1. GENERAL 1.1 Definitions In these General Terms and Conditions: " Affiliate "    means,   in   relation   to   a   Party,   any   person   or   entity   that   directly   or   indirectly controls, is controlled by, or is under common control with that Party. " Applicable     Standards "     means     the     international,     national,     regional     or     industry standards   expressly   identified   in   the   Contract   or   which   are   mandatory   and   applicable   to the relevant Products or Services in the country of delivery or intended use. " Authorised Representative " means an individual authorised to legally bind a Party. " Buyer "    means   the   person,   firm   or   company   purchasing   Products   and/or   Services   from the Seller. " Business   Day "   means   a   day   other   than   a   Saturday,   Sunday   or   public   holiday   in   England on which banks in London are open for business. " Confidential   Information "   means   information   disclosed   by   one   Party   to   the   other Party,   whether   orally,   electronically,   in   writing   or   in   any   other   form,   which   is   designated as   confidential   or   which   reasonably   should   be   understood   to   be   confidential   having regard    to    its    nature    and    the    circumstances    of    disclosure,    including    the    terms    and conditions    of    the    Contract,    the    existence    and    details    of    any    project,    and    business, commercial,   product   design,   strategic,   financial,   pricing,   technical   and   other   sensitive information. " Contract "     means    the    contract    between    the    Seller    and    the    Buyer    for    the    sale    of Products   and/or   provision   of   Services,   comprising   the   Seller's   quotation,   the   Buyer's order,    the    Seller's    Order    Confirmation    and    these    Conditions,    together    with    any document expressly incorporated into the Contract. " Contract   Price "   means   the   agreed   price   stated   in   the   Contract   for   the   Products   and/or Services, including any adjustment made in accordance with the Contract. " Customer     Property "     means     any     equipment,     materials,     components,     products, drawings,   documentation   or   other   property   belonging   to   the   Buyer   or   a   third   party supplied to the Seller for the purposes of performing Services. " Force   Majeure   Event "   means   any   circumstance   beyond   the   reasonable   control   of   a Party,   including   war,   governmental   action,   acts   of   war,   terrorism,   explosion,   accident, civil    commotion,    riot,    industrial    dispute,    strike,    lockout,    fire,    flood,    natural    disaster, epidemic   or   pandemic,   shortage   or   restraint   of   labour,   sanctions,   export   restrictions, traffic   congestion,   mechanical   breakdown,   obstruction   of   public   or   private   roads   or highways,   utility   failure,   and   defects   or   delays   in   subcontractor   or   supplier   deliveries caused by circumstances beyond their reasonable control. " Incoterms    2020 "    means    the    international    commercial    terms    published    by    the International Chamber of Commerce in 2020. " IPR " means all intellectual property rights described in clause 12. " Order   Confirmation "   means   the   Seller's   written   confirmation   or   acceptance   of   the Buyer's order. " Other   Charges "   means   taxes,   duties,   customs   charges,   freight,   insurance   and   other charges   payable   in   connection   with   the   Products   or   Services   which   are   not   expressly included in the Contract Price. " Party " or " Parties " means the Seller and/or the Buyer as the context requires. " Products "     means     the     materials,     goods,     equipment,     components     and     products supplied by the Seller under the Contract. " Seller "    means    Cooper    Research    Technology    Limited    ("CRT"),    Unit    A    Albert    Court, Peashill Road, Ripley, DE5 3AQ, United Kingdom. " Services " means the services performed by the Seller under the Contract. " Variation "    means    any    change    requested    by    the    Buyer    to    the    Products,    Services, quantities,   specifications,   delivery   dates   or   other   requirements   after   the   Contract   has been formed. " VAT "    means    value    added    tax    or    any    similar    sales,    consumption    or    turnover    tax applicable to the Products or Services. " Warranty " means the warranty described in Schedule 1. 1.2 Singular and plural Definitions apply equally to the singular and plural forms of each term. 1.3 Writing References   to   "writing"   or   "written"   include   email   and   other   electronic   communications capable   of   being   retained   and   reproduced,   whether   or   not   signed,   unless   the   Contract expressly requires a signature. 1.4 Headings Titles   and   headings   are   for   convenience   only   and   shall   not   affect   the   interpretation   of these Conditions. 2. APPLICATION AND FORMATION OF CONTRACT 2.1 Application These   Conditions   apply   to   all   sales   of   Products   and   provision   of   Services   by   the   Seller unless expressly agreed otherwise in writing. 2.2 Quotations Any quotation issued by the Seller is an invitation to treat and not an offer. Unless   otherwise   stated,   quotations   remain   valid   for   30   days   from   the   date   appearing on the quotation and may be withdrawn or amended by the Seller before acceptance. Obvious    errors    or    omissions    in    a    quotation    shall    not    bind    the    Seller    and    may    be corrected by the Seller. 2.3 Buyer's order A   purchase   order   or   other   order   placed   by   the   Buyer   constitutes   an   offer   to   purchase Products and/or Services subject to these Conditions. The Seller may accept or reject any order at its discretion. A    Contract    shall    be    formed    only    when    the    Seller    issues    an    Order    Confirmation    or otherwise expressly accepts the Buyer's order in writing. 