1. Definitions and interpretation

1.1 In these Terms of Sale, the following definitions apply:

“Charges”: the charges payable by the Buyer for the supply of the Goods and/or Services in accordance with condition 5;

“Customer”: the customer detailed on the Order;

“Delivery Address”: the address for delivery of the Goods which shall be Minicam’s principal place of business unless otherwise specified in the Order;

“Goods”: all goods detailed on the Order;

“Goods Specification”: the specification for the Goods that is set out in the Order, agreed by the Seller and the Buyer or provided by the Seller to the Buyer on the Buyer’s request, as the case may be;

“Intellectual Property Rights”: all rights in the nature of patents, designs, copyright, trade marks, rights in databases and utility models and all other rights of a similar nature (whether registered or unregistered and whether capable of registration or not) in the Goods;

“Minicam”: Minicam Limited (company number 3728693) whose registered office address is Unit 4 Yew Tree Way, Stonecross Park, Golborne, Warrington WA3 3JD;

“Order”: Customer’s order for the supply of the Goods and/or Services, as set out in in the Customer’s purchase order form, the Customer’s written acceptance of Minicam’s quotation or the Customer’s written acceptance of Minicam’s quotation, as the case may be;

“Price”: the price detailed on the Order or Minicam’s quote, as applicable, for the Goods and/or Services to be purchased by Customer or, if no price is detailed on the Order, Minicam’s standard price for the Goods and/or Services in each case as may be varied in accordance with clause 5.6;

“Services”: the services detailed on the Order;

“Services Specification”: the specification for the Services that is set out in the Order agreed by the Seller and the Buyer or provided by the Seller to the Buyer on the Buyer’s request, as the case may be;

“Vehicle”: the Customer’s vehicle specified in the Order in respect of which the Goods are to be supplied or the Services performed; and

“Working Day”: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

1.2 In these Terms of Sale except where the context requires otherwise:

1.2.1 words imparting the singular shall include the plural and vice versa, words imparting a gender include every gender and references to persons include an individual, company, corporation, firm or partnership;

1.2.2 headings are included for ease of reference and shall not affect interpretation;

1.2.3 references to any statute, statutory instrument or statutory provision shall include: any subordinate legislation made under it; any provision which it has modified or re-enacted (whether with or without modification); and any provision which subsequently supersedes it or re-enacts it (whether with or without modification); and

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

2. Basis of contract

2.1 These Terms of Sale apply to all contracts for the sale of goods or services entered into by Minicam. By placing an Order Customer agrees to deal with Minicam on these Terms of Sale to the exclusion of all other terms, conditions, warranties or representations (unless given fraudulently or specified in the Order signed by an authorised representative of each party) including, without limitation, any terms and conditions appearing on Customer’s purchase order or implied by trade or a course of dealing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document that is inconsistent with these Terms of Sale.

2.2 Each Order contains all the terms agreed by Customer and Minicam in relation to its subject matter and supersedes all prior agreements, understandings and arrangements whether oral, in writing or arising from a course of dealing.

2.3 All quotations are subject to alteration after the date of issue to reflect Minicam’s then standard prices. A quotation does not constitute an offer to sell the specified Goods or Services but is merely an invitation for Customer to place an Order subject to these Terms of Sale. A quotation shall only be valid for a period of 90 days from its date of issue or such other period as is stated on the quotation by Minicam.

2.4 Minicam may accept or reject Orders in our discretion. No Order shall be deemed accepted and/or binding on Minicam until confirmed by us in writing. Written confirmation of Orders made by telephone should be clearly marked as such otherwise Customer will be responsible should Orders be duplicated.

2.5 If there is a conflict between these Terms of Sale and an Order, the terms of the Order shall take precedence but only to the extent that a term is unambiguously and expressly stated to vary these Terms of Sale.

2.6 Minicam may alter these Terms of Sale from time to time. Any change shall apply to all Orders placed after the date of the change. Customer is reminded of the need to periodically check these Terms of Sale for changes.

2.7 All samples, drawings, descriptive matter, specifications and advertising issued by us and any descriptions or illustrations contained on our website or in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them and they shall not form part of the Order.

2.8 Minicam may make such alterations to the specifications of the Goods as Minicam see fit from time to time without notice to Customer including to comply with safety, regulatory and other requirements.

2.9 Customer may not cancel or vary any Order which Mini- Cam has accepted orally or in writing without Mini- Cam’s express written consent. Minicam reserves the right to charge Customer reasonable cancellation charges and/or a restocking fee in the event of any such cancellation.

