Conditions of Sale

 

1. General

1.1 In these conditions

“Agreed Location” means the address or addresses for the delivery of Goods as set out in the Order

“BA 2010” means the Bribery Act 2010

“Buyer” means the business who accepts a quotation of the Seller for the sale of the Goods or whose order for the goods is accepted by the Seller and whose details are set out in a proforma invoice.

“Goods” means the Goods and any instalment of the Goods or part of them set out in the quotation or order which the Seller is to supply in accordance with these Conditions.
“Seller” means Dart Sensors Limited

“Conditions” means the terms and conditions of sale set out in this document which shall apply to all sales unless  varied by any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract” means the agreement between Buyer and Seller for the purchase and sale of the Goods incorporating these Conditions and the Order, and including all its schedules and attachments.

“Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

(a)          whether registered or not,

(b)          including any applications to protect or register such rights,

(c)          including all renewals and extensions of such rights or applications,

(d)          whether vested, contingent or future,

(e)          to which the relevant party is or may be entitled, and

(f)           in whichever part of the world existing;

“Order” means an offer, whether made in writing or via an online purchase, by any business to buy Goods from the Seller, and it shall not constitute a Contract until accepted by the Seller.

“Quantitation” means an offer made by the Supplier to the Buyer for the sale of Goods.

“Specification” means the description or documentation provided for the Goods set out or referred to in the Contract,

“Writing” means any communication in written form between the Seller and the Buyer and includes telex, facsimile transmission, email, and other comparable means of communication, provided that such communication is sent to or from the Seller’s officially designated addresses and its receipt is acknowledged by the Seller.

1.2 These Conditions apply to and form part of the Contract between the Seller and the Buyer. They supersede any previously issued terms and conditions of purchase or supply.

1.3. No terms or conditions endorsed on, delivered with, or contained in the Buyer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.

1.4. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.

1.5 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.6 No variation of these Conditions shall be binding unless agreed in Writing and duly signed between the authorised representative of the Buyer and a Director of the Seller.

1.7 Any descriptions, illustrations, datasheets, or website information are for general guidance only and do not form part of the contract.

2. Orders and Specifications

2.1. Each Order by the Buyer to the Seller shall be an offer to purchase the Goods subject to the Contract including these conditions.

2.2. If the Supplier is unable to accept an Order, it shall notify the Buyer in writing as soon as reasonably practicable.

2.3. The offer constituted by an Order shall remain in effect and capable of being accepted by the Seller for 15 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn

2.4 A Contract shall only be formed between the Seller and the Buyer in the following circumstances. Until a Contract is expressly formed, the Seller shall have no binding obligation to supply any Goods. The Seller shall have no binding obligations in respect of any implied agreements.

(a) when the Buyer accepts the Quotation from the Seller within 15 days, unless a different time limit is specified in the Quotation; or

(b) when an Order is accepted by the Seller.

2.5. Any acceptance of a Quotation after the time specified in clause 3.4 (a) shall be treated as an Order made by the Buyer, and the Seller shall have discretion to accept or reject it.

2.6. Rejection by the Seller of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Buyer.

2.7. Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.

2.8. Orders may be placed by email or online.

2.9. The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing in entering into the Contract, The Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.

2.10 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the buyers own risk, accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.11 Any typographical, clerical or other error or omission in any sales literature, quotation, price lists, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

2.12 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller all relevant information relating to the Goods within a sufficient time to enable the seller to perform the Contract in accordance with its terms.

2.13 The quantity, quality and description of any specification for the Goods shall be those set out in the Seller’s Quotation (if accepted by the Buyer) or the Buyer’s Order (if accepted by the Seller) all quantities ordered shall be in standard multiples.

2.14 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or where the Goods are to be supplied to the Seller’s specification which do not materially affect the quality or performance.

2.15 No order which has been accepted by the Seller may be cancelled or varied by the Buyer except with the agreement in Writing by a Director of the Seller and on terms that the Buyer shall Indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and the materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

2.16 Without prejudice to 2.15 and in addition to that, all cancellations will be subject to a cancellation charge of £50 or 10% of the value of the Contract on the date when the Seller accepts cancellation whichever is the greater. This cancellation charge can only be invoked at the option of the Seller prior to the commencement work in processing the order or the purchasing of Goods and or materials by the Seller.

