Business Industrial Solution Ltd – General Terms of Purchase

1. General

1.1. The following general terms of purchase (hereinafter “GTP”) shall apply to all contracts that involve ordering goods or services by
Business Industrial Solutions Ltd., Ebbw Vale, Wales (hereinafter ” BIS Group”) from the contractual partner (hereinafter
“Supplier”).
1.2. These GTP shall apply exclusively and are incorporated into any purchase order placed by BIS Group with the Supplier (these GTP
and any purchase order entered into under these GTP, together, hereinafter an “Agreement”). Different, conflicting or
supplementary general terms and conditions and/or other limitations of the Supplier shall not be accepted by BIS Group, unless
BIS Group accepted them in individual cases, expressly and in writing, instead of these GTP.
1.3. Changes to the Agreement must be made in writing and signed by both parties to be effective.
1.4. These GTP shall also apply to future business between the Supplier and BIS Group in case of an ongoing business relation to the
extent that subsequent purchase orders do not cover the areas described in GTP.

2. Ordering and Orders

2.1. The Supplier acknowledges and agrees that any order placed by BIS Group with the Supplier shall be binding on the Supplier upon
the Supplier’s receipt of the order. Notwithstanding the foregoing, BIS Group shall be entitled to withdraw or amend any order for a
period of 10 working days from the date of the order.
2.2. In principle, orders shall be binding only if made in writing (which shall include email). Verbal orders or changes to an order shall be
binding only if confirmed by BIS Group in writing. This written form requirement may be waived only by written agreement.
2.3. Mere quote requests of BIS Group shall be subject to written confirmation from BIS Group and understood only as a request to the
Supplier to make an offer on his part.
2.4. If BIS Group informed the Supplier about the intended purpose of the delivery or service, the Supplier shall be obligated to inform
BIS Group promptly if the Supplier’s delivery or service is not suited to fulfil this intended purpose. In this case BIS Group shall be
entitled to withdraw from any or all existing purchase orders without liability of any kind on its part.
2.5. The Supplier shall conduct correspondence associated with an order only with the department of BIS Group that placed the order by
specifying the order number, order date and other purchase order indicators.
2.6. The Supplier shall bear its procurement risk for its deliveries and services unless otherwise agreed.

3. Prices

3.1. All prices are exclusive of amounts in respect of VAT. BIS Group shall, on receipt of a valid VAT invoice from the Supplier, pay to
the Supplier such additional amounts in respect of VAT as are chargeable on the supply of products or services.
3.2. If the Supplier reduces his list prices between the order and the delivery to BIS Group, BIS Group shall be entitled to request that
the price arranged between BIS Group and the Supplier be reduced by such difference.
3.3. In the absence of a written arrangement to the contrary, the price shall include delivery and transport to the shipping address
stated in the relevant purchase order (if no shipping address is stated: to BIS Group’s place of business) including packaging and
insurance. Upon request, the Supplier shall be obligated to take back the packaging material.
3.4. All invoices sent to BIS Group shall include the following details:
(a) the date of the invoice;
(b) a unique invoice number;
(c) the invoicing period to which the relevant charges relate;
(d) the reference number of the purchase order to which it relates (if any);
(e) where applicable, the dates between which the services which are the subject of each of the charges detailed on the invoice were
performed;
(f) a breakdown of the goods or services to which each of the charges detailed on the invoice relate;
(g) the methodology applied to calculate the charges.
(h) the total charges gross and net of any applicable deductions and, separately, the amount of any disbursements properly chargeable
to BIS Group in respect of the relevant invoicing period (if any), and, separately, any VAT payable in respect of the same;

4. Payment Terms

4.1. Unless expressly arranged otherwise in writing, the arranged prices shall be payable within 60 calendar days from the time the
invoiced delivery or the service is accepted unless agreed in writing.
4.2. For each individual order invoices shall correspond to the order in phrasing, sequence of the text and prices and include the
information stated in Item 3.4. Duplicates of invoices shall be labelled as such. Value added tax shall be shown separately in the
invoice.
4.3. If one of the items mentioned in Item 3.4 is missing in the invoices and this results in delayed processing, the payment periods
specified in Item 4.1 shall be extended by the duration of the delay.

