Standard Purchasing Terms – ScaleFibre UK Ltd (European Union)

Version 2.0 · Last updated 19 August 2026

These Standard Purchasing Terms apply to all purchases of goods and incidental services by ScaleFibre UK Ltd, a company incorporated in England and Wales, company registration number 16685020, whose registered office is at 2 Frederick Street, Kings Cross, London WC1X 0ND, United Kingdom (the Company), from suppliers established in a Member State of the European Union.

Please read these terms carefully. By accepting an Order, the Supplier agrees to be bound by them.

Direction of travel. The Company is the buyer. The Supplier is the seller. The Goods move out of the European Union and into the United Kingdom. The Supplier is the exporter from the Union and the Company is the importer into the United Kingdom. Clause 7 states how that allocation works, clause 3 states its customs and tax consequences, and clause 17 states the compliance obligations that follow from it for each Party.

The Company is established in the United Kingdom and is not established in the European Union. It has no subsidiary, branch, establishment, fixed establishment, place of business, warehouse or stock in any Member State, and it has not appointed and does not maintain any authorised representative, responsible economic operator, only representative, fiscal representative, indirect customs representative or representative of any other kind in the Union. It cannot act as exporter of record from the Union, cannot lodge a Union export declaration, cannot hold a Union EORI number as an established person, and cannot perform any function that Union law reserves to a person established in the Union. The Supplier must therefore act as the exporter of record from the Union on every supply, and clause 7(c) states that obligation in full.

The Company acquires goods only. It does not acquire installation, construction, civil, splicing, termination, commissioning or any other on-site work under these Conditions, and the definition of Services in clause 1.1 is limited accordingly. The Supplier must not perform any such work under an Order.

1. Definitions and Interpretation

1.1 Definitions

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

Acceptance means acceptance of Goods or Services by the Company in accordance with clause 8(c), and Accept and Accepted have corresponding meanings.
Authorised Officer means a director or officer of the Company, or any other person expressly authorised in Writing by the Company to act on its behalf for the purposes of these Conditions.
Business Day means a day that is not a Saturday, Sunday or public holiday in England and Wales.
CE Marking means the marking by which a manufacturer indicates that a product is in conformity with the applicable requirements of Union Harmonisation Legislation providing for its affixing.
Change Order means a written direction issued by the Company under clause 12(a) varying an Order.
CISG means the United Nations Convention on Contracts for the International Sale of Goods, concluded at Vienna on 11 April 1980.
Company means the ScaleFibre entity identified at the head of these Conditions, being the buyer of the Goods and Services.
Conditions means these Standard Purchasing Terms, together with any special conditions expressly agreed in Writing by an Authorised Officer.
Confidential Information has the meaning given in clause 15(a).
Contract means the contract between the Company and the Supplier for the purchase of Goods or Services, comprising these Conditions, the relevant Order and any other document expressly stated in the Order to form part of it.
CPA means the Consumer Protection Act 1987.
Customer means any customer of the Company or of any member of the Group to whom the Goods are or may be resupplied, and includes any end user of the Goods.
Customer Delivery means delivery of the Goods by the Company or any member of the Group to a Customer.
Data Protection Law has the meaning given in clause 18(a).
Defect means any failure of the Goods or Services to comply with the warranties in clause 9(a), and Defective has a corresponding meaning.
Delivery Point means the location for delivery stated in the Order.
Force Majeure Event has the meaning given in clause 14(a).
GB means Great Britain, comprising England, Wales and Scotland.
Goods means the articles the Company agrees to buy from the Supplier under an Order, including all materials, components, software, firmware, documentation, packaging, spares and deliverables supplied with them or forming part of them, and, where clause 9(k) applies, includes Services.
Group means the Company, its ultimate holding company, and every subsidiary of that ultimate holding company from time to time.
Import VAT means value added tax chargeable on the importation of goods into the United Kingdom under section 1(1)(c) of the Value Added Tax Act 1994.
Insolvency Event means, in relation to a Person, that the Person: (i) is unable to pay its debts as they fall due, is deemed or presumed insolvent, or admits in writing its inability to pay its debts, including where the Person is a company that is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (ii) suspends, or threatens to suspend, payment of its debts, or commences negotiations with, or makes any composition, compromise, assignment or arrangement with, all or any class of its creditors otherwise than for the sole purpose of a solvent amalgamation or reconstruction, including a company voluntary arrangement under Part I of the Insolvency Act 1986, a scheme of arrangement under Part 26 of the Companies Act 2006, a restructuring plan under Part 26A of the Companies Act 2006, or a moratorium under Part A1 of the Insolvency Act 1986; (iii) becomes subject to any application, order, resolution, notice or appointment for or in connection with its winding up, liquidation, bankruptcy, dissolution, administration, restructuring, reorganisation or protection from creditors, including the service of a statutory demand under section 123(1)(a) of the Insolvency Act 1986 that is not satisfied, set aside or withdrawn within the period allowed, a petition presented under section 124 of that Act, or the filing of a notice of intention to appoint an administrator under Schedule B1 to that Act; (iv) has a receiver, administrative receiver, manager, administrator, liquidator, provisional liquidator, monitor, supervisor, trustee, custodian, insolvency administrator (Insolvenzverwalter), judicial administrator (administrateur judiciaire), curator, court-appointed supervisor or analogous officer appointed over it or over the whole or any material part of its assets, or any Person becomes entitled to make such an appointment; (v) has any of its assets attached, levied on, sequestrated, distrained, or taken possession of by a creditor or encumbrancer, where the process is not discharged within fourteen (14) days; (vi) suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (vii) becomes subject to any event or proceeding in any jurisdiction having an effect equivalent or similar to any of the foregoing, including any proceeding opened under Regulation (EU) 2015/848 on insolvency proceedings, any preventive restructuring framework established under Directive (EU) 2019/1023, and any equivalent proceeding under the law of the Supplier’s Member State. Clause 13(h) applies to the exercise of any right arising by reason of an Insolvency Event where that exercise is stayed or restricted by an applicable insolvency law.
Intellectual Property Rights means all industrial and intellectual property rights, whether registered or unregistered, comprising or relating to patents, supplementary protection certificates, utility models, trade marks, service marks, trade names, copyright and neighbouring rights (including in software, firmware and documentation), rights in databases (including the sui generis database right), semiconductor topography rights, rights in designs (registered and unregistered, including the supplementary unregistered design and the Community and Union design right), trade secrets, know-how, confidential information, domain names, works of authorship, models, plant variety rights and inventions, together with all applications, registrations, renewals, extensions and rights of action related to any of them under the laws of any jurisdiction in the world.
IP Claim has the meaning given in clause 16(h).
Late Payment Directive means Directive 2011/7/EU on combating late payment in commercial transactions, as implemented in each Member State.
Late Payment Act means the Late Payment of Commercial Debts (Interest) Act 1998.
Member State means a member state of the European Union.
Order means a purchase order issued by the Company (whether on paper, by email or through an electronic procurement system) for the supply of Goods or Services, including any Change Order.
Party means a party to the Contract, being either the Company or the Supplier, and Parties means both of them.
Person includes a natural person and any corporate or unincorporated body, whether or not having separate legal personality.
Personal Data has the meaning given in clause 18(a).
Price means the price for the Goods or Services stated in the Order, which is inclusive of all charges for materials, manufacture, testing, certification, packaging, packing, marking, reels, drums, pallets, loading, carriage, freight, insurance, Union export clearance and delivery to the Delivery Point, and of all Union export duties, charges and levies, but exclusive of United Kingdom import duty (which clause 3(f) allocates), of Import VAT (which clause 3(e)(iii) allocates) and of any value added tax properly chargeable under clause 3(e).
Recall means any recall, withdrawal, retrofit, field notice, safety notice, corrective action or advisory in respect of Goods, whether required by a regulator, initiated by the Company, or initiated by the Supplier.
Removal Costs means the reasonable and properly incurred costs of identifying, locating, retrieving, removing, de-installing, disconnecting, transporting and returning Defective Goods or Goods subject to a Recall, of supplying and installing replacement Goods, of re-terminating, re-splicing, re-testing and re-commissioning them, of making good any land, building, structure, pit, pole, duct or conduit disturbed in doing so, and of the Company’s reasonable internal labour and administration in doing any of those things.
Restricted Party means any Person that is the target of, designated under, or owned or controlled by a Person designated under, any Trade Controls, including any Person named on a restricted party, denied party, entity, blocked person, sanctioned person, consolidated financial sanctions or debarment list maintained by any Sanctions Authority.
Rome I means Regulation (EC) No 593/2008 on the law applicable to contractual obligations, and, as it applies in the United Kingdom, that Regulation as it forms part of assimilated law.
Sanctions Authority means any governmental or supranational authority administering Trade Controls, including the Council of the European Union and the European Commission (which maintain the EU Consolidated List of persons, groups and entities subject to EU financial sanctions), the competent authorities of each Member State, the United Kingdom Office of Financial Sanctions Implementation (which maintains the UK Sanctions List and the consolidated list of financial sanctions targets), the United Kingdom Export Control Joint Unit within the Department for Business and Trade, the United Nations Security Council (which maintains the UN Security Council Consolidated List), and, to the extent their measures apply to the Supplier, the Goods, the Services or any transaction under the Contract, the United States Department of the Treasury Office of Foreign Assets Control (Specially Designated Nationals and Blocked Persons List), the United States Department of Commerce Bureau of Industry and Security (Entity List, Denied Persons List and Unverified List) and the United States Department of State.
Services means the services incidental to the supply of Goods that the Company agrees to buy from the Supplier under an Order, being limited to manufacturing, processing, fabrication, assembly, testing, inspection, calibration, certification, packing, packaging, labelling, marking, freight, transport, forwarding, customs clearance in the Union, logistics and warehousing services, together with any repair, refurbishment or replacement work carried out under clause 9 or clause 10, and all deliverables produced in the course of performing them. The Company does not acquire, and Services do not include, installation, construction work, building work, civil works, groundworks, splicing, termination, jointing, commissioning, maintenance at a site, or any other work performed at a site of the Company or of a Customer, and the Supplier must not perform any such work under an Order.
Specification means, for any Goods or Services, the specification, datasheet, drawing, sample, standard, statement of work or other description identified in or referred to in the Order and, to the extent not inconsistent with it, the Supplier’s own published specification or datasheet for those Goods or Services current at the date of the Order.
Statement on Origin means a statement on origin made out by the Supplier as exporter in the form and with the text required by the Trade and Cooperation Agreement, enabling the Company to claim preferential tariff treatment on importation into the United Kingdom.
Supplier means the Person to whom the Order is addressed, being the seller of the Goods and Services.
Supplier Personnel means the Supplier’s employees, officers, agents, contractors, subcontractors and their respective personnel engaged in performing the Contract.
TCA or Trade and Cooperation Agreement means the Trade and Cooperation Agreement between the European Union and the European Atomic Energy Community, of the one part, and the United Kingdom of Great Britain and Northern Ireland, of the other part, signed on 30 December 2020, as amended and as applicable from time to time.
Trade Controls has the meaning given in clause 17(b).
UKCA Marking means the UK Conformity Assessed marking required for the placing of certain products on the market in Great Britain.
UK GDPR means Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, and EU GDPR means that Regulation as it applies in the Union.
UK REACH means Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals as it forms part of assimilated law, together with the REACH etc. (Amendment etc.) (EU Exit) Regulations 2019 and the REACH Enforcement Regulations 2008.
Union means the European Union.
Union Harmonisation Legislation means the Union legislation listed in Annex I to Regulation (EU) 2019/1020 and any other Union legislation harmonising the conditions for the marketing of products.
VAT means value added tax chargeable under the Value Added Tax Act 1994 or under Council Directive 2006/112/EC as implemented in any Member State, and any equivalent tax.
Warranty Period has the meaning given in clause 9(b).
Written or Writing, and any similar expression, includes electronic mail and any other form of written electronic communication, and excludes any communication made solely through an electronic portal operated by the Supplier unless the Company has agreed in Writing to accept notices by that means.

1.2 Interpretation

(a) A reference to a Party includes its executors, administrators, successors and permitted assigns.

(b) Headings are for convenience only and do not affect interpretation.

(d) A reference to a statute, statutory instrument, regulation, directive, standard or code includes any modification, re-enactment or replacement of it, and any subordinate instrument made under it; and a reference to an instrument of the Union includes that instrument as it forms part of assimilated law in the United Kingdom where the context so requires.

(e) The singular includes the plural and the plural includes the singular.

(f) A reference to a clause is a reference to a clause of these Conditions.

(g) A reference to a period of days is a reference to calendar days unless Business Days are specified.

(h) A reference to an amount of money is a reference to an amount in euro (EUR) unless the Order states otherwise.

(i) Where the Supplier gives an indemnity, that indemnity is a continuing obligation independent of the Supplier’s other obligations, survives termination or expiry of the Contract, and it is not necessary for the Company to incur expense or make payment before enforcing it.

(j) Where a right is expressed to be exercisable at the Company’s option, discretion or election, the Company may exercise it in its absolute discretion.

(k) An obligation of the Supplier to do or not do a thing includes an obligation to procure that Supplier Personnel do or do not do that thing.

(l) No rule of construction operates to the disadvantage of a Party because that Party was responsible for preparing these Conditions.

(m) A reference to the law of a Member State is a reference to the law of the Member State in which the Supplier is established, unless another Member State is identified.

2. Order Formation and Acceptance

(a) Application. These Conditions apply to all purchases of Goods and Services by the Company from the Supplier and govern the Contract to the exclusion of all other terms, including any terms the Supplier purports to apply under any quotation, acknowledgement, order confirmation, delivery note, invoice, packing slip, website, portal, click-wrap or other document or medium, and including any general terms and conditions of sale, allgemeine Geschäftsbedingungen, conditions générales de vente, condizioni generali di vendita, condiciones generales de venta, algemene voorwaarden or equivalent standard terms of the Supplier or of any trade association of which the Supplier is a member.

(b) Order is an offer. Each Order is an offer by the Company to purchase the Goods or Services specified in it on these Conditions, and on no other terms.

(c) Acceptance and lapse of an Order. An Order is accepted, and a Contract formed on these Conditions, on the earlier of: (i) the Supplier issuing Written acceptance of the Order; and (ii) the Supplier commencing performance of the Services, or despatching or delivering any of the Goods. The Supplier may accept or reject an Order in Writing, and is asked to state its reasons for any rejection. An Order lapses and is withdrawn if it is not accepted under clause 2(c)(i) or clause 2(c)(ii) within ten (10) Business Days of receipt, unless the Company confirms otherwise in Writing. Silence alone does not constitute acceptance of an Order and no Contract is formed by the Supplier’s silence. Commencement of performance, despatch or delivery is acceptance of the Order on these Conditions, and forms a Contract on these Conditions, even where the Supplier has issued or issues a quotation, acknowledgement, order confirmation, delivery note, invoice or other document referring to or purporting to apply its own terms; clauses 2(d) and 2(e) apply to any such document. Where the Supplier despatches Goods or commences performance after an Order has lapsed under this clause, no Contract arises unless the Company elects to treat the Order as reinstated, whether in Writing or by accepting delivery, in which case a Contract is formed on these Conditions.

(d) Conflicting terms. Any term proposed by the Supplier that is additional to, different from, or inconsistent with these Conditions is expressly rejected and does not form part of the Contract unless expressly accepted in Writing by an Authorised Officer. Neither the Company’s acceptance of Goods or Services, nor its payment of any invoice, nor its use of any portal or system operated by the Supplier, constitutes assent to any such term. Subject to clause 2(c), any purported acceptance of an Order on different or additional terms is a counter-offer, which the Company rejects. The Company accepts a counter-offer only by Written acceptance signed by an Authorised Officer, and no conduct of the Company constitutes acceptance of a counter-offer on the Supplier’s terms.

(e) Battle of the forms. The Contract is governed by English law under clause 25(a), and under English law the question which set of terms governs is determined by the ordinary rules of offer, counter-offer and acceptance. The Parties record that: (i) the Company’s Order is the offer, and clause 2(c) states the only means by which it may be accepted; (ii) the Company does not accept, and expressly rejects, any rule under which conflicting standard terms cancel each other out and are replaced by the applicable general law (a knock-out rule), and the Parties agree that no such rule applies to the Contract; and (iii) if, notwithstanding clause 25(a), the law of a Member State applies to the formation of the Contract and that law contains a knock-out rule that cannot be excluded by agreement, then to the extent the knock-out rule applies, the terms of these Conditions that are not in conflict with an incorporated term of the Supplier continue to apply in full, and clause 24(e) governs the balance.

(f) Supplier documents of no effect. Any automated acknowledgement of receipt does not constitute acceptance. Any delivery note, invoice, order acknowledgement, packing slip, portal terms or click-wrap agreement issued or presented by the Supplier that contains or refers to the Supplier’s terms is of no effect and is expressly rejected. Where the Supplier gives the Company access to a portal, the Company’s use of that portal does not bind the Company to any terms presented in it.

(g) Variation. No variation of the Contract or these Conditions is binding unless agreed in Writing and signed by an Authorised Officer, and any Change Order is subject to clause 12.

(h) Authority and descriptive matter. No employee, agent or representative of the Company other than an Authorised Officer has authority to make any representation, warranty or statement, or to vary these Conditions, and the Supplier may not rely on any such representation, warranty or statement unless confirmed in Writing by an Authorised Officer. All descriptive matter, drawings, images, weights, dimensions, forecasts and other information provided by the Company are approximate and indicative only, and do not form part of the Contract unless expressly incorporated into the Order. Nothing in this clause excludes, restricts or modifies any liability of a Party for fraud or fraudulent misrepresentation.

(i) Errors. The Company may correct any manifest typographical, clerical or other error or omission in any Order, acceptance, invoice or other document it has issued, by giving Written notice of the correction to the Supplier promptly on becoming aware of the error. Where the Supplier has, before receiving that notice, reasonably and demonstrably incurred cost in reliance on the uncorrected document, the Company will reimburse that cost to the extent it is direct, documented and unavoidable. Where the correction is notified before the Order is accepted under clause 2(c), the Supplier may within five (5) Business Days of the notice reject the corrected Order in Writing where the correction materially changes the Specification, quantity, Price or delivery date, and the period in clause 2(c) is extended accordingly. Where the correction is notified after the Order has been accepted, and it materially changes the Specification, quantity, Price or delivery date, it takes effect only as a variation dealt with under clause 12(b) as if the Company had directed it as a Change Order, the Supplier is entitled to a fair and reasonable adjustment to the Price and the delivery date, and clause 12(c) does not apply to it. Where the Parties do not agree that adjustment within ten (10) Business Days, either Party may by Written notice cancel the affected part of the Order, and clause 12(e) applies. A correction notified after acceptance that does not materially change any of those matters takes effect on notice.

(j) Cumulative rights and waiver. The Company’s rights and remedies under these Conditions are cumulative and without prejudice to any other right or remedy available to it at law or in equity. No waiver by the Company of any breach is a waiver of any subsequent breach, and any waiver must be in Writing and signed by an Authorised Officer.

(k) Severability. If any provision of these Conditions is held invalid or unenforceable in whole or in part, the validity of the remaining provisions and of the remainder of that provision is unaffected, and clause 24(e) applies.

(l) No commitment beyond the Order. Forecasts, schedules, planning data and indications of future requirements given by the Company are for the Supplier’s planning only, create no commitment to purchase, and do not entitle the Supplier to procure materials or commence work. The Company is bound only as to the quantities and deliverables stated in an Order. Nothing in the Contract grants the Supplier exclusivity or any minimum volume.

(m) Specific approval of terms. Where the law of the Supplier’s Member State requires that particular terms contained in standard conditions prepared by one party be specifically approved in Writing by the other party in order to be effective against it — including Articles 1341 and 1342 of the Italian Civil Code (condizioni generali di contratto and clausole vessatorie) and any corresponding requirement of another Member State — the Supplier specifically approves the following clauses: clause 2(d) (conflicting terms), clause 3(a) (firm price), clause 3(g) (preferential origin, and in particular the indemnity in clause 3(g)(vi)), clause 4(e) (set-off), clause 4(f) (disputed and withheld amounts), clause 4(i) (assignment of receivables), clause 7(a) (time of the essence), clause 7(b) (delivery basis), clause 7(f) (instalments), clause 7(g) (late delivery, including the delay charge), clause 7(i) (no retention of title and no supplier security interest), clause 8(d) (rejection), clause 9(j) (no supplier limitation), clause 10(e) (systemic and epidemic Defects), clause 11(g) (product liability indemnity), clause 12(d) (cancellation for convenience) and clause 12(e) (cancellation liability), clause 12(g) (suspension), clause 13(a) (termination for breach), clause 13(b) (immediate termination) and clause 13(d) (termination for convenience), clause 14(g) (no price increase and exclusion of hardship), clause 16(c) (assignment of developed Intellectual Property Rights), clause 16(i) (IP indemnity), clause 17(o) (indemnity), clause 19(i) (suppliers without a United Kingdom place of business), clause 20 (indemnities), clause 21(b) (supplier liable for all loss) and clause 21(i) (supplier’s liability cap for other breaches), clause 22(b) (supplier assignment), clause 24(k) (costs), clause 25(a) (governing law), clause 25(c) (arbitration) and clause 25(d) (proceedings before national courts). The Company will, with the first Order issued to the Supplier and again on each material revision of these Conditions, provide the Supplier with a separate approval block listing those clauses, and the Supplier must return it signed as soon as practicable and in any event before the first delivery under that Order. The return of a signed approval block is not a condition of the formation of any Contract, does not affect the operation of clause 2(c), and does not extend the period stated in clause 2(c); a Contract is formed on acceptance under clause 2(c) whether or not the block has been returned. Where the Supplier has not returned a signed approval block, the clauses listed in this paragraph apply to the fullest extent they are effective without that approval, and the remainder of these Conditions is unaffected. A failure by the Company to provide the approval block does not of itself affect the validity of any provision of these Conditions.

3. Price, Taxes, Duties and Origin

(a) Firm price. The Price is as stated in the Order and is firm and fixed for the duration of the Contract. The Supplier may not increase the Price to reflect any increase in the cost of labour, materials, energy, components, freight, currency movement, duty, tariff, carbon price or any other cost of manufacture or supply without the express Written consent of an Authorised Officer. No price indexation, price escalation, surcharge, raw material adjustment or energy adjustment clause of the Supplier applies to the Contract unless it is expressly stated in the Order.

(b) Inclusive price. The Price is inclusive of everything the Supplier requires to perform the Contract, including all items listed in the definition of Price. The Company is not liable for any handling charge, documentation fee, minimum order value, small order surcharge, fuel surcharge, currency surcharge, export documentation fee, origin declaration fee or other charge of any kind unless it is specifically stated in the Order.

(c) Quotations. Any quotation, proposal, price list or catalogue issued by the Supplier does not constitute an offer capable of acceptance, and the Order is the only governing document as to price. The Company may update or amend its requirements at any time before the Order is accepted under clause 2(c).

(d) Competitive pricing. The Supplier warrants that the Price is no less favourable to the Company than the price the Supplier charges any other customer of comparable volume and specification. If the Supplier offers a lower price for comparable Goods or Services during the term of the Contract, the Supplier must notify the Company, and the lower price applies to every Order not yet accepted and to every subsequent Order and, on the Company’s Written election, to any undelivered part of an Order already accepted. Where the Company so elects in respect of an Order already accepted, the Supplier may within five (5) Business Days of the election, by Written notice, treat the undelivered part of that Order as cancelled, and clause 12(e) applies to it. Nothing in this clause requires the Supplier to disclose, or the Company to receive, information in a manner that would infringe Article 101 of the Treaty on the Functioning of the European Union, Chapter I of the Competition Act 1998, or any equivalent national provision, and no information provided under this clause may identify any competitor of the Company or any other customer of the Supplier.

(e) Value added tax. The Price and every other amount payable under the Contract are exclusive of VAT.

(i) Export from the Union. The Parties intend that every supply of Goods under the Contract is an exportation of goods from the customs territory of the Union to the United Kingdom, exempt from VAT in the Member State of dispatch under Article 146(1)(a) or 146(1)(b) of Council Directive 2006/112/EC as implemented in that Member State. The Supplier must not charge VAT of any Member State on the supply of Goods. Where the Supplier charges VAT that was not properly chargeable, the Company may withhold that amount under clause 4(f), and the Supplier must issue a corrected invoice or credit note and must pursue any recovery from the tax authority at its own cost.

(ii) Evidence of exportation. The Supplier is responsible for obtaining and retaining the evidence of exportation its own tax authority requires, including the certification of exit from the customs territory of the Union. The Company will, on Written request and at the Supplier’s cost, provide copies of the transport documents and import entry data in its possession, but gives no warranty as to their sufficiency and is not liable for any VAT, interest or penalty assessed on the Supplier for want of evidence.

(iii) Import VAT in the United Kingdom. The Company accounts for Import VAT as importer under section 15 of the Value Added Tax Act 1994, and applies postponed VAT accounting under the Value Added Tax (Accounting Procedures for Import VAT for VAT Registered Persons and Amendment) (EU Exit) Regulations 2019 where it is entitled to do so. The Supplier must not account for, charge to the Company, or recover through the Price any Import VAT, and must provide the commercial documentation, valuation data and tariff classification information the Company requires to make a correct import declaration. Clause 7(c)(ii) states the Supplier’s obligation in relation to a declaration made on the Company’s behalf; an election for postponed VAT accounting cannot be changed after the declaration is submitted, and the Supplier is liable under clause 20(a)(vii) for the cash-flow and financing cost to the Company of a failure to make it correctly.

(iv) Services and reverse charge. Where the Supplier makes a supply of Services to the Company that is treated as supplied where the Company belongs, the Supplier must not charge VAT and the Company will account for VAT under the reverse charge in section 8 of the Value Added Tax Act 1994. The Supplier must state its VAT identification number on every invoice and must notify the Company in Writing of any change to or cancellation of that number.

(v) Withholding. The Supplier is responsible for all taxes on its own income, property, personnel and operations, and for all withholding obligations arising in its own jurisdiction. Where the Company is required by law to withhold or deduct any amount from a payment to the Supplier, it may do so and the amount withheld discharges the Company to that extent; the Company will provide the Supplier with reasonable evidence of the withholding and will, at the Supplier’s cost, give the reasonable cooperation the Supplier requires to claim relief under any applicable double taxation agreement.

