Terms and Conditions of Sale – ScaleFibre UK Ltd (European Union)

Version 2.0 · Last updated 19 August 2026

This document establishes the legal framework for the supply of goods by ScaleFibre UK Ltd, a company incorporated in England and Wales, company registration number 16685020, whose registered office is at 2 Frederick Street, Kings Cross, London WC1X 0ND, United Kingdom (the Supplier), to purchasers established in a Member State of the European Union.

These Standard Terms apply only to sales to businesses. The Supplier does not sell to consumers and does not direct its offering to consumers. Clause 2 sets out how the Supplier applies that limitation, and what happens if a purchaser is nevertheless found to be a consumer.

The Supplier is established in the United Kingdom and is not established in the European Union. It has no subsidiary, branch, establishment, place of business or stock in any Member State, and it has not appointed and does not maintain any authorised representative or responsible economic operator for the purposes of Article 4 of Regulation (EU) 2019/1020 or Article 16 of the GPSR, any only representative under Article 8 of REACH, or any representative in the Union under Article 27 of the GDPR. It is therefore a third-country supplier for every purpose of European Union product, chemicals, data protection and market surveillance law.

The consequence, which the Purchaser must read before ordering, is that the Purchaser is the importer of the Goods into the Union and carries the importer’s obligations under Union law. The Supplier does not sell on any delivered and duty-paid basis, and cannot act as importer of record. The Supplier’s role is to supply the Goods and to supply the declarations, documentation and information the Purchaser needs in order to discharge those obligations. Clauses 5, 9, 12, 15, 16, 18 and 19 set out that allocation in full, and clause 26 explains the effect of the choice of English law and of arbitration.

The Goods supplied under these Standard Terms are passive optical products: fiber optic cable, connectors, splitters, closures, optical distribution frames and unpowered enclosures. The Supplier does not supply into the European Union any product falling within Article 4(5) of Regulation (EU) 2019/1020, which is the closed list of Union acts for which an economic operator established in the Union is required, and these Standard Terms do not apply to the supply of any such product. Clause 15(d) states that scope, and states that an order for such a product for delivery into the Union will be declined.

The Supplier supplies goods only. It does not carry out construction work, installation, commissioning or any other on-site work, and gives no warranty in respect of any such work.

1. Definitions and Interpretation

1.1 Definitions

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

Account Payment means payment in full and in cleared funds of all amounts owing by the Purchaser to the Supplier on any account, whether or not then due for payment.
Agreement means the legally binding contract between the Supplier and the Purchaser for the supply of Goods, comprised of these Standard Terms, any Special Conditions, any Confirmation Email, any Continuing Supply Arrangement, and any Other Documents; and, where the context requires, including in clauses 14(a), 21(d), 23(b), 23(c), 25(a), 25(k), 26(a), 26(c) and 26(h), all such contracts between the parties together with any Continuing Supply Arrangement.
Batteries Regulation means Regulation (EU) 2023/1542 concerning batteries and waste batteries, as amended and as applicable from time to time.
Business Day means a day other than a Saturday, a Sunday, or a public holiday in England and Wales or in the country in which the Purchaser is established, and business hours means 9.00am to 5.00pm in the place of the recipient on a Business Day.
CBAM Regulation means Regulation (EU) 2023/956 establishing a carbon border adjustment mechanism, as amended and as applicable from time to time.
CE Marking means the marking by which a manufacturer indicates that a product is in conformity with the applicable requirements of Union Harmonisation Legislation providing for its affixing.
CISG means the United Nations Convention on Contracts for the International Sale of Goods, concluded at Vienna on 11 April 1980.
Confirmation Email means the written communication issued by the Supplier to the Purchaser formally accepting an order, whether or not it specifies delivery lead-times or any other particular.
Consequential Loss means any loss of income, revenue, profit, financial opportunity, investment return, business or business opportunity, loss of contract, loss of goodwill, loss of data, loss of production or loss of use, downtime costs, diminution in value (other than the difference between the value of the Goods as warranted and the value of the Goods as supplied), any liability of a party to a third party (other than (A) liability of a kind indemnified by the Supplier under clause 16(c), (B) any amount payable under an indemnity in the Agreement in respect of a claim by a third party, and (C) any liability that cannot lawfully be excluded, restricted or modified), Removal Costs to the extent they exceed the Removal Costs Sub-Cap, and any indirect, special, punitive or exemplary loss or damage. Removal Costs up to the Removal Costs Sub-Cap are not Consequential Loss.
Consumer means a natural person who is acting for purposes which are outside that person’s trade, business, craft or profession, within the meaning of Article 2(1) of Directive 2011/83/EU and of the corresponding provision of the law of the Member State in which that person is habitually resident.
Continuing Supply Arrangement means any credit facility, standing order, supply agreement, framework arrangement or open account established between the Supplier and the Purchaser, whether or not any order is outstanding under it.
Data Protection Law means Regulation (EU) 2016/679 (the GDPR), Directive 2002/58/EC as implemented in each Member State, the retained or assimilated United Kingdom equivalents of the GDPR and of the Data Protection Act 2018, and all other applicable data protection and privacy legislation and binding guidance in force from time to time.
Datasheet means, for the relevant Goods, the first of the following that exists, and no other document: (i) the product datasheet issued by the Supplier for those Goods and current at the date of the Confirmation Email; (ii) the datasheet or specification identified in the Confirmation Email; or (iii) the Manufacturer’s published specification for those Goods current at the date of the Confirmation Email. A document marked or described by the Supplier as preliminary, indicative, draft, or for reference only is disregarded for the purposes of paragraph (i), and where the only document the Supplier has issued for those Goods is such a document, paragraphs (ii) and (iii) apply in that order.
Deforestation Regulation means Regulation (EU) 2023/1115 on the making available on the Union market and the export from the Union of certain commodities and products associated with deforestation and forest degradation, as amended by Regulation (EU) 2025/2650 and as applicable from time to time.
EU Declaration of Conformity means the declaration required by the applicable Union Harmonisation Legislation by which the manufacturer takes responsibility for the conformity of a product.
Event of Default means any of the following: (a) the Purchaser fails to pay any amount when due and does not remedy that failure within ten (10) Business Days of written notice, other than an amount disputed by the Purchaser in good faith under clause 10(f); (b) an Insolvency Event; (c) a breach of clause 4(f) that is not capable of remedy, or that is capable of remedy and is not remedied within five (5) Business Days of written notice; (d) any other material breach of the Agreement by the Purchaser that is not capable of remedy, or that is capable of remedy and is not remedied within ten (10) Business Days of written notice from the Supplier; or (e) the occurrence of any event or circumstance entitling the Supplier to terminate the Agreement or any order under clause 23(b) or clause 23(c). Where more than one paragraph of this definition applies to the same event or circumstance, the paragraph specifically directed to that event or circumstance prevails, and for this purpose paragraph (e) is taken to be specifically directed to any event or circumstance entitling the Supplier to terminate under clause 23(b) or clause 23(c), and the notice and cure requirements of the prevailing paragraph apply to the exclusion of those in any other paragraph. No event or circumstance constitutes an Event of Default under any paragraph of this definition to the extent it consists of a failure to pay an amount disputed by the Purchaser in good faith under clause 10(f), for so long as it remains so disputed and the Purchaser has paid the undisputed portion in accordance with clause 10(a); this sentence does not affect the validity of any notice given or right exercised by the Supplier before the dispute was notified, and where a dispute is resolved in the Supplier’s favour the amount is treated as having been due and payable from the original due date and the cure period in paragraph (a) runs from the date of resolution.
Full Payment means, in relation to any Goods, payment in full and in cleared funds of the purchase price of those Goods, including VAT and any delivery, duty and freight charges invoiced with them.
Goods means any goods supplied by the Supplier under the Agreement.
GPSR means Regulation (EU) 2023/988 on general product safety.
Insolvency Event means the Purchaser becomes insolvent or unable to pay its debts as they fall due, suspends or threatens to suspend payment of its debts, has a receiver, administrator, liquidator, insolvency administrator, trustee, court-appointed supervisor or equivalent officer appointed over it or any of its assets, applies for or becomes subject to any bankruptcy, insolvency, restructuring, composition, moratorium, arrangement or equivalent proceeding under the law of any jurisdiction, has any such proceeding commenced against it that is not discharged within twenty-one (21) days, ceases or threatens to cease to carry on all or a material part of its business, or is subject to any analogous event in any jurisdiction.
Late Payment Directive means Directive 2011/7/EU on combating late payment in commercial transactions, as implemented in each Member State.
Manufacturer means the third party that manufactured the relevant Goods.
Member State means a member state of the European Union.
NCNR Goods means Goods identified as non-cancellable and non-returnable in the Confirmation Email, where that identification is effective under this definition. An identification is effective only where the designation was stated in the Supplier’s quotation or in the Purchaser’s purchase order, or where the Purchaser does not reject it by written notice given within two (2) Business Days of the Confirmation Email. Where the Purchaser rejects the designation within that period, the Goods are not NCNR Goods and the order lapses in respect of those Goods without charge to either party.
Other Documents means any additional document that the Supplier and the Purchaser have expressly agreed in writing forms part of the contract between them for the supply of Goods.
Packaging Regulation means Regulation (EU) 2025/40 of the European Parliament and of the Council of 19 December 2024 on packaging and packaging waste, amending Regulation (EU) 2019/1020 and Directive (EU) 2019/904, and repealing Directive 94/62/EC, as amended and as applicable from time to time.
Product Liability Law means the law of a Member State implementing Council Directive 85/374/EEC concerning liability for defective products or Directive (EU) 2024/2853 on liability for defective products, in each case as applicable to the Goods.
Product Liability Recourse Sub-Cap means the limit of indemnity from time to time maintained by the Supplier under clause 5(f).
Purchaser means the person, firm or company to whom the Goods are supplied by the Supplier.
REACH means Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals, as amended.
Removal Costs means the reasonable and properly incurred costs of removing, de-installing, disconnecting, retrieving and returning Goods that are defective, that do not conform to the Agreement, or that are the subject of a recall or corrective action under clause 15(i), of supplying and installing replacement Goods, of re-terminating, re-splicing, re-testing and re-commissioning them, and of making good any land, building, structure, pit, pole, duct or conduit disturbed in doing so.
Removal Costs Sub-Cap means, in respect of any Goods, an amount equal to the price paid or payable by the Purchaser for those Goods.
RMA means a Return Material Authorisation issued by the Supplier for the purpose of authorising the return of Goods.
RoHS Directive means Directive 2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic equipment, as amended.
Rome I means Regulation (EC) No 593/2008 on the law applicable to contractual obligations.
Special Conditions means any terms and conditions expressly agreed in writing between the parties that are intended to modify or supplement these Standard Terms.
Standard Terms means the terms and conditions set out in this document.
Stock Items means Goods identified as stock items in the Confirmation Email, being catalogue Goods of a kind ordinarily held by the Supplier in stock and, at the time of the return request or cancellation, in unmodified, saleable condition, excluding cut cable, custom assemblies, made-to-order Goods, and NCNR Goods. Where the Confirmation Email does not identify Goods as Stock Items or as NCNR Goods, the Goods are Stock Items if they are catalogue Goods of a kind ordinarily held by the Supplier in stock, are not cut cable, custom assemblies or made-to-order Goods, and are, at the time of the return request or cancellation, in unmodified, saleable condition and in their original packaging.
Supplier means ScaleFibre UK Ltd, company registration number 16685020, of 2 Frederick Street, Kings Cross, London WC1X 0ND, United Kingdom.
Supplier Warranties means the express warranties and remedies given by the Supplier in clause 8(g) (conformity with the Datasheet), clause 11(a) (title and freedom from third-party rights), clause 11(c) (Goods manufactured, assembled or terminated by the Supplier) and clause 11(f) (backstop remedy), and Supplier Warranty means any one of them.
TCA means the Trade and Cooperation Agreement between the European Union and the European Atomic Energy Community, of the one part, and the United Kingdom of Great Britain and Northern Ireland, of the other part.
Trade Control Laws means all applicable export control, import control, customs, economic sanctions, financial sanctions, anti-boycott, embargo and trade compliance laws and regulations of the European Union, any Member State, the United Kingdom, the United States, the United Nations, the country in which the Goods were manufactured, the country in which the Purchaser is established, and the country of final destination of the Goods.
Union means the European Union, and Union Harmonisation Legislation means the Union legislation listed in Annex I to Regulation (EU) 2019/1020 and any other Union legislation harmonising the conditions for the marketing of products.
VAT means value added tax imposed under Council Directive 2006/112/EC as implemented in any Member State, and any equivalent tax imposed in the United Kingdom or elsewhere.
Warranty Period means the period of twelve (12) months from the date of delivery of the Goods to the Purchaser.

1.2 Interpretation

(a) A reference to the Supplier or the Purchaser includes their respective successors and permitted assigns.
(b) The documents forming the Agreement are intended to be mutually explanatory. In the event of an inconsistency, the following order of precedence applies, from highest to lowest: (i) any Special Conditions; (ii) any Other Documents; (iii) any Continuing Supply Arrangement; (iv) the Confirmation Email, but only as to the commercial particulars it is issued to record, being price, quantity, currency, delivery lead-time or estimated delivery date, any Special Conditions reference, Incoterms basis and named place, any Datasheet or specification reference, any NCNR designation, any Stock Item designation, any commitment date, the identity of the person who is to be the importer under clause 15(b)(ii), any host-equipment coding or keying particular referred to in clause 20(g), and the notice address; and (v) these Standard Terms. The Confirmation Email does not vary these Standard Terms in any other respect, and any provision of a Confirmation Email purporting to do so has effect only if separately agreed in writing by the Purchaser.
(c) Headings are for convenience only and do not affect the interpretation of the clauses.
(d) A reference to “writing” includes email and any other form of written electronic communication.
(e) “Including” and “includes” are not words of limitation.
(f) A reference to a Union act, a directive, a regulation or a statute includes any amendment, replacement or re-enactment of it, any delegated or implementing act made under it, and any national law implementing it.
(g) The plural form of a defined term has the corresponding meaning.
(h) A reference to a clause is a reference to a clause of these Standard Terms.
(i) Where a period is expressed to run from the giving of a notice, it runs from the day after the notice is received.
(j) Where these Standard Terms refer to a requirement of Union law or of the law of a Member State, that reference is descriptive and does not of itself impose any obligation additional to that law, and does not make either party responsible for the other party’s compliance with it except where expressly stated.

2. Scope, Business-to-Business Application, and Formation of Contract

(a) Business purchasers only. These Standard Terms apply only to the supply of Goods to a Purchaser acting for purposes relating to its trade, business, craft or profession. The Supplier does not offer, advertise or supply Goods to Consumers, does not operate a consumer-facing sales channel, and does not direct any commercial activity to Consumers in any Member State.

(b) Purchaser’s confirmation of status. By placing an order, the Purchaser represents and warrants that: (i) it is not a Consumer; (ii) it acquires the Goods wholly or predominantly for the purposes of its trade, business, craft or profession, and not for personal, domestic or household use or consumption; (iii) it is established in a Member State and is registered for VAT in that Member State or is otherwise a taxable person for the purposes of Council Directive 2006/112/EC, and it acknowledges that these Standard Terms are not offered for supplies to purchasers established outside the Union, for which the Supplier publishes separate terms; (iv) the business registration number, VAT identification number and place of establishment it has given to the Supplier are complete and accurate; and (v) it will itself be the importer of the Goods into the Union, or will procure that a person established in the Union is the importer and will identify that person to the Supplier in writing before the Supplier accepts the order. The Supplier supplies in reliance on those representations. The Purchaser acknowledges that the Supplier has no establishment in the Union and cannot be the importer, the importer of record or the declarant, that the representation in paragraph (v) is fundamental to the Supplier’s ability to accept the order at all, and that clauses 5(d) and 15(b) apply on that basis. The Purchaser must notify the Supplier in writing immediately if the representation in paragraph (v) ceases to be correct.

(c) Mixed-purpose acquisitions. Where Goods are acquired partly for business and partly for private purposes, these Standard Terms apply only where the business purpose is predominant. If the business purpose is not predominant, clause 2(e) applies.

(d) Rejection of consumer orders. If the Supplier becomes aware, before or after acceptance of an order, that the Purchaser is or may be a Consumer, the Supplier may decline the order, or cancel the order in whole or in part by written notice, and will refund any amount paid in respect of Goods not delivered. The Supplier is not liable for any loss arising from a rejection or cancellation under this clause.

(e) Saving for mandatory consumer protection. If, despite clauses 2(a) to 2(d), a court or arbitral tribunal of competent jurisdiction determines that the Purchaser is a Consumer, then: (i) nothing in the Agreement excludes, restricts or modifies any right or remedy conferred on that person by a provision that cannot be derogated from by agreement under the law of the country in which that person is habitually resident, as preserved by Article 6(2) of Rome I, or by any other mandatory rule of consumer protection; (ii) clauses 13, 14, 26(c), 26(d) and 26(h) do not apply to that person except to the extent permitted by the applicable mandatory rules; and (iii) nothing in the Agreement deprives that person of the right to bring proceedings in the courts of the Member State in which that person is domiciled, or subjects that person to proceedings in any other forum where the applicable law does not permit it. This clause records the position under the applicable law; it is not, and must not be read as, an acknowledgement that any Purchaser is a Consumer.

(f) Contractual framework. To the extent permitted by law, the legal relationship between the Supplier and the Purchaser is governed exclusively by: (i) these Standard Terms; (ii) any Special Conditions expressly agreed in writing; (iii) the specific commercial details in the Supplier’s Confirmation Email; (iv) any Continuing Supply Arrangement; and (v) any Other Documents. The documents in this clause are listed in no particular order; precedence between them is determined by clause 1.2(b).

(g) Purchaser’s terms. Any terms proposed by the Purchaser in a purchase order, portal, general conditions of purchase, acknowledgement, or otherwise, that are different from or additional to these Standard Terms, are expressly rejected and do not apply unless agreed in writing by the Supplier. The Supplier’s acceptance of any order is expressly made conditional on the Purchaser’s terms not applying, and the Supplier would not accept the order on any other basis. Commencement of performance, delivery of the Goods, acceptance of payment, or reference to the Purchaser’s document for identification purposes, does not constitute acceptance of the Purchaser’s terms. The parties acknowledge that the law of some Member States resolves a conflict between competing standard terms by reference to the first or the last set exchanged, and others by disregarding the conflicting provisions of both; this clause is intended to operate to the fullest extent permitted under whichever approach applies, and where the conflicting provisions of both sets fall away, the provisions of these Standard Terms that do not conflict with the Purchaser’s terms continue to apply and the resulting gap is filled in accordance with the applicable law.