5. Delivery Date and Delay in Delivery

5.1. Time shall be of the essence in respect of delivery dates (delivery times and deadlines) for the delivery of goods and/or
performance of services, as set out in the purchase order and/or otherwise agreed between BIS Group and the Supplier (“Delivery
Dates”).
5.2. If the Supplier fails to meet a Delivery Date, then BIS Group shall be entitled to liquidated damages in respect of the period
beginning on the Delivery Date and ending on:
(a) the date that the Supplier delivers the relevant goods and/or completes the relevant services, in each case, to BIS Group’s
satisfaction; or
(b) the date falling 90 calendar days after the Delivery Date, whichever is sooner, (“Liquidated Damages Period”).
5.3 Liquidated damages will accrue during the Liquidated Damages Period at a daily rate of 0.5% of the total purchase order price
(excluding VAT).
Business Industrial Solution Ltd – General Terms of Purchase
Business Industrial Solutions Waun-y-Pound Industrial Estate T:01495 300600
Limited Ebbw Vale, NP23 6PL Reg: 06541914 VAT No: GB137182276
5.4 Liquidated damages will be BIS Group’s sole financial remedy in respect of any loss suffered by BIS Group in respect of the
Liquidated Damages Period as a result of the Supplier’s failure to deliver the goods and/or perform the services by a Delivery Date
except:
(a) to the extent that the delay arises from the Supplier’s wilful default of the Agreement; or
(b) where BIS Group is entitled to terminate the relevant purchase order as a result of the Supplier’s material breach, or where BIS
Group accepts a repudiatory breach on the part of the Supplier.
5.5 Liquidated damages shall be a debt due from the Supplier to BIS Group. The parties agree that the liquidated damages as
calculated in accordance with this Item 5 are a fair and genuine pre-estimate of the loss that will be suffered by BIS Group if the
Supplier fails to deliver the goods and/or perform the services by a Delivery Date.
5.6 The Supplier shall not be liable to pay liquidated damages to the extent that failure to deliver the goods and/or perform the services
by a Delivery Date is caused directly by BIS Group’s breach of any of its obligations under the Agreement.
5.7 Nothing in this Item 5 shall restrict BIS Group’s right to terminate a purchase order or its right to injunctive relief.
5.8 Early deliveries shall be permissible only with written approval of BIS Group. If, in the event of an early delivery, no such approval
was given, BIS Group shall be entitled to apply the prescribed delivery time to the invoice or refuse to take delivery.
5.9. Receipt at the place of receipt specified by BIS Group shall be relevant for the timeliness of deliveries; for deliveries involving
installation or assembly as well as other services acceptance shall be relevant for the timeliness of deliveries.
5.10. Insofar as the Supplier has reason to assume that it will be unable to fulfil its contractual obligations in whole or in part, or in due
time, it shall notify BIS Group immediately in writing by stating reasons and specifying the expected duration of the delay. BIS Group
may, in its sole discretion and without prejudice to its right to claim liquidated damages under this Item 5, elect to extend the time
for delivery upon written notice to the Supplier.
5.11. If the date on which the delivery must be made at the latest can be determined by virtue of the contract, the Supplier shall be in
default at the end of such date, without this requiring a reminder

6. Delivery, Passing of Risk and Title, Place of Performance

6.1. Delivery shall be at the Supplier’s expense and risk. For deliveries involving installation or assembly, the risk shall pass upon formal
written acceptance of the products by BIS Group. For deliveries without installation or assembly the risk passes upon delivery to
the place of receipt specified by BIS Group in the applicable purchase order. If a place of destination is not specified, delivery shall
be made to place of business of BIS Group.
6.2. Unless stipulated otherwise, the shipping and packaging costs, insurances, customs duties, fees, taxes and other dues shall be at
the Supplier’s expense. In this case BIS Group shall be entitled to give instructions about the mode of transport, the carrier and
the shipper.
6.3. The Supplier shall also be responsible for any additional costs arising from the failure of complying with shipping or packaging
regulations or for any expedited shipping necessary to maintain the delivery date.
6.4. If the parties expressly arranged delivery ex works or ex stock of the Supplier, shipping must be made at the lowest cost, in each
case, unless BIS Group stipulated a specific mode of transport.
6.5. Without prior written approval of BIS Group, the Supplier shall not be entitled to partial deliveries or partial performance.
6.6. The Supplier shall package delivered goods in accordance with good industry practice. It shall package, label and ship hazardous
goods in accordance with the pertinent domestic or international regulations, applicable in each case. In addition to the hazard
class, the accompanying documents shall also include other information stipulated by the respective shipping.
regulations.
6.7. A despatch note must be sent to BIS Group via email or fax no later than upon dispatch. The Supplier shall enclose a delivery note
with the delivery item by specifying the BIS Group Purchase Order number, date (issue and shipping) and the content of the
shipment (product description, item number and number of items). If the delivery note is missing or incomplete, BIS Group shall
not be responsible for any resulting delays in payment; the payment periods stated in Item
shall be extended by the time of the delay.
6.8. All shipments made in breach of Item 6.7. shall be stored at the Supplier’s expense and risk until the arrival of the documents
issued in accordance with the contract. BIS Group shall be entitled to ascertain the content and condition of such shipments at the
Supplier’s expense.
6.9. The Supplier shall provide all supporting documents (e.g. certificates of origin, safety data sheets, product-specific documentation)
required for BIS Group to clear customs or gain other benefits.
6.10. Title to any products delivered to BIS Group shall pass to BIS Group on delivery.