2.4 Acceptance The   Buyer   accepts   the   Order   Confirmation   by   confirming   it   in   writing   or   by   accepting delivery of the Products or performance of the Services. 2.5 Buyer's responsibility The   Buyer   shall   ensure   that   all   orders,   specifications,   instructions,   quantities,   delivery requirements and other information supplied to the Seller are complete and accurate. 2.6 Minimum order Unless   otherwise   agreed   in   writing,   a   minimum   Contract   value   of   £100   shall   apply. Minimum order quantities may apply to particular Products. 2.7 Exclusion of Buyer's terms These    Conditions    apply    to    the    exclusion    of    any    additional    or    inconsistent    terms proposed   by   the   Buyer,   including   terms   contained   in   a   purchase   order,   supplier   portal, tender document or Buyer's standard terms. No   such   terms   shall   bind   the   Seller   unless   expressly   agreed   in   writing   by   an   Authorised Representative of the Seller. 2.8 Order of precedence If   there   is   any   inconsistency   between   contractual   documents,   the   following   order   of precedence shall apply: 1 . a   document   expressly   signed   by   both   Parties   and   stating   that   it   overrides   these Conditions; 2 . the Seller's Order Confirmation; 3 . the Seller's quotation; 4 . these Conditions and Schedule 1. The   Seller's   Order   Confirmation   shall   prevail   over   these   Conditions   where   the   Order Confirmation expressly identifies the relevant provision as overriding them. 3. PRODUCTS, SERVICES AND SPECIFICATIONS 3.1 Product descriptions The   description,   part   numbers   and   specifications   of   the   Products   and   Services   shall   be those set out in the Seller's quotation or Order Confirmation. Drawings,   photographs,   catalogues,   advertising   material,   weights,   dimensions   and   other descriptions are approximate unless expressly identified as contractual specifications. 3.2 Buyer's responsibility for suitability The   Buyer   shall   determine   the   suitability   of   the   Products   and   Services   for   its   intended application. The   Buyer   shall   be   solely   responsible   for   the   accuracy   and   regulatory   compliance   of designs,   drawings,   specifications,   data   and   other   technical   requirements   supplied   by   or on   behalf   of   the   Buyer,   even   where   the   Seller   reviews,   inspects   or   comments   upon them. 3.3 Equivalent Products and substitution 3.3.1 Right to substitute The    Seller    may,    where    reasonably    necessary,    substitute    any    Product,    component, material,   part   or   other   item   specified   in   the   Contract   with   an   equivalent   or   substantially equivalent Product, component, material, part or item. The   Seller   may   exercise   this   right   where   the   original   Product,   component,   material   or part: 1 . has become obsolete; 2 . has been discontinued or withdrawn by its manufacturer; 3 . is no longer reasonably available; 4 . is affected by material supply-chain disruption or shortage; 5 . is affected by a material manufacturing or production change; 6 . is    subject    to    export    restrictions,    sanctions,    customs    restrictions    or    other regulatory restrictions; 7 . is no longer supported by its manufacturer or supplier; 8 .  cannot reasonably be supplied within the agreed delivery period; or 9 . cannot   reasonably   be   supplied   on   the   originally   agreed   commercial   terms   due   to circumstances outside the Seller's reasonable control.   3.3.2 Requirements for substitute Products Any substitute shall, so far as reasonably practicable: 1 0 . meet     or     exceed     the     applicable     technical     specification     and     performance requirements of the original; 1 1 . comply    with    all    Applicable    Standards    and    mandatory    laws    and    regulations applicable to the Product in the country of delivery or intended use; 1 2 . be fit for any intended purpose expressly agreed in writing by the Seller; 1 3 . not      materially      adversely      affect      the      safety,      performance,      functionality, compatibility or reliability of the Product; and 1 4 . be obtained from a reputable manufacturer or supplier. 3.3.3 Non-material substitutions The   Seller   may   make   a   substitution   without   obtaining   the   Buyer's   prior   consent   where the    substitution    does    not    materially    alter    the    agreed    specification,    performance, functionality, compatibility, safety or intended application of the Product. Where reasonably practicable, the Seller shall notify the Buyer of such substitution. 3.3.4 Material substitutions Where    a    proposed    substitution    would    materially    alter    the    agreed    specification, performance,   functionality,   compatibility,   safety   or   intended   application   of   the   Product, the    Seller    shall    notify    the    Buyer    and    obtain    the    Buyer's    written    approval    before implementing the substitution. The   Buyer   shall   not   unreasonably   withhold   or   delay   such   approval   where   the   proposed substitute satisfies clause 3.3.2. 3.3.5 Commercial effect A   substitution   made   in   accordance   with   this   clause   shall   not   constitute   a   breach   of Contract   or   entitle   the   Buyer   to   reject   the   Products,   provided   that   the   substitute   satisfies the requirements of this clause. Unless    otherwise    agreed    in    writing,    a    permitted    substitution    shall    not    result    in    an increase in the Contract Price solely because of the substitution. Where   a   proposed   substitute   would   materially   increase   the   Seller's   cost   of   manufacture or   supply,   the   Seller   may   notify   the   Buyer   of   the   additional   cost   before   proceeding,   and the resulting price adjustment shall be agreed before the substitution is implemented. 