Terms & Conditions - P&D Specialist Services

TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

1. INTERPRETATION

1.1. In these Conditions:

Applicable Law: means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local, national or international in any relevant jurisdiction.

Business Day: means a day other than a Saturday, Sunday or public holiday.

Conditions: means these terms and conditions as amended from time to time in accordance with Condition 16.

Contract: means the contract between the Supplier and the Customer for the supply of Services in accordance with Condition 2

Contract Price: means the price for the Services as set out in the Supplier’s Quotation. Customer: means the person or firm who purchases Services from the Supplier. Customer Default: has the meaning set out in Condition 4.2.

Customer Information: means the information received from the Customer against which the Supplier has issued a quotation and/or the Customer’s complete and accurate information provided within the Order to determine the Supplier’s contracted scope of work.

Data Protection Legislation: means, as binding on either party or the Services: (a) Regulation (EU) 2016/679 (EU GDPR); (b) the United Kingdom General Data Protection Regulation, Retained Regulation (EU) 616/679, (c) the Data Protection Act 2018; (d) any laws which implement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

Deliverables: means the deliverables set out in the Order which are produced by the Supplier for the Customer.

Force Majeure Event: means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract, including but not limited to acts of God, epidemic or pandemic (whether or not known as at the date hereof and whether or not declared prior to the date of the Order), strikes, lock outs, accidents, war, civil unrest, terrorism, threat of terrorism, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, government intervention, interruption, restrictions (including denial or cancellation of export or other licences) or failure of a utility service, fire, breakdown or plant or machinery, a worldwide market shortage of a given component, or shortage or unavailability of raw materials form a natural source of supply.

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

Order: means the Customer’s order for Services as set out in the Customer’s purchase order form or the Customer’s written acceptance of the Supplier’s Quotation, as the case may be.

Services: means the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification. Specification: means the description or specification of the Services provided in writing by the Supplier including any related plans and drawings and the Customer Information, if applicable.

Supplier: means the relevant P&D Specialist Services as set out in the Supplier Quotation.

Supplier Materials: means all materials, equipment, documents and other property of the Supplier.

Supplier Quotation: means the relevant quotation document sent by the Supplier in response to the initial enquiry setting out the Services that the Supplier will supply.

1.2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.3. Any words following the terms “including”, “include” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4. A reference to writing or written includes emails.

2. BASIS OF CONTRACT

2.1. These Conditions apply to and form part of the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2. The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification, including but not limited to site information, are complete and accurate.

2.3. The Order shall only be deemed to be accepted and the Contract shall (subject to Condition 2.4) come into existence when, either the Supplier issues a formal order confirmation, or when the Supplier commences work on the Order, whichever is the earlier. Once the Contract has come into existence, the Customer may not vary or cancel the Order unless expressly agreed in writing by the Supplier. In the event that the Supplier does accept the Customer’s request for a variation or cancellation, the Supplier may charge the Customer reasonable costs associated with doing so as the Supplier shall determine in its absolute discretion. When accommodating a variation, the Supplier may also amend the Contract Price and any delivery dates as it deems necessary in order to accommodate such variation.

2.4. In the event that the Supplier Quotation specifies that the Contract will become effective upon the completion of specific actions to be undertaken by the parties, the Contract shall become binding on the date on which the specific requirements have been met in their entirety.

2.5. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions

2.6. The Supplier may rely upon the accuracy of the Customer Information in preparing their quotation. Any resultant variation required to the Supplier’s scope of work arising from insufficient or inaccurate Customer Information shall be handled as a Contract amendment and the Contract Price shall be so uplifted.

2.7. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.8. Any quotation given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of thirty (30) days from its date of issue or as otherwise specified in the Supplier Quotation.

3. SUPPLY OF SERVICES

3.1. The Supplier shall supply the Services to the Customer in accordance with the Supplier Quotation in all material respects. The Supplier shall be responsible for any Sub-supplier or nominated qualified representative appointed by the Supplier to perform the Services.

