Terms of Sale

  TERMS OF SALE FOR CONSUMERS

1. THESE TERMS

1.1 What these terms cover. These are the terms and conditions on which we sell goods and digital content available on our website www.shop.se.com/uk/en to you. References to products in these terms means both goods and digital content.

1.2 Purchase of services from our website. If you request the performance of a service from our website, separate terms will apply to the delivery of that service.

1.3 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

2. INFORMATION ABOUT US AND HOW TO CONTACT US

2.1 Who we are. We are Schneider Electric Controls UK Limited a company registered in England and Wales. Our company registration number is 00739180 and our registered office is at Stafford Park 5, Telford, England TF3 3BL.

2.2 How to contact us. You can contact us by telephoning our customer service team at +44 (0) 333 6000 622 or by writing to us by email at shop-uk@se.com or writing to us at Southway Drive, Southway, Plymouth, Devon PL6 6QT.

2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3. OUR CONTRACT WITH YOU

3.1 How we will accept your order. Our acceptance of your order will take place when we confirm your order by email, at which point a contract will come into existence between you and us.

3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this by email and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

4. OUR PRODUCTS

4.1 Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.

 

4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.

5. YOUR RIGHTS TO MAKE CHANGES TO AN ORDER

5.1 If you wish to make a change to any order you have placed with us, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of your order, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see Clause 7 - Your rights to end the contract).

6. PROVIDING THE PRODUCTS

6.1 Delivery and delivery costs. For orders placed on https://shop.se.com/uk/en we deliver to UK addresses only including the Channel Islands, Isles of Schilly and the Isle of Mann. The costs of delivery will be displayed to you on our website before you place your order. Some areas of delivery may be subject to a remote area surcharge and this will be displayed to you on our website.

6.2 When we will provide the products. During the order process we will let you know when we will provide the products to you. Products will not be dispatched before payment is made. If the products are goods, we will deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order. If the products are a one-off purchase of digital content, we will make the digital content available for download by you as soon as we accept your order.

6.3 Supply of software or other digital content. If you purchase any software, an app or other digital content from us (Digital Content), your use of that Digital Content will be subject to additional terms that will be made available to you before you download the Digital Content.

6.4 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

6.5 When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us.

6.6 When you own goods. You own a product which is goods once we have received payment in full.

7. YOUR RIGHTS TO END THE CONTRACT

7.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:

(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 9;

(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 7.2;

 

(c) If you have just changed your mind about the product, see clause 7.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;

(d) In all other cases (if we are not at fault and there is no right to change your mind), see clause 7.4.

7.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (c) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:

(a) we have told you about an error in the price or description of the product you have ordered, and you do not wish to proceed;

(b) there is a risk that supply of the products may be significantly delayed because of events outside our control;

(c) you have a legal right to end the contract because of something we have done wrong.

7.3 Exercising your right to change your mind and how long do you have to change your mind? For most products bought online you have a legal right to change your mind within 14 days and receive a refund. How long you have depends on what you have ordered and how it is delivered.

(a) Have you bought digital content for download? if so, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.

(b) Have you bought goods? if so, you have 14 days after the day you (or someone you nominate) receives the goods, unless your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.

7.4 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 7.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods or digital content is completed when the product is delivered, downloaded or streamed and paid for. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.

8. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)

8.1 Tell us you want to end the contract. To end the contract with us, please let us know by sending us the completed form at Schedule 1 or by doing one of the following:

(a) Phone or email. Call customer services on +44 (0) 333 6000 622 or email us at shop-uk@se.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.

(b) Online. Complete the form at https://shop.se.com/uk/en/returns on our website.

 

(c) By post. Print off the Cancellation Form and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.

8.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the products (i) by accessing https://shop.se.com/uk/en/returns to obtain a returns label and drop the products at your local DHL drop off point; or (ii) post them back to us at Schneider Electric Controls UK Ltd., Southway Drive, Southway, Plymouth, Devon PL6 6QT; or (iii) if they are not suitable for posting allow us to collect them from you. If you are unable to avail of the above methods for return, please call customer services on +44 (0) 333 6000 622 or email us at shop-uk@se.com. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us, you wish to end the contract.

8.3 When we will pay the costs of return. We will pay the costs of return if the products are faulty or misdescribed, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong. In all other circumstances, you must pay the costs of return.

8.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.

8.5 How we will refund you. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

8.6 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:

(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. See our Returns page at https://shop.se.com/uk/en/returns for information about what handling is acceptable and examples. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.

(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within [3-5] days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

8.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind, then:

(a) If the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 9.3.

(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.

 

9. IF THERE IS A PROBLEM WITH THE PRODUCT

9.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at +44 (0) 333 6000 622 or write to us at shop-uk@se.com or Schneider Electric Controls UK Ltd., Southway Drive, Southway, Plymouth, Devon PL6 6QT.

9.2 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this contract. Nothing in these terms will affect your legal rights.

9.3 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on +44 (0) 333 6000 622 or email us at shop-uk@se.com or access at https://shop.se.com/uk/en/returns for a return label or to arrange collection.

10. PRICE AND PAYMENT

10.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. All prices on https://shop.se.com/uk/en are given in Pounds Sterling. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 10.3 for what happens if we discover an error in the price of the product you order.

10.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

10.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.