(h) Quotations. Quotations are for information only and do not constitute a binding offer to sell. A quotation may be revoked or amended at any time before the Supplier issues a Confirmation Email. Unless stated otherwise, quotations expire after thirty (30) days and are subject to the Supplier obtaining any necessary licence, authorisation or approval. If actual order quantities differ from those quoted, the Supplier may adjust pricing and delivery timelines accordingly.

(i) Formation. Except in the case of a Continuing Supply Arrangement, a binding agreement is formed only upon issuance of a Confirmation Email by the Supplier. An automated acknowledgement of receipt of an order is not a Confirmation Email and does not constitute acceptance. A Continuing Supply Arrangement takes effect on its written establishment by the Supplier and is binding whether or not any order is outstanding under it. Any purchase order issued by the Purchaser constitutes an offer to contract on the framework in clause 2(f). If the Purchaser does not receive a Confirmation Email, the Purchaser is responsible for requesting it.

(j) Entire agreement. The documents forming the Agreement constitute the entire agreement between the parties and supersede all prior negotiations, representations and communications. Nothing in this clause excludes, restricts or modifies any liability of a party for fraud or fraudulent misrepresentation, or any liability or remedy that cannot lawfully be excluded, restricted or modified.

(k) Acceptance and incorporation. These Standard Terms are published on the Supplier’s website and are incorporated into every quotation, Confirmation Email and order. By placing an order, accepting a Confirmation Email, or taking delivery of any Goods, the Purchaser acknowledges that these Standard Terms were made available to it in a form allowing it to store and reproduce them before the order was placed, that it has been given a reasonable opportunity to read them, and that it accepts and adopts them. The Confirmation Email will identify the version of these Standard Terms governing the order, being the version determined under clause 24(b). That identification records, and does not determine or vary, the governing version, and if a Confirmation Email identifies a version other than the version determined under clause 24(b), clause 24(b) prevails.

3. Credit and Security for Payment

(a) Credit is discretionary. A quotation does not constitute an offer of credit. All credit applications are subject to the Supplier’s internal approval process. The Supplier may vary or withdraw any credit facility or credit limit on reasonable grounds by written notice to the Purchaser, and clause 23(a) does not apply to the variation or withdrawal of a credit facility or credit limit. The variation or withdrawal does not of itself affect any order already accepted, and may not be made by reason of an amount disputed by the Purchaser in good faith under clause 10(f). The variation or withdrawal of a credit facility or credit limit does not of itself constitute an Event of Default by the Purchaser, and outstanding balances remain payable in accordance with clause 10.

(b) Guarantees. The Supplier may require the directors, officers, shareholders or any parent or affiliated undertaking of a corporate Purchaser to provide a guarantee and indemnity in the form required by the Supplier as a condition of supply or of the grant or continuation of credit.

(c) Financial information. The Purchaser must provide current financial statements and authorise credit enquiries within five (5) Business Days of the Supplier’s written request. The Purchaser must also notify the Supplier in writing within five (5) Business Days of becoming aware of any of the following: (i) an event of default, or an event that with the giving of notice or the lapse of time would be an event of default, under any facility under which the Purchaser or any of its affiliated undertakings borrows money or is provided with financial accommodation, or the acceleration, cancellation, suspension or non-renewal of any such facility; (ii) the entry of a judgment or the making of an order for the payment of money against the Purchaser for an amount exceeding EUR 100,000, or for amounts exceeding EUR 100,000 in aggregate in any twelve (12) month period, that is not satisfied, set aside or stayed within ten (10) Business Days; (iii) the commencement against the Purchaser of any insolvency, restructuring, moratorium or equivalent proceeding, or the service of any statutory or equivalent demand; (iv) the taking of any step to enforce, or the giving of any notice of intention to enforce, any security over any material asset of the Purchaser by another secured creditor; or (v) the Purchaser ceasing, or resolving to cease, to carry on all or a material part of its business. A notification under this clause is not of itself an Event of Default, but the Supplier may act on it under clauses 3(a), 3(e) and 3(g).

(d) Affiliated purchasers. Where any affiliated undertaking of the Purchaser purchases under the same account, the Purchaser must procure that entity’s compliance with the Agreement and indemnifies the Supplier against all amounts owing in respect of those purchases and all loss the Supplier suffers as a result of non-payment. This clause creates a primary obligation of the Purchaser, is not a guarantee of the obligations of another person, and is not conditional on the Supplier first proceeding against that entity. The Supplier may in addition require a separate guarantee and indemnity under clause 3(b). The Purchaser must not permit any affiliated undertaking to order or take delivery of Goods under the Purchaser’s account unless that entity has first executed and delivered to the Supplier a deed or agreement of accession in the form required by the Supplier, under which it agrees to be bound by these Standard Terms as if it were the Purchaser and grants the Supplier the retention of title and security described in clause 4 over the Goods supplied to it.

(e) Suspension and assurance of performance. The Supplier may suspend delivery of undelivered Goods, or require payment in advance or other reasonable assurance of performance, where any amount (other than an amount disputed by the Purchaser in good faith under clause 10(f)) is overdue, or where the Supplier has reasonable grounds to believe that the Purchaser will not perform a material part of its obligations. The Supplier will notify the Purchaser in writing of any such suspension and of the grounds for it, and will resume performance promptly on receipt of payment or of the assurance required. This clause is without prejudice to any right to withhold performance conferred by the applicable law.

(f) Retention and lien over property in the Supplier’s possession. To the extent permitted by the law of the place where the property is situated, the Purchaser grants the Supplier a lien and right of retention over all goods of the Purchaser that come into the Supplier’s actual possession in connection with the supply of Goods, other than Goods returned under clause 7(c), 11(h) or 15(i), securing all amounts owing by the Purchaser to the Supplier on any account that are due and payable, until those amounts are paid in full. The Purchaser warrants that it owns, or is authorised by the owner to grant this lien over, all such property, and indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from any claim by a third party in respect of property over which the Purchaser has granted this lien. The Supplier may not exercise any right of sale in respect of property that the Supplier knows or has reason to believe is not owned by the Purchaser, or in respect of an amount disputed by the Purchaser in good faith under clause 10(f) while it remains so disputed. If any amount that is due and payable remains unpaid for thirty (30) days after the Supplier gives written notice identifying the property it intends to sell and the amount required to redeem it, the Supplier may, to the extent permitted by the applicable law and after complying with any procedural requirement of that law, sell so much of that property as is reasonably necessary to satisfy the amount due together with its reasonable costs of sale, and must credit the Purchaser with the value realised and account to the Purchaser for any surplus. The Purchaser, or any other person entitled under the applicable law, may redeem the property at any time before sale by paying the amounts then due together with the Supplier’s reasonable costs of enforcement.

(g) Credit limit. Where the Supplier has notified the Purchaser in writing of a credit limit, the Purchaser must ensure that the aggregate of all amounts owing by it to the Supplier on any account, whether or not then due for payment, together with the price of Goods the subject of orders accepted but not yet invoiced, does not at any time exceed that limit. The Supplier is not obliged to accept any order, or to deliver any Goods, where doing so would cause the limit to be exceeded, and any failure or delay in acceptance or delivery attributable to that is not a breach of the Agreement. If the limit is exceeded, the Purchaser must within five (5) Business Days of written notice either reduce the amount owing to below the limit or provide prepayment or other security acceptable to the Supplier, acting reasonably, failing which the amount by which the limit is exceeded becomes immediately due and payable. The acceptance of an order or the delivery of Goods that causes the limit to be exceeded is not a waiver of this clause, does not vary the limit, and does not affect the Purchaser’s liability for the amount owing. A credit limit is the maximum exposure the Supplier is prepared to carry and is not a commitment to supply.

4. Retention of Title and Security

(a) Simple retention of title. Title in the Goods does not pass to the Purchaser until Full Payment for those Goods. The parties expressly agree this retention of title before delivery, and record that Article 9 of the Late Payment Directive requires Member States to provide, in accordance with the applicable national provisions designated by private international law, that the Supplier retains title to the Goods until they are fully paid for where a retention of title clause has been expressly agreed between the parties before delivery.

(b) Extended retention of title. To the fullest extent permitted by the law of the place where the Goods are situated: (i) title in the Goods does not pass until Account Payment; (ii) where the Goods are processed, treated, combined or mixed with other goods, the Supplier acquires co-ownership of the resulting product in the proportion that the invoice value of the Goods bears to the value of the other goods at the time of processing, and the Purchaser holds the resulting product for the Supplier free of charge; and (iii) the Purchaser assigns to the Supplier by way of security, with effect from the date of the Agreement, all claims against its own customers arising from the resale of the Goods, up to the amount of the Supplier’s invoice value of those Goods, and the Supplier accepts that assignment. The Purchaser remains authorised to collect those claims in the ordinary course of its business until the Supplier revokes that authority following an Event of Default. On the Supplier’s written request after an Event of Default, the Purchaser must identify the assigned claims and the debtors and provide the information necessary to collect them, and must notify those debtors of the assignment.

(c) Effect of local law. The parties acknowledge that the proprietary effect of clauses 4(a) and 4(b), as against the Purchaser’s insolvency administrator and third parties, is governed by the law of the place where the Goods are situated and not by the law governing the Agreement, that the extended forms of retention of title in clause 4(b) are not recognised, or are recognised only subject to additional formalities, in some Member States, and that the effectiveness of a retention of title in an insolvency is determined by the applicable insolvency law, including Regulation (EU) 2015/848. Where any part of clause 4(b) is ineffective under that law, clause 4(a) continues to apply to the fullest extent permitted, and the ineffectiveness of any part does not affect the remainder.

(d) Local perfection. Where the law of the place where the Goods are or will be situated requires any step to be taken in order for a retention of title or equivalent security to be effective against third parties, including registration in a public register, notarisation, endorsement of a certified or authenticated date, entry in the Purchaser’s accounting records, or notification to any person, the Purchaser must at its own cost promptly take that step, and do everything else the Supplier reasonably requires, to create, perfect, register, record, maintain and enable the enforcement of security equivalent to that granted under clauses 4(a) and 4(b) under that law. If the Purchaser fails to comply within five (5) Business Days of written notice, the Purchaser irrevocably authorises the Supplier to do in the Purchaser’s name anything the Purchaser was required to do, and ratifies anything the Supplier does under this clause.

(e) Location of the Goods. Until Full Payment for the relevant Goods, the Purchaser must not remove, or permit the removal of, those Goods from the Member State of the delivery destination stated in the Confirmation Email without giving the Supplier not less than ten (10) Business Days’ prior written notice stating the destination country, the intended location, and the name and address of any person who will hold the Goods. The Purchaser indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from a removal in breach of this clause or a failure to comply with clause 4(d), including any loss of title, priority or security.

(f) Dealings with the Goods. Until Full Payment for the relevant Goods the Purchaser must: (i) keep the Goods safe, insured against all usual risks for their full replacement value, and free from deterioration or loss, note the Supplier’s interest on that insurance, and provide a certificate of currency on request; (ii) store the Goods separately from all other goods so that they remain readily identifiable as the Supplier’s property, and provide to the Supplier within two (2) Business Days of written request a record of the location, quantity and drum, reel or serial identification of all Goods for which Full Payment has not been made; (iii) not remove, deface or obscure any identifying mark, label, serial number or packaging on or relating to the Goods; (iv) sell the Goods only in the ordinary course of its business, and a sale by way of bulk disposal of inventory otherwise than to a customer of the Purchaser, or a sale not at arm’s length, is not a sale in the ordinary course of business; (v) not pledge, charge, assign by way of security or otherwise encumber the Goods, or any claim assigned under clause 4(b)(iii), in favour of any third party; (vi) not affix the Goods to any land or building, or permit them to be so affixed, before Full Payment without the Supplier’s prior written consent, and where consent is given, do all things the Supplier reasonably requires to preserve the Supplier’s interest, including procuring from the owner or occupier of the land a written acknowledgement of the Supplier’s rights; and (vii) notify the Supplier in writing within two (2) Business Days if any third party takes or threatens any step of enforcement, attachment, seizure or execution against the Goods, and at the same time inform that third party of the Supplier’s rights.

(g) Proceeds. Where the Purchaser sells or otherwise disposes of the Goods before Full Payment for those Goods, and to the extent the assignment in clause 4(b)(iii) is not effective under the applicable law, the Purchaser must keep so much of the proceeds as equals the amount then owing to the Supplier in respect of those Goods separate from its own money, account to the Supplier for those proceeds on demand, and must not assert any set-off or counterclaim against them except as permitted by clause 10(e). The Purchaser must maintain records sufficient to identify the proceeds of each item of Goods. This clause operates in addition to, and does not limit, clause 4(b)(iii).

(h) Release of security. Where the realisable value of the security held by the Supplier under this clause 4 exceeds the amounts secured by more than ten percent (10%) on a lasting basis, the Supplier will, at the Purchaser’s written request, release security of its choice to the extent of the excess.

(i) Recovery. If an Event of Default has occurred and is continuing and Account Payment has not been made, the Supplier may, after giving written notice and, where the applicable law requires it, after first withdrawing from or terminating the Agreement in accordance with that law, require the Purchaser to deliver up the Goods for which Full Payment has not been made and, for that purpose, the Purchaser grants the Supplier and its agents a licence to enter any premises occupied or controlled by the Purchaser at which those Goods are located, on reasonable notice and during business hours. Where the Goods are located at premises not occupied or controlled by the Purchaser, the Purchaser will use its best endeavours to procure the occupier’s consent to that entry. The Supplier will not use force against any person and will cause no more damage than is reasonably necessary. The Supplier may recover only so much of the Goods as is reasonably necessary to satisfy the amount then due and payable, together with its reasonable costs of recovery, and must credit the Purchaser with the value realised on any Goods recovered. The Purchaser indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from an entry made with the Purchaser’s authority under this clause. This clause is subject to any restriction imposed by the applicable insolvency law.

(j) Insolvency. The Purchaser must notify the Supplier in writing immediately on the occurrence of an Insolvency Event and must, on request, provide the Supplier and, where applicable, procure that its insolvency administrator provides the Supplier with the location, description and quantity of all Goods for which Full Payment has not been made, within five (5) Business Days. The Purchaser acknowledges that the Supplier’s rights under this clause 4 may be exercisable only with the consent of an insolvency administrator or the leave of a court, and that where the exercise of a right under this clause 4 or clause 23 is stayed or suspended by the applicable insolvency law, that right is suspended and not extinguished, and revives to the fullest extent the law allows.

(k) Certificate. A document signed by an officer of the Supplier identifying the Goods for which Full Payment has not been made and certifying the amount owing is, in the absence of manifest error, evidence of those matters.

5. Delivery Terms, Title and Risk

(a) Delivery terms. Unless otherwise agreed in writing, supplies are made on the Incoterms 2020 basis stated in the Confirmation Email or, where none is stated, FCA the Supplier’s nominated place (Incoterms 2020). The only Incoterms 2020 rules the Supplier offers are EXW, FCA, FAS, FOB, CPT, CIP, CFR, CIF and DAP, being the rules under which the Purchaser, and not the Supplier, clears the Goods for import into the Union. The Supplier does not sell on DDP terms or on any other basis under which the Supplier would be the importer or the importer of record, for the reasons given in clause 5(d). A reference in the Agreement to an Incoterm is a reference to Incoterms 2020, and Incoterms 2020 apply only to the extent they are not inconsistent with these Standard Terms.

(b) Risk. Subject to clause 5(d), risk in the Goods passes to the Purchaser in accordance with the applicable Incoterms 2020 rule and, where none applies, on completion of loading of the Goods onto the first carrier or onto the Purchaser’s vehicle. Where the Purchaser fails to take delivery, risk passes in accordance with clause 6(b).

(c) Title. Title in the Goods passes on Full Payment for those Goods, subject to clause 4. Nothing in clause 5(a) or 5(b) causes title to pass earlier.

(d) DDP is not available, and the Purchaser is the importer. Paragraphs (i) to (iii) of this clause state the legal position and the Supplier’s consequent trading policy; they are not terms the Supplier is able to waive, and no Special Condition, Confirmation Email or course of dealing operates as a waiver of them. (i) Article 170(2) of the Union Customs Code requires the declarant to be established in the customs territory of the Union, and the derogations in Article 170(3), which cover transit, temporary admission, declarations lodged occasionally where the customs authorities consider that justified, and declarants established in an adjacent territory presenting the goods at an adjacent border customs office, do not cover the routine release of the Goods for free circulation; the Supplier is not established in the customs territory of the Union and cannot lawfully act as declarant. (ii) The Supplier has not appointed an indirect customs representative under Article 18 of the Union Customs Code and does not intend to do so; an indirect representative lodges the declaration in its own name, becomes jointly and severally liable for the customs debt, and would itself become the person placing the Goods on the Union market and so the importer for the purposes of Union Harmonisation Legislation, and neither the Supplier nor an ordinary customs agent is willing to carry the importer’s product obligations on that footing. (iii) Accordingly the Supplier does not offer, quote or accept orders on a DDP (Incoterms 2020) basis, or on any other basis under which the Supplier would be the importer, the importer of record or the declarant for release into free circulation, and any request, purchase order, portal entry or other document of the Purchaser specifying DDP is rejected under clause 2(g). (iv) If a Confirmation Email nevertheless specifies DDP, it has effect as DAP (Incoterms 2020) to the same named place, the Purchaser is the importer of record, clause 9(e) applies, and the price is adjusted by, and only by, the customs duties, import VAT and import charges the Purchaser will bear as a result; the Purchaser may instead cancel the affected order without charge by written notice given within ten (10) Business Days of becoming aware that the Confirmation Email specified DDP, and the Supplier will refund any amount prepaid in respect of it. (v) On every supply, the Purchaser, or the person established in the Union identified by the Purchaser under clause 2(b)(v), is the importer of the Goods into the Union for the purposes of both customs law and Union Harmonisation Legislation, and clauses 9(e), 15, 16(b) and 18 apply on that basis. (vi) Nothing in this clause prevents the Supplier from quoting a delivered price on a DAP basis, under which the Supplier bears carriage to the named place and the Purchaser bears import clearance, customs duty and import VAT. (vii) This clause states the position for so long as the Supplier has no establishment in the Union; if the Supplier establishes in the Union it will publish an amended version of these Standard Terms under clause 24, and nothing in this clause obliges it to establish in the Union.