3.3.6 Warranty Any   substitute   Product   supplied   under   this   clause   shall   remain   subject   to   the   applicable Warranty. The   substitution   of   a   component,   material   or   part   shall   not,   of   itself,   invalidate   the Warranty. 3.4 Variations Any   Variation   requested   by   the   Buyer   after   formation   of   the   Contract   shall   be   subject   to the Seller's written acceptance. The   Seller   may   adjust   the   Contract   Price,   delivery   schedule   and   other   contractual   terms to reflect the Variation. The Buyer shall pay all reasonable additional costs arising from an accepted Variation. 3.5 Minor deviations Minor   deviations   from   specifications   which   do   not   materially   affect   the   performance, functionality   or   intended   use   of   the   Products   or   Services   shall   not   constitute   a   defect   or breach of Contract. The need for ordinary maintenance or overhaul shall not, of itself, constitute a defect. 3.6 Software and firmware Where   Products   incorporate   software   or   firmware,   the   Seller   does   not   warrant   that   the software: 1 5 . will meet requirements not expressly agreed by the Seller; 1 6 . will operate in every combination or environment selected by the Buyer; or 1 7 . will operate uninterrupted or entirely free from errors. The   Buyer   remains   responsible   for   determining   whether   results   produced   by   software meet its particular requirements. The   Seller   may   update   or   replace   software   or   firmware   where   reasonably   necessary   to maintain   compatibility,   address   security   or   technical   issues,   correct   errors,   comply   with applicable   law   or   standards,   or   maintain   functionality,   provided   that   such   update   or replacement    does    not    materially    reduce    the    functionality    expressly    agreed    in    the Contract. 4. DELIVERY, ACCEPTANCE AND SERVICES 4.1 Inspection and testing The   Buyer   may   arrange   testing   and   inspection   of   Products   at   the   Seller's   facility   before shipment, subject to the Seller's availability and payment of any applicable charges. Where   the   Buyer   conducts   such   inspection,   the   Seller   shall   not   be   liable   for   a   defect which   would   reasonably   have   been   apparent   during   that   inspection,   subject   to   the Buyer's   rights   in   respect   of   latent   defects   and   any   liability   which   cannot   lawfully   be excluded. 4.2 Customer Property Where   the   Buyer   delivers   Customer   Property   to   the   Seller   for   Services   and   does   not approve    the    Seller's    quotation    within    14    days    following    the    later    of    receipt    of    the Customer   Property   or   the   quotation,   the   Seller   may   charge   reasonable   costs   for   storing and returning the Customer Property. 4.3 Delivery dates Any   delivery   date   or   period   stated   by   the   Seller   is   an   estimate   unless   expressly   agreed   in writing to be a fixed date. Time shall not be of the essence unless expressly agreed in writing. 4.4 Failure to accept delivery If   the   Buyer   fails   to   accept   delivery,   collect   Products,   or   provide   instructions,   documents, licences or authorisations necessary for delivery, the Seller may: treat   the   Products   as   delivered   and   pass   risk   in   accordance   with   the   applicable   delivery term and applicable law; 1 8 . store the Products at the Buyer's risk and expense; 1 9 . charge reasonable storage, insurance, handling and other associated costs; 2 0 . invoice the Products where the Seller is otherwise entitled to do so; and/or 2 1 . after   giving   reasonable   written   notice,   take   reasonable   steps   to   sell   or   otherwise dispose of the Products. If   Products   are   sold   under   this   clause,   the   Seller   may   recover   any   shortfall   between   the Contract   Price   and   the   net   amount   realised   after   deducting   reasonable   costs   of   storage, insurance, repair, sale and disposal. 4.5 Services prevented by Buyer Services   shall   be   deemed   substantially   completed   and   the   Seller   shall   be   entitled   to invoice   the   Buyer   to   the   extent   that   the   Seller   is   ready,   willing   and   able   to   perform   the Services but is prevented from doing so by: 2 2 . failure    by    the    Buyer    to    provide    required    information,    materials,    equipment, access, instructions, licences or authorisations; 2 3 . inadequate or unsafe premises; 2 4 . inadequate facilities or services; 2 5 . failure by the Buyer to provide suitable working conditions; or 2 6 . another matter within the Buyer's reasonable control. The   Seller   may   also   charge   reasonable   additional   costs   resulting   from   such   delay   or prevention. 4.6 Carrier damage Where   transportation   is   arranged   by   or   on   behalf   of   the   Buyer,   the   Buyer   shall   promptly notify   the   carrier   of   any   damage,   loss   or   non-receipt   and   shall   pursue   any   claim   against the carrier. The   Seller   shall   not   be   responsible   for   loss   or   damage   arising   solely   from   transportation arranged by or on behalf of the Buyer, subject to applicable law. 4.7 Partial deliveries The Seller may make partial deliveries and invoice each delivery separately. Failure   to   make   one   delivery   shall   not   entitle   the   Buyer   to   terminate   the   whole   Contract or reject subsequent deliveries unless the Seller's failure constitutes a material breach. 4.8 Drawings and documentation The   Buyer   shall   promptly   review   drawings,   specifications   and   technical   documentation supplied by the Seller and notify the Seller of any material errors or omissions. Unless   a   different   period   is   specified   in   the   Contract,   the   Buyer   shall   provide   such feedback within 30 days of receipt. Delay   caused   by   the   Buyer's   failure   to   provide   timely   feedback   may   extend   delivery dates and result in reasonable additional charges. 