10.4 When you must pay and how you must pay. We accept payment with MasterCard credit or debit card or Visa credit or debit card. For goods, you must pay for the products before we dispatch them. We will charge your credit or debit card at the conclusion of the ordering process. For digital content, you must pay for the products before you download them.

11. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

11.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

11.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products.

11.3 If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our

 

advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

11.4 We are not liable for business losses. We only supply the products to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, loss or corruption of data, business interruption, or loss of business opportunity.

12. HOW WE MAY USE YOUR PERSONAL INFORMATION

We will only use your personal information as set out in our privacy policy at https://shop.se.com/uk/en/privacy-policy.

13. OTHER IMPORTANT TERMS

13.1 We may transfer this contract to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.

13.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

13.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

13.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

13.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the products, we can still require you to make the payment at a later date.

13.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by the laws of the country in which you live, and you can bring legal proceedings in respect of the products in England and your local courts.

 

 

Schedule Cancellation Form

 

(Complete and return this form only if you wish to withdraw from the contract)

To: Schneider Electric Controls UK Ltd., Southway Drive, Southway, Plymouth, Devon PL6 6QT, +44 (0) 333 6000 622, shop-uk@se.com. I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*],

Ordered on [*]/received on [*],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

[*] Delete as appropriate

TERMS OF SALE FOR BUSINESSES

1. ABOUT US

1.1. Schneider Electric Controls UK Limited (company number 00739180) is a company registered in England and Wales with registered office at Stafford Park 5, Telford, England TF3 3BL. The main trading address is Southway Drive, Southway Plymouth, Devon PL6 6QT. The VAT number is GB242 3380 87. Schneider Electric Controls UK Limited operates the website shop.se.com/uk.

1.2. To contact Schneider Electric Controls UK Limited telephone the customer service team at +44 (0) 333 6000 622 or email shop-uk@se.com. How to provide formal notice of any matter under the Contract is set out in Clause 22.

2. GENERAL

2.1. These Online General Terms of Sale (“OGTS”) shall govern any order by the buyer (the ‘’Buyer’’ or ‘’Party’’) for Products in the UK from Schneider Electric Controls UK Limited (the ‘’Seller’’ or ‘’Party’’)(the “Contract”).

2.2. These OGTS shall apply exclusively. Any diverging, contrary or complementary general terms and conditions of Buyer shall only become a part of the Contract if and to the extent Seller has expressly consented in writing to their validity. This consent requirement shall apply even where Seller makes a delivery without reservation to the Buyer even though Seller is aware of the Buyer’s general terms and conditions.

The Buyer hereby warrants and represents to the Seller, that it is a business customer acting in the course of business and is not a consumer under the laws of England and Wales.

3. DEFINITIONS

3.1. “Anti-Corruption Law” means all applicable laws which prohibit the conferring of any gift, payment or other benefit on any person or any officer, employee, agent or advisor of such person including but not limited to the French “Sapin II” Law, the United States’ Foreign Corrupt Practices Act, and the United Kingdom Bribery Act or which prohibit money laundering, tax evasion or the facilitation thereof.

3.2. “Confidential Information” means any and all information in any form that each Party provides to each other in the course of the Contract and that either (i) has been marked as confidential; or (ii) is of such nature that a reasonable person would treat as confidential under like circumstances. Confidential Information does not include information which (a) is already known to the other Party at the time of disclosure; (b) is independently developed without the benefit of the other’s Confidential Information; (c) is received from a third party that is not under any confidentiality obligation towards the owner of the information; or (d) has entered the public domain through no fault of the recipient.

3.3. “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

3.4. “Products” means any hardware, Software, supplies, accessories and other commodities provided by the Seller under the Contract.

3.5. “Software” means digital products and content, computer software, applications and firmware in all forms, but excludes source code, which for purposes of these OGTS shall be defined as the expression of computer software applications and firmware in human readable language which is necessary for their understanding, maintenance, modification, correction or enhancement.

3.6. “Third Party Products” means products and software of a third party vendor. If Third Party Products are supplied by the Seller under the Contract, notwithstanding anything to the contrary, such supply is made on a

 

“pass-through” basis only and is subject to the terms and conditions of the third party vendor, including but not limited to warranties, licenses, indemnities, limitation of liability and changes thereto.

4. PLACING AN ORDER AND ITS ACCEPTANCE

4.1. To place an order, Buyer will follow the onscreen prompts. Each order is an offer by the Buyer to buy Products specified in the order subject to these OGTS. The applicable prices are those set out on the Seller’s website on the date when the order is placed.

4.2. The Seller’s order process allows Buyer to check and amend any errors before submitting the order to Seller. Buyer should check the order carefully before confirming it. Buyer is responsible for ensuring that its order and any specification submitted by Buyer is complete and accurate.

4.3. After the Buyer has placed an order, it will receive an email from the Seller confirming that the Seller has received the order (“Order Confirmation”). The Contract between Buyer and Seller will only be formed when Seller sends Buyer the Order Confirmation.

4.4. The Seller will confirm its acceptance to Buyer by sending Buyer an email that confirms that the Products have been dispatched.

4.5. If the Seller is unable to supply the Buyer with the Products for any reason, the Seller will inform the Buyer of this by email and the Seller will not process the Buyer’s order. If Buyer has already paid for the Products, Seller will refund Buyer the full amount including any delivery costs charged as soon as possible.