(e) Purchaser’s insurance. The Purchaser must keep the Goods insured against loss or damage for their full replacement value from the passing of risk until Full Payment for those Goods, in accordance with clause 4(f)(i).

(f) Supplier’s insurance. The Supplier will maintain, with insurers of recognised standing, public and products liability insurance with a limit of indemnity of not less than EUR 10,000,000 for any one occurrence and, in respect of products liability, not less than EUR 10,000,000 in the aggregate in any one period of insurance, in each case determined as at the inception or renewal of the relevant policy and to the extent such insurance is available to the Supplier on commercially reasonable terms. Erosion or exhaustion of an aggregate limit by the payment of, or the establishment of reserves for, claims during a period of insurance is not of itself a breach of this clause, provided that the Supplier uses reasonable endeavours to reinstate the limit where reinstatement is available on commercially reasonable terms. The Supplier will provide a certificate of currency on written request. Any requirement to note the Purchaser as an interested party, or to carry higher limits, applies only where agreed in the Special Conditions and at the Purchaser’s cost. The Supplier maintains this insurance for its own benefit. This clause confers no right, interest or benefit on the Purchaser in respect of any policy or its proceeds, is not a warranty that any loss is or will be covered by insurance, and the existence, terms, limits, availability, response or proceeds of any insurance maintained by the Supplier must not be taken into account in construing or applying, and do not affect the operation of, clause 12, 13, 14 or 16.

(g) Partial deliveries. The Supplier may deliver the Goods by instalments. Each instalment may be invoiced and is payable in accordance with clause 10. A defect in, or a failure to deliver, any instalment does not entitle the Purchaser to terminate the Agreement or to reject any other instalment, except where the defect or failure gives the Purchaser reasonable grounds to conclude that a similar defect or failure will occur in respect of future instalments and goes to the root of the Agreement as a whole.

6. Delivery, Inspection and Notification

(a) Delivery dates. Any delivery time or date stated is an estimate only. The Supplier is not liable for any Consequential Loss resulting from delay in delivery, and its liability for any other loss resulting from delay in delivery is limited in accordance with clause 14(a). The Supplier will notify the Purchaser of any material change to an estimated delivery date. The estimated delivery date is the date stated in the Confirmation Email or, where the Confirmation Email states a lead-time rather than a date, the date falling at the end of that lead-time calculated from the date of the Confirmation Email. Where delivery is delayed by more than forty-five (45) days beyond the estimated delivery date, the Purchaser may, after giving the Supplier written notice and a further period of fourteen (14) days to deliver, cancel the undelivered portion of the affected order without charge by written notice given before the Supplier dispatches the affected Goods, and the Supplier will refund any amount paid for the cancelled Goods. The right in this sentence is not exercisable in respect of Goods that have been dispatched, and the Supplier will notify the Purchaser of dispatch of the affected Goods. This right does not apply to cut cable, custom or made-to-order Goods, or NCNR Goods once cutting or production has commenced or the Supplier has made an irrevocable commitment in respect of them. Nor does it apply where the delay is caused by an event that is a force majeure event for the purposes of clause 22(a), which is dealt with under clause 22. Time is not of the essence in respect of any obligation of the Supplier to deliver the Goods, and no failure to deliver by an estimated delivery date, or any other delay in delivery, entitles the Purchaser to terminate the Agreement or any order, other than as expressly provided in this clause 6(a) or in clause 22(c) or 23(b). This sentence does not apply to any obligation of a party to pay money, and does not exclude any right of the Purchaser to fix an additional period for performance, and to withdraw from or terminate the affected order on its expiry, where that right is conferred by a provision of the applicable law that cannot be derogated from by agreement.

(b) Failure to take delivery. If the Purchaser fails to take delivery of the Goods on the date on which they are placed at its disposal, otherwise than by reason of the Supplier’s breach or a force majeure event affecting the Purchaser: (i) risk in the Goods passes to the Purchaser on that date; (ii) the Goods are deemed delivered for the purposes of the Warranty Period and of clause 10; and (iii) the Supplier may store the Goods at the Purchaser’s risk and cost and charge the Purchaser its reasonable storage, insurance and handling costs. If the Purchaser has not taken delivery within sixty (60) days of that date, the Supplier may, on giving fourteen (14) days’ written notice, sell or otherwise dispose of the Goods and apply the net proceeds against the amounts owing, accounting to the Purchaser for any surplus.

(c) Shortages, transit damage and incorrect supply. The Purchaser must examine the Goods, or cause them to be examined, within as short a period as is practicable in the circumstances and in any event within ten (10) Business Days of delivery. The Purchaser must notify the Supplier in writing of any shortage, damage in transit, or incorrect supply within ten (10) Business Days of delivery, specifying the nature of the non-conformity, and must give the Supplier a reasonable opportunity to inspect the Goods before they are used, processed, resold or altered. Where damage or shortage is apparent on delivery, the Purchaser must also record it on the carrier’s delivery documentation and notify the Supplier within three (3) Business Days.

(d) Latent defects. The Purchaser must notify the Supplier in writing of any defect that was not reasonably discoverable on the examination required by clause 6(c) within ten (10) Business Days of the date on which the Purchaser discovered, or ought reasonably to have discovered, the defect, and in any event before the end of the Warranty Period.

(e) Effect of failure to notify. Subject to clause 12, if the Purchaser does not give notice in accordance with clause 6(c) or 6(d), the Goods are deemed to conform to the Agreement in respect of the matter that ought to have been notified, and the Purchaser loses the right to rely on that non-conformity. This clause does not apply where the Supplier knew, or could not have been unaware, of the non-conformity and did not disclose it to the Purchaser, and does not apply to any right or remedy that cannot lawfully be excluded or restricted, or to any period that cannot lawfully be shortened, under the applicable law.

(f) Continuing obligation to pay. The giving of a notice under clause 6(c) or 6(d) does not entitle the Purchaser to withhold payment of any amount that is not disputed in good faith under clause 10(f).

(g) Quantity tolerance and documentation. The delivered quantity is subject to clause 8(a). The Supplier will supply with each delivery a packing note identifying the Goods, the quantity, and any batch, drum, reel or serial identification, and will supply the documents required by clause 9(d) and clause 15(c) in accordance with those clauses.

7. Returns, Cancellation and Change Orders

(a) Returns for convenience. A request to return Stock Items must be made within thirty (30) days of the invoice date. Returns are subject to a restocking fee equal to the greater of twenty-five percent (25%) of the invoice value or any restocking fee charged to the Supplier by the Manufacturer, up to a maximum of forty percent (40%) of the invoice value, plus all freight costs. The Supplier is under no obligation to accept a return of Stock Items and does so as an accommodation to the Purchaser. The restocking fee reflects the Supplier’s handling, inspection and re-packaging costs and the reduction in value of Goods returned to stock. The Supplier will advise the applicable restocking fee before issuing the RMA. The Purchaser may show that the loss the Supplier has in fact suffered, or would ordinarily suffer, is lower than the restocking fee, in which case only that lower amount is payable, save that the Purchaser must in every case reimburse any restocking or cancellation charge the Supplier has actually paid, or is liable to pay, to the Manufacturer in respect of the returned Goods, together with all freight costs.

(b) Exclusions. No return for convenience is permitted for cut cable (being cable cut from a full drum or reel length), custom-cut cable, made-to-order cable or assemblies, customised products, or NCNR Goods. This clause applies only to returns for the Purchaser’s convenience and does not limit any right of the Purchaser under clause 6, 8(g), 11, 12 or 15(i). A designation of Goods as NCNR Goods is effective only as provided in the definition of NCNR Goods in clause 1.1.

(c) RMA. No return will be accepted without a valid RMA issued by the Supplier. A request for an RMA must be made in writing, and the Supplier will issue the RMA, or decline the request by written notice, within five (5) Business Days of receiving the request. The completed RMA must be returned within five (5) Business Days of issue, and the Goods must be returned within fourteen (14) calendar days of the date the RMA is issued, in original condition and packaging, freight prepaid. If either of those periods is not met the RMA lapses, and the Supplier may reissue it, acting reasonably and having regard to the reason for the delay. This clause does not apply to a return under clause 7(d), 11(h) or 15(i) except as to the requirement to obtain an RMA, which the Supplier will not unreasonably refuse or delay in those cases.

(d) Incorrect supply. Where the Supplier has supplied in error, the Purchaser must give written notice in accordance with clause 6(c). Subject to inspection, the Supplier will issue a credit for the invoiced amount without restocking fee, will bear the freight cost of the return, and will supply the correct Goods within a reasonable time.

(e) Cancellation. Except as provided in clauses 6(a), 7(h), 9(f), 9(g), 22(c), 23(b) and 23(c), an order may not be cancelled, deferred, or varied without the Supplier’s written consent. Where consent is given, paragraphs (i), (ii) and (iii) apply separately to each line item of the order, and a reference in those paragraphs to an order is a reference to the line item concerned: (i) a line item for Stock Items cancelled before dispatch is subject to a processing charge of ten percent (10%) of the price of that line item; (ii) a line item for cut cable, custom or made-to-order Goods, or NCNR Goods, cannot be cancelled once cutting or production has commenced or the Supplier has made an irrevocable commitment in respect of them; and (iii) in every case the Purchaser must pay the Supplier’s costs reasonably incurred and irrevocable commitments reasonably made in respect of the cancelled line item, including raw materials and work in progress, except that where paragraph (i) applies to a line item and paragraph (ii) does not apply to that line item, the charge under paragraph (i) is the Supplier’s sole entitlement in respect of the cancellation of that line item. The Supplier must, on request, substantiate any amount claimed under paragraph (iii), and must give credit for the value of any materials or work in progress that it is able to use or resell. The Purchaser may show that the Supplier’s actual loss is lower than the charge under paragraph (i), in which case only the actual loss is payable.

(f) Reels and drums. Where a reel or drum deposit is charged, it is invoiced separately and credited on return of the reel or drum in good and reusable condition, undamaged and with legible identification, within twelve (12) months of dispatch. Items identified as non-returnable carry no deposit and no credit. Clause 18(e) applies to the disposal of non-returnable packaging.

(g) Commitment date. Where an order includes cut cable, custom or made-to-order Goods, or NCNR Goods, the Confirmation Email will state the date on or after which the Supplier expects to commence cutting or production, or to make an irrevocable commitment, in respect of those Goods. The exclusions in clauses 6(a) and 7(e)(ii) do not apply before that date, whether or not cutting or production has in fact commenced or an irrevocable commitment has in fact been made, and do not apply at all where the Confirmation Email does not state such a date. For the purposes of clauses 9(f), 9(g) and 22(c), cutting or production is taken not to have commenced, and no irrevocable commitment is taken to have been made, before the date stated in the Confirmation Email; and where the Confirmation Email states no such date, no adjustment may be made under clause 9(g) to the price of cut cable, custom or made-to-order Goods, or NCNR Goods. The Supplier will confirm in writing on request whether cutting or production has commenced or an irrevocable commitment has been made.

(h) Discontinued Goods and substitution. Where a Manufacturer discontinues, supersedes or materially modifies Goods after the Confirmation Email, the Supplier may supply functionally equivalent Goods of equal or better specification on written notice, or cancel the undelivered portion of the affected order without charge and refund any amount prepaid in respect of it. The Purchaser may reject a substitution by written notice given within five (5) Business Days of the Supplier’s notice, in which case the undelivered portion of the affected order is cancelled without charge and the Supplier will refund any amount prepaid in respect of it. Nothing in this clause limits the Supplier’s election under clause 9(f). Where the Supplier receives from a Manufacturer a notice of end of life, end of sale, discontinuation, last-time buy or product change affecting Goods that the Supplier has supplied to the Purchaser within the preceding twelve (12) months or that are the subject of an accepted order, the Supplier will give the Purchaser a copy of that notice, or a written summary of its substance, within ten (10) Business Days of receiving it. The Supplier gives no representation or warranty as to the continued availability of any Goods and is under no obligation to place, accept or fulfil any last-time-buy order or to hold or reserve any stock.

8. Technical Data, Tolerances and Specifications

(a) Length tolerance. The Purchaser acknowledges that cable quantities are subject to manufacturing length tolerances. The delivered and invoiced quantity may be no less than the ordered quantity and no more than the ordered quantity plus two percent (2%), being a tolerance of minus zero percent to plus two percent (-0% to +2%), and the Supplier invoices on the actual quantity supplied. Where a reel would exceed this tolerance, the Supplier will request a revised purchase order rather than invoice the excess.

(b) The Supplier may, at its sole discretion, waive the charge for any additional length within tolerance.

(c) Disclaimer of advice. Subject to clause 12, the Purchaser confirms that it is the sole decision-maker in the transaction and has not relied on any technical advice or representation from the Supplier that is not expressly recorded in the Special Conditions, the Confirmation Email or a Datasheet, including reliance on nominal test results which may not incorporate measurement uncertainty. The Supplier makes no representation regarding the effectiveness of any product feature in reducing, resisting, or eliminating damage caused by rodents, other pests, or environmental conditions. Nothing in this clause excludes, restricts or modifies any liability of a party for fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or restricted.

(d) Selection and application. The Purchaser is solely responsible for the selection, application, installation, and suitability of the Goods for its intended purpose, and will indemnify the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from misapplication or from installation not in accordance with the Manufacturer’s published specifications, the applicable harmonised European standards, and good engineering practice, except to the extent caused by the Supplier’s breach of the Agreement or by any act or omission of the Supplier or of any person for whom it is responsible.

(e) High-risk use. The Goods are not designed for use in applications where failure could lead to death, personal injury, or severe physical or environmental damage, including nuclear facilities, aircraft navigation, marine navigation, and life support systems. The Purchaser will not use the Goods in any such application and will indemnify the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) arising from any such use. Nothing in this clause limits clause 16 or affects any liability under Product Liability Law.

(f) Illustrations and drafts. Illustrations, drawings, and preliminary or indicative specifications supplied by the Supplier are drafts and approximations for reference only and must not be relied upon for accuracy. All rights in them remain the property of the Supplier or the relevant Manufacturer, may be recalled at any time, and must be treated as confidential in accordance with clause 21. Nothing in this clause excludes, restricts or modifies any liability of a party for fraud or fraudulent misrepresentation, or any right or remedy of the Purchaser under clause 12.

(g) Datasheets. Clause 8(f) does not apply to a Datasheet. The Supplier warrants that the Goods will conform in all material respects to the applicable Datasheet, subject to clause 8(a) and to any tolerance, test method, or measurement condition stated in the Datasheet or in the Manufacturer’s published specification for the Goods current at the date of the Confirmation Email. Nominal or typical values stated in a Datasheet are not guaranteed minima. The Supplier’s sole obligation and the Purchaser’s sole remedy for breach of this clause is, at the Supplier’s option, repair, replacement, or refund of the price paid for the affected Goods. Where the Supplier elects to repair or replace and fails to do so within a reasonable period after being given a further opportunity to perform, or where repair or replacement is impossible or would be disproportionate, the Purchaser may require a refund of the price paid for the affected Goods. The warranty in this clause applies for the Warranty Period. Notice must be given in accordance with clause 6(c) or 6(d), and this clause is subject to clauses 12 and 14. Clause 13(b) preserves the warranty in this clause.

9. Price, VAT, Customs Duties and Adjustments

(a) Price. The Purchaser must pay the price set out in the Confirmation Email. Unless the Confirmation Email states otherwise, prices are quoted and payable in euro (EUR) and are exclusive of transport, offloading, insurance, customs duties, taxes, and charges for non-standard packaging, drum or reel sizes, or testing certificates.

(b) VAT. All prices and other amounts payable under the Agreement are exclusive of VAT. Where the Supplier is required to charge VAT on any supply under the Agreement, the Purchaser must pay that VAT in addition to the price, against a valid VAT invoice.

(c) Purchaser’s VAT identification and evidence of removal. The Purchaser must provide, and keep current, its valid VAT identification number issued by the Member State in which it is established, and must notify the Supplier promptly of any change to or cancellation of that number. Where a supply is treated as a zero-rated or exempt export from the United Kingdom, or as an exempt intra-Community supply of goods dispatched from a location within the Union, the relief depends on the Purchaser’s VAT identification number being valid at the time of supply and on the Supplier holding satisfactory evidence that the Goods have been removed from the country of dispatch, including the documentary evidence contemplated by Article 45a of Council Implementing Regulation (EU) No 282/2011 where applicable. The Purchaser must provide that evidence, or procure that its carrier provides it, within fifteen (15) Business Days of the date of dispatch. If the Purchaser’s VAT identification number is not valid, or the required evidence is not provided within that period, the Supplier may charge, and the Purchaser must pay, the VAT that would otherwise have been chargeable, together with any interest or penalty assessed on the Supplier as a result, and the Supplier will credit that amount if the evidence is subsequently provided and the relief is obtained. The Purchaser indemnifies the Supplier against all VAT, interest and penalties assessed on the Supplier as a result of the Purchaser’s failure to comply with this clause.

(d) Preferential origin. Where the Goods qualify as originating in the United Kingdom under the rules of origin in the TCA, the Supplier will provide a statement on origin in the required form so as to enable the Purchaser to claim preferential tariff treatment on importation into the Union. The Supplier gives no warranty that any Goods qualify as originating, and a statement on origin will be provided only where the Supplier is satisfied, on the information available to it, that the Goods qualify. The Purchaser must not claim preferential tariff treatment in respect of any Goods for which the Supplier has not provided a statement on origin. Each party must retain the records relating to origin for the period required by the TCA and by the Union Customs Code, and must provide those records and any supplier’s declaration or verification response reasonably required by a customs authority. Where preferential treatment is refused or withdrawn otherwise than by reason of the Supplier’s provision of incorrect information, the resulting duty, interest and penalty are the Purchaser’s responsibility. Country of origin for non-preferential purposes is as advised to the Supplier by the Manufacturer, is provided on request, and may vary between production runs; the Supplier makes no representation that the Goods satisfy any origin-based or local content requirement, and neither party will make any representation as to the origin of the Goods that is inconsistent with the information provided under this clause.