4.9 Delivery terms Unless   otherwise   stated   in   the   Order   Confirmation,   Products   shall   be   delivered   FCA   the Seller's facility, Incoterms 2020. The   Buyer   shall   be   responsible   for   arranging   and   paying   for   transportation   after   the point at which risk passes under the applicable Incoterm. Where   the   Buyer   sends   Customer   Property   to   the   Seller   for   Services,   the   Buyer   shall arrange    delivery    of    that    Customer    Property    to    the    Seller's    facility    unless    otherwise agreed in writing. 4.10 Customer Property — Title Title   to   Customer   Property   shall   remain   with   the   Buyer   or   its   owner   at   all   times   unless otherwise expressly agreed in writing. 4.11 Customer Property — Risk Risk   in   Customer   Property   shall   pass   to   the   Seller   upon   receipt   at   the   Seller's   premises and   shall   remain   with   the   Seller   while   the   Customer   Property   is   in   its   possession   or control, subject to any limitations of liability under these Conditions. The   Buyer   shall   maintain   appropriate   insurance   for   Customer   Property   unless   otherwise agreed. 5. PRICE AND PAYMENT 5.1 Contract Price The Buyer shall purchase Products and Services at the Contract Price. 5.2 Other Charges Unless   expressly   included   in   the   Contract   Price,   the   Buyer   shall   be   responsible   for   VAT and    all    applicable    taxes,    duties,    customs    charges,    freight,    insurance    and    other governmental or third-party charges relating to the Products or Services. 5.3 Invoicing The Seller may invoice: 1 . when Products are delivered; 2 . when Products are ready for collection; 3 . when Products are made available to the carrier; 4 . when Services commence; or 5 . at such other stages as are expressly stated in the Contract. Invoices   are   payable   within   30   days   of   the   invoice   date   unless   otherwise   agreed   in writing. All   sums   payable   shall   become   immediately   due   upon   termination   of   the   Contract, subject to applicable law. 5.4 Instalments, deductions and set-off Instalment    payments,    discounts,    deductions    or    set-off    require    a    specific    written agreement. The   Buyer   shall   not   withhold   or   set   off   payment   unless   entitled   to   do   so   by   law   or expressly agreed in writing. 5.5 Late payment Payment   shall   not   be   deemed   received   until   the   Seller   has   received   cleared   funds   in   the currency stated on the invoice. If payment is late, the Seller may: 1 . charge   interest   at   8%   per   annum   above   the   Bank   of   England   base   rate   from   the due date until payment; 2 . recover    any    statutory    interest,    compensation    or    reasonable    recovery    costs available by law; 3 . require payment in advance for undelivered Products or Services; and/or 4 . suspend   or   refuse   further   delivery   or   performance   without   liability   for   resulting delay, subject to applicable law. 5.6 Price adjustment The   Seller   may   propose   a   reasonable   adjustment   to   the   Contract   Price   where,   after formation   of   the   Contract   and   before   delivery   or   performance,   the   Seller   experiences   a material   increase   in   costs   arising   from   circumstances   outside   its   reasonable   control, including: 1 . material shortages; 2 . labour shortages; 3 . significant foreign exchange movements; 4 . changes in energy or transport costs; 5 . tariffs or duties; 6 . regulatory requirements; 7 . sanctions or export restrictions; or 8 . other material supply-chain disruption. The   Seller   shall   provide   reasonable   information   supporting   the   basis   of   any   proposed adjustment upon request. If   the   Parties   cannot   agree   an   adjustment   following   a   material   increase,   either   Party   may terminate   the   affected   undelivered   portion   of   the   Contract   by   written   notice,   without liability for the termination itself. 6. RISK AND TITLE 6.1 Transfer of risk Risk   in   Products   shall   pass   to   the   Buyer   in   accordance   with   the   applicable   delivery   term stated in the Contract. 6.2 Retention of title Legal   and   beneficial   title   to   Products   shall   remain   with   the   Seller   until   the   Seller   has received payment in full in cleared funds for: 1 . the relevant Products; and 2 . all other sums properly due from the Buyer to the Seller under the Contract. 6.3 Buyer's obligations before title passes Until title passes, the Buyer shall: 1 . hold the Products as bailee for the Seller; 2 . store   them   separately   from   other   goods   where   reasonably   practicable   and   keep them identifiable as the Seller's property; 3 . not destroy, deface or obscure identifying marks or packaging; 4 . maintain the Products in satisfactory condition; and 5 . keep them appropriately insured. 6.4 Repossession If   the   Buyer   fails   to   pay   any   amount   when   due   or   becomes   subject   to   an   insolvency event,   the   Seller   may,   to   the   extent   permitted   by   law,   require   immediate   return   of unpaid Products and take reasonable steps to recover them. The   Buyer   grants   the   Seller   reasonable   access   to   premises   where   Products   are   stored for this purpose, subject to applicable law. 6.5 Resale The   Buyer   may   resell   Products   in   the   ordinary   course   of   its   business   before   title   passes, provided that: 1 . the Buyer is not in default; and 2 . the Products are sold in good faith and at arm's length. The right to resell shall automatically cease upon a payment default or insolvency event. Where   Products   are   resold   before   title   passes,   the   Buyer   shall   hold   the   proceeds   of   sale for the Seller to the extent permitted by law. 7. TERMINATION AND SUSPENSION 7.1 Seller's right to terminate The Seller may suspend performance or terminate the Contract by written notice if: 1 . the   Buyer   commits   a   material   breach   and,   where   capable   of   remedy,   fails   to remedy it within 30 days after written notice; 2 . the Buyer fails to pay an amount when due; 3 . the      Buyer      enters      administration,      liquidation,      bankruptcy,      a      voluntary arrangement with creditors or another analogous insolvency process; 4 . a receiver or similar officer is appointed over the Buyer's assets; 5 . the Buyer ceases or threatens to cease carrying on business; 6 . an   analogous   event   occurs   in   any   jurisdiction   in   which   the   Buyer   is   incorporated, resident or carries on business; or 7 . performance by the Seller becomes unlawful. 