5. RETURN AND REFUND

5.1. Buyer may cancel the Contract and receive a refund, if Buyer notifies Seller as set out in Clause 5.2 within fourteen (14) days of Buyer’s receipt of the Products.

5.2. To cancel the Contract, Buyer must complete the cancellation form at https://shop.se.com/uk/en/returns found on Seller’s website. Buyer can also email Seller at shop-uk@se.com or call Seller at +44 (0) 333 6000 622. The received order number shall be included for Seller to identify the order. Seller will email Buyer to confirm Seller has received Buyer’s cancellation.

5.3. If Buyer has returned Products to Seller under this Clause 5 because they are faulty or mis-described, Seller will refund Buyer.

5.4. If Products have been delivered to Buyer before Buyer decides to cancel the Contract, Buyer must return the Products to Seller without undue delay and in any event no later than 14 days after the day on which Buyer lets Seller know that Buyer wishes to cancel the Contract. The return label can be found on https://shop.se.com/uk/en/returns.

5.5. If Buyer has returned Products to Seller that are damaged due to misuse or lack of proper care by the Buyer, Seller will reduce the refund of the Buyer in accordance.

6. THE PRODUCTS

6.1. The images of the Products displayed on the Seller’s website are for illustrative purposes only. The Seller has made every effort to display colours accurately, but it cannot guarantee that the Buyer’s display of the colours accurately reflects the colours of the Products. The colours of the ordered Products may vary slightly from those images.

6.2. The Seller reserves the right to make any changes to the Products offered for sale on its website at any time, including their specifications but changes will not affect any order you have already placed.

7. MARKING AND PACKAGING

7.1. The packaging of the Products may vary from that shown on images on the Seller’s website.

7.2. The Seller warrants that it complies with its obligations under UK laws which require the Products to be labelled with the CE mark and/or UKCA mark, including The Electromagnetic Compatibility Regulations 2016,

 

The Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2012, The Electrical Equipment (Safety) Regulations 2016 and the Radio Equipment Regulations 2017, to the extent that each applies to the Products, including the manufacturer’s obligation to provide a declaration of conformity. Proof of conformity will be made available to the Buyer at its request, in the form of technical documents.

7.3. The prices set out on the website include ordinary packaging in accordance with the Seller’s standard price. If the Buyer wishes to use a different type of packaging from the packaging normally used by the Seller and the Seller agrees to provide this packaging, an extra packaging fee will be charged. The Seller does not take back packaging, in any circumstances whatsoever.

8. DELIVERY

8.1. An estimated delivery date is provided on the Seller’s website before an order is placed.

8.2. Delivery is complete once the Products have been delivered to the Buyer's address. The Products will be at the Buyer’s risk from that time.

8.3. If the Seller fails to deliver the Products, the Seller’s liability is limited as set out in Clause 17. However, the Seller will not be liable to the extent that any failure to deliver was caused by a Force Majeure event, or because the Buyer failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of products.

8.4. If the Buyer fails to take delivery within ten (10) days after the day on which the Seller notified the Buyer that the Products were ready for delivery, the Seller may resell part of, or all the Products and after deducting any reasonable storage and selling costs, account to the Buyer for any excess over the price of the Products or charge the Buyer for any shortfall below the price of the Products.

8.5. Delivery will only take place within the UK. Buyer may place an order for Products from outside the UK, but the order must be for delivery to an address in the UK. If Products are delivered from outside the UK, Buyer agrees that it shall serve as declarant on import of the Products into the UK.

9. PRICES – PAYMENT – TAXES

9.1. The prices of the Product will be as quoted on the Seller’s website at the time the Buyer submits its order. The Seller takes all reasonable care to ensure that the prices of the Products are correct at the time when the relevant information was entered onto the system. However, please see Clause 9.6 for what happens if the Seller discovers an error in the price of the Products ordered by the Buyer.

9.2. The prices are expressed inclusive of taxes and exclusive of delivery costs. The relevant delivery costs shall be expressed separately to the price.

9.3. The Buyer shall be responsible for the payment (by addition to the prices or adjustment to the list price for the Products, as applicable) of all trade tariffs applicable to any Products supplied under this Contract, which are a duty, tax or levy imposed on imports into the UK. This shall apply to all Products or any raw materials or components used by the Seller to manufacture the Products or any other Products into which the Products are to be incorporated or in conjunction with which the Products are to be commercially exploited.

9.4. If Buyer is required by law to make any tax withholding from amounts paid or payable to Seller under the Contract, (i) the amount paid or payable shall be increased to the extent necessary to ensure that Seller receives a net amount equal to the amount that it would have received had no taxes been withheld; (ii) Buyer shall forward proof of such legally required withholding to Seller.

9.5. Prices for the Seller’s Products may change from time to time, but changes will not affect any order the Buyer has already placed.

9.6. If the Seller discovers an error in the price of the Products ordered by the Buyer, the Seller will contact the Buyer in writing to inform Buyer of this error and the Seller will give Buyer the option of continuing to purchase the Products at the correct price or cancelling the order. The Seller will not process the order until the Buyer’s instructions are received. If the Seller is unable to contact the Buyer using the contact details September 2021

 

provided during the order process, the Seller will treat the order as cancelled and notify the Buyer in writing. If the Seller mistakenly accepts and processes the order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Buyer as a mispricing, the Seller may cancel the supply of the Products and refund the Buyer any sums already paid.

