terms & conditions

1  DEFINITIONS

1.1 In these Conditions:

“Agreement” means the agreement between you and us for the supply of the Goods(s) and/or Services to you, which incorporates these Conditions.

“Carrier” means the agent or the carrier designated by you, or if none, the agent or the carrier chosen by us on your behalf who will accept delivery of the Goods on your behalf and transport the same to you.

“Change Order” means any change to the Agreement that has been approved in writing by you and us.

“Conditions” means the terms and conditions set out in this document.

Data” means any personal data (as defined in the Data Protection Legislation) provided or made available to you by us.

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including (without limitation) imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts, non-performance by suppliers or subcontractors (other than by its own Group Companies) and interruption or failure of utility service.

“Goods(s)” means any deliverable goods, products, items, parts, components, or materials agreed in the Agreement to be installed by us or supplied to you by us (including any part or parts of them).

Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Price” means the price payable for the Goods and/or Services as set out in the Agreement.

Relevant Law(s)” means any statute, enactment, ordinance, order, regulation, guidance or other similar instrument in any jurisdiction, including any jurisdiction from which the Goods and/or Services are provided or in which any Goods and/or Services are received (or both), which relate to the performance of this Agreement.

“Services” means any services (including without limitation any installation, maintenance and repair) agreed in the Agreement to be provided to you by us (including any part or parts of them).

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

“us” or “we” or “our” or “our company” means Smart Electronic Technologies Limited trading as Energy Efficient Solutions Group or Energy Saving Lighting.

“you” or “your” means the person(s), firm, company or corporation who purchases the Goods and/or Services from us.

“your Property” means any property including any equipment and tooling issued free of charge provided or made available by you to us for the purpose of our supply of the Goods or our performance of any Services.

1.2 References to any statute, enactment, order, regulation or other legislation, rule, guidance or similar instrument is a reference to it as in force from time to time taking into account any amendment or re-enactment and shall include any subordinate legislation made under it.

1.3 Headings are for reference only and shall not affect the interpretation of these

1.4 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5 In the event of a conflict between the commercial terms of an order and these Conditions, the following order of precedence shall apply: first the commercial terms set out in the accepted order shall take precedence and then the terms in these

2   QUOTATIONS, ORDER AND CONDITIONS

2.1 Any quotation provided by us shall be valid for thirty (30) days only, or such other time as we may specify in writing. Any quotation provided by us is not an offer and may be withdrawn or modified at any time.

2.2 We reserve the right to subcontract services and where the quotation includes an estimate or reserve in respect of the costs of a subcontractor such estimate or reserve whilst given in good faith is subject to formal confirmation and will not be binding upon us unless and until ratified by the subcontractor.

2.3 You shall ensure that the terms of your order or request are complete and

2.4 We may in our sole discretion decline any offer or purchase order placed by you. Where we are able to accept your order, we will confirm the same to you, always on the condition that the order is subject to these Conditions unless otherwise agreed in writing by the parties.

2.5 No change or modification of the Agreement by you shall be allowed after acceptance by us, unless authorised by a Change Order that has been delivered by you and accepted in writing by us.

2.6 If there is any conflict between our quotation and our acknowledgment of your order, then the latter shall take

2.7 These Conditions apply to the Agreement to the exclusion of any additional or different terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No written or printed terms inconsistent or additional to these Conditions shall be binding upon us unless agreed in writing by one of our authorised officials.

3  PROVISION OF GOODS AND SERVICES

3.1 The description, part numbers and/or specification of the Goods and/or Services shall be set out in our quotation or in our acknowledgement of the order. All drawings, descriptions, weights, dimensions and advertising issued by us (for example, in our catalogues or price lists) are issued to provide an approximate idea of the Goods and Services described in them and do not form part of the Agreement unless expressly stated in the Agreement or otherwise agreed to in writing by us.