(f) Customs duty, tariffs and levies. The Company is the importer into the United Kingdom under clause 7(c) and is accordingly liable to His Majesty’s Revenue and Customs for United Kingdom import duty, and the Price is exclusive of it. The Price is nevertheless inclusive of, and the Supplier bears, all Union export duties, charges, formalities and levies, and all costs of Union export clearance. The Supplier bears the risk of any increase in any Union export duty, charge or levy, and of any cost of Union export clearance, taking effect after the date of the Order, and may not pass any such increase to the Company. Where any such duty, charge or levy is reduced, refunded, remitted or eliminated after the date of the Order, the Supplier must pass the benefit to the Company. The Parties record that the Company assumes the risk of a change in United Kingdom import duty rates only, and that the Supplier bears, through clause 3(g), the whole of the risk that preferential tariff treatment is unavailable or is denied for a reason attributable to the Supplier.

(g) Preferential origin under the Trade and Cooperation Agreement. The Company claims preferential tariff treatment on importation into the United Kingdom under the Trade and Cooperation Agreement wherever it is available. Accordingly:

(i) Origin warranty. The Supplier warrants that the Goods are originating products of the Union within the meaning of the rules of origin in Chapter 2 of Title I of Heading One of Part Two of the Trade and Cooperation Agreement (Articles 37 to 68), satisfy the applicable product-specific rule of origin, satisfy the conditions of Article 40 as to cumulation where it relies on them, and satisfy the conditions as to non-alteration and direct transport that the Trade and Cooperation Agreement imposes, unless the Supplier’s Written notice under clause 3(g)(vii) states otherwise before the Order is accepted.

(ii) Statement on Origin. The Supplier must, with each consignment and in any event no later than the date of the invoice for it, provide the Company with a Statement on Origin made out by it as exporter under Article 56 of the Trade and Cooperation Agreement, in the exact text set out in Annex 7 to that Agreement, on the invoice or on any other commercial document describing the Goods in sufficient detail to enable them to be identified, and stating the Supplier’s reference number. A Statement on Origin made out for multiple shipments of identical products must specify the period it covers, which may not exceed twelve (12) months under Article 56(4)(b). The Supplier must state its exporter identification number; and where the value of originating products in a consignment exceeds EUR 6,000, the Supplier must be a registered exporter in the Union in accordance with Article 68 of Commission Implementing Regulation (EU) 2015/2447, and must state its registered exporter number, a statement on origin made out by an unregistered exporter above that value being invalid. The Parties record that the registered exporter requirement and that threshold are imposed by Union customs law and not by the Trade and Cooperation Agreement itself. The Company relies on a Statement on Origin for the period for which it remains valid on importation into the United Kingdom under Article 56(3) of the Trade and Cooperation Agreement and the extension of that period adopted by His Majesty’s Revenue and Customs. The Supplier must not make out a Statement on Origin for Goods that are not originating products. Article 55(2)(a) of the Trade and Cooperation Agreement permits a claim for preferential tariff treatment, and a repayment of duty already paid, to be made within three (3) years of importation. Accordingly, where the Company wishes to make such a claim, the Supplier must, within ten (10) Business Days of Written request, make out and provide a Statement on Origin in respect of Goods already delivered, provided they were originating at the time of export, in a form and bearing a date that enables the Company to make the claim within that period.

(iii) Supporting records and supplier’s declarations. The Supplier must hold all records demonstrating that the Goods are originating, including the supplier’s declarations and long-term supplier’s declarations in the forms set out in Annex 6 to the Trade and Cooperation Agreement and, for materials sourced within the Union, the declarations provided for by Articles 61 and 62 of Commission Implementing Regulation (EU) 2015/2447, together with bills of materials, production records, cost breakdowns and evidence of the origin of non-originating materials. Article 59 of the Trade and Cooperation Agreement requires an exporter to keep those records for at least four (4) years; the Supplier must keep them for not less than six (6) years from the date the Statement on Origin was made out, that longer period being agreed so that the records outlast the period within which a customs authority may make a post-clearance demand on the Company. The Supplier must obtain a long-term supplier’s declaration wherever one is available, and must notify the Company immediately if a declaration on which a Statement on Origin depends is withdrawn or ceases to be accurate.

(iv) Verification. Verification of origin under the Trade and Cooperation Agreement is conducted by the customs authority of the exporting Party at the request of the importing Party under Articles 61 and 62, and preferential tariff treatment may be denied under Article 63 if no reply is received within the period allowed, or if the reply does not permit the originating status of the Goods to be determined. Accordingly the Supplier must, at its own cost and within fifteen (15) Business Days of Written request, provide the Company and, where the Company so directs, the customs authority of the Supplier’s Member State, with all information and records required to answer such a verification, and must respond to any request made directly to it by its own customs authority within the period that authority allows. A failure by the Supplier to respond within the period allowed, in consequence of which preferential tariff treatment is refused or withdrawn, is a material breach of the Contract.

(v) Change of origin and of status. The Supplier must notify the Company in Writing before despatch, and in any event immediately on becoming aware, of any change to the originating status, the country of origin or the place of manufacture of any Goods from that previously advised, and of any circumstance that may affect the validity of a Statement on Origin already given. The Supplier must also notify the Company in Writing within five (5) Business Days of any suspension, revocation or lapse of its registration as a registered exporter, of any change to its exporter identification number or Economic Operators Registration and Identification number, and of any decision of a customs authority questioning the originating status of Goods of a kind it has supplied to the Company.

(vi) Indemnity for loss of preference. The Supplier indemnifies the Company and the Group against all customs duty, import duty, anti-dumping duty, countervailing duty, safeguard duty, interest, penalty, surcharge, forfeiture, seizure, storage, demurrage, re-export and destruction cost, and all professional and internal costs, arising from: (A) any Statement on Origin that is inaccurate, incomplete, invalid, incorrectly made out, not provided or withdrawn; (B) any failure of the Goods to qualify as originating; (C) any failure by the Supplier to comply with clause 3(g)(iii) or clause 3(g)(iv); or (D) any inaccurate declaration or information given by the Supplier as to tariff classification, customs value, quantity, weight or description. This indemnity applies whether the liability arises on the original importation or on any subsequent assessment, demand, post-clearance recovery or audit, and is not limited by the Warranty Period.

(vii) Goods notified as non-originating. The Supplier may, before it accepts an Order, notify the Company in Writing that identified Goods are not originating products. A notice under this paragraph is effective only if it identifies the Goods by part number and line item, states the actual country of origin and the reason the Goods do not qualify, and is given specifically in respect of that Order; a general, standing, qualified or precautionary statement, and any statement contained only in the Supplier’s standard documentation, is of no effect. Where an effective notice is given, the Company may withdraw the Order, may re-issue it at a Price adjusted to reflect the duty payable, or may confirm it in Writing unchanged; and where the Company confirms it unchanged, clause 3(g)(vi) does not apply to duty payable in consequence of that non-originating status alone. This paragraph does not limit clause 3(g)(vi) in respect of any Statement on Origin that the Supplier in fact makes out, or in respect of any inaccurate declaration or information within clause 3(g)(vi)(D).

(h) Other customs documentation and customs value. The Supplier must provide all documentation the Company requires to make a correct and complete import declaration to His Majesty’s Revenue and Customs and to establish customs value, tariff classification and origin, including a commercial invoice, packing list, transport document, export declaration reference and any licence, certificate or authorisation required for importation, and must cooperate at its own cost with any customs audit, ruling request, advance tariff ruling application, advance origin ruling application or inquiry relating to the Goods conducted by any customs authority. The Supplier must state the correct commodity code, net and gross weight, and country of origin on every commercial invoice, and warrants that the invoice price represents the true transaction value of the Goods for the purposes of section 16 of the Taxation (Cross-border Trade) Act 2018 and Part 12 of the Customs (Import Duty) (EU Exit) Regulations 2018. In addition, the Supplier must notify the Company in Writing, within five (5) Business Days of the matter being agreed, granted or otherwise coming to the Supplier’s knowledge, of: (i) any rebate, discount, credit, retrospective price adjustment or other payment that reduces or increases the price of Goods already imported, so that the Company can adjust the declared customs value; (ii) any royalty or licence fee relating to the Goods that the Company is or may be required to pay as a condition of sale; and (iii) any circumstance by reason of which the Supplier and the Company might be regarded as related persons. The Supplier warrants that it has disclosed every such matter of which it is aware.

(i) Currency. All Prices are stated and payable in euro (EUR) unless the Order states otherwise. The Supplier bears all currency conversion and exchange rate risk, and all bank charges other than those charged by the Company’s own bank.

(j) Substantiation. The Supplier must, on the Company’s Written request, substantiate any charge, cost claim, cancellation claim or Change Order price impact by reference to its records, and must give the Company and its advisers reasonable access to those records for that purpose.

4. Payment and Set-Off

(a) No advance payment. The Company does not pay in advance unless specifically agreed in Writing by an Authorised Officer. Where the Company agrees to pay in advance, the amount paid is held by the Supplier as a debt due to the Company, and is repayable on demand, until the relevant Goods are delivered and Accepted or the relevant Services are performed and Accepted. The Company may require a bank guarantee, standby letter of credit or parent company guarantee as a condition of any advance payment.

(b) Invoices. The Supplier must issue a separate invoice for each Order, after delivery, quoting the Order number, line item references, part numbers, quantities, batch or serial identifiers, delivery reference, its VAT identification number and any other information the Company reasonably requires, and every invoice must satisfy the invoicing requirements of Council Directive 2006/112/EC as implemented in the Supplier’s Member State. Where the Supplier’s Member State requires the invoice to be issued and transmitted in a structured electronic format, the Supplier must comply with that requirement and must also provide the Company with a legible copy in a format the Company can process. An invoice that does not comply with this clause, or that relates to Goods or Services not delivered in accordance with the Contract, is not correctly rendered and the payment period does not begin to run until a compliant invoice is received. The Company must notify the Supplier in Writing within ten (10) Business Days of receiving an invoice that it considers not to be correctly rendered, stating what is wrong with it; if the Company does not do so, the invoice is treated as correctly rendered on the date it was received. That deeming applies only to a defect in the form or content of the invoice itself. It does not apply to, and the Company may at any time decline to pay or may withhold under clause 4(f), an invoice for Goods that have not been delivered or for Services that have not been performed, an invoice rendered more than once for the same supply, and an invoice for an amount the Company disputes on the merits; and it does not affect any right of the Company under clause 4(e), clause 4(f), clause 8, clause 9 or clause 10. That notification period is a procedure of acceptance or verification for the purposes of Article 3(4) of the Late Payment Directive, and the Parties record that it does not extend the payment period in clause 4(c) beyond the maximum that Article 3 permits.

(c) Payment terms. The Company will pay correctly rendered invoices in full and in cleared funds within sixty (60) days of the date on which the Company receives a correctly rendered invoice, or, where the Goods or Services have not by then been delivered or performed, within sixty (60) days of that delivery or performance. The Parties expressly agree that period, and record that it is not grossly unfair to the Supplier within the meaning of Article 7 of the Late Payment Directive, having regard to the nature of the Goods, to the Supplier’s ordinary trade practice, and to the Price having been fixed on the footing of it.

(i) National maximum periods prevail. Where the law of the Supplier’s Member State implementing the Late Payment Directive, or any other mandatory national law applying to the Contract, fixes a maximum payment period shorter than the period stated in this clause, or prohibits its extension by agreement, or fixes a shorter maximum period by reference to the size of either Party, that shorter period applies in place of the period stated in this clause. The Supplier must notify the Company in Writing, before it accepts an Order, of any such shorter period applying to it and of any characteristic of either Party on which that period depends. Where the Order states a payment period shorter than the period that would otherwise apply under this clause, the shorter period prevails.

(ii) Payment is not conditional on Acceptance. An invoice for Goods delivered, or Services performed, in accordance with the Contract becomes payable under this clause on the later of that delivery or performance and the Company’s receipt of a correctly rendered invoice for it, whether or not the Goods or Services have been Accepted and whether or not the period in clause 8(b) has expired.

(iii) Payment is not Acceptance. Payment of an invoice under this clause is not Acceptance and is not acceptance of the quality of the Goods or Services, as clause 8(c) provides, and does not affect any right of the Company under clause 4(e), clause 4(f), clause 4(j), clause 8, clause 9 or clause 10, including its rights to reject, to require a remedy, and to recover the Price. Where the Company has paid for Goods or Services that are afterwards rejected under clause 8, or in respect of which the Price is refundable under clause 8(e)(iii) or clause 9(d), the amount paid is a debt due from the Supplier to the Company and repayable on demand, and clause 4(e) applies to it.

(d) Method. The Company pays by electronic funds transfer to the bank account notified by the Supplier in Writing, or as otherwise agreed in Writing. The Company may require independent verification of any change to the Supplier’s bank details before making payment, and any delay attributable to that verification is not a breach of the Contract and does not cause any amount to become overdue for the purposes of clause 4(g).

(e) Set-off. The Company may set off or deduct from any amount due to the Supplier any sum owed by the Supplier to the Company or to any member of the Group under the Contract or any other agreement between the Supplier and the Company or that member, whether liquidated or unliquidated and whether arising by way of damages, counterclaim, debt, indemnity or otherwise. Before exercising that right the Company must give the Supplier Written notice identifying the amount to be set off, the invoice or payment against which it is to be applied, and the basis of the claim, together with, in the case of an unliquidated amount, a reasonable estimate of it and the calculation supporting that estimate. The Company may set off an unliquidated amount only where it has a bona fide claim assessed in good faith on reasonable grounds, and must promptly repay any amount set off that is subsequently determined or agreed not to have been owing, together with interest on that amount from the date it was set off until repayment at the rate stated in clause 4(g). The Supplier may not set off, deduct, withhold or apply any amount against any sum owing to the Company. The Parties acknowledge that the law of some Member States restricts or conditions the exercise of a contractual right of set-off, in particular where the cross-claim is not liquidated or is disputed, and that where such a restriction applies to the Contract this clause operates only to the extent that law permits; the Company’s underlying claim, and its right to withhold under clause 4(f), are unaffected.

(f) Disputed and withheld amounts. The Company may withhold payment of any disputed amount, and of any amount subject to a bona fide set-off, counterclaim or indemnity claim, until the dispute is resolved, provided that it gives the Supplier Written notice of the amount withheld and the grounds for withholding it, and pays the undisputed balance of the invoice by the due date. The Company may withhold an amount under this clause only where it disputes that amount, or holds the claim to which the amount relates, bona fide and on reasonable grounds. An amount properly withheld under this clause is not overdue while it is withheld and clause 4(g) does not apply to it; but where an amount withheld under this clause, or withheld under clause 13(c) or clause 19(i), is subsequently determined or agreed to have been payable, the Company must pay it promptly and interest accrues on it at the rate stated in clause 4(g) from the date it would otherwise have fallen due until payment.

(g) Interest and recovery costs on late payment. Where the Company fails to pay by the due date an amount that is properly due and that is not withheld under clause 4(f) or set off under clause 4(e), the Supplier is entitled to statutory interest on the unpaid amount from the due date until payment at eight percent (8%) per annum above the official dealing rate of the Bank of England, being the rate in force on the most recent 30 June or 31 December to precede the day on which the debt became a qualifying debt, that being the rate fixed by the Late Payment of Commercial Debts (Rate of Interest) (No. 3) Order 2002, together with the fixed sum compensation under section 5A(2) of the Late Payment Act (being GBP 40, GBP 70 or GBP 100 according to the size of the debt) and, under section 5A(2A) of that Act, the reasonable costs of recovering the debt to the extent they exceed that fixed sum. Where the debt is denominated in a currency other than pounds sterling, the fixed sum is converted at the spot rate of exchange published by the Bank of England for the day on which the debt became a qualifying debt. The Parties record that: (i) the Late Payment Act applies to the Contract, there being a significant connection between the Contract and England and Wales in that the Company is incorporated and established there; that section 8 of that Act renders void any contractual term purporting to oust or vary the right to statutory interest unless the Contract provides a substantial remedy for late payment, section 8(2) permitting a substitute remedy and section 9 stating the test for whether it is substantial; and that this clause does not oust, vary or substitute that right, but confers it in the terms the Act provides, so that the question under section 9 does not arise. Where, contrary to the foregoing, the Late Payment Act does not apply to the Contract, this clause takes effect as an independent contractual entitlement in the same terms; (ii) under the Late Payment Directive as implemented in the Supplier’s Member State, a term excluding interest for late payment is grossly unfair and of no effect, and a term excluding compensation for recovery costs is presumed grossly unfair; and (iii) where the Supplier is entitled to interest at a higher rate, or to compensation in a greater amount, under a provision of the law of its Member State that applies to the Contract notwithstanding the choice of law in clause 25(a) and that cannot be derogated from by agreement, that entitlement applies in place of this clause to the extent of the excess. No other rule of the law of any Member State, and no entitlement that the Parties are free to displace by agreement, applies in place of this clause. The Supplier is not entitled to charge or claim any penalty interest, late payment fee, debt recovery charge or administration charge beyond the entitlements stated in or preserved by this clause, and no such charge stated in any document of the Supplier applies to the Contract.

(h) No suspension for disputed payment. The Supplier may not suspend, delay, reduce or terminate the supply of Goods or Services, exercise any right of retention, lien, stoppage in transit or exceptio non adimpleti contractus, or withhold any documentation, tooling, data, Statement on Origin or Intellectual Property Rights, on account of any amount that the Company has withheld under clause 4(f) or set off under clause 4(e). This clause does not limit clause 13(i).

(i) Assignment of receivables. The Supplier may not assign, factor, discount, securitise, charge or otherwise deal with any receivable owing to it under the Contract without the Company’s prior Written consent, and, except as clause 4(i)(i) permits, the Company is not obliged to pay any Person other than the Supplier. However:

(i) Permitted financing. The Supplier may assign, factor, discount or charge a receivable owing to it under the Contract to a financier that is a credit institution authorised under Directive 2013/36/EU, a financial institution supervised by a competent authority of a Member State, or a bank authorised by the Prudential Regulation Authority, without the Company’s consent, provided that the Supplier gives the Company not less than ten (10) Business Days’ prior Written notice identifying the financier, the receivables assigned and the account to which payment is to be made, and provided that the assignment does not increase the Company’s cost or administrative burden of payment. The Company’s rights against the Supplier, including its rights of set-off, deduction and withholding under clauses 4(e), 4(f) and 4(j), and every defence and counterclaim available to it, continue to apply against the financier as they applied against the Supplier immediately before the assignment, and payment by the Company to the notified account discharges the Company to the extent of that payment. The Company may require independent verification of the financier’s account details under clause 4(d) before making payment.

(ii) Other dealings. The Supplier acknowledges that the law of some Member States may render ineffective, as against a transferee, a term prohibiting or restricting the transfer of a monetary claim arising from a commercial transaction, and that the Business Contract Terms (Assignment of Receivables) Regulations 2018 may have a corresponding effect. No such rule relieves the Supplier of its obligation to the Company under this clause, any dealing in breach of this clause is a material breach of the Contract, and the Supplier indemnifies the Company against all loss, cost and expense arising from any such dealing, including the cost of determining the Person entitled to payment.

(j) Company’s payment-related rights. Without limiting any other right, the Company may: (i) withhold payment of any disputed part of an invoice, and of any invoice for Goods or Services not delivered or performed in accordance with the Contract; (ii) set off any liability of the Supplier to the Company, including delay charges, Removal Costs, duty and penalties recoverable under clause 3(g)(vi), and the cost of replacement goods, against any invoice; and (iii) exercise its rights under clause 7(f) and clause 13 where the Supplier fails to deliver in accordance with the agreed schedule.

(k) No construction payment regime. The Company acquires no construction operations under these Conditions, as the definition of Services states. Part II of the Housing Grants, Construction and Regeneration Act 1996 accordingly does not apply to the Contract, and in any event the manufacture and delivery to site of components for a system, and of plant or machinery, is excluded from the definition of construction operations by section 105(2)(d) of that Act where the Supplier does not also carry out installation. Where, contrary to these Conditions, any part of an Order is construction work to which that Part, or an equivalent mandatory statutory payment, adjudication or retention regime of any jurisdiction, applies, that regime prevails over clauses 4(c) to 4(h) to the extent of any inconsistency.

5. Specification, Tolerances and Quality

(a) Conformity. The Goods and Services must conform in all respects to the Specification, to any sample or pre-production approval given by the Company, and to all applicable standards identified in the Order.

(b) Company-directed amendment. The Company may by Written notice require the Supplier to amend the Specification where the amendment is required to comply with any applicable safety or statutory requirement, or where the amendment does not materially affect the quality, cost or fitness for purpose of the Goods. Where the Supplier reasonably considers that an amendment directed under this clause will increase its cost or affect the delivery date, it must notify the Company in Writing, with substantiation, within five (5) Business Days of the direction; clause 12(b) then applies to the amendment as if it were a Change Order, and the Supplier is entitled to a fair and reasonable adjustment to the Price and the delivery date. Where the Parties do not agree that adjustment within ten (10) Business Days, either Party may by Written notice cancel the affected part of the Order, and clause 12(e) applies. Apart from that adjustment, the Company has no liability to the Supplier for any loss arising in connection with such an amendment.

(c) No unilateral change. The Supplier must not, without the Company’s prior Written consent: (i) change the design, materials, components, formulation, firmware or software of the Goods; (ii) change any manufacturing process, test method or quality control procedure; (iii) change the place of manufacture, assembly, test or final inspection, or the Member State from which the Goods are dispatched; (iv) change any sub-tier supplier of a critical component; or (v) discontinue or supersede any Goods. A change within paragraph (iii) or paragraph (iv) that would or might affect the originating status of the Goods under clause 3(g) must be notified before it is made. The Supplier must give the Company not less than twelve (12) months’ Written notice before discontinuing any Goods, and must offer the Company a final purchase opportunity and continued supply of spares for not less than five (5) years after the last delivery, on the terms in clause 5(k).

(d) Length tolerance. Unless the Order states otherwise, cable must be supplied within a length tolerance of −0% to +2% of the ordered length. The Supplier must invoice on the actual length supplied and may not invoice for any length exceeding the stated tolerance without the Company’s prior Written consent. Any length supplied in excess of the tolerance is supplied at the Supplier’s risk and cost.

(e) Length marking and applicable standards. Cable must be sequentially length-marked in accordance with the standard specified in the Order, and marked lengths must be accurate within the tolerance in clause 5(d). Where the Order does not specify a standard, cable must be sequentially length-marked, sheath-marked and identified in accordance with the applicable harmonised European or international standard, and the Goods must satisfy every applicable standard for their intended use in the United Kingdom, including as relevant: the IEC 60794 and BS EN 60794 series (optical fibre cables), including the sheath marking and identification requirements of IEC 60794-1-1; ITU-T Recommendations G.652, G.654 and G.657 for the optical fibre itself; BS EN 50173 and BS EN ISO/IEC 11801 (generic cabling systems); BS EN 50174 (installation of information technology cabling); BS EN 61300 and BS EN 61753 (fibre optic interconnecting devices and passive components); BS EN 50575 (power, control and communication cables — reaction to fire), together with the declaration of performance and conformity marking required by clause 17(j)(ii) for a construction product; and BS 7671, the IET Wiring Regulations, where the Goods form part of, or are installed alongside, an electrical installation. Where the Goods are supplied for a network operated by an electronic communications network provider, they must additionally satisfy the network operator’s published cable specification identified in the Order.

(f) Quality system and business continuity. The Supplier must maintain a documented quality management system appropriate to the Goods and Services, certified to BS EN ISO 9001 or an equivalent standard where the Order requires it, must operate documented incoming inspection, in-process control, final inspection and calibration procedures, and must notify the Company promptly of any loss, suspension or material adverse change to any certification held. The Supplier must also maintain, test at least annually, and provide to the Company on request, a documented business continuity and disaster recovery plan covering its manufacturing, testing, information technology and logistics capability, together with an assessment of single points of failure in its own supply chain for the Goods; clause 14(b)(v) applies to a failure to do so. Where the Order requires it, the Supplier must also maintain certification to BS EN ISO 14001 and, where it processes Company data or connects to Company systems, to BS EN ISO/IEC 27001.

(g) Inspection and audit access. The Supplier must, on reasonable notice, give the Company, its Customers, its advisers and any regulator access to any premises at which the Goods are manufactured, tested, stored or handled, including any warehouse, consolidation point, port or place of temporary storage at which the Goods are held before or during transit, and to the relevant personnel, records, processes and quality data, for the purpose of inspecting, testing, sampling, auditing or verifying compliance with the Contract. The Supplier must procure equivalent access rights in respect of its sub-tier suppliers. An audit under this clause must be conducted during business hours, in a manner that does not unreasonably disrupt the Supplier’s business, and in accordance with the Supplier’s reasonable site safety and security requirements; clause 15 applies to all information obtained on an audit, and clause 18 applies to any Personal Data contained in the records. No inspection, audit, test, approval or failure to exercise any of those rights relieves the Supplier of any obligation or limits any right of the Company.

(h) Testing and certification. The Supplier must carry out the tests required by the Specification and by good industry practice, and must supply with each delivery the test results, factory acceptance test records, certificates of conformity (including a certificate of the type described in BS EN 10204 where the Order requires one), declarations of performance and calibration records required by the Order. Where the Order requires first article inspection or pre-production sample approval, the Supplier must not commence production until the Company has given Written approval, and that approval does not constitute Acceptance or relieve the Supplier of any warranty obligation.

(i) Records. The Supplier must retain all production, test, inspection, traceability, quality and sub-tier records relating to the Goods for not less than ten (10) years after the last delivery, and must provide copies to the Company on request within five (5) Business Days. That period is set by reference to the ten (10) year period for which technical documentation must be retained under United Kingdom and Union product legislation, and to the ten (10) year long-stop in section 11A of the Limitation Act 1980 for a claim under Part I of the CPA.

(j) Continuity of supply and allocation. The Supplier must maintain sufficient capacity, materials and sub-tier arrangements to meet the volumes stated in each accepted Order and in any forecast the Company has notified in Writing as firm for capacity planning purposes. A forecast so notified obliges the Supplier to plan and reserve capacity, but does not oblige the Company to purchase, and clause 2(l) continues to apply; the Supplier has no claim in respect of capacity reserved against a forecast except under clause 12(e) in respect of an Order actually placed and afterwards cancelled.