9.7. Buyer will pay for the Products using online payment methods as set out in the ordering process.

9.8. Payment for the Products and all applicable delivery charges is in advance. The Seller will charge Buyer’s debit card or credit card at the conclusion of the ordering process.

10. RETENTION OF TITLE

10.1. Seller will retain title to the Products until the Buyer has paid the price for the Products in full and the Seller has taken delivery of the Products. Title to Software shall remain at all times with Seller.

10.2. If the Products are transformed or incorporated into other goods, the Seller shall have a lien on the transformed Products or the goods in which they have been incorporated until full payment of the price. The Buyer undertakes to confirm the existence of this retention of title to third parties to whom it may sell the Products in their original condition or incorporated in other goods.

10.3. Should Products be returned, under this Clause 10 any down payments received by the Seller will vest in the Seller, without prejudice to any damages which the Seller may claim.

10.4. The Seller’s rights contained in this Clause 10 will survive expiry or termination of the Contract however arising.

11. CUSTOMS – EXPORT CONTROL

11.1. The Deliverables provided by Seller under the Contract may contain components and/or technologies from the United States of America (“US”), the European Union (“EU”), the United Kingdom ("UK") and/or other nations. Buyer acknowledges and agrees that the supply, assignment and/or usage of the Products or Software, , information, other deliverables and/or the embedded technologies (hereinafter referred to as “Deliverables”) under the Contract shall fully comply with related applicable US, EU, UK and other national and international export control laws and/or regulations.

11.2. Unless applicable export license/s has been obtained from the relevant authority and the Seller has approved, the Products shall not (i) be exported and/or re-exported to any destination and party (may include but not limited to an individual, group and/or legal entity) restricted by the applicable export control laws and/or regulations; or (ii) be used for those purposes and fields restricted by the applicable export control laws and/or regulations. Buyer also agrees that the Deliverables will not be used either directly or indirectly in any rocket systems or unmanned air vehicles; nor be used in any nuclear weapons delivery systems; and will not be used in any design, development, production or use for any weapons which may include but not be limited to chemical, biological or nuclear weapons.

11.3. If any necessary or advisable licenses, authorizations or approvals are not obtained, whether arising from inaction by any relevant government authority or otherwise, or if any such licenses, authorizations or approvals are denied or revoked, or if the applicable export control laws and/or regulations would prohibit Seller from fulfilling any order, or would in Seller’s judgment otherwise expose Seller to a risk of liability under the applicable export control laws and/or regulations if it fulfilled the order, Seller shall be excused from all obligations under such order and/or this Contract.

11.4. The Seller disclaims all liability for any late deliveries and other consequences caused by the implementation of and amendments to those regulations.

11.5. Either Party shall execute and deliver to the other any documents as may be required to effect or evidence compliance.

11.6. The Parties may correspond and convey documentation via the Internet unless Buyer expressly requests otherwise. Neither Party has control over the performance, reliability, availability or security of the Internet. Seller shall not be liable for any loss, damage, expense, harm or inconvenience resulting from the loss, delay, September

 

interception, corruption or alteration of any communication over the Internet due to any reason beyond Seller’s reasonable control.

12. ENVIRONMENTAL REGULATIONS

12.1. Removal & disposal of Product waste. The Buyer is responsible for the collection and removal of waste Products at their end of life and ensuring they are disposed of in an environmentally sound manner in accordance with applicable laws, including the Waste Electrical and Electronic Equipment Regulations 2013.

12.2. Provisions applicable to chemicals under REACH Regulation No. 1907/2006. For Products delivered after the publication of the candidate list of substances for authorisation as defined in REACH Regulation No. 1907/2006 and its various updates, as amended for the UK by the REACH etc. (Amendment etc.) (EU Exit) Regulations 2019 ("REACH"), and in accordance with Article 33(1) of REACH, the Seller hereby informs the Buyer of the presence of those candidate substances in an amount of more than 0.1% (zero point one per cent) weight by weight compared to the total weight, via the following link http://www2.schneider-electric.com/sites/corporate/en/products-services/green-premium/green-premium.page, to allow the said Products to be used safely.

The Seller represents that the substances, used alone or contained in preparations or Products integrated by it for the relevant production, were used in accordance with the registration, authorisation and restriction provisions of REACH. The Seller shall inform the Buyer, via the same website, of any changes to the composition of the relevant Products/items of which it becomes aware.

13. BUYER’S OBLIGATIONS

13.1. Buyer is solely responsible for the implementation and maintenance of a comprehensive security program (“Security Program”) that contains reasonable and appropriate security measures and safeguards to protect its computer network, systems, machines, and data (collectively, “Systems”), including those Systems on which it runs the Products against Cyber Threats. “Cyber Threat” means any circumstance or event with the potential to adversely impact, compromise, damage, or disrupt Buyer’s Systems or that may result in any unauthorized access, acquisition, loss, misuse, destruction, disclosure, and/or modification of Buyer’s Systems, including any data, including through malware, hacking, or similar attacks.