(e) Customs duties, import charges and CBAM. Prices are exclusive of all customs duties, tariffs, anti-dumping and countervailing duties, import VAT, import fees, brokerage charges, carbon border adjustment costs, and similar levies, all of which are the Purchaser’s responsibility. The Purchaser is the importer of record for every shipment imported into the Union in connection with the supply, and is responsible for the customs declaration, classification, valuation, and payment of duties and import VAT, in accordance with clause 5(d). The Purchaser must hold an EORI number valid in the Member State of importation and must provide it to the Supplier before dispatch. Where the Goods fall within the scope of the CBAM Regulation, the Purchaser as importer is responsible for its obligations as an authorised CBAM declarant, including the submission of CBAM declarations and the surrender of CBAM certificates; the Supplier will, on written request and at the Purchaser’s reasonable cost, provide the information as to embedded emissions that is in its possession or that it is able to obtain from the relevant Manufacturer, and gives no warranty as to its accuracy or completeness.

(f) Adjustment for change in cost of compliance. If the Supplier’s cost of performing the Agreement increases as a result of the coming into force, after the date of the quotation, of any law, regulation, tariff, duty, or other governmental measure having the force of law in any jurisdiction, the price may be adjusted to cover the additional cost and by no more than the additional cost. The adjustment includes no margin, and the Supplier will provide evidence of the increase on request. This applies to orders already accepted but not yet delivered. The Supplier will give written notice of any such adjustment, and the Purchaser may cancel the undelivered portion of the affected order without charge by written notice given within ten (10) Business Days of that notice. Where the Supplier gives notice of an adjustment under this clause in respect of cut cable, custom or made-to-order Goods, or NCNR Goods on which cutting or production has commenced or in respect of which the Supplier has made an irrevocable commitment, the Supplier must elect, and must state its election in that notice, either: (i) to absorb the additional cost in respect of those Goods, in which case no adjustment applies to those Goods and the right of cancellation in this clause does not apply to them; or (ii) to permit the Purchaser to cancel the undelivered portion of the affected order without charge. Where the relevant measure reduces the Supplier’s cost, the Supplier will reduce the price accordingly.

(g) Currency. Prices for imported Goods are based on exchange rates prevailing at the quote date. The Supplier may adjust final pricing to reflect exchange rate movement between the quote date and the date of import or, where the Goods are not imported by the Supplier, the date of dispatch. This clause applies only to orders accepted but not yet delivered, and notice of an adjustment must be given before dispatch of the affected Goods. The Supplier will provide evidence of the movement on request. Where that movement is favourable to the Purchaser, the Supplier will reduce the price accordingly. No adjustment is made under this clause to the price of cut cable, custom or made-to-order Goods, or NCNR Goods once cutting or production has commenced or the Supplier has made an irrevocable commitment in respect of them. The Supplier will give written notice of any such adjustment, and the Purchaser may cancel the undelivered portion of the affected order without charge by written notice given within ten (10) Business Days of that notice.

(h) Withholding taxes. All amounts payable by the Purchaser are payable free and clear of any deduction or withholding on account of tax, unless a deduction or withholding is required by law. Where a deduction or withholding is required by law, the Purchaser must pay such additional amount as ensures that the Supplier receives the amount it would have received had no deduction or withholding been required, and must provide the Supplier with a receipt or certificate evidencing the amount deducted or withheld. The Supplier will provide any certificate of residence or other documentation reasonably required to obtain relief under an applicable double taxation agreement, and the additional amount payable under this clause is reduced to the extent relief is in fact obtained.

(i) Resale prices. The Purchaser is free to determine the prices at which it resells the Goods. Nothing in the Agreement, and no communication from the Supplier, restricts the Purchaser’s ability to determine its resale prices, restricts the territory into which or the customers to whom the Purchaser may resell the Goods, or restricts the Purchaser’s ability to make passive sales. Any recommended or maximum resale price communicated by the Supplier is a recommendation or maximum only and is not binding, and the Purchaser is under no obligation to observe it and will suffer no disadvantage if it does not. Clause 12(g) applies to any provision that would infringe Article 101(1) of the Treaty on the Functioning of the European Union.

10. Payment and Late Payment

(a) Terms. Payment is due in cleared funds before dispatch, or where the Supplier has extended a credit facility, within thirty (30) days from the end of the month of the invoice date. The parties acknowledge that, under the Late Payment Directive, a period for payment exceeding sixty (60) days is effective only where it is expressly agreed and is not grossly unfair to the Supplier, and that any period for payment agreed in the Special Conditions is subject to that limit. Payment is made by bank transfer to the account identified on the invoice. The Supplier does not accept payment by credit card unless otherwise agreed in writing.

(b) No requirement for a reminder. The Purchaser is in default on the expiry of the period for payment without any reminder being required.

(c) Interest on late payment. Interest accrues on overdue amounts at the rate applied by the European Central Bank to its most recent main refinancing operation carried out before the first calendar day of the half-year in question, plus eight (8) percentage points, calculated daily from the day following the due date until payment in full, or at the statutory rate for late payment in commercial transactions under the law of the Member State in which the Purchaser is established if that rate is higher. Interest does not accrue on any amount disputed by the Purchaser in good faith under clause 10(f) for the period during which it remains so disputed. Where a dispute is resolved in the Supplier’s favour, interest accrues on the amount found to be owing from the original due date.

(d) Compensation for recovery costs. In addition to interest, the Supplier is entitled to a fixed sum of EUR 40 in respect of each invoice not paid by the due date, as compensation for its own recovery costs, without any reminder being required, and to reasonable compensation for any recovery costs exceeding that fixed sum, including legal and collection agency costs. Nothing in the Agreement excludes or limits the Supplier’s entitlement to interest under clause 10(c) or to the fixed sum under this clause, and any provision that would have that effect is void to that extent under the Late Payment Directive.

(e) Set-off and retention. Neither party may set off, deduct or withhold any amount payable to the other except in respect of a counterclaim that is undisputed, that the other party has admitted in writing, that has been established by a final and binding judgment or arbitral award, or that arises under the same order and that the Purchaser has disputed in good faith under clause 10(f) and that has not been resolved in the Supplier’s favour. Nothing in this clause limits any right of retention or set-off that cannot lawfully be excluded under the applicable law.

(f) Disputed invoices. The Purchaser must notify the Supplier in writing of any disputed invoice within ten (10) Business Days of receipt of the invoice, or within the applicable period under clause 6(c) or 6(d) where the dispute concerns a shortage, damage in transit, incorrect supply or defect, whichever is later, specifying the amount disputed and the grounds. The Purchaser must nonetheless pay the undisputed portion of the invoice in accordance with clause 10(a), and the Supplier will issue a credit note or refund for any disputed amount where the dispute in respect of that amount is resolved in the Purchaser’s favour.

(g) Application of payments. Where the Purchaser designates in writing, at or before the time of payment, the debt to which a payment is to be applied, the Supplier must apply it accordingly. In the absence of such a designation, the Supplier may apply any payment received against any amount owing by the Purchaser, including interest and recovery costs, in any order it determines, and will notify the Purchaser of the application on request. Despite the preceding sentence, where the Supplier claims or enforces the retention of title in clause 4, payments received are taken to have been applied first against the purchase price of Goods in the order in which those Goods were invoiced, oldest first, and the Supplier will maintain and, on request, produce records identifying the unpaid purchase price of each item of Goods.

(h) Acceleration. On the occurrence of an Event of Default, all amounts owing by the Purchaser to the Supplier on any account become immediately due and payable, whether or not previously due.

(i) Costs of recovery. The Purchaser must reimburse the Supplier for all reasonable costs of collection, including legal costs, collection agency fees, and any dishonour or returned-payment fee charged by the Supplier’s bank together with a reasonable administration charge. No such fee or charge is payable where the relevant invoice has been disputed by the Purchaser in good faith under clause 10(f). Amounts recovered under this clause are in addition to, and are reduced by, the fixed sum payable under clause 10(d).

11. Warranty

(a) Title and freedom from third-party rights. The Supplier warrants that: (i) at the time of delivery it has the right to sell the Goods, and the Goods are free of any security interest, charge, lien or other encumbrance other than the retention of title and security granted under clauses 3(f) and 4 and any encumbrance disclosed to the Purchaser in writing before delivery; (ii) on Full Payment for the Goods, the Purchaser obtains good title to them free of all encumbrances created by or through the Supplier; and (iii) where the Purchaser sells the Goods in the ordinary course of its business as permitted by clause 4(f)(iv) before Full Payment, that sale is made with the Supplier’s authority and the Goods are sold free of the Supplier’s retention of title, and the Supplier will do all things reasonably necessary to give effect to this paragraph. Nothing in paragraph (iii) affects the Supplier’s rights in the proceeds of that sale under clauses 4(b)(iii) and 4(g), the Purchaser’s obligations under clauses 4(f) and 4(g), or the Supplier’s rights in respect of a sale that is not in the ordinary course of the Purchaser’s business.

(b) Manufacturer warranties. The Supplier does not itself manufacture the Goods, except as stated in clause 11(c). This does not affect the question whether the Supplier is the manufacturer of any Goods for the purposes of Union law, which is addressed in clause 15(b)(i); the Supplier is not, and cannot be, an economic operator established in the Union, as clause 15(a) records. The Supplier assigns and passes through to the Purchaser, to the extent assignable, all warranties provided to the Supplier by the Manufacturer, and authorises the Purchaser to make and settle warranty claims directly with the Manufacturer. The Supplier will provide the substance of the applicable Manufacturer’s warranty terms on request, which it may provide by way of a statement of those terms issued by the Supplier or in redacted form, provided that the Supplier will not redact the duration, scope, exclusions, conditions or remedies of the warranty, and may redact only pricing and other commercial terms not material to a warranty claim. Where a Manufacturer’s warranty is not assignable, the Supplier will, at the Purchaser’s written request and cost, pursue the warranty claim against the Manufacturer on the Purchaser’s behalf and account to the Purchaser for the proceeds.

(c) Limited Supplier warranty. For Goods manufactured, assembled, or terminated by the Supplier, the Supplier warrants that those Goods will be free from material defects in materials and workmanship for the Warranty Period, provided notice is given in accordance with clause 6(c) or 6(d). The Supplier’s sole obligation and the Purchaser’s sole remedy is, at the Supplier’s option, repair, replacement, or refund of the price paid. Where the Supplier elects to repair or replace and fails to do so within a reasonable period after being given a further opportunity to perform, or where repair or replacement is impossible or disproportionate, the Purchaser may require a refund of the price paid for the affected Goods. This clause is subject to clauses 12 and 14. Clause 13(b) preserves the warranty in this clause.

(d) Inspection. During the Warranty Period the Supplier may inspect the Goods at the Purchaser’s location or require their return to a designated location, in each case at the Supplier’s cost where the claim is upheld.

(e) Exclusions. No warranty under this clause covers defects caused by improper storage or handling, normal wear and tear, pests, deliberate or accidental damage, modification or repair by any person other than the Supplier or a person authorised by it, the opening of a sealed casing, the alteration or removal of a serial number, or installation or use not in accordance with the Manufacturer’s published specifications, the applicable harmonised European standards, and good engineering practice. No warranty under this clause covers consumable parts, including batteries, carry cases, chargers, cables supplied as accessories, or reference leads, beyond the period stated for them in the applicable Datasheet.

(f) Backstop remedy. Where Goods not covered by clause 11(c) fail to conform to the applicable Manufacturer’s warranty, and the Manufacturer has not provided a remedy within ninety (90) days of the Claim Start Date, the Supplier will, at its option, repair or replace the Goods or refund the price paid for them. The Claim Start Date is: (i) where the Supplier is required to pursue the claim under clause 11(b), the date on which the Supplier submits the claim to the Manufacturer; and (ii) in every other case, the later of the date on which the Purchaser properly submits the claim to the Manufacturer and the date on which the Purchaser gives the Supplier written notice of that submission, identifying the Goods, the failure claimed and the date of submission. The Purchaser must give that notice within five (5) Business Days of submitting the claim, and must on the Supplier’s written request provide copies of its correspondence with the Manufacturer relating to the claim. A failure to give that notice within five (5) Business Days does not of itself disentitle the Purchaser to the remedy in this clause, but the ninety (90) day period does not begin until the notice is given. This clause applies only in respect of Goods for which the Warranty Period had not expired at the date the claim was submitted to the Manufacturer. Where the Supplier is reasonably satisfied, on the information available to it, that the Manufacturer is actively evaluating the claim, and the Supplier notifies the Purchaser of that fact before the end of the ninety (90) day period, that period is extended by up to a further sixty (60) days. This clause applies only where the Purchaser has given notice in accordance with clause 6(c) or 6(d). This is the Purchaser’s sole remedy in respect of such Goods and is subject to clauses 12 and 14. Clause 13(b) preserves the warranty in this clause.

(g) Warranty on repaired and replacement Goods. These Standard Terms apply to any repaired or replacement Goods supplied by the Supplier. The Warranty Period in respect of repaired or replacement Goods is the unexpired balance of the original Warranty Period or three (3) months from the date the repaired or replacement Goods are delivered, whichever is the longer.

(h) Conditions applying to remedies. Where the Supplier repairs, replaces or refunds under clause 8(g), 11(c), 11(f) or 20(d): (i) the Purchaser must, at the Supplier’s request and cost, return the affected Goods to the Supplier or make them available for collection, and must before doing so back up and remove any data and any confidential, proprietary or personal information held on or in the Goods; (ii) title in Goods replaced or refunded passes to the Supplier on replacement or refund or, where title has not passed to the Purchaser, remains with the Supplier; and (iii) to the extent permitted by law, the Purchaser assigns to the Supplier, and will do all things necessary to give effect to that assignment, all rights it has against the Manufacturer in respect of the affected Goods to the extent of the amount refunded or the value of the repair or replacement provided.

(i) Removal Costs. Despite the exclusive remedies in clauses 8(g), 11(c) and 11(f), where Goods do not comply with a Supplier Warranty and the Purchaser has given notice in accordance with clause 6(c) or 6(d), the Purchaser may in addition recover its Removal Costs in respect of those Goods, up to the Removal Costs Sub-Cap for those Goods. That right is subject to clause 14, does not apply to the extent the non-compliance is caused by a matter described in clause 11(e), and is reduced to the extent the Purchaser recovers the same costs under any other provision of the Agreement. Removal Costs exceeding the Removal Costs Sub-Cap are Consequential Loss and are not recoverable.

12. Mandatory Rules, Non-Excludable Liability and Local Law

(a) Mandatory rules prevail. Nothing in the Agreement excludes, restricts or modifies any right, remedy or liability that cannot lawfully be excluded, restricted or modified under the law applicable to the Agreement or under any rule that applies to the Agreement notwithstanding the choice of law in clause 26(a). Clauses 6(e), 11, 13, 14, 24 and 26(h) apply only to the extent permitted by law and are subject to this clause 12.

(b) Limits on the choice of English law. The parties acknowledge and agree that: (i) under Article 3(3) of Rome I, where all other elements relevant to the situation at the time of the choice are located in a country other than England, the choice of English law does not prejudice the application of provisions of the law of that country which cannot be derogated from by agreement; (ii) under Article 3(4) of Rome I, where all other elements relevant to the situation at the time of the choice are located in one or more Member States, the choice of English law does not prejudice the application of provisions of Union law, where appropriate as implemented in the Member State of the forum, which cannot be derogated from by agreement; and (iii) under Article 9 of Rome I, the choice of English law does not restrict the application of the overriding mandatory provisions of the law of the forum, and effect may be given to the overriding mandatory provisions of the law of the country in which the obligations arising out of the Agreement have to be or have been performed, in so far as those provisions render performance unlawful. Where any such provision applies, it prevails over any inconsistent provision of the Agreement, and that provision is read down to the extent necessary and otherwise continues in full force.

(c) Liability that is not excluded. Nothing in the Agreement excludes or limits the liability of either party for: (i) death or personal injury caused by that party’s negligence, or by the negligence of any person for whom it is responsible; (ii) fraud or fraudulent misrepresentation; (iii) intent, and gross negligence, in each case to the extent the applicable law does not permit liability for it to be excluded or limited in advance; (iv) any liability under Product Liability Law; or (v) any other liability that cannot lawfully be excluded or limited. For the purposes of paragraph (iii), the exercise in good faith of a right or discretion expressly conferred by the Agreement, and any act done in good faith to comply with a legal obligation, to avert a risk to health or safety, or to mitigate loss, is not of itself evidence of intent, and a breach is not committed with intent by reason only that the act or omission constituting it was deliberate. Nothing in this paragraph excludes or limits liability for gross negligence, or any other liability that the applicable law does not permit to be excluded or limited.

(d) Essential contractual obligations. Where the law applicable to the Agreement, or any rule applying under clause 12(b), requires it, the Supplier’s liability for breach of an essential contractual obligation is not excluded. An essential contractual obligation is an obligation the performance of which is essential to the proper performance of the Agreement and on the observance of which the Purchaser may reasonably rely. In such a case the Supplier’s liability is limited to the loss that was typically foreseeable by the Supplier at the time the Agreement was concluded, and clauses 14(a) and 14(b) apply only to the extent consistent with that limit.

