Terms & Conditions (SSD-022)

Terms & Conditions of Rental

1. Definitions

1.1 In this Agreement, the following terms shall have the meanings set opposite, unless the context otherwise requires:

“Agreement” means these Terms & Conditions, together with the Quotation;

“Company” means Stratum Drilling Solutions Ltd., a company incorporated in Scotland under the Companies Acts (Company Number SC577178) and having its Registered Office at Unit 4b Gateway Business Park, Beancross Road, Grangemouth, Scotland FK3 8WX;

"Company's Depot" means the depot located at; 16A, Cunningham Road, Springkerse Industrial Estate, Stirling, Stirlingshire, FK7 7SW;

“Customer” means the person, firm, company or other legal entity taking the Hired Plant and/or purchasing the Plant from the Company;

"Date of Commencement" the date of written acceptance (which can include acceptance by email) by the Customer of the Quotation issued by the Company;

"Date of Redelivery" means the time at which the Plant is returned to the Company's Depot or other agreed location;

“Date of Termination” means the date at which this Agreement is terminated in accordance with its terms or earlier by either party as set out in this Agreement;

“Delivery” means the transfer of physical possession of the Plant to the Customer in accordance with the Delivery Terms;

"Delivery Date" means the date of Delivery;

“Delivery Terms” means EXW Company’s Depot, Incoterms® 2020;

“Hire” means the hire by the Customer of the Hired Plant during the Hire Period in accordance with this Agreement;

“Hire Charge” means the charge payable by the Customer in respect of the Hire of Plant set out in the Quotation;

“Hire Period” means the period of hire from the Delivery Date to the Date of Redelivery;

“Hired Plant” means the Plant to be Hired by the Customer in accordance with this Agreement;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, trade names, domain names, rights to goodwill, rights in designs, rights in computer software (including source code and object code), database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and similar or equivalent rights which subsist or will subsist now or in the future in any part of the world;

“Off-Hire Line” means the statement which is issued by the Company to the Customer acknowledging the return of the Plant;

"Plans" means all plans, drawings, specifications, diagrams, formulae, calculations, costings and other written materials belonging to the Company.

“Plant” means any type of machinery or equipment whatsoever and any part or parts thereof and includes spare parts, fuel and tools;

“Purchase” means the purchase by the Customer of the Plant in accordance with this Agreement;

“Purchase Price” means the charge payable by the Customer in respect of the Purchase as set out in the Quotation;

“Quotation” means the Company's quotation for the Hire and/or Purchase and any subsequent written amendment thereto, including any special conditions applicable to the Quotation;

1.2 The singular number includes the plural and vice versa. The masculine gender includes the feminine gender. Reference to persons includes companies and other forms of legal entity. Headings are for reference only.

1.3 This Agreement, together with the Quotation and any other documents referred to herein, constitutes the entire agreement between the Company and the Customer with respect to the Hire of the Plant, superseding all proposals, negotiations and counter-proposals. The Company and the Customer acknowledge and agree that in entering into this Agreement, and any documents referred to herein, they do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty. The only remedy available to the Company or the Customer for breach of any of the warranties contained in this Agreement shall be for breach of contract under the terms of this Agreement. Nothing in this Condition 1.3 shall operate to limit or exclude any liability for fraud or fraudulent misrepresentation.

1.4 The terms and conditions of this Agreement shall override any terms and conditions of hire of the Customer including, but not limited to, those included by the Customer in its acceptance of this Agreement or posted by the Customer on its internet site. Any special conditions stated on the front of this Agreement or any Quotation shall apply equally with the terms of this Agreement except that, in the event of any conflict, the special conditions shall prevail.

2. Commencement and Termination of Hire

2.1 This Agreement shall become effective and commence on and from the Date of Commencement, and shall continue until the Date of Termination.

2.2. In the event of a scheduled Hire and/or Purchase being cancelled by the Customer the cost of any equipment purchased to enable/facilitate the Hire and/or Purchase in line with the Customer’s requirements will be charged for in full if the cancellation date falls within two weeks of the proposed Delivery Date. If cancellation happens more than two weeks but within three weeks prior to the scheduled Delivery Date, then a 75% of purchase cost for any item purchased to facilitate the Hire and/or Purchase in line with the Customer’s requirements will apply unless agreed otherwise. If cancellation falls more than three weeks but within four weeks prior to the scheduled Delivery Date, then a 50% of purchase cost for any item purchased to facilitate the Hire and/or Purchase in line with the Customer’s requirements will apply unless agreed otherwise. In such circumstances, the Company may at its discretion levy any further reasonable charges associated with preparing the Plant and or equipment for such scheduled Hire and/or Purchase or written instructions.

2.3 Where the Company is unable to provide the Plant in accordance with an accepted Quotation or written instructions for the Customer in a timely manner, the Company shall give advance notification to the Customer of its inability to provide the Plant. The Customer will not be afforded any commercial compensation for the Company’s inability to provide the Plant in accordance with this Condition.

2.4 Upon return of the Plant to the Company's Depot, or other agreed location, an Off-Hire Line shall be issued to the Customer acknowledging the return of the Plant. The Off-Hire Line shall only be issued once the Plant has been safely unloaded. Plant on Hire must be returned to the Company's Depot during business hours, being weekdays 8am to 5pm, local and public holidays excluded.