3.2 We warrant that the Goods furnished hereunder shall be free from defects in material and workmanship for a period of 10 years (unless some other period is otherwise agreed in writing between the parties) and that Services shall be performed with reasonable skill and care.

3.3 In the event that you believe we have breached the warranty set out above, you shall submit to us reasonable written details establishing the reasons you believe the warranty to have been breached, for our consideration. Unless agreed otherwise by us in writing, our liability:

(i)  for failure of any Goods to comply with the foregoing shall be limited to replacing or repairing the Goods or parts of the Goods found to be defective. Such Goods, or parts, will be repaired or replaced, without charge, and re-warranted for the remainder of the original warranty period. Should you need to return the Goods to us in accordance with this Condition 3.3, we shall pay all reasonable return packaging and transportation costs.

(ii) for failure of any Service to comply with the foregoing shall be limited to us remedying the non-compliance, at no additional cost to you, provided that we have received the aforementioned written details.

3.4 Our performance of one of the options set out in Condition 3.3 shall constitute an entire discharge of our liability for breach of the warranty at Condition 3.2.

3.5 Minor deviations from specifications which do not affect performance of the Goods or Services shall not be deemed to constitute defects in materials or workmanship or a failure to comply with the specifications referred to herein.

3.6 We shall not be liable for a breach of the warranty at Condition 2 in any of the following circumstances:

(i) the Goods or parts thereof have been modified, altered, installed, used or serviced other than in conformity with our applicable specifications, manuals, bulletins or written instructions, or have been subjected to improper installation, misuse or neglect; and/or

(ii) the Goods have not been maintained and operated in accordance with our instructions; and/or

(iii) normal wear and tear, wilful or accidental damage, harsh environment or experimental running; and/or

(iv) the Goods or parts thereof have been furnished to your specifications (rather than ours); and/or

(v) the Goods are expendable in nature; and/or

(vi) the Goods have a stated shelf life or “use by” date and such shelf life has expired or “use by” date has passed; and/or

(vii) you fail to afford us a reasonable opportunity to inspect the Goods or Services; and/or

(viii) the price for the Goods or Services, or any other goods or services supplied by us, has not been received when due; and/or

(ix) the Services have been performed in accordance with your specifications and instructions (rather than ours).

3.7 We are not liable for the removal of Goods from, or installation of Goods into, any other property to which you may attach them or incorporate them.

3.8 For Goods that are returned under warranty and are tested and no fault found, we will be entitled to reimbursement from you for reasonable charges incurred for transportation, testing and evaluation.

3.9 Where we have replaced Goods pursuant to Condition 3.3(i), if requested by us and where it is reasonable to do so, you shall return to us, or such person nominated by us, carriage paid by you, within a period to be agreed, the original Goods and any materials upon which Services have been performed, correctly identified and packed for inspection, examination and testing. We shall reimburse your reasonable return packaging and transportation costs provided we have agreed that you have a valid warranty claim. The legal title to the replaced Goods shall re-vest in us.

3.10 In relation to any software that may be incorporated into the Goods, we give no warranty that:

(i) the functions of the software will meet your requirements or will enable you to attain the objectives you have set for yourself;

(ii) the software will operate in the combination or environment selected for use by you; or

(iii) the operation of the software will be uninterrupted or free of errors. You shall be solely responsible for the results produced by the software and ensuring that the results comply with your specified requirements.

3.11 Other than as set out in Condition 3.2, to the extent permitted by law, all warranties, conditions, terms, express or implied, including warranties of merchantability or satisfactory quality or fitness for a particular purpose are excluded from the

4  DELIVERY, ACCEPTANCE, RISK AND TITLE

4.1 Delivery dates for the supply of the Goods and Services are estimates only and time is not of the We will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods and/or Services nor will any delay entitle you to terminate or rescind the Agreement.

4.2 You shall promptly notify the Carrier of any damage to, loss from or non-receipt of any Goods if transportation has been arranged by you or on your behalf. We shall not be liable for any such damage, loss or non-receipt.