2.17 All goods will be packed in standard quantities and multiples of those standard quantities will apply to each item of Goods ordered.

3. Price of the Goods

3.1 Prices are published on our website or provided via quotation or proforma invoice.

3.2 Quoted pricing overrides website pricing for the validity period of the quote.

3.3 All prices for export orders are given by the Seller on an ex works basis the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

3.4 The price is exclusive of any applicable Value Added Tax which the Buyer shall be additionally liable to pay to the Seller.

3.5 All consular and bank charges, import and customs duties and any taxes arising from or by virtue of the contract are the liability of the Buyer.

3.6 Due to volatility in global Platinum markets, the Seller monitors Platinum prices continuously. The Seller reserves the right to apply a Platinum surcharge to long-term or forecasted Contracts, if Platinum prices increase substantially during the forecast period. Any surcharge will reflect the charge in raw material costs and will be communicated prior to shipment or confirmation.

3.7 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as but without limitation foreign exchange fluctuation alteration of duties significant increase in the costs of labour materials or other costs of manufacture) any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4. Delivery

4.1 Delivery of the Goods shall be made by the Seller to the Agreed Location

4.2 Standard delivery is via insured DHL carriage‑paid unless otherwise agreed. Import duties and local taxes remain the customer’s responsibility.

4.3 Buyers may request shipment via their own courier account; however, any risk associated with; delivery (including the handing over the Goods from the Seller’s premises) and obtaining adequate insurance shall be the responsibility of Buyer.

4.4 The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

4.5. The Seller shall not be liable for any delay in or failure of performance caused by the Buyer’s failure to make the Agreed Location available or the Buyer’s failure to provide the Supplier with adequate instructions for performance or delivery.

4.6 Where Goods are ordered in instalments, each instalment constitutes a separate contract, and the Seller shall only be liable for any breach of contract in respect of the individual instalment. Any failure of the Seller to comply with the terms of one contract does not entitle the Buyer to terminate the entire Order and any remedy by the Buyer shall be limited to the contract for the instalment complained of and shall not entitle the Buyer to treat the Contract as a whole repudiated

4.7 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then the Seller may

4.7.1 Terminate the Contract and charge the Buyer for all losses (including loss of profit), costs (including the cost of labour and materials used), damages, charges, and expenses incurred by the Seller as a result of the Buyer’s failure to take delivery of the Goods or

4.7.2 Store the Goods, informing the Buyer that the Goods are ready for collection and charge the Buyer for the reasonable costs (including insurance) of storage until the Buyer collects or arranges a delivery from the notified location, or

4.7.3 Sell the Goods at the best price readily obtainable and after deducting all reasonable storage and selling costs and expenses, account to the Buyer for the excess over the price under the Contract or, as applicable, charge the Buyer for any shortfall below the price under the Contract

4.8 The Seller’s exercise of any of the above rights in clause 4.8 shall not preclude or restrict the Seller from exercising any other rights or remedies available to it under the Contract, at law, or in equity, and the Seller expressly reserves all such rights and remedies.

4.9 If the Goods are returned to the Seller due to the Buyer failing to take delivery, the Buyer will be liable for all shipping costs and any additional costs.

4.10 The Buyer shall be solely responsible, at its own cost and risk, for organising, obtaining, and completing all official documentation, approvals, licences, clearances, and communications required for the transportation, import, export, customs clearance, taxation, and delivery of the Goods. The Buyer shall ensure full compliance with all applicable laws and regulations in any country through which the Goods are transported. If the Buyer fails to comply with any such requirements, the Buyer shall be deemed to have failed to take delivery of the Goods, and the Seller shall be entitled to exercise its rights under clause 4.7.

4.11 The Seller shall not be liable for any non-delivery of Goods (even if caused by the Sellers negligence) unless written notice is given to the Seller within 7 days of the date of the invoice.

4.12 Receipt of an invoice must be regarded as notification of despatch. If the Goods have not been received within 7 days of invoice date, the Seller (and the carrier if known) must be informed in writing so that the consignment can be traced or a claim lodged.

4.13 Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for such Goods.