2.5 The Customer shall be solely responsible for the safe unloading and loading of the Plant. Any employees supplied by the Company or any third party assisting the Customer shall be deemed to be under the Customer’s control and shall comply with the directions of the Customer.

2.6 Subject to the terms of this Agreement, all risk for the Plant supplied by the Company to the Customer shall pass from the Company to the Customer on the Delivery Date. For the avoidance of doubt, once risk in the Plant has passed to the Customer, in the event of loss of or damage to the Plant which prevents the operation of the Plant, the Hire Charges will continue to apply until the Date of Redelivery.

3. Care and Maintenance

3.1 Unless notification to the contrary is received within twenty-four (24) hours from the Delivery Date, all Plant will be deemed to have been delivered to the Customer at the Delivery Date in good order and to the Customer’s satisfaction.

3.2 The Customer will be responsible for the safe keeping of the Hired Plant, its maintenance in good working order, its use in a workmanlike manner, and its return to the Company on the Date of Redelivery in a condition equal to that pertaining at the Delivery Date (fair wear and tear excepted).

3.3 The Company accepts no responsibility for loss or damage to the Plant on Hire from the Delivery Date until the Date of Redelivery when an Off-Hire Notification is received (can be found at bottom of Instruction to Proceed page of quotation).

3.4 In the event of the Hired Plant or any part thereof being lost or damaged during the Hire (fair wear and tear excepted), the Customer will be invoiced for (1) the full reinstatement value as new of the Plant (or part thereof) or the cost of repairs to the Plant (whichever being applicable, at the Company’s sole discretion), and (2) the full Hire Charge for the later of (i) the period up to the Date of Termination, or (ii) the period up to the date at which the full replacement value of the Plant (or part thereof) or the cost of repairs to the Plant is paid to the Company, and (3) all associated costs of the Company (including legal fees). This Includes transportation aids such as Stillages, Chains, Straps and Slings

3.5 The Customer will not allow the Plant to be used for any purpose beyond its capacity or in a manner likely to result in undue deterioration. It shall be the responsibility of the Customer to ensure that all Plant is fully suitable for the purpose for which it is required and that it remains so during the period of Hire.

3.6 The Customer agrees that it will not: (i) without the prior consent of the Company, effect any mechanical or other modifications to the Plant, make any alterations or additions (for the avoidance of doubt, any such additions, alterations or modified parts (whether with or without consent) shall become part of the Plant and shall belong to the Company); (ii) remove or interfere with any identification marks or plates affixed to the Plant nor attempt or purport to do so nor permit the same; (iii) deface the paintwork or bodywork of the Plant nor add or erect any painting, sign writing, lettering, or advertising to or on the Plant.

3.7 The Customer is responsible for ensuring that the Plant is used and erected in accordance with any statutory regulations, codes of practice, guidelines or recommendations about working loads relating to such Plant and shall indemnify the Company, its agents, employees and contractors against all fines, penalties, and liabilities imposed on the Company its agents, employees and contractors or arising in respect of any noncompliance or contravention of any such statutory regulations, codes of practice, guidelines or recommendations, together with any proper and reasonable costs and/or expenses relating thereto and incurred by the Company.

3.8 For the avoidance of doubt, the Customer will be liable to the Company for destruction of or damage to the Plant caused maliciously or mischievously by any party once risk in the Plant has passed to the Customer and the terms of Condition 3.4 shall apply in such circumstances.

4. Sub-Letting

The Customer shall not sub-let the Plant or any part of it without the Company’s prior consent in writing. The Customer shall not sell, assign, mortgage, or otherwise dispose of or part with possession of the Plant or part thereof or charge the benefit of this Agreement nor attempt or purport to do so.

5. Change of Site

The Customer shall not move the Plant from the site which the Customer has intimated to the Company will be the site at which the Plant will be used, without the Company’s prior written consent.

6. Inspection and Servicing

6.1 The Customer shall allow the Company and/or its insurers access to the Plant at all reasonable times for the purpose of inspection, testing, adjusting, repairing or replacing the Plant. In the event of a breakdown of the Plant, not readily repairable, the Company shall be entitled, but not bound, to supply substitute plant of a similar type and condition. If the Company is not in the position to do so, the Hire shall terminate from the date of the breakdown of the Plant (notwithstanding the Date of Redelivery) and the Customer shall have no claims against the Company for loss or damage occasioned to him as a result of the Plant no longer being available to him.

6.2 The Customer must inform the Company of every two hundred and fifty (250) hours of Plant running time so that the Plant may be serviced. Failure to observe this condition may lead to Plant damage, the repair of which shall be the liability of the Customer and will be charged to the Customer by the Company.

6.3 If the Customer’s site is outside a radius of fifty (50) miles of the Company’s Depot, the Customer will be liable to maintain and service the Plant as recommended by the manufacturer, and as such the Customer must ensure that it has knowledge of the correct frequency of servicing and the procedures to be carried out for that service. If the Company is requested to service the Plant, the Customer will be liable for all charges incurred.