(e) Specific approval of onerous terms. Where the law applicable to the Agreement requires that particular terms in standard conditions be specifically approved in writing by the other party in order to be effective, the Purchaser specifically approves the following clauses: clause 4 (retention of title and security), clause 5(b) (passing of risk), clause 6(a) (delivery dates and restrictions on termination for delay), clauses 6(c), 6(d) and 6(e) (time limits for notification of defects and their effect), clause 7(b) (exclusions from the right of return), clause 7(e) (cancellation charges), clauses 9(f) and 9(g) (price adjustment), clause 10(e) (restriction on set-off and retention), clause 11 (limited warranty and exclusive remedies), clause 13 (disclaimer of warranties), clause 14 (limitation of liability), clause 22 (force majeure), clause 23(c) (the Supplier’s additional termination rights), clause 24 (variation of these Standard Terms), clause 25(a) (restriction on assignment), clause 26(c) (arbitration), clause 26(d) (proceedings before national courts) and clause 26(h) (limitation of actions). Where the applicable law requires that approval to be given by a separate signature or equivalent act, the Supplier will provide a separate approval block with the Confirmation Email, and the Purchaser must return it signed before delivery. Where the Supplier has provided the approval block, it may withhold delivery until the signed block is returned, and any failure or delay in delivery attributable to that is not a breach of the Agreement. The Supplier has no such right where it has not provided the block. If the Purchaser does not return it, the clauses listed in this paragraph apply only to the extent they are effective without that approval, and the remainder of the Agreement is unaffected. A failure by the Supplier to provide the approval block does not of itself affect the validity of any other provision of the Agreement.

(f) Late payment. Nothing in the Agreement excludes or limits any entitlement of either party under national law implementing the Late Payment Directive, including any entitlement to interest for late payment or to compensation for recovery costs. Any provision of the Agreement that would be grossly unfair within the meaning of Article 7 of the Late Payment Directive is void to that extent and is read down accordingly.

(g) Competition law. Nothing in the Agreement is intended to have, and no provision of the Agreement is to be given, an object or effect that restricts, prevents or distorts competition contrary to Article 101(1) of the Treaty on the Functioning of the European Union or any equivalent national provision. Any provision that would have that object or effect is severed to the extent necessary, and the remainder of the Agreement continues in full force. Clause 9(i) applies to resale prices, territories and customers.

(h) No warranty of local compliance. Except as expressly stated in clause 15, the Supplier gives no warranty that the Goods, their marking, labelling or accompanying documentation satisfy any requirement of the national law of any particular Member State that goes beyond the requirements of Union Harmonisation Legislation, and the Purchaser is responsible for determining and satisfying any such national requirement applicable to its own use or onward supply of the Goods.

13. Disclaimer of Warranties

Subject to clause 12:

(a) The Purchaser acknowledges that it acquires the Goods for the purposes of its trade, business, craft or profession, or for resupply, and not for personal, domestic or household use or consumption, and that the Supplier supplies them in reliance on that acknowledgement.

(b) The Supplier Warranties are the only warranties given by the Supplier and are in place of all other warranties, conditions, representations and terms implied by statute, custom, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law, including any implied term as to satisfactory quality, merchantability, fitness for a particular purpose, or correspondence with description or sample. Nothing in this clause excludes or limits any express obligation of the Supplier under the Agreement, or any right, remedy or liability preserved by clause 12. In particular, nothing in this clause excludes or limits the Supplier’s obligations under clauses 8(g), 11 and 15(c), and the warranty in clause 8(g) applies to all Goods, whether or not manufactured by the Supplier.

(c) Except as provided in clause 8(g), the Supplier gives no warranty that the Goods conform to any plan, specification, drawing or sample not expressly incorporated into the Special Conditions, and gives no warranty as to the accuracy of any information, safety data sheet, declaration or warning supplied to it by a Manufacturer, beyond passing that material on in accordance with clauses 15 and 18.

14. Limitation of Liability

Subject to clause 12:

(a) Liability cap. Each party’s total aggregate liability for all claims arising out of or in connection with the Agreement, whether in contract, in tort, in delict, under statute, under an indemnity or otherwise, does not exceed the greater of: (A) EUR 50,000; and (B) the lesser of (1) the aggregate price paid or payable by the Purchaser for the Goods supplied under the orders to which the claims relate, and (2) the total price paid or payable by the Purchaser to the Supplier for all Goods in the twelve (12) months immediately preceding the date on which the first of those claims was notified in writing. The limit in this clause is a single aggregate limit for all claims by a party first notified in writing in any twelve (12) month period, under all contracts between the parties and under any Continuing Supply Arrangement, and applies however many claims are first notified in that period. A separate limit, calculated in accordance with this clause, applies to claims first notified in each subsequent twelve (12) month period. This clause does not limit: (i) the Purchaser’s obligation to pay the price, interest, storage charges, recovery costs, or any charge or reimbursement expressly payable under clause 3(d), 6(b), 7, 9, 10, 22(c) or 23(f); (ii) subject to paragraph (iv), any amount payable by the Purchaser under an indemnity in the Agreement in respect of a claim by a third party, which is instead subject to a separate cap of three times the amount determined under the first sentence of this clause and is not counted towards the cap applying to all other claims; (iii) any amount payable by the Purchaser for breach of clause 20(b), which is instead subject to that separate cap and is not counted towards the cap applying to all other claims; (iv) either party’s liability for breach of any of clauses 17(a) to 17(e), which is not subject to any cap, except that the Supplier is liable under this paragraph only in respect of its own breach; (v) subject to paragraph (ii), either party’s obligation to pay, refund or credit an amount under clause 3(f), 4(i), 6(a), 7(d), 7(f), 7(h), 9(c), 10(f), 15(i) or 23(g), but this paragraph does not apply to any amount payable under an indemnity; or (vi) any amount payable by the Purchaser under clause 3(d), 4(e) or 9(c), which is not subject to any cap. The Supplier’s liability under the indemnity in clause 16(c) is subject to the Product Liability Recourse Sub-Cap and is not counted towards the cap applying to all other claims. Either party’s liability for breach of clause 21 does not exceed three times the amount determined under the first sentence of this clause, and is not counted towards the cap applying to all other claims. Either party’s liability for Removal Costs does not exceed the Removal Costs Sub-Cap for the affected Goods, and is not counted towards the cap applying to all other claims.

(b) Consequential Loss. Neither party is liable to the other for any Consequential Loss, however arising and whether or not that party was advised of the possibility of that loss. Nothing in this clause limits the Purchaser’s obligation to pay the price or any amount payable by the Purchaser under an indemnity in the Agreement in respect of a claim by a third party, the Supplier’s right to recover amounts payable under clause 3(d), 6(b), 7, 9, 10, 22(c) or 23(f), or either party’s liability for breach of clause 17(a), 17(e), 20(b) or 21.

(c) Independence of this clause. The exclusions and limitations in clauses 14(a) and 14(b) are allocations of risk reflected in the price. The Purchaser acknowledges that it has been given a reasonable opportunity to read these Standard Terms and to propose Special Conditions varying this clause 14, and that the price reflects the allocation of risk in this clause 14. Those exclusions and limitations are independent and severable from the limited remedies in clauses 8(g), 11(c), 11(f), 15(i) and 20(d), and apply regardless of whether any limited remedy is not performed, does not achieve its intended result, is held to be void or unenforceable, or is otherwise unavailable, and regardless of any breach of the Agreement, however fundamental.

(d) Proportionate reduction. The liability of a party for loss or damage sustained by the other is reduced proportionately to the extent that the loss or damage was caused or contributed to by that other party’s failure to comply with its obligations under the Agreement, or by its negligence or other wrongful act or omission, regardless of whether the claim is made in contract, in tort or delict, or under an indemnity.

(e) Mitigation. Neither party is liable for loss that the other party could have avoided by taking reasonable steps.

(f) Exceptions. Nothing in this clause 14 limits or excludes any liability preserved by clause 12(c) or 12(d). Apart from the liabilities preserved by clause 12, clauses 14(a) and 14(b) apply to all liability of a party. Nothing in this clause 14 limits the Purchaser’s obligation to pay the price.

(g) No liquidated damages. No liquidated damages, delay penalty, or service credit applies to the Supplier under the Agreement unless expressly agreed in the Special Conditions.

(h) Benefit of exclusions. Clauses 8, 11, 12, 13, 14 and 26(h) apply for the benefit of the Supplier and of each of its officers, employees, agents, subcontractors and affiliated undertakings, and the Supplier holds the benefit of those clauses on trust for each of them, and each of them may rely on those clauses as if a party to the Agreement. The Supplier is responsible for the acts and omissions of its subcontractors in performing the Agreement as if they were its own.

(i) Purchaser’s indemnities. Every indemnity given by the Purchaser under the Agreement is subject to clause 25(k) and to the caps in this clause 14, except to the extent this clause 14 expressly provides otherwise.

15. Union Product Compliance and Placing on the Market

(a) Position of the Supplier: no establishment and no representative in the Union. The Supplier is established in the United Kingdom. It is not established in the Union, has no subsidiary, branch, establishment, place of business, warehouse or stock in any Member State, and has not appointed, and does not maintain, any of the following: (i) an authorised representative or other responsible economic operator established in the Union for the purposes of Article 4 of Regulation (EU) 2019/1020; (ii) a responsible person or economic operator for the purposes of Article 16 of the GPSR; (iii) an only representative under Article 8 of REACH; or (iv) a representative in the Union under Article 27 of the GDPR. The Supplier does not import the Goods into the Union, does not place them on the Union market, and is not the importer, the importer of record, the declarant or a distributor established in the Union. The parties acknowledge that Union product legislation allocates obligations by reference to the role each undertaking in fact performs in the supply chain; this clause 15 records how those roles fall on the facts stated in this paragraph, and allocates as between the parties, so far as the law permits, the cost of performing them. Nothing in this clause 15 alters the operation of any Union or national law as against a market surveillance authority or any third party, and neither party may rely on this clause 15 as against any such authority or person.

(b) Roles. On every supply under the Agreement: (i) the Supplier is the manufacturer of the Goods for the purposes of Union Harmonisation Legislation and of the GPSR only where it manufactures the Goods, or where the Goods are placed on the market under the Supplier’s own name or trade mark, or where the Supplier modifies Goods already placed on the market in such a way that compliance with the applicable requirements may be affected; in every other case the Manufacturer is the manufacturer; and (ii) the Purchaser, or the person established in the Union identified by the Purchaser under clause 2(b)(v), is the importer for the purposes of Union Harmonisation Legislation and of the GPSR, being the person established in the Union who places the Goods from a third country on the Union market, and assumes the obligations of an importer, including the obligation to verify that the applicable conformity assessment procedure has been carried out by the manufacturer, that the required technical documentation and EU Declaration of Conformity exist, that the Goods bear the required CE Marking and identification and are accompanied by the required instructions and safety information in a language readily understood by end users in the Member State concerned, to indicate its own name, registered trade name or registered trade mark and postal address on the Goods or, where that is not possible, on the packaging or in a document accompanying the Goods, to keep a copy of the EU Declaration of Conformity and to ensure that the technical documentation can be made available, in each case for the period the applicable act requires, to keep the records required by clause 15(f), and to cooperate with market surveillance authorities. The Purchaser must not represent to any person that the Supplier performs the importer’s role, and the Supplier must not represent that the Purchaser performs the manufacturer’s role.

(c) Conformity documentation and support for the Purchaser as importer. For Goods subject to Union Harmonisation Legislation, the Supplier will, before or on delivery, supply or make available to the Purchaser the EU Declaration of Conformity, and will on written request supply or procure from the Manufacturer such technical documentation, test reports, notified body certificates, safety information, instructions and warnings in a language readily understood by end users in the Member State of destination, as the Purchaser reasonably requires in order to perform its obligations as importer or distributor. Because the Supplier keeps no records and holds no documentation in the Union, this obligation is the Purchaser’s only route to the material it needs, and the Supplier will: (i) respond to a request under this clause within ten (10) Business Days, or, where the material must be obtained from a Manufacturer, notify the Purchaser within that period of the date by which it expects to provide it; (ii) retain, for ten (10) years from the date of the last supply of the relevant Goods to the Purchaser, the EU Declaration of Conformity and the technical documentation in its possession, and continue to make them available to the Purchaser and, at the Purchaser’s request, directly to a market surveillance authority, during that period; (iii) identify to the Purchaser on request the manufacturer of the Goods and its address; and (iv) notify the Purchaser in writing within five (5) Business Days of becoming aware that any EU Declaration of Conformity, marking or technical documentation previously supplied is withdrawn, superseded or incorrect. The Supplier’s obligations under this paragraph survive termination or expiry in accordance with clause 25(e). The Supplier will not knowingly supply Goods that do not bear the CE Marking or other marking required by Union Harmonisation Legislation for their placing on the Union market. The Supplier gives no warranty as to the accuracy or completeness of any declaration, documentation or marking originating from a Manufacturer, beyond passing it on in accordance with this clause. If the Supplier does not supply or make available the EU Declaration of Conformity, or the required CE Marking or identification is absent, and the Supplier does not remedy that within ten (10) Business Days of written notice, the Purchaser may by written notice cancel the undelivered portion of the affected order without charge and, in respect of Goods already delivered, return them under clause 7(c) for a refund of the price paid together with the freight cost of the return, without any restocking fee. That right is in addition to any other right or remedy of the Purchaser and is not subject to clause 7(a) or 7(b).

(d) What the Supplier supplies: passive optical Goods outside Article 4 of Regulation (EU) 2019/1020. Article 4 of Regulation (EU) 2019/1020 requires that, for a product subject to one or more of the Union acts listed in Article 4(5) of that Regulation, there be an economic operator established in the Union responsible for the tasks in Article 4(3). Article 4(5) is a closed list, being Regulations (EU) No 305/2011, (EU) 2016/425 and (EU) 2016/426, and Directives 2000/14/EC, 2006/42/EC, 2009/48/EC, 2009/125/EC, 2011/65/EU, 2013/29/EU, 2013/53/EU, 2014/29/EU, 2014/30/EU, 2014/31/EU, 2014/32/EU, 2014/34/EU, 2014/35/EU, 2014/53/EU and 2014/68/EU, and Article 4 applies to no product outside it. The parties record the following. (i) The Goods are passive optical products. The Goods supplied under these Standard Terms are passive fiber optic cable and passive optical componentry and hardware, being connectors, patch cords, splitters, splice closures, splice cassettes, optical distribution frames, patch panels, ducting and enclosures containing no active electronic part. They do not depend on an electric current or on an electromagnetic field in order to work properly, they contain no battery and no mains power supply, and none is supplied with them. (ii) They fall outside the Article 4(5) list. Such Goods are not electrical and electronic equipment within the meaning of the RoHS Directive, are not electrical equipment within the meaning of Directive 2014/35/EU, and are inherently benign in terms of electromagnetic compatibility for the purposes of Directive 2014/30/EU; and none of the other acts listed in Article 4(5) of Regulation (EU) 2019/1020 applies to them. They therefore fall outside the closed list in Article 4(5), Article 4 of Regulation (EU) 2019/1020 does not apply to them, no economic operator established in the Union is required by that Article in respect of them, and no marking is required of any person under Article 4(4). Those Goods are not CE marked, no EU Declaration of Conformity is required for them, and the absence of CE Marking or of an EU Declaration of Conformity on them is not a defect, is not a non-conformity, and is not a breach of clause 15(c). (iii) The Supplier supplies no Article 4(5) product into the Union. The Supplier does not supply into the Union any product falling within Article 4(5) of Regulation (EU) 2019/1020, including any product that depends on an electric current or on an electromagnetic field in order to work properly, such as a media converter, optical amplifier, transceiver, powered enclosure, fusion splicer, optical time domain reflectometer, optical power meter, light source or other test or installation instrument, and any product supplied with or containing a battery or a mains power supply. These Standard Terms do not apply to the supply of any such product, and no Confirmation Email, Special Condition or course of dealing brings one within them. (iv) An order for such a product is declined. If the Purchaser orders a product falling within Article 4(5) of Regulation (EU) 2019/1020 for delivery into the Union, the Supplier will decline the order in respect of that product; the Supplier will not issue a Confirmation Email for it and, under clause 2(i), no Agreement is formed in respect of it. Where the Supplier has nevertheless accepted such an order, it will notify the Purchaser in writing within five (5) Business Days of becoming aware and will cancel the order in respect of that product, no amount being payable by the Purchaser under clause 7(e) in respect of that cancellation and clause 23(g) applying to any amount prepaid. A refusal or cancellation under this paragraph is not a breach of the Agreement by either party, and the Supplier is not liable for any loss arising from it. (v) If the Supplier’s range changes. This clause states the position for so long as the Supplier supplies into the Union only Goods of the kind described in paragraph (i). If the Supplier decides to supply into the Union any product falling within Article 4(5) of Regulation (EU) 2019/1020, it will first publish an amended version of these Standard Terms under clause 24 making provision for the economic operator that Article 4 then requires, and nothing in this clause obliges it to do so.

(e) General product safety and Article 16 of the GPSR. The GPSR applies to a product that is intended for consumers or is likely, under reasonably foreseeable conditions, to be used by consumers even if it is not intended for them. The Goods are network infrastructure and installation equipment supplied for professional use in the construction, operation and maintenance of telecommunications networks; they are not intended for consumers, are not offered through any consumer-facing channel, and are not, in the Supplier’s assessment, likely under reasonably foreseeable conditions to be used by consumers. On that basis the GPSR does not apply to them and Article 16 of the GPSR, which requires an economic operator established in the Union to be responsible for a product within its scope, is not engaged. The Supplier has no such economic operator and cannot provide one. Accordingly: (i) the Purchaser must not supply, offer or make the Goods available to Consumers, must not repackage or present them for consumer sale, and must impose an equivalent restriction on each person to whom it resupplies them; (ii) if the Purchaser intends to supply Goods to Consumers, or to supply them in a form in which they are likely to be used by Consumers, it must notify the Supplier in writing before ordering, and the Supplier may decline the order, the Purchaser being the importer and so the responsible economic operator under Article 16 for any Goods it does place on the market in that form; and (iii) if a competent authority determines that any Goods are within the scope of the GPSR, the Purchaser, as importer, is the economic operator responsible for them under Article 16, and the Supplier will provide the information and assistance described in clauses 15(c) and 15(g). The Supplier will not supply any Goods that it knows, or ought reasonably to presume, are not safe. Each party will notify the other in writing immediately, and in any event within two (2) Business Days, on becoming aware that any Goods present a risk to the health or safety of persons, and will cooperate in the investigation of that risk and in any corrective action. The party that is required to do so will make any notification required through the Safety Business Gateway or to the competent authority of any Member State, and will inform the other party before doing so where it is practicable to do so, and in any event immediately afterwards, providing a copy of the notification. The Purchaser acknowledges that the Supplier, not being an economic operator established in the Union, is not registered on and cannot make a notification through the Safety Business Gateway, and that any notification to a Member State authority in respect of the Goods must therefore be made by the Purchaser; the Supplier will provide the information the Purchaser needs to make it and will reimburse the Purchaser’s reasonable direct costs of making it where the matter notified arises from a defect in the Goods as supplied by the Supplier.