13.2. Without limiting the foregoing, Buyer shall at a minimum:

(a) have qualified and experienced personnel with appropriate expertise in cybersecurity maintain Buyer’s Security Program, and have such personnel regularly monitor cyber intelligence feeds and security advisories applicable to Buyer’s Systems or Buyer’s industry;

(b) promptly update or patch its Systems or implement other appropriate measures based on any reported Cyber Threats and in compliance with any security notifications or bulletins, whether publicly disclosed on Seller’s security notification webpage at https://www.se.com/ww/en/work/support/cybersecurity/security-notifications.jsp or otherwise provided to Buyer;

(c) regularly monitor its Systems for possible Cyber Threats;

(d) regularly conduct vulnerability scanning, penetration testing, intrusion scanning, and other cybersecurity testing on its Systems; and

(e) meet the recommendations of Seller’s Recommended Cybersecurity Best Practices, available at https://www.se.com/us/en/download/document/7EN52-0390/ , as may be updated by Seller from time to time, and then-current industry standards.

13.3. Seller may release Updates and Patches for its Products and/or Software from time to time. Buyer shall promptly install any Updates and Patches for such Products and/or Software as soon as they are available in accordance with Seller’s installation instructions and using the latest version of the Products or Software, where applicable. An "Update" means any software that contains a correction of errors in a Product and/or Software and/or minor enhancements or improvements for a Product, Software and/or service, but does not contain significant new features. A “Patch” is an Update that fixes a vulnerability in a Product and/or Software. Buyer understands that failing to promptly and properly install Updates or Patches for the Products and/or Software may result in the Products and/or Software or Buyer’s Systems becoming vulnerable to certain Cyber September 2021

 

Threats or result in impaired functionality, and Seller shall not be liable or responsible for any losses or damages that may result.

13.4. If Buyer identifies or otherwise becomes aware of any vulnerabilities or other Cyber Threats relating to the Products and/or Software for which Seller has not released a Patch, Buyer shall promptly notify Seller of such vulnerability or other Cyber Threat(s) via the Seller Report a Vulnerability page (https://www.se.com/ww/en/work/support/cybersecurity/report-a-vulnerability.jsp#Customers) and further provide Seller with any reasonably requested information relating to such vulnerability (collectively, “Feedback”). Seller shall have a non-exclusive, perpetual and irrevocable right to use, display, reproduce, modify, and distribute the Feedback (including any confidential information or intellectual property contained therein) in whole or part, including to analyse and fix the vulnerability, to create Patches or Updates for its customers, and to otherwise modify its Products and/or Software in any manner without restrictions, and without any obligation of attribution or compensation to Buyer; provided, however, Seller shall not publicly disclose Buyer’s name in connection with such use or the Feedback (unless Buyer consents otherwise). By submitting Feedback, Buyer represents and warrants to Seller that Buyer has all necessary rights in and to such Feedback and all information it contains, including to grant the rights to Seller described herein, and that such Feedback does not infringe any proprietary or other rights of third parties or contain any unlawful information.

13.5. Unless otherwise specifically agreed in writing, Seller’s personnel shall not perform services on equipment in operation on Buyer’s work site.

13.6. If Seller agrees to perform services on Buyer’s work site, the Buyer and Seller shall enter into a separate agreement governing the performance of such services.

14. ANTIBRIBERY AND CORRUPTION

14.1. The Buyer acknowledges that Seller is committed to eliminating all risk of bribery and corruption, influence peddling, money laundering and tax evasion or the facilitation thereof in its business activities and Buyer shall adhere to Seller’s Trust Charter a copy of which is available at https://www.se.com/ww/en/about-us/sustainability/responsibility-ethics/. The Buyer must immediately notify Seller of any suspected, or known, breaches of Anti-Corruption Law. The Buyer may raise this alert through their point of contact or through the Trust Line: https://secure.ethicspoint.eu/domain/media/en/gui/104677/index.html.

14.2. None of the Buyer’s employees, beneficial owners, shareholders, or any other person who is involved in or will benefit from the performance of the Contract or has an interest in the Buyer:

(a) is a civil servant, public or governmental official;

(b) is an official or employee of Seller or one of its affiliates; or

(c) has been convicted of, or otherwise been subjected to any administrative sanction or penalty for, any offence involving fraud, bribery, corruption, influence peddling, money laundering, or any other criminal offence involving dishonesty as an element. Buyer will immediately notify Seller if any such individuals are the subject of any investigation into any such offenses.

14.3. The Buyer undertakes and covenants to Seller that it shall not, alone or in conjunction with any other person, directly or indirectly, offer, pay, give, promise to pay or give, or authorize the payment or giving of any money, gift, undue advantage, or anything of value to any employee, official or authorized representatives of Seller.

15. INTELLECTUAL PROPERTY AND SOFTWARE LICENSE

15.1. Seller may utilize proprietary works of authorship, pre-existing or otherwise, including without limitation software, computer programs, methodologies, templates, flowcharts, architecture designs, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as Intellectual Property Rights and any derivatives thereof, which have been originated, developed or purchased by Seller or to a parent or affiliated company of Seller (all of the foregoing, collectively, “Seller’s Information”). Seller shall retain at all times ownership of the Seller’s information.

15.2. If the Software comes with separate Terms of Use, which are agreed to by the Buyer at the time the Software is downloaded, then such Terms of Use shall apply to the Software. In the absence of such Terms of Use, the following shall apply:

(a) Seller or the applicable third party owner shall retain at all times the ownership of its Software, firmware and third party software, regardless of the media upon which the original or copy may be recorded or fixed. Without prejudice to the license(s) expressly granted hereunder and under an order, no right, title or interest in or to the Software, firmware, Seller’s Information, any copies thereof and any Intellectual Property Rights residing in the Products or Software is transferred to Buyer. Buyer acknowledges that the prices for Software, if applicable, charged by Seller under the Contract are predicated in part on Seller’s retention of ownership over such Software and any results of the services.