4.3 We may, at our option, make partial shipments of the Goods and invoice you for each shipment. Failure by us to deliver any one or more of the shipments in accordance with these Conditions or any claim by you in respect of any one or more shipments shall not entitle you to terminate the whole Agreement or refuse to accept subsequent shipments. You shall accept any early

4.4 You shall be responsible for checking, commenting on and providing feedback to us on all drawings and/or documentation supplied by us to you, in order to confirm that they are accurate, free from error and they meet your We agree to remedy any inaccuracies/errors in such documentation provided that you have notified us of the inaccuracies/errors within the timescales set out in the Agreement. If no timescales are set out in the Agreement, you must have supplied this feedback within thirty (30) days of receipt of the relevant document(s). Beyond such period, you acknowledge that any delay by you to comply with this obligation may lead to us extending any delivery dates for the Goods and/or Services.

4.5 Full legal, beneficial and equitable title to the Goods shall remain vested in us (even though they have been delivered and risk has passed to you) until we give written notice to you to pass legal and beneficial ownership of the Goods to you or, if earlier, when payment in full, in cash or cleared funds, for all the Goods has been received by us.

4.6 Until full legal, beneficial and equitable title to and property in the Goods passes to you, we may on demand and without pri or notice, repossess and resell the Goods if any of the events specified in Condition 9.2 occurs or if any sum due to us from you is not paid when due.

4.7 Our rights and remedies set forth herein are in addition to and shall not in any way prejudice, limit or restrict any of our other rights or remedies under the Agreement or in law or We shall be entitled to maintain an action against you for the price of the Goods notwithstanding that legal, equitable and beneficial title to and property in the Goods has not passed to you.

5  USE OF YOUR PREMISES

5.1 In the event that, as part of the Services, we will be working at a site designated by you; specific conditions for the provision of such Services shall be agreed by the parties provided always that:

(i) we will adhere to our relevant Health & Safety Policy;

(ii) you shall have sole responsibility for the preparation of the site, subject to our approval as to its suitability;

(iii) you will supply our employees, agents and subcontractors with safe access and provision of safe systems as would ordinarily be required for undertaking such Services;

(iv) you shall supply our employees, agents and subcontractors with the required site access, adequate power, lighting, heating, facilities, supplies, amenities, utilities as we shall reasonably require to provide the Services, and act always in accordance with the requirements of Relevant Laws; and

(v) should you have additional requirements, including compliance to health, safety and security policies, safety equipment training over and above our Health & Safety Policy, such requirements shall be provided to us at the point of order, for our review and agreement, and will be provided at your cost.

6 PRICE AND PAYMENT

6.1 We reserve the right to adjust prices where necessary before your order or request is We shall not normally perform Services until there is an Agreement under which you have confirmed your agreement to the estimated price.

6.2 We reserve the right, by giving notice to you at any time before delivery, to increase the Price to reflect:

(i) any change in the quantities of the Goods requested by you; and/or

(ii) any change in the delivery dates of the Goods and/or Services requested by you which results in a change in price; and/or

(iii) any delay or cost caused by any of your instructions or failure by you to give us adequate information or instructions.

6.3 Unless otherwise agreed in writing, the Price shall be exclusive of any taxes (including sales tax) or levies and you will pay all costs and charges in relation to packaging (other than standard packaging), loading, unloading, carriage, freight and insurance, together with export and/or import charges or duties, where appropriate.

6.4 Unless agreed otherwise by us in writing or expressly stated in the Agreement, payment of the Price, and other charges, is due within thirty (30) days after the date of our With regard to Solar PV orders, due to the high capital value, invoices will be raised in the following way. 40% on receipt of order, 30% after commencement, 30% on completion. We may issue a separate invoice for each Agreement or for each shipment (if more than one) under an Agreement. You shall pay the amount stated in our invoice in the currency required by the invoice in immediately available funds, without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise. Payment must be made to the account stated on the invoice. Time of payment is of the essence.