6.4 Routine maintenance, (i.e. oil level, water level including antifreeze protection, battery charging, greasing, along with any other specific instructions intimated to the Customer), is the responsibility of the Customer. All costs and required parts incurred as a result of damage caused by failure to carry out routine maintenance will be charged to the Customer at cost plus percentage basis, such percentage to be stipulated in the Quotation.

7. Breakdown

7.1 Any breakdown at the Customer's site or unsatisfactory working performance of any part of the Plant must immediately be reported to the Company. Oral communication shall be accepted to facilitate timely action, however full details of any breakdown must then be confirmed in writing. Any claim for breakdown allowance or rebate will only be considered when supported by fully documented history of events from time of breakdown to reinstatement. (Punctures and all other damage to tyres on the Plant are the responsibility of the Customer).

7.2 The Company shall not be liable to the Customer for any indirect or consequential loss incurred due to any breakdown of the Plant at the Customer's site howsoever arising. For the purposes of this Condition 7.2, “indirect or consequential loss” shall mean (i) indirect and/or consequential loss under Scots law; and/or (ii) to the extent not covered in (i) and whether direct or indirect, any loss of profits, loss of sales, revenue, turnover or business, loss of opportunity, agreements or contracts, loss of management time and labour costs, loss of anticipated savings, loss of use or corruption of software, data or information, and/or loss of or damage to goodwill.

8. Allowances

Subject to Condition 7 above, no charge will be made to the Customer for any period during which the Plant is not working as a result of an inherent fault or fair wear and tear or anything regarded by the Company as a normal working repair. Save in respect of the Company's liability as provided for under this Agreement, no claims will be admitted for stoppages resulting from causes outside the Company’s control.

9. Periods of Hire, Overtime, Idle Time and Travelling Time

9.1 Where Plant is hired at a rate per week, the Hire Charge shall be paid for on the basis of a forty (40) hours/five (5) day operational week, unless otherwise stated in writing by the Company. Where the Plant is hired on the basis of a rate per day, the Hire Charge shall be paid for per day, based upon a seven (7) day week, Where the Plant is hired on the basis of a rate per month, the Hire charge shall be paid for per calendar month, with the operational periods in such calendar month being deemed to be based on a forty (40) hours/five (5) day operational week, unless otherwise stated in writing by the Company. Where the time for which the Plant is in use exceeds the stated Company quoted periods, then the Company will charge for additional days/ months as per the Quotation.

9.2 Travelling time and fares for drivers, operators and any person supplied by the Company where required, will be charged for on a cost plus percentage basis, such percentage to be stipulated in the Quotation. No charge shall be made by the Company for any such expenses incurred by other employees of the Company for the purposes of servicing, repair or maintenance of the Plant, save as provided for under Conditions 6.2 to 6.4 above.

9.3 Any time spent by the Company personnel in assembling, rigging and dismantling the Plant shall be charged for on a cost plus percentage basis, such percentage to be stipulated in the Quotation.

10. Repairs and Adjustments

The Customer shall not repair or attempt to repair the Plant unless authorised to do so by the Company in writing.

11. Completion of Hire

11.1 Where the Hire is for a fixed period, it shall terminate on the Date of Redelivery. Where the Hire is not for a fixed period, or where it is continued after the expiry of the fixed period without any new period being determined, the Hire shall be terminated by either party giving the other four (4) days’ written notice.

11.2 If the Customer shall fail to pay any sum as and when it may become due, the Company shall be entitled and without prejudice to any other remedies in its safe opinion to take one or both of the following actions:

(i) without notice to retake immediate possession of the Plant for which purpose it shall be lawful for the Company to enter into or upon any premises or site where the Plant may be; or

(ii) to charge the Customer liquidated and ascertained damages of twice the Hire Charge for the period between the Date of Termination and the date of the actual return of the Plant to the Company’s Depot.

12. Payment

12.1 The Company shall invoice the Customer for the Hire Charge either fortnightly or monthly in arrears (to be determined at the sole discretion of the Company).

12.2 The Purchase Price:

(1) shall be the price set out in the Quotation; and

(2) shall be exclusive of all costs and charges of packaging, insurance, transport of the Plant.

12.3 In respect of the Purchase, the Company shall invoice the Customer on or at any time after Delivery.

12.4 The Customer shall pay all sums due under any invoice within thirty (30) days of the date of invoice. All amount(s) payable to the Company pursuant to any such invoice shall be paid to the Company directly to the Company’s nominated bank account or as otherwise directed by the Company. In addition, the Customer will pay Value Added Tax at the standard rate for the time being in force, wherever applicable. Time shall be of the essence in respect of the payment of all sums due hereunder. All sums due hereunder shall be paid in pounds Sterling.

13. Non-payment

In the event of the Customer failing to pay any amount(s) under this Agreement on the due date in terms of Condition 12 above, interest will be charged on the outstanding amount(s) at the rate of eight per cent (8%) above the base rate from time to time fixed by The Royal Bank of Scotland plc from the due date for payment until receipt of cleared funds. In the event of the Company being required to recover any such amount(s) by due process of law, the Customer shall be responsible for all legal fees and expenses incurred by the Company in recovery of all sums outstanding.