7.2 Effect of termination Termination shall not affect rights and liabilities accrued before termination. All sums due to the Seller shall become immediately payable upon termination. 7.3 Recovery of Products Where    the    Buyer's    right    to    possession    of    Products    has    terminated,    the    Seller    may exercise   its   rights   under   clause   6,   including   recovering   Products   subject   to   applicable law. 8. CLAIMS AND RETURNS 8.1 Firm sale Products    are    sold    on    a    firm-sale    basis.    The    Seller    shall    not    be    required    to    accept Products   merely   because   the   Buyer   no   longer   requires   them   or   has   been   unable   to resell them. 8.2 Returns Returns require prior written authorisation from the Seller. The Seller may accept returns only where it agrees in writing to do so. Unless   otherwise   agreed,   the   Buyer   shall   pay   return   carriage   and   shall   ensure   that returned Products are securely and appropriately packaged. Risk in returned Products remains with the Buyer until receipt by the Seller. 8.3 Credit The   Seller   shall   not   be   obliged   to   accept   used,   damaged   or   otherwise   non-saleable Products. Any   credit   shall   be   at   the   Seller's   reasonable   discretion   and   may   be   reduced   to   reflect reasonable   costs   incurred   in   inspection,   testing,   refurbishment,   storage,   transport   and resale. 8.4 Visible damage and shortages The   Buyer   shall   inspect   Products   promptly   following   delivery   and   notify   the   Seller   in writing   of   any   visible   damage,   shortage,   incorrect   delivery   or   over-delivery   within   three Business Days. Failure   to   notify   the   Seller   within   that   period   shall   not   affect   claims   for   latent   defects which could not reasonably have been discovered upon inspection.

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QUALITY ASSURANCE

OUR CUSTOMERS

9. WARRANTY 9.1 Seller's Warranty The Seller's Warranty is set out in Schedule 1. 9.2 Warranty Period The Warranty Period is 12 months from: 1 . the date of shipment of Products; or 2 . the date of substantial completion of Services, as applicable. 9.3 Warranty exclusions The   Warranty   shall   not   apply   to   the   matters   identified   in   Schedule   1,   including   ordinary wear    and    tear,    consumables,    misuse,    improper    installation,    improper    maintenance, Buyer    specifications,    unauthorised    modifications    and    defects    arising    after    risk    has passed where the cause is not attributable to the Seller. 9.4 Warranty remedy The   Seller   may,   at   its   option,   repair,   replace,   re-perform   or   refund   the   affected   Products or Services in accordance with Schedule 1. 9.5 Warranty claims The   Buyer   shall   notify   the   Seller   promptly   after   discovering   a   suspected   warranty   defect and provide sufficient information to allow the Seller to investigate the claim. 10. INTELLECTUAL PROPERTY RIGHTS 10.1 Property Classifications The   Seller   shall   retain   all   right,   title   and   ownership   in   intellectual   property   rights   relating directly or indirectly to the Products and Services, including: • patents; • trademarks; • copyright; • design rights; • utility models; • applications; • software; • firmware; • drawings; • designs; • solutions; • technical documentation; • know-how; and • other technical information. 10.2 No transfer Nothing in the Contract transfers ownership of the Seller's IPR to the Buyer. The   Buyer   receives   only   such   limited   rights   of   use   as   are   reasonably   necessary   to   use the Products and receive the Services. 10.3 Technical information The   Buyer   shall   not   use   or   copy   drawings,   technical   documentation   or   other   technical information   supplied   by   the   Seller   except   for   purposes   directly   related   to   the   Contract or the use, operation and maintenance of the Products. 10.4 No reverse engineering The Buyer shall not, except to the extent permitted by mandatory law: 1 . copy; 2 . modify; 3 . disassemble; 4 . decompile; 5 . reverse engineer; or 6 . otherwise attempt to derive the design, source code or technical construction of The Products, software, firmware or IPR, nor permit any third party to do so. 11. CONFIDENTIALITY 11.1 Obligation of confidentiality Neither   Party   shall   disclose   the   other's   Confidential   Information   to   a   third   party   without prior written consent except where disclosure is: 1 . required by law, regulation, court or governmental authority; 2 . required by a stock exchange or regulatory body; or 3 .  reasonably necessary for performance of the Contract. 11.2 Permitted disclosures Each Party may disclose Confidential Information to its: 1 . employees and directors; 2 . affiliates; 3 . lawyers, accountants, auditors, banks and professional advisers; 4 . insurers and financiers; and 5 . subcontractors and suppliers directly involved in performing the Contract, provided that the recipient is subject to appropriate confidentiality obligations. 11.3 Publicity Neither   Party   shall   use   the   name,   trademarks   or   branding   of   the   other   Party   in   publicity, advertising or similar activity without prior written consent. 