3.2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Supplier Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3. The Supplier shall have the right to make any changes to the Services that are necessary to comply with any Applicable Law or regulatory requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, s13 and that the Services performed and the Deliverables supplied shall be free from material defects at completion of the Services. Except as set out in this Condition 3.4, the Supplier gives no warranty and makes no representations in relation to the Services and the conditions implied by the Supply of Goods and Services Act 1982 ss12-16 are expressly excluded.

3.5. The Supplier shall in its discretion and at its own expense repair, re-do or otherwise make good any defects in the Services that are due to the Supplier’s negligence or failure to comply with its obligations under the Contract provided that any defects are notified to the Supplier by the Customer within three (3) months of performance of the relevant Services. The remedies set out in this Condition 3.5 shall be the Customer’s exclusive remedies in respect of any defects in the Services.

3.6. The Supplier reserves the right, acting reasonably to amend the Contract Price, the Services and any provision of these Conditions which it considers necessary, including without limitation where one of the following occurs:

3.6.1. any increase in costs beyond the Supplier’s control (including adverse foreign exchange

3.6.2. fluctuations, increases in taxes and duties, and increases in the costs of labour, raw materials (as indicated by the London Metal Exchange Index) and / or other manufacturing costs);

3.6.3. where additional work is required as a necessity beyond the defined scope 1) having been

excluded in the Supplier Quotation by defined assumptions or exclusions and or 2) for a variation

(whether in accordance to general Civil Works methodology) as a circumstance at site;

3.6.4. any modification is required which does not materially affect the nature or performance 3.6.5. of the Services; or

3.6.6. if any information or goods provided by the Customer are incorrect, inadequate or the

3.6.7. Customer fails to give the Supplier relevant information in a timely manner.

The Supplier shall notify the Customer in writing of the changes that are to be made to the Services in accordance with this Condition 3.6.

3.7. If the Services include repairing the Customer equipment (whether at the Customer’s site or otherwise), the price quoted for such repair of equipment is on the assumption that such equipment is capable of repair. If on inspection, this is found not to be the case or the amount of work is more than what was envisaged in the quotation, the Supplier will advise the Customer as soon as reasonably practicable and the Contract Price shall be amended accordingly.

3.8. Where the Services include the provision of goods, the terms and conditions for the supply of such goods shall be subject to the Supplier’s standard terms and conditions of sale of goods as found at need to reference P&D Terms and Conditions for the Supply of Goods Oct 2025.

4. CUSTOMER’S OBLIGATIONS

4.1. The Customer shall:

4.1.1. Co-operate with the Supplier in all matters relating to the Services;

4.1.2. the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;

4.1.3. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.1.4. prepare the Customer’s premises for the supply of the Services;

4.1.5. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

4.1.6. comply with all Applicable Laws, including health and safety, anti-bribery and corruption and modern slavery laws;

4.1.7. keep all Supplier Materials at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and

4.1.8. comply with any additional obligations as set out in the Specification.

4.2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

4.2.1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

4.2.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Condition 4.2; and

4.2.3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5. PRICE AND PAYMENT

5.1. The price for the Services shall be the Contract Price. Unless where otherwise provided all prices are in Great British Pounds Sterling.

5.2. Unless otherwise set out in the Supplier Quotation, the Customer shall pay each invoice submitted by the Supplier:

5.2.1. within thirty (30) days of the date of the invoice; and

5.2.2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

5.3. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax, or any equivalent sales tax or withholding tax within the country the Services are being provided, chargeable from time to time (VAT). Where any taxable supply for VAT or other Governmental fiscal purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of such a valid invoice from the Supplier, pay to the Supplier such additional amounts in respect of taxation as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.4. If the Customer fails to make a payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under Condition 9, the Customer shall pay interest on the overdue sum at the rate of 4% per cent per annum above the Bank of England’s base rate

from time to time, but at 4% a year for any period when that base rate is below 0%. Such interest shall accrue on a daily basis from the due date until payment of the overdue sum, whether before or after judgment. The Customer shall pay interest together with the overdue amount.