Where the Supplier’s capacity, or the availability of any material or component, is or is likely to become insufficient to meet its accepted commitments for any reason, the Supplier must notify the Company in Writing immediately on becoming aware of it, and must allocate the available Goods, materials and capacity to the Company on a basis no less favourable than that applied to any other customer, and must not divert to any other customer any Goods, materials or capacity allocated to the Company. The Supplier must in addition give the Company not less than twenty (20) Business Days’ Written notice before it places any Goods it supplies to the Company on allocation, or, where circumstances do not permit that period, the longest notice that is practicable together with an explanation of why the full period could not be given. Neither notice obligation displaces the other. Clause 14(d) applies where the cause is a Force Majeure Event, and this clause applies in every other case.

(k) Spares pricing and lead time. Spares supplied during the five (5) year period referred to in clause 5(c) must be supplied on these Conditions, and clause 5(j) applies to their allocation, and, unless the Order or a separate written agreement states otherwise: (i) at a price no greater than the price last charged to the Company for the same item, increased by no more than the cumulative increase in the Harmonised Index of Consumer Prices for the euro area published by Eurostat between the date of the Order under which that price was charged and the date of the spares order; and (ii) with a lead time no greater than the lead time last quoted for the same item or, where no lead time was quoted, no greater than twelve (12) weeks from the date of the spares order. Where the Supplier is unable to meet that lead time, or requires a price above that cap, it must notify the Company in Writing with substantiation, and, at the Company’s option and at the Supplier’s cost, must provide the Company or its nominee with the drawings, specifications, tooling, sub-tier supplier details and a royalty-free, sublicensable licence sufficient to have that spare manufactured by a third party for supply to the Company, the Group and its Customers.

6. Packaging, Labelling and Documentation

(a) Packaging. The Goods must be packed, protected, palletised, reeled or drummed so as to reach the Delivery Point undamaged and in good condition, to withstand the anticipated mode and duration of transport, handling and storage, and to permit safe mechanical handling. Packaging must comply with the Order and with all applicable transport, plant health, timber treatment and packaging waste requirements in the Member State of dispatch, in every country of transit, and in the United Kingdom, including:

(i) Wood packaging material. All timber packaging, dunnage, pallets, cases, crates, drums and bracing moving from the Union to Great Britain must be debarked and heat-treated or otherwise treated, and must be marked, in accordance with ISPM 15 (International Standard for Phytosanitary Measures No. 15), and the Supplier must be able to evidence that treatment on request. The Supplier bears all cost of any interception, treatment, fumigation, quarantine, re-export or destruction resulting from non-compliant wood packaging material.

(ii) Union packaging law. The Supplier must comply with Regulation (EU) 2025/40 on packaging and packaging waste and with the national law implementing Directive 94/62/EC to the extent it continues to apply, including all requirements as to composition, minimisation, recyclability, marking and labelling, and restricted substances.

(iii) United Kingdom packaging producer responsibility. The Supplier must provide, within the period the Company notifies and in the format the Company requires, accurate data on the weight, material category, recyclability and household or non-household character of all packaging supplied with the Goods, so that the Company can discharge its own obligations as an obligated producer under the packaging extended producer responsibility regime in force in the United Kingdom, including its data reporting and disposal fee obligations. The Supplier must notify the Company promptly if data previously provided was inaccurate, and indemnifies the Company against any charge, fee, penalty or cost arising from data that was inaccurate or was not provided in time.

(b) Reels, drums and returnable packaging. Reels, drums, pallets and other packaging are included in the Price and become the property of the Company on delivery, unless the Order identifies them as returnable and states the return terms and any credit. The Company is not liable for any reel, drum or pallet deposit, hire, demurrage or non-return charge unless it is stated in the Order. Where packaging is identified as returnable, the Company is not obliged to return it to a location outside the United Kingdom at its own cost, and the Supplier bears the cost and the customs formalities of any return to the Union.

(c) Labelling and marking. Each package, reel, drum and unit must be legibly and durably marked with the Order number, the Company’s part number, the Supplier’s part number, the description, the quantity or length, the batch, lot, reel or serial identifier, the date of manufacture, the country of origin, and all handling, storage, lifting and safety markings required by the Order or by law. The Supplier must apply the manufacturer identification, type, batch or serial number and conformity marking required by the applicable United Kingdom product legislation, and must leave sufficient space, and must not object, where the Company applies its own importer name and address marking under clause 17(j)(vi).

(d) Documentation. Each delivery must be accompanied by a packing note quoting the Order number and identifying the contents by line item, and by all certificates of conformity, declarations of conformity, declarations of performance, test results, calibration records, instructions, maintenance information, warranty documentation, safety data sheets, chemical content declarations, Statements on Origin and regulatory markings required by the Order or by law. All instructions, warnings and safety information must be supplied in English. Where any document is required to be supplied to a Customer with the Goods, the Supplier must supply it in a form suitable for onward supply.

(e) Dangerous goods. Where any Goods are classified as dangerous, hazardous or restricted for transport, the Supplier must classify, pack, mark, label, document and declare them in accordance with all applicable transport regulations and must notify the Company in Writing before despatch. Those regulations include: the European Agreement concerning the International Carriage of Dangerous Goods by Road (ADR), as implemented in each Member State by Directive 2008/68/EC and in Great Britain by the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations 2009; the Regulations concerning the International Carriage of Dangerous Goods by Rail (RID); the International Maritime Dangerous Goods Code (IMDG Code); the ICAO Technical Instructions and the IATA Dangerous Goods Regulations; and, for classification, labelling and packaging, Regulation (EC) No 1272/2008 in the Union and that Regulation as it forms part of assimilated law in Great Britain, together with the safety data sheet requirements of Annex II to REACH as amended by Regulation (EU) 2020/878. A safety data sheet supplied to the Company must be in English and must be prepared for the Great Britain market.

(f) Discrepancies. Any discrepancy between the Goods delivered and the packing note, or between either of them and the Order, must be rectified by the Supplier at its own cost immediately upon notification by the Company.

(g) Non-conforming packaging. Failure to comply with this clause 6 is a failure of the delivery to conform to the Contract, and the Company may reject the delivery under clause 8, or require the Supplier to re-pack, re-label or re-document at the Supplier’s cost, and may recover from the Supplier all costs it incurs in doing so itself, including any inspection, treatment, fumigation, storage, demurrage, re-export or destruction cost imposed by His Majesty’s Revenue and Customs, by the Animal and Plant Health Agency, by a port health authority, or by any authority of a Member State or country of transit.

7. Delivery, Title, Risk and Roles at the Frontier

(a) Time of the essence. The Supplier must deliver the Goods and perform the Services on the date or within the period stated in the Order. Time of delivery and of performance is of the essence.

(b) Delivery basis. Unless the Order states otherwise, Goods are supplied Delivered at Place (DAP) (Incoterms 2020) at the Delivery Point, and the named place is in every case the Delivery Point stated in the Order. The Supplier is responsible for, and the Price includes, all packing, loading, carriage, insurance, Union export clearance and delivery of the Goods to the Delivery Point ready for unloading, and the Supplier bears all risk until the Goods arrive there. Where the Order specifies Delivered at Place Unloaded (DPU) (Incoterms 2020), the Supplier is additionally responsible for unloading at the Delivery Point. The Supplier must not tender the Goods on Ex Works (EXW), Free Carrier (FCA) or any other basis under which the Company would be required to perform, or to be named in, a Union export formality, and must not tender them on Delivered Duty Paid (DDP) or any other basis under which the Supplier would be the importer of record into the United Kingdom. Where the Supplier tenders on any such basis, the Company may refuse the tender at the Supplier’s cost and risk, or may accept it and recover from the Supplier all resulting cost, and clause 7(c) continues to apply.

(c) Exporter of record and importer of record. The Parties record the following allocation, which follows from the Company having no establishment in the Union and being established in the United Kingdom:

(i) The Supplier is the exporter of record from the Union. The Supplier must be named as exporter in, and must lodge or procure the lodgement of, the Union export declaration for every consignment under Article 269 of Regulation (EU) No 952/2013 establishing the Union Customs Code, must obtain any Union export licence, authorisation or clearance required, and must obtain and retain the certification of exit from the customs territory of the Union. The Parties acknowledge that Article 1(19) of Commission Delegated Regulation (EU) 2015/2446, as replaced by Commission Delegated Regulation (EU) 2018/1063, defines the exporter as a person established in the customs territory of the Union, and Article 170(2) of the Union Customs Code requires the declarant to be so established; that the Company is not such a person and cannot become one; and that the Company must not be named as exporter, declarant or holder of the procedure in any Union export declaration. The Supplier must not name, and must procure that no carrier, forwarder or agent names, the Company in any of those capacities. The Supplier indemnifies the Company against all loss, liability, duty, penalty and cost arising from any breach of this paragraph.

(ii) The Company is the importer of record into the United Kingdom. The Company, or the member of the Group or the Customer identified in the Order, is the importer, the declarant and the person liable for United Kingdom import duty and Import VAT, and holds the Economic Operators Registration and Identification number under which the import declaration is made. The Parties record that regulation 15 of the Customs (Import Duty) (EU Exit) Regulations 2018 prevents a person who is not established in the United Kingdom from making a declaration for the free-circulation procedure, so that the Supplier cannot be the importer of record; that under section 6(1) of the Taxation (Cross-border Trade) Act 2018 the person liable to import duty is the person in whose name the declaration is made; and that section 6(7) of that Act imposes joint and several liability where a declaration is made on another person’s behalf. The Supplier must not lodge, and must not instruct any carrier, forwarder or agent to lodge, any United Kingdom import declaration in the Company’s name without the Company’s prior Written authority, and must not name the Company as consignee on any document inconsistent with the Order. Where any Person makes an import declaration on the Company’s behalf, the Supplier must ensure that it is instructed to make the election for postponed VAT accounting that the Company notifies, and must not instruct it otherwise.

(iii) Documents required before arrival. The Supplier must provide the Company, or the customs agent the Company nominates, with the commercial invoice, packing list, transport document, Statement on Origin, commodity codes, net and gross weights, customs value and any licence or certificate required for importation, in each case not less than two (2) Business Days before the Goods are due to arrive at the United Kingdom frontier, or, for air or express consignments, immediately on despatch. The Supplier bears all storage, demurrage, detention, examination, re-delivery and agent’s charges arising from its failure to do so.

(iv) The Company is the responsible economic operator in Great Britain. The Company, or the member of the Group or the Customer identified in the Order, is the importer for the purposes of United Kingdom product legislation, and clause 17(j) states the Supplier’s obligations arising from that role. Clause 11(g) states the consequences of that role for product liability.

(v) No agency. Nothing in this clause makes either Party the agent or customs representative of the other, and neither Party may hold itself out as such.

(d) Delivery arrangements. Delivery must be made to the Delivery Point during the Company’s stated receiving hours, in accordance with any booking, appointment, access or safety requirement notified by the Company for receiving deliveries at that location. Delivery outside those arrangements may be refused at the Supplier’s cost and risk.

(e) Quantity and timing. The Supplier must not deliver early, late, short or in excess without the Company’s prior Written consent. Goods delivered early may be refused, or accepted and stored at the Supplier’s risk and cost with payment falling due as if delivered on the due date. Goods delivered short may be rejected under section 30(1) of the Sale of Goods Act 1979. Goods delivered in excess of the ordered quantity may be rejected in whole or in part under section 30(2) of that Act, or returned at the Supplier’s risk and cost, and the Company is not obliged to pay for them. The Parties agree, as a special agreement for the purposes of section 30(5) of that Act, that section 30(2A) does not apply to the Contract, so that the Company may reject for a shortfall or an excess however slight; and the Parties record that in any event section 30(2B) places on the Supplier the burden of showing that a shortfall or excess is so slight that rejection would be unreasonable.

(f) Instalments. The Company may require delivery by instalments. Each instalment is nevertheless part of a single Contract, and failure by the Supplier to deliver any one instalment in accordance with the Contract entitles the Company to terminate the whole Contract. Section 31(2) of the Sale of Goods Act 1979 does not apply to the extent it is inconsistent with this clause, and the Parties agree that a defective or missed instalment is to be treated as a repudiation of the whole Contract at the Company’s election.

(g) Late delivery. If the Supplier fails to deliver by the due date, then without limiting any other right the Company may: (i) terminate the affected Order, or the affected part of it, immediately by Written notice given before delivery of the Goods, or performance of the Services, to which that notice relates, and clause 13(b)(ii) applies where the Company seeks to terminate any other Order; (ii) recover from the Supplier the costs and expenses of obtaining replacement goods or services of similar description and quality, including any excess over the Price, expedited freight, additional duty and internal costs; and (iii) recover any loss it suffers under any contract with a Customer as a result of the delay. Where the Order states a delay charge, that charge is payable for each week or part week of delay, up to the cap stated in the Order; where the Order does not state a rate or a cap, the delay charge is zero point five percent (0.5%) of the Price of the delayed Goods or Services for each week or part week of delay, capped at ten percent (10%) of that Price. Any delay charge paid is credited against, and does not limit, the Company’s damages for the same delay. The Parties acknowledge that the Company has a legitimate interest in timely delivery because it holds the Goods for onward supply to Customers under contracts containing its own delivery commitments, that the rate and cap in this clause were fixed by reference to the loss the Company would be likely to suffer under those contracts and to the cost of expediting substitute supply, and that they are not extravagant, exorbitant or unconscionable and are not out of all proportion to that interest. Where the law of the Supplier’s Member State applies to the Contract and confers on a court or tribunal a power to reduce an agreed contractual penalty that cannot be excluded by agreement, this clause operates subject to that power, and the Company’s right to recover its damages in full under paragraphs (ii) and (iii) is unaffected.

(h) Title and risk. Title to and risk of loss of or damage to the Goods pass to the Company on completion of delivery at the Delivery Point, which, where the Goods are supplied DAP under clause 7(b), is when they are placed at the Company’s disposal on the arriving means of transport ready for unloading at the Delivery Point, and, where the Order specifies DPU, is when they have been unloaded there, provided that the Supplier remains liable for any loss of or damage to the Goods occurring on or after that time to the extent it is caused by a failure to comply with clause 6(a) in the packing, protection, reeling, drumming, palletising, loading, securing or stowing of the Goods, or by any defect in a reel, drum or pallet supplied by the Supplier, or, where the Company has paid in advance, on the earlier of delivery and the time of payment for identified or appropriated Goods. The Parties intend by this clause to specify a different time from that provided by sections 17, 18 and 20 of the Sale of Goods Act 1979, and section 20A of that Act applies to Goods forming part of an identified bulk. Passing of title and risk does not constitute Acceptance.

(i) No retention of title and no supplier security interest. To the fullest extent permitted by law:

(i) Retention of title is rejected. Neither these Conditions nor any Contract creates, gives rise to or preserves any retention of title, reservation of ownership or equivalent proprietary right in favour of the Supplier over the Goods, over any product into which they are incorporated, or over any proceeds of the Goods. The Company expressly rejects every form of retention of title clause of the Supplier, whether simple, current-account, extended, prolonged or expanded, including an Eigentumsvorbehalt (simple, erweitert or verlängert) under German law, a clause de réserve de propriété under Article 2367 of the French Civil Code and Article L. 624-16 of the French Commercial Code, a riserva della proprietà under Articles 1523 to 1526 of the Italian Civil Code, an eigendomsvoorbehoud under Article 3:92 of the Dutch Civil Code, a reserva de dominio under Spanish law, and any equivalent right under the law of any other Member State. Article 9 of the Late Payment Directive requires Member States to provide for retention of title only where it has been expressly agreed between the buyer and the seller before the delivery of the goods, and the Company records that it does not so agree and that clause 2(d) applies to any purported agreement.

(ii) No lien, charge or security. The Supplier must not assert, and the Contract does not create, any lien, right of retention, pledge, charge, hypothecation, security interest or other encumbrance in favour of the Supplier over the Goods, over any other property of the Company, or over any document relating to them, and any lien arising by law is waived to the maximum extent the law permits.

(iii) No registration. The Supplier must not register, file, lodge or maintain any registration, financing statement, notice, caveat or entry in respect of any such interest against the Company on any register in any jurisdiction, and any such registration made is unauthorised and must be discharged immediately on demand at the Supplier’s cost.

(iv) Cooperation. The Supplier must at its own cost promptly do anything the Company reasonably requires, including executing documents, giving information and filing discharges, to ensure that any such interest is unenforceable, is subordinated to the interests of the Company and its financiers, or is removed from the relevant register.

(v) Applicable law. The Parties acknowledge that whether a proprietary right is created or is effective against third parties is generally determined by the law of the place where the Goods are situated at the material time, and not by the law chosen in clause 25(a). This clause is intended to operate as an agreement between the Parties that no such right is created or reserved, and to be effective under the law of the Member State of dispatch as well as under English law once the Goods are in the United Kingdom.

(j) Goods held before delivery. Where the Company has paid for or acquired title to Goods that remain in the Supplier’s possession, the Supplier holds them as bailee for the Company and must: (i) store them separately from all other goods so that they remain readily identifiable as the Company’s property; (ii) not remove, deface or obscure any identifying mark or packaging; (iii) maintain them in good condition and keep them insured against all risks for their full replacement value with the Company’s interest noted; (iv) not create or permit any encumbrance over them; and (v) notify the Company immediately if the Supplier becomes subject to an Insolvency Event.

(k) Recovery. If before delivery the Supplier becomes subject to an Insolvency Event, the Supplier’s right to deal with any Goods to which the Company has title ceases immediately, and the Company may require the Supplier to deliver them up and, failing prompt delivery up, may enter any premises of the Supplier or of any third party where they are stored in order to recover them. The Supplier must procure the consent of any third party occupier to that entry. The Company acknowledges that the exercise of this right may require the consent of an insolvency officeholder or the leave of a court under the insolvency law of the Supplier’s Member State, and clause 13(h) applies.

(l) Free issue materials and tooling. All materials, components, tooling, jigs, fixtures, patterns, dies, moulds, test equipment, drawings, software and data supplied by the Company to the Supplier, and all tooling paid for by the Company whether separately or as part of the Price, are and remain the property of the Company. The Supplier must hold them as bailee, keep them separately identified and marked as the Company’s property, use them only for the Contract, keep them insured and in good repair at its own cost, not encumber them, and deliver them up on demand and on termination or expiry of the Contract. The Supplier must not permit any of that property to become an accession to, or to be commingled, processed or combined with, other goods, or to be affixed to land, without the Company’s prior Written consent, and must take all steps available under the law of its Member State to preserve and evidence the Company’s ownership, including making any filing, registration or notification that law affords for that purpose. Where the Company delivers any such property to the Supplier in the Union, the Parties will use a customs procedure that preserves the Company’s ownership and avoids the incurrence of Union import duty, and the Supplier must act as the declarant for that procedure and must discharge it on return.

(m) Deferred delivery. The Company may, by Written notice given not less than five (5) Business Days before the due delivery date, defer delivery of any Goods by up to ninety (90) days in aggregate for any Order, subject to the combined ninety (90) day limit on deferral and suspension stated in clause 12(g). Where it does so, the Supplier must store the Goods safely, separately and insured, and the Company will reimburse the Supplier’s reasonable and documented direct storage, insurance and preservation costs for the period of deferral beyond thirty (30) days. Payment for the deferred Goods falls due as if they had been delivered on the original due date. Where a deferral exceeds sixty (60) days, the Supplier may by Written notice require the Company either to take delivery within twenty (20) Business Days or to treat the affected part of the Order as cancelled under clause 12(d), and clause 12(e) then applies.

8. Inspection, Acceptance and Rejection

(a) Inspection before delivery. The Company may inspect and test the Goods at any stage of manufacture and before despatch in accordance with clause 5(g), and may require the Supplier to remedy any non-conformity identified before despatch at the Supplier’s cost.

(b) Inspection after delivery. The Company has thirty (30) days to inspect the Goods and notify the Supplier of any rejection. That period runs from delivery or, where the Order provides for Acceptance testing, from completion of that testing; but where the Order provides for Acceptance testing the period begins in any event no later than sixty (60) days after delivery, that outer date being extended by any period during which the Company is unable to commence or complete the testing because the Supplier has not supplied the Goods, the documentation, the test data or the assistance the Contract requires. The Company is under no obligation to inspect or test the Goods, and no inspection, test, or failure to inspect or test, limits any right of the Company under clause 9 or otherwise, except that a failure to carry out Acceptance testing does not postpone the beginning of the period in this clause beyond the outer date stated above. The Company’s right of examination under section 34 of the Sale of Goods Act 1979 is preserved, and the Parties agree that the Company has not had a reasonable opportunity of examining the Goods for the purposes of section 34 or section 35 of that Act until it has taken delivery of them at the Delivery Point and the period in this clause has run. The Parties record that section 35(3) of that Act, which formerly prevented a buyer from losing the right to rely on section 35(2) by agreement, has been repealed in relation to a buyer who does not deal as consumer, so that the examination right is now capable of being excluded by agreement. The Company does not exclude or waive it, no term of the Supplier purporting to exclude or waive it forms part of the Contract by reason of clause 2, and nothing in these Conditions is to be read as such an exclusion or waiver.

(c) Acceptance. Goods and Services are Accepted only when the Company gives Written notice of Acceptance or the period in clause 8(b) expires without rejection. Signature of a delivery document, unloading, handling, storage, processing, resupply, payment of any invoice, or the passing of title or risk does not constitute Acceptance or acceptance of the quality of the Goods. For the purposes of section 35 of the Sale of Goods Act 1979 the Parties agree that: (i) the Company does not intimate acceptance by any of those acts; (ii) the Company does no act inconsistent with the Supplier’s ownership by any of them; and (iii) a reasonable time for the purposes of section 35(4) does not expire before the end of the period in clause 8(b) or, in the case of a Defect not reasonably discoverable on inspection, before the end of the Warranty Period. Delivery of Goods to a Customer is not acceptance of them for the purposes of section 35(6)(b) of that Act.

(d) Rejection. The Company may reject any Goods or Services that do not conform to the Contract or to the warranties in clause 9(a), whether or not the non-conformity is material, and may reject the whole of a delivery, any commercial unit, or any part of a delivery. Rejection may be made at any time during the period in clause 8(b) or, in the case of a Defect not reasonably discoverable on inspection, at any time during the Warranty Period. Section 15A of the Sale of Goods Act 1979 does not apply to the Contract, and the Parties agree under section 15A(2) that a breach of the terms implied by sections 13, 14 and 15 of that Act is to be treated as a breach of condition however slight it may be. The Company’s right of partial rejection under section 35A of that Act is preserved, and the Company does not by accepting part of a delivery lose its right to reject the remainder. Section 35A(4) permits that right to be excluded by a contrary intention; no contrary intention appears in or is to be inferred from these Conditions, and no term of the Supplier purporting to exclude it forms part of the Contract.

(e) Consequences of rejection. If the Company rejects any Goods or Services, the Supplier must, at the Company’s option and at the Supplier’s sole expense including all carriage, insurance, duty and disposal costs, promptly: (i) replace the rejected Goods with conforming Goods; (ii) repair or re-perform to the Company’s satisfaction; or (iii) refund the Price of the rejected Goods or Services in full, together with all duty, Import VAT that the Company is unable to recover, freight and internal handling cost incurred in respect of them. Rejected Goods are held at the Supplier’s risk from the moment of rejection, and the Supplier bears the cost and the customs formalities of any return of rejected Goods to the Union, including any re-export declaration, and must provide the documentation the Company requires to claim any relief, repayment or remission of import duty and Import VAT on the rejected Goods.

(f) Return authorisation. The Supplier must issue a return authorisation reference immediately on notification of rejection, but the Company’s right to reject and to a remedy is not contingent on the issue of that reference and is not affected by any delay in issuing it.

(g) No return or restocking policies. The Company does not accept any “no return”, “no cancellation”, “non-returnable”, “non-cancellable” or “restocking fee” policy of the Supplier unless it is expressly agreed in Writing and stated in the Order. The Company is not liable for any handling fee, restocking charge, inspection fee or administrative cost associated with the return of Defective or non-conforming Goods.

(h) Uncollected rejected Goods. If the Supplier fails to collect or accept the return of rejected Goods within fourteen (14) days of notification, the Company may store them at the Supplier’s risk and charge for storage, or dispose of or destroy them at the Supplier’s expense. Any cost of storage or disposal is a debt due from the Supplier to the Company.

(i) Statutory remedies preserved. The remedies in this clause 8 are in addition to, and not in substitution for, any right of the Company to reject Goods, to require conforming performance, to obtain substitute goods and recover the cost of doing so, or to obtain any other remedy available to a buyer at law or in equity. The rights of a buyer of goods under English law are governed by the Sale of Goods Act 1979, and the Company preserves, and does not negative or vary by agreement, the terms implied by sections 12, 13, 14 and 15 of that Act (title, correspondence with description, satisfactory quality, fitness for purpose and sale by sample), its right of examination under section 34, its rights on rejection under sections 35, 35A and 36, and its remedies under sections 51, 53 and 54; each of them applies to the Contract for the Company’s benefit. No limitation of remedy, exclusive remedy provision, notice period or time bar stated by the Supplier applies to the Contract. The Parties record the following, which is the reason these Conditions state the Company’s protections expressly rather than relying on statute. Section 26 of the Unfair Contract Terms Act 1977 disapplies the limits that Act imposes on the effectiveness of exclusion clauses in the case of an international supply contract. A contract under these Conditions will ordinarily be such a contract, because it is a contract for the sale of goods, the Parties have their places of business in different States, and the Goods are carried from the territory of one State to the territory of another. Where, however, the Supplier has a place of business in the United Kingdom through which it contracts, section 26 may not apply, and the Company relies on that Act in the alternative and to the fullest extent it does apply. The consequence is that a supplier’s exclusion of the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 would not be subject to the reasonableness test at all, and section 55(1) of that Act would not restrain it. Section 27(1) of the 1977 Act produces the same result where English law applies only by reason of the Parties’ choice. The Company accordingly relies not on that Act but on clause 2, under which no term of the Supplier forms part of the Contract at all, and on the express warranties, indemnities and remedies stated in these Conditions.

(j) Sorting and screening. Where a delivery contains both conforming and non-conforming Goods, the Company may reject the whole delivery, or may sort, screen, test or rework the delivery, and the Supplier must reimburse the Company’s reasonable costs of doing so.