2.10 Each Order shall constitute a separate contract and our default in respect of any one Order shall not entitle Customer to treat any other Order as terminated.

3. Delivery of Goods

3.1 Unless otherwise specified in an Order, delivery of the Goods will be made ex works (INCOTERMS 2010) at the Delivery Address.

3.2 Minicam shall use reasonable endeavours to make the Goods available for collection by Customer on or before the estimated delivery date given in the Order. Delivery will be deemed to take place when the Goods are made available for collection at the Delivery Address. Customer shall collect (or procure the collection of) the Goods during Minicam’s business hours within three Working Days of Minicam notifying Customer the Goods are ready for collection. Any dates quoted for delivery are approximate only.

3.3 Where Minicam agrees in the Order to deliver the Goods, it shall use reasonable endeavours to deliver the Goods to the Delivery Address on or before the estimated delivery date given in the Order and delivery will be deemed to take place when the Goods are made available for unloading at the Delivery Address, such unloading being the responsibility of Customer. Any dates quoted for delivery are approximate only.

3.4 If Customer fails to collect the Goods (or to take delivery of the Goods, as applicable) in accordance with clause 3.2 or Minicam is unable to deliver the Goods because Customer has not provided adequate delivery instructions, documents, licences or authorisations:

3.4.1 risk of loss or damage to the Goods (howsoever caused) shall pass to Customer at the time collection (or delivery, as applicable) was due to take place;

3.4.2 Customer shall remain liable to pay the Price by the date specified in the Order or, if different, Minicam’s invoices; and

3.4.3 Customer shall reimburse Minicam for any re-delivery costs it incurs and the cost of storing and insuring the Goods pending redelivery.

3.5 Minicam may deliver the Goods to Customer in instalments in which case each instalment shall be treated as a separate contract and any default in respect of one instalment shall not entitle Customer to cancel the remainder of the relevant Order or any part of it.

4. Performance of Services

4.1 Minicam will use reasonable endeavours to perform the Services in accordance with the Services Specification and any timescales specified in the Order but time of performance shall not be of the essence.

4.2 Minicam will perform the Services with reasonable care and skill. Customer’s only remedy in respect of a breach of this clause 4.2 will be (at Minicam’s sole discretion):

4.2.1 re-performance of the affected Service; or

4.2.2 a refund of the proportion of the Price relating to the affected Services together with any other costs or expenses invoiced by Minicam in respect of those Services under clause 5.

4.3 Where Minicam is providing repair services, if such Services are needed due to failure of parts that are not original to Goods previously provided by Minicam or due to damage to the Goods caused by abuse, misuse or any external cause, Minicam reserves the right to return the Goods to Customer without servicing them, and may charge Customer a diagnostic fee, as notified from time to time. Minicam will not be responsible for any damage to the Goods that occurs during the repair process that is a result of any unauthorised modifications or repairs or replacements not performed by Minicam.

4.4 Minicam shall, at its sole discretion, inspect the Vehicle prior to providing any Services. If upon inspection of the Vehicle Minicam identifies any defects and/or damage, Minicam shall notify the Customer and provide photographic evidence of such defects and/or damage (the “Schedule of Condition”). Minicam is not responsible for the repair of any defects and/or damage identified in the Schedule of Condition.

4.5 Minicam shall notify the Customer of any damage caused to the Vehicle in the course of providing the Services and shall make good any such damage prior to delivery of the Vehicle to the Customer. The terms set out in this condition shall be the Buyer’s only remedy in relation to any damage to the Vehicle caused by Minicam.

4.6 If the Vehicle is not made available by the Customer on the date specified in the Order, the parties shall agree a new date in writing for completion of the installation of Goods.

4.7 Minicam reserves the right to amend the Goods Specification and/or Services Specification at its discretion:

a) from time to time provided that any such change does not materially detract from the functionality or performance of the Goods or Services in question; and

b) in the event the vehicle delivered to the Seller by (or on behalf of) the Buyer in respect of which the Goods or Services are to be provided differs in any way from the specification of the Vehicle.