7. Spare Parts

7.1. The Supplier undertakes to supply spare parts for the duration of the estimated technical life of the products, and in any event for
no less than the period of ten years following delivery at reasonable prices and pursuant to the terms of the respective underlying
contract.
7.2. If the Supplier discontinues the delivery of spare parts after the end of the aforementioned time period, he shall promptly inform BIS
Group and give BIS Group the opportunity to place a final order. Such notification shall be made at least 6 months before the latest
possible time for placing orders.

8. Warranty

8.1. The Supplier warrants that the goods and services are free of defects in quality or title and that they comply with the terms of the
Agreement. The Supplier in particular guarantees that its deliveries and services conform with all applicable recognised standards of
technology, statutory and official safety and environmental protection regulations. The Supplier moreover warrants that it will
observe all applicable laws, directives and regulations of a domestic or international nature (e.g. REACH, WEEE, RoHS or any
domestic regulations based upon the foregoing) as amended from time to time and that it will fulfil any measures based on such as
well as that it will provide evidence in this regard upon request of BIS Group. The Supplier warrants that any services provided
Business Industrial Solution Ltd – General Terms of Purchase
Business Industrial Solutions Waun-y-Pound Industrial Estate T:01495 300600
Limited Ebbw Vale, NP23 6PL Reg: 06541914 VAT No: GB137182276
under the Agreement shall be provided (i) with reasonable skill and care; (ii) by suitably skilled, experienced and qualified
personnel; and (iii) in accordance with best commercial practices and standards.
8.2. The limitation period for warranty claims in connection with all defects in quality and title shall be 24 months, unless applicable laws
or regulations provide for a longer limitation period. For the avoidance of doubt, this Item 8.2 shall not place any time limit on or
restrict BIS Group’s rights and remedies under the indemnity at Item 9.1(b).
8.3. BIS Group shall be entitled to warranty claims without limitation, even if the defect remained unknown at the time of the contract’s
conclusion due to gross negligence. BIS Group’s acceptance of the presented samples or patterns may not be deemed as to
constitute a waiver of warranty claims.
8.4. BIS Group’ duty to inspect shall be limited to defects that become obvious through external examination during the incoming goods
inspection including inspection of the delivery documents as well as during BIS Group’s quality control using sampling. If an
acceptance has been agreed upon, the duty to inspect shall not apply. Apart from the foregoing, it shall depend on the
circumstances of the individual case to what extent an examination is reasonable within the proper course of business. BIS Group
shall notify the Supplier of any noticeable defects within 14 calendar days after the passing of the risk. BIS Group shall notify the
Supplier of any defects that were not noticeable at that time, but were detected later, within a period of 14 calendar days following
their discovery.
8.5. In the event of defects BIS Group shall, at its own choice, be entitled to demand from the Supplier rectification or defect free
replacement delivery.
8.6. Costs incurred in connection with the examination and subsequent fulfilment (including possible disassembly and reassembly costs
as well as cost of an expert to determine the cause) shall be borne by the Supplier. If the Supplier does not observe any obligations
it has under the Agreement to replace or rectify defective products within a reasonable period of time (as determined and notified
by BIS Group), BIS Group may rectify the defect itself (or through third parties) and claim reimbursement of incurred expenses or
demand an appropriate advance payment.
8.7. If subsequent replacement or rectification of a defective product by the Supplier in accordance with Items 8.5 and 8.6 has failed or
is otherwise deemed unreasonable in BIS Group’ sole discretion (e.g. in case of special urgency, operating safety hazard or
imminent occurrence of disproportionate damages), BIS Group may terminate the relevant purchase order immediately upon
written notice to the Supplier. BIS Group shall make reasonable efforts to inform the Supplier (if possible in advance) of those
circumstances where BIS Group considers that replacement or rectification would be unreasonable and that BIS Group intends to
terminate the relevant purchase order. Where BIS Group terminates the relevant purchase order pursuant to this Item 8.7, the
Supplier shall, without prejudice to any other rights or remedies that BIS Group may have, promptly refund to BIS Group all sums
paid by BIS Group under the purchase order for such defective product(s).
8.8. Once the Supplier receives the written notification of defects from BIS Group the limitation period for warranty
claims (as detailed at Item 8.2) shall be suspended. In case of replacement deliveries and rectification of defects the warranty
period for replaced and rectified parts shall restart as of that time unless BIS Group had to assume based on behavior of the
Supplier that the Supplier did not want to assume any obligation to undertake such measure but made replacement delivery or
rectification based only on good-will or for similar reasons.