14. Limitation of Liability

14.1 The Company’s liability under this Agreement shall be limited (to the fullest extent that such liability may be limited by law) to:

(1) the death or injury of any person; and

(2) damage to property belonging to the Customer or any third party, arising in both cases as a result of:

(a) any negligent act or omission on the part of the Company, its employees, agents or those for whom the Company is responsible in law; or

(b) the operation or use of any property belonging to the Company, with the exception of:

(i) the Plant, its operation or use (unless caused by a defect in the Plant) and/or

(ii) any property of the Company (including the Plant) which has been used in a manner contrary to the Company's instructions or guidelines or without the Company's reasonable supervision or control.

14.2 The Company accepts no responsibility for any other loss, injury or damage, arising out of or in connection with:

(1) the operation or use of the Plant;

(2) any property of the Company which has been used in a manner contrary to the Company's instructions or guidelines or without the Company's reasonable supervision or control;

(3) the activities or negligence of any party with the exception of the Company, its employees, agents or those for whom it is responsible in law; or

(4) the property of the Customer or any third party.

14.3 The Customer shall be solely responsible for and keep the Company fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses which may be brought against or incurred by the Company as the result of or in connection with:

(1) any accident involving the Plant, its operation or use (other than death or personal injury resulting from the negligence of the Company or its employees or agents); and/or

(2) any negligent act or omission on the part of the Customer, its employees, agents or those for whom the Customer is responsible in law; and/or

(3) any accident involving property belonging to the Company where such property has been operated or used in a manner contrary to the Company's instructions or guidelines or with out the Company's reasonable supervision or control; and/or

(4) the operation or use of any property belonging to the Customer or any third party; and/or

(5) all costs, claims, demands, expenses and liabilities of whatsoever nature made by third parties (including employees of the ) and caused in whole or in part or arising out of any act or omission of the in connection with the use of the Plant or breach of this Agreement by the

14.4 The Hire and/or Purchase of the Plant by the Customer is not subject to any condition or warranty express, implied or statutory in connection with the fitness of the Plant for any purpose, and any conditions and warranties are hereby expressly excluded insofar as permitted by statute.

14.5 Subject to the terms of Condition 8 above, neither party shall be liable to the other for any indirect or consequential loss. For the purposes of this Condition 14.5, “indirect or consequential loss” shall mean (i) indirect and/or consequential loss under Scots law; and/or (ii) to the extent not covered in (i) and whether direct or indirect, any loss of profits, loss of sales, revenue, turnover or business, loss of opportunity, agreements or contracts, loss of management time and labour costs, loss of anticipated savings, loss of use or corruption of software, data or information, and/or loss of or damage to goodwill.

14.6 Subject to Condition 14.8, any liability of the Company to indemnify the Customer or any third party assumed in terms of this Agreement shall be limited as follows:

(1) The aggregate maximum liability of the Company in respect of all and any claims under this Agreement or otherwise (including under the laws of negligence) shall in no event exceed Five Million Pounds Sterling (£5,000,000).

(2) The maximum liability of the Company in respect of each occurrence of a claim under this Agreement or otherwise (including under the laws of negligence) shall in no event exceed Three Million Pounds Sterling (£3,000,000).

(3) The Company shall not be liable in respect of any claim under this Agreement where the amount of such claim does not exceed Ten Thousand Pounds Sterling (£10,000).

14.7 The Company shall not be liable in respect of any claims, losses, damages, costs, expenses and liabilities suffered, sustained or incurred by the Customer resulting from:

(1) any infringement or alleged infringement by the Company or those for whom they are responsible in law of any Intellectual Property Rights of any third party or the Customer; or

(2) pollution emanating from the Plant or other property and equipment:

(a) of the Company whether owned, leased or hired; or

(b) of a third party, whether owned, leased or hired, where such property is made available to the Customer pursuant to this Agreement, and associated clean-up costs, arising out of or in connection with the performance of this Agreement and whether or not contributed to or caused by the negligence or breach of duty (whether statutory or otherwise) of the Company.

14.8 For the avoidance of doubt, neither party hereby excludes or limits its liability for death or personal injury caused through its negligence.

15. Insurance

15.1 The Customer will, throughout the continuance in force of this Agreement, insure the Plant with an insurance company of good repute for its full reinstatement value against loss or damage from all commercial risks (including third party risks) and shall procure that such insurance company shall waive all rights of subrogation against the Company and shall furnish to the Company documentary evidence verifying the same.

15.2 The Customer shall notify its insurers that the Plant is on hire from the Company and request the insurers to endorse a note of such interest on the policy of insurance naming the Company as loss payee, shall on demand show to the Company the policy of insurance, the premium receipts and insurance certificate and shall not use or allow the Plant to be used for any purpose not permitted by the terms and conditions of the policy of insurance or do or allow to be done any act or thing whereby the insurance may be invalidated. If the Customer shall make default in the payment of any premium in respect of the insurance the Company may pay such premium in which event the Customer shall repay the amount thereof to the Company on demand. The Customer shall indemnify the Company against all loss or damage to the Plant not recoverable under the policy of insurance.