(f) Traceability and records. Each party must keep records sufficient to identify, by batch, drum, reel or serial number, each person from whom it received Goods and each person to whom it supplied them, and must retain those records for ten (10) years from the date of supply, or for such longer period as the applicable law requires. The Purchaser must maintain records sufficient to identify the location at which Goods it has resupplied were installed. Each party must provide those records to the other, and to any market surveillance or customs authority, on request. Clause 19 applies to any personal data contained in those records.

(g) Market surveillance. Each party will cooperate with the other and with any market surveillance, customs or product safety authority in relation to the Goods, and will provide, in a language that authority can readily understand, the information and documentation in its possession that is necessary to demonstrate the conformity of the Goods. Neither party may make a statement to any such authority attributing responsibility to the other party except as required by law or after consulting the other party so far as it is practicable to do so.

(h) Restriction on modification and re-marking, and the Purchaser’s importer marking. The Purchaser must not modify the Goods, alter or remove any CE Marking, identification, batch or serial number, instruction, warning or accompanying document, or place the Goods on the market under its own name or trade mark, in each case without the Supplier’s prior written consent. The Supplier consents, and clause 20(b) does not apply, to the Purchaser applying to the Goods, their packaging, the parcel or an accompanying document its own name, registered trade name or registered trade mark and postal address, and any other information, in each case to the extent and in the form required of the Purchaser as importer by Union Harmonisation Legislation or by the GPSR. That marking must be applied so as not to obscure, contradict or displace any existing marking, instruction or warning, must not state or imply that the Purchaser is the manufacturer, and confers no right to place the Goods on the market under the Purchaser’s own name or trade mark for any other purpose. The Purchaser acknowledges that modifying the Goods, or placing them on the market under its own name or trade mark otherwise than as permitted by this clause, may cause it to be regarded as the manufacturer of the Goods under Union Harmonisation Legislation, under the GPSR and under Product Liability Law, and indemnifies the Supplier against all loss, liability, damage, claims, penalties, fines, costs and expenses (including reasonable legal costs) arising from any such act.

(i) Safety incidents, recall and corrective action. The Purchaser must notify the Supplier in writing immediately, and in any event within two (2) Business Days, of becoming aware of any death, serious injury or illness, property damage, or safety defect associated with the Goods, or of any recall, withdrawal, field notice, corrective action or regulatory enquiry affecting them. Where either party undertakes a recall or other corrective action in respect of the Goods, the other party must provide all reasonable assistance, must immediately cease supply and use of the affected Goods where notified to do so, and must pass the notice on to each person to whom it has resupplied them. The Supplier will reimburse the Purchaser’s reasonable direct costs of complying with this clause where the recall or corrective action arises from a defect in the Goods as supplied by the Supplier. Reimbursement under this clause is in addition to any remedy under clause 8(g), 11(c) or 11(f), and is limited to the Purchaser’s reasonable direct costs of notification, of retrieval and of record-keeping. In this clause, retrieval means the recovery, collection, quarantine, transport and return of affected Goods that are in the possession of the Purchaser, or of a person to whom the Purchaser has resupplied them, and that are not installed, and does not include removal, de-installation, reinstallation, replacement or make-good. It does not extend to any Consequential Loss, and, other than a claim for Removal Costs under clause 11(i) and any claim preserved by clause 12 or arising under clause 16, the Purchaser has no other claim against the Supplier in respect of a recall or corrective action. Neither party may make a public statement about a recall or corrective action that identifies the other party without that party’s prior written consent, unless required by law or by a competent authority. This clause is subject to clauses 12, 13 and 14.

(j) Audit of records. Not more than once in any twelve (12) month period, and on not less than ten (10) Business Days’ written notice, the Supplier may audit the Purchaser’s records for the sole purpose of verifying the Purchaser’s compliance with clauses 4(f) and 15(f). An audit is limited to the records the Purchaser is required to keep under those clauses, and does not extend to any other record, system, premises or personnel of the Purchaser. The audit must be conducted during business hours, by the Supplier or by an independent auditor appointed by it and bound by obligations of confidentiality no less onerous than clause 21, in a manner that does not unreasonably disrupt the Purchaser’s business, and in accordance with the Purchaser’s reasonable site access, safety and security requirements. Clause 21 applies to all information obtained on an audit, the Supplier may use that information only to verify compliance and to exercise its rights in respect of any non-compliance, and clause 19 applies to any personal data contained in the records. The Supplier bears its own costs of an audit and the Purchaser’s reasonable costs of complying with it, unless the audit discloses material non-compliance, in which case the Purchaser must reimburse the Supplier’s reasonable costs of the audit and the Supplier may conduct one further audit within the following twelve (12) months at the Purchaser’s cost.

(k) Telecommunications security and vendor restrictions. The Purchaser is responsible for determining whether the Goods satisfy any security, vendor, supply chain or network resilience requirement applicable to it or to its customers, including any requirement imposed under Directive (EU) 2022/2555 or under national measures concerning high-risk vendors. Where the Purchaser notifies the Supplier in writing before order acceptance that Goods are intended for a project subject to such a requirement, the Supplier will provide the Manufacturer declarations available to it for that order. The Supplier gives no representation as to equipment or services not supplied by it, and nothing in this clause makes the Supplier responsible for the Purchaser’s compliance with any such requirement.

16. Product Liability

(a) No exclusion of Product Liability Law. Nothing in the Agreement excludes, limits or restricts the liability of either party under Product Liability Law as against any injured person, and any provision of the Agreement that would have that effect is void to that extent.

(b) Position of the Purchaser as importer. The Supplier is established outside the Union and the Purchaser imports the Goods into the Union. The Purchaser acknowledges that it is therefore liable under Product Liability Law in respect of a defective product as if it were the manufacturer, that there is no authorised representative of the manufacturer established in the Union against whom an injured person could instead proceed, and that its own compliance obligations as importer are dealt with in clause 15(b)(ii). Clause 16(c) is the Supplier’s answer to that exposure, and the parties record that it was negotiated on the footing that the Purchaser, and not the Supplier or any representative of the Supplier, stands in the front line.

(c) Supplier’s recourse indemnity. The Supplier indemnifies the Purchaser against all loss, liability, damage, claims, costs and expenses (including reasonable legal costs) that the Purchaser incurs by reason of a liability to an injured person under Product Liability Law in respect of the Goods, to the extent that the liability arises from a defect that existed in the Goods when the Supplier delivered them and does not arise from any act or omission of the Purchaser or of any person for whom the Purchaser is responsible, including any modification, incorrect storage, handling, installation or instruction, or any breach of clause 15(h). The Supplier’s liability under this indemnity is subject to the Product Liability Recourse Sub-Cap. For the avoidance of doubt, clause 14(b) does not apply to this indemnity, because liability of a kind indemnified under this clause is excluded from the definition of Consequential Loss. Clause 25(k) applies to this indemnity, except that the Supplier, and not the Purchaser, has conduct of the defence and settlement of any claim under it, and the Purchaser must not admit liability in respect of any such claim or settle it without the Supplier’s prior written consent, which must not be unreasonably withheld or delayed.

(d) Purchaser’s recourse indemnity. The Purchaser indemnifies the Supplier against all loss, liability, damage, claims, costs and expenses (including reasonable legal costs) that the Supplier incurs by reason of a liability under Product Liability Law in respect of the Goods, to the extent that the liability arises from an act or omission of the Purchaser or of any person for whom the Purchaser is responsible, including any modification, incorrect storage, handling, installation or instruction, or any breach of clause 15(h).

(e) Notification and cooperation. Each party must notify the other in writing immediately, and in any event within two (2) Business Days, of becoming aware of any claim or threatened claim under Product Liability Law in respect of the Goods, and must provide the other with all information and documentation in its possession relating to the claim, including the records kept under clause 15(f). Neither party may admit liability, make any offer or settle any such claim in a way that prejudices the other party without that party’s prior written consent, which must not be unreasonably withheld or delayed. Each party must preserve the affected Goods and any evidence relating to them, and must give the other party a reasonable opportunity to inspect and test them.

(f) Disclosure obligations. Each party acknowledges that Product Liability Law may require a defendant, on the order of a court, to disclose evidence at its disposal, and each party will provide the other with such reasonable assistance and access to documents and information as is necessary to enable that other party to respond to such an order. Clause 21 applies to information disclosed under this clause, and disclosure required by a court is a permitted disclosure for the purposes of clause 21(b)(v).

17. Trade Controls, Sanctions and Anti-Bribery

(a) Compliance with Trade Control Laws. Each party will comply with all Trade Control Laws applicable to it in connection with the Agreement. The Purchaser acknowledges that the Goods may be subject to Trade Control Laws of more than one jurisdiction, including Regulation (EU) 2021/821 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items, the restrictive measures adopted by the Union under Article 215 of the Treaty on the Functioning of the European Union, the Export Control Act 2002 and the Export Control Order 2008 of the United Kingdom, the Sanctions and Anti-Money Laundering Act 2018 of the United Kingdom, and, where the Goods contain United States-origin content or technology, the United States Export Administration Regulations and the sanctions programmes administered by the Office of Foreign Assets Control. The Purchaser is solely responsible for obtaining any licence, authorisation or exemption required for its own use, sale, transfer, export, re-export, transit or re-transfer of the Goods.

(b) Restricted parties and destinations. The Purchaser represents and warrants that neither it, nor any of its directors, officers, owners of more than fifty percent (50%) of its shares or voting rights, nor any person controlling it, is designated on the Consolidated List of persons, groups and entities subject to Union financial sanctions, the United Kingdom Sanctions List, the Specially Designated Nationals and Blocked Persons List or the Entity List maintained by the United States, or on any equivalent restricted party list. The Purchaser will not sell, supply, transfer, export, re-export or tranship the Goods, directly or indirectly, to or for the benefit of: (i) any country or territory that is the subject of comprehensive sanctions or an embargo under any applicable Trade Control Law; (ii) any person designated on any list referred to in this clause, or any person owned or controlled by, or acting for or on behalf of, such a person; or (iii) any person where the Purchaser knows or has reason to believe that the Goods will be used, directly or indirectly, in connection with the proliferation of chemical, biological or nuclear weapons, missiles, unmanned aerial vehicles or any nuclear activity, or for any military end use in a country subject to an arms embargo.

(c) No re-export to Russia or Belarus. The Purchaser will not sell, supply, transfer, export or re-export the Goods, and will not permit any of them to be sold, supplied, transferred, exported or re-exported, directly or indirectly, to the Russian Federation or to the Republic of Belarus, or for use in either of them. The Purchaser will use its best endeavours to ensure that this restriction is not frustrated by any third party further down the commercial chain, including by resellers, and will include a materially equivalent provision in each contract under which it resells the Goods. The Purchaser must notify the Supplier immediately of any circumstance of which it becomes aware that constitutes or is likely to constitute a breach of this clause, and must, on request, provide information demonstrating its compliance. Breach of this clause is a material breach entitling the Supplier to terminate immediately under clause 23(c), and the Purchaser indemnifies the Supplier against all loss, liability, penalties, fines, costs and expenses (including reasonable legal costs) arising out of or in connection with that breach, without prejudice to any other right or remedy.

(d) Screening, information and due diligence. On the Supplier’s written request, the Purchaser will provide such information and documentation about its customer, the end user, the end use and the final destination of the Goods, including an end-user statement or undertaking in the form the Supplier reasonably requires, as the Supplier reasonably considers necessary to comply with Trade Control Laws. The Purchaser acknowledges that a failure to provide that information may result in the Supplier being unable to deliver the Goods, and that the Supplier may decline or suspend any order, or withhold delivery, where it reasonably considers that performance would or might contravene a Trade Control Law or expose it to a sanctions risk. A refusal, suspension or withholding under this clause is not a breach of the Agreement, and the Supplier will refund any amount prepaid in respect of Goods not delivered.

(e) Anti-bribery, corruption and financial crime. Each party will comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, anti-facilitation-of-tax-evasion and anti-fraud laws, including the Bribery Act 2010 of the United Kingdom and the Criminal Finances Act 2017 of the United Kingdom, and will not offer, give, request or receive any bribe, facilitation payment or other improper advantage in connection with the Agreement. Each party will maintain adequate procedures designed to prevent bribery and the facilitation of tax evasion by its personnel and associated persons. Each party indemnifies the other against all loss, liability, penalties, fines, costs and expenses (including reasonable legal costs) arising out of or in connection with any breach of this clause by it. Breach of this clause is a material breach entitling the other party to terminate immediately under clause 23(b).

(f) Forced labour and human rights. Each party will comply with all applicable laws concerning forced labour, child labour, human trafficking and human rights due diligence in supply chains, and will provide such information as the other party reasonably requires in order to comply with any such law or to respond to any regulatory enquiry under it. The Purchaser must notify the Supplier immediately on becoming aware of any credible allegation that the Goods, or any input to them, were produced using forced labour.

(g) Indemnity. The Purchaser indemnifies the Supplier against all loss, liability, damage, claims, penalties, fines, costs and expenses (including reasonable legal costs) arising out of or in connection with any breach of clauses 17(a) to 17(d) by the Purchaser. Breach of clauses 17(a) to 17(d) is a material breach entitling the Supplier to terminate immediately under clause 23(c).

(h) Effect on performance. Nothing in the Agreement requires either party to take or omit to take any action that would place it in breach of, or expose it to a penalty under, any Trade Control Law, or that would be prohibited by, or expose it to a penalty under, Council Regulation (EC) No 2271/96 protecting against the effects of the extraterritorial application of legislation adopted by a third country. Where a party is prevented from performing by reason of this clause, clause 22 applies to that non-performance.

18. Chemicals, Batteries, Packaging and Producer Responsibility

(a) Allocation of producer responsibility. Union environmental and product legislation imposes registration, reporting, financing and take-back obligations on the person who first makes a product available on the market of a Member State. The Supplier has no establishment in any Member State, is not registered as a producer in any Member State, cannot register as one, and has appointed no authorised representative for extended producer responsibility in any Member State. The Purchaser imports the Goods into the Union and first makes them available in a Member State, and is therefore that person and is responsible for those obligations in each Member State concerned. Nothing in this clause 18 alters the operation of any Union or national law as against a competent authority or any third party.

(b) REACH: no only representative, and the Purchaser is the importer. The Supplier has not appointed an only representative under Article 8 of REACH and does not intend to do so. A supplier established outside the Union has no obligation under REACH and cannot itself register or notify. The consequence, which the Purchaser must take into account when pricing and when planning its own compliance, is that the Purchaser is the importer for the purposes of REACH and carries every obligation that would otherwise fall on an only representative, in each case only to the extent the applicable thresholds are met. Those obligations include: (i) registration under Article 6 of any substance, on its own or in a mixture, imported in a quantity of one tonne or more per year; (ii) registration under Article 7(1) of any substance intended to be released from an article under normal or reasonably foreseeable conditions of use, where the quantity exceeds one tonne per year; (iii) notification to the European Chemicals Agency under Article 7(2) of any substance on the candidate list of substances of very high concern present in an article in a concentration above 0.1% by weight where the imported quantity exceeds one tonne per year; (iv) the duty of a supplier of an article under Article 33 to pass on information allowing safe use; and (v) notification to the database established under Article 9(1)(i) of Directive 2008/98/EC. The parties record their expectation that, for passive fiber optic cable and passive optical componentry supplied as articles, the registration duties in paragraphs (i) to (iii) will rarely be triggered, and that the duties in paragraphs (iv) and (v) will be. To enable the Purchaser to discharge those duties, the Supplier will: (A) provide, on written request and at no charge, the safety data sheets and other information supplied to it by the relevant Manufacturer in respect of substances contained in the Goods; (B) where any Goods contain a substance on the candidate list in a concentration above 0.1% by weight, disclose that fact, the name of that substance and the information provided to it by the Manufacturer that is required to allow safe use of the Goods, in each case before or on delivery and without the Purchaser having to ask; (C) provide, on written request, the composition, article-level and supply chain information the Purchaser reasonably requires for an Article 7(2) or Article 9(1)(i) notification, so far as the Supplier holds it or is able to obtain it from the Manufacturer; and (D) notify the Purchaser in writing within ten (10) Business Days of becoming aware that a substance in the Goods has been added to the candidate list or has become subject to authorisation or restriction. The Supplier gives no warranty as to the accuracy or completeness of information originating from a Manufacturer, beyond passing it on in accordance with this clause. Where the Supplier is unable to obtain information the Purchaser reasonably requires under paragraph (C), it must say so in writing within that period, and the Purchaser may by written notice cancel the undelivered portion of the affected order without charge and return Goods already delivered under clause 7(c) for a refund of the price paid together with the freight cost of the return, without any restocking fee.

(c) RoHS and electrical and electronic equipment. Where the Goods are electrical and electronic equipment within the scope of the RoHS Directive, clause 15(c) applies to the EU Declaration of Conformity and to the CE Marking. Where the Goods are within the scope of Directive 2012/19/EU on waste electrical and electronic equipment, the Purchaser acknowledges that the person who first places the equipment on the market of a Member State is the producer for the purposes of that Directive and must register with the producer register of that Member State, finance collection and treatment, and meet the applicable marking and information requirements. Each party will provide the other with such information as it reasonably requires in connection with those obligations.

(d) Batteries. Where the Goods contain, are supplied with, or are batteries within the scope of the Batteries Regulation, the Purchaser acknowledges that the person who first makes the batteries available on the market of a Member State is the producer for the purposes of that Regulation, must register in each Member State concerned, must meet the applicable extended producer responsibility, collection, labelling and information requirements, and must, where applicable, comply with the due diligence obligations of that Regulation. The Supplier will provide, on written request, the battery information, labelling, carbon footprint and due diligence information supplied to it by the relevant Manufacturer, and gives no warranty as to its accuracy or completeness.

