TERMS & CONDITIONS

LEGAL NOTICE AND PRIVACY POLICY
LEGAL INFORMATION
Caliper Technologies SL, holder of Spanish Tax Identity Number (NIF) B09612862, is an entity, created and regulated by Spanish Act 7/1991 of 21 March, with offices at C/ Goiri 26, 28039, Madrid (Spain). The following paragraphs making up this legal notice and privacy policy document regulate the use of all the services and contents which Caliper Technologies SL makes available to users through its Internet domain https://www.calip-er.com and the various sites and contents located on its numerous subdomains (hereinafter calip-er.com). The present “Legal notice and privacy policy” was drafted in accordance with the provisions of the following regulations:
▪ [Spanish] Act 34/2002 on Information Society Services and Electronic Commerce (hereinafter LSSICE)
▪ EU Regulation 679/2016 of 27 April on General Data Protection (hereinafter GDPR)
▪ [Spanish] Royal Legislative Decree 1/2007 of 16 November, approving the revised text of the General Law on Defence of Consumers and Users and other complementary laws
▪ [Spanish] Act 7/1998 on General Contracting Conditions
▪ [Spanish] Articulo 10 Informacion General calip-er.com is protected, without any limitations, by the Laws on intellectual and industrial property of the Kingdom of Spain and applicable international treaties and conventions.

GENERAL CONDITIONS
1. ACCEPTANCE
By using or navigating the calip-er.com website, the user acknowledges full acceptance without reservation of the conditions of this legal notice, which may be modified by the Caliper Technologies SL at any time. Therefore, the user shall read this notice closely before each use of our sites. The use of certain services offered the users through calip-er.com may be regulated by terms and conditions, which depending on the case, replace, complete or modify this legal notice, so the user should therefore read and accept such terms and conditions when intending to acquire said services. Certain services offered by third parties collaborating with Caliper Technologies SL may likewise contain their own conditions, and in this case, the user should also read their terms and conditions carefully before using said services provided by third-party collaborators of Caliper Technologies SL.

2. TERMS AND CONDITIONS OF ACCESS AND USE
The services offered by Caliper Technologies SL at calip-er.com are, in principle and except where the contrary is stated, free of charge. Access to the services supplied through calip-er.com do not usually require prior user subscription or registration, although you may be requested to fill in the corresponding user registration form first in order to access certain services. The user name and password, if applicable, provided to the user by Caliper Technologies SL are identifying and enabling elements for access to its services and are personal and non-transferable. Caliper Technologies SL may make changes in the user name or password with sufficient advance warning. The user is committed to using the contents and services available through calip-er.com in accordance with this legal notice, or under the terms and conditions of services containing them, and according to law, morals, good customs and public order. Any user wishing to insert a hyperlink on his website to any caliper.com website page shall comply with the following conditions:
▪ It may not cause confusion with other potential users concerning the origin and property of the two websites, and therefore, the hyperlink must be inserted without shrinking Caliper Technologies SL website pages or any of their contents, nor create a frame containing them.
▪ The website on which the hyperlink is inserted may not contain false, untrue or illegal information or contents against the law, moral, good customs or public order or host contents against third-party rights.
▪ Insertion of the hyperlink shall in no case imply any relationship between Caliper Technologies SL and the owner of the website on which it is inserted nor acceptance or approval by Caliper Technologies SL of its contents or services. It therefore shall not declare or imply that Caliper Technologies SL has authorized the hyperlink or that it has supervised or assumed the services made available on the website on which such hyperlink may be inserted. Thus, Caliper Technologies SL authorizes the insertion of links or hypertext (hyperlinks) on other websites to any of the calip-er.com pages as long as they appear in a complete window and with the corresponding electronic address [URL]. Any rights not expressly granted remain reserved to Caliper Technologies SL or, if applicable, to the third-party owners of those rights.