5.5. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer), including the Supplier Materials shall be owned by the Supplier.

6.2. In consideration of the Contract Price the Supplier grants to the Customer a non-exclusive, nontransferable licence to use, for the purposes of the Contract, the Intellectual Property Rights specified in Condition 6.1.

6.3. The Customer acknowledges that, in respect of any third-party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to licence such rights to the Customer. The Customer shall not sub-license, assign or otherwise transfer the rights granted in this Condition 6.3.

6.4. The Customer shall grant to the Supplier a non-exclusive, non-transferable licence to use, for the purposes of the Contract, the Intellectual Property Rights contained in the Customer Information.

6.5. The Customer shall hold the Supplier harmless regarding any claims, losses, and/or damages associated with the infringement of Intellectual Property Rights

7. DATA PROTECTION

7.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Condition 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

7.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Supplier shall not perform any service for the Customer which involves the transfer and processing of Customer’s personal data (as defined in the Data Protection Legislation (Personal Data)). Where the Supplier is performing the Services at the Customer’s premises or any such other location controlled by the Customer, the parties acknowledge that the Supplier may be required to provide Personal Data relating to those of its employees who will be engaged in the performance of the Services. In such event, the Supplier will be the controller of its employee Personal Data and the Customer will be the processor.

7.3. Without prejudice to the generality of Condition 7.1, and pursuant to Condition 7.2, the Customer shall, in relation to any Personal Data processed in connection with the performance by the Supplier of the Services:

7.3.1. process that Personal Data only as required by Applicable Laws. Where the Customer is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Customer shall promptly notify the Supplier of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Customer from so notifying the Supplier;

7.3.2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Supplier, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Personal Data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring

that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

7.3.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

7.3.4. and not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Supplier has been obtained and the following conditions are fulfilled:

7.3.4.1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

7.3.4.2. the data subject has enforceable rights and effective legal remedies;

7.3.4.3. the Customer complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;

7.3.4.4. the Customer complies with reasonable instructions notified to it in advance by the Supplier; and

7.3.4.5. with respect to the processing of the Personal Data;

assist the Supplier, at the Supplier’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and
notify the Supplier without undue delay on becoming aware of a Personal Data breach.

8. LIMITATION OF LIABILITY

8.1. Nothing in the Contract shall limit or exclude either party’s liability for:

8.1.1. death or personal injury caused by negligence;

8.1.2. fraud or fraudulent misrepresentation;

8.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979, section 2 of the Supply

of Goods and Services Act 1982, or section 8 of the Supply of Goods (Implied Terms) Act 1973; 8.1.4. liability for defective products under section 2 of the Consumer Protection Act 1987; or

8.1.5. any other losses which cannot be excluded or limited by Applicable Law.

8.2. Subject to Condition 8.1:

8.2.1. the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

8.2.2. the Supplier’s total liability in aggregate to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract Price.

8.3. All terms implied by Applicable Law are to the fullest extent permitted by law excluded from the Contract, including the Supplier terms implied by sections 3 to 5 of the United Kingdom’s Supply of Goods and Services Act 1982.

8.4. This Condition 8 shall survive termination of the Contract.

9. SUSPENSION OF SERVICES

9.1. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Conditions 10.2.1 to 10.2.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or the Supplier’s credit control department has placed the Customer’s account on ‘stop’.

10. TERMINATION

10.1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party three (3) months’ written notice.

10.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

10.2.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing to do so;

10.2.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.2.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business that would impact its ability to meet its obligations under the Contract; or

10.2.4. the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.3. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

10.3.1. the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 15 days after being notified in writing to make such a payment; or

10.3.2. there is a change of control of the Customer.

11. Consequences of Termination

11.1. On termination of the Contract:

11.1.1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

11.1.2. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose.

Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12. FORCE MAJEURE

12.1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract (other than the obligation to pay money) if such delay or failure results from+ a Force Majeure Event or from any other events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 120 days or more, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

13. ASSIGNMENT AND OTHER DEALINGS

13.1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

13.2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

14. CONFIDENTIALITY

14.1. Each party undertakes that it shall not at any time at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, or any other information that would regarded by a reasonable business person as confidential, except as permitted by Condition 14.2.

14.2. Each party may disclose the other party’s confidential information:

14.2.1. to its employees, officers, representatives, subcontractors or advisers (Representatives) who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that Representatives to whom it discloses the other party’s confidential information comply with this Condition 14; and

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

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

14.4. Each party recognises that any breach or threatened breach of this Condition 14 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

15. ENTIRE AGREEMENT

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

15.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

15.3. In the event of a conflict between the terms of the Contract and these Conditions, the terms of the Contract will prevail.

16. VARIATION

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. WAIVER

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

18. SEVERANCE

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition 18 shall not affect the validity and enforceability of the rest of the Contract.

19. NOTICES

19.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing addressed to that party at its registered office (if a company) or its principal place of business (in any other case) or such other address (which may include an email address) as that party may have specified to the other party in writing in accordance with this Condition 19 and shall be delivered personally, sent pre-paid first class post or other next working day delivery service, commercial courier;

19.2. Any notice or communication shall be deemed to have been received if delivered personally when left at the address referred to in Condition 19.1; if sent by pre paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or if sent by email, at the time of transmission, or, if this time falls outside of business houses in the place of receipt, when business hours resume.

19.3. The provisions of this Condition 19 do not apply to the service of any proceedings or other documents in any legal action.

20. THIRD PARTY RIGHTS

20.1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

20.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

21. GOVERNING LAW

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

22. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

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1. INTERPRETATION

1.1. In these Conditions:

Applicable Law: means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction.

Business Day: means a day other than a Saturday, Sunday or public holiday.

Conditions: means the terms and conditions set out in this document as amended from time to time in accordance with Condition 16.

Contract: means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with Condition 2.3. Contract

Price: means the price for the Goods as set out in the Supplier’s quotation.

Customer: means the person or firm who purchases the Goods from the Supplier. Customer

Information: means the information received from the Customer against which the Supplier has issued a quotation and/or the Customer’s complete and accurate information provided within the Order to determine the Supplier’s contracted scope of work.

Data Protection Laws: means, as binding on either party or the Goods: (a) Regulation (EU) 2016/679 (EU GDPR); (b) the United Kingdom General Data Protection Regulation, Retained Regulation (EU) 2016/679 (UK GDPR), (c) the Data Protection Act 2018; (d) any laws which implement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

Force Majeure Event: means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract, including but not limited to acts of God, epidemic or pandemic (whether or not known as at the date hereof, or whether or not declared prior to the date of the Order), strikes, lock outs, accidents, war, civil unrest, terrorism, threat of terrorism, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, government intervention, interruption, restrictions (including denial or cancellation of export or other licences) or failure of a utility service, fire, breakdown or plant or machinery, a worldwide market shortage of a given component, or shortage or unavailability of raw materials from a natural source of supply.

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

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

Order: means the Customer’s order for the Goods, as set out in the Customer’s purchase order form or the Customer’s written acceptance of the Supplier’s quotation, as the case may be.

Specification: means any specification for the Goods, including any related plans and drawings, and the Customer Information if applicable.

Supplier: means P&D Specialist Services as set out in the Supplier’s quotation.