6.5 In the event that we have reasonable concerns that you will be unable to pay fees due, or that will become due, in respect of the Goods and/or Services, we reserve the right to revise payment terms and to request guarantees, security, stage payments or cash in advance for the Goods and/or Services. We may, at our discretion, refuse or limit deferred payment terms to you.

6.6 We may agree to accept payment for the Goods and/or Services by credit card provided that you shall pay, in addition to the Price, any charge levied by the credit card company in respect of such transaction.

6.7 Notwithstanding any other provision, all payments payable to us under the Agreement shall become due immediately upon termination of the Agreement for whatever reason.

6.8 If any sum owed by you under the Agreement is not paid to us on or before the due date for payment, then all sums that you owe to us under the Agreement shall become due and payable immediately and, without prejudice to any other right or remedy available to us, we shall be entitled to:

(i) cancel or suspend performance of the Agreement or any other contract or order placed with us including suspending deliveries of the Goods, Services and/or any other goods until arrangements as to payment or credit have been established which are satisfactory to us; and/or

(ii) require you to pay for the Goods and/or Services prior to us starting work; and/or

(iii) charge you interest calculated on a daily basis on all overdue amounts (both before and after judgment) until actual payment, at the rate of five per cent (5%) per annum above the Barclays Bank Plc base rate from time to time, until payment is made in full.

7 INTELLECTUAL PROPERTY RIGHTS

7.1 Any Intellectual Property Rights in the Goods and/or Services, in any tools, designs, drawings, specifications and/or production data owned by us or created by us in the course of the performance of the Agreement, or otherwise used in the manufacture of the Goods and/or the provision of the Services including, without limitation, any know how in the same, shall remain our property unless otherwise expressly agreed in writing by We grant, on full payment of the Price, the non-exclusive right for you to use, for the operation of the Goods or Services for their intended purpose only:

(i) any software supplied with, or embedded in, the Goods and Services; and

(ii) technical manuals and instructions relating to operation and maintenance of the Goods and Services.

7.2 You hereby grant to us a non-assignable, non-exclusive, royalty-free licence to use any Intellectual Property Rights owned by you to the extent necessary for us to supply the whole or any part of the Goods and/or Services in accordance with the

7.3 Except as expressly stated herein, nothing in the Agreement shall be deemed to have given you a licence or any other right to use any of our Intellectual Property Rights unless otherwise expressly agreed in writing by us.

8  LIMITATION OF LIABILITY AND INDEMNITY

8.1 These Conditions set out our entire liability (including any liability for the acts or omissions of our sub-contractors) in respect of the Goods and/or Services supplied by us and any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.

8.2 Nothing in this Agreement shall exclude or restrict either party’s liability for death or personal injury resulting from the negligence of that party or of its employees while acting in the course of their employment or shall exclude or restrict a party’s rights, remedies or liability under the law governing this Agreement in respect of any fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited as a matter of law.

8.3 Subject to Condition 2, we shall not be liable to you, whether in tort, contract or otherwise, for any anticipated or actual loss of profit (whether direct or indirect), loss of business, loss of opportunity, loss of goodwill, loss resulting from the use, application of or results obtained from any software incorporated into the Goods (whether direct or indirect), loss of data and/or any loss which is indirect, consequential or economic or which, whether or not in practice arises as a direct and natural result of a breach of this Agreement, was not at the time this Agreement was made a reasonably foreseeable result of such a breach.

8.4 Subject to Condition 8.2, our maximum aggregate liability for any loss or damage in respect of any claims arising out of this Agreement whether in contract, tort or otherwise shall not exceed the price paid for the Goods and/or Services that gave rise to the claim.