(b) In consideration of the receipt of full payment of the Software license fee applicable as part of the price under an order, if applicable, and subject to Buyer’s compliance with its obligations under the Contract, Seller shall provide to Buyer a personal, non-transferable, non-exclusive limited license to use the Software described in the relevant order and the Seller’s Information incorporated into the Products, Software and services, if any, for purposes of the Buyer’s ordinary business as defined in the order and in the particular location(s) and/or on the particular systems for which Buyer licensed such Software.

(c) Seller’s Software licensed to Buyer may contain components that are owned by third parties. The third party owner shall retain exclusive right to its firmware and software. Use of such third party components may be subject to restrictions contained in the third party’s end user license agreement in addition to the conditions set forth herein. Seller shall make available to Buyer upon request the third party’s end user license agreement applicable. Copyright and other proprietary rights notices of Seller and third parties are contained in the Software and Buyer shall not modify, delete or obfuscate such notices.

(d) The Buyer may not, without Seller’s prior written express consent (i) copy, modify, sublicense, loan or transfer in any manner the Software licensed herein; (ii) create derivative works based on the Software licensed herein; (iii) subject the Software licensed herein to translating, decompiling, disassembling, reverse assembling, reverse engineering, emulating or performing any other operation on the Software, except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Buyer, unless the Seller is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Buyer shall request the Seller to carry out such action or to provide such information (and shall meet the Seller's reasonable costs in providing that information) before undertaking any such reduction. Buyer shall hold the Software licensed herein in strict confidence and will not allow third parties, other than its employees with a need to use the Software and who have agreed to comply with the terms of this Contract, to access or use the Software without Seller’s prior written consent.

(e) Notwithstanding the foregoing restrictions but subject to all restrictions applicable to Third Party Products as set forth in Clause (a) and (c), Buyer shall be entitled to make one (1) copy of the Software for backup or archival purposes and may make a limited reasonable number of copies of the instruction manuals and documentation related to the Software for purposes of their use by Buyer in connection with the authorized use of the Software. All title, trademarks and copyright and restricted rights notices shall be reproduced in such copies.

(f) Buyer shall maintain complete and accurate records documenting the location and use of the licensed Software in Buyer’s possession. No later than thirty (30) days, upon receipt of Seller’s written request, Buyer shall provide Seller with a signed certification of compliance with the Software licensing conditions. Seller has the right to conduct an audit of Buyer’s use of the Software. Any such audit shall be conducted during regular business hours at Buyer’s facilities. If an audit reveals any underpayment of license fees, if applicable, Buyer shall be invoiced for additional license fees consistent with Seller’s then current price list for the Software, without any discount being applicable in that instance. Buyer shall then immediately pay the underpaid amount together with interest at a rate of one- and one-half percent (1.5%) per month or partial month during which such amount was due and unpaid. The assessment of additional license fee is without prejudice to Seller’s other remedies in the event of breach by Buyer of other licensing conditions.

(g) Unless otherwise set forth in an applicable Seller’s license agreement, Buyer may not transfer its license to use the Software and related documentation and written materials to a third party without the Seller’s prior written consent, which shall not be unreasonably withheld. In case of Seller approval of such transfer, Buyer shall be responsible to ensure that the recipient agrees to the terms of this Clause 15.

 

(h) The conditions governing the use of the Software and databases and the length of the corresponding user rights are set out in the relevant licences.

(i) Seller may cease to deliver any Products or Software or services, which it reasonably considers could infringe third party’s rights, without being in breach of the Contract.

In case the Software or Products, or any part thereof, is adjudged to infringe and/or its use is enjoined, the Seller shall, at its own expense and option either (i) procure the Buyer a royalty-free license to continue using such Software, results of services or Products, or (ii) replace same with substantially equal but non-infringing equipment or modify it so it becomes non-infringing, provided that no such replacement or modification shall in any way amend or relieve Seller of its warranties and guarantees set forth in the Contract. In the event Seller is unable to do either of the foregoing, the allegedly infringing item shall be returned to Seller and Seller’s maximum liability shall be to refund to Buyer the amount paid for such item, less a reasonable depreciation for use and damage.

15.3. This Clause 15 states the Parties’ entire liability and sole remedy with respect to infringement or claims thereof.

16. WARRANTY

16.1. The Products are intended for use only in the UK. Seller does not warrant that the Products comply with the laws, regulations or standards outside the UK unless explicitly stated in these OGTS.

16.2. Seller warrants that on delivery and during the term of the warranty, as shown on Seller’s website (“Warranty Term”):

(a) the Products will be free from material defects in design, materials and workmanship arising under normal use and in accordance with any instructions issued by the Seller;

(b) the Products will confirm in all material respects with their description; and;

(c) any Software provided with the Products will perform its essential functions. Seller does not warrant that the operation of any Software will be uninterrupted and/or error-free.

If the website does not state the Product’s Warranty Term, the default will be eighteen (18) months from the date of delivery, as defined in Clause 8. However, if the date of delivery, as referred to above, cannot be determined for certain, the Warranty Term will start on the date of the manufacturing of the Product, as marked on the relevant Product, and last for twenty-four (24) months.

