STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
These Standard Terms and Conditions for the Supply of Goods and Services between SENSIT TECHNOLOGIES UK (“Supplier”) and XXXXXXXX
(“Customer”) apply to the supply of goods (“Goods”) and services (“Services”) by Supplier to Customer, whether pursuant to an order, invoice, quotation, or
other applicable document or communication. These Conditions are the only terms and conditions on which Supplier will supply goods and services to Customer
and will apply to the exclusion of all other terms and conditions (including those which Customer purports to apply under any order, confirmation of order or
similar document.)
- PRICE AND PAYMENT; DELIVERY
Terms of payment are exclusive of any sales taxes (and any other similar or equivalent taxes, duties, fees, and levies imposed from time to
time by any government or other authority) and such amounts are the responsibility of Customer.
Supplier will be entitled to vary the prices and/or charges for the Goods and/or Services at any time by giving written notice to Customer to
reflect any variation in the cost of supplying the Goods and/or Services which arises as a consequence of: (i) any change in Applicable Law; (ii) any
variation in Customer’s requirements for the Goods and/or Services; or (iii) any information provided by Customer being inaccurate or incomplete.
If any sum payable for the Goods and/or Services is not paid on or before the due date for payment, Supplier will be entitled to charge
Customer interest on that sum at the lesser of (i) 12% per annum or (ii) the maximum interest rate allowed under Applicable Law. Customer shall also
reimburse Supplier for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees.
The Goods will be delivered Ex Works (as such term is defined in Incoterms® 2020) at the location specified by Supplier in its acceptance of
Customer’s order, and risk of damage to or loss of the Goods will pass to Customer upon delivery at such location. - LIMITED WARRANTY
Supplier warrants to Customer that for one year from the delivery date, or the period of time referenced on the appropriate product manual,
or as mutually agreed on the order acknowledgement (the “Warranty Period”), the Goods will conform to the Specification in all material respects and
be free from defects in materials and workmanship in all material respects.
Customer will: (i) give written notice of the breach to Supplier within 5 days after Customer becomes aware of the breach and prior to
expiration of the Warranty Period; (ii) at Supplier’s option either return to Supplier (at Customer’s cost) the relevant Goods or permit Supplier or its
agent to inspect it at Customer’s premises; and (iii) provide to Supplier all information and assistance which Supplier may reasonably require to
investigate the alleged breach.
Supplier will not have any liability for a breach of the warranty in this Condition if (i) Customer does not comply with the obligations in
Condition 2.2; (ii) the relevant defect was caused or exacerbated by improper use, handling, alteration, installation, repair, maintenance, storage, or
failure to comply with instructions provided by Supplier or the manufacturer; or (iii) Customer makes further use of the relevant Goods after discovering
the relevant breach.
Supplier’s only liability and Customer’s sole remedy for breach of the warranty in this Condition will be, at Supplier’s option, to repair or
replace the relevant Goods. The warranty under this Condition will apply to any Goods which are repaired or replaced under Condition for the remainder
of the original Warranty Period.
Components manufactured by a third party (“Third Party Components”) may constitute, contain, be contained in, incorporated into, attached
to, or packaged together with the Goods or Services. Third Party Components are not covered by the foregoing warranty and Supplier makes no
warranty with respect to any Third Party Components.
THE WARRANTY SET FORTH IN THIS CONDITION IS STRICTLY LIMITED TO ITS TERMS AND IS IN LIEU OF ALL OTHER WARRANTIES,
GUARANTEES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, SPECIFICALLY
EXCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTY SET FORTH IN THIS
CONDITION IS MADE SOLELY TO CUSTOMER AND IS NOT TRANSFERRABLE TO ANY OTHER PERSON OR ENTITY. - LIMITATIONS OF LIABILITY
Supplier’s maximum aggregate liability will be limited to a sum that is equal to amount of the relevant transaction.
SUPPLIER WILL HAVE NO LIABILITY TO CUSTOMER FOR ANY LOSS OF PROFIT, USE, REVENUE, GOODWILL, REPUTATION, OPPORTUNITY, OR
BARGAIN, OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY NATURE.