9 TERMINATION AND CONSEQUENCES OF TERMINATION

9.1 You may only cancel the Agreement (or any part of the Agreement) with our prior agreement in

9.2 Without affecting any other right or remedy available to us, we may, without liability to you, terminate the Agreement, in whole or in part, with immediate effect by giving written notice if;

(i) you breach a warranty of the Agreement or fail to perform any obligation or requirement of the Agreement and, if capable of remedy, fail to remedy such breach within 14 days of written notice; or

(ii) you fail to make a payment under this Agreement when due; or

(iii) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) have any partner to whom any of the foregoing apply; or

(iv) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with any of your creditors; or

(v) you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Act 1986; or

(vi) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up (being a company, limited liability partnership or partnership); or

(vii) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over you (being a company, partnership or limited liability partnership); or

(viii) the holder of a qualifying floating charge over your assets (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or

(ix) a person becomes entitled to appoint a receiver over all or any of your assets or a receiver is appointed over all or any of your assets; or

(x) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against the whole or any part of your assets and such attachment or process is not discharged within 14 days; or

(xi) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in Condition 9.2(iii) to (xi) (inclusive); or

(xii) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or

(xiii) you have a change of control within the meaning of section 1124 of the Corporation Tax Act 2010.

9.3 In the event of termination in accordance with Conditions 9.1 or 9.2 or Condition 13.3, you will be liable to pay us for amounts due under the Agreement in respect of Services already performed and/or Goods delivered up to the date of cancellation or termination and additional charges may apply, which charges may include, but are not limited to:

(i) any sums which have been paid by us, or become payable as a result of the cancellation or termination, to our subcontractors and supply chain to procure all or any part of the Goods or Services;

(ii) the cost of any work, materials and tooling incurred by us, including initial costs and preparatory expenses, used exclusively by us to supply the Goods and Services;

(iii) any non-recurring engineering and project investment costs not paid by you under the Agreement that we are unable to recover;

(v) the costs of settling and paying any losses, damages or claims that we suffer that arise out of the cancellation or termination of work; and

together, the “Termination Charges”.

9.4 You shall pay all Termination Charges within thirty (30) days of the date of demand. Unless otherwise agreed in writing, the Termination Charges shall be exclusive of any taxes (including sales tax) or levies.

9.5 The termination and/or expiry of the Agreement howsoever arising is without prejudice to the rights, duties and liabilities either you or we accrued prior to termination and/or expiry.

9.6 The rights to terminate set out in this Agreement are the only rights of termination and any common law rights to terminate shall be excluded.

9.7 The conditions which expressly or impliedly have effect after termination and/or expiry will continue to be enforceable notwithstanding termination and/or expiry.

10 ANTI CORRUPTION, ETHICS AND POLICIES

10.1 We and you each warrant that:

(i) we have put in place and shall maintain throughout the term of the Agreement all processes, procedures and compliance systems reasonably necessary to ensure that modern slavery and/or bribery and/or tax evasion do not occur in our business or down our supply chain by any other person associated with us (including our employees, agents and service providers); and

(ii) we will not and will procure that our directors, employees, agents, representatives, contractors and sub-contractors, and any other person associated with us or acting on our behalf, will not:

(a) offer, give or agree to give or receive, request or accept any financial or other advantage of any kind as an inducement or reward for doing or not doing any improper act or for the improper performance of any function associated with the Agreement or the Goods and/or Services; nor

(b) act in any way which would constitute an offence by us or would cause us to commit an offence under any anti-bribery legislation; nor

(c) employ any workers under the age of 15 or, in the countries subject to the developing country exception of the ILO Convention 138, employ any workers under the age of 14; nor

(d) breach applicable anti-slavery legislation, nor any applicable anti-corruption legislation; nor

(e) engage in any activity, practice or conduct which would constitute a tax evasion facilitation offence under Relevant

11 CONFIDENTIALITY

11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information of the other. For the purposes of this Agreement, confidential information means any information that is identified as confidential and/or would be regarded as confidential by a reasonable business person and includes without limitation information concerning the business, operations, affairs, customers, clients or suppliers, processes, product information, know-how, designs, trade secrets or software of the other party, or any information developed by the parties in the course of carrying out this Agreement.