12. WARRANTY AND LIMITATION OF LIABILITY 12.1 Non-Excludable liability Nothing   in   these   Conditions   excludes   or   limits   liability   to   the   extent   such   liability   cannot lawfully be excluded or limited. Nothing   in   these   Conditions   excludes   or   limits   liability   for   death   or   personal   injury caused    by    negligence,    fraud    or    fraudulent    misrepresentation,    or    any    other    liability which cannot lawfully be excluded or limited. 12.2 Liability cap Subject   to   clause   12.1,   the   Seller's   total   aggregate   liability   to   the   Buyer   arising   out   of   or in   connection   with   the   Contract,   whether   in   contract,   tort   (including   negligence),   breach of statutory duty or otherwise, shall not exceed the lesser of: 1 . the Buyer's proven direct loss; and 2 . 30% of the Contract Price. 12.3 Excluded losses Subject to clause 12.1, the Seller shall not be liable for: 1 . loss of profit; 2 . loss of revenue; 3 . loss of business; 4 . loss of contracts; 5 . loss of anticipated savings; 6 . loss of customers; 7 . loss of goodwill or reputation; 8 . loss of use; 9 . business interruption; 1 0 . contractual liabilities owed by the Buyer to third parties; 1 1 . indirect loss; or 1 2 . consequential loss. The   Seller   shall   not   be   liable   for   liquidated,   special   or   punitive   damages   to   the   extent permitted by law. 12.4 Property damage Subject    to    clause    12.1,    the    Seller    shall    not    be    responsible    for    damage    to    property occurring    after    risk    has    passed    to    the    Buyer    where    such    damage    results    from    the Buyer's   handling,   storage,   installation,   operation,   maintenance,   modification   or   use   of the Products contrary to the Seller's instructions. 12.5 Claims The   Buyer   shall   notify   the   Seller   promptly   after   becoming   aware   of   an   event   which   may give rise to a claim and shall provide reasonable details and supporting evidence. Failure   to   provide   prompt   notice   shall   not   automatically   extinguish   a   claim   unless   the Seller is materially prejudiced by the delay and applicable law permits such limitation. 12.6 Warranty remedy The   Warranty   in   Schedule   1   provides   the   Seller's   primary   contractual   remedy   for   defects in   Products   and   Services,   subject   to   clause   12.1   and   rights   which   cannot   lawfully   be excluded. 13. FORCE MAJEURE 13.1 Force Majeure Event Neither   Party   shall   be   liable   for   delay   or   failure   to   perform   its   obligations   to   the   extent caused by a Force Majeure Event. 13.2 Notification The   affected   Party   shall   notify   the   other   Party   as   soon   as   reasonably   practicable   after becoming aware of the Force Majeure Event. 13.3 Suspension The   Seller   may   postpone   or   suspend   affected   deliveries   or   Services   for   the   duration   of the Force Majeure Event and for a reasonable recovery period thereafter. 13.4 Long-term Force Majeure Either   Party   may   terminate   the   affected   portion   of   the   Contract   by   written   notice   if performance has been prevented by a Force Majeure Event for more than six months. 14. TRADE COMPLIANCE 14.1 Sanctions The   Buyer   represents   and   warrants   that   it   complies   with   applicable   sanctions   imposed by   the   United   Nations,   United   Kingdom,   European   Union,   United   States   and   any   other applicable competent authority. The   Buyer   shall   immediately   notify   the   Seller   of   any   actual   or   suspected   non-compliance relevant to the Contract. 14.2 Use and export of Products The    Buyer    shall    not    use,    export,    re-export,    transfer,    sell    or    supply    Products    in    any manner which would breach applicable export control or sanctions laws. 14.3 Restricted uses The Buyer shall not use, export, re-export, transfer, sell or supply Products: 1 . to or for the benefit of persons or entities subject to applicable sanctions; 2 . to   or   through   territories   subject   to   applicable   comprehensive   trade   restrictions, except where authorised by applicable law or licence; 3 . for   incorporation   into   or   use   as   components   or   raw   materials   in   military   goods where prohibited by applicable law; 4 . for   chemical,   biological   or   nuclear   weapons   or   missiles   capable   of   delivering such weapons; 5 . in    prohibited    oil    exploration    or    production    projects    subject    to    applicable sanctions or export controls; or 6 . in prohibited pipeline projects connected with sanctioned territories or activities. 14.4 Information and end-use The   Buyer   shall   provide   information   reasonably   requested   by   the   Seller   regarding   end- users, destinations, intended use and regulatory status. 14.5 Seller's right to suspend or refuse The   Seller   may   suspend,   refuse   or   cancel   delivery   or   performance   where   it   reasonably considers that performance would: 1 . breach applicable sanctions or export-control laws; 2 . require an unavailable licence or authorisation; or 3 . expose   the   Seller   to   a   material   risk   of   regulatory   penalties,   restrictions   or   other adverse administrative consequences. The   Seller   shall   not   be   liable   for   delay   or   non-performance   resulting   from   the   lawful exercise of this right. 14.6 Buyer indemnity The    Buyer    shall    indemnify    the    Seller    against    losses,    liabilities,    penalties,    costs    and expenses    directly    resulting    from    the    Buyer's    breach    of    this    clause,    to    the    extent permitted by law. 15. TERMINATION AND INSOLVENCY 15.1 Suspension The Seller may suspend performance where the Buyer: 1 . fails to pay an amount when due; 2 . materially breaches the Contract; 3 . becomes subject to an insolvency event; or 4 . creates a material credit risk reasonably justifying suspension. 