9. Supplier Indemnity

9.1. The Supplier shall indemnify BIS Group from and against all liabilities, costs, expenses, damages and losses (including but not
limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other
reasonable professional costs and expenses) suffered or incurred by BIS Group arising out of or in connection with:
a) any claim made against BIS Group for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in
connection with, the supply or use of the products or services; and
b) any claim made against BIS Group by a third party (including, without limitation, for death, personal injury or damage to property)
arising out of, or in connection with, defective products supplied under the Agreement, to the extent that the defect in the products
is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.

10. Insurance

During the term of any purchase order and for a period of 6 years after the delivery of any goods or services under a purchase
order, the Supplier shall take out and maintain sufficient liability insurance policies to cover its potential liabilities under the
Agreement, including product liability insurance and public liability insurance, at his own expense with a minimum cover in the
blanket sum of GBP 5 million per case of personal injury/property damage, and agrees to submit these insurance contracts,
together with any evidence necessary to show that all premiums in respect of such insurance policies have been paid, to BIS Group
for inspection upon first request.

11. Intellectual Property Rights

11.1. The Supplier warrants that all goods and services rendered by him in connection with the performance of the Agreement do not
infringe the intellectual property rights (IPRs) of any third party.
11.2. If any inventions, improvements or other IPRs, are generated by or on behalf of the Supplier in connection with the execution or
the delivery of the Agreement and/or the provision of services ordered which are based on information, documents or models
provided by BIS Group (Created IP), the Supplier hereby assigns to BIS Group with full title guarantee and free from all
encumbrances the IPRs in such Created IP together with the right to sue for and recover damages or other relief in respect of the
infringement of the IPRs. In relation to future copyright, the assignment under this Item 11.3 shall take effect as a present
assignment of future copyright.
11.3. This Item 11 shall not affect the ownership by any party (or its relevant licensors) of any IPRs or other proprietary rights which are
in existence and which are owned by any of them at the commencement date of the Agreement.
11.4. The Supplier grants to BIS Group an irrevocable, non-exclusive, world-wide, paid-up, perpetual, royalty-free and transferable right
to use the Supplier’s Background IP for the business purposes of BIS Group and its Affiliates, both during and after the term of the
Business Industrial Solution Ltd – General Terms of Purchase
Business Industrial Solutions Waun-y-Pound Industrial Estate T:01495 300600
Limited Ebbw Vale, NP23 6PL Reg: 06541914 VAT No: GB137182276
Agreement, including the right for BIS Group to sub-license use of this Background IP to any third party who requires the use of
the Background IP to provide services to BIS Group and/or any of its Affiliates
11.5. For the purposes of this Item 11, “Background IP” means IPRs or other proprietary rights owned by the Supplier or any third party,
the use of which is necessary or incidental to the provision of the goods or services or for BIS Group to receive the benefit of the
goods or services, but excluding Created IP.
11.6. For the purposes of this Item 11, “Affiliate” means in relation to a party, anybody corporate which is from time to time a holding
company of that party, a subsidiary of that party, or a subsidiary of a holding company of that party.