9. Supplier Warranties

(a) Warranties. The Supplier represents and warrants that the Goods and Services will, on delivery and throughout the Warranty Period: (i) conform to the Specification; (ii) be free from defects in design, material and workmanship; (iii) be new, unused, genuine, of current manufacture, and not refurbished, remanufactured, reclaimed, grey market or counterfeit; (iv) be of satisfactory quality and fit for the purpose stated in the Order and for any purpose the Company has made known to the Supplier; (v) comply with clauses 3(g), 5, 6 and 17 and with all applicable laws, standards, regulations and codes in the country of manufacture, in the Member State of dispatch, in the United Kingdom, and in any other country the Supplier knows or ought reasonably to know the Goods are destined for, including the regimes named in clause 17(j); (vi) be free from any encumbrance, lien, charge, retention of title or other security interest, and be supplied with full and unencumbered title, the Supplier having the right to sell them; (vii) not infringe the Intellectual Property Rights of any Person; (viii) be safe, and be supplied with all warnings, instructions and safety information in English required for their safe transport, storage, installation, use, maintenance and disposal; (ix) be capable of being imported into the United Kingdom and resupplied by the Company to a Customer without further work, testing, certification or modification, and be accompanied by every document, declaration and marking the Company requires in order to import them and to place them on the market in Great Britain lawfully; (x) where the Goods contain software or firmware, be free from malicious code, undocumented access mechanisms and undisclosed telemetry, and be supplied with the rights described in clause 16(e); and (xi) in the case of Services, be performed with the degree of skill, care and diligence expected of a suitably qualified and experienced provider of services of that kind, by appropriately qualified, trained, licensed and supervised Supplier Personnel holding every licence, registration and accreditation required by law for the performance of those Services.

(b) Warranty Period. The Warranty Period for any Goods is the period expiring on the later of: (i) twelve (12) months from Customer Delivery of those Goods; and (ii) twenty-four (24) months from delivery of those Goods to the Company, but expiring no later than forty-eight (48) months from delivery of those Goods to the Company, except that where Customer Delivery of those Goods occurs after the thirty-sixth (36th) month from delivery of those Goods to the Company, the Warranty Period expires twelve (12) months after Customer Delivery. The Warranty Period for any Goods expires in every case no later than seventy-two (72) months from delivery of those Goods to the Company, and that outer limit applies despite the exception stated in the preceding sentence. The Warranty Period for Services is twelve (12) months from completion of the Services, or, where the Services relate to Goods, the Warranty Period for those Goods, whichever is longer. This clause does not limit any right or remedy of the Company arising otherwise than under this clause 9, including under clause 8, clause 11, or the Sale of Goods Act 1979. In particular, the product liability indemnity in clause 11(g) is expressly not limited by the Warranty Period, and it, and not this clause, carries the Company’s long-tail exposure, including in respect of a claim under Part I of the CPA that may be brought at any time within ten (10) years of the product being put into circulation.

(c) Back-to-back cover. The Parties acknowledge that the Company resupplies the Goods and gives its own Customers a warranty of twelve (12) months from Customer Delivery. The Warranty Period in clause 9(b) is intended to cover the Company’s onward warranty obligation in full for the period the Goods are held in the Company’s inventory before Customer Delivery. The Supplier may not refuse a claim on the ground that its own standard warranty period, or the warranty period of any manufacturer or sub-tier supplier, has expired, provided the claim is made within the Warranty Period. No warranty period, guarantee period, notification period or limitation period provided by the default law of the Supplier’s Member State — including the two (2) year period in Article 10 of Directive (EU) 2019/771 as implemented, and the periods in section 438 of the German Civil Code, Article 1648 of the French Civil Code, Article 1495 of the Italian Civil Code and their equivalents — shortens the Warranty Period or the Company’s time to give notice, the Parties having agreed the periods in this clause 9 and in clause 25(h) in their place to the fullest extent the applicable law permits.

(d) Claims. Where the Company gives Written notice to the Supplier during the Warranty Period, within a reasonable time of discovery, that Goods or Services do not comply with clause 9(a), and gives the Supplier a reasonable opportunity to examine them, the Supplier must at the Company’s option repair, replace or re-perform free of charge, or refund the Price in full together with all duty, Import VAT that the Company is unable to recover, freight and internal handling cost incurred in respect of the affected Goods, in each case within the period stated in clause 10(c). Where the Company returns Goods for that purpose, it does so at the Supplier’s cost and risk, and clause 8(e) applies to the customs treatment of the return. No obligation to examine Goods promptly on delivery, and no obligation to give notice of a defect within a fixed or short period on pain of losing the right to complain — including any obligation of the kind imposed by section 377 of the German Commercial Code (Untersuchungs- und Rügepflicht), by Article 1495 of the Italian Civil Code, by Article 336 of the Spanish Commercial Code, or by Article 39 of the CISG — applies to the Contract, the Parties having agreed the regime in clause 8 and this clause 9 in their place.

(e) Exclusions. The Supplier remains liable for a failure to comply with clause 9(a) except where: (i) the Defect arises solely because the Company failed to follow the Supplier’s written instructions as to storage, commissioning, installation, use or maintenance; (ii) the Company altered or repaired the Goods without the Supplier’s Written consent, and the Defect arises solely from that alteration or repair; or (iii) the Defect arises solely from fair wear and tear or wilful damage caused by the Company. The Supplier bears the burden of proving that an exclusion in this clause applies. This clause does not limit any right or remedy of the Company under any law that cannot lawfully be excluded, restricted or modified.

(f) Pass-through of third party warranties. The Supplier assigns to the Company the benefit of every warranty, guarantee and indemnity it receives from any manufacturer or sub-tier supplier in respect of the Goods, and where any such benefit is not assignable, the Supplier must at the Company’s request and at the Supplier’s cost pursue the claim on the Company’s behalf and account to the Company for the proceeds. The Supplier must procure that every such warranty is expressed to be for the benefit of the Company and its Customers where it is able to do so.

(g) Survival. The Supplier’s warranties survive inspection, testing, Acceptance, payment, resupply and use of the Goods.

(h) Repaired and replacement Goods. These Conditions continue to apply to any repaired or replacement Goods or re-performed Services, and a new Warranty Period determined under clause 9(b) begins in respect of them on delivery or completion.

(i) Statutory rights preserved. The warranties in this clause 9 are in addition to, and do not limit, any condition, warranty, guarantee, right or remedy available to the Company at law. Nothing in the Contract excludes, restricts or modifies any statutory guarantee, condition, warranty or right that cannot lawfully be excluded, restricted or modified. In relation to the Contract:

(i) the Company is a business buyer and is not a consumer. It has no rights under the Consumer Rights Act 2015, under Directive (EU) 2019/771, or under any consumer protection regime of a Member State, and it does not rely on any such regime;

(ii) the Company’s statutory rights as a buyer arise under the Sale of Goods Act 1979, in particular the terms implied by sections 12 to 15 of that Act, which clause 8(i) preserves and which clause 8(d) supports by disapplying section 15A;

(iii) the Company relies principally on the express warranties given in this clause 9 and on the indemnities given under the Contract, in particular those in clauses 3(g)(vi), 11(g), 16(h), 17(m), 18(k) and 20, each of which is a contractual right that does not depend on any statutory characterisation of the Company; and

(iv) any term of any document of the Supplier that purports to exclude, restrict or modify the terms implied by sections 12 to 15 of the Sale of Goods Act 1979, the Company’s rights of rejection, or the Supplier’s liability for breach, is not part of the Contract by reason of clause 2, and clause 9(j) applies to it. The Company does not rely on the Unfair Contract Terms Act 1977 to control any such term, for the reason stated in clause 8(i).

(j) No supplier limitation. Any limitation of remedy, exclusive remedy, disclaimer of implied terms, warranty period limitation, notice period or time bar stated by the Supplier in any document is of no effect and does not apply to the Contract.

(k) Repair and replacement work. Where the Supplier carries out repair, refurbishment or replacement work on Goods, whether under clause 9(d), clause 10 or otherwise, the Supplier warrants that work and all replacement parts for twelve (12) months from completion, and in these Conditions the term “Goods” includes that work and those parts.

10. Remedies, Rework and Repair

(a) Cumulative. The remedies in this clause 10 are in addition to, and not in substitution for, every other right and remedy of the Company under the Contract or at law or in equity, including under the Sale of Goods Act 1979.

(b) Company’s election. Where the Goods or Services are Defective, the Company may elect between repair, replacement, re-performance, refund, price reduction, rejection under clause 8, and damages, and may change its election if the remedy first elected is not completed within the period in clause 10(c). No hierarchy of remedies, and no requirement to allow a cure or to fix an additional period for performance before exercising another remedy — including any requirement of the kind imposed by section 323 or section 439 of the German Civil Code (Nacherfüllung and Nachfristsetzung) or by Article 1492 of the Italian Civil Code — applies to the Contract, the Parties having agreed the regime in clauses 8, 9 and 10 in its place to the fullest extent the applicable law permits.

(c) Time for remedy. The Supplier must complete the elected remedy within thirty (30) days of the Company’s notice, or within any shorter period the Order or the urgency of the Customer’s requirement reasonably demands and the Company notifies, being in no case less than five (5) Business Days unless the Supplier agrees in Writing to a shorter period. If the Supplier fails to do so, the Company may, without further notice, carry out the remedy itself or procure a third party to do so, and the Supplier must reimburse all costs the Company incurs, including Removal Costs.

(d) Removal Costs. The Supplier is liable for Removal Costs arising from any Defect or Recall, whether the Goods are in the Company’s inventory, in transit, or installed at a Customer’s site.

(e) Systemic and epidemic Defects. Where the same or a similar Defect is found in three percent (3%) or more of any batch, lot or delivery, or where the Company reasonably concludes, on the basis of the test, failure, production or traceability data available to it, that a Defect arises from a common cause in design, material, process or sub-tier supply, the whole of the affected batch, lot, delivery or production period is Defective, and the Supplier must remedy the whole of it and bear all associated costs including Removal Costs, screening and testing costs.

(f) Cost of cover. Where the Supplier fails to deliver or to remedy, the Company may procure substitute goods or services and recover from the Supplier the excess of the cost of doing so over the Price, together with expedited freight, additional import duty and Import VAT that the Company is unable to recover, requalification, testing and internal costs.

(g) Data on returned Goods. Where Goods containing data are returned to the Supplier, the Supplier must handle, secure, and on the Company’s instruction erase or destroy that data in accordance with clause 18, and must certify erasure or destruction in Writing on request.

11. Product Safety, Recall and Traceability

(a) Notification. The Supplier must notify the Company immediately, and in any event within twenty-four (24) hours, on becoming aware of: (i) any actual or potential safety defect, hazard or risk of injury associated with the Goods or with goods of the same type, batch or design; (ii) any Recall, regulatory notice, enforcement action, injury report or field failure trend affecting them; or (iii) any circumstance likely to require a Recall. That period is set so that the Company can meet its own obligations, as a producer and as an importer, to notify a market surveillance authority in the United Kingdom without delay, and to answer any request from that authority.

(b) Conduct of a Recall. The Company may decide, in its absolute discretion, whether to conduct a Recall in the United Kingdom or in any other market into which the Company, a member of the Group or a Customer has supplied the Goods, and controls its scope, timing, content and communications. The Supplier must not conduct or announce any Recall in respect of Goods supplied to the Company, or communicate with any Customer about them, without the Company’s prior Written consent, unless required by law and then only after giving the Company as much prior notice as is practicable. Where the Supplier is required to notify a market surveillance authority of a Member State, or to make an entry in the Union Safety Business Gateway, in respect of Goods of the same type, batch or design, it must give the Company a copy of that notification at the same time.

(c) Cost of a Recall. The Supplier must bear all costs of any Recall arising from a Defect or from any breach of the Contract, including Removal Costs, the cost of customer notification and call handling, regulatory reporting, transport, replacement, disposal, and the Company’s reasonable internal costs, and must reimburse the Company for all amounts it pays to any Customer or regulator in connection with the Recall.

(d) Cooperation. The Supplier must cooperate fully and promptly with the Company and with any regulator, including the Office for Product Safety and Standards, any local weights and measures authority acting as a market surveillance authority, and any competent authority of a Member State, in relation to any Recall, safety investigation or product incident, and must provide all technical, production, test and traceability information the Company or the regulator requires, in English.

(e) Traceability. The Supplier must operate a traceability system that permits any item of Goods to be traced to its production batch or lot, its date and place of manufacture, its test records, and the source of each critical component and raw material, and must record and mark that information in accordance with clause 6(c). The Supplier must provide full traceability data for any identified Goods within five (5) Business Days of request, and must be able to identify all other Goods produced from the same batch, lot, material or process. The Supplier must retain, and must make available to the Company and to any market surveillance authority, records identifying each economic operator that supplied it with the Goods or with any component of them.

(f) Counterfeit and unauthorised goods. The Supplier must procure all components and materials from the original manufacturer or its authorised distribution channel, and must maintain controls to prevent counterfeit, cloned, reclaimed or grey market parts entering the supply chain. If any Goods are found to be counterfeit or unauthorised, the Supplier must at its own cost replace them, bear all Removal Costs and investigation costs, notify the Company of the source, cooperate with any investigation, and must not return the affected items into any supply chain. Counterfeit Goods may be retained by the Company or by a regulator and no refund obligation of the Company arises in respect of them.

(g) Product liability indemnity. The Supplier indemnifies the Company and the Group against all loss, liability, damages, costs and expenses, including legal costs on an indemnity basis, arising out of or in connection with: (i) any claim that the Goods are defective in design, manufacture, instruction or warning, or have caused death, personal injury, or loss of or damage to property; (ii) any Recall; (iii) any failure of the Goods to comply with a product safety, product conformity or market surveillance requirement of the United Kingdom or of any Member State; (iv) any claim by a Customer arising from a failure of the Goods to comply with clause 9(a); and (v) any liability of the Company arising because the Company is treated as the producer, manufacturer, importer, brand owner or responsible economic operator in respect of the Goods. This indemnity is not limited by the Warranty Period and applies whether or not any statutory right of recourse is available to the Company. The Parties record the following, which explains why this indemnity is the Company’s principal protection:

(i) The Company is strictly liable as a producer because it imports. Part I of the CPA, which gives effect to Council Directive 85/374/EEC, imposes liability without proof of fault on the producer of a defective product for death, personal injury and damage to private property. Section 2(2)(c) of the CPA treats as a person liable for damage caused by a defect any person who has imported the product into the United Kingdom in order, in the course of any business of that person, to supply it to another. The words limiting that provision to importation from outside the member States were removed with effect from 31 December 2020, so that it now catches importation from a Member State. On every supply under these Conditions in which the Company is the importer of record under clause 7(c)(ii), the Company is such a person, and is accordingly strictly liable in the United Kingdom for defects in Goods manufactured by the Supplier or by any sub-tier supplier of the Supplier. Where a member of the Group or a Customer is the importer of record instead, that person bears the producer’s liability under section 2(2)(c) of the CPA, the Company remains liable to it and to its own Customers under its onward contracts, and this indemnity is given for the benefit of the Company and the Group and, where clause 24(b) so provides, of that Customer.

(ii) No statutory pass-through is available to the Company. Section 2(3) of the CPA allows a mere supplier to escape liability by identifying the producer or the importer. That provision is of no assistance to the Company, because the Company is the importer, and identifying the Supplier does not displace the Company’s own liability under section 2(2)(c). The Company’s only routes of recourse against the Supplier are therefore (A) this indemnity and the other contractual rights in these Conditions, and (B) a claim for contribution under the Civil Liability (Contribution) Act 1978 against the Supplier as a person liable in respect of the same damage, which would require the Company to establish the Supplier’s liability and to enforce against it outside the United Kingdom.

(iii) Long-tail exposure. A claim under Part I of the CPA may be brought within three (3) years of the later of the damage and the claimant’s knowledge under section 11A(4) of the Limitation Act 1980, subject to a long-stop of ten (10) years from the relevant time under section 11A(3) of that Act, which extinguishes the right of action whether or not it has accrued and which the court has no discretion to disapply. This indemnity is given for that period and is not limited by the Warranty Period; clause 19(a) requires products liability insurance to be maintained on a corresponding run-off basis, and clause 25(h) preserves the Company’s time to claim under it.

(iv) The Supplier’s own liability. The Supplier is or may be the producer of the Goods for the purposes of Part I of the CPA and of the law of its Member State implementing Council Directive 85/374/EEC or Directive (EU) 2024/2853. Nothing in the Contract limits any liability of the Supplier under any of those regimes, and any liability of that kind cannot lawfully be excluded or limited as against a person suffering damage; section 7 of the CPA so provides for the purposes of Part I.

(v) Northern Ireland, and divergence from 9 December 2026. Part I of the CPA does not extend to Northern Ireland; the corresponding regime there is Part II of the Consumer Protection (Northern Ireland) Order 1987, under which Article 5(2)(c) makes the importer into the United Kingdom liable in the same way. Directive (EU) 2024/2853 falls to be applied in Northern Ireland from 9 December 2026, so that from that date the Goods may be subject to one product liability regime in Great Britain and a different and more onerous regime in Northern Ireland, the latter including a longer long-stop for latent injury and presumptions of defectiveness. The Supplier must notify the Company in Writing before it accepts an Order if any Goods are, to its knowledge, destined for Northern Ireland, and the indemnity in this clause 11(g) applies to a liability of the Company under either regime.

(vi) Information the Company needs. The Supplier must, immediately on request and in any event within two (2) Business Days, give the Company the name, address and contact details of the manufacturer of the Goods, of every economic operator in the chain of supply to the Supplier, and of any authorised representative or responsible person appointed in the United Kingdom or in the Union, so that the Company can answer any request from a claimant or from a market surveillance authority and can identify the persons against whom it may seek contribution.

(vii) Security and enforceability. Because a contractual indemnity is of value only if it can be collected and enforced, clause 19(i) requires a Supplier that does not have a place of business in the United Kingdom to provide security for the indemnities given under the Contract, to procure insurance that responds to claims and awards in the United Kingdom, and to appoint an agent in England and Wales to accept service of process.

12. Change Orders, Cancellation and Suspension

(a) Change Orders. The Company may at any time before delivery direct a change to the Order in Writing, including a change to the Specification, quantity, delivery date, Delivery Point, packaging, marking, documentation or method of shipment.

(b) Impact assessment. The Supplier must notify the Company in Writing within five (5) Business Days of receiving a Change Order of any resulting increase or decrease in Price or change in delivery date, with full substantiation, and of any effect the change would have on the originating status of the Goods under clause 3(g). The Supplier must continue to perform the Contract as directed pending agreement on the impact. Any adjustment must be a fair and reasonable adjustment referable to the actual and unavoidable cost or saving.

(c) No late claims. The Supplier has no claim for any Price or schedule adjustment arising from a Change Order unless it has given notice under clause 12(b) within the period stated.

(d) Cancellation for convenience. The Company may cancel, reduce or amend an Order in whole or in part at any time before delivery by giving Written notice to the Supplier, and may suspend an Order under clause 12(g). The notice must identify the part of the Order affected. Where the Price of the cancelled part of the Order is EUR 50,000 or more, the notice takes effect ten (10) Business Days after receipt, unless the Supplier agrees in Writing to a shorter period; otherwise the notice takes effect on receipt. Clause 12(e) states the Supplier’s entitlement on cancellation, and the Company’s right under this clause is exercisable only on the footing that clause 12(e) is honoured.

(e) Cancellation liability. On cancellation under clause 12(d), the Company’s sole liability is to pay for Goods and Services already delivered and Accepted, and to reimburse the Supplier’s unavoidable, documented, direct costs properly incurred in respect of the cancelled part of the Order and not recoverable by the Supplier through resale, reallocation, return to a sub-tier supplier or mitigation. The Company is not liable for loss of profit, loss of overhead recovery, anticipated margin, cancellation charge, restocking charge, or any indirect or consequential loss. The Supplier must take all reasonable steps to mitigate its costs, and must credit the Company with the value of any material, work in progress or capacity it is able to use or resell. No cancellation charge is payable in respect of catalogue or standard Goods.

(f) Substantiation of a claim. The Supplier must submit any claim under clause 12(e) within thirty (30) days of the cancellation notice, with full supporting documentation, and must give the Company and its advisers access to its records to verify the claim. No claim submitted after that period is payable.

(g) Suspension. The Company may suspend performance of an Order in whole or in part by Written notice for up to ninety (90) days in aggregate for that Order, and the delivery dates are extended by the period of suspension. The Company’s liability for a suspension is limited to the Supplier’s reasonable and documented direct storage, insurance and preservation costs, and its unavoidable direct costs of demobilising and remobilising, for the period of suspension beyond thirty (30) days. Where a suspension continues for more than sixty (60) days, the Supplier may by Written notice require the Company either to lift the suspension within twenty (20) Business Days or to treat the suspended part of the Order as cancelled under clause 12(d), in which case clause 12(e) applies. A suspension under this clause does not extend the ninety (90) day limit in clause 7(m), and the two periods together may not exceed ninety (90) days in aggregate for any Order.

(h) Third party claims. The Supplier indemnifies the Company against any third party claim arising out of the Supplier’s failure to perform its own obligations following a Change Order, cancellation or suspension, including any claim by a sub-tier supplier.

(i) Non-cancellable designations. Any designation of Goods by the Supplier as non-cancellable or non-returnable is of no effect unless it is expressly agreed in Writing and stated in the Order.

13. Supplier Default and Termination

(a) Termination for breach. The Company may terminate the Contract, in whole or in part, immediately by Written notice if the Supplier commits a material breach that is not capable of remedy, or that is capable of remedy and is not remedied within ten (10) Business Days of Written notice requiring its remedy. A termination under this clause extends only to the Order affected by the breach and to any other Order for the same Goods, and not to any other contract between the Parties. Nothing in this clause limits clause 13(b), under which the Company may terminate any or all other contracts between the Parties on the grounds stated in that clause.

(b) Immediate termination. The Company may terminate the Contract, and any or all other contracts between the Parties, in whole or in part, immediately by Written notice, and, subject to the last sentence of this clause, without any liability, if: (i) the Supplier becomes subject to an Insolvency Event; (ii) the Supplier fails to deliver by the due date, or fails to deliver any instalment, that failure is material, and it is not remedied within five (5) Business Days of Written notice from the Company requiring its remedy, provided that a termination on this ground extends only to the affected Order and to any other Order for the same Goods, and not to any other contract between the Parties, and provided further that this paragraph does not limit clause 7(g)(i); (iii) the Goods or Services are rejected under clause 8 and the Supplier fails to remedy within the period in clause 10(c), provided that a termination on this ground extends only to the affected Order and to any other Order for the same Goods, and not to any other contract between the Parties; (iv) the Supplier commits a material breach of clause 3(g), clause 15, clause 16, clause 17 or clause 18, and either that breach is not capable of remedy, or it involves a Restricted Party or any Trade Controls, forced labour or human trafficking, bribery or corruption, an unauthorised disclosure or use of Confidential Information, a breach of security affecting Personal Data, or a Statement on Origin known by the Supplier to be inaccurate, or it is capable of remedy and is not remedied within five (5) Business Days of Written notice from the Company requiring its remedy; (v) the Supplier or any of its Supplier Personnel becomes a Restricted Party, or the Company reasonably believes that continued performance would breach any Trade Controls; (vi) the Supplier undergoes a change of control to which the Company objects under clause 22(d); (vii) the Supplier fails to maintain the insurance required by clause 19 and does not reinstate it within five (5) Business Days of Written notice from the Company requiring it to do so; or (viii) the Supplier fails to provide adequate assurance under clause 13(c). Termination under this clause does not relieve the Company of its obligation to pay for Goods delivered and Accepted, and Services performed and Accepted, before termination, subject to clauses 4(e), 4(f) and 4(j).

(c) Adequate assurance. Where the Company has reasonable grounds to be insecure as to the Supplier’s ability or willingness to perform, including where the Company reasonably believes the Supplier may become subject to an Insolvency Event, the Company may by Written notice demand adequate assurance of due performance. The Supplier must provide assurance satisfactory to the Company, acting reasonably, within ten (10) Business Days of the demand, and the Company may suspend its own performance and withhold payment in the meantime. A demand under this clause must state in Writing the grounds on which the Company is insecure and the assurance it requires. Where the Supplier fails to provide that assurance within that period, the Company may treat the Supplier as having renounced the Contract. This clause is a contractual right operating in addition to, and consistently with, the general law of anticipatory breach and renunciation.

(d) Termination for convenience. The Company may terminate the Contract in whole or in part for convenience at any time by giving not less than ten (10) Business Days’ Written notice, or such shorter notice as the Supplier accepts in Writing. The notice must identify the part of the Contract terminated, and clause 12(e) applies to the consequences. The Company’s right under this clause is exercisable only on the footing that clause 12(e) is honoured.

(e) Consequences of termination. On termination or expiry of the Contract for any reason, the Supplier must immediately: (i) refund all pre-payments and advance payments for Goods not delivered and Accepted and Services not performed and Accepted; (ii) deliver up all Company property under clause 7(l), all Confidential Information under clause 15(f), and all Personal Data under clause 18(j); (iii) at the Company’s option and against payment of the Supplier’s reasonable direct cost, deliver up all completed Goods, work in progress, materials, components and documentation allocated to the Order, title in which passes to the Company on payment; (iv) at the Company’s option, assign to the Company or novate to the Company or its nominee any sub-tier order, licence or arrangement relating to the Order; and (v) provide all information, drawings, tooling records, sub-tier details, origin records and manufacturing data the Company requires to procure the Goods or Services from an alternative source.

(f) Accrued rights. Termination does not affect any right, remedy, obligation or liability of either Party that has accrued as at termination.

(g) Survival. Clauses 1, 2(m), 3(e), 3(f), 3(g), 3(h), 4(b), 4(c), 4(d), 4(e), 4(f), 4(g), 4(i), 5(g), 5(i), 5(k), 7(c), 7(h), 7(i), 7(j), 7(k), 7(l), 8, 9, 10, 11, 12(e), 12(f), 12(h), 13(e), 13(f), 13(h), 15, 16, 17, 18, 19, 20, 21, 22(b), 22(c), 23, 24 and 25, and every other clause that expressly or by implication is intended to survive, continue in full force and effect after termination or expiry.