4.8 Customer shall:

4.8.1 ensure that the terms of the Order and (if submitted by Customer) any specifications are complete and accurate;

4.8.2 co-operate with Minicam in all matters relating to the Services;

4.8.3 prepare and provide Minicam with access to Customer’s property and facilities reasonably required by Minicam for the purpose of providing the Services;

4.8.4 where the Services are performed other than at Minicam’s principal place of business, provide (or shall procure that Minicam are provided with) any power, telecommunication and other supplies as appropriate as may be required by Minicam to provide the Services at the Delivery Address;

4.8.5 provide such information to Minicam as Minicam may reasonably request for the purpose of providing the Services and ensure that such information is accurate in all material respects;

4.8.6 ensure that any data or information stored on a device, equipment or software that may be affected by the Goods or Services is properly backed up and notify Minicam if it thinks any data or information may be affected by the works; and

4.8.7 comply with all applicable law with respect to its activities under the Order.

4.9 If Minicam’s performance of any of its obligations under these Terms of Sale is prevented or delayed by any act or omission of Customer or failure by Customer to perform any relevant obligation (“Customer Default”);

4.9.1 Minicam shall without limiting its other rights or remedies have the right to suspend provision of the Goods and/or performance of the Services until Customer remedies the Customer Default;

4.9.2 Minicam shall not be liable for any losses sustained or incurred by Customer arising directly or indirectly from Minicam’s failure or delay to perform any of its obligations as set out in this clause 4.9.2; and

4.9.3 Customer shall reimburse Minicam on demand for any losses sustained or incurred by Minicam arising directly or indirectly from the Customer Default.

4.10 The terms implied by section 3 to 5 of the Supply of Goods and Services Act 1982 are, to the extent permitted by law, excluded from these Terms of Sale.

5. Price & Payment

5.1 Minicam may invoice Customer for the Price on or before the date of the delivery of the Goods and/or the performance of the Services.

5.2 Minicam reserves the right, by giving notice to the Buyer at any time before delivery of the Goods or performance of the Services, to increase the Price to reflect any increase in the cost of the Goods or provision of the Services that is due to:

5.2.1 any request by the Buyer to change the delivery dates, quantities or types of Goods ordered, or the Goods Specification;

5.2.2 additional Services being required as a result of any act or omission of the Buyer including a failure to ensure the Vehicle in which the Goods are to be installed: is in an appropriate and satisfactory condition; or corresponds with the make and model specified in the Order;

5.2.3 any delay caused by any instructions of the Buyer or failure of the Buyer to give Minicam adequate or accurate information or instructions; or

5.2.4 additional Goods / Services are required to complete the Order.

5.3 Customer shall pay each invoice in the currency detailed in the Order, in full and cleared funds, without set off or deduction by such method and to such bank account as Minicam may reasonably require on or before delivery, or where Minicam has approved Customer for a credit account, within 30 days of the date of invoice or such other period as is specified on the invoice or otherwise agreed in writing.

5.4 Unless otherwise specified on the Order, the Price is exclusive of any costs associated with the delivery of the Goods (including packaging, insurance and, as applicable, transport), which Minicam shall charge and Customer shall pay, in addition to the Price. Mini- Cam shall confirm such delivery costs when it confirms the Order.

5.5 The Price and delivery costs are exclusive of all sales, taxes (including Value Added Tax), custom duties, clearance charges, levies, assessments and other fees of any kind imposed by any governmental or other authority in respect of the purchase, importation, sale, lease or other distribution of the Goods. Customer shall be responsible for the collection, remittance and payment of such amounts.

5.6 Minicam shall be entitled to increase the Price to reflect any increase in the cost to Minicam of providing the Goods and/or Services which is due to circumstances beyond its reasonable control and/or any change in delivery dates, Delivery Address, quantities or specifications for the Goods and/or Services which are requested by Customer (and agreed to by Minicam) or any delay caused by any instructions or information (or lack thereof) provided by Customer.

5.7 If Customer fails to pay any invoice in full and cleared funds by the applicable due date without prejudice to our other rights and remedies, Minicam shall be entitled to:

5.7.1 cancel or suspend any further delivery to Customer under any Order; and

5.7.2 charge Customer interest on all amounts outstanding at the rate of 5% above the official dealing rate of the Bank of England in force from time to time from the date the payment became due until actual payment is made, together with Minicam’s reasonable costs and expenses of recovering such overdue payment; and

5.7.3 to sue for all amounts outstanding from Customer; and

5.7.4 a lien and power of sale over any of Customer’s property in Minicam’s possession for the Price and any other costs and expenses due and payable in respect of any Order placed under these Terms of Sale or in connection with them. If any such sums remain unpaid (in full or in part) more than 45 days after it becomes due, Minicam is entitled to: retain Customer’s property in its possession until full payment is made; and dispose of Customer’s property in such manner and at such price as Minicam thinks fit on the expiry of 21 days’ notice to Customer. Minicam will apply the proceeds of any disposal under this clause in the following order;

(a) payment of disposal costs;

(b) payment of the Price and any other costs and expenses due in respect of any Order placed under these Terms of Sale; and

(c) payment of any remainder to Customer.