3. INTELLECTUAL, INDUSTRIAL AND OTHER PROPRIETARY RIGHTS
All the content and elements which the user may have access to through calip-er.com, including, but not limited to: distinguishing signs and marks, elements, text, images, sound or audio-visual files of any kind in code format or in the form of computer or multimedia applications expressed in any code or language, etc., are subject to the intellectual property, industrial property or economic rights of content analogous to Caliper Technologies SL or third parties as applicable. In no case shall it be understood that permission for user access to caliper.com implies total or partial waiver, transfer, licence or cession of said rights by Caliper Technologies SL . Therefore, the access to such content or elements through calip-er.com does not grant users any right to them, nor may they alter, modify, exploit, reproduce, distribute or communicate them publically, or exercise any right corresponding to the owner of the right affected. Thus, the user has only the right to view and make copies, when allowed, of the contents for their exclusive and personal use, exercising these rights according to the principles of good faith and applicable legislation. Any infraction of these limitations on the use of or rights to the intellectual, industrial or other proprietary rights or of current law will be prosecuted by Caliper Technologies SL by taking legal actions as applicable. Any violation of the intellectual property rights corresponding to contributions created under the initiative or co-ordination of Caliper Technologies SL, owner of the rights which these contributions are derived from, will likewise be prosecuted.

4. DISCLAIMER OF WARRANTIES AND LIABILITY

4.1. FOR ITS FUNCTIONING
Caliper Technologies SL does not guarantee availability or continuity of calip-er.com, of its services or its contents, and therefore shall in no case be liable for damages of any kind which could be due to its lack of availability or continuity, or failures in access to its various websites from which any services are provided.

4.2. FOR ITS CONTENT AND SERVICES
Caliper Technologies SL does not guarantee the use of calip-er.com or of its spaces on other internet platforms for any activity in particular, or the suitability of its contents and services for particular purposes, and therefore, the user is solely and exclusively liable for the use of any information, contents and services. Contents included in sites and blogs of Caliper Technologies SL and other Internet spaces on its various social media platforms are provided by Caliper Technologies SL in good faith with information proceeding from both internal and external sources. Based on this circumstance and the large amount of information made available to the user in its several different Internet spaces, the Caliper Technologies SL cannot guarantee it to be absolutely reliable, accurate and up-to-date, even though it uses its best efforts for their achievement. Likewise, in spite of carefully applying the best preventive measures existing, neither can it guarantee the absolute absence of viruses or other damaging components on its Web pages or the servers which provide them. Furthermore, according to Article 16 of the [Spanish] LSSICE, the Caliper Technologies SL shall not be held directly or subsidiarity liable for any of its content, information, communication, opinion or manifestation of any kind coming from external sources and communicated, spread, transmitted or exhibited on its Internet spaces (sites, blogs, social media platform pages, etc.). It also sets these basic rules for the publication of content from external sources on participatory Caliper Technologies SL Internet spaces:
1. No text whatsoever containing insults, defamation, threats or harassment of any person or institution, or obscene, racist or xenophobic expressions shall be admitted.
2. No contents promoting illegal activities or inciting to violence shall be permitted.
3. No comments or contents from external sources which are directly or indirectly advertising or promotional for a product or brand shall be admitted. This is without detriment to what may be established for its sponsors in Caliper Technologies SL sponsorship programmes.
4. No messages, comments or contributions interrupting or disrupting conversation shall be admitted.
5. Repeated or reiterated messages or any including repetitions or reiterations of characters shall be considered annoyances, and contents which are sent by computerized robots for the purpose of ‘generating noise’ or which may be considered ‘spam’ shall also be eliminated. calip-er.com makes available to its users a multitude of links to websites belonging to or managed by third parties of which Caliper Technologies SL is neither the owner nor has any binding relationship with. Therefore, Caliper Technologies SL shall not be held responsible for control or surveillance of third-party content, nor shall it assume any direct or subsidiary liability for said websites, their contents or their services.