1.2. A reference to a statute or statutory provision is a reference to such statute or provision as amended or reenacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

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

1.4. A reference to writing or written includes emails.

2. BASIS OF CONTRACT

2.2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3. The Order shall be deemed to be accepted and the Contract shall (subject to Condition 2.4) come into existence when, either the Supplier issues a formal order confirmation, or when the Supplier commences work on the Order, whichever is the earlier. Once the Contract has come into existence, the Customer may not vary or cancel the Order unless expressly agreed in writing by the Supplier. In the event that the Supplier does accept the Customer’s request for a variation or cancellation, the Supplier may charge the Customer reasonable costs associated with doing so as the Supplier shall determine in its absolute discretion. When accommodating a variation, the Supplier may also amend the Contract Price and any delivery dates as it deems necessary in order to accommodate such variation.

2.4. In the event that the Supplier’s quotation specifies that the Contract will become effective upon the completion of specific actions to be undertaken by the parties, the Contract shall become binding on the date on which the specific requirements have been met in their entirety.

2.5. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.7. Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.8. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of thirty (30) days from its date of issue or as otherwise specified in the Supplier’s quotation.

3. GOODS

3.1. The Goods shall be manufactured according to Supplier’s standard processes and procedures including careful inspection, and where practicable, submitted to the Supplier’s standard tests before despatch. Any Customer witnessed tests and/or any Customer specific tests shall be quoted separately within the Supplier’s quotation and the Supplier shall invite the Customer to witness contracted tests giving a minimum seven (7) days’ written notice. In the event the Customer’s representative fails to attend on the due date, the Supplier shall perform the said test or inspection and the Goods shall be deemed automatically accepted if the Goods pass the test or inspection. If the performance figures obtained on any test provided are outside the limits specified in the Supplier’s quotation, the Customer is entitled to reject the Goods.

3.2. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s Intellectual Property rights arising out of or in connection with the Supplier’s use of the Specification. This Condition 3.2 shall survive termination of the Contract.

3.3. The Supplier hereby grants to the Customer a non-exclusive, non-transferable licence to enable the Customer to use the Goods to the fullest extent contemplated by the Contract.

3.4. The Supplier reserves the right, acting reasonably to make any amendments to the Goods and any provision of these Conditions which it considers necessary, including, without limitation, where one of the following occurs:

3.4.1. an amendment, substitution, variation, extension or change in or interpretation of Applicable Laws occurs;

3.4.2. any modification is required which does not materially affect the nature or performance of the Goods; or

3.4.3. if any information provided by the Customer is incorrect or the Customer fails to give the Supplier relevant information in a timely manner.

3.5. The Supplier shall notify the Customer in writing of the changes that are to be made to the Goods in accordance with Condition 3.4.

4. DELIVERY

4.1. The Supplier shall ensure that:

4.1.1. each delivery of the Goods is accompanied by a delivery note that shows all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable); and

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

4.2. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate instructions that are relevant to the supply of the Goods.

4.3. The Customer shall collect the Goods from the Supplier’s premises or at such other location as may be advised by the Supplier prior to delivery (Delivery Location) within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready.

4.4. Delivery is Ex-Works Incoterms 2020 at the Delivery Location unless otherwise specified in the Supplier’s quotation.

4.5. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s delay or failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6. If the Customer fails to take delivery in accordance with the terms of the Contract, within three (3) Business Days of the Supplier notifying the Customer that the Goods are available for delivery, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:

4.6.1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third (3rd) Business Day after the day on which the Supplier notified the Customer that the Goods were ready, and the Supplier will invoice for the Goods in accordance with Condition 7.4;

4.6.2. the Supplier shall arrange for the storage of the Goods on behalf of the Customer whereupon the Supplier shall notify the Customer of the rates for storage and any other associated costs which will be payable by the Customer for the period stated in Condition 4.6.1 until the Goods have left the Supplier’s premises (Storage Period). The Customer hereby warrants that it shall provide the Supplier with a purchase order to cover all such fees during the Storage Period. The Customer shall pay the Supplier’s invoice for the Storage Period in accordance with Condition 7.5; and

4.6.3. invoice the cost of freight when delivered if so instructed in writing by the Customer.