(h) Insolvency stays and ipso facto restrictions. Where the exercise of a right under clause 7(k), clause 13(b)(i), clause 13(c) or clause 22(d), or of any other right arising by reason of an Insolvency Event or of the Supplier’s financial position, is stayed, suspended or rendered unenforceable by an applicable insolvency law — including any measure adopted by a Member State under Article 7 of Directive (EU) 2019/1023 restricting the operation of an ipso facto clause during a stay of enforcement actions, section 119 of the German Insolvency Code, Article L. 622-13 of the French Commercial Code, and any equivalent provision — that right is suspended and not extinguished, and revives to the fullest extent the law allows on the stay or restriction ceasing to apply. Nothing in this clause limits any right of the Company that arises otherwise than by reason of an Insolvency Event or of the Supplier’s financial position, including any right arising from a failure to deliver, a failure to remedy a Defect, or a breach of clause 3(g), 15, 16, 17 or 18, and nothing in this clause limits the Company’s rights as owner or bailor of property under clauses 7(j), 7(k) and 7(l). The Supplier, and any insolvency officeholder appointed in respect of it, must on request provide the Company within five (5) Business Days with the location, description and quantity of all Goods and other property of the Company in the Supplier’s possession.

(i) Supplier’s termination right. The Supplier may terminate the affected Contract by Written notice if: (i) the Company commits a material breach of that Contract 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 specifying the breach and requiring its remedy; or (ii) the Company becomes subject to an Insolvency Event, but only to the extent that section 233B of the Insolvency Act 1986 does not prevent the Supplier from terminating, and the Parties acknowledge that that section renders of no effect a provision entitling a supplier of goods or services to terminate by reason of the customer becoming subject to a relevant insolvency procedure. Failure by the Company to pay an amount that is not the subject of a notice given in accordance with clause 4(e) or clause 4(f) within twenty (20) Business Days after Written notice from the Supplier that the amount is overdue is a material breach for the purposes of this clause. On termination under this clause the Company must pay for all Goods delivered and Accepted and all Services performed and Accepted, and clause 12(e) applies to the balance of the Order as if the Company had cancelled it under clause 12(d). This clause does not entitle the Supplier to suspend or delay performance, and clause 4(h) and clause 25(f) continue to apply.

14. Force Majeure

(a) Definition and relief. Neither Party is liable for delay or failure in performing its obligations under the Contract, other than an obligation to pay money, to the extent that the delay or failure results from a Force Majeure Event, being an event beyond the reasonable control of that Party, including act of God, earthquake, fire, explosion, flood, storm, act of terrorism, war or threat of war, civil disturbance, riot, act of government, embargo, or epidemic or pandemic.

(b) Exclusions. A Force Majeure Event does not include: (i) any increase in the cost or reduced availability of labour, materials, components, energy, duties, tariffs, freight or transport; (ii) any movement in exchange rates or interest rates; (iii) any industrial action or labour dispute confined to the workforce of the affected Party or of its sub-tier suppliers; (iv) any failure, default, insolvency or delay of a sub-tier supplier, unless the underlying cause would itself be a Force Majeure Event affecting the Supplier directly and no alternative source is reasonably available; (v) any event the affected Party could have avoided or overcome by taking reasonable precautions or by implementing reasonable business continuity or contingency arrangements; (vi) any failure of the Supplier to obtain or maintain any licence, permit, authorisation or export approval; or (vii) any congestion, delay, additional formality, inspection or cost at a customs frontier or port arising from the ordinary operation of customs, sanitary, phytosanitary or border control procedures, which the Parties acknowledge to be a foreseeable incident of trade between the Union and the United Kingdom.

(c) Notice and mitigation. The affected Party must notify the other in Writing within five (5) Business Days of becoming aware of the Force Majeure Event, giving full particulars, its expected duration and the steps being taken to mitigate it, and must keep the other informed. The affected Party must use all reasonable endeavours to mitigate and to resume performance. Relief is available only for so long as, and to the extent that, the Force Majeure Event actually prevents performance and the affected Party complies with this clause.

(d) Allocation of supply. Where a Force Majeure Event affects the Supplier’s capacity, the Supplier must allocate available Goods, materials and capacity to the Company on a basis no less favourable than that applied to any other customer, and must not divert to any other customer any Goods, materials or capacity allocated to the Company.

(e) Company’s rights. During a Force Majeure Event affecting the Supplier, the Company may procure the affected Goods or Services from an alternative source, and may reduce or cancel the affected part of the Order, in each case without any cancellation charge and without further liability except that clause 12(e) applies to the cancelled part as if the Company had cancelled it under clause 12(d), and the Company is not obliged to accept late performance.

(f) Termination. If a Force Majeure Event prevents, hinders or delays the Supplier’s performance for a continuous period of more than thirty (30) days, or for periods totalling more than forty-five (45) days in any six month period, the Company may terminate the Contract immediately by Written notice without liability. If a Force Majeure Event prevents, hinders or delays performance of the Contract by either Party for a continuous period of more than sixty (60) days, the Supplier may likewise terminate the affected Contract by Written notice to the Company, provided that it has complied with clauses 14(c) and 14(d). On a termination under this clause by either Party, the Company must pay for all Goods delivered and Accepted and all Services performed and Accepted before termination, no cancellation charge is payable, and neither Party has any further liability to the other in respect of the terminated part of the Contract, without affecting any right or liability accrued before termination.

(g) No price increase and exclusion of hardship. A Force Majeure Event does not entitle the Supplier to any increase in the Price or to recover any cost it incurs as a result of the event. The Parties further agree that the Supplier assumes the risk of a change of circumstances that renders performance more onerous or less profitable, and, to the fullest extent the applicable law permits, each Party excludes and waives any right to require renegotiation, revision, adaptation or termination of the Contract on the ground of hardship, unforeseeable change of circumstances, excessive onerousness or frustration of the basis of the transaction, including under Article 1195 of the French Civil Code (imprévision, which that Article permits the parties to exclude), section 313 of the German Civil Code (Störung der Geschäftsgrundlage), Articles 1467 to 1469 of the Italian Civil Code (eccessiva onerosità sopravvenuta), Article 6:258 of the Dutch Civil Code (onvoorziene omstandigheden), and any equivalent doctrine of the law of any other Member State. English law, which governs the Contract under clause 25(a), recognises no such doctrine, and the doctrine of frustration is not excluded but operates only where performance becomes impossible or radically different, and not where it merely becomes more expensive. This clause does not limit the Supplier’s entitlement under clause 12(e) as that clause is applied by clause 14(e).

15. Confidentiality

(a) Definition. Confidential Information of a Party (in that capacity, the Discloser) means all information relating to that Party, its business and, in the case of the Company, the Group and any Customer, that is disclosed to or obtained by the other Party (in that capacity, the Recipient) in connection with the Contract, in any form and whether or not marked confidential, including know-how, technology, source code, object code, software, designs, drawings, specifications, databases, documentation, discoveries, inventions, processes, methods, formulations, concepts, trade secrets, prototypes, plans, sourcing information, supplier and customer identities, pricing, cost breakdowns, forecasts, volumes and financial information, together with the existence and terms of the Contract and of any Order. Without limitation, the Supplier’s Confidential Information includes the cost, process, production, quality, origin and sub-tier supply information the Company obtains under clause 3(g), clause 3(j), clause 5(g), clause 12(b) or clause 12(f), and the Company’s Confidential Information includes the information described in this clause relating to the Group, any Customer, the Goods and the Services.

(b) Exclusions. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of a duty of confidentiality owed to the Discloser; (ii) was lawfully in the Recipient’s possession at the time of disclosure and was not acquired from the Discloser or from a Person owing a duty of confidentiality to the Discloser, as evidenced by the Recipient’s pre-existing written records; or (iii) is independently developed by the Recipient without use of or reference to any Confidential Information, as evidenced by the Recipient’s contemporaneous written records.

(c) Obligations. Each Recipient must keep the Discloser’s Confidential Information secret, must use it exclusively for the purpose of performing, administering or enforcing the Contract, and must protect it using at least the measures it applies to its own confidential information of equivalent importance and in no event less than commercially reasonable measures, being in the case of a trade secret the reasonable steps required to maintain its secrecy under Directive (EU) 2016/943 and under the Trade Secrets (Enforcement, etc.) Regulations 2018. A Recipient may disclose Confidential Information only to those of its personnel, and to those professional advisers, who need to know it for that purpose and who are bound by obligations of confidentiality no less protective than this clause, and the Recipient remains liable for their acts and omissions. In addition, the Company may disclose the Supplier’s Confidential Information to any member of the Group, and to its auditors, insurers, financiers and customs agents, on the same terms; and, to the extent necessary to satisfy a representation, certification, disclosure, customs or reporting obligation it owes to a Customer, a customs authority or a regulator, including under clause 3(g) and clause 17, may disclose the compliance, provenance, origin and emissions information provided under those clauses, in each case disclosing only the minimum reasonably required and, so far as practicable, on terms of confidence.

(d) Compelled disclosure. If a Recipient is required by law or by any regulator, customs authority or court to disclose Confidential Information, it must, so far as lawful, give the Discloser prompt prior Written notice and a reasonable opportunity to seek a protective order or other relief, must disclose only the minimum required, and must continue to protect the confidentiality of the remainder. Nothing in this clause restricts a disclosure protected by Directive (EU) 2019/1937 on the protection of persons who report breaches of Union law, by the Public Interest Disclosure Act 1998, or by any equivalent whistleblowing protection, or a disclosure permitted by Article 5 of Directive (EU) 2016/943.

(e) No publicity or use of marks. The Supplier must not issue any press statement or release, make any public announcement, use the Company’s name, marks, logo or images of the Goods, or refer to the Company as a customer or reference, without the Company’s prior Written consent.

(f) Return and destruction. At any time on the Discloser’s request, and on termination or expiry of the Contract, the Recipient must promptly return the Discloser’s Confidential Information or, at the Discloser’s option, destroy it and certify that destruction in Writing, other than one copy retained solely to the extent required by law or by the Recipient’s bona fide record retention policy, and any copy held in routine backup or archival systems that is not readily separable, each of which remains subject to this clause for so long as it is retained. This clause does not require the destruction of any record the Supplier must retain under clause 3(g)(iii), clause 5(i) or clause 11(e).

(g) Ownership and duration. Ownership of and title to Confidential Information, and to any derivative work, improvement or modification of it, remains at all times with the Discloser. The obligations in this clause continue for five (5) years after termination or expiry of the Contract, except that they continue without limit of time in respect of information that is a trade secret, source code, or Personal Data, and in respect of the Company’s Confidential Information relating to a Customer, for so long as that information retains the character of Confidential Information.

(h) Breach. A Recipient must notify the Discloser promptly of any unauthorised access to, disclosure of, or use of the Discloser’s Confidential Information, and must cooperate with the Discloser to prevent further unauthorised access, disclosure or use. Each Party acknowledges that damages may be an inadequate remedy for breach of this clause and that the other Party is entitled to seek injunctive and other equitable relief, including under clause 25(d).

(i) Artificial intelligence systems. A Recipient must not input, upload, submit or otherwise disclose any of the Discloser’s Confidential Information to any third party artificial intelligence, machine learning, large language model or generative system, or to any other system or service that retains, stores, trains on or otherwise learns from the inputs given to it, without the Discloser’s prior Written consent. Where consent is given, the Recipient must comply with any condition the Discloser imposes, including as to the system used, the data retention and training settings applied, and the records kept. This clause applies in addition to clause 15(c), and a disclosure in breach of it is a breach of this clause 15 for the purposes of clauses 13(b)(iv) and 21(a)(iv). Clause 18(b) applies separately, and more strictly, to Personal Data.

16. Intellectual Property

(a) Company Intellectual Property Rights. Except as expressly provided in a separate written agreement, the Company retains all Intellectual Property Rights contained in or arising out of the Company’s specifications, drawings, designs, tooling, materials, data and the results of the Services. All of the Company’s Intellectual Property Rights are the sole and exclusive property of the Company or its licensors. The Supplier acquires no ownership interest in, right to, or licence under any of them by performing the Contract, and any goodwill derived from the Supplier’s use of them accrues to the Company.

(b) Limited licence. The Company grants the Supplier a non-exclusive, non-transferable, revocable licence to use the Company’s Intellectual Property Rights solely to the extent necessary to perform the Contract. The Supplier must not use them for any other purpose, must not take any action adverse to or interfering with them, and must not alter, obscure or remove any of the Company’s marks or proprietary rights notices.

(c) Assignment of developed Intellectual Property Rights. All Intellectual Property Rights created, developed or first reduced to practice by the Supplier or Supplier Personnel in the course of performing the Contract, or in any deliverable, design, drawing, tooling, report, data or software specifically developed for the Company under the Contract, vest in the Company on creation and, to the extent they do not so vest, are assigned to the Company by the Supplier absolutely, by way of present assignment of future rights, free of encumbrance and without further payment. Neither this clause nor clause 16(a) assigns or vests in the Company, and the Company acquires no ownership interest in, any Intellectual Property Rights of the Supplier that exist at the date of the Order, that the Supplier creates independently of the Contract, or that consist of general manufacturing know-how, process improvements, tooling designs or techniques of general application to the Supplier’s business and are not specific to the Company, to the Goods as specified by the Company, or to any Specification, design, drawing or Confidential Information of the Company. Clause 16(e) applies to any such rights that are incorporated in the Goods, the Services or any deliverable. The Supplier must procure from each of the Supplier Personnel all assignments, consents and waivers necessary to give effect to this clause. In relation to the Contract:

(i) Copyright. An assignment of copyright must be in writing signed by or on behalf of the assignor under section 90(3) of the Copyright, Designs and Patents Act 1988, and a present assignment of future copyright is effective under section 91(1) of that Act. These Conditions constitute that writing, and the Supplier must on request execute a confirmatory deed of assignment. Where the law of the Supplier’s Member State does not recognise an assignment of future rights, or requires an assignment to identify the works, the modes of exploitation, the territory and the duration in order to be effective — including Articles L. 131-1 and L. 131-3 of the French Intellectual Property Code, and the rule in section 29 of the German Copyright Act that copyright itself is not transferable — the Supplier grants the Company instead, and to the fullest extent that law permits, an exclusive, perpetual, irrevocable, worldwide, transferable and sublicensable licence to exploit the work by every mode of exploitation known at the date of the Order, for the full term of protection, for all purposes connected with the Goods, the Services, their resupply and their maintenance, together with the right to modify, adapt and create derivative works; and must on request execute any further instrument that law requires.

(ii) Moral rights. The Supplier must procure from each individual author a written waiver of the moral rights conferred by Chapter IV of the Copyright, Designs and Patents Act 1988, given in accordance with section 87 of that Act. The Parties acknowledge that in many Member States moral rights are inalienable and cannot be waived, including under Article L. 121-1 of the French Intellectual Property Code and sections 12 to 14 of the German Copyright Act. Where a waiver is not effective, the Supplier must instead procure from each individual author a binding undertaking, to the fullest extent that law permits, not to assert those rights against the Company, the Group, their licensees and their Customers in respect of any act or omission connected with the Goods, the Services or their resupply, including the omission to identify the author and any modification, adaptation, alteration or destruction of the work.

(iii) Patents, designs and database rights. An assignment of a patent or of a patent application must be in writing signed by or on behalf of the assignor under section 30(6) of the Patents Act 1977; an assignment of a registered design or a design application must comply with section 15B of the Registered Designs Act 1949; an assignment of design right must comply with section 222 of the Copyright, Designs and Patents Act 1988; and an assignment of a European Union trade mark or a registered Community design must comply with the applicable Union Regulation. The Supplier must on request execute every document required to give effect to those assignments and to record them on the relevant register, and clause 16(d) applies. Where any deliverable comprises a database, the Supplier assigns to the Company both the copyright and the sui generis database right in it, and must procure that the maker of the database is a person qualified to hold the database right in the United Kingdom and in the Union so far as it is able.

(iv) Employee inventions and inventor remuneration. The Supplier warrants that its arrangements with Supplier Personnel are sufficient to vest in it, and to enable it to assign to the Company, all Intellectual Property Rights covered by this clause. The Supplier is solely responsible for, and must discharge at its own cost, every obligation to compensate or remunerate an inventor, author or employee that arises under the law of any jurisdiction, including under the German Act on Employees’ Inventions (Arbeitnehmererfindungsgesetz), Article L. 611-7 of the French Intellectual Property Code (rémunération supplémentaire for an invention de mission), and sections 39 to 43 of the Patents Act 1977 (under section 42 of which any contract term diminishing an employee’s statutory rights is unenforceable). The Supplier warrants that no Supplier Personnel has or will assert any claim to ownership of, or to further remuneration in respect of, any Intellectual Property Rights assigned or licensed under the Contract, and indemnifies the Company and the Group against every such claim.

(v) Formalities. No registration or other formality is required in the United Kingdom for the assignment effected by this clause to be effective as between the Parties, but the Company may record any assignment on the relevant register and the Supplier must provide all assistance required to do so.

(vi) No undisclosed artificial intelligence generation. The Supplier warrants that no deliverable, design, drawing, report, data, software or other material provided to the Company under the Contract, and no material part of any of them, has been generated by an artificial intelligence, machine learning, large language model or generative system without the Supplier’s prior Written disclosure of that fact to the Company, identifying the material concerned and the system used. The Supplier acknowledges that material that does not have a human author may attract no copyright, or may attract copyright of uncertain scope, in the United Kingdom and in the Member States, so that the assignment effected by this clause 16(c) may convey nothing in respect of it. Where the Supplier makes a disclosure under this paragraph, the Company may reject the material, require it to be replaced by material of human authorship at the Supplier’s cost, or accept it on any condition the Company notifies. A breach of this paragraph is a breach of clause 16 for the purposes of clauses 13(b)(iv) and 21(a)(iv).

(d) Further assurances. The Supplier must, at the Company’s request and at the Supplier’s cost, promptly execute all documents and do all things necessary to vest, perfect, record or enforce the Company’s Intellectual Property Rights under clause 16(c), including assisting with any application, prosecution, registration or proceeding.

(e) Licence of Supplier Intellectual Property Rights. To the extent any deliverable, Goods or Services incorporate Intellectual Property Rights owned by the Supplier or a third party, the Supplier grants, and must procure the grant of, to the Company and the Group a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence, with the right to sublicense to Customers, distributors, contractors and end users, to use, install, configure, operate, maintain, repair, modify, resupply and dispose of the Goods and deliverables and to permit others to do so. The Supplier must disclose in Writing all open source and third party software incorporated in the Goods and the licence terms applying to it, and must not incorporate any component whose licence terms would require the disclosure or licensing of the Company’s Intellectual Property Rights.

(f) Exhaustion and parallel supply. The Supplier acknowledges that the Company imports the Goods into the United Kingdom for resupply, and warrants that it has the right to place the Goods on the market in the United Kingdom and that neither it nor any Person from whom it derives title will assert any Intellectual Property Right to prevent, restrict or impose conditions on the importation into the United Kingdom, the resupply, the further distribution or the export of the Goods by the Company, the Group or any Customer. The Supplier consents, to the fullest extent necessary, to that importation and to the exhaustion of its rights in respect of the Goods in the United Kingdom.

(g) Continuity of software and firmware. Where the Goods contain software or firmware essential to their operation, the Supplier must, on request, enter into a source code escrow or equivalent continuity arrangement on terms reasonably required by the Company, with release triggers including an Insolvency Event, discontinuation of support, and material failure to maintain the software. Clause 13(h) applies to any release trigger that operates by reference to an Insolvency Event.

(h) Non-infringement and IP Claims. The Supplier warrants that the Goods and Services, and their supply, importation into the United Kingdom, use, resupply and disposal, do not and will not infringe the Intellectual Property Rights of any Person. That warranty, and the obligations in this clause 16(h), are given subject to the same carve-out as the indemnity in clause 16(i), and to no other qualification. If any allegation of infringement is made against the Company, the Group or any Customer (an IP Claim), the Supplier must at its own expense and at the Company’s option: (i) obtain for the Company, the Group and its Customers the right to continue using the Goods or Services; (ii) replace them with non-infringing equivalents of at least equal quality and functionality; (iii) modify them so that they become non-infringing without loss of functionality; or (iv) accept their return and refund the Price in full together with all Removal Costs.

(i) IP indemnity. The Supplier must indemnify, defend and hold harmless the Company, the Group, their officers, employees and Customers against any IP Claim, including all liabilities, damages, losses, costs and expenses, including legal costs on an indemnity basis.

Carve-out for the Company’s own design. The Supplier’s obligations under clause 16(h) and this clause 16(i) do not apply to the extent that the IP Claim arises solely from the Supplier’s compliance with a design or Written Specification supplied by the Company to the Supplier (including a Specification imposed under clause 5(b)), where the Supplier neither selected, contributed nor modified the element said to infringe, and the Supplier promptly notified the Company in Writing, before performing the affected part of the Order, of any infringement risk of which it was or ought reasonably to have been aware. The Supplier bears the burden of establishing both limbs. In every other case those obligations apply in full, including where the Goods or Services are made pursuant to or in compliance with the Supplier’s own design, instruction, specification or component selection, and including where a design or Specification supplied by the Company is one of several causes of the IP Claim. This carve-out is consistent with clauses 5(a), 5(b) and 16(a), under which the Company may supply or direct a design or Specification, and does not limit clause 16(j).

The Supplier has conduct of the defence and settlement of an IP Claim on notice from the Company, provided that it must not admit liability on behalf of the Company or settle in any manner that imposes any obligation or restriction on the Company or any Customer without the Company’s prior Written consent, and the Company may participate in the defence with its own counsel at its own cost. If the Supplier fails to assume the defence promptly, the Company may defend and settle the IP Claim at the Supplier’s cost.

(j) No Company liability. Under no circumstances does the Company have any liability for any IP Claim arising from the Supplier’s designs, specifications, manufacturing processes, or inclusion of third party materials or components.

(k) Remedies not exclusive. The remedies in clause 16(h) are the Company’s primary remedies for infringement of third party Intellectual Property Rights, but nothing in this clause limits or excludes the Supplier’s obligations under clause 16(i) or clause 20, the Company’s right to any other remedy at law or in equity, including damages for lost profits, consequential loss, cost of cover and Removal Costs, or the Company’s right to terminate the Contract or reject the Goods or Services.

(l) Unlimited liability. The Supplier’s liability under this clause 16 is unlimited in amount and duration.

17. Compliance

(a) General. The Supplier must comply, and must procure that Supplier Personnel and its sub-tier suppliers comply, with all laws, regulations, standards, licences, permits and codes applicable to the Supplier, to the Goods and Services, and to the performance of the Contract, in every jurisdiction of manufacture, transit, export, import, delivery and intended use, including the law of the Member State in which it is established and the law of the United Kingdom so far as it applies to the Goods. The Supplier must comply with the Company’s supplier code of conduct, should one exist and be notified to the Supplier in Writing, and with any other policy so notified. The Company acquires no Services performed at a site, and the Supplier must not perform any work at a site of the Company or of a Customer; accordingly no obligation of the Company as a client, principal or controller under the Construction (Design and Management) Regulations 2015, or under any equivalent regime of a Member State, arises in respect of an Order. The Supplier nevertheless owes, as a designer, manufacturer, importer and supplier of articles for use at work, the duties imposed by section 6 of the Health and Safety at Work etc. Act 1974 in respect of Goods supplied for use at work in Great Britain, including the duty to ensure so far as is reasonably practicable that the Goods are safe and without risks to health and to provide adequate information about their safe use; and no term of the Contract operates, or is to be read as operating, to transfer, exclude or limit a duty owed under that Act, which is a criminal duty owed to the enforcing authority and is not capable of being discharged, assumed or apportioned by contract.

(b) Trade Controls. The Supplier represents, warrants and undertakes that: (i) it has determined, and is solely responsible for ensuring ongoing compliance with, all applicable export control, import control, sanctions, trade compliance, anti-boycott and economic restriction laws and regulations (together, Trade Controls) of every relevant jurisdiction, including the Union, the Member State in which it is established, the United Kingdom, the country of manufacture, the country of any component of the Goods, and every country of transit or delivery; (ii) the Goods, Services and all related technology and technical data are eligible for export from the Union and for import into the United Kingdom without violation of any Trade Controls, and it will provide the applicable export control classification number, or a statement that no licence is required, before despatch; and (iii) neither the Supplier, nor any of its Supplier Personnel, sub-tier suppliers or sources of the Goods, is a Restricted Party. The applicable regimes include:

(i) Union export control: Regulation (EU) 2021/821 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items, Article 31 of which repealed Council Regulation (EC) No 428/2009, together with its Annex I control list as most recently replaced by delegated regulation, the catch-all controls in Articles 4 and 5 of that Regulation, and the national implementing and licensing measures of the Supplier’s Member State. The Supplier is the exporter for the purposes of that Regulation and must hold every authorisation it requires; the Company is not established in the Union and cannot hold one.

(ii) Union sanctions: the restrictive measures adopted under Article 29 of the Treaty on European Union and Article 215 of the Treaty on the Functioning of the European Union, including Council Regulation (EU) No 833/2014 and Council Regulation (EU) No 269/2014 concerning Russia, Council Regulation (EC) No 765/2006 concerning Belarus, and every other regulation in force from time to time, together with the EU Consolidated List and the national enforcement measures of the Supplier’s Member State. The Supplier’s obligations include those arising under Article 8a of Council Regulation (EU) No 833/2014 in relation to entities it owns or controls outside the Union, and under Article 12gb of that Regulation in relation to due diligence on the sale, supply, transfer or export of listed goods.

(iii) United Kingdom controls: the Sanctions and Anti-Money Laundering Act 2018 and the regulations made under it, including the Russia (Sanctions) (EU Exit) Regulations 2019; the Export Control Act 2002 and the Export Control Order 2008; the Customs and Excise Management Act 1979; and the UK Sanctions List and the consolidated list of financial sanctions targets maintained by the Office of Financial Sanctions Implementation. The Company is responsible for its own compliance with those controls on importation, and the Supplier must provide the classification and end-use information the Company requires for that purpose.

(iv) United Nations measures: the measures adopted by the United Nations Security Council and the UN Security Council Consolidated List.

(v) Extraterritorial measures: to the extent they apply to the Supplier, the Goods, the Services or any transaction under the Contract, the measures administered by the United States Department of the Treasury Office of Foreign Assets Control, the United States Department of Commerce Bureau of Industry and Security (including the Export Administration Regulations and the anti-boycott rules in Part 760 of those Regulations and section 999 of the Internal Revenue Code) and the United States Department of State. The Supplier must report to the Company any boycott-related request it receives in connection with the Contract.