15.2 Termination The Seller may terminate the Contract by written notice where: 1 . the   Buyer   commits   a   material   breach   and,   if   capable   of   remedy,   fails   to   remedy   it within 30 days of written notice; 2 . the   Buyer   fails   to   pay   an   amount   when   due   and   fails   to   make   payment   within any further period reasonably specified by the Seller; 3 . the     Buyer     enters     administration,     liquidation,     bankruptcy     or     a     voluntary arrangement with creditors; 4 . a receiver or similar officer is appointed over the Buyer's assets; 5 . the Buyer ceases or threatens to cease carrying on business; 6 . an analogous event occurs in another jurisdiction; or 7 . performance becomes unlawful. 15.3 Effect of termination Termination shall not affect accrued rights and liabilities. All   sums   due   to   the   Seller   shall   become   immediately   payable   upon   termination,   subject to applicable law. 16. SUBCONTRACTING AND ASSIGNMENT 16.1 Subcontracting The Seller may subcontract all or part of its obligations under the Contract. The    Seller    shall    remain    responsible    for    performance    of    its    contractual    obligations notwithstanding subcontracting. 16.2 Assignment by Seller The   Seller   may   assign   or   transfer   the   Contract   to   an   Affiliate   or   a   successor   to   all   or substantially   all   of   its   relevant   business,   provided   that   the   assignee   assumes   the   Seller's contractual obligations. 16.3 Assignment by Buyer The    Buyer    may    not    assign,    transfer,    charge    or    otherwise    dispose    of    any    rights    or obligations under the Contract without the Seller's prior written consent. 17. GENERAL 17.1 Entire agreement The    Contract    constitutes    the    entire    agreement    between    the    Parties    concerning    its subject   matter   and   supersedes   prior   discussions,   representations   and   understandings, except   that   nothing   excludes   liability   which   cannot   lawfully   be   excluded   for   fraud   or fraudulent misrepresentation. 17.2 Written modifications The Contract may be modified only by written agreement between the Parties. 17.3 No waiver Failure   by   either   Party   to   enforce   a   provision   on   any   occasion   shall   not   constitute   a waiver of that provision or any other right. 17.4 Severability If   any   provision   is   found   to   be   invalid,   unlawful   or   unenforceable,   it   shall   be   modified   to the minimum extent necessary to make it valid and enforceable where legally possible. The remaining provisions shall continue in full force and effect. 17.5 Third-party rights No    person    other    than    a    Party    to    the    Contract    shall    have    any    right    to    enforce    any provision of the Contract under the Contracts (Rights of Third Parties) Act 1999. 17.6 Notices Any   contractual   notice   shall   be   given   in   writing   by   hand,   prepaid   first-class   post   or   email to the address or email address notified by the relevant Party for contractual notices. 17.7 Survival Any   provision   which   by   its   nature   is   intended   to   survive   termination   or   expiry   shall remain   effective,   including   provisions   concerning   payment,   confidentiality,   intellectual property, liability, trade compliance, governing law and jurisdiction.   18. GOVERNING LAW AND JURISDICTION 18.1 Governing law The   Contract   and   any   dispute   or   claim   arising   out   of   or   in   connection   with   it,   including non-contractual   disputes   or   claims,   shall   be   governed   by   and   construed   in   accordance with the laws of England and Wales. 18.2 Jurisdiction The Parties submit to the exclusive jurisdiction of the courts of England and Wales. -------------------------------------------------------------------------------------------------------------------------------   SCHEDULE 1 CRT GENERAL WARRANTY TERMS 1. Application These   Warranty   Terms   apply   to   Products   and   Services   supplied   by   Cooper   Research Technology Limited under the Contract. 2. Inspection upon delivery The   Buyer   shall   use   reasonable   diligence   to   inspect   Products   upon   delivery   for   quantity, visible damage and obvious defects. The   Buyer   shall   notify   the   Seller   in   writing   of   any   visible   damage,   shortage   or   incorrect delivery within three Business Days. Failure   to   notify   the   Seller   within   that   period   shall   not   affect   rights   relating   to   latent defects which could not reasonably have been discovered upon delivery. 3. Warranty The Seller warrants that: 1 . new   Products   shall   be   free   from   material   defects   in   materials   and   workmanship; and 2 . Services    shall    be    performed    with    reasonable    skill    and    care    consistent    with generally applicable industry standards. 4. Warranty Period The Warranty Period is 12 months calculated from: 1 . the date of shipment of the relevant Product; or 2 . the date of substantial completion of the relevant Service, as applicable. 5. Repaired and replaced Products The   Warranty   Period   for   any   repaired   or   replacement   Product   or   re-performed   Service shall   expire   at   the   same   time   as   the   Warranty   Period   applicable   to   the   original   Product or Service. Repair,   replacement   or   re-performance   shall   not   restart   or   extend   the   Warranty   Period unless the Seller expressly agrees otherwise in writing. 6. Determination of dates The   Seller   may   reasonably   determine   the   relevant   shipment,   completion   and   other dates for calculating the Warranty Period by reference to its records. 7. Warranty exclusions The Warranty does not cover: 1 . natural wear and tear; 2 .  