6. Risk and Title

6.1 The risk of loss or damage to the Goods will pass to Customer when the Goods are made available for collection at the Delivery Address or, where Minicam agrees in the Order to deliver the Goods, upon delivery.

6.2 Title (i.e. ownership) to the Goods will pass to Customer when Minicam receives payment of the Price and all other sums due to Minicam under any other orders or agreements in full and cleared funds. Minicam shall be entitled to recover payment for the Goods even when it still owns the Goods.

6.3 Until title to the Goods passes to Customer:

6.3.1 Customer shall hold the Goods as Minicam’s fiduciary agent and bailee and shall keep them properly stored, insured and marked as Minicam’s property;

6.3.2 Customer shall not use the Goods (or any of them) as security for any mortgage, debt or charge, or otherwise encumber them, and shall immediately notify Minicam if it becomes subject to any of the events listed in clause 11.1.2;

6.3.3 Customer may sell or use the Goods at its own risk in the ordinary course of its business and in its own capacity;

6.3.4 providing that the Goods are still in existence and have not been re-sold or incorporated into other goods, Minicam shall be entitled to require Customer to return the Goods and, if Customer fails to do so, to enter upon the premises where the Goods are kept to re-possess the same. Customer shall reimburse Minicam in respect any costs, expenses and third party liability that Minicam may suffer or incur in connection with any such re-possession or attempted re-possession of the Goods.

7. Warranty

7.1 Subject to clause 7.2, Minicam warrants that all Goods supplied to Customer (with the exception of Goods which constitute spare parts which Minicam shall warrant at its sole discretion and subject to clause 7.2.1) shall conform in all material respects with any advertised technical specification for the Goods or any instructions included with the Goods and will be free from major defects in material and workmanship for a period of 12 months following delivery.

7.2 Minicam shall have no liability to Customer for any claim under clause 7:

7.2.1 to the extent that any defects are attributable to fair wear and tear, wilful damage, misuse, improper storage or handling, inadequate maintenance, negligence, abnormal working conditions, the use of the Goods in combination with other products, accidental damage, external causes (including lightning, fire or frost), failure to follow our reasonable instructions (whether oral or in writing) or alteration or repair of the Goods without our prior approval;

7.2.2 if Customer makes further use of the Goods after giving notice in accordance with clause 8.1;

7.2.3 if the defect arises as a result of Minicam following any drawing, design or specification supplied by Customer;

7.2.4 if Customer alters or repairs Goods without the written consent of Minicam;

7.2.5 if the Price for the affected Goods has not been paid by the due date for payment;

7.2.6 for parts, supplies or equipment not manufactured or supplied by us; or

7.2.7 in respect of any alteration which Minicam makes to the Goods which prevents Customer from using such altered Goods for a purpose not in the specification for the Goods or which the Goods were not designed for.

7.3 If any of the Goods shall prove to be defective such defects shall not entitle Customer to refuse delivery of, or payment for, the remainder of the Goods.

7.4 The Customer acknowledges that where the Goods supplied by Minicam under these Terms of Sale is a vehicle, such vehicle is excluded from the warranty provided under clause 7.1. The only warranty which may apply to the vehicle provided by Minicam shall be the vehicle manufacturer’s warranty, if applicable, and Minicam shall have no liability in respect to the vehicle’s condition, quality, design and, or, fitness for purpose.

7.5 These Terms of Sale shall apply to any replacement Goods supplied by Minicam, save that clause 7.1 shall only apply to such replacement Goods for the unexpired balance of the warranty period of the original Goods.

8. Acceptance & Inspection

8.1 Customer shall inspect the Goods and Vehicle on delivery. The Goods and Vehicle shall be deemed to have been delivered in accordance with the despatch note undamaged, in good order, repair and condition without any shortage and to Customer’s satisfaction unless Minicam receives written notice to the contrary (and for this purpose a comment on the delivery note or associated paperwork) as follows giving full particulars of the claim (e.g. the nature of the defect or damage and the number of Goods affected):

8.1.1 in the case of any defect or damage to the Goods or Vehicle which would have been apparent on reasonable inspection by Customer, any shortage in delivery or any non-delivery, written notice must be given within three days of the date of delivery (or in the case of non-delivery, of the delivery due date notified to Customer by Minicam); and

8.1.2 in the case of any latent defects in the Goods arising during the warranty period described in clause 7.1 written notice must be given promptly upon discovery of the defect and in any event within five days of its discovery.