12. Quality Assurance Standards

12.1. The Supplier must carry out its quality assurance measures in a way that ensures that its goods/services in particular comply with
the specifications determined by BIS Group and every product/service is provided in the agreed quality, at the agreed time, at the
agreed place and in the agreed format. To ensure such quality of its goods/services the Supplier has to maintain an effective quality
assurance system and apply adequate procedures to further develop its quality assurance system pursuant to ISO 9001
12.2. Should the Supplier intend to fully or partially commission work to subcontractors, the following terms must be observed: pri or
information of and approval by BIS Group of any such subcontracting; quality assurance system of Supplier secures that
subcontractors are inspected on a regular basis; Supplier must include jointly accepted subcontractors in its quality management
system and is fully liable for subcontractors’ quality and all consequences resulting therefrom. The Supplier shall be liable for any
acts and omissions of its subcontractors as if they were its own acts and omissions. If any of the foregoing is not complied with, BIS
Group may terminate the relevant purchase order(s) immediately upon written notice.
12.3. If the Supplier finds an increase of deviations between the actual and the agreed quality of any product (quality deteriorations), it
will immediately inform BIS Group thereof and about any intended countermeasures. Prior to any material changes to (i)
manufacturing processes; (ii) materials or supply parts of the products; (iii) the moving of production
sites, the Supplier will test the products or carry out any other quality assurance measures necessary to ensure that the products
conform with the Agreement and to provide BIS Group with sufficient notice to allow BIS Group to investigate whether these
changes may have negative effects. Should BIS Group determine that any such changes will result in a negative effect upon the
quality of the products or that there is a risk of such negative effect occurring, BIS Group may terminate any purchase order in part
or in whole immediately by written notice.
12.4. BIS Group shall have the right from time to time and on reasonable notice to perform (either itself or through its representatives)
full and detailed audits and inspections at the Supplier’s offices and production sites of:
(a) the Supplier’s performance of the services;
(b) the Supplier’s compliance with quality assurance measures and any applicable laws relating to the manufacture and distribution of
the products; and
(c) the Supplier’s compliance with the provisions of the Agreement generally.
BIS Group may demand the same from the Supplier for the notified body, which is entitled to inspect and/or audit suppliers within
the scope of the conformity assessment procedure, if there is a pertinent cause, as well as for every other competent authority.
12.5. The Supplier shall, at its cost, provide BIS Group and BIS Group’s representatives with all reasonable assistance in order to enable
BIS Group to initiate, carry out and complete any audit contemplated in this clause. BIS Group shall take all reasonable steps to
ensure that an audit does not hinder the Supplier’s ability to provide the services and/or products or carry out its normal business.
BIS Group and the BIS Group representatives shall have the right to take copies of those records, invoices and purchase orders as
may be reasonably required by BIS Group to complete any audit contemplated in this clause.
12.6. The Supplier shall ensure by way of marking of the goods and other adequate measures that in case of a deficiency of a product it
may immediately determine which other products may be affected. BIS Group shall be informed of such labelling system in a
manner which will enable BIS Group to carry out its own investigations, if necessary.

13. Ownership and Ownership Protection

13.1. Tools, measuring and testing equipment, devices, models, samples, production equipment, materials, drawings, work instructions,
manuscripts, calculations, product descriptions, films, photographs, etc. (including any intellectual property rights vesting therein)
made available by BIS Group to the Supplier or produced under or in connection with the Agreement shall remain the property of
BIS Group or become the property of BIS Group (as applicable), even if they remain in the possession of the Supplier. They shall
be identified by the Supplier as property of BIS Group, kept safely, secured against unauthorized access and use, secured against
damage of any kind, maintained by the Supplier in accordance with Good Industry Practice and used only for purposes of this
contract. Like subsequently produced items and services rendered, they may neither be duplicated nor passed on to third parties or
destroyed without the written consent of BIS Group. For the purposes of this Item 13.1, “Good Industry Practice” means the degree
of skill, care and diligence that would reasonably be expected of a skilled and experienced provider of services similar to the
services being supplied by the Supplier to BIS Group under the Agreement.
13.2. In the absence of an arrangement to the contrary, each of the parties shall bear half of the costs for maintaining and repairing the
aforementioned items. However, in as much as these costs can be attributed to defects of such items produced by the Supplier or to
improper use or storage on the part of the Supplier, his employees or other vicarious agents, they shall be solely borne by the
Supplier. The Supplier shall promptly inform BIS Group of any significant damages to these items.
13.3. Upon request by BIS Group, the Supplier shall hand out to BIS Group all items as defined in Item 13.1.
13.4. Transfer of the goods to BIS Group shall take place unconditionally and regardless of payment of the purchase price.