THE LIMITATIONS IN THIS CONDITION SHALL APPLY EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
REGARDLESS OF WHETHER THE CLAIM FOR RECOVERY IS BASED ON (i) BREACH OF WARRANTY OR CONTRACT, OR (ii) NEGLIGENCE, STRICT
LIABILITY, OR OTHER TORT.
For the avoidance of doubt the financial limits on liability set out in Condition 3 are the maximum liability of Supplier, its employees, agents,
and sub-contractors in the aggregate. - INTELLECTUAL PROPERTY. Nothing herein or in the provision of Goods and/or Services will operate to transfer to Customer or to grant to
Customer any license or other right to use any of Supplier’s intellectual property rights, except that Customer may use such intellectual property rights
solely to the extent necessary to use the Goods and Services for the purpose for which they were supplied. Customer will not remove or alter any
trademarks, patent numbers, serial numbers, or other identifying marks on the Goods or their packaging or add any other trademarks, patent numbers,
serial numbers, or other identifying marks to the Goods or their packaging. - COMPLIANCE WITH LAWS
Customer will comply with all Applicable Laws, including, but not limited to, all Data Protection Laws, Anti-Slavery Laws, US Sanctions Laws
(e.g. – regulations according to the Office of Foreign Asset Control (OFAC) of the Treasury Department or Export Administration Regulations (EAR) of
the Commerce Department), and Anti-Corruption Laws.
5.1.1 “Applicable Laws” means any: (a) statute, order, ordinance, regulation, treaty, decree, or law of any governmental, statutory, or
regulatory body, whether local, state, federal, or otherwise; (b) legally binding rule, policy, guidance, or recommendation issued by any governmental,
statutory, or regulatory body, whether local, state, federal, or otherwise; and/or (c) legally binding industry code of conduct or guideline, in each case
in force from time to time which relates to the provision of the Goods and/or Services.
5.1.2 “Anti-Slavery Laws” means all Applicable Laws which relate to anti-slavery or servitude, anti-forced or compulsory labor and/or antihuman trafficking, including, but not limited to, the Modern Slavery Act 2015.
5.1.3 “Anti-Corruption Laws” means all Applicable Laws relating to anti-bribery and anti-corruption including, but not limited to, the UK
Bribery Act 2010, the US Foreign Corrupt Practices Act 1977, and the UN Convention Against Corruption.
5.1.4 “Data Protection Laws” means all Applicable Laws relating to data protection and privacy in force from time to time in those parts of
the world in which Supplier or Customer operate and/or process personal data (either directly or via a third party), including, but not limited to, the
Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the GDPR and the Data Protection Act 2018.
Customer hereby indemnifies and holds Supplier harmless from any liability, claims, demands, or expenses (including, without limitation,
legal fees) arising from Customer’s noncompliance with the provisions of this Condition. - GENERAL
Supplier will not be in breach or otherwise liable to Customer for any failure to perform or delay in performing its obligations to the extent
that such failure or delay is due to a force majeure event.
These Conditions constitute the entire agreement between the parties and supersede any prior agreement or arrangement in respect of the
subject matter hereof.
A delay in exercising or failure to exercise any right or remedy under or in connection with these Conditions will not constitute a waiver of, or
prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the
further exercise of that or any other right or remedy.
If any term of these Conditions is found by any court or body or authority of competent jurisdiction to be unlawful, void, or unenforceable,
such term will be deemed to be severed from these Conditions and the remainder of these Conditions will continue in full force and effect.
Supplier may assign any of its rights and obligations under these Conditions to an affiliate or in connection with the purchase of all or
substantially all of its assets. Customer shall not assign or transfer any of its rights or obligations under these Conditions without Supplier’s prior written
consent.
Supplier’s rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.
These Conditions are made under, and for all purposes shall be construed and enforced in accordance with and governed by, the laws of the
United Kingdom. All actions arising hereunder shall be instituted in United Kingdom. Customer hereby consents to the jurisdiction of laws in said County.
The terms and conditions of any confidentiality and/or non-disclosure agreement in effect between Supplier and Customer is incorporated
herein by reference.