4.3. FOR USE MADE OF THE SITE BY ITS USERS

Caliper Technologies SL cannot control the use the users may make of its sites, services or their content, and therefore shall not be held liable for damages of any kind which may be due to the use which users make of them. Thus, the user shall be solely and exclusively liable for any legal, judicial or economic damages which could be derived from the use of Caliper Technologies SL digital spaces. And therefore, the user expressly exonerates Caliper Technologies SL of any liability which could be charged to it for damage to third parties from the use of any product, service, content or tool provided on calip-er.com. The users are solely and exclusively liable for their identification passwords and access to calip-er.com. Caliper Technologies SL may not be held liable for improper use of such access passwords or of the consequences of any type derived from user misuse, loss or forgetting or use by unauthorized third parties.

5. DATA PROTECTION
In accordance with the provisions of (EU) 679/2016 General Data Protection Regulation and current legislation, Caliper Technologies SL informs its users of its data protection policy for them to decide freely and voluntarily whether they wish to provide the personal data which may be requested of them for subscribing or unsubscribing to some services offered on calip-er.com or its subdomains. Except in the fields where stated the contrary, answers to questions about personal data is voluntary. Caliper Technologies SL reserves its right to modify this policy to adapt it to novelties or legislative and legal demands and industrial good practice, keeping legitimate consumer or user interests in mind at all times. Certain services provided on calip-er.com may contain terms and conditions concerning personal data protection.

5.1. CONFIDENTIALITY IN AUTOMATED PROCESSING OF USER’S PERSONAL DATA
The personal data acquired through Caliper Technologies SL sites shall be processed confidentially according to the provisions of the GDPR. Caliper Technologies SL, with offices at C/ Goiri 26, Sotano, 28039 Madrid (Spain), is the controller of the personal data processing mentioned above. As Caliper Technologies SL is affiliated with the [Spanish] Ministry of Foreign Affairs [Ministerio de Asuntos Exteriores, Unión Europea y de Cooperación], the Data Protection Officer is identified as the [Spanish] Ministry of Foreign Affairs, General Service Inspection (info@calip-er.com). Caliper Technologies SL shall provide users with adequate technical resources for them to access this personal data protection policy notice or any other relevant information, and may give their informed consent so that Caliper Technologies SL can proceed to process the personal data of its users. Such user acceptance of processing their personal data may always be revoked, although not retroactively so.

5.2. PURPOSE AND LAWFULNESS OF PERSONAL DATA PROCESSING
Processing of personal data is at all times requested for the purpose of management, administration, provision, expansion and improvement of the services offered by Caliper Technologies SL; the quantitative and qualitative study of visits and use made of its services by users; and sending by traditional or electronic media information, whether commercial or other, related to the functions of Caliper Technologies SL and its collaborators following concrete parameters selected by users in the forms or registration filled out by them. The legal basis for processing, which shall be adequately informed on every data collection form, shall be a service contract, or the consent of the interested party when necessary. The user assures that he/she is of legal age or legally emancipated, or otherwise, has the permission of parents or guardian to access our pages, as well as the truth and authenticity of the information given on the various forms or user registration, and is committed to keeping this information updated.
Users are not obligated to receive the abovementioned information or survey forms if they so indicate in the ways provided for the purpose by Caliper Technologies SL, whether on the subscription form for services offered or in writing or directly by the procedure given on each communication sent. If the user provides data for third parties, Caliper Technologies SL cannot be held responsible for complying with the principles of information and consent, and therefore, the user shall be the one to ensure that the data subject has been previously informed and consented to such data being communicated. Caliper Technologies SL may send communications referring to its own products or services, or those of collaborators, similar to those which were originally subject of authorisation by the user, without having to request permission or express application. However, the user, in all cases, shall have the means to object to receiving this type of communications.