8.2 Subject to clause 10.3 Minicam shall have no liability to Customer for any shortage, non-delivery or obvious or latent defect in the Goods or Vehicle if Customer does not provide written notice in accordance with clause 8.1.

8.3 Customer’s only remedy in respect of any claim under clause 7.1 and 8.1 will be (at our sole discretion):

8.3.1 repair or replacement of the defective Goods or, in the case of the Vehicle, making good any damage for which Minicam is responsible in accordance with clause 4.5; or

8.3.2 a refund of the proportion of the Price relating to the shortage or defective Goods. Any replacement goods shall be as nearly as possible identical with the Goods being replaced and if not shall be at least of equal quality.

8.4 Goods cannot be returned without Minicam’s prior agreement and returned Goods must always be accompanied by a packing note stating Minicam’s delivery note number.

8.5 Customer shall be responsible for the costs of carriage and insurance for returning Goods to Minicam for repair and subsequent redelivery to Customer.

8.6 Customer shall be responsible for the cost of carrying out repairs at Customer’s premises or where the deficiency is found by Minicam to be due to incorrect or negligent use or operation of the Goods.

8.7 Minicam’s compliance with this clause 8 shall be deemed to satisfy any claim in damages or otherwise in respect of shortage of Goods or lack of conformity of the Goods or Services with these Terms of Sale.

9. Intellectual Property

9.1 All Intellectual Property Rights in the Goods and in or arising from the performance of any Services shall vest in Minicam (save to the extent that any Intellectual Property Right in any component contained in the Goods or Services would otherwise vest in a third party).

9.2 Minicam is entitled to inform third parties that it provides, or has provided, the Goods and/or Services to Customer. For this sole purpose, Customer grants Minicam a licence to use its corporate name and any logo.

9.3 Nothing in these Terms of Sale will be construed as any representation or warranty by Minicam that the design, manufacture, use or sale of the Goods or Services will not infringe any third party intellectual property rights.

10. Liability & Insurance

10.1 Subject to clause 10.3, Minicam’s total aggregate liability for all claims arising out of or in respect of each Order (whether in contract, strict liability, tort (including, without limit, negligence), misrepresentation or any other matter for which Min-Cam is liable) shall not exceed the Price paid or payable under such Order.

10.2 Subject to clause 10.3, Minicam shall in no circumstance be liable to Customer for any:

10.2.1 loss of profits;

10.2.2 loss or depletion of goodwill;

10.2.3 loss of anticipated savings, business opportunity, data or use of data;

10.2.4 product recall costs;

10.2.5 injury to reputation;

10.2.6 third party losses; or

10.2.7 indirect, consequential or special loss or damage regardless of the form of action, whether in contract (including repudiatory breach of contract), strict liability, tort (including, without limit, negligence) or misrepresentation and regardless of whether Minicam knew or had reason to know of the possibility of the loss, injury or damages in question, and shall not be liable for any other damages except as provided in these Terms of Sale.

10.3 Nothing in these Terms of Sale shall limit Minicam’s liability to Customer for:

10.3.1 death or personal injury caused by our negligence, or that of our employees, agents or subcontractors;

10.3.2 fraud or fraudulent misrepresentation;

10.3.3 damage (if any) for which either party is liable under Part 1 of the Consumer Protection Act 1987; or

10.3.4 any other liability the exclusion or limitation of which is not permitted by English law.

10.4 Save as otherwise provided in these Terms of Sale, all warranties, conditions, guarantees or representations, whether express or implied, oral or in writing (including as to the Goods’ merchantability or fitness for a particular purpose) are excluded to the fullest extent permitted by law.

11. Termination

11.1 Minicam shall be entitled to terminate an Order if:

11.1.1 Customer commits an irremediable breach of these Terms of Sale or the Order, persistently repeat a remediable breach or commits any remediable breach and fails to remedy it within 30 days of receipt of the notice of the breach requiring remedy of the same;

11.1.2 Customer makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any similar process or event whether in the United Kingdom or otherwise;

11.1.3 Customer ceases or threaten to cease to carry on business; or

11.1.4 Minicam reasonably apprehends that any of the aforementioned events is about to occur in relation to Customer and notify Customer accordingly.