(e) Packaging. The Purchaser must return reusable drums and reels in accordance with clause 7(f). Where a drum, reel or other packaging is identified by the Supplier as non-returnable, or is not returned within the period in clause 7(f), the Purchaser is responsible for its lawful reuse, recycling or disposal, and for the lawful disposal of all other packaging, offcuts and waste arising from its use or installation of the Goods, in each case in accordance with the applicable Union and national packaging, waste, recycling and environmental laws, including the Packaging Regulation and, to the extent it remains in force, the law of each Member State implementing Directive 94/62/EC on packaging and packaging waste. The Packaging Regulation entered into force on 11 February 2025 and, by its Article 71, has applied since 12 August 2026. By its Article 70(1), Directive 94/62/EC is repealed with effect from that same date, with the exception of certain provisions of that Directive which continue to apply for a transitional period ending, according to the provision concerned, on 31 December 2028 or 31 December 2029, or by reference to an implementing act adopted under Article 12(6) of the Packaging Regulation. Because these Standard Terms take effect on 21 September 2026, the Packaging Regulation applies to every supply made under them, and the reference in this clause to Directive 94/62/EC as implemented is included only because national implementing measures made under it may remain in force, and because obligations that arose under those measures before 12 August 2026 are unaffected by the repeal. Certain requirements of the Packaging Regulation are phased in after its date of application, and the Purchaser is responsible for determining which requirements apply to it and when. The Purchaser acknowledges that, where it first makes the packaging available in a Member State, it is the producer for the purposes of any extended producer responsibility scheme applicable to packaging in that Member State. Each party will provide the other with such information as it reasonably requires in connection with any packaging, recycling or product stewardship scheme to which that other party is subject. Nothing in this clause obliges the Supplier to accept the return of, or to collect, any packaging, drum or reel other than as provided in clause 7(f).

(f) Deforestation-free products: the Deforestation Regulation does not apply to this supply. The Supplier has assessed the Goods, and the drums, reels and pallets on which they are shipped, against the Deforestation Regulation, and states its conclusion here so that the Purchaser’s compliance function need not repeat the exercise. The conclusion is that the Deforestation Regulation does not apply to any supply made under these Standard Terms. The reasons are these: (i) the Goods are passive optical products made of glass, polymer, metal and ceramic, they contain none of the relevant commodities to which the Deforestation Regulation applies, being cattle, cocoa, coffee, oil palm, rubber, soya and wood, they are not relevant products within the meaning of that Regulation, and the polymer sheathing, jacketing and sealing materials used in them are synthetic, synthetic rubber products being outside the scope of that Regulation; (ii) wooden cable-drums, pallets and similar packings fall within heading 4415 of the Combined Nomenclature, which is a heading listed in Annex I to the Deforestation Regulation, but the entry for that heading in Annex I is expressed as not including packing material used exclusively as packing material to support, protect or carry another product placed on the market, and the Supplier supplies every drum, reel and pallet exclusively to support, protect and carry the Goods and sells none of them as a product in its own right; and (iii) the charging of a deposit under clause 7(f), its refund on return, and the subsequent re-use or onward supply of a drum or reel, do not make the drum or reel a product in its own right, because that exclusion turns on the function the article performs and not on whether it is single-use or reusable, so that packing material clearly suitable for repetitive use that is used exclusively to support, protect or carry another product is outside the scope of the Deforestation Regulation from the moment they are first so used and on each subsequent occasion on which it is made available on the market or exported, including where it is transferred between undertakings within a closed-loop exchange arrangement, and a drum returned under clause 7(f) and re-used to carry Goods accordingly remains outside that scope. It follows that the Supplier does not place on the Union market, and does not supply to the Purchaser, any relevant commodity or relevant product within the meaning of the Deforestation Regulation, that no due diligence statement is required in respect of any supply made under these Standard Terms, and that neither party is required to submit one. The Supplier is not established in the Union, holds no EORI number issued by a Member State, and is in any event unable to submit a due diligence statement or to register in the information system established under that Regulation. This clause records the Supplier’s assessment and the parties’ allocation of any residual obligation; it is a statement of position and not a warranty, and clause 1.2(j) applies to it. Residual allocation. If the Supplier were to sell a drum, reel, pallet or other timber article as Goods in its own right rather than supply it as packing material, or if any Goods were to incorporate a relevant commodity, that article or those Goods would be within Annex I to the Deforestation Regulation; in that event the person on whom the obligations of an operator fall is the person acting as the importer when the article is declared for release for free circulation, which under clause 5(d) is the Purchaser, or the person established in the Union identified by the Purchaser under clause 2(b)(v), and is in no case the Supplier. The Supplier must notify the Purchaser in writing before accepting any order to which the preceding sentence would apply, and will in that event, on written request and at the Purchaser’s reasonable cost, provide the geolocation and supply chain information in its possession or that it is able to obtain from the relevant Manufacturer, and gives no warranty as to its accuracy or completeness. Dates. The obligations of the Deforestation Regulation apply from 30 December 2026 and, in the case of natural persons and micro and small enterprises, from 30 June 2027, those dates having been substituted by Regulation (EU) 2025/2650; nothing in this clause turns on those dates, because the conclusion stated above is that the Regulation does not apply to this supply at all.

(g) No responsibility for the other party’s compliance. Nothing in this clause 18 makes either party responsible for the other party’s compliance with any registration, reporting, financing, take-back or due diligence obligation, and information provided under this clause is provided for the recipient’s own assessment and at the recipient’s own risk. Each party indemnifies the other against all loss, liability, penalties, fines, costs and expenses (including reasonable legal costs) arising out of or in connection with its own failure to comply with an obligation allocated to it by this clause 18.

19. Data Protection

(a) Roles. Each party acts as an independent controller in respect of the personal data it processes for its own purposes in connection with the Agreement, including the business contact details of the other party’s personnel, and the data processed for the purposes of order administration, credit assessment, account management, delivery, warranty administration, product safety and recall, and the exercise or defence of legal claims. Neither party processes personal data on behalf of the other under the Agreement. If the parties agree that either party is to process personal data on behalf of the other, they will first enter into a written data processing agreement complying with Article 28 of the GDPR.

(b) Compliance. Each party will comply with Data Protection Law in respect of the personal data it processes in connection with the Agreement, will process that personal data only for the purposes of the Agreement or as otherwise permitted by Data Protection Law, will implement appropriate technical and organisational measures to protect it, and will ensure that persons authorised to process it are bound by an obligation of confidentiality.

(c) Information and lawful basis. Each party warrants that it has provided the information required by Articles 13 and 14 of the GDPR to the individuals whose personal data it discloses to the other, that it has a lawful basis for that disclosure, and that the disclosure does not breach Data Protection Law. The Purchaser will bring the Supplier’s privacy notice, available on the Supplier’s website, to the attention of each individual whose personal data it provides to the Supplier at or before the time it provides that data.

(d) The Supplier has no representative in the Union under Article 27 of the GDPR. The Supplier is a controller established outside the Union. It has not designated a representative in the Union under Article 27 of the GDPR, and none is named in its privacy notice. The Supplier’s position, stated so that the Purchaser can take its own view rather than assume one, is that Article 3(2)(a) of the GDPR is not engaged by the Agreement, because the Goods are offered to the Purchaser as an undertaking and not to any data subject, and the only personal data the Supplier processes are the business contact details of the Purchaser’s personnel and equivalent data processed for order administration, credit assessment, delivery, warranty administration, product safety and the exercise or defence of legal claims. The Supplier records that this position is not free from doubt. If Article 3(2) were engaged, the derogation in Article 27(2)(a) would be available only where the processing is occasional, and processing carried on continuously for the administration of a trading account is unlikely to be occasional. The Supplier keeps the position under review, will designate a representative in the Union and publish its identity and contact details in its privacy notice if it concludes or is advised that one is required, and will notify the Purchaser in writing if it does so. This paragraph concerns the Supplier’s own compliance only. It imposes no obligation on the Purchaser, is not a warranty to the Purchaser, and does not affect either party’s obligations under clauses 19(a) to 19(c) and 19(e) to 19(g), under which each party remains an independent controller responsible for its own compliance. The Purchaser is not obliged to act as, and must not be described as, the Supplier’s representative in the Union.

(e) International transfers. The parties acknowledge that the transfer of personal data from the Union to the United Kingdom in connection with the Agreement is made in reliance on the adequacy decision adopted by the European Commission in respect of the United Kingdom, for so long as that decision remains in force. If that decision expires, is suspended, is repealed or is declared invalid, or if it ceases to cover a transfer made under the Agreement, the parties will without undue delay enter into the standard contractual clauses adopted by the European Commission under Article 46(2)(c) of the GDPR in the module appropriate to the transfer, together with any supplementary measure identified by a transfer impact assessment, and those clauses are deemed incorporated into the Agreement from the date the adequacy decision ceases to apply, with the Purchaser as data exporter and the Supplier as data importer. Neither party will transfer personal data received from the other to a third country except in accordance with Chapter V of the GDPR.

(f) Personal data breach and assistance. Each party will notify the other in writing without undue delay, and in any event within forty-eight (48) hours, of becoming aware of any personal data breach affecting personal data received from the other party, will provide the information reasonably required to enable that party to meet its own obligations under Articles 33 and 34 of the GDPR, and will provide reasonable assistance in responding to any request by a data subject, any enquiry by a supervisory authority, and any data protection impact assessment or prior consultation that relates to personal data received from that party.

(g) Records under clause 15(f). Where records kept under clause 15(f) contain personal data, each party must keep them securely, use them only for the purposes of product traceability, safety, recall and the exercise or defence of legal claims, and erase or anonymise them at the end of the retention period in that clause unless a longer retention is required by law or is necessary for the exercise or defence of legal claims.

20. Intellectual Property

(a) Ownership and licence. Ownership of all intellectual property in the Goods, specifications, and documentation remains with the Supplier or the relevant Manufacturer. The Supplier grants the Purchaser a limited, royalty-free, non-exclusive licence to use that intellectual property for the use, maintenance, resupply, and marketing of the Goods, and to reproduce the Supplier’s Datasheets unaltered for the purpose of resupplying the Goods. That licence may be sub-licensed through the Purchaser’s distribution chain to any subsequent purchaser or end user of the Goods, and is irrevocable in respect of Goods supplied before termination. The Purchaser does not acquire any other right in the Supplier’s intellectual property by purchasing the Goods.

(b) Marks and markings. Except as expressly agreed in the Special Conditions, and except for the importer marking permitted by clause 15(h), the Purchaser must not alter, remove, obscure, or add to any trade mark, brand, or marking on the Goods, and must not apply any other trade mark or trade name to the Goods. Clause 15(h) applies in addition to this clause. The Purchaser must notify the Supplier immediately on becoming aware of any actual or potential infringement of the Supplier’s trade marks.

(c) Exhaustion. Nothing in the Agreement restricts the Purchaser from dealing in Goods that have been put on the market in the European Economic Area by the Supplier or with the Supplier’s consent, in so far as the rights in those Goods are exhausted under Union law.

(d) Third-party claims. If a third party alleges that standard, non-customised Goods infringe any patent, trade mark, copyright, registered design, database right or other intellectual property right, the Purchaser must notify the Supplier immediately, must not admit liability or settle without the Supplier’s prior written consent, and must give the Supplier reasonable assistance at the Supplier’s cost. The Supplier’s liability is limited, at its option, to obtaining the right to continued use, replacing the Goods with non-infringing goods of equivalent specification, modifying the Goods so that they are non-infringing, or refunding the price paid. No remedy is available where the claim arises from customisation, from compliance with the Purchaser’s specifications or instructions, from the Purchaser’s marketing, from combination with third-party products, from modification of the Goods by any person other than the Supplier, or from the Purchaser’s continued use of the Goods after the Supplier has required it to cease.

(e) Purchaser’s specifications. Where Goods are manufactured to the Purchaser’s specifications, the Purchaser will indemnify the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable legal costs) in respect of intellectual property infringement arising from those specifications.

(f) Manufacturer indemnities. The Supplier does not design or manufacture the Goods, except as stated in clause 11(c). The Supplier assigns and passes through to the Purchaser, to the extent assignable, the benefit of any intellectual property indemnity given to the Supplier by the Manufacturer in respect of the Goods, and will provide the substance of its terms on request, which it may provide by way of a statement issued by the Supplier or in redacted form. Where such an indemnity is not assignable, the Supplier will, at the Purchaser’s written request and cost, pursue the indemnity claim against the Manufacturer on the Purchaser’s behalf and account to the Purchaser for the proceeds. The Supplier gives no independent indemnity in respect of any third-party intellectual property claim, and clause 20(d) states the Purchaser’s sole remedy against the Supplier in respect of any such claim.

(g) Firmware and embedded software. Where Goods contain firmware or embedded software, that firmware or software is licensed and not sold. The Supplier grants the Purchaser a non-exclusive licence, non-transferable except on an assignment permitted under clause 25(a), to use it solely as embedded in the Goods and for the purpose of operating the Goods, and that licence may be sub-licensed through the Purchaser’s distribution chain to any subsequent purchaser or end user of the Goods. The Purchaser must not reverse engineer, decompile, disassemble, modify or create derivative works of that firmware or software except to the extent that restriction is prohibited by law, including Articles 5 and 6 of Directive 2009/24/EC on the legal protection of computer programs. Open source components are licensed under their own terms, which prevail over this clause to the extent of any inconsistency, and the Supplier will identify those components on request. Where Goods are coded or keyed for compatibility with particular host equipment, the coding is as stated in the applicable Datasheet or the Confirmation Email, and the Purchaser is responsible for confirming compatibility with its own equipment before ordering.

21. Confidentiality

(a) Obligation. Each party (the Receiving Party) must keep confidential all specifications, drawings, pricing, forecasts, and technical or commercial information disclosed to it by the other party (the Disclosing Party), must use it only for the purposes of the Agreement, and must not disclose it without the Disclosing Party’s prior written consent, except to its employees, professional advisers, insurers, financiers, and affiliated undertakings who need to know it and are bound by equivalent obligations, and, in the case of the Supplier, to Manufacturers, testing houses, credit reference agencies, credit insurers, debt collection agencies, and logistics and customs providers, in each case to the extent necessary to perform the Agreement and where bound by equivalent obligations.

(b) Exceptions. This clause does not apply to information that: (i) is or becomes public other than through breach of this clause; (ii) was lawfully known to the Receiving Party without restriction before disclosure; (iii) is received from a third party without restriction; (iv) is independently developed without use of the Disclosing Party’s information; or (v) the Receiving Party is required to disclose by law or by a regulatory, judicial or arbitral authority, provided it gives the Disclosing Party prompt notice where lawful to do so and limits the disclosure to what is required.

(c) Return or destruction. On termination or on the Disclosing Party’s written request, the Receiving Party will return or destroy the Disclosing Party’s confidential information, except for copies retained in routine backup systems, copies required to be retained by law or under clause 15(f), and copies reasonably required for the exercise or defence of legal claims.

(d) Duration. The obligations in this clause continue for five (5) years after termination or expiry, and indefinitely in respect of any information that constitutes a trade secret within the meaning of Directive (EU) 2016/943.

(e) Publicity and references. Despite clause 21(a), the Supplier may identify the Purchaser as a customer of the Supplier by name and logo in its customer lists, on its website, in tender, pre-qualification and capability submissions, and in internal credentials material, and may state in general terms the nature of the Goods supplied. In doing so the Supplier must not disclose the price or volume of any supply, any network design, route or site location information, or any other confidential information of the Purchaser. Any case study, media release, award submission, customer testimonial or other publication that goes beyond the first sentence of this clause requires the Purchaser’s prior written consent, which must not be unreasonably withheld or delayed. The Purchaser may withdraw the right conferred by the first sentence of this clause at any time by written notice, in which case the Supplier will cease the relevant use within thirty (30) days, other than in material already printed or distributed and in archived material. Any use of the Purchaser’s name or logo is subject to the Purchaser’s reasonable brand guidelines notified in writing to the Supplier, and confers no right in the Purchaser’s trade marks other than as expressly stated in this clause. Neither party may otherwise use the other party’s name, logo or trade marks without prior written consent.

22. Force Majeure

(a) Relief. Neither party is liable for any failure or delay in performance, other than an obligation to pay money, due to causes beyond its reasonable control. An event is a cause beyond a party’s reasonable control for the purposes of this clause only where the event, or its effect on the affected party, was beyond that party’s reasonable control and could not have been avoided or overcome by the exercise of reasonable diligence, whether or not the general possibility of an event of that kind was foreseeable. That requirement applies to every event listed in this clause. Subject to that requirement, causes beyond a party’s reasonable control include acts of God, fire, flood, storm, drought, war, terrorism, riot, civil commotion, embargo, the imposition of sanctions or export controls after the date of the Confirmation Email, strikes and labour disputes, epidemic or pandemic, cyber attack, plant or mechanical breakdown, carrier failure, closure or congestion of ports, borders or customs facilities, supply chain disruption, upstream supplier or component shortages, and governmental action prohibiting or preventing performance. A change in tariffs or duties is not a force majeure event and is dealt with under clause 9(f).

(b) Notice and mitigation. The affected party must notify the other party promptly, stating the event, its expected duration and the obligations affected, and must use reasonable endeavours to mitigate its effect and to resume performance. The affected party’s time for performance is extended for the duration of the event.

(c) Termination for prolonged force majeure. (i) Where the Supplier is the affected party and the event continues for more than sixty (60) days, either party may terminate the affected order, or so much of it as is affected by the event, on written notice to the other. (ii) Where the Purchaser is the affected party and the event continues for more than one hundred and eighty (180) days, either party may terminate the affected order, or so much of it as is affected by the event, on written notice. (iii) On termination under this clause the Purchaser must pay for Goods already delivered, for all work performed on cut cable, custom or made-to-order Goods, and for all costs reasonably incurred and irrevocable commitments reasonably made by the Supplier in respect of undelivered cut cable, custom or made-to-order Goods and NCNR Goods. (iv) Where the Purchaser pays an amount under paragraph (iii) in respect of cut cable, custom or made-to-order Goods or NCNR Goods that are complete or partly complete, or in respect of raw materials or work in progress, the Supplier must at the Purchaser’s cost and direction deliver those Goods, materials and work in progress to the Purchaser, and title in them passes to the Purchaser on payment in full and in cleared funds of that amount. (v) Clause 23(g) applies to any amount prepaid in respect of Goods not delivered. (vi) Termination by the Supplier under paragraph (i) does not entitle the Supplier to any amount in respect of the terminated order other than as provided in paragraph (iii), and does not of itself constitute a breach of the Agreement by the Supplier.