15.3 Where any event or accident shall occur which is a risk covered by the Customer’s insurance hereunder, the Customer shall immediately notify the Company thereof, shall not compromise any claim without the consent of the Company, shall allow the Company to take over the conduct of negotiations

(except in relation to claims of the Customer for personal injuries, loss of use of the Plant, or loss or damage to the property of the Customer unconnected with the Plant) and shall at the expense of the Customer take such proceedings (in the sole name of the Customer or jointly with the Company) as the Company shall direct, holding all sums recovered, together with any monies received by the Customer under its policy of insurance, on trust for the Company and paying or applying the same as the Company directs and as herein provided. If any Plant is declared a total loss, the hire thereof shall terminate. In such event the Company shall apply any proceeds of insurance received by it at its option:

(1) towards a replacement of equivalent value which replacement shall be deemed to be included in this Hire Agreement for all purposes and the Customer shall continue to be liable to pay the Hire Charges as if such loss had not taken place; or

(2) in or towards payment to the Company of the sum necessary to compensate the Company for the loss of profit suffered as a result of the loss of that Plant.

15.4 The Company shall have the right itself to repair or have repaired any Plant which is the subject of an accident. If the Company does not choose to do so, the Customer shall be liable to reinstate or repair at its own expense (but subject to any insurance proceeds) Plant which has not become a total loss and shall continue to pay Hire Charges in respect of such Plant during such reinstatement or repair.

15.5 The Customer will be liable to pay to the Company any amount deducted by the insurers by way of excess or in respect of damage caused to the Plant prior to the date of total loss, and (subject to the application of insurance proceeds under Condition 15.3 above) shall indemnify the Company against all and any loss suffered by it in consequence of the loss or destruction of the relevant Plant.

16. Notice of Incident

If the Plant is involved in any incident resulting in injury to persons or damage to property, immediate notice must be given to the Company by telephone and confirmed in writing to the Company’s Depot and in respect of any claim not within the Customer’s agreement for indemnity, no admission, offer, promise of payment or indemnity shall be made by the Customer without the Company’s consent in writing - (which consent must be signed by an authorised signatory of the Company).

17. Ownership During the Hire

The Hired Plant shall at all times remain the property of the Company or of any third party from which the Company may have hired any of the Plant, and the Customer shall have no rights to the Plant other than as Customer and shall not do or permit or cause to be done any matter or thing whereby the rights of the Company in respect of the Plant are or may be prejudicially affected.

18. Ownership of Plans

Plans supplied by the Company to the Customer shall belong to the Company and must be returned to the Company on demand. No alterations of any kind may be made to the Plans without the Company’s prior written approval and the Company accepts no liability for the consequences of any unauthorised alteration. Any and all Intellectual Property Rights in the Plans shall remain the exclusive property of the Company (or of any third party from which the Company may have obtained the Plans) at all times and no unauthorised copying or use of the Plans may be made.

19. Transfer of Title

19.1 In the event of a Purchase, title to the Plant so Purchased shall not pass to the Customer until the later of:

(1) the date that the Company receives payment in full (in cash or cleared funds) for the Plant and any other goods that the Company has supplied to the Customer; and

(2) the Delivery Date.

19.2 Until title to the Plant has passed to the Customer, the Customer shall:

(1) store the Plant separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;

(2) not remove, deface or obscure any identifying mark or packaging on or relating to the Plant;

(3) maintain the Plant in satisfactory condition and keep it insured against all risks for its full reinstatement value on the Company’s behalf from the Delivery Date; and

(4) give the Company such information as the Company may reasonably require from time to time relating to (i) the Plant; and (ii) the ongoing financial position of the Customer.

21.2 Either party may terminate this Agreement in the event that the other is in material breach of any term of this Agreement and has failed to remedy such breach within thirty (30) days of being given notice to do so.

21.3 If any of the following events shall occur, namely: 19. Licences, Approvals etc.

The Customer is solely responsible for obtaining and complying with all licences, approvals, permits and authorisations, of whatever nature, which are necessary to enable the Plant to be used for the purpose for which it is hired and will indemnify the Company against any failure to do so.

20. Termination

21.1 In the event of this Agreement coming to an end for any reason whatsoever, then the Company is hereby irrevocably authorised to enter onto the premises of the Customer and repossess the Plant, and any other equipment of the Company in the Customer’s possession or under his control.

21.2 Either party may terminate this Agreement in the event that the other is in material breach of any term of this Agreement and has failed to remedy such breach within thirty (30) days of being given notice to do so.

21.3 If any of the following events shall occur, namely:

(1) if any diligence, distress, execution, or other legal process shall be levied on or against the Plant or any part thereof or against any premises where the same may be or against any of the Customer’s goods or other property or the Customer shall permit any judgment against it to remain unsatisfied for seven (7) days; or

(2) if the Customer, being a body corporate, shall enter into any liquidation, shall call any meeting of its creditors or shall have a receiver or receiver manager of all or any of its undertaking or assets appointed, or shall suffer the appointment or the presentation of a petition for the appointment of an administrator under the provisions of Part II of the Insolvency Act 1986, or shall be deemed by virtue of Section 123 of the Insolvency Act 1986 to be unable to pay its debts, then in each and every such case the Hire constituted by this Agreement shall ipso facto and without notice terminate and no payment subsequently accepted by the Company without knowledge of such termination shall in any way prejudice or affect the operation of this Condition 21.3.