consumables, including gaskets, fittings, filters, chemicals and similar items; 3 . defects    capable    of    being    remedied    through    ordinary    maintenance    or    minor adjustment, such as changing seals, tightening or adjustment; 4 . defects   or   damage   resulting   from   improper   storage,   installation,   maintenance   or operation; 5 . overloading; 6 . failure to comply with service or operating instructions; 7 . accident, misuse, neglect or unauthorised use; 8 . unauthorised modification or alteration; 9 . harsh   operating   environments   or   experimental   running,   unless   expressly   agreed by the Seller; 1 0 . defects   caused   by   specifications,   designs   or   instructions   supplied   by   the   Buyer or its representatives; 1 1 . defects in materials or components supplied by the Buyer or a third party; 1 2 . defects    caused    by    circumstances    arising    after    risk    has    passed    to    the    Buyer where the cause is not attributable to the Seller; 1 3 . consumable or expendable components with an expected finite operating life; 1 4 . Products with an expired shelf life or "use by" date; 1 5 . failure   by   the   Buyer   to   afford   the   Seller   a   reasonable   opportunity   to   inspect   or investigate the Products or Services; 1 6 . defects   arising   from   use   of   parts   or   components   not   supplied   or   approved   by the Seller where such use causes or contributes to the defect; or 1 7 . Services   performed   in   accordance   with   the   Buyer's   specifications   or   instructions where the alleged defect results from those specifications or instructions. 8. Substitution and third-party components A   Product   shall   not   cease   to   be   covered   by   the   Warranty   merely   because   the   Seller   has substituted    a    component,    material    or    part    in    accordance    with    clause    3.3    of    these Conditions. Where    a    third-party    component    is    supplied    or    approved    by    the    Seller,    the    Seller's liability   shall   be   subject   to   the   terms   of   the   applicable   third-party   warranty   to   the   extent legally permissible. The   use   of   non-approved   third-party   parts   which   causes   or   contributes   to   a   defect   shall exclude the affected defect from the Warranty. 9. No fault found If   the   Buyer   submits   a   warranty   claim   and   the   Seller's   inspection   establishes   that   no defect   exists   for   which   the   Seller   is   responsible,   the   Buyer   shall   reimburse   the   Seller's reasonable costs arising from the inspection, testing, transportation and evaluation. 10. Warranty remedies For a valid warranty claim, the Seller may, at its option: 1 . replace the defective Product; 2 . repair the defective Product; 3 . re-perform the affected Service; or 4 . refund    the    original    purchase    price    attributable    to    the    defective    Product    or Service. Replacement   Products   shall   be   supplied   on   the   delivery   terms   applicable   under   the Contract unless otherwise agreed in writing. The   Seller's   choice   of   remedy   shall   constitute   the   Seller's   principal   contractual   remedy for the relevant warranty claim, subject to liabilities which cannot lawfully be excluded. 11. Warranty repair costs In connection with warranty repairs or replacement, the Buyer shall be responsible for: 1 . dismantling and reassembly; 2 . local labour; 3 . travel and accommodation; 4 . transportation, importation and insurance; 5 . customs duties; and 6 . local taxes, unless otherwise agreed in writing. Where   the   Seller   has   expressly   agreed   that   a   valid   warranty   claim   requires   return   of   the Product,   the   Seller   shall   reimburse   reasonable   return   packaging   and   transportation costs agreed in advance. 12. Inspection and return of defective Products Where   reasonably   requested   by   the   Seller,   the   Buyer   shall   retain   defective   Products   for inspection. The   Seller   may   require   a   defective   Product   to   be   returned   to   a   destination   designated by     the     Seller,     subject     to     reasonable     instructions     concerning     packaging     and identification. Where   the   Seller   confirms   that   the   claim   is   valid,   the   Seller   shall   reimburse   any   return costs which it has expressly agreed to bear. Where    a    Product    is    replaced    or    refunded,    ownership    of    the    replaced    or    refunded Product shall pass to the Seller upon request. 13. Software The Seller does not warrant that software incorporated into Products will: 1 . meet requirements not expressly agreed by the Seller; 2 . achieve objectives determined solely by the Buyer; 3 . operate in every environment or combination selected by the Buyer; or 4 . operate uninterrupted or completely free of errors. The   Buyer   remains   responsible   for   ensuring   that   software   outputs   are   suitable   for   its intended use. 14. Warranty claim procedure The    Buyer    shall    notify    the    Seller    promptly    after    becoming    aware    of    a    suspected warranty defect and, where reasonably practicable, within 14 days of discovery. The notification shall include, where applicable: 1 . Seller part number; 2 . description of the defect; 3 . anticipated reason for failure; 4 . date of failure; 5 . project or order information; and 6 . any other information reasonably requested by the Seller. Warranty claims shall be sent to: Cooper Research Technology Limited Unit C, Albert Court Peashill Road, Ripley DE5 3AQ United Kingdom Telephone: +44 (0)1773 512174 Email: support@cooper.co.uk   15. Exclusion of other warranties Except   as   expressly   stated   in   these   Conditions   and   to   the   extent   permitted   by   law,   all other warranties, conditions and terms, express or implied, are excluded. Nothing   in   these   Warranty   Terms   shall   exclude   or   restrict   any   liability   or   statutory   right which cannot lawfully be excluded or restricted. In   particular,   the   Seller   does   not   provide   any   express   warranty   that   Products   are   fit   for   a particular   purpose   unless   that   purpose   has   been   expressly   agreed   in   writing   by   the Seller.