4.14 Any dates quoted for Delivery of the Goods or stated in any subsequent clause are approximate only and time shall not be of the essence. The Seller shall have no liability whatsoever for any delay in Delivery, howsoever caused. Time for Delivery shall not be of the essence unless expressly agreed in Writing by a Director of the Seller.

4.15 Delivery lead times:

Sensors

• ≤500 units: usually 4–5 weeks
• Larger orders: usually +1 week per additional 1,000 units

Fuel Cell Wafers

• Standard configurations: usually 2-3 weeks
• Uncommon combinations: usually 3–4 weeks

Calibration Standards

• In‑stock certified liquids: usually 24-hour dispatch
• Restocking cycles occur every 2 years (due to certification cost)
• Uncertified liquids and DAS: usually up to 1 week

Accessories

• PCBs, cables: usually 3–5 days

5. Terms of Payment and Credit

5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods to the carrier for the purpose of transmission to the Buyer unless the Goods are to be collected by the Buyer or the Buyer  fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

5.2 The Buyer shall pay the price of the Goods within terms of the Seller’s invoice notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payments will be issued only upon request.

5.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to

5.3.1 Terminate the contract or suspend any further deliveries to the Buyer.

5.3.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit notwithstanding any purported appropriation by the Buyer; and

5.3.3 Charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 4 per cent per annum above the Bank of England base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). Interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.5.4 The Buyer shall make all payments due under the Contract without any deductions whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.

5.4 No payment shall be deemed to have been received until the Seller has received cleared funds.

6. Inspection

6.1 The Buyer must inspect the Goods as soon as is reasonably practicable after delivery and shall within 7 days of delivery give notice to the Seller in detail of any defect in the products or of any other complaint which the Buyer may have in relation to the Goods. If the Buyer fails to give such notice, the Goods shall be presumed to be in accordance with the contract and free from any defect which would be apparent on reasonable examination, and the Buyer shall be deemed to have accepted the Goods accordingly.

6.2 In the event of a defect being found within 7 days of delivery the Buyer is entitled to a refund, repair or replacement at their discretion subject to the return procedure being correctly followed.

6.3 Queries regarding shortages of Goods must be made within 48 hours of the delivery date and must be accompanied by the despatch note. Queries regarding Goods invoiced but not delivered must be made within 7 days of invoice date and the invoice number must be quoted.

7. Risk and Property

7.1 Risk of the Goods shall pass to the Buyer;

7.1.1 In the case of Goods to be delivered at the Sellers premises at the time when the Seller notifies the Buyer that the Goods are available for collection, or

7.1.2 In the case of Goods to be delivered otherwise than at the Sellers premises at the time of delivery to a courier or if the Buyer wrongfully fails to take delivery of the Goods the time when the Seller has tendered delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the legal title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

7.3 Until such time as the legal title of the Goods passes to the Buyer the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds properly stored, protected and insured.

7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. The Seller is hereby granted a Licence to enter the Buyer’s premises or any other premises where the Goods are stored for the purposes of recovering possession of the Goods in accordance with this clause. Where Goods have been mixed with other goods but are readily detachable without damaging the other goods. The Seller may detach their Goods and take possession of any of their Goods following entering the Buyer’s Premises

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8. Warranty

8.1 The Seller gives no warranty, representation, or guarantee whatsoever in relation to the Fuel Cell Wafer Components

8.2 The Seller warrants that it will replace Goods supplied by the Seller in which under proper use defects appear, or repair the same, or refund the purchase price thereof, subject to the claim being made in writing to the Seller within 12 months after despatch, or such other period as may be indicated by the Seller for specific products from time to time.

8.3 This warranty is dependent on the correct return procedure at Clause 13 being followed.

8.4 Any Goods which are replaced by the Seller shall become the property of the Seller. This warranty shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the Goods except any implied by law which by law cannot be excluded.

8.5 If the Seller concludes that the Goods have been tampered with, modified, or used outside of the Sellers guidelines, the Seller has the right to void the warranty.

9. Country of Origin

9.1 Country‑of‑origin information is not guaranteed unless expressly confirmed.

10. Confidentiality and Announcements

10.1 The Buyer shall keep all Confidential Information of the Seller strictly confidential and shall not disclose such Confidential Information to any third party or use it for any purpose other than as necessary to perform the Contract.