22. Deposit

A deposit shall be paid in advance of the Delivery Date by the Customer in all cases where there is no authorised ledger account at such amount as specified in the Quotation. Such deposit will be held as security against the return of the Plant on the Date of Redelivery and, unless the Company agrees otherwise, no part of the deposit will be available to be set off against the Hire Charge which must be paid in terms of Condition 12 above or at such other intervals as may be required by the Company. On the Date of Redelivery, the deposit shall be refunded provided that the Company reserves the right to apply the deposit towards a repayment of any balance of the Hire Charge that may be due to the Company or any other sum that may be due by the Customer to the Company on any account whatsoever.

23. Offset of Hire Charge

The Hire Charge cannot be offset against the cost of purchasing the Plant on Hire, nor the cost of a new piece of plant. The Customer hereby waives all and any future claims and rights of set off against any instalment of Hire Charge or any payment due hereunder and agrees to pay the Hire Charge and other amounts hereunder regardless of any set off or crossclaim on the part of the Customer against the Company.

24. Force Majeure

Although the Company will use all reasonable endeavours to discharge its obligations under this Agreement in a prompt and efficient manner, it shall have no liability for any failure or delay caused by circumstances beyond its control.

25. Exclusion of Warranties

All common law or statutory warranties with regard to the Plant (except those expressly stated hereunder) are expressly excluded to the fullest extent permitted by law.

26. Governing Law

This Agreement shall be governed by and construed in accordance with Scots Law and the parties hereby submit to the exclusive jurisdiction of the Scottish Courts. Notwithstanding the foregoing, if the Customer is a company registered outside of the United Kingdom, then all disputes under or arising from this Agreement shall be referred to final and binding arbitration by a single arbitrator under the rules of the International Chamber of Commerce. Such arbitration shall be seated in Edinburgh, Scotland, United Kingdom and conducted in the English language.

Terms & Conditions of Sale

STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS AND/OR SERVICES

1. Application of Conditions

1.1 The Supplier shall supply and the Customer shall purchase the Goods and/or Services in accordance with the quotation or accepted order, which are subject to these Conditions.

1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2. Definitions and Interpretation

2.1 In these Conditions:-

"Business Day" means any day other than a Saturday, Sunday, bank holiday when banks in Edinburgh, UK are ordinarily open for business;

"the Customer" means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and/or Services is accepted by the Supplier;

“Commencement Date” means the commencement date for the Contract as set out in the quotation or accepted order;

"the Contract" means the contract for the purchase and sale of the Goods and supply of the Services under these Conditions;

“these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Supplier;

“the Delivery Date” means the date on which the Goods and/or Services are to be delivered as stipulated in the Customer's order and accepted by the Supplier;

“the Goods” means the goods which the Supplier is to supply in accordance with these Conditions;

“month” means a calendar month;

“the Services” means the Services to be provided to the Customer as set out in the quotation or accepted order;

“the Supplier” means Stratum Drilling Solutions Ltd, a company registered in Scotland under SC577178;

“Tax” means any tax, levy, impost, duty, charge or fee.

“writing” includes any communications effected by telex, facsimile transmission, electronic mail or any comparable means.

2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

3. Basis of Sale and Service

3.1 The Supplier's employees or agents are not authorised to make any representations concerning the specification and performance of Goods and/or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.

3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and/or Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. An order placed by the Customer may not be withdrawn cancelled or altered prior to acceptance by the Supplier and no contract for the sale of the Goods and/or Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and/or Services or has accepted an order placed by the Customer by whichever is the earlier of:-

a) the Supplier's written or verbal acceptance;

b) delivery of the Goods;

c) provision of the Services; or

d) the Supplier's invoice.

3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

4. Ordering Goods and/or Services

4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing or verbally by the Supplier's authorised employee.

4.2 When orders are placed verbally by telephone the Supplier reserves the right to record the telephone conversation. Other telephone conversations may be recorded for the purposes of training and customer service level monitoring.

4.3 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.

5. The Goods

5.1 The specification for the Goods shall be those set out in the Supplier's sales documentation unless varied expressly in the Customer's order (if accepted by the Supplier). The Goods will only be supplied in the standard units stated in the Supplier's price list. Orders received for non-standard units will be adjusted accordingly, illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.

5.2 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Supplier's specification, which do not materially affect their quality or performance.

5.3 Where the Goods agreed to be sold or any part thereof consist of any articles to be manufactured altered or worked upon by the Supplier in accordance with the design specification or instruction of the Customer, the Customer shall be deemed to warrant that any such article or the design or construction thereof shall not in any way infringe any intellectual prope rty rights, letters of patent or other protection in favour of any third parties and to indemnify the Supplier against all actions claims and demands which may be made against it by such third parties including any costs and expenses incurred by the Supplier in respect thereof.

5.4 In the event of any claim made against the Customer in respect of Goods supplied by the Supplier the Customer shall notify the Supplier immediately in writing and the Supplier shall be at liberty at its absolute discretion to conduct all negotiations for the settlement of any such claim or any litigation or proceedings that may arise therefrom and the Supplier shall be under no liability to the Customer in respect of any such claims save that the Customer is permanently prevented from using the Goods by reason of such claim the Supplier will accept a return of the Goods and will thereupon refund the Customer the purchase price thereof paid by the Customer less a fair proportion thereof for the benefit which the Customer may have derived from the use of the Goods whilst they remained in the Customer’s possession.