16.3. In the event Buyer gives Seller notice in writing within a reasonable time of discovery that the Products and/or Software do not comply with the warranty set out at 16.1, Seller shall at its option repair or replace the defective Products or part of the Products, or provide an update to the Software to correct the non-conformance, replace the Software with the latest available version containing a correction, or replace the media and the licensed Software residing on the media. Seller shall have no other obligation to provide updates or revisions. The foregoing warranty coverage is contingent on Buyer providing prompt notification to Seller once such defect or deficiency is reasonably apparent to Buyer.

The warranty set out at 16.1 shall not apply to: (a) Products and/or Software that has been repaired or altered by anyone other than Seller so as, in Seller’s judgment, affects the same adversely, (b) Products and/or Software that appear to be subjected to negligence, accident or damage by circumstances beyond Seller’s control or improper or any non-Seller operation, maintenance or storage, or to other than normal use or service; or (c) transfer of the Software from the device on which it was originally installed. The foregoing warranties do not cover reimbursement for labour, transportation, removal, installation, temporary power, or any other expenses that may be incurred in connection with repair or replacement.

16.4. These warranties, conditions, exclusions are exclusive and in lieu of all other express or implied warranties, conditions, representations and guarantees. (except warranties of title), including but not limited, to implied warranties of merchantability, merchantable quality and fitness for a particular purpose. Seller makes no warranty that the products or software will meet Buyer’s requirements or that Buyer’s use of the products or software will be uninterrupted, secure, or error-free. Seller does not represent, warrant, or guarantee that the products or software will be secure or free from vulnerabilities, corruption, attack, viruses, interference, hacking, or other security intrusions or cyber threats and Seller disclaims any liability in relation thereto. Except as may be provided in writing by Seller, Seller shall not be subject to any other obligations or liabilities

 

whatsoever than as stated above with regard to Products or Software sold by Seller to Buyer, by using the Products or Software, Buyer understands these limitations and agrees that Buyer accesses and uses the Products or Software at Buyer’s own discretion and risk and that Buyer will be solely responsible for any damages to Buyer’s systems or assets or losses that result from such access or use.

16.5. The Seller does not warrant, in any way, that the Products will meet any targets and/or performance determined by the Buyer itself. All terms such as "guarantees", "warranty" or "assured properties" which are mentioned in the contract documents shall be understood to mean quality features within the meaning of the statutory warranty provisions and not to mean additional manufacturer or performance guarantees, even if the term "guarantee" or phrases with the same meaning are used.

16.6. The repairing of, changes to, or replacement of the Product or part of it during the Warranty Term shall in no case cause the Warranty Term to be extended, with the exception of a defect corrected less than three (3) months before the expiry of the Warranty Term. In such case, the warranty covering the repaired, changed or replaced Product will be extended for up to three (3) months, as of the date of the delivery of the repaired, changed or replaced Product to the Buyer.

16.7. All warranties provided herein are personal to, and intended solely for the benefit of, Buyer and do not extend to any third party, except in the case of transfer of the software in accordance with Clause 15(g) or Clause 24.

17. LIABILITY

17.1. These OGTS set out Seller’s entire liability under the Contract and are in lieu of all other warranties, representations or undertakings whether statutory, express or implied, including but not limited to implied warranties that the Products are fit for Buyer's purposes.

17.2. Nothing in the Contract and the OGTS shall limit or exclude the Seller’s liability:

(a) for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors;

(b) for fraud or fraudulent misrepresentation;

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

(d) to the extent that any attempt by the Seller to exclude or restrict liability would be unenforceable or void under the laws of the applicable jurisdiction.

17.3. Subject to Clause 17.2, the Seller shall not have any liability to the Buyer (whether for breach of contract, tort (including but not limited to negligence or breach of statutory duty), misrepresentation, restitution or otherwise) including pursuant to any indemnities and/or conditions for any a) loss of profits; b) loss of bargain; c) loss of contract opportunity or expectation; d) loss of use; e) loss of revenue; f) loss of anticipated savings; g) loss of tender and/or bid costs; h) loss of re-tender and/or re-bid costs; i) loss of or corruption of data or information or software; j) loss of sales; k) losses arising out of increased operating costs; l) loss resulting from third party claims; m) loss of reputation; n) depletion of goodwill or similar losses; or o) pure economic loss (in each case whether direct or indirect) or (p) for any special, indirect, or consequential loss costs, damages, charges or expenses whatsoever and howsoever arising including where such loss or damage is of the type listed in (a) to (o) above.

17.4. Subject to Clause 17.2, the Seller’s total liability arising out of or in connection with the Contract whatsoever and howsoever arising shall in all circumstances, including pursuant to any indemnities and conditions and whether or not expressly made subject to this Clause 17, be limited to the price (exclusive of taxes) paid by the Buyer to the Seller under the Contract.

18. SUSPENSION AND TERMINATION OF THE CONTRACT

18.1. Without limiting any other rights, the Seller may suspend the performance of its obligations or terminate the Contract with immediate effect by giving written notice if:

(a) the Buyer commits a material breach of any term of the Contract;

(b) fails to pay any amount due under the Contract;

 

(c) has a receiver, administrator or provisional liquidator appointed;

(d) is subject to a notice of intention to appoint an administrator;

(e) passes a resolution for its winding-up (save for the purpose of a solvent restructuring);

(f) has a winding up order made by a court in respect of it;

(g) enters any composition or arrangement with creditors (other than relating to a solvent restructuring);

(h) ceases to carry on business; or

(i) has any steps or actions taken in connection with any of these procedures, and the Buyer will notify the Seller immediately upon the occurrence of any such event or circumstance.