4.7. In the event that there are multiple deliveries agreed in the Contract, the Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. QUALITY

5.1. The Supplier warrants that on delivery, and for a period of twelve (12) months from the date of delivery (Warranty Period), the Goods shall:

5.1.1. conform in all material respects with their description and any applicable Specification;

5.1.2. be free from material defects in design, material and workmanship; and 5.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2. Subject to Condition 5.3, if:

5.2.1. the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranties set out in Condition 5.1;

5.2.2. the Supplier is given a reasonable opportunity of examining such Goods; and

5.2.3. the Customer (if asked to do so by the Supplier) shall return such Goods to the Supplier’s place of business then as the Customer’s sole and exclusive remedy, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3. The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in Condition 5.1 in any of the following events:

5.3.1. the Customer makes any further use of such Goods after giving notice in accordance with Condition 5.2;

5.3.2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions

as to the storage, commissioning, installation, integration, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

5.3.3. the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

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

5.3.5. the defect arises as a result of: fair wear and tear, inadequate products with which the Goods are integrated, inadequate utility services, wilful damage, negligence, or abnormal storage or working conditions.

5.4. Except as provided in this Condition 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Condition 5.1.

5.5. Except as provided in Condition 5.1, the Supplier gives no warranty and makes no representation in relation to the Goods and the Supplier shall not be under any liability whether in contract, tort or otherwise, in respect of defects in the Goods or for any injury (subject to Condition 10.1.1), damage or loss resulting from such defects or from any work done in connection therewith.

5.6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.7. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. TITLE AND RISK

6.1. The risk in the Goods shall pass to the Customer on completion of delivery, provided that where delivery has been delayed through the fault of either the Supplier or the Customer, the risk in the Goods is at the risk of the party in fault as regards to any loss which would not have occurred but for such failure.

6.2. Title to the Goods shall not pass to the Customer until the earlier of:

6.2.1. the Supplier receives payment in full (in cash or cleared funds) for the Goods; or

6.2.2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Condition 6.4.

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

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

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

6.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.3.4. notify the Supplier immediately if it becomes subject to any of the events listed in Condition 8.1; and

6.3.5. on reasonable notice, permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information relating to the Goods as the Supplier may request from time to time.

6.4. Subject to Condition 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time: P&D Specialist Services/T&Cs/Goods/Oct 2025

6.4.1. it does so as principal and not as the Supplier’s agent; and

6.4.2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Condition 8.1, then, the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately, and, without limiting any other right or remedy the Supplier may have the Supplier may at any time:

6.5.1. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

6.5.2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored and repossess them.

7. PRICE AND PAYMENT

7.1. The price of the Goods shall be the Contract Price. Unless where otherwise provided all prices are in Great British Pounds Sterling.

7.2. The Supplier may, by giving notice to the Customer at any time up to three (3) Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

7.2.1. any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in the costs of labour, raw materials (as indicated by the London Metal Exchange Index) and/ or other manufacturing costs);

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

7.2.3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3. The price of the Goods:

7.3.1. excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice;

7.3.2. excludes all taxes, duties and dues and VAT, applicable outside the UK, which the Customer shall additionally be liable to pay for export Contracts;

7.3.3. excludes the costs and charges of packaging, insurance and transport of the Goods unless otherwise agreed in writing.

7.4. The Supplier may invoice the Customer for the Goods in accordance with the Supplier’s quotation or at any time after the completion of delivery.

7.5. The Customer shall pay the invoice in full and in cleared funds within thirty (30) days of the date of the invoice or as specified within the Supplier’s quotation. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.

7.6. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, the Supplier may at its option require:

7.6.1. the Customer to pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the date of the invoice until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount;

7.6.2. suspend any further activity against the Contract whilst the debt remains outstanding; and

7.6.3. reschedule any further performance, according to the other commitments that the Supplier has, but with a permitted slippage of at least the same period as the delay in effecting payment, without incurring any liability to the Customer, as a consequence of such delay.