10.2 The Buyer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

10.3 This clause shall remain in force for a period of five years from the date of the Contract and, if longer, three years after termination of the Contract.

11. Minimum Age Policy

11.1 Dart Sensors supplies Goods only to business customers and sole traders aged 18 years or over.

12. Liability

12.1 The Seller shall not be under any liability for damage, loss or expense resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to the Sellers’ negligence or that of its employees, agents or sub-contractors.

12.2. The Seller shall have no liability for any damage arising from the Goods being tampered with, modified, misused, or used otherwise than in accordance with the Seller’s guidelines

12.3 These conditions set out the Sellers’ entire liability in respect of the Goods and the Sellers’ liability under these conditions shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities express or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the Goods or otherwise howsoever except any implied by law which by law cannot be excluded. Save as provided in these conditions and except as aforesaid the Seller shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in the Goods or failure to correspond to specification or sample or for any injury, damage or loss resulting from such defects or failure.

12.4 In no event shall any breach of contract on the part of the Seller or tort (including negligence) or failure of any kind on the part of the Seller or that of its employees, agents or sub-contractors give rise to any liability for loss of revenue or any consequential or indirect loss or damage arising from any cause whatsoever. The Sellers’ liability (if any) whether in contract, tort or otherwise in respect of any defect in the products or of any duty owed to the Buyer in connection herewith shall be further limited in respect of individual claims to £100,000 and in the aggregate to £500,000.

13. Returns & RMA Procedure

13.1 Customer‑damaged goods are not eligible for return.
Damage includes: cracked PCBs, broken wires, or attempted repairs.

13.2 Goods must not be returned until you receive authorisation, in the form of a Returns Material Authorisation number, and shipping advice.  Until such authorisation is received, the Buyer shall be responsible for properly storing, protecting, and preserving the Goods and shall take all reasonable steps to prevent any loss, damage, deterioration, or contamination of the Goods. Any damage arising from the Buyer’s failure to comply with these requirements shall be deemed customer-caused damage, and such Goods shall be non-refundable and ineligible for replacement or credit.

13.3 To request an RMA:

• Provide batch number, quantity, Dart Sensors order reference, and fault details.
• Goods must be within warranty and fault must be valid.

13.4 Once the RMA request has been approved, you must return the Goods to the Seller.

13.5 Return packaging must be secure; insufficient packaging voids entitlement.
International returns must state “RETURNS CPC 6123F01 – NO COMMERCIAL VALUE”.

13.6 Returned goods must be received within 30 days of RMA issue.

13.7 The Seller accepts no responsibility for loss or damage incurred in transit.

13.8 Goods without confirmed faults will be returned at the Buyers cost.

13.9 Replacements are shipped under DAP Incoterms.

13.10 Out‑of‑warranty goods may be returned at customer expense or recycled for scrap credit (if applicable).

14. Refunds

14.1 Refunds are normally processed within 14 days of approval. The Seller shall not be liable for any delay caused by banking systems, payment processors, or banking operations outside the Seller’s reasonable control.

14.2 Credit‑account customers may receive a credit note or bank transfer.

14.3 Refunds may be offset against outstanding balances.

15. Termination of the Contract

15.1 The Seller shall terminate the Contract at any time by giving notice in Writing to the Buyer if:

15.1.1 The Buyer commits a material breach of Contract and such a breach is not remediable

15.1.2 The Buyer fails to take delivery subject to clause 4.8

15.1.3. The Buyer has failed to pay any amount due under the Contract on the due date

15.2. The Seller shall be entitled to terminate the Contract at any time by giving written notice to the Buyer, without any liability to the Seller, if the Buyer

15.2.1 stops carrying on all or a substantial part of its business, or indicates that it intends to do so;

15.2.2 is unable to pay its debts within the meaning of the Insolvency Act 1986, or the Seller reasonably believes that it is or is likely to become unable to do so;

15.2.3 enters into a company voluntary arrangement under the Insolvency Act 1986;

15.2.4 becomes subject to a moratorium under the Insolvency Act 1986;

15.2.5 becomes subject to a restructuring plan under the Insolvency Act 1986;

15.2.6 becomes subject to a scheme of arrangement under the Companies Act 2006;

15.2.7 has a receiver, manager, administrator, or administrative receiver appointed over all or any part of its undertaking, assets, or income;

15.2.8 passes a resolution for its winding up;

15.2.9 becomes subject to any procedure for the taking control of its goods;

15.2.10 has a freezing order made against it;

15.2.11 has a petition presented for its winding up, or an application is made for an administration order, or any such order is made; or

15.2.12 becomes subject to any event or circumstance analogous to those listed in clauses 15.2.1 to 15.2.2 in any jurisdiction.