Screening and licences. The Supplier must screen itself, Supplier Personnel, its sub-tier suppliers, the sources of the Goods and every party to the transaction against the lists maintained by each Sanctions Authority, must repeat that screening at reasonable intervals and on any change of counterparty, and must retain the results for not less than six (6) years, clause 18 applying to any Personal Data in them. The Supplier must notify the Company in Writing within two (2) Business Days of: any application it makes for an export licence or authorisation in respect of the Goods; any refusal, suspension, revocation, variation or expiry of such a licence or authorisation; any enquiry, inspection, seizure, detention or enforcement action by a Sanctions Authority affecting the Goods or the Supplier; and any circumstance by reason of which any representation in this clause 17(b) ceases to be accurate.

(c) No re-export to Russia and end-use undertakings. The Company undertakes that it will not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation, any Goods supplied under the Contract that fall within the scope of Article 12g of Council Regulation (EU) No 833/2014 (being goods and technology listed in Annexes XI, XX, XXXV and XL to that Regulation, and in Annex I to Regulation (EU) No 258/2012, and such other goods as that Article covers from time to time), and will use reasonable efforts to ensure that the purpose of that Article is not frustrated by any third party further down the commercial chain, including possible resellers. The Company will immediately inform the Supplier of any circumstance of which it becomes aware that would frustrate that purpose, and the Supplier must inform the competent authority of its Member State of any breach in accordance with Article 12g(4). That undertaking is given in satisfaction of the contractual requirement imposed on the Supplier as a Union exporter, and the Parties agree that the Supplier’s right to terminate the affected Order by Written notice if the Company is in material breach of it, together with the Company’s liability in damages, constitutes the adequate remedy that Article 12g(3) requires. No additional or different form of undertaking is required of or agreed by the Company, and the Supplier acquires no audit right, no right to information, no right to require any certification, and no right to any penalty or liquidated sum, in respect of that undertaking. The Company’s liability for a breach of the undertaking is subject to clauses 21(d) and 21(e). The Supplier must identify in Writing, before the Order is accepted, any Goods to which Article 12g applies. Where a Trade Control regime requires a further end-use statement or an end-user undertaking, the Company will give one in a form reasonably required, provided that it is accurate and that it imposes no obligation beyond that regime.

(d) Prohibited dealings. The Supplier must not source, manufacture, sell, export, re-export, transfer, tranship or supply the Goods or Services, directly or indirectly, in violation of any Trade Controls, including to or through any country, territory or region subject to comprehensive sanctions or embargo, or any Restricted Party. The Supplier warrants that it has no knowledge or reason to believe that the Goods or Services will be used, directly or indirectly, in any prohibited end use, including any activity related to weapons of mass destruction, missiles, unmanned aerial vehicles, nuclear proliferation, or restricted military or surveillance applications.

(e) Conflicting Trade Control regimes. The Parties acknowledge that Article 5 of Council Regulation (EC) No 2271/96 protecting against the effects of the extraterritorial application of legislation adopted by a third country (the Blocking Statute) prohibits a person subject to it from complying, actively or by deliberate omission, with the measures listed in its Annex, that Article 2 of that Regulation requires such a person to report to the European Commission where its interests are affected, and that a term requiring such compliance may be unenforceable against the Supplier and may expose it to penalty. Nothing in clause 17(b), clause 17(c) or clause 17(d) requires the Supplier to act, or to refrain from acting, where doing so would place it in breach of the Blocking Statute or of any other law of the Union or of its Member State that prohibits compliance with a foreign measure. Where the Supplier considers that such a conflict arises, it must notify the Company in Writing immediately, identifying the measure and the conflict; the Company may then suspend or terminate the affected Order under clause 17(n) without liability, and clause 12(e) does not apply to that termination.

(f) Country of origin, marking and origin representations. The Supplier warrants that the country of origin stated on its documentation is accurate and determined in accordance with applicable customs law, and that the Goods and their containers are legibly and durably marked with the country of origin where marking is required. Clause 3(g) governs preferential origin under the Trade and Cooperation Agreement, and clause 3(g)(vi) states the Supplier’s indemnity. Non-preferential origin is determined under Articles 59 to 63 of Regulation (EU) No 952/2013 establishing the Union Customs Code for the purposes of a Union export declaration, and under the corresponding assimilated provisions and the Customs (Origin of Chargeable Goods) (EU Exit) Regulations for the purposes of a United Kingdom import declaration. The Supplier must notify the Company in Writing before despatch of any change to the country of origin or place of manufacture of any Goods from that previously advised, and indemnifies the Company against all loss arising from an inaccurate origin declaration or marking failure. Where a Customer, a customs authority or the law of a country of onward supply requires a certificate of non-preferential origin, or a chamber of commerce certificate, the Supplier must obtain and provide it at its own cost within ten (10) Business Days of Written request. The Supplier warrants that every origin representation it makes, and every origin representation the Company would make in reliance on information the Supplier provides, is accurate and not misleading for the purposes of the Business Protection from Misleading Marketing Regulations 2008 and of Directive 2006/114/EC concerning misleading and comparative advertising as implemented in the Supplier’s Member State.

(g) Domestic content and procurement requirements. Where the Order states that the Goods are intended for a project subject to any domestic content, local content, industry participation, subsidy, security-of-supply or origin-based procurement requirement, the Supplier must provide the certifications, manufacturing cost data and supporting evidence required to establish compliance, warrants that every certification it gives is accurate, and must notify the Company immediately of any change affecting its accuracy. Those requirements may include: conditions attaching to a contract awarded under the Procurement Act 2023, including any condition of participation, exclusion ground or supply chain assurance requirement; conditions attaching to public subsidy for the deployment of gigabit-capable networks in the United Kingdom, including any requirement as to supplier diversification or vendor security; and, where a Customer is itself subject to them, the equivalent requirements of a Member State or of the Union, including those arising under Directive 2014/24/EU, Directive 2014/25/EU and Regulation (EU) 2022/2560 on foreign subsidies distorting the internal market. The Supplier must provide the information the Company or a Customer requires to answer any request made under any of those regimes.

(h) Network and supply chain security. The Supplier represents and warrants that the Goods do not constitute, and do not contain, any equipment, service or component from a vendor that is prohibited, restricted or designated as a security risk under any applicable telecommunications security, critical infrastructure or supply chain restriction regime, and that it does not use any such equipment as a substantial or essential component of any system used in the production of the Goods. The Supplier must provide a Written representation to that effect in the form the Company requires, must notify the Company immediately if the representation ceases to be accurate, and must provide the supply chain information the Company requires to make its own representations to Customers and regulators. The applicable regimes include:

(i) United Kingdom: the Telecommunications (Security) Act 2021 and the security duties it inserted into the Communications Act 2003, the Electronic Communications (Security Measures) Regulations 2022 and the Telecommunications Security Code of Practice, including the duties of a public electronic communications network provider in relation to third party supplier risk; any designated vendor direction or designation notice given under the Communications Act 2003; the Network and Information Systems Regulations 2018; and the Product Security and Telecommunications Infrastructure Act 2022 together with the Product Security (Security Requirements for Relevant Connectable Products) Regulations 2023, where any Goods are a relevant connectable product.

(ii) Union: Directive (EU) 2022/2555 on measures for a high common level of cybersecurity across the Union (NIS2) as implemented in the Supplier’s Member State, including its supply chain security requirements; the EU Toolbox on 5G cybersecurity and the national measures adopted under it concerning high-risk vendors; and Regulation (EU) 2024/2847 on horizontal cybersecurity requirements for products with digital elements (the Cyber Resilience Act), where any Goods are a product with digital elements, including the vulnerability handling, reporting and support-period obligations it imposes on a manufacturer.

The Supplier must provide the declarations, attestations and provenance information the Company requires to satisfy each of those obligations and to answer any request from Ofcom, from the National Cyber Security Centre or from any competent authority, and must notify the Company within five (5) Business Days of any change in its direct or indirect ownership or control.

(i) Anti-bribery, anti-corruption and economic crime. The Supplier must comply with all applicable anti-bribery, anti-corruption, anti-money laundering, anti-facilitation of tax evasion and fraud laws, and must not offer, give, request, accept or authorise any bribe, kickback, facilitation payment or other improper advantage in connection with the Contract. The Supplier must maintain adequate procedures, and reasonable fraud prevention procedures, designed to prevent such conduct by Supplier Personnel and sub-tier suppliers, must maintain accurate books and records of all payments made in connection with the Contract, and must provide evidence of those procedures and records on request. The applicable regimes include: the Bribery Act 2010, including the corporate offence in section 7 of failing to prevent bribery by an associated person and the adequate procedures defence in section 7(2); sections 45 and 46 of the Criminal Finances Act 2017 (failure to prevent the facilitation of tax evasion); the corporate offence of failure to prevent fraud in the Economic Crime and Corporate Transparency Act 2023; the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; Directive (EU) 2017/1371 on the fight against fraud to the Union’s financial interests by means of criminal law and Directive (EU) 2015/849 on the prevention of the use of the financial system for money laundering, in each case as implemented in the Supplier’s Member State, together with the criminal code of that Member State; and, where they apply, the United States Foreign Corrupt Practices Act. The prohibition on facilitation payments in this clause is absolute, and applies whether or not a defence or exception would be available under any applicable law. Breach of this clause is a material breach entitling the Company to terminate immediately under clause 13(b).

(j) Product, chemical and environmental compliance. The Supplier warrants that the Goods comply with all applicable product safety, construction product, electrical safety, electromagnetic compatibility, telecommunications, radio, energy efficiency, chemical content, hazardous substance, packaging and end-of-life requirements applicable in the Member State of dispatch, in the United Kingdom, and in any other country the Company has notified the Goods are destined for, and that the Goods bear all required conformity markings. The Company, or the member of the Group or the Customer identified in the Order, is the importer of the Goods into the United Kingdom and is accordingly the economic operator on whom the importer’s obligations under United Kingdom product legislation fall. The Supplier must provide at its own cost everything the Company requires in order to discharge those obligations. In particular:

(i) Conformity marking and declarations for Great Britain. The Supplier must supply, before or with the first delivery of each product and thereafter on request, the declaration of conformity (whether an EU declaration of conformity or a declaration of conformity in the form the Great Britain regime requires), declaration of performance, technical documentation, test reports, notified body or approved body certificates, and instructions and safety information in English, that the applicable regime requires. The Company relies on the Product Safety and Metrology etc. (Amendment) Regulations 2024, under which a product satisfying the corresponding requirements of Union law may be placed on the market in Great Britain with no end date, and on the UKCA Marking regime where it applies; and it notes the power in section 2(7) of the Product Regulation and Metrology Act 2025 to treat a product requirement as met by compliance with a specified requirement of Union law. The Supplier must satisfy itself, and must confirm to the Company in Writing on request, which route to conformity it relies on for each product. The Supplier must notify the Company in Writing within five (5) Business Days of becoming aware that any declaration, certificate, marking or technical documentation previously supplied is withdrawn, superseded or incorrect, and must at its own cost procure a replacement or re-assess the Goods. Regulatory rejection. Where at any time the Company is unable lawfully to import the Goods into the United Kingdom, to place them on the market in Great Britain or Northern Ireland, or to resupply them to a Customer, because the Goods, their marking or their accompanying documentation did not, at the time of delivery, satisfy a requirement then in force, or because a declaration, certificate, marking, registration, notification or item of documentation required of the Supplier is missing, incorrect, withdrawn or superseded, the Company may by Written notice reject the affected Goods and require the Supplier to take them back, and clause 8(e) applies as if they had been rejected under clause 8(d). That right is in addition to every other right of the Company, is not subject to the period in clause 8(b) or to the Warranty Period, and is not affected by Acceptance.

Change of law after delivery. Where the inability arises solely from a change in the law taking effect after delivery, and the Goods complied at the time of delivery, the Company has no right of rejection on that ground alone; but the Supplier must, at its own cost and within thirty (30) days of Written request, provide any further declaration, assessment, test, documentation or marking required in respect of Goods it has already supplied, so far as it is able, and must notify the Company in Writing as soon as it becomes aware that it will not be able to do so. This paragraph does not apply where the Supplier knew or ought reasonably to have known of the impending change of law before delivery and did not notify the Company of it.

(ii) Construction products. Where any Goods are a construction product covered by a designated standard, including a cable within the scope of BS EN 50575 that is intended for permanent installation in a construction work, the Supplier must supply a declaration of performance and must ensure that the Goods bear the conformity marking required for the Great Britain market, must state the reaction-to-fire class of the cable, and must provide the assessment and verification of constancy of performance documentation issued by the relevant notified or approved body. The applicable regime in Great Britain is Regulation (EU) No 305/2011 laying down harmonised conditions for the marketing of construction products as it forms part of assimilated law, together with the Construction Products Regulations 2013 and the Building Safety Act 2022.

(iii) Restriction of hazardous substances and chemicals. The Supplier warrants that the Goods comply with the restriction of hazardous substances regime applying in Great Britain, being the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2012 (SI 2012/3032), and with Directive 2011/65/EU in the Union, and must supply the supporting material declarations, test data and exemption reliance information on request. The Supplier warrants that the Goods comply with Regulation (EC) No 1907/2006 (REACH) as it applies in the Union, and with UK REACH, and in particular that: (A) it will notify the Company in Writing of the presence in any Goods of any substance of very high concern on the candidate list in a concentration above 0.1% by weight, identifying the substance, its concentration and the safe use information required by Article 33 of REACH, and will do so both for the Union candidate list and for the UK REACH candidate list; (B) it will provide the information the Company needs to determine whether it must register a substance or mixture under UK REACH as an importer at or above one tonne per year, whether the deferred registration arrangements for a downstream user import notification apply, and whether it must make a notification under Article 7(2) of UK REACH in respect of a substance in an article present above 0.1% by weight and in quantities above one tonne per year, and to make any such registration or notification; (C) it will identify any substance in the Goods that is subject to authorisation under Title VII or to restriction under Title VIII of REACH or of UK REACH, or that is a persistent organic pollutant under Regulation (EU) 2019/1021 or its assimilated equivalent, and will do so by reference to each of the Union and the United Kingdom lists separately, the Parties recording that the UK REACH candidate, authorisation and restriction lists may diverge from the Union lists and that compliance with one is not compliance with the other; and (D) where the Goods contain a substance or mixture that the Company would be required to register as an importer under UK REACH, the Supplier must, if the Company so requires, appoint and maintain at its own cost an only representative established in the United Kingdom under Article 8 of UK REACH, so that the Company is treated as a downstream user and not as an importer, and must notify the Company of that appointment and of any change to it.

(iv) Electrical, radio and electromagnetic compatibility. Where any Goods are electrical equipment, radio equipment or equipment liable to cause or be affected by electromagnetic disturbance, the Supplier must ensure compliance with the Electrical Equipment (Safety) Regulations 2016, the Electromagnetic Compatibility Regulations 2016 and the Radio Equipment Regulations 2017 as they apply in Great Britain, and with Directives 2014/35/EU, 2014/30/EU and 2014/53/EU in the Union, and must supply the corresponding declarations and technical files. The Parties record that passive optical products, being products that do not depend on an electric current or on an electromagnetic field in order to work properly and that contain no battery or mains power supply, generally fall outside those regimes; that fact does not relieve the Supplier of the obligation to state in Writing, on request, which regimes it considers apply to particular Goods and why.

(v) General product safety, and Northern Ireland. The Supplier must not supply Goods that are unsafe. Where any Goods are within the scope of the General Product Safety Regulations 2005 (SI 2005/1803) in Great Britain, the Supplier must comply with the producer’s obligations under those Regulations and must provide the information the Company requires to comply with its own.

Northern Ireland is a different market and the Supplier must treat it as one. Where any Goods are supplied for onward supply into Northern Ireland, Union law continues to apply there under the Windsor Framework, and the Supplier must additionally comply with Regulation (EU) 2023/988 on general product safety, which has applied in Northern Ireland since 13 December 2024, and with the Union Harmonisation Legislation applying there; must ensure that the Goods bear the CE Marking or, where the conformity assessment was carried out by a United Kingdom body, the UKNI marking; and must identify the economic operator established in the Union or in Northern Ireland who is responsible for the Goods under Article 4 of Regulation (EU) 2019/1020 and under Article 16 of Regulation (EU) 2023/988. Where no such economic operator exists for Goods intended for Northern Ireland, the Supplier must notify the Company in Writing before it accepts the Order, and the Company may withdraw the Order without liability. The Supplier must also notify the Company in Writing of any Goods for which the requirements applying in Northern Ireland differ from those applying in Great Britain.

(vi) Importer marking and records. The Supplier consents to the Company, or to the member of the Group or Customer identified in the Order, applying to the Goods, their packaging, or a document accompanying them, its own name, registered trade name or registered trade mark and postal address, and any other information required of it as importer by United Kingdom product legislation, and agrees that clause 16(b) does not prevent it. That marking must not obscure any existing marking, instruction or warning. The Supplier must supply the Goods so as to leave sufficient space for that marking.

Transitional easements ending 31 December 2027. The Parties record that the easements permitting the UKCA Marking to be applied to a label affixed to a product or to an accompanying document, and permitting an importer’s name and address to be given on an accompanying document rather than on the product itself, expire at the end of 31 December 2027. Accordingly, from 1 October 2027 or from such earlier date as the Company notifies, the Supplier must apply to each item of Goods, at its own cost and in a durable form, the marking that the applicable Great Britain regime then requires, including a space or field for the Company’s importer name and address, and must not treat the change as a Change Order or as a ground for any increase in the Price. The Supplier must confirm in Writing how it will comply, not later than the later of 31 March 2027 and the date three (3) months after it accepts its first Order.

Records. The Supplier must retain, and make available to the Company for not less than ten (10) years from the last delivery, the declaration of conformity and the technical documentation for the Goods, that being the period for which an importer is required to keep them under the applicable Great Britain regime, including regulation 21 of the Electrical Equipment (Safety) Regulations 2016, regulation 24 of the Electromagnetic Compatibility Regulations 2016 and regulation 28 of the Radio Equipment Regulations 2017, so that the Company can satisfy any request from a market surveillance authority.

(vii) Waste electrical and electronic equipment, batteries and end-of-life. Where any Goods are electrical or electronic equipment, or contain a battery, the Supplier must provide the information the Company requires to discharge its producer obligations under the Waste Electrical and Electronic Equipment Regulations 2013 and the Waste Batteries and Accumulators Regulations 2009, including the marking, registration, treatment and reporting information those regimes require, and under Regulation (EU) 2023/1542 concerning batteries and waste batteries where the Goods are supplied for onward supply into the Union or Northern Ireland.

(viii) Packaging and producer responsibility. Clause 6(a)(iii) states the Supplier’s obligations in respect of the United Kingdom packaging extended producer responsibility regime, and clause 6(a)(ii) states its obligations under Union packaging law.

(ix) Deforestation-free products. Regulation (EU) 2023/1115 on the making available on the Union market and the export from the Union of certain commodities and products associated with deforestation and forest degradation, as amended by Regulation (EU) 2024/3234 and Regulation (EU) 2025/2650, applies from 30 December 2026, and from 30 June 2027 for natural persons and for micro and small undertakings established as such by 31 December 2024, and it applies to the export of relevant products from the Union as well as to their placing on the Union market. Where any Goods, or any wooden reel, drum, cable-drum, pallet or case supplied with them, fall within its scope, the Supplier must comply with it as the operator exporting the product, must exercise the due diligence it requires, and must provide the Company with the reference number and the verification number of the due diligence statement it has submitted, together with the geolocation and legality information the Company or a Customer requires. The Parties record that a wooden reel, drum, cable-drum or pallet that is sold to the Company as Goods, and does not merely accompany other Goods as packing material, is within the scope of that Regulation, whereas one supplied and identified as returnable packaging under clause 6(b) is likely to fall within the exclusion for packing material used exclusively to support, protect or carry another product. The Order must state whether a reel or drum is sold or returnable, and the Supplier must not assume the exclusion applies.

(x) Carbon border adjustment. The Supplier must provide, on request and within the period the Company notifies, the embedded emissions data, production route information, mass and carbon price information the Company requires in respect of any Goods, or any component or input of them, that fall within the scope of a carbon border adjustment mechanism applying to importation into the United Kingdom or into the Union, together with the supporting methodology and verification. The Parties record that optical fibre cable is not itself a covered good under Regulation (EU) 2023/956, but that steel and aluminium inputs — including steel armouring and reinforcement, steel drums and fittings, and aluminium sheath, foil, tape and conductor — are covered goods, and that a carbon border adjustment mechanism for importation into the United Kingdom is expected to take effect. The Supplier must therefore identify, on request, the mass of each covered input in the Goods and its embedded emissions. Where the Company is required to make a declaration or return in respect of the Goods under any such mechanism, the Supplier warrants that the data it provides is accurate and complete, and indemnifies the Company against any charge, interest, penalty or cost arising from data that was inaccurate or was not provided in time.

(k) Modern slavery and responsible labour. The Supplier warrants that no Goods, and no component, input or raw material of any Goods, are produced, mined, manufactured or transported wholly or in part using forced labour, bonded labour, indentured labour, convict labour, child labour or human trafficking, including in any region subject to a presumption or finding of forced labour. The Supplier must comply with all applicable modern slavery, human trafficking, forced labour and supply chain due diligence laws, must take reasonable steps to identify and address those risks in its supply chain, must provide supply chain traceability and due diligence information on request, and must provide such information as the Company reasonably requires to prepare any statement or disclosure or to respond to a Customer or regulator enquiry. Where a request under this clause is made in order to enable the Company or a Customer to discharge an obligation under Directive (EU) 2024/1760 as amended, and the Supplier is an undertaking below the employee threshold at which that Directive permits information to be requested directly, the Company will request the information only where it cannot reasonably be obtained from another source, in accordance with the limitation that Directive imposes on requests to smaller business partners. The applicable regimes include: the Modern Slavery Act 2015, including the transparency in supply chains obligation in section 54; Regulation (EU) 2024/3015 prohibiting products made with forced labour on the Union market, which applies to products placed on and exported from the Union market and which applies in full from 14 December 2027, certain of its provisions having applied since 13 December 2024; Directive (EU) 2024/1760 on corporate sustainability due diligence, as amended by Directive (EU) 2025/794 and Directive (EU) 2026/470, under which Member States must transpose by 26 July 2028 and the obligations apply from 26 July 2029 to undertakings above the thresholds that Directive sets, and the national law implementing it; the German Act on Corporate Due Diligence Obligations in Supply Chains (Lieferkettensorgfaltspflichtengesetz) and the French law on the duty of vigilance, in each case where they apply to the Supplier or to a customer of the Company; and, where Goods the Company resupplies are subject to a foreign forced labour import prohibition or presumption, including under the United States Uyghur Forced Labor Prevention Act and section 307 of the Tariff Act of 1930, the Supplier must provide the evidence required to rebut the presumption or to answer any detention.

(l) Responsible minerals. The Supplier must provide, on request, all information the Company requires regarding the presence, source, smelter and chain of custody of tin, tantalum, tungsten, gold, cobalt, mica and any other designated mineral in the Goods, sufficient to enable the Company or any Customer to meet any applicable responsible sourcing, conflict minerals or supply chain due diligence obligation. The obligation in this clause is contractual and is framed by reference to Regulation (EU) 2017/821 laying down supply chain due diligence obligations for Union importers of tin, tantalum, tungsten and gold originating from conflict-affected and high-risk areas, to the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, to the Responsible Minerals Initiative Conflict Minerals Reporting Template and Extended Minerals Reporting Template, and to the obligations the Company owes to Customers that are themselves subject to those regimes or to section 1502 of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act. The Supplier must complete and keep current the reporting templates the Company nominates.

(m) Information for onward certification. On the Company’s request at any time, whether before or after delivery, the Supplier must promptly provide at its own cost all information, documentation, certification, declaration or assistance the Company requires to verify or maintain its own compliance, or to satisfy any representation, certification, customs or disclosure obligation the Company owes to any Customer, customs authority, market surveillance authority or regulator, and must ensure that everything it provides is accurate and complete.

(n) Audit and suspension. The Company may audit the Supplier’s compliance with this clause 17 and clause 3(g), including by document review, questionnaire and on-site audit under clause 5(g). If at any time the Company reasonably believes, or is notified, that the transaction, the Goods or the Services may violate any Trade Controls or any obligation in this clause 17, the Company may, without liability and in addition to every other right: (i) suspend or terminate the Contract immediately; (ii) withhold payment, delivery or Acceptance; and (iii) require the Supplier to remedy the issue at its own expense.

(o) Indemnity. The Supplier must fully indemnify, defend and hold harmless the Company, the Group and their directors, officers and employees from and against all losses, liabilities, claims, damages, costs, expenses and proceedings arising from or related to any breach of this clause 17 by the Supplier, Supplier Personnel or any sub-tier supplier, including the costs of investigating, defending and remedying any such matter, and any liability to a third party, together with legal costs on an indemnity basis and the cost of any detention, seizure, forfeiture, re-export or destruction of the Goods. Clause 20(e) applies to this indemnity, and it does not extend to any fine or penalty imposed on the Company or on a member of the Group in respect of its own contravention. The Supplier’s liability under this clause is unlimited in amount and duration.

(p) Emissions, energy and climate data. The Supplier must, on the Company’s Written request and at its own cost, provide within thirty (30) days (or, where the request relates to a reporting deadline notified by the Company, within the period the Company notifies, being not less than twenty (20) Business Days) accurate and complete data on: (i) the greenhouse gas emissions attributable to the Goods and Services supplied to the Company, including Scope 1 and Scope 2 emissions of the Supplier and, so far as it is reasonably able, the Scope 3 emissions in its own upstream supply chain, together with product- or category-level emissions intensity data; (ii) the energy consumed in producing and transporting the Goods; (iii) the methodology, emission factors, boundaries, base year and assumptions used, and whether the data is measured, calculated or estimated; and (iv) any assurance, verification or third party review obtained in respect of that data. The data must be prepared on a basis consistent with the Greenhouse Gas Protocol Corporate Standard and Corporate Value Chain (Scope 3) Standard, or with any other methodology the Company reasonably nominates, so that the Company can meet its own sustainability reporting obligations, including under the streamlined energy and carbon reporting requirements applying to a United Kingdom company under the Companies Act 2006 and the regulations made under it, under any sustainability reporting standard applying to it, and under Directive 2013/34/EU as amended by Directive (EU) 2022/2464 and the European Sustainability Reporting Standards where a Customer is subject to them, and any equivalent obligation it owes to a Customer or regulator. The Supplier warrants that the data it provides is accurate and not misleading, must notify the Company promptly if it becomes aware that data previously provided was inaccurate, must retain the supporting records for not less than seven (7) years, and must provide reasonable assistance to any assurance provider engaged by the Company. Data provided under this clause is the Supplier’s Confidential Information and clause 15 applies to it.