7.7. The Supplier may suspend the Contract in the event that the Customer’s account has been place on a “stop” by the Supplier’s credit control department.

7.8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the customer.

8. TERMINATION

8.1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

8.1.1. the Customer has failed to pay any amount due under the Contract on the due date for payment;

8.1.2. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing to do so;

8.1.3. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

8.1.4. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

8.1.5. the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.2. Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Condition 8.1.1to Condition 8.1.5, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

8.3. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier:

8.3.1. all of the Supplier’s outstanding unpaid invoices and interest;

8.3.2. all costs associated with any work in progress or any actual or committed costs incurred by the Supplier up to the date of termination.

8.4. On termination the Customer shall return all the Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until

they have been returned, the Customer shall be solely responsible for the safe keeping of the Goods and will not use them for any purpose not connected with this Contract.

8.5. Termination of the Contract shall not affect either of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

8.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. INSURANCE

The Customer shall have in place contracts of insurance with reputable insurers to cover its obligations under the Contract. On request, the Customer shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable.

10. LIMITATION OF LIABILITY

10.1. Nothing in these Conditions shall limit or exclude the either party’s liability for:

10.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

10.1.2. fraud or fraudulent misrepresentation; or

10.1.3. any other losses which cannot be excluded or limited by Applicable Law.

10.2. Subject to Condition 10.1:

10.2.1. the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

10.2.2. the Supplier’s total liability in aggregate to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract Price.

11. FORCE MAJEURE

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract (other than the obligation to pay money) if such delay or failure results from a Force Majeure Event. The party affected by the Force Majeure Event shall promptly notify the other party in writing when such event causes, or is likely to cause, a delay or failure in performance, and when it ceases to do so. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one hundred and twenty (120) days or more, the party not affected may terminate this Contract by giving thirty (30) days’ written notice to the affected party.

12. ASSIGNMENT AND OTHER DEALINGS

12.1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Contract.

12.2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Contract without the prior written consent of the Supplier.

13. CONFIDENTIALITY

13.1. Each party undertakes that it shall not at any time during this Contract, and for a period of five (5) years after termination of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by Condition 13.2 (Confidential Information). For the purposes of this Condition, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

13.2. Each party may disclose the other party’s confidential information:

13.2.1. to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this Condition 13; and

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

13.3. No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

13.4. Upon termination of this Contract, the receiving party of the Confidential Information (Receiving Party) shall at its own costs destroy all documents and materials containing such Confidential Information together with all copies and reproductions thereof and expunge all Confidential Information from any computer, word processor or other similar device into which it was programmed by the Receiving Party. 13.5. Notwithstanding Condition13.4, the Receiving Party shall be entitled to retain copies of the Confidential Information for purposes or internal procedures or where required to do so pursuant to any legal or regulatory requirements, which shall remain confidential and subject to the provisions of this Condition 13.

14. DATA PROCESSING

The Parties acknowledge that the Supplier may process personal data in connection with this Contract. The Parties further acknowledge and agree that for the purposes of this Contract, the Customer is the Data Controller and the Supplier is the Data Processor (both as defined in the Data Protection Laws) and each party is responsible for compliance with all obligations and duties under applicable Data Protection Laws in respect of any personal data which they may process under this Contract.

15. ENTIRE AGREEMENT

15.1. This Contract constitutes the entire contract between the parties and supersedes and extinguishes all previous contracts, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

15.3. In the event of a conflict between the terms of this Contract and these Conditions, the terms of this Contract will prevail.

16. VARIATION

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

17. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. SEVERANCE

If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of this Contract.

19. NOTICES

19.1. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address (which may include an email address) as that party

may have specified to the other party in writing in accordance with this Condition and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier.

19.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Condition 19.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or if sent by email, at the time of transmission, or, if this time falls outside of business hours in place of receipt, when business hours resume.

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

20. THIRD PARTY RIGHTS

No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

21. GOVERNING LAW

This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.