5.3. DATA ADDRESSEES
Personal data may not be transferred or communicated to third parties except in such cases as may be necessary for the development, control and compliance with the purposes expressed above, in the cases provided for by law. Furthermore, we inform users that certain data, within the framework of current legislation or their contractual relationship with Caliper Technologies SL may be communicated to:
1. Government authorities when so stipulated by current legislation
2. [Spanish] National security forces and corps by virtue of the stipulations of current legislation
3. Banks and financing entities for collecting payment of services offered
4. Institutions collaborating with Caliper Technologies SL, when said communication is required by regulation or for the execution or performance of the corresponding services or activities. User acceptance for transferring data to third parties may always be revoked, but not retroactively so.

5.4. DATA STORAGE
Caliper Technologies SL shall store personal data of the interested party for the minimum time necessary. The information shall be stored while the contractual relationship lasts, until the user revokes consent or exerts the right of erasure, and later during the periods legally provided for by law.

5.5. RIGHTS OF THE INTERESTED PARTY
The interested party may exercise the right to access, rectification, removal, opposition, data portability and restriction of processing by addressing such request by e-mail to info@calip-er.com. Caliper Technologies SL has forms available for exercising such rights which may be requested by email to info@calip-er.com, or use those drafted by the Spanish Data Protection Agency or third parties. These forms must bear an electronic signature or be accompanied by a photocopy of the Spanish National Identity Card Number (DNI). If acting through a representative, it must also be accompanied by copy of the DNI or electronic signature. The interested party has the right to make a claim to the Spanish Data Protection Agency if he/she believes his/her rights have not been properly dealt with. The user authorizes use of his/her personal data when required by the competent government authorities or by legal mandate. In no case shall Caliper Technologies SL make use of the personal data of its users for purposes other than those mentioned above without prior warning and shall give reasonably sufficient advance notice for the user to object.

5.6. USE OF «COOKIES» AND ACTIVITY FILE
Caliper Technologies SL may use cookies when users browse through calip-er.com websites and pages with a Web server to record their activities in the site without providing any personal data. Users may configure their browser to receive notice of reception of such cookies. They may also impede installation of this type of file in their computers for which they must see their browser’s instructions for use.

5.7. SAFETY MEASURES
In accordance with the principle of proactive responsibility, Caliper Technologies SL shall adopt adequate technical and organisational measures in its information system to guarantee the safety and confidentiality of stored data, thereby avoiding their alteration, loss, processing or unauthorized access, bearing in mind the state of the art, the application costs and the nature, scope, context and purposes of processing as well as the variable likelihood and severity associated with each process.

6. DURATION AND SUSPENSION OF SERVICES
Provision of services and making the contents of calip-er.com available to the public has, in principle, indefinite duration. Caliper Technologies SL, however, is authorized to eliminate, terminate or suspend any of the services or contents of its sites at any time. When reasonably possible, Caliper Technologies SL, shall give prior notice of the termination or suspension of provision of its services. Caliper Technologies SL may withdraw or suspend at any time and without prior notice provision of services to those users not complying with the stipulations of this legal notice or the terms and conditions of a certain service.

7. APPLICABLE LAW AND JURISDICTION
This legal and privacy notice is governed by the Spanish Law and is written in Spanish. Should any controversy would be derived from the use of the services of calip-er.com and the user, with express waiver of their own jurisdiction, it shall be submitted to the courts and tribunals of Madrid.

INSCRIPTION IN THE MERCHANT REGISTRY OF MADRID
56882 - CALIPER TECHNOLOGIES SL. Constitución. Comienzo de operaciones: 12.01.22. Objeto social: - Actividades de diseño industrial. Se excluyen del objeto social aquellas actividades que, mediante legislación específica, son atribuidas con carácter exclusivo a personas o entidades concretas o que necesiten cumplir requisitos que la sociedad no cumpla. .. Domicilio: C/ GOIRI 26 - SOTANO (MADRID). Capital: 3.000,00 Euros. Declaración de unipersonalidad. Socio único: BAIRD QUINNER WILLIAN MATISSE. Nombramientos. Adm. Unico: BAIRD QUINNER WILLIAN MATISSE. Datos registrales. T 43004 , F 140, S 8, H M 760076, I/A 1 ( 1.02.22).