18. Data Protection

(a) Definitions and roles. In this clause, Personal Data means personal data within the meaning of Article 4(1) of the UK GDPR and of the EU GDPR, and any other information relating to an identified or identifiable individual that is protected under any applicable privacy or data protection law; and Data Protection Law means all privacy, data protection, data localisation, data breach notification and electronic communications laws, regulations, binding codes and regulator guidance applicable to the Parties or to the processing of Personal Data under the Contract, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the EU GDPR, Directive 2002/58/EC as implemented in the Supplier’s Member State, and the national data protection legislation of that Member State. The regulators are the Information Commissioner in the United Kingdom and the supervisory authority of the Supplier’s Member State. Where the Supplier processes Personal Data on behalf of the Company, the Company is the controller and the Supplier is the processor, and this clause 18 is the contract required by Article 28(3) of the UK GDPR and by Article 28(3) of the EU GDPR. The subject matter, duration, nature and purpose of the processing, the types of Personal Data and the categories of data subject are as stated in the Order or, where the Order does not state them, are those necessary for the performance of the Contract, being ordinarily the business contact details of the Company’s and its Customers’ personnel and, where the Order so provides, delivery, installation-site and warranty-claim records.

(b) Processing on instructions. The Supplier must process Personal Data received from or on behalf of the Company only on the Company’s documented instructions, only to the extent necessary to perform the Contract, and for no other purpose, including in relation to a transfer of Personal Data to a third country, unless required to do so by a law to which it is subject; in that case the Supplier must inform the Company of that legal requirement before processing, unless that law prohibits it on important grounds of public interest. The Supplier must immediately inform the Company if, in its opinion, an instruction infringes Data Protection Law. The Supplier must not sell, share, retain or use Personal Data for its own purposes, for training any model, or for any commercial purpose of its own, and must not act as a controller in respect of it.

(c) Security. The Supplier must implement and maintain appropriate technical and organisational measures, appropriate to the risk and sufficient to satisfy Article 32 of the UK GDPR and of the EU GDPR, to protect Personal Data and the Company’s data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to it, including pseudonymisation and encryption in transit and at rest, measures to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems, measures to restore availability and access in a timely manner, access control, logging, vulnerability management, secure development, and a process for regularly testing and evaluating the effectiveness of those measures.

(d) Personnel. The Supplier must ensure that all Supplier Personnel with access to Personal Data are subject to a binding obligation of confidentiality or are under an appropriate statutory obligation of confidentiality, are appropriately trained, and have access only on a need to know basis. The Supplier must remove all access rights immediately when any person ceases to require them, including on that person leaving the Supplier’s business, and must notify the Company of the removal of access for any person holding privileged access to the Company’s systems or accounts.

(e) Sub-processing. The Supplier must not engage any sub-processor or permit any other Person to process Personal Data without the Company’s prior specific Written consent, and must impose on any approved sub-processor, by written contract, obligations no less protective than this clause 18 and in particular the obligations required by Article 28(4) of the UK GDPR and of the EU GDPR. The Supplier remains fully liable to the Company for the performance of every sub-processor’s obligations.

(f) Cross-border transfer. The Supplier must not transfer, store, access or permit access to Personal Data outside the United Kingdom or the European Economic Area, or outside any jurisdiction specified in the Order, without the Company’s prior Written consent, and must implement every transfer mechanism, safeguard and transfer risk assessment that Data Protection Law requires. The Parties acknowledge that: (i) a transfer of Personal Data from the United Kingdom to the Supplier’s Member State is made in reliance on the adequacy regulations made under section 17A of the Data Protection Act 2018 in respect of the European Economic Area, and a transfer from the Supplier’s Member State to the Company in the United Kingdom is made in reliance on the adequacy decision adopted by the European Commission in respect of the United Kingdom, and each Party must notify the other in Writing immediately if it becomes aware that either of those instruments has been suspended, repealed, annulled or has expired without replacement, whereupon the Parties must without delay put in place an alternative transfer mechanism, being the standard contractual clauses approved by the European Commission under Article 46(2)(c) of the EU GDPR and, for transfers subject to the UK GDPR, the International Data Transfer Agreement or the international data transfer addendum to those clauses issued by the Information Commissioner, in each case executed with the modules and annexes appropriate to the transfer; (ii) the Supplier must not rely on a derogation in Article 49 of either the UK GDPR or the EU GDPR without the Company’s prior Written consent; and (iii) where the Supplier or any sub-processor is subject to a law of a third country that could compel disclosure of Personal Data to a government authority, including the United States Clarifying Lawful Overseas Use of Data Act, the Supplier must notify the Company so far as it is lawful to do so, must disclose only the minimum required, and must challenge any request that is not lawful and binding.

(g) Breach notification. The Supplier must notify the Company in Writing without undue delay and in any event within twenty-four (24) hours of becoming aware of any personal data breach, and of any actual or suspected breach of security, unauthorised access, loss or unauthorised disclosure affecting Personal Data or any other data or system of the Company, including any breach affecting the Company’s account or access credentials on any portal or system operated by the Supplier. The notification must include all information described in Article 33(3) of the UK GDPR and of the EU GDPR and all other information the Company requires to assess the incident and to meet its own obligation to notify the Information Commissioner within seventy-two (72) hours under Article 33(1) and to communicate with data subjects under Article 34. The Supplier must provide updates, cooperate fully, take immediate containment and remediation steps, and must not notify any individual or supervisory authority about an incident affecting the Company’s data without the Company’s prior Written consent unless required by law.

(h) Assistance. The Supplier must, taking into account the nature of the processing, assist the Company by appropriate technical and organisational measures, and at the Supplier’s cost, in responding to any request from a data subject to exercise their rights under Chapter III of the UK GDPR or of the EU GDPR, and must assist the Company in ensuring compliance with its obligations under Articles 32 to 36 of each of them, including in carrying out any data protection impact assessment and any prior consultation with a supervisory authority.

(i) Records and audit. The Supplier must maintain the records required by Article 30(2) of the UK GDPR and of the EU GDPR, must make available to the Company all information necessary to demonstrate compliance with the obligations in Article 28 and with this clause 18, and must allow for and contribute to audits, including inspections, conducted by the Company or by an auditor it mandates, including of its information security controls and of any sub-processor.

(j) Return and deletion. At the Company’s election, on expiry or termination of the Contract or on the Company’s Written request, the Supplier must delete or return all Personal Data and other Company data, including all copies, and must delete existing copies unless a law of the United Kingdom, of the Union or of a Member State requires storage, and must certify in Writing that it has done so. Where Goods containing data are returned to the Supplier, the Supplier must apply secure media sanitisation before any reuse, resale or disposal.

(k) Representatives and warranties. Where the Supplier is required by Article 27 of the UK GDPR to designate a representative in the United Kingdom, or by Article 27 of the EU GDPR to designate a representative in the Union, it must do so and must notify the Company of that representative’s identity and contact details. The Supplier represents and warrants that it has the necessary authority, consents and notices in place to process Personal Data as permitted under the Contract, that it has designated a data protection officer where Article 37 requires one, that it maintains appropriate data protection policies, and that it complies with Data Protection Law. The Supplier indemnifies the Company and the Group against all loss, liability, damages, costs and expenses arising from any breach of this clause 18 or of Data Protection Law by the Supplier, Supplier Personnel or any sub-processor, including the costs of investigating, containing, notifying and remedying the breach, legal costs on an indemnity basis, and any liability to a data subject under Article 82 of the UK GDPR or of the EU GDPR. Clause 20(e) applies to this indemnity, and it does not extend to any administrative fine imposed on the Company or on a member of the Group in respect of its own infringement.

19. Insurance

(a) Required insurance. The Supplier must, at its own cost, effect and maintain with insurers of recognised standing the following insurance, on terms covering its liabilities under the Contract, for the term of the Contract and, after it, for the run-off periods stated in this clause. The run-off period for products and completed operations liability is ten (10) years after the last delivery, set by reference to the ten (10) year long-stop in section 11A(3) of the Limitation Act 1980, after which a right of action under Part I of the CPA is extinguished. The run-off period for professional indemnity and for cyber liability is seven (7) years after the last delivery or completion. The limits stated in this clause are subject to clause 19(h):

(i) public and products liability, or general liability including products and completed operations, of not less than EUR 20,000,000 for any one occurrence and, in respect of products and completed operations liability, EUR 20,000,000 in the aggregate in any one period of insurance;

(ii) where the Supplier provides design, engineering, certification, testing or other professional Services, professional indemnity or errors and omissions insurance of not less than EUR 10,000,000 for any one claim and EUR 10,000,000 in the aggregate in any one period of insurance;

(iii) marine and inland transit cargo insurance covering the Goods for their full replacement value plus freight and duty for the whole of the transit from the Supplier’s premises to the Delivery Point, including the whole of the sea, tunnel or air crossing and any period of customs detention on either side of the frontier;

(iv) employers’ liability or the compulsory workers’ compensation or occupational accident cover required by the law of each country in which Supplier Personnel are engaged, providing the statutory benefits that scheme requires, together with employers’ liability cover of not less than EUR 20,000,000 for any one occurrence in respect of any liability not covered by that scheme; and where the Supplier is required by the Employers’ Liability (Compulsory Insurance) Act 1969 to insure against liability to its employees, by reason of Supplier Personnel attending Great Britain in connection with the Contract or otherwise, insurance complying with that Act and the regulations made under it;

(v) where Supplier Personnel use vehicles or plant in connection with the Contract, including in making deliveries to the Delivery Point, compulsory motor third party liability cover complying with the law of the country of registration and, in respect of any vehicle used in Great Britain, with Part VI of the Road Traffic Act 1988, together with third party property damage cover, and mobile plant and machinery liability cover, of not less than EUR 20,000,000 for any one occurrence; and

(vi) where the Supplier processes Personal Data or connects to the Company’s systems, cyber liability and data breach insurance of not less than EUR 5,000,000 for any one claim and in the aggregate in any one period of insurance.

(b) Insurer standing and territorial scope. Each policy must be placed with an insurer or reinsurer of recognised standing with a financial strength rating of not less than A− from S&P Global Ratings or A− from AM Best, or an equivalent rating from another recognised rating agency, and must be lawfully written in each jurisdiction in which the risk is situated. Each liability policy must expressly extend to claims made, and to liabilities incurred, in the United Kingdom, must not exclude or restrict cover by reference to the United Kingdom, and must respond to a judgment of a court of England and Wales and to an award made in an arbitration seated in London under clause 25(c). The Parties record that an insurer authorised in a Member State no longer has a right, by reason of that authorisation alone, to write or to service insurance business in the United Kingdom; the Supplier must accordingly satisfy itself, and must confirm to the Company in Writing on request, that its insurer is able lawfully to provide the cover and to handle and pay claims in respect of the United Kingdom exposure, whether through an authorised United Kingdom insurer, a Lloyd’s syndicate, a fronting arrangement, or a permission granted by the Prudential Regulation Authority or the Financial Conduct Authority.

(c) Company’s interest. Each liability policy must note the Company and the Group as additional insureds or note their interest for their respective rights and interests, must include a cross-liability or severability of interests provision, and must include a waiver of subrogation in favour of the Company and the Group. This clause does not apply to the professional indemnity insurance required by clause 19(a)(ii) or to the cyber liability insurance required by clause 19(a)(vi), in respect of which the Supplier must procure each of those features only where it is available on commercially reasonable terms in the market in which the policy is placed; where any of them is not available, the Supplier must notify the Company in Writing and, if the Company requires, procure that the policy is endorsed to extend to the Company’s and the Group’s interests to the extent the insurer will agree. Nothing in this clause 19(c) limits clause 19(f). Where the law of the place in which the policy is written does not permit a person who is not a party to the contract of insurance to recover directly from the insurer, the Supplier must procure that the Company is named as a co-insured or that an equivalent arrangement is made, and must in any event hold on trust for the Company any proceeds it receives in respect of a liability owed to the Company.

(d) Evidence. The Supplier must provide certificates of currency on request, on renewal, and in any event annually, and must provide policy wordings, in English or with a certified English translation, on reasonable request.

(e) Notification. The Supplier must notify the Company immediately if any required policy is cancelled, lapses, is not renewed, is materially altered, or if any limit is materially eroded by claims, and must reinstate cover promptly.

(f) No limitation of liability. The existence, terms, limits, exclusions or adequacy of any insurance, and the availability or non-availability of any recovery under it, do not limit the Supplier’s liability under the Contract. The Supplier is responsible for all deductibles, excesses and self-insured retentions.

(g) Subcontractors. The Supplier must procure that each of its subcontractors maintains insurance appropriate to the work it performs and to the risk it presents, on terms no less protective of the Company than this clause.

(h) Tiering of limits. The limits in clause 19(a) are set by reference to the value of the Order and the risk the Goods and Services present. The Order, or the Company’s supplier onboarding documentation, may state the limits applying to a particular Supplier or Order, and any limits so stated prevail over clause 19(a). Where no limits are stated: (i) the limits in clause 19(a) apply to an Order with a Price of EUR 250,000 or more; and (ii) for an Order with a Price of less than EUR 250,000, the limits are EUR 10,000,000 under clauses 19(a)(i) and 19(a)(v), EUR 5,000,000 under clause 19(a)(ii), and EUR 2,000,000 under clause 19(a)(vi). Clauses 19(a)(iii) and 19(a)(iv) apply in full in every case. The Company may require higher limits where the Goods are safety-critical, are supplied for a public electronic communications network, or are acquired for resupply to a Customer whose own contract requires them.

(i) Suppliers without a United Kingdom place of business — security and service of process. Every Supplier to which these Conditions apply is established in a Member State, and few will have a place of business in the United Kingdom. The indemnities given under the Contract, and in particular the product liability indemnity in clause 11(g), are the Company’s principal protection, because the Company is itself strictly liable in the United Kingdom as a producer by importation under section 2(2)(c) of the CPA and has no statutory pass-through, as clause 11(g)(ii) records. Accordingly, where the Supplier does not have a place of business in the United Kingdom at the date of an Order, then for so long as any Order is on foot and for the run-off periods stated in clause 19(a), the Supplier must:

(i) where the Company so elects and notifies the Supplier in Writing, and within ten (10) Business Days of that notice, provide either a parent company guarantee of the Supplier’s obligations under the Contract, in a form the Company reasonably requires, given by an entity of a credit standing acceptable to the Company acting reasonably, or evidence reasonably satisfactory to the Company that its public and products liability insurance under clause 19(a)(i) satisfies clause 19(b) and in particular responds to claims made and liabilities incurred in the United Kingdom and to an award made in an arbitration seated in London; and

(ii) appoint, and maintain, an agent with an address in England or Wales authorised to accept service of process and of any notice on the Supplier’s behalf in connection with the Contract, notify the Company in Writing of that agent’s name and street address, and notify the Company in Writing of any change within five (5) Business Days. Service on that agent is effective service on the Supplier. Where the Supplier fails to appoint or maintain an agent, or the agent cannot be served at the notified address, the Company may appoint a process agent for the Supplier at the Supplier’s cost and notify the Supplier of the appointment, and service on that agent is effective service; and the Supplier further agrees that service effected in any manner permitted by clause 23 at the Supplier’s last notified address is effective service on it, to the extent the law and the rules of the relevant court or tribunal allow. Clause 25(c), clause 25(d) and clause 25(j) are unaffected by this paragraph.

Compliance with this clause 19(i) is not a condition of the formation of any Contract and does not affect the operation of clause 2(c). Where the Company issues an Order to a Supplier that has not yet complied, the Supplier must comply within twenty (20) Business Days of accepting that Order, or before the first delivery under it if earlier. Failure to comply with paragraph (ii), or with paragraph (i) after the Company has elected under it, is a failure to maintain the insurance required by clause 19 for the purposes of clause 13(b)(vii), and the Company may, having given the Supplier Written notice and five (5) Business Days to remedy it, withhold the issue of any further Order and withhold payment until it is remedied; clause 4(f) governs interest on any amount so withheld.

20. Indemnities

(a) General indemnity. The Supplier must indemnify, defend, release and hold harmless the Company, the Group, and their respective successors, assigns, directors, officers, employees, agents and representatives from and against all loss, liability, claims, judgments, awards, settlement amounts, damages, deficiencies, expenses (including reasonable legal costs on an indemnity basis) and costs, directly or indirectly caused by, arising out of, or relating to: (i) any fraudulent or wilful act or omission of the Supplier or Supplier Personnel, and any claim made against the Company or the Group by a third party arising out of a negligent or reckless act or omission of the Supplier or Supplier Personnel; (ii) any claim made against the Company or the Group by a third party for death, personal injury or loss of or damage to property arising from the Goods or Services, and any liability of the Company or the Group to a third party arising from a Defect; (iii) any Recall, as provided in clause 11(g); (iv) any IP Claim, as provided in clause 16(i), including any claim arising from the Intellectual Property Rights in the Goods or in the packages or containers in which they are shipped where those items are made pursuant to or in compliance with the Supplier’s design, instruction or specification, and any infringement arising from designs, specifications, instructions or equipment furnished or required by the Supplier; (v) any breach of clause 17, as provided in clause 17(o); (vi) any breach of clause 18 or of Data Protection Law, as provided in clause 18(k); (vii) any loss of preferential tariff treatment, as provided in clause 3(g)(vi), and any other customs, excise, import duty or Import VAT liability, interest, penalty or financing cost arising from a breach of clause 3(h) or clause 7(c) or from any inaccurate or late information given by the Supplier for the purposes of an import or export declaration; (viii) any claim by any of the Supplier Personnel, including any claim relating to employment, engagement, payment, entitlements or workplace injury, and any liability of the Company to a third party, and the costs of investigating, defending and remedying any matter, arising under health and safety or workers’ compensation legislation and attributable to an act or omission of the Supplier or Supplier Personnel; and (ix) any claim by a Customer arising from the Goods or Services or from the Supplier’s performance or non-performance. In this clause 20(a), a third party is a Person other than the Company, a member of the Group and the Supplier. This indemnity answers the third party claims and liabilities, and the other heads, stated in paragraphs (i) to (ix) above. It does not extend to loss that the Company or the Group itself suffers by reason of a breach of the Contract, including loss suffered by reason of a Defect, where that loss does not fall within one of those paragraphs. The Company’s remedy for such a breach is damages under clause 21(b), together with its other rights under these Conditions, including under clauses 8, 9 and 10, and the Supplier’s liability for it is subject to the cap in clause 21(i). Nothing in this clause 20(a) limits clause 3(g)(vi), clause 11(g), clause 16(i), clause 17(o) or clause 18(k), each of which applies according to its terms and is not subject to that cap.

(b) Conduct of claims. The Company will notify the Supplier of any claim to which an indemnity applies. The Supplier must, on the Company’s request, assume the defence of the claim with counsel reasonably acceptable to the Company, and must not settle it in any way that imposes any obligation, admission, restriction or reputational detriment on the Company or any Customer without the Company’s prior Written consent. The Company may participate in the defence with its own counsel, and may assume the defence at the Supplier’s cost if the Supplier fails to do so promptly or fails to conduct it diligently. A failure or delay in notification does not relieve the Supplier of its obligations except to the extent it is actually and materially prejudiced by it.

(c) Nature of the indemnities. Each indemnity given under the Contract is a continuing obligation, is independent of the Supplier’s other obligations, survives termination or expiry of the Contract, and is enforceable without the Company first incurring expense or making payment. Recovery under an indemnity is not reduced by any insurance recovery the Company makes or could have made, and the Company is under no obligation to claim on any policy before enforcing an indemnity. The Company is nevertheless subject to the duty to mitigate its loss that English law imposes, and no indemnity extends to loss the Company could reasonably have avoided.

(d) Contribution. Each indemnity given under the Contract, including under clauses 3(g)(vi), 11(g), 16(i), 17(o), 18(k) and this clause 20, is reduced proportionately to the extent that the loss was caused by the negligent act or omission of the Company or by the Company’s breach of the Contract. Nothing in this clause limits any right of the Company to recover contribution from any other person under the Civil Liability (Contribution) Act 1978.

(e) Fines, penalties and statutory duties. No indemnity given under the Contract, including under clauses 3(g)(vi), 11(g), 16(i), 17(o), 18(k) and this clause 20, extends to any fine, civil penalty, criminal penalty, administrative fine or other punitive imposition imposed on the Company or on any member of the Group by a court or regulator in respect of its own contravention. Each such indemnity extends instead to the costs of investigating, defending and remedying the matter, to legal costs, to remediation and rectification costs, and to any liability to a third party, including any liability to compensate a third party. Nothing in the Contract operates, or is to be read as operating, to transfer, exclude, limit or modify any duty or liability owed by either Party under health and safety legislation, and any term purporting to do so is void to that extent.

21. Limitation of Liability

(a) No limitation of the Supplier’s liability for certain matters. Nothing in these Conditions limits or excludes the Supplier’s liability for: (i) death or personal injury caused by its negligence or that of Supplier Personnel; (ii) fraud or fraudulent misrepresentation; (iii) product liability for defective goods, being liability for death, personal injury or loss of or damage to property caused by the Goods, liability under Part I of the CPA, and liability under the law of a Member State implementing Council Directive 85/374/EEC or Directive (EU) 2024/2853; (iv) breach of clause 15, clause 16, clause 17 or clause 18; (v) any indemnity given under clause 3(g)(vi), clause 11(g), clause 12(h), clause 16(i), clause 17(o), clause 18(k) or clause 20(a); (vi) wilful misconduct, deliberate breach or abandonment of performance; (vii) breach of the term as to title implied by section 12 of the Sale of Goods Act 1979; or (viii) any matter in respect of which it would be unlawful to exclude or restrict liability. The liabilities that cannot lawfully be excluded, restricted or modified, and that are accordingly added to that list, include: (ix) liability for death or personal injury resulting from negligence, section 2(1) of the Unfair Contract Terms Act 1977 rendering void any term that purports to exclude or restrict it, save that clause 21(g)(ii) records the effect of section 26 of that Act on an international supply contract and that clause 21(a)(i) states the position as a matter of contract in any event; (x) liability under Part I of the CPA, section 7 of that Act rendering void any term that purports to limit or exclude it; (xi) liability for a breach of a duty under the Health and Safety at Work etc. Act 1974; and (xii) liability that the mandatory law of the Supplier’s Member State does not permit to be excluded or limited in advance, including liability for intent and, in many Member States, for gross negligence.

(b) Supplier liable for all loss. Without limiting clause 21(a), and subject only to clause 21(i), the Supplier is liable to the maximum extent permitted by law for all loss the Company suffers arising from the Supplier’s breach of the Contract, including special, indirect, punitive and consequential loss and loss of revenue, business, profits, contract, goodwill, production and use, and Removal Costs. No limitation or exclusion of the Supplier’s liability applies except as expressly set out in these Conditions, and no limitation or exclusion stated by the Supplier in any other document has any effect.

(c) Damage to Company systems. The Supplier is responsible for any damage to or loss of the Company’s programs, data, systems or equipment caused by the Goods, the Services, or by Supplier Personnel.

(d) Company’s liability cap. Subject to clause 21(f), and except in respect of the Company’s liability under clause 7(m), clause 12(e) and clause 12(g), none of which is limited by this clause, the Company’s total liability to the Supplier in respect of all claims arising under or in connection with the Contract does not in any circumstance exceed the Price of the Goods and Services under the Order to which the claim relates.

(e) Company’s excluded loss. The Company is not liable to the Supplier for any indirect or consequential loss, or for any loss of revenue, business, profit, contract, goodwill, anticipated saving or opportunity, however arising.

(f) Non-excludable liabilities. Clauses 21(d) and 21(e) do not apply to any liability of the Company that cannot lawfully be excluded, restricted or modified, including liability for death or personal injury caused by negligence, liability for fraud, and any entitlement of the Supplier under clause 4(g) or under the mandatory law of its Member State implementing the Late Payment Directive.

(g) Effect of the Unfair Contract Terms Act 1977 and of foreign standard terms controls. The Parties record that: (i) section 26 of the Unfair Contract Terms Act 1977 disapplies the limits that Act imposes in the case of an international supply contract, and a contract under these Conditions will ordinarily be such a contract for the reasons given in clause 8(i), so that clauses 21(d) and 21(e) are not subject to the reasonableness test in section 11 of that Act, and neither is any exclusion the Supplier might otherwise seek to rely on, as clause 8(i) explains; (ii) it follows that the reference in clause 21(a)(ix) to section 2(1) of that Act may not avail either Party in respect of a contract to which section 26 applies, and clause 21(a)(i) accordingly states as a matter of contract, and independently of that Act, that the Supplier’s liability for death or personal injury caused by negligence is not limited or excluded; and (iii) the law of some Member States subjects standard contract terms to a control of content that may apply notwithstanding the choice of English law, including sections 305 to 310 of the German Civil Code. Where such a control applies and would render any provision of these Conditions ineffective in whole or in part, clause 24(e) applies to it, and the remainder of these Conditions continues in full force.

(h) Unlimited items. The Supplier’s liability under clauses 3(g)(vi), 11(g), 12(h), 16(i), 17(o), 18(k) and 20(a) is unlimited in amount and duration, and clause 21(i) does not apply to it. No other indemnity given under the Contract, and in particular no indemnity given under clause 4(i)(ii), of itself removes any liability from the cap in clause 21(i), although a liability listed in clause 21(a) remains outside that cap however it arises. The Supplier’s liability for a breach of the Contract that falls neither within one of the indemnities listed in this clause nor within clause 21(a) is liability in damages under clause 21(b) and is subject to that cap, and no indemnity given under the Contract operates to take it outside that cap.

(i) Supplier’s liability cap for other breaches. Except in respect of a liability listed in clause 21(a) or clause 21(h), the Supplier’s total liability to the Company and the Group for all claims arising under or in connection with the Contract does not exceed the greater of: (i) the Price of the Goods and Services under the Order to which the claim relates; and (ii) the total amount paid and payable by the Company and the Group to the Supplier under all Orders in the twelve (12) months immediately preceding the date on which the claim first arose. This clause does not limit the Supplier’s liability for death or personal injury, fraud, product liability, breach of clause 15, 16, 17 or 18, any indemnity listed in clause 21(h), wilful misconduct, deliberate breach or abandonment of performance, or any matter listed in clause 21(a), in each of which cases the Supplier’s liability is unlimited. The Parties intend that this clause operates on the Supplier’s liability in damages for breach of the Contract, that it is not displaced by any indemnity other than those listed in clause 21(h), and that the Company’s remedies under clauses 8, 9 and 10, and its rights of rejection, set-off and recovery, are unaffected by it.