(d) Allocation. The Supplier is under no obligation to allocate Goods in short supply in any particular manner, but where it allocates Goods in short supply it will do so on a fair and reasonable basis as between its customers.

23. Termination

(a) For convenience. Either party may terminate any Continuing Supply Arrangement on thirty (30) days’ written notice, except that the Supplier’s rights under clauses 3(a) and 3(e) are not subject to this clause. Termination under this clause does not affect any order already accepted by the Supplier, which continues to be governed by the Agreement and may be cancelled only in accordance with clause 7(e).

(b) For cause. A party may terminate the Agreement, or any order under it, immediately by written notice if the other party: (i) suffers an Insolvency Event, to the extent that termination on that ground is permitted by the applicable insolvency law; (ii) commits a material breach that is not capable of remedy, other than a failure to pay an amount disputed by the Purchaser in good faith under clause 10(f); (iii) breaches clause 17(e); or (iv) commits a material breach that is capable of remedy, other than a failure to pay an amount disputed by the Purchaser in good faith under clause 10(f), and does not remedy it within ten (10) Business Days of written notice.

(c) Supplier’s additional rights. The Supplier may terminate the Agreement, or any order under it, immediately by written notice if the Purchaser: (i) fails to make any payment when due (other than an amount disputed by the Purchaser in good faith under clause 10(f)) and does not remedy that failure within ten (10) Business Days of written notice; (ii) breaches any of clauses 17(a) to 17(d); (iii) breaches clause 15(h) or clause 20(b), and does not remedy that breach within five (5) Business Days of written notice where it is capable of remedy; or (iv) commits a material breach of the Supplier’s, or of a Manufacturer’s, intellectual property rights in or in connection with the Goods, and does not remedy that breach within five (5) Business Days of written notice where it is capable of remedy.

(d) Accrued rights. Termination does not affect any accrued right or liability of either party.

(e) Insolvency stays. Where the exercise of a right under clause 4(i), clause 23(b)(i) or clause 23(f) is stayed, suspended or made subject to consent or leave by the applicable insolvency law, that right is suspended and not extinguished, and revives to the fullest extent the law allows. Clause 4(j) applies in addition to this clause.

(f) Consequences of termination by the Supplier. On termination by the Supplier under clause 23(b) or 23(c), or on the occurrence of an Event of Default: (i) clause 10(h) applies; and (ii) the Purchaser must pay the Supplier for all Goods delivered, all work performed on cut cable, custom or made-to-order Goods, and all costs reasonably incurred and irrevocable commitments reasonably made in respect of undelivered Goods. The Supplier must, on request, substantiate any amount claimed under paragraph (ii) and must give credit for the value of any materials or work in progress that it is able to use or resell.

(g) Consequences of termination by the Purchaser, and refunds. On termination by the Purchaser under clause 23(b), the Purchaser must pay the Supplier for all Goods delivered and accepted, and the Supplier must refund any amount prepaid by the Purchaser in respect of Goods not delivered. Where an order or the Agreement is terminated or cancelled otherwise than by reason of an Event of Default or the Purchaser’s breach, the Supplier will refund any amount prepaid by the Purchaser in respect of Goods not delivered, less any amount the Purchaser is required to pay under clause 7(e) or 22(c).

24. Amendments, Version Control and Incorporation

(a) Variation by the Supplier. The Supplier may vary these Standard Terms by giving at least thirty (30) days’ written notice, where the variation is reasonable having regard to the interests of the Purchaser, and only for a valid reason, being a change in law or in its interpretation or enforcement, a change in the Goods or in the Manufacturer’s terms, a change in the Supplier’s business or operating processes, or the correction of an error or an ambiguity. The notice must state the reason for the variation and identify the provisions that are changing. The Supplier may not use this clause to increase the price of, or to reduce the Supplier’s obligations under, an order already accepted. Notice is given by publishing the varied Standard Terms on the Supplier’s website and, where the Purchaser has an open order or an approved credit account, by notice under clause 25(b). The Supplier may not vary the price, quantity or delivery basis of an accepted order under this clause.

(b) Version governing an order. Varied terms take effect at the end of the notice period and apply only to orders accepted on or after that date. Orders already accepted continue to be governed by the version of these Standard Terms in force when they were accepted. This clause determines the version of these Standard Terms governing an order, and prevails over any inconsistent statement in a Confirmation Email despite clause 1.2(b).

(c) Acceptance and objection. Continued ordering after the varied terms take effect constitutes acceptance of them. If the Purchaser does not accept the varied terms, it may by written notice given before the varied terms take effect terminate any Continuing Supply Arrangement without charge, and in any event is not bound by the varied terms in respect of any order accepted before they take effect. Termination under this clause does not affect any order already accepted by the Supplier, which continues to be governed by the version of these Standard Terms in force when it was accepted and may be cancelled only in accordance with clause 7(e).

(d) Version record and availability. Each version of these Standard Terms carries the version number and the date from which it is effective, stated at the head of this document. The Supplier will retain each superseded version and will provide a copy of the version governing any order, in a form allowing the Purchaser to store and reproduce it, free of charge on written request. Variation of the Agreement otherwise than under this clause 24 requires the written agreement of both parties.

25. General

(a) Assignment. The Purchaser may not assign, transfer, charge or subcontract the Agreement or any of its rights or obligations under it without the Supplier’s prior written consent, which will not be unreasonably withheld, except that the Purchaser may assign a monetary claim against the Supplier that is due and payable. The Supplier may assign or subcontract the Agreement or any part of it, provided that the assignment does not materially and detrimentally affect the Purchaser’s rights under the Agreement and the assignee assumes the Supplier’s obligations under it.

(b) Notices. Notices must be in writing and sent to the Purchaser at the postal address or email address specified in the Confirmation Email or credit application, and to the Supplier by email to legal@scalefibre.com or by prepaid post to ScaleFibre UK Ltd, 2 Frederick Street, Kings Cross, London WC1X 0ND, United Kingdom, in each case marked for the attention of Legal. Either party may change its address or email address for notices by written notice to the other given under this clause and taking effect five (5) Business Days after it is received, and a notice sent to the last address or email address notified under this clause is effectively given. Notice sent by email is received when it becomes capable of being retrieved at that address, or on the next Business Day if that time is outside business hours. Notice delivered by hand is received on delivery, and notice sent by prepaid post is received on the fifth Business Day after posting. This clause does not apply to the service of any document in arbitral or court proceedings.

(c) Severability and reading down. If any provision of the Agreement is void, voidable or unenforceable under any applicable law, it is read down to the extent necessary to make it valid and enforceable or, if it cannot be read down, is severed. The remaining provisions continue in full force. Where a provision is read down or severed, the parties will negotiate in good faith a replacement provision that most nearly achieves the intended commercial result within the limits of the applicable law.

(d) Waiver. No failure or delay in exercising a right operates as a waiver, and no single or partial exercise precludes further exercise. A waiver is effective only if given in writing.

(e) Survival. Clauses 1, 2(e), 2(f), 2(g), 2(j), 2(k), 3(d), 3(f), 3(g), 4, 5(a), 5(b), 5(c), 5(d), 5(e), 5(f), 5(g), 6(a), 6(b), 6(c), 6(d), 6(e), 6(f), 6(g), 7(b), 7(c), 7(d), 7(e), 7(f), 7(g), 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22(a), 22(b), 22(c), 23(d), 23(e), 23(f), 23(g), 24(b), 24(c), 24(d), 25 and 26 survive termination or expiry. A clause that survives does so only in respect of Goods supplied, orders accepted and rights accrued before termination or expiry, and does not oblige either party to accept or place any further order.

(f) No third-party rights. Except as provided in clauses 14(h), 20(a) and 20(g), the Agreement confers no right on any person other than the parties, and the Contracts (Rights of Third Parties) Act 1999 does not apply to it. The parties may vary or terminate the Agreement or any provision of it by agreement between them at any time, without the consent of any third party, whether or not that third party has accepted the benefit of the provision. Nothing in this clause affects clause 16(a) or any right conferred on a third party by a mandatory rule of law.

(g) Relationship. Nothing in the Agreement creates any partnership, joint venture, agency, distributorship or employment relationship. The Purchaser has no authority to bind the Supplier or to make any representation on its behalf. Manufacturers are not agents, subcontractors, or representatives of the Supplier.

(h) Counterparts and electronic signature. The Agreement may be executed in counterparts and by electronic signature, and neither party will contest the validity or admissibility of an electronic signature or of a document in electronic form on the ground of its form alone.

(i) Further assurance. Each party will do all things reasonably necessary to give full effect to the Agreement.

(j) Joint and several. Where the Purchaser comprises more than one person, each is bound jointly and severally.

(k) Indemnities. Each indemnity in the Agreement is a continuing obligation, independent of the other obligations of the parties, and survives termination. The indemnified party need not incur expense or make payment before enforcing an indemnity. Where an indemnity relates to a claim by a third party, the indemnified party will notify the indemnifying party promptly on becoming aware of the claim, and will provide such assistance and access to documents as the indemnifying party reasonably requires at the indemnifying party’s cost. The indemnified party retains conduct of the defence and settlement of the claim and may settle it acting reasonably, provided it consults the indemnifying party before doing so and, where the indemnifying party has accepted liability under the indemnity in writing and is not in default, obtains that party’s consent, which must not be unreasonably withheld or delayed. Failure to comply with this clause reduces the indemnifying party’s liability only to the extent it is actually prejudiced by that failure, and does not otherwise affect the indemnity. The indemnities in the Agreement are: those given by the Purchaser in clauses 3(d), 3(f), 4(e), 4(i), 8(d), 8(e), 9(c), 15(h), 16(d), 17(e), 17(g), 18(g) and 20(e); and those given by the Supplier in clauses 16(c), 17(e) and 18(g). Each of them is limited by clause 14 except to the extent clause 14 expressly provides otherwise. This list is included for convenience only and does not create, extend or limit any indemnity.

(l) Language. The Agreement is concluded in English. All notices, documents and communications under the Agreement must be in English unless otherwise agreed in writing. Any translation of these Standard Terms is provided for convenience only, and in the event of any inconsistency the English text prevails, except where a mandatory rule of the applicable law requires otherwise.

(m) Records and electronic communications. Each party consents to the use of email and other electronic means for all communications under the Agreement, other than the service of documents in arbitral or court proceedings. The Supplier’s records of orders, Confirmation Emails, invoices and deliveries are, in the absence of manifest error, evidence of the matters they record.

26. Governing Law, Arbitration and Limitation of Actions

(a) Governing law. The Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by the law of England and Wales, excluding its conflict of laws rules. The choice of law for contractual obligations is made under Article 3 of Rome I. The choice of law for non-contractual obligations is made under Article 14 of Regulation (EC) No 864/2007 and takes effect only to the extent that Article permits, the parties acknowledging that Article 14(1)(b) requires an agreement made before the event giving rise to the damage to have been freely negotiated. Where the choice does not take effect in respect of a non-contractual obligation, the law applicable to that obligation is determined by that Regulation. This clause is subject to clause 12(b).

(b) Effect of the choice. The parties have chosen English law because the Supplier is established in England, contracts on these Standard Terms with purchasers in a number of Member States, and requires a single governing law for its standard conditions of sale. The parties acknowledge that the choice does not displace the provisions identified in clause 12(b), and that clause 12 states the effect of those provisions on the Agreement.

(c) Arbitration. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, is to be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators is one, unless the amount in dispute exceeds EUR 1,000,000, in which case the number of arbitrators is three. The seat of the arbitration is London, England. The language of the arbitration is English. The law governing this arbitration agreement is the law of England and Wales, whether or not that is the law governing the remainder of the Agreement. The award is final and binding on the parties, and the parties agree that it may be recognised and enforced in any jurisdiction in which recognition or enforcement is sought, subject to and in accordance with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards done at New York on 10 June 1958 and the law of that jurisdiction.

(d) Proceedings before national courts. Despite clause 26(c): (i) either party may apply to any court of competent jurisdiction for interim, protective or conservatory measures, including an order preserving evidence or restraining the removal, concealment, disposal or deterioration of Goods, and an application for such measures is not incompatible with, and does not waive, the arbitration agreement in clause 26(c); and (ii) the Supplier may bring proceedings for the recovery of an amount that is due and payable and that the Purchaser has not disputed in good faith under clause 10(f), and proceedings to assert, protect or enforce its retention of title or other security under clause 3(f) or clause 4 or to recover the Goods, in the courts of the place where the Purchaser is established or where the Goods are located, and in any other court of competent jurisdiction. Where a claim within paragraph (ii) is disputed on grounds going to the merits, either party may require that it be determined under clause 26(c). Paragraph (ii) confers a right on the Supplier only. Except as provided in paragraph (i), and except where clause 2(e) applies, the Purchaser may not commence or continue proceedings on the merits before any national court, and the arbitration agreement in clause 26(c) is exclusive as against the Purchaser. The commencement of proceedings under paragraph (ii) does not waive the arbitration agreement in respect of any other dispute.

(e) Escalation. Before commencing arbitration, a party must give written notice of the dispute and the parties must procure that a senior representative of each meets, in person or by video conference, within fifteen (15) Business Days of that notice to attempt to resolve it in good faith. The running of each period in clause 26(h) is suspended in respect of a dispute from the date written notice of that dispute is given until thirty (30) days after the meeting required by this clause has taken place or, if no meeting takes place, thirty (30) days after the fifteen (15) Business Day period has expired. A period may be suspended only once in respect of any one dispute, and a further notice of the same dispute, or of a dispute arising out of substantially the same facts, does not suspend the running of any period. The aggregate suspension of any period under this clause must not exceed ninety (90) days, whether in respect of one dispute or more than one. If the meeting does not take place within that period, either party may commence arbitration. This clause does not prevent either party from seeking relief under clause 26(d), and compliance with it is not a condition of the tribunal’s jurisdiction.

(f) Exclusion of the CISG. The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) does not apply to the Agreement. This exclusion is intended to be complete and to operate whether the CISG would otherwise apply by virtue of Article 1(1)(a) or Article 1(1)(b) of the CISG, by virtue of the law governing the Agreement, by virtue of any provision applying under clause 12(b), or by virtue of any determination of the applicable law made by an arbitral tribunal. The Convention on the Limitation Period in the International Sale of Goods (New York, 1974) and its 1980 Protocol likewise do not apply to the Agreement.

(g) No consumer forum. Clause 2(e) prevails over clauses 26(c) and 26(d) in the circumstances to which it applies.

(h) Limitation of actions. No claim by either party arising out of or in connection with the Agreement may be commenced more than three (3) years after the cause of action accrues, except that a claim for breach of a Supplier Warranty may be commenced within three (3) years after expiry of the Warranty Period, and a claim under clause 20(d) may be commenced within three (3) years after the Purchaser notifies the Supplier of the relevant allegation. A claim under any indemnity in the Agreement must be commenced within three (3) years after the indemnified party has discharged the liability to which the indemnity relates. This clause does not apply to a claim by either party for the recovery of any amount owing to it, or to a claim to assert, protect or enforce a retention of title or other security under clause 3(f) or clause 4. This clause does not apply to a claim for death or personal injury, to a claim under Product Liability Law, to a claim in respect of any liability preserved by clause 12(c), or to any claim that cannot lawfully be barred by agreement or in respect of which the applicable law does not permit the limitation period to be shortened; and where the applicable law permits the limitation period to be shortened but not to three (3) years, the shortest period to which that law permits it to be shortened applies instead.

(i) Costs. In any arbitration or proceedings under this clause 26, the tribunal or court may award the successful party its reasonable legal and other costs.

(j) Service of process. Each party may be served with any document in proceedings under clause 26(d) at the address for notices in clause 25(b), in addition to any other method permitted by law.

If you have questions, contact us:
ScaleFibre UK Ltd, 2 Frederick Street, Kings Cross, London WC1X 0ND, United Kingdom
Company registration number 16685020
Legal Enquiries Email: legal@scalefibre.com
Telephone: +44 20 8191 2194

Terms and Conditions of Sale – ScaleFibre UK Ltd (European Union)

1. Definitions and Interpretation

1.1 Definitions

1.2 Interpretation

2. Scope, Business-to-Business Application, and Formation of Contract

3. Credit and Security for Payment

4. Retention of Title and Security

5. Delivery Terms, Title and Risk

6. Delivery, Inspection and Notification

7. Returns, Cancellation and Change Orders

8. Technical Data, Tolerances and Specifications

9. Price, VAT, Customs Duties and Adjustments

10. Payment and Late Payment

11. Warranty

12. Mandatory Rules, Non-Excludable Liability and Local Law

13. Disclaimer of Warranties

14. Limitation of Liability

15. Union Product Compliance and Placing on the Market

16. Product Liability

17. Trade Controls, Sanctions and Anti-Bribery

18. Chemicals, Batteries, Packaging and Producer Responsibility

19. Data Protection

20. Intellectual Property

21. Confidentiality

22. Force Majeure

23. Termination

24. Amendments, Version Control and Incorporation

25. General

26. Governing Law, Arbitration and Limitation of Actions

Information

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Terms and Conditions of Sale – ScaleFibre UK Ltd (European Union)

1. Definitions and Interpretation

1.1 Definitions

1.2 Interpretation

2. Scope, Business-to-Business Application, and Formation of Contract

3. Credit and Security for Payment

4. Retention of Title and Security

5. Delivery Terms, Title and Risk

6. Delivery, Inspection and Notification

7. Returns, Cancellation and Change Orders

8. Technical Data, Tolerances and Specifications

9. Price, VAT, Customs Duties and Adjustments

10. Payment and Late Payment

11. Warranty

12. Mandatory Rules, Non-Excludable Liability and Local Law

13. Disclaimer of Warranties

14. Limitation of Liability

15. Union Product Compliance and Placing on the Market

16. Product Liability

17. Trade Controls, Sanctions and Anti-Bribery

18. Chemicals, Batteries, Packaging and Producer Responsibility

19. Data Protection

20. Intellectual Property

21. Confidentiality

22. Force Majeure

23. Termination

24. Amendments, Version Control and Incorporation

25. General

26. Governing Law, Arbitration and Limitation of Actions

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