal with any of its rights or obligations under the Agreement, provided that any assignment or transfer does not materially and detrimentally affect the Purchaser’s rights under the Agreement and any assignee or transferee assumes the Supplier’s obligations under it. Nothing in this clause restricts, or is to be read as restricting, the assignment of a receivable to the extent that the Business Contract Terms (Assignment of Receivables) Regulations 2018 render such a restriction of no effect.

(b) Notices. Notices must be in writing and sent to the Purchaser at the postal address or email address specified in the Confirmation Email or credit application, and to the Supplier by email to legal@scalefibre.com or by pre-paid first class post or recorded delivery to ScaleFibre UK Ltd, 2 Frederick Street, Kings Cross, London WC1X 0ND, United Kingdom, in each case marked for the attention of Legal. Either party may change its address or email address for notices by written notice to the other given under this clause and taking effect five (5) Business Days after it is received, and a notice sent to the last address or email address notified under this clause is effectively given. Notice sent by email is received when it becomes capable of being retrieved at that address, or at 9.00am on the next Business Day if that time is outside business hours. Notice delivered by hand is received on delivery, and notice sent by pre-paid first class post or recorded delivery is received at 9.00am on the second Business Day after posting. This clause does not apply to the service of any claim form, application notice or other document in any proceedings or other method of dispute resolution, which must be served in accordance with the Civil Procedure Rules.

(c) Severance. If any provision of the Agreement is or becomes void, voidable, invalid, illegal or unenforceable, it is read down or modified to the minimum extent necessary to make it valid, legal and enforceable or, if it cannot be so read down or modified, is deemed deleted; and any such reading down, modification or deletion does not affect the validity and enforceability of the rest of the Agreement. Where a provision is deemed deleted, the parties will negotiate in good faith to agree a replacement provision that, so far as possible, achieves the intended commercial result. Each exclusion, limitation and restriction in the Agreement is severable from each other, and each paragraph and sentence within it is severable, so that a holding that one fails the requirement of reasonableness under UCTA does not affect any other.

(d) Waiver. No failure or delay in exercising a right operates as a waiver, and no single or partial exercise precludes further exercise. A waiver of any right or remedy is effective only if given in writing.

(e) Survival. Clauses 1, 2(f), 2(h), 2(i), 2(j), 3(d), 3(f), 3(g), 3(h), 3(i), 4, 5(c), 5(d), 5(e), 5(f), 5(g), 6(a), 6(b), 6(c), 6(d), 7(c), 7(d), 7(e), 7(f), 7(i), 7(j), 8(c), 8(d), 8(e), 8(f), 8(g), 9(a), 9(b), 9(c), 9(d), 9(g), 10, 11, 12, 13, 14, 15, 16, 17, 18(c), 19(d), 19(e), 19(f), 19(g), 19(h), 20(b), 20(c), 20(d), 21, and 22 survive termination or expiry. A clause that survives does so only in respect of Goods supplied, orders accepted and rights accrued before termination or expiry, and does not oblige either party to accept or place any further order.

(f) Third party rights. Except as stated in this clause, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it, and the Agreement confers no right on any person other than the parties. Clauses 8, 11, 12, 13, 14 and 22(d) are enforceable, to the extent that clause 14(i) confers their benefit, by each person and each member of each class of person identified in clause 14(i); and clauses 16(a) and 16(g) are enforceable by each person to whom a sub-licence is granted in accordance with them. No other person may enforce any term of the Agreement under that Act. The consent of any such person is not required to rescind, terminate, vary or waive any provision of the Agreement, and section 2(1) of that Act does not apply to the Agreement. Nothing in this clause affects any right or remedy that a person has otherwise than under that Act, including under Part I of the CPA.

(g) Relationship. Nothing in the Agreement creates any partnership, joint venture, agency, or employment relationship between the parties. Manufacturers are not agents, subcontractors, or representatives of the Supplier.

(h) Counterparts, electronic signature and deeds. The Agreement and any document entered into under it may be executed in any number of counterparts, each of which when executed constitutes an original and all of which together constitute one instrument. A signature applied by electronic means is effective for the purposes of section 7 of the Electronic Communications Act 2000 and is treated as an original signature. Where any document is required by the Agreement or by law to be executed as a deed, it must be executed and delivered as a deed in accordance with section 44 and section 46 of the Companies Act 2006 or, in the case of an individual, section 1 of the Law of Property (Miscellaneous Provisions) Act 1989; and a deed is not validly executed by the exchange of counterparts of a signature page alone unless the requirements for virtual execution recognised at law are satisfied.

(i) Further assurance. Each party will do all things reasonably necessary, and execute all documents reasonably required, to give full effect to the Agreement.

(j) Capacity. The Purchaser contracts as principal and not as agent for any other person unless the Confirmation Email expressly records otherwise. The Purchaser must notify the Supplier in writing before placing an order if it enters the Agreement as trustee of any trust or as agent for a disclosed or undisclosed principal. A Purchaser that is a trustee is bound both personally and in its capacity as trustee, and warrants that it has power under the trust instrument to enter the Agreement, that it has a full right of indemnity out of the assets of the trust in respect of its obligations under the Agreement, and that it will not do anything to prejudice that right. Each party warrants that it has full power and authority to enter into and perform the Agreement, and that the person accepting these Standard Terms on its behalf is authorised to do so.

(k) Joint and several. Where the Purchaser comprises more than one person, each is bound jointly and severally, and the Supplier may enforce the Agreement against any one or more of them without first proceeding against any other.