15.3 If the Buyer becomes aware of any event or circumstance which may entitle the Seller to terminate the Contract under this clause 15, the Buyer shall immediately notify the Seller in Writing.

15.4 If the Seller terminates the Contract in accordance with any provision of this clause, and the Goods have been delivered but not paid for, the price shall become immediately due and payable in full, notwithstanding any prior agreement or arrangement to the contrary.

15.5 Termination of the Contract shall not preclude or restrict the Seller from exercising any other rights or remedies available to it under the Contract, at law, or in equity. The Seller expressly reserves all such rights and remedies.

16. Copyrights & Patents

16.1 Where Goods are supplied to special order the Buyer will indemnify and keep the Seller fully and effectively indemnified against all costs, claims, damages, losses, liabilities and expenses of whatever kind incurred or suffered by the Seller as a result of using a specification or design stipulated by the Buyer.

16.2 Whilst all Goods are supplied in good faith, the Seller can give no undertaking that use or sale of Goods supplied will not cause the Buyer to infringe third party intellectual property rights or similar proprietary rights.

17. Force Majeure

17.1 Neither party shall be liable for, or be deemed to be in breach of, the Contract as a result of any delay in performing, or failure to perform, any of its obligations under the Contract where such delay or failure results from a Force Majeure event.

17.2 The party affected by the Force Majeure event shall promptly notify the other party in Writing of the nature and extent of the Force Majeure event, including when it causes a delay or failure in performance and when the event ceases.

17.3 If the Force Majeure event continues for a continuous period of more than 30 days, either party shall be entitled to terminate the Contract immediately by giving written notice to the other party.

18. Waiver

18.1 No failure, delay, or omission by the Seller in exercising any right, power, or remedy provided by law or under the Contract shall operate as a waiver of that right, power, or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power, or remedy.

18.2 No single or partial exercise by the Seller of any right, power, or remedy provided by law or under the Contract shall prevent or restrict any future exercise of that or any other right, power, or remedy.

19. Conflict within Contract

19.1 In the event of any conflict or inconsistency between these Conditions and the terms of any Order, schedule, or annex to the Contract, these Conditions shall prevail to the extent of such conflict or inconsistency.

20. Anti-bribery

20.1 Each party shall:

20.1.1 ensure that it and all of its Associated Persons do not, by any act or omission, cause the other party to be in breach of the Bribery Act 2010 (“BA 2010”);

20.1.2 comply with BA 2010 in connection with the performance of its obligations under, or otherwise in connection with, the Contract, and ensure that all of its Associated Persons involved in such performance similarly comply; and

20.1.3 implement, maintain, and enforce Adequate Procedures designed to prevent its Associated Persons from engaging in conduct which contravenes BA 2010 or this clause 20.

21. Anti-tax Evasion Facilitation

21.1 Each party shall ensure that it and its Associated Persons shall not, by any act or omission, commit, cause, facilitate, or contribute to the commission by any person (including the other party) of:

21.1.1 a Corporate Failure to Prevent Tax Evasion Facilitation Offence;

21.1.2 a UK Tax Evasion Offence; or

21.1.3 a Foreign Tax Evasion Offence,

22. Dispute Resolution

22.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 22.

22.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

22.3 The parties shall use reasonable endeavours to reach a negotiated resolution through the following procedure:

(a) Within ten Business Days of service of the notice, the General Managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.

(b) If the dispute has not been resolved within ten Business Days of the first meeting of the General Managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority) of each of the parties. The chief executives (or equivalent) shall meet within fifteen Business Days to discuss the dispute and attempt to resolve it.

22.4 Until the parties have completed the steps referred to in clause 22.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.

23. Severance

23.1 If any provision of these Terms and Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision (or remaining part provision) of these Terms and Conditions shall not be affected.

24. Governing Law and Jurisdiction

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

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

03 June 2026