22. Assignment and Subcontracting

(a) Company. The Company may at any time assign, transfer, novate, charge, mortgage, pledge, subcontract or otherwise deal with all or any of its rights or obligations under the Contract, including to any member of the Group or to any purchaser of its business, without the Supplier’s consent.

(b) Supplier. The Supplier may not assign, transfer, novate, charge, mortgage, pledge, declare a trust over or otherwise deal with any of its rights or obligations under the Contract without the Company’s prior Written consent, and clause 4(i) applies to any receivable owing to it. That consent must not be unreasonably withheld or delayed where the proposed assignee is a holding company or a wholly owned subsidiary of the Supplier that assumes the Supplier’s obligations in full, the Supplier remains liable for their performance, and the assignment does not give rise to a ground for termination under clause 13(b)(v) or clause 22(d).

(c) Subcontracting. The Supplier may not subcontract the manufacture of the Goods, or any material part of the performance of the Services, without the Company’s prior Written consent. Consent does not relieve the Supplier of any obligation or liability, and the Supplier remains fully responsible for the acts and omissions of every subcontractor as if they were its own. The Supplier must flow down to each subcontractor obligations no less protective of the Company than clauses 3(g), 5, 6, 9, 11, 15, 16, 17, 18 and 19, and must procure for the Company the right to enforce them directly or to have them assigned or novated to the Company on termination.

(d) Change of control. The Supplier must notify the Company in Writing within five (5) Business Days of any change in control of the Supplier, any sale or disposal of a material part of its business or of the business unit performing the Contract, or any change in the ownership or control of any facility at which the Goods are manufactured. Control means the power of a Person, whether by the ownership of shares, by contract, or otherwise, to secure that the affairs of the Supplier are conducted in accordance with that Person’s wishes. Where the Company reasonably considers that the change adversely affects the Supplier’s ability to perform, presents a conflict of interest, or presents a Trade Controls, security, origin or compliance risk, the Company may terminate the Contract immediately by Written notice without liability.

(e) Group Orders. Each Order issued by a member of the Group forms a separate Contract between that member and the Supplier on these Conditions, and no member of the Group is liable for the obligations of any other. Rights expressed to be for the benefit of the Group are enforceable by the Company on behalf of the relevant member, and clause 24(b) applies. Where an Order is issued by a member of the Group that is established in a Member State or elsewhere outside the United Kingdom, these Conditions apply to it with the necessary changes, but the allocation of importer and exporter roles in clause 7(c), and the United Kingdom product, customs and tax provisions in clauses 3, 6, 11 and 17, apply only where the Goods are imported into the United Kingdom; the Order must state the corresponding allocation where they are not.

23. Notices

(a) Form and delivery. A notice under the Contract must be in Writing and delivered personally, sent by international courier, sent by prepaid registered or recorded post with acknowledgement of receipt, or sent by email to the address specified in this clause.

(b) Addresses. Notices to the Company must be sent to ScaleFibre UK Ltd, 2 Frederick Street, Kings Cross, London WC1X 0ND, United Kingdom, marked for the attention of Legal, with a copy by email to legal@scalefibre.com. Notices to the Supplier must be sent to the address or email address stated in its quotation, in its acceptance of the Order, or otherwise notified to the Company in Writing, and, where the Supplier has appointed an agent under clause 19(i)(ii), may also be sent to that agent.

(c) Deemed receipt. A notice is deemed received: (i) if delivered personally or by courier, when left at the relevant address, or on the date recorded by the courier as the date of delivery; (ii) if sent by post, five (5) Business Days after posting where the sender and the recipient are in different countries, and two (2) Business Days after posting where they are in the same country; and (iii) if sent by email, on the day of successful transmission where sent before 16:00 on a Business Day at the recipient’s location, and otherwise on the next Business Day. A notice is not deemed received under paragraph (iii) where the sender receives an automated message indicating that the email was not delivered.

(d) Excluded means. A notice is not validly given if sent only through an electronic portal operated by the Supplier, or by any automated system message.

(e) Operational communications. Delivery schedules, forecasts, call-offs, shipping documents, Statements on Origin, quality notifications and other operational communications may be given by the means the Parties adopt in practice and are not required to comply with this clause 23, but any notice of breach, rejection, Recall, suspension, cancellation, termination, dispute or arbitration must comply with it.

(f) Language. All notices, documentation, certificates, declarations, instructions, labelling and correspondence under the Contract must be in English, unless the Order or applicable law requires another language, in which case an English translation must also be provided. Where the law of the Supplier’s Member State requires a notice, instruction or document to be given in the official language of that State in order to be effective, the Party giving it must provide that language version in addition to the English version, and in the event of any inconsistency the English version prevails as between the Parties.

(g) Service of process. This clause 23 does not govern the service of process, which is governed by clause 25(j) and by clause 19(i)(ii).

24. General

(a) Relationship. Nothing in the Contract creates a partnership, joint venture, agency, franchise or employment relationship between the Parties. Neither Party has authority to pledge the credit of, make any representation on behalf of, or contract on behalf of, the other. No Supplier Personnel are to be treated as employees of the Company by reason only of the Contract. In particular, and as clause 7(c)(v) states, neither Party is the customs representative of the other.

(b) Third party rights. The Contract confers no right on any Person other than the Parties, except that each member of the Group and, where expressly stated, each Customer, may enforce the benefit of clauses 3(g)(vi), 9(f), 11(g), 16(h), 16(i), 17(o), 18(k) and 20 to the extent expressed to be for its benefit. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Contract, save that it applies to those clauses, each of which is a term purporting to confer a benefit on, and is enforceable by, each Person and each member of a class of Persons identified in it. For the purposes of section 2(3)(a) of that Act, the Parties may rescind or vary the Contract, or any term of it, by agreement between them at any time, without the consent of any third party, whether or not that third party has assented to, relied on or been made aware of the term. In addition, and because the Company cannot be certain that a court or tribunal applying the law of a Member State would give effect to that Act, the Company additionally takes the benefit of each of those clauses as agent for, and holds it on trust for, each member of the Group and each Customer expressed to have the benefit of it, and may enforce it on their behalf; and the Supplier covenants directly with the Company for the benefit of each of them. The Company holds each such benefit on terms permitting it to decide whether, when and how to enforce it, and to vary, waive, release, compromise, settle or assign the benefit or any claim under it, in each case as it thinks fit and having regard to its own commercial interests, which it may prefer to the interests of any beneficiary, and without being obliged to consult or to obtain the consent of any beneficiary. The Company is not liable to any beneficiary for any loss arising from an exercise or non-exercise of that discretion in good faith. The Company must nevertheless act honestly and in good faith in the exercise of that discretion, and must account to a beneficiary for so much of any proceeds of enforcement as it actually recovers in respect of that beneficiary’s loss and not in respect of its own; those duties are enforceable by the beneficiary, and the Parties intend them to constitute the irreducible core of obligation without which no trust arises. The Parties acknowledge that the principal mechanism by which a member of the Group takes the benefit of these Conditions is clause 22(e), under which each Order issued by a member of the Group forms a separate Contract between that member and the Supplier as principal, and that the direct covenant and the trust stated in this clause operate in support of, and not in substitution for, that mechanism and the statutory opt-in stated above. Only the Parties may vary or rescind the Contract, and no consent of any third party is required.

(d) Waiver. No forbearance, delay or indulgence by the Company in enforcing the Contract prejudices or restricts its rights. No waiver of a breach operates as a waiver of any subsequent breach. A waiver is effective only if in Writing and signed by an Authorised Officer. The Company’s rights and remedies are cumulative.

(e) Severability and reading down. If any provision of the Contract is held illegal, invalid or unenforceable in whole or in part, whether under English law or under any mandatory rule applying by reason of clause 25(b), that provision applies with the minimum modification necessary to make it legal, valid and enforceable, or, if that is not possible, is severed, and the remaining provisions and the remainder of that provision remain in full force and effect. The Parties will negotiate in good faith to replace any severed provision with a valid provision achieving as nearly as possible the same commercial result.

(f) Variation. The Contract may only be varied by a written instrument referring to this clause 24(f) and signed by an Authorised Officer, or by a Change Order issued under clause 12(a). No course of dealing, course of performance or usage of trade varies the Contract, and the Parties exclude, to the fullest extent permitted, any rule under which a contract may be varied by conduct alone.

(g) Order of precedence. In the event of conflict between the documents forming the Contract, the order of precedence is: (i) any special conditions expressly agreed in Writing and signed by an Authorised Officer; (ii) these Conditions; (iii) the Order; and (iv) any other document expressly stated in the Order to form part of the Contract.

(h) Entire agreement. These Conditions, together with the Order and any document stated in the Order to form part of the Contract, constitute the entire agreement between the Parties relating to its subject matter and supersede all prior agreements, statements, representations, understandings, negotiations and discussions, whether oral or written. Each Party acknowledges that it does not rely on, and has not been induced to enter into the Contract by, any statement, representation, warranty or understanding made before the Contract except to the extent incorporated into it. This clause does not exclude, and the Company expressly preserves, the express warranties and representations given by the Supplier in these Conditions, in the Specification and in any datasheet or published specification incorporated by the definition of Specification. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

(i) Counterparts and electronic execution. The Contract may be entered into and executed in counterparts, including by electronic signature and by exchange of email, all of which constitute one agreement. Under English law an electronic signature is capable of satisfying a statutory or contractual requirement for a signature, and section 7 of the Electronic Communications Act 2000 provides for the admissibility of an electronic signature. In the Union, Regulation (EU) No 910/2014 on electronic identification and trust services, as amended, provides that an electronic signature is not to be denied legal effect solely because it is in electronic form, and that a qualified electronic signature has the equivalent legal effect of a handwritten signature. No Order, Change Order or variation of these Conditions need be executed as a deed, witnessed or notarised. Where the Company requires a document to be executed as a deed under English law, the Supplier must comply with the execution, witnessing and delivery requirements the Company notifies, and where the Supplier is a company incorporated outside the United Kingdom it must execute in a manner effective under the law of its place of incorporation and must provide evidence of the signatory’s authority on request. Where the law of the Supplier’s Member State requires a qualified electronic signature, a notarial act or another formality for a particular instrument, the Supplier must satisfy that requirement at its own cost.

(j) Further assurance. Each Party must promptly do all things and execute all documents reasonably necessary to give full effect to the Contract.

(k) Costs. Each Party bears its own costs of negotiating and entering into the Contract. To the extent permitted by law, a Party that succeeds in enforcing a right or recovering an amount owing under the Contract is entitled to recover from the other Party its reasonable costs of doing so, including legal costs, and this clause operates equally in favour of each Party. This clause does not limit clause 4(g) or clause 25(i).

(l) Non-solicitation. During the term of the Contract and for twelve (12) months after it ends, the Supplier must not solicit for employment or engagement any employee of the Company with whom it has had contact in connection with the Contract, other than through a general advertisement not targeted at that person. The Parties acknowledge that suitably qualified engineering, quality, technical support and supply chain personnel are scarce, that the Company has a legitimate interest in the continuity of its workforce and in protecting its investment in training and accreditation, and that the period and scope of this restraint are reasonable and go no further than is necessary to protect that interest. If the restraint would otherwise be void as an unreasonable restraint of trade, it applies with the period reduced successively to nine (9) months, six (6) months and three (3) months, and with its scope limited to those individuals with whom the Supplier had direct contact, until it is valid and enforceable. This clause does not apply to the extent that it would infringe Article 101 of the Treaty on the Functioning of the European Union or Chapter I of the Competition Act 1998, and clause 24(m) applies.

(m) Competition law. Nothing in the Contract is intended to have, and no provision of the Contract is to be given, an object or effect that restricts, prevents or distorts competition contrary to Article 101(1) of the Treaty on the Functioning of the European Union, to Chapter I of the Competition Act 1998, or to any equivalent national provision. Any provision that would have that object or effect is severed to the extent necessary under clause 24(e), and the remainder of the Contract continues in full force. Nothing in the Contract restricts the Supplier’s freedom to determine the prices at which it sells to any other customer, or restricts the territories into which, or the customers to whom, it may sell.

(n) Set-off and payments free of deduction. All amounts payable by the Supplier to the Company under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding, except any deduction or withholding required by law, in which case the Supplier must gross up the payment so that the Company receives the amount it would have received had no deduction or withholding been required.

(o) What the Supplier must provide before its first Order. For convenience, and without limiting any other provision, the Supplier must provide the following before the Company issues its first Order or, where a provision so states, within the period that provision allows: (i) the signed approval block under clause 2(m); (ii) its VAT identification number, its exporter identification number and, where clause 3(g)(ii) requires one, its registered exporter number; (iii) confirmation of the route to conformity it relies on for each product under clause 17(j)(i), with the declarations and technical documentation clause 17(j) requires; (iv) the substance and chemical information under clause 17(j)(iii), and any appointment of an only representative under clause 17(j)(iii)(D); (v) the network and supply chain security representation under clause 17(h); (vi) certificates of currency for the insurance required by clause 19, with confirmation under clause 19(b) that the cover responds in the United Kingdom; (vii) where clause 19(i) applies, the security and the appointment of a process agent in England or Wales that it requires; and (viii) the notifications that clause 3(g)(vii), clause 4(c)(i) and clause 17(j)(v) require it to give before it accepts an Order, so far as they apply. A failure to provide any of them does not affect the formation of a Contract under clause 2(c), but is a breach of the provision that requires it.

25. Governing Law, Arbitration and Disputes

(a) Governing law. The Contract, and any non-contractual obligation arising out of or in connection with it, is governed by and construed in accordance with the law of England and Wales, excluding its conflict of laws rules. The choice of law for contractual obligations is made under Article 3 of Rome I. The choice of law for non-contractual obligations is made under Article 14 of Regulation (EC) No 864/2007 and takes effect only to the extent that Article permits, the Parties acknowledging that Article 14(1)(b) requires an agreement made before the event giving rise to the damage to have been freely negotiated. Where the choice does not take effect in respect of a non-contractual obligation, the law applicable to that obligation is determined by that Regulation.

(b) Effect and limits of the choice of English law. The Parties have chosen English law because the Company is incorporated and established in England and Wales, contracts on these Conditions with suppliers in a number of Member States, and requires a single governing law for its standard purchase order terms. The Parties acknowledge and agree that:

(i) under Article 3(3) of Rome I, where all other elements relevant to the situation at the time of the choice are located in a country other than England, the choice of English law does not prejudice the application of provisions of the law of that country which cannot be derogated from by agreement;

(ii) under Article 3(4) of Rome I, where all other elements relevant to the situation at the time of the choice are located in one or more Member States, the choice of English law does not prejudice the application of provisions of Union law, where appropriate as implemented in the Member State of the forum, which cannot be derogated from by agreement;

(iii) under Article 9 of Rome I, the choice of English law does not restrict the application of the overriding mandatory provisions of the law of the forum, and effect may be given to the overriding mandatory provisions of the law of the country in which the obligations arising out of the Contract have to be or have been performed, in so far as those provisions render performance unlawful;

(iv) the provisions most likely to apply notwithstanding the choice are those implementing the Late Payment Directive (as clauses 4(c)(i) and 4(g) address), those governing the effectiveness of a proprietary right against third parties (as clause 7(i)(v) addresses), those restricting the operation of an ipso facto clause in insolvency (as clause 13(h) addresses), those requiring the specific approval of onerous standard terms (as clause 2(m) addresses), those governing inventor remuneration and moral rights (as clauses 16(c)(ii) and 16(c)(iv) address), those controlling the content of standard business terms (as clause 21(g) addresses), and the Trade Controls and product, chemical and customs regimes referred to in clauses 3 and 17; and

(v) where any such provision applies, it prevails over any inconsistent provision of these Conditions, that provision is read down to the extent necessary under clause 24(e), and the remainder of these Conditions continues in full force.

(c) Arbitration. Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity, formation, breach or termination, is to be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. The seat of the arbitration is London, England. The number of arbitrators is one (1), unless the amount in dispute exceeds EUR 1,000,000, in which case the number of arbitrators is three (3). The language of the arbitration is English. The law governing this arbitration agreement is the law of England and Wales, whether or not that is the law governing the remainder of the Contract, and the Parties record that section 6A of the Arbitration Act 1996, inserted by the Arbitration Act 2025 and in force from 1 August 2025, provides for that result by reference to the seat in the absence of express agreement. The Arbitration Act 1996, as amended by the Arbitration Act 2025, applies to the arbitration. The tribunal has power to order the production of documents, to grant interim and conservatory measures, to order specific performance, and to award interest and costs. The Parties agree that the arbitration is confidential in accordance with the Rules and that neither Party may disclose the existence of the arbitration, the proceedings, any material produced in them or the award, except to the extent clause 15(c) or clause 15(d) permits, or as necessary to enforce, challenge or comply with the award, or to obtain or maintain insurance or funding. The Parties further agree that arbitrations commenced under these Conditions between the same Parties, whether arising under one Order or more than one, may be consolidated in accordance with the Rules, and each Party consents to that consolidation. Where the Company wishes a member of the Group that is a party to a separate Contract on these Conditions to be joined, the Company must procure that member’s written consent to the joinder, and the Supplier consents to the joinder of any member of the Group that has given that consent; nothing in this clause purports to bind a member of the Group that is not a party to the Contract. The award is final and binding, and the Parties agree that it may be recognised and enforced in any jurisdiction in which recognition or enforcement is sought, subject to and in accordance with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards done at New York on 10 June 1958, to which the United Kingdom and every Member State are parties and which is given effect in the United Kingdom by Part III of the Arbitration Act 1996, and the law of that jurisdiction. The Parties waive any right of appeal on a point of law under section 69 of the Arbitration Act 1996 to the fullest extent that section permits.

(d) Proceedings before national courts. Despite clause 25(c):

(i) either Party may apply to any court of competent jurisdiction for interim, protective or conservatory measures, including an order preserving evidence, restraining the removal, concealment, disposal or deterioration of Goods or of the Company’s property, freezing assets, or protecting Confidential Information or Intellectual Property Rights, and an application for such measures is not incompatible with, and does not waive, the arbitration agreement in clause 25(c); and

(ii) the Company may bring proceedings, in the courts of the place where the Supplier is established, where any of the Supplier’s assets are located, or where the Goods or the Company’s property are located, and in any other court of competent jurisdiction, for: (A) the recovery of any amount that is due and payable and that the Supplier has not disputed in good faith; (B) the recovery, delivery up or preservation of Goods, tooling, free issue materials or other property of the Company; and (C) the enforcement or recognition of an award made under clause 25(c).

Paragraph (ii) confers a right on the Company only. Except as provided in paragraph (i), the Supplier may not commence or continue proceedings on the merits before any national court, and the arbitration agreement in clause 25(c) is exclusive as against the Supplier. If paragraph (ii), or the asymmetry of this clause, is held invalid or unenforceable in any forum, that holding does not affect the arbitration agreement in clause 25(c), which continues to apply to all disputes as an agreement to arbitrate binding on both Parties; clause 24(e) applies to the severance. Where a claim within paragraph (ii) is disputed on grounds going to the merits, either Party may require that it be determined under clause 25(c). The commencement of proceedings under paragraph (ii) does not waive the arbitration agreement in respect of any other dispute. Each Party waives any objection to venue and any defence of forum non conveniens in respect of proceedings properly brought under this clause.

(e) Why arbitration. The Parties record the reason for choosing arbitration rather than the jurisdiction of the English courts. The United Kingdom is no longer a party to Regulation (EU) No 1215/2012 or to the Lugano Convention, and the recognition and enforcement of an English judgment in a Member State is not assured: the Convention of 30 June 2005 on Choice of Court Agreements applies only to an exclusive choice of court agreement, and the Convention of 2 July 2019 on the Recognition and Enforcement of Foreign Judgments in Civil or Commercial Matters, which entered into force for the United Kingdom on 1 July 2025, applies only within its own scope and jurisdictional filters, confers no jurisdiction, contains no rule for competing proceedings, and applies only to proceedings instituted on or after that date as between the United Kingdom and the Union. Nor has the United Kingdom acceded to the Lugano Convention, the European Union having withheld its consent to that accession. An arbitral award, by contrast, is recognised and enforced in every Member State under the New York Convention. The Company also requires an asymmetric right to bring recovery and protective proceedings where the Supplier and its assets are located, and such a right is not an exclusive choice of court agreement within the 2005 Convention and is of doubtful validity as a jurisdiction clause under the law of some Member States. Clause 25(c) and clause 25(d) are drafted to secure enforceability against a Supplier established in the Union while preserving that right.

(f) Continued performance. The Supplier must continue to perform the Contract in accordance with its terms while any dispute is being resolved, and may not suspend or delay performance on account of a dispute.

(g) Dispute escalation. Before commencing arbitration, 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. If no meeting takes place within that period, or if the dispute is not resolved within thirty (30) days after the meeting, either Party may commence arbitration. This clause does not prevent either Party from seeking relief under clause 25(d), does not extend or suspend any limitation period except by written agreement, and compliance with it is not a condition of the tribunal’s jurisdiction.

(h) Limitation of actions. No period within which the Company may commence an action or an arbitration arising out of or relating to the Contract is reduced below the period provided by law, and any attempt by the Supplier to reduce that period, whether by its own terms or otherwise, is of no effect. Under English law the applicable periods are six (6) years from accrual of the cause of action for a claim on a simple contract under section 5 of the Limitation Act 1980, and twelve (12) years for a claim on a specialty, including a contract executed as a deed, under section 8 of that Act, in each case subject to the postponement of the period in a case of fraud, deliberate concealment or mistake under section 32 of that Act. The Company may under clause 24(i) require an Order, or a guarantee or other instrument given in support of it, to be executed as a deed, in which case the twelve (12) year period applies to it. An action or arbitration by the Company under any indemnity may be commenced within the period provided by law running from the date the Company discharges the liability to which the indemnity relates, and not from the date of the underlying breach. The Company does not agree to any shortening of any limitation period, and no notice requirement or time bar in any document of the Supplier operates to shorten one. Where a mandatory rule applying under clause 25(b) imposes a shorter period, that period applies to the claim to which it relates and to no other, and clause 9(c) and clause 9(d) apply to any obligation of examination or notice.

(i) Costs. In any arbitration or proceedings under this clause 25, the tribunal or court may award the successful Party its reasonable legal and other costs, and clause 24(k) applies.

(j) Service of process and of a request for arbitration. Each Party may be served with any document in proceedings under clause 25(d), and with a request for arbitration and any document in an arbitration under clause 25(c), at its address for notices in clause 23(b), by any means permitted by clause 23, and, in the case of the Supplier, on the agent appointed under clause 19(i)(ii), in each case in addition to any other method permitted by law or by the applicable rules. The Supplier irrevocably consents to service by those means.

(k) International conventions excluded. The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) does not apply to the Contract. The Parties record the following. The United Kingdom is not a Contracting State to that Convention, and the Convention would not apply under Article 1(1)(a). The Convention would not apply under Article 1(1)(b) by reason of the choice of English law, because English law is not the law of a Contracting State. The Convention could nevertheless apply if a court or tribunal were to determine the applicable law to be that of a Member State that is a Contracting State, whether by reason of a rule applying under clause 25(b), by reason of a finding that the choice of law in clause 25(a) is ineffective, or otherwise. The exclusion in this clause is intended to be complete and to operate in each of those cases, and is made under Article 6 of the Convention. The Company excludes the Convention because the Company acquires the Goods for resupply under long warranties, and because Article 38 and Article 39 of the Convention would require the Company to examine the Goods within as short a period as is practicable and to give notice of a lack of conformity within a reasonable time, and in any event within two (2) years of the date on which the Goods were actually handed over, in place of the inspection, Acceptance, rejection and Warranty Period regime the Parties have agreed in clauses 8 and 9. The Convention on the Limitation Period in the International Sale of Goods (New York, 1974) and its 1980 Protocol likewise do not apply to the Contract and are excluded; the United Kingdom is not a party to them, and several Member States are.

(l) Extraterritorial trade laws. Export control, sanctions and trade compliance laws of jurisdictions other than England and Wales may apply to the Contract, as set out in clause 17, and the choice of English law does not limit their application or the Supplier’s obligations under them.

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 registration number 16685020
2 Frederick Street, Kings Cross
London WC1X 0ND
United Kingdom

Standard Purchasing Terms – ScaleFibre UK Ltd (European Union)

1. Definitions and Interpretation

1.1 Definitions

1.2 Interpretation

2. Order Formation and Acceptance

3. Price, Taxes, Duties and Origin

4. Payment and Set-Off

5. Specification, Tolerances and Quality

6. Packaging, Labelling and Documentation

7. Delivery, Title, Risk and Roles at the Frontier

8. Inspection, Acceptance and Rejection

9. Supplier Warranties

10. Remedies, Rework and Repair

11. Product Safety, Recall and Traceability

12. Change Orders, Cancellation and Suspension

13. Supplier Default and Termination

14. Force Majeure

15. Confidentiality

16. Intellectual Property

17. Compliance

18. Data Protection

19. Insurance

20. Indemnities

21. Limitation of Liability

22. Assignment and Subcontracting

23. Notices

24. General

25. Governing Law, Arbitration and Disputes

Information

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Standard Purchasing Terms – ScaleFibre UK Ltd (European Union)

1. Definitions and Interpretation

1.1 Definitions

1.2 Interpretation

2. Order Formation and Acceptance

3. Price, Taxes, Duties and Origin

4. Payment and Set-Off

5. Specification, Tolerances and Quality

6. Packaging, Labelling and Documentation

7. Delivery, Title, Risk and Roles at the Frontier

8. Inspection, Acceptance and Rejection

9. Supplier Warranties

10. Remedies, Rework and Repair

11. Product Safety, Recall and Traceability

12. Change Orders, Cancellation and Suspension

13. Supplier Default and Termination

14. Force Majeure

15. Confidentiality

16. Intellectual Property

17. Compliance

18. Data Protection

19. Insurance

20. Indemnities

21. Limitation of Liability

22. Assignment and Subcontracting

23. Notices

24. General

25. Governing Law, Arbitration and Disputes

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