(l) Indemnities. Each indemnity in the Agreement is a continuing obligation, independent of the other obligations of the parties, and survives termination. The indemnified party need not incur expense or make payment before enforcing an indemnity. Where an indemnity relates to a claim by a third party, the indemnified party will notify the indemnifying party promptly on becoming aware of the claim, and will provide such assistance and access to documents as the indemnifying party reasonably requires at the indemnifying party’s cost. The indemnified party retains conduct of the defence and settlement of the claim and may settle it acting reasonably, provided it consults the indemnifying party before doing so and, where the indemnifying party has accepted liability under the indemnity in writing and is not in default, obtains that party’s consent, which must not be unreasonably withheld or delayed. Failure to comply with this clause reduces the indemnifying party’s liability only to the extent it is actually prejudiced by that failure, and does not otherwise affect the indemnity. The indemnified party must take reasonable steps to mitigate the loss to which the indemnity relates. The indemnities in the Agreement are: those given by the Purchaser in clauses 2(h), 3(d), 3(f), 4(g), 4(k), 5(g), 8(d), 8(e), 15(a), 15(e), 15(g) and 16(e); and those given by the Supplier in clauses 14(h) and 15(e). Each of them is limited by clause 14 except to the extent clause 14 expressly provides otherwise. This list is included for convenience only and does not create, extend or limit any indemnity.

(m) Cumulative rights and remedies. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. Where the Agreement states that a remedy is a party’s sole or exclusive remedy, that statement takes effect subject to clause 12.

(n) Language. The Agreement and all notices and other communications under it must be in English. Any translation is provided for convenience only, and the English text prevails.

(o) Variation of a contract already formed. No variation of a contract already formed under the Agreement is effective unless it is in writing and signed by, or on behalf of, each party. This clause does not prevent a variation effected by a Confirmation Email that the Purchaser has expressly accepted in writing, and does not limit clause 20.

22. Governing Law, Jurisdiction and Limitation of Actions

(a) Governing law. The Agreement, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it, its subject matter or its formation, is governed by and construed in accordance with the law of England and Wales.

(b) Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with the Agreement, its subject matter or its formation. The parties intend this clause to be an exclusive choice of court agreement for the purposes of the Convention on Choice of Court Agreements concluded at The Hague on 30 June 2005.

(c) Recovery and enforcement. Despite clause 22(b), the Supplier may bring proceedings for the recovery of amounts owing, or for the recovery of Goods to which it retains title or over which it has the Lien, in any court of competent jurisdiction where the Purchaser is located or where the Goods are located; and either party may apply to any court of competent jurisdiction for interim or protective relief.

(d) Limitation of actions. No action by either party arising out of or in connection with the Agreement may be commenced more than three (3) years after the cause of action accrues, except that an action for breach of a Supplier Warranty may be commenced within three (3) years after expiry of the Warranty Period, and an action under clause 16(d) may be commenced within three (3) years after the Purchaser notifies the Supplier of the relevant allegation. This clause does not apply to an action by either party for the recovery of any amount owing to it, or for the recovery of Goods to which the Supplier retains title or over which it has the Lien. An action under any indemnity in the Agreement must be commenced within three (3) years after the indemnified party has discharged the liability to which the indemnity relates. This clause shortens, and does not extend, the periods provided by the Limitation Act 1980. It does not apply to a claim for death or personal injury, to a claim under Part I of the CPA, to a claim in respect of which the period is postponed by section 32 of the Limitation Act 1980 (fraud, concealment or mistake), or to any claim that cannot lawfully be barred by agreement. This clause is a term restricting a remedy for the purposes of section 13(1) of UCTA, and clause 12(c) applies to it.

(e) International conventions excluded. The United Kingdom is not a Contracting State to the United Nations Convention on Contracts for the International Sale of Goods. To the extent that Convention would otherwise apply to the Agreement, whether by reason of the rules of private international law of any other State or otherwise, it is excluded, as are the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods.

(f) Dispute escalation. Before commencing proceedings, a party must give written notice of the dispute and the parties must procure that a senior representative of each meets, in person or by video conference, within fifteen (15) Business Days of that notice to attempt to resolve it in good faith. The running of each period in clause 22(d) is suspended in respect of a dispute from the date written notice of that dispute is given until thirty (30) days after the meeting required by this clause has taken place or, if no meeting takes place, thirty (30) days after the fifteen (15) Business Day period has expired. A period may be suspended only once in respect of any one dispute, and a further notice of the same dispute, or of a dispute arising out of substantially the same facts, does not suspend the running of any period. The aggregate suspension of any period under this clause must not exceed ninety (90) days, whether in respect of one dispute or more than one. If the meeting does not take place within that period, either party may commence proceedings. This clause does not prevent either party from seeking urgent interim or injunctive relief, does not prevent either party from taking any step necessary to prevent a claim becoming time-barred under the Limitation Act 1980, does not apply to proceedings under clause 22(c), and does not apply to any proceeding to which clause 10(g)(iv) applies. Compliance with this clause is a condition precedent to the commencement of proceedings other than proceedings of a kind excepted by it.

If you have questions, contact us:
Legal Enquiries Email: legal@scalefibre.com
Telephone: +44 20 8191 2194

ScaleFibre UK Ltd
Registered in England and Wales, company number 16685020
2 Frederick Street
Kings Cross
London WC1X 0ND
United Kingdom