5.5 Where the Customer provides information, patterns, drawings or equipment for the purpose of the Supplier manufacturing Goods to the Customer’s specifications the Supplier shall be permitted to assume that the same are in all respects suitable and accurate and the Supplier shall have no responsibility if they are not in all respects suitable and accurate.

5.6 Unless otherwise stated all tests of Goods required by the Customer will be charged extra. All tests and inspections of Goods shall take place at the Suppliers premises and shall be final

6. The Services

6.1 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with clause 7 of these Conditions will provide the Services expressly identified in the quotation or accepted order or otherwise agreed under the Contract.

6.2 The Supplier will use reasonable care and skill to perform the services identified in the quotation or accepted order or otherwise agreed under the Contract.

6.3 The Supplier shall use all reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of these obligations.

6.4 Where the Services involve the Customer sending goods for repair to the Supplier, the Customer warrants that the goods are insured against fire, damage and theft. The Supplier will not be liable for any damage to or theft of the Customer’s goods sent for repair whilst on the Supplier’s premises or whilst in transit to and from the Supplier’s premises.

7. Price

7.1 The price of the Goods and/or Services shall be the price listed in quotation or accepted order current at the date of acceptance of the Customer's order or such other price as may be agreed in writing or verbally by the Supplier and the Customer.

7.2 Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier's price list the price quoted shall be valid for thirty days only or such time as the Supplier may specify at the time of quotation.

7.3 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture and delivery), any change in delivery dates, quantities or specifications for the Goods and/or Services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.

7.4 Except as otherwise stated under the terms of any quotation or accepted order and unless otherwise agreed in writing between the Customer and the Supplier, all prices are exclusive of the Supplier's charges for packaging and transport, unless they are explicitly specified in the quotation or accepted order.

7.5 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and/or Services, which the Customer shall be additionally liable to pay to the Supplier.

8. Payment

8.1 Unless otherwise stated in the quotation, acceptance and/or the Contract, all payments required to be made pursuant to the Contract by either party shall be made within 30 days of the date of the relevant invoice, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.

8.2 The Supplier reserves the right to charge the Customer a non-refundable deposit to be paid in advance in accordance with the quotation, acceptance and/or the Contract.

8.3 Unless otherwise agreed by the Parties, where Goods are to be delivered outside the United Kingdom, payment must be made against an irrevocable letter of credit confirmed by a Prime UK or US bank unless other payment or credit arrangements have been agreed in writing by the Supplier.

8.4 The time of payment shall be of the essence of these Conditions. If the Customer fails to make any payment on the due date in respect of the price or any other sum due under these terms and conditions then the Supplier shall, without prejudice to any right which the Supplier may have pursuant to any statutory provision in force from time to time, have the right to charge the Customer interest on a daily basis at an annual rate of six per cent above the base rate of the Bank of England from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.

8.5 All payments shall be made to the Supplier in pounds sterling (GBP) and as otherwise indicated on the form of acceptance or invoice issued by the Supplier.

8.6 The Customer shall make all payments under the Contract without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, the Customer shall, when making the payment to which the withholding or deduction relates, pay to the Supplier such additional amount as will ensure that the Supplier receives the same total amount that it would have received if no such withholding or deduction had been required.

9. Delivery and Performance

9.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the quotation or accepted order. If not stated in the quotation or acceptance, the delivery terms shall be EXW Supplier’s warehouse in Stirling, Incoterms® 2020.

9.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.

9.3 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon given written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provision of clause 11.1 of these Conditions risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.

9.4 If the Customer has not rejected the Goods within seven (7) days from the Delivery Date, then it shall be deemed to have formally accepted the Goods as being delivered within the terms of the Contract and the Customer shall not then be permitted to return the Goods otherwise than in accordance with the other provisions of the Contract.

9.5 The Supplier will not be liable in any circumstances for any consequential loss incurred by the Customer as a result of the Goods and/or Services not being delivered on the Delivery Date.

9.6 With effect from the Commencement Date the Supplier shall, in consideration of the amount(s) being paid in accordance with the quotation or accepted order will provide the services expressly identified in the schedule or otherwise agreed under the Contract.

10. Non-Delivery of Goods and/or Services

10.1 If the Supplier fails to deliver the Goods or Services and any of them on or before the Delivery Date other than for reasons outside the Supplier's reasonable control or the Customer's or its carrier's fault:-

a) if the Supplier delivers the Goods and/or Services at any time thereafter the Supplier shall have no liability in respect of such late delivery;

b) if the Customer gives written notice to the Supplier within thirty business days after the Delivery Date and the Supplier fails to deliver the Goods and/or Services within ninety Business Days after receiving such notice the Customer may cancel the order and the Supplier will not be liable for any additional costs incurred by the Customer in obtaining similar Goods or Services to those not delivered by the Supplier.