18.2. Following expiry or termination of this Contract:

(a) any conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract will continue in force; and

(b) all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination; and

(c) all existing rights and remedies which have accrued as at termination shall be unaffected.

19. DATA PROTECTION

All of the Buyer’s data collected by Seller in the course of the Contract shall be processed in accordance with the Seller’s Privacy Policy and in accordance with current data protection legislation. The Buyer, its officers, employees, agents and representatives will keep all information and data relating to the Seller and the Contract safe and secure.

20. CONFIDENTIALITY

20.1. Each Party retains ownership of its Confidential Information.

20.2. Each Party agrees to (i) protect the other’s Confidential Information in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; (ii) use the other’s Confidential Information only in relation to the orders.

20.3. Upon termination of the Contract or upon written request submitted by the disclosing Party, whichever comes first, the receiving Party shall return or destroy, at the disclosing Party’s choice, all of the disclosing Party’s Confidential Information.

20.4. Neither Party shall, except with respect to their employees, contractors or agents with a need to know for purposes of the Contract, disclose to any person any Confidential Information of the other Party without the other Party’s prior written consent, except where Confidential Information may be disclosed by law.

20.5. Unless otherwise agreed in an order, these confidentiality obligations shall terminate five (5) years after the expiration or termination of the Contract, whichever comes first.

21. FORCE MAJEURE

21.1. Except for the Buyer’s payment obligations, neither Party shall be liable for any failure to perform, or delays in performance of any obligations under the Contract that is caused by conditions beyond their reasonable control or events occurring in or affecting the Seller’s premises or business or those of its subcontractor and/or its suppliers, which may disrupt the organisation or business activity of the company, (“Force Majeure”), provided notice thereof is given to the other Party as soon as practicable. Force Majeure shall include without limitation, act of God, lock-outs, strikes, illness, epidemic, pandemic, war, insurrection, riot, civil commotion, act or threat of terrorism, embargos, lightning, earthquake, fire, flood, storm or extreme weather condition, theft, malicious damage, lockout, industrial dispute (whether affecting the workforce of a Party and/or any other person) breakdown or failure of plant or machinery or machinery accident, rejection of parts during the manufacturing process, interruption or delay in the transportation or procurement of raw materials, power or

 

components, or any other event outside the control of the Seller, its subcontractors and/or its suppliers or any other consequences arising as a result of or in connection with the United Kingdom’s withdrawal from the EU.

21.2. All such Force Majeure conditions preventing performance shall entitle the Party hindered in the performance of its obligations hereunder to an extension of the date to perform such obligations by a period of time equal to the period of delay incurred as a result of the Force Majeure or to any other period as the Parties may agree in writing.

22. NOTICES

22.1. When the Seller refers to ‘’in writing’’ in these OGTS, this includes email.

22.2. Any notice or other communication given by either Party to the other Party under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or email.

22.3. A notice or other communication is deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

(c) if sent by email, at 9.00 am the next working day after transmission.

22.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

22.5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

23. VARIATIONS

No variation of the Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

24. ASSIGNMENT

The Buyer will not be entitled to assign, transfer, charge, hold in trust for any person or deal in any other manner with any of their rights under the Contract.

25. WAIVER

A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial, exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the Party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.

26. SEVERANCE

If any of these OGTS (including any exclusion from, or limitation of, liability set out in Clause 17) is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from these OGTS and this will not affect the remainder of these OGTS which will continue in full force and effect.

27. PRESS RELEASES

Neither party shall issue any press release concerning Seller’s work without the other Party’s consent. Notwithstanding the foregoing, Seller may identify Buyer as a client of Seller and Buyer grants Seller a licence to use Buyer's name and logo for marketing purposes . Seller may generally describe the nature of the sales made to the Buyer in Seller’s

promotional materials, presentations, case studies, qualification statements and proposals to current and prospective clients.

28. NO PARTNERSHIP OR AGENCY

Nothing in these OGTS and no action taken by the Parties in connection with it or them will create a partnership or joint venture or relationship of employer and employee between the Parties or give either Party authority to act as the agent of or in the name of or on behalf of the other Party or to bind the other Party or to hold itself out as being entitled to do so.

29. THIRD PARTY RIGHTS

The Parties do not intend that any term of these OGTS will be enforceable by any person other than a Party to the Contract and the Contract does not give rise to any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

30. RIGHTS AND REMEDIES

The Seller’s rights and remedies set out in these OGTS are in addition to and not exclusive of any rights and remedies provided by law.

31. ENTIRE AGREEMENT

31.1. The Contract constitutes the entire agreement between the Parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

31.2. Each Party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

31.3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

32. APPLICABLE LAW - DISPUTES

32.1. The Contract which is the subject of these OGTS and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with English law, to the exclusion of its conflict in laws provision and of the 1980 Vienna Convention on the International Sale of Goods (“CISG”).

32.2. Each party irrevocably agrees that any dispute or claim (including non-contractual disputes or claims), which is unable to be settled out-of-court, shall be subject to the exclusive jurisdiction of the Courts of England, even in the event of summary proceedings, the introduction of third parties or multiple defendants.