11.2 If Minicam becomes aware following acceptance of an Order, of circumstances which bring the creditworthiness of Customer into doubt, or if the agreed payment terms are not observed, Minicam is entitled, at its absolute discretion, to consider all outstanding claims against Customer as due for payment immediately or to require the lodging of the appropriate securities or to withdraw from the Order.

11.3 If Minicam is entitled to terminate an Order all outstanding elements of the Price shall become immediately due and payable. The termination of an Order shall be without prejudice to Minicam’s rights and obligations accrued at the date of termination.

11.4 Minicam also reserves the right to suspend supply of Goods and/or performance of the Services if it has right to terminate an Order under this clause.

12. Anti-Bribery clause

12.1 Customers will comply with all applicable laws, regulations, codes and sanctions relating to antibribery and anti-corruption including but not limited to:

12.1.1 Local and national laws in the territories in which it operates

12.1.2 The UK Bribery Act 2010

12.1.3 The US Foreign Corrupt Practices Act 1977

12.1.4 The UN Convention Against Corruption

12.1.5 The Halma plc Group Code of Conduct relating to bribery and corruption which may be found on the Halma website (www.halma.com)

12.2 Customers will:

12.2.1 Have in place their own policies and procedures to ensure compliance with this Clause

12.2.2 Ensure that all parties with which it is associated, or who are providing goods or services in connection, with the Order are aware of, and comply with, the requirements of this Clause

12.2.3 Immediately informs Minicam if it suspects or becomes aware of any breach of this Clause by one of its employees, subcontractors, agents, consultants or other intermediaries, and provide detailed information about the breach.

12.3 The Customer will indemnify, keep indemnified and hold harmless (on a full indemnity basis) Minicam against all costs, expenses and losses that Minicam incurs or suffers as a result of any breach by the Customer of any of its obligations under this Clause. This indemnity will not apply to any fine levied on Minicam as a result of Minicam’s criminal liability

12.4 If the Customer breaches this Clause Minicam shall have the right to terminate the Order and any contract governed by these terms without notice and with immediate effect and will be in no way liable to the Customer in respect of such termination for payment of damages or any other form of compensation.

13. Notices

13.1 Any notice given to a party under or in connection with these Terms of Sale shall be in writing and shall be delivered: (i) by hand or by pre-paid first-class post or by a signed-for next Working Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (ii) by e-mail to the email address specified on the Order or otherwise notified to a party from time to time.

13.2 Any notice shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt or, if not signed for, at the time the notice is left at the correct address; (ii) if sent by pre-paid first-class post, at 09:00 on the second Working Day after posting; (iii) if sent by a signed-for next Working Day delivery service, at the time recorded by the delivery service; and (iv) if sent by e-mail at 9.00 on the next Working Day after transmission provided the sender does not receive an error message or out of office message in response to such e-mail.

13.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14. General

14.1 Minicam shall not be liable for failure or delay in performing its obligations under these Terms of Sale or an Order caused by a circumstance or event beyond its reasonable control including, without limit, strikes or industrial disputes (whether involving Minicam’s workforce or that of a third party), shortages of or inadequate sources of raw materials, component parts or essential utilities. In case of any shortages of raw materials or component parts Minicam reserve the right to apportion Goods on an equitable basis in Minicam’s sole discretion.

14.2 Customer may not transfer, assign or otherwise part with its rights under these Terms of Sale or an Order, whether in whole or in part, without Minicam’s prior written consent. Minicam shall be permitted to sub-contract any of its obligations provided that Minicam shall remain liable to Customer in respect of those obligations.

14.3 Neither party’s failure to enforce or rely on or delay in enforcing or relying on any right that it may have under these Terms of Sale will prevent that party from later enforcing or relying upon that or any other right.

14.4 Nothing in these Terms of Sale is intended to, or shall be deemed to, establish any partnership or joint venture between Minicam or Customer, constitute either party the agent of the other party or authorise either party to make or enter into any commitments for or on behalf of the other party.

14.5 If any provision of these Terms of Sale is found by any court or administrative body of competent jurisdiction to be unenforceable it shall be excluded from these Terms of Sale and the remaining provisions shall continue in full force and effect.

14.6 Nothing in these Terms of Sale shall confer any right upon any person who is not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.7 These Terms of Sale and each Order (and any associated non-contractual claims or disputes) shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to the Order.

Minicam Limited Terms of Sale Version 2: October 2018

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