11. Risk and Retention of Title

11.1 Risk of damage to or loss of the Goods shall pass to the Customer at:

a) in the case of Goods to be delivered at the Supplier's premises, the time when the Supplier notifies the Customer that the Goods are available for collection;

b) in the case of Goods to be delivered otherwise than at the Supplier's premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods;

11.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.

11.3 Sub-clause 11.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all moneys owed to the Supplier, regardless of how such indebtedness arose.

11.4 Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.

11.5 In the event that the Customer sells or transfers the Goods to a third party before legal and beneficial title has passed to him under these Conditions, the proceeds of the sub-sale or transfer (or such proportion as is due to the Supplier) shall be held by the Customer on behalf of the Supplier. The Customer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on the Supplier’s behalf are identified as such.

11.6 If the Goods are manufactured into another form or are used in the process of manufacturing other goods, the Supplier shall acquire legal and beneficial title to the resulting goods, or a proportion of the title equal to the contribution made to the resulting goods by the Goods.

11.7 The Supplier may, in accordance with the provisions of the Companies Act 2006, register any charge created by these Conditions.

11.8 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain them property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.

11.9 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub- clause 11.4.

11.10 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if;

a) The Customer commits or permits any material breach of his obligations under these Conditions;

b) The Customer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with his creditors;

c) The Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

d) The Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

12. Assignment

12.1 The Supplier may assign the Contract or any part of it to any person, firm or company.

12.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

13. Defective Goods

13.1 If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery "condition and contents unknown" the Customer gives written notice of such defect to the Supplier within three Business Days of such delivery, the Supplier shall at its option:-

a) Replace or repair the defective Goods within thirty days of receiving the Customer's notice; or

b) refund to the Customer the price for the Goods which are defective; but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as aforesaid.

13.2 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier's sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.

13.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier's instructions (whether oral or in writing), misuse or alteration of the Goods without the Supplier's approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.

13.4 Goods, other than defective Goods returned under Conditions 13.1 or 13.2, returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier's sole discretion and without any obligation on the part of the Supplier.

13.5 Subject as expressly provided in these Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

13.6 The Customer shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer's failure to comply with this condition.

14. Customer's Default

14.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:-

a) cancel the order or suspend any further deliveries of Goods and/or Services to the Customer;

b) appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and

14.2 This condition applies if:-

a) the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or

b) the Customer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or

c) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or

d) the Customer ceases, or threatens to cease, to carry on business; or

e) the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

14.3 If Condition 14.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

15. Liability

15.1 Except in respect of death or personal injury caused by the Customer’s negligence, the Customer will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Customer’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and/or Services.

15.2 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, or its agent or employees.

15.3 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.

15.4 The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations if the delay or failure was due to any cause beyond the Supplier's reasonable control.

15.5 Subject to clause 15.1 of these Conditions, the Supplier's total liability to the Customer shall not exceed an amount equal to the purchase price set out in the quotation, acceptance and/or the Contract.

16. Communications

16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by electronic mail:

a) (in the case of communications to the Supplier) to its registered office or such changed address as shall be notified to the Customer by the Supplier; or

b) (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer.

16.2 Communications shall be deemed to have been received:

a) if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or

b) if delivered by hand, on the day of delivery; or

c) if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.

16.3 Communications addressed to the Supplier shall be marked for the attention of the Managing Director.

17. Force Majeure

17.1 In the event that either party is prevented from fulfilling its obligations under the Contract by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, national or global pandemic strike or lockout (subject to Sub-clause

17.2) the party shall not be deemed to be in breach of its obligations under the Contract. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.

17.2 Sub-clause 17.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.

17.3 Any event that results as a result of the invasion of Ukraine, COVID-19 or other pandemic, including any further restrictions imposed by any Government, that impacts the Supplier’s ability to perform its obligations under the Contract, whether or not deemed foreseeable at the Commencement Date shall constitute an event of Force Majeure under the Contract and the Supplier shall not be in breach of its obligations under the Contract for any failure to perform as a result of such event.

17.4 Each party shall be liable to pay to the other damages for any breach of the Contract and all expenses and costs incurred by that party in enforcing its rights under the Contract.

17.5 If and when the period of such incapacity exceeds 12 months then the Contract shall automatically terminate unless the parties first agree otherwise in writing.

18. Waiver

No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

19. Severance

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

20. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

21. Confidentiality

21.1 The Customer shall keep the information provided by the Supplier’s in the quotation, acceptance and/or Contract (“Confidential Information”) secret and confidential and shall not:

a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection

with the Contract; or

b) disclose such Confidential Information in whole or in part to any third party.

21.2 On expiry or termination of the Contract, the Customer shall return or destroy (at the Supplier’s sole discretion) all Confidential Information and shall erase (as far as reasonably practicable) all electronic copies of Confidential Information.

22. Governing Law and Jurisdiction

The Contract shall be governed by and construed in accordance with Scots Law and the parties hereby submit to the exclusive jurisdiction of the Scottish Courts. Notwithstanding the foregoing, if the Customer is a company registered outside of the United Kingdom, then all disputes under or arising from the Contract shall be referred to final and binding arbitration by a single arbitrator under the rules of the International Chamber of Commerce. Such arbitration shall be seated in Edinburgh, Scotland, United Kingdom and conducted in the English language.