14. Documents, Confidentiality, Publications

14.1. The Supplier shall be obligated to make available to BIS Group all documents and information required for use, assembly, operation,
maintenance and for regulatory purposes of any purchased products free of charge.
14.2. When quoting references or publishing, for example, informational or promotional material, the Supplier may name the company or
trademarks of BIS Group only with BIS Group’s prior written consent.
14.3. Unless required to be disclosed in accordance with applicable law and/or regulation, each party will ensure that any information
Business Industrial Solution Ltd – General Terms of Purchase
Business Industrial Solutions Waun-y-Pound Industrial Estate T:01495 300600
Limited Ebbw Vale, NP23 6PL Reg: 06541914 VAT No: GB137182276
acquired in or in connection with the performance of its obligations under the Agreement concerning the other or the other’s
business, affairs, personnel, procedures or relating to the provisions of the Agreement and any negotiations or disputes between
the parties to the Agreement will be treated as confidential and will not be disclosed to any person, other than a person expressly
authorised by the other party. Any existing agreement between the parties which imposes a more strict obligation to keep certain
information confidential shall remain unaffected by the foregoing.

15. Assignment, Data Protection, Compliance, Environmental Protection

15.1. BIS Group may assign, subcontract or otherwise transfer any or all of its rights and obligations under the Agreement to any of its
Affiliates without the prior written consent of the Supplier. For the purposes of this Item 15.1, “Affiliate” shall have the meaning set
out at Item 11.6.
15.2. Except as stated at Item 15.1, neither BIS Group nor the Supplier shall assign, transfer, mortgage, charge, declare
15.3. a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written
consent of the other (such consent not to be unreasonably withheld or delayed).
15.4. With regard to its deliveries and performance in general, the Supplier warrants compliance with the principles of conduct listed in
the UN Global Compact (retrievable at www.unglobalcompact.org). Non-compliance with these rules and principles shall be
regarded as a material breach of the contractual arrangements and entitle BIS Group to terminate the cooperation with immediate
effect. The deliveries and performance must further comply with all applicable statutory regulations regarding security and
environmental protection. CE-compliance must be ensured.

16. Choice of Law and Venue

The 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) are governed by and shall be construed in accordance with the laws of England and Wales. The
parties submit to the exclusive jurisdiction of the English courts for all purposes relating to and in connection with the Agreement
and any such dispute or claim referred to in this clause.

17. Miscellaneous

17.1. If due to a material deterioration of the Supplier’s financial situation or impending occurrence of such, fulfilment of the Supplier’s
obligations under any Agreement is at risk, BIS Group may terminate the relevant purchase order(s) immediately and without
liability. In this case BIS Group may use the facilities that exist to continue the work or effected services and services of the
Supplier in return for adequate compensation.
17.2. The right to set off against BIS Group shall be excluded.
17.3. Retaining liens or other rights to refuse performance may be asserted against BIS Group only insofar as they are based on claims of
the Supplier from the same contractual relationship.
17.4. The assignment and/or transfer of rights and/or obligations from this contract by the Supplier shall require BIS Group’ prior written
approval. This shall not apply in case of payment claims.
17.5. Without prior written approval by BIS Group the Supplier shall not subcontract or otherwise be entitled to have the performan ce he
owes rendered by third parties; however, this shall not apply in case the Supplier only acts as a reseller and BIS Group is aware of
this. If the Supplier, without prior approval by BIS Group, commissions a third party to render the performance he owes, BIS Group
shall be entitled to withdraw from the contract, in whole or in part, as well as seek damages.
17.6. Except as expressly provided in the Agreement, a person who is not a party to the Agreement shall not have any rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. This does not affect any right or remedy of a
third party which exists, or is available, apart from that Act.
17.7. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to
the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or
part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not
affect the validity and enforceability of the rest of the Agreement.
17.8. The Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a
duplicate original, but all the counterparts shall together constitute the one agreement.
17.9. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a
waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the
Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further
exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or
by law shall prevent or restrict the further exercise of that or any other right or remedy.
17.10. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its
subject matter, as long as the Agreement does not explicitly state differently. Each party acknowledges that in entering into the
Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that
is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or
negligent misstatement based on any statement in the Agreement. Nothing in this clause shall limit or exclude any liability for
fraud.