11.2 Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers to the extent that they need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement, and provided that the party shall procure that that recipient is bound by equivalent obligations of confidentiality as those set out in this Agreement;

(ii) subject to Condition 11.4, as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority (including, for the avoidance of doubt, listing rules and stock exchange); and

(iii) with the prior written consent of the other party.

11.3 Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Condition 11.

11.4 If the receiving party is required to produce or disclose confidential information in accordance with Condition 2(ii) above, the receiving party shall, provided it is permitted by law, notify the disclosing party of the request in writing as soon as reasonably practicable, such that the disclosing party has the opportunity to seek a protective order or otherwise appear or intervene in any relevant litigation or legal proceeding for the purposes of protecting its confidential information.

11.5 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

12  DATA PROTECTION AND ELECTRONIC SECURITY

12.1 Each of us agrees to comply with the Data Protection

12.2 If you are granted access to any electronic system or electronic data (“our Systems”), you shall protect password(s) and other means of system or data access and comply with the terms of our policies regarding use of our You shall not access or use our Systems for any purpose other than for the performance of the Agreement. You will use reasonable endeavours including the use of latest commercially available anti-virus software to prevent the introduction of viruses, Trojan horses, worms, software bombs or similar items or computer programs into our Systems.

12.3 You shall immediately notify us in the event of any unauthorised use, to include but not be limited to suspected breach of data, unauthorised use of password(s) or data accessed from our Systems and shall take immediate action, as requested by us, to mitigate any potential harm, loss or damage to us.

12.4 Our Systems are provided on an “as is” and “as available” basis, and you expressly agree that we make no warranty, express or implied, as to reliability and availability of any of our systems.

12.5 You shall indemnify and hold us harmless from any liabilities, costs, losses, damages and expenses including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal fees, incurred or sustained by us which are caused by or arise as a result of a breach of Conditions 12.2 or 12.3.

13 FORCE MAJEURE

13.1 If a party is prevented, hindered or delayed in or from performing any of its obligations under an Agreement by a Force Majeure Event (the “Affected Party”), it shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

13.2 The Affected Party shall:

(i) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and

(ii) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

13.3 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 6 months, the party not affected by the Force Majeure Event may terminate this Agreement by giving at least 1 month’s written notice to the Affected Party.

13.4 For the avoidance of doubt, a Force Majeure Event shall not release you from your obligation to pay the Price of the Agreement when due.

14 GENERAL

14.1 Any notice to be given under the Agreement shall be in writing. Notices to be given to us shall be sent by post to Commercial Department, Smart Electronic Technologies Ltd, Unit 3, The Western Centre, Western Road, Bracknell, RG12 1RW, UK with a copy by email to info@eesgroup.co.uk and to our company representative that you deal Notice to be given to you shall be sent to the address set out in the Agreement.

14.2 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

14.3 Nothing in the Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.

14.4 This Agreement is intended to benefit and is binding on the successors and assigns of each We may at any time assign, sub-contract, mortgage, charge, declare a trust over or deal in any other manner with any or all of our rights under this Agreement. You shall not be entitled to assign, sub-contract, mortgage, charge, declare a trust over or deal in any other manner with any or all of your rights under this Agreement without our prior written consent.

14.5 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.6 If, for any reason, any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part- provision of this Agreement is deemed deleted under the previous sentence, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.7 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, course of dealing, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Issue: 1 July 2022

14.8 Each party agrees that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this

14.9 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

14.10 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14.11 This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.

14.12 No variation of this Agreement shall be effective unless it is in writing and signed by an authorised representative of each

14.13 No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Agreement or the relationship between the parties, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

15 GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non- contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

15.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or

 

Issue: 1 July 2022