TERMS AND CONDITIONS OF SALES
1. DEFINITIONS
In these terms, «Seller» means the seller of the Goods as defined herein; «Buyer» means the entity purchasing the Goods, including any successors thereof; «Goods» means the goods, products, services and/or materials manufactured, imported, supplied and/or delivered for or by Seller to Buyer; «Contract» means the contract concluded by Seller and Buyer for the supply of Goods either as specified in the Seller’s pertinent invoice or as otherwise contemplated therein, whether expressly or impliedly, including by actual acceptance of the Goods by Buyer and/or by any payment therefor, whereby it is expressly agreed that the conclusion of which shall be deemed to constitute full consent to performing all transactions contemplated thereby on the sole and exclusive basis of these General Terms and Conditions, unless otherwise confirmed in writing by Seller.

2. PAYMENT
Unless otherwise specifically agreed in writing, payment for Goods shall be due on or prior to the delivery date of Goods and no discount may be taken. Payments received after the due date specified in the invoice shall bear a service charge which will accrue from the due date whether inscribed on the relevant invoice or otherwise agreed, at the maximum lawful interest rate applicable, and if none – at the annual rate of 5% above the base rate (as of the due date of the relevant payment) of the central bank of the place of Buyer’s incorporation. All payments shall be made to Seller’s designated bank account in the same currency and for the same amounts as specified in the Seller’s pertinent Invoice.

3. PRICES, DUTIES AND TAXES
Unless otherwise specifically agreed in writing, prices set in Seller’s pertinent invoice are net, excluding packaging, and shall be deemed Exworks. Prices are based, inter alia, on production costs for supplies, labor, deliveries, duties and services current on the order date. In the event of material increase in any such costs, Seller reserves the right to either adjust the prices for Goods accordingly, or to cancel any certain part of the sales relating to undelivered Goods. Duties, taxes, fees, levies and other compulsory payments applicable to the sale of Goods at any time, as well as freight, express, insurance and delivery charges, shall all be borne and paid in full by Buyer, unless otherwise expressly confirmed in writing by Seller.

4. DELIVERY
Any delivery dates noted on the Seller’s pertinent Invoice are subject to reasonable adjustment. The acceptance of shipment by a common carrier or by any licensed public truckman shall constitute proper delivery. Risk associated with the Goods shall pass to Buyer on delivery, upon any collection of the Goods by the Buyer or with the passing of title in the Goods, whichever occurs first; provided however, that where delivery is delayed due to circumstances caused by or within the responsibility of Buyer, risk of loss shall pass to Buyer upon Seller’s notification that Goods are ready for dispatch. Unless otherwise specified in writing in the Seller’s pertinent invoice or Contract, all charges, expenses or taxes associated with the delivery shall be paid by the Buyer.

5. RETENTION OF TITLE
Title shall pass to Buyer only upon full payment by Buyer of the price of the Goods and following all other outstanding debt payable by Buyer to Seller (if any). Buyer shall, at Seller’s request, take any measures necessary under applicable law to protect Seller’s title in the Goods, and lawfully notify Buyer’s present or potential creditors of Seller’s title on and interest in the Goods. Buyer acknowledges that so long as title has not been transferred in the Goods, it holds the Goods as bailee and fiduciary agent for the Seller and shall safely and securely store and keep the Goods separate and in good condition, clearly showing the Seller’s ownership of the Goods and shall respectively record the Seller’s ownership of the Goods in its books. Notwithstanding the above, Buyer may use Goods for its own use, or sell Goods, as fiduciary agent for the Seller, to a third party in the normal course of business by bona fide sale at market value, whereby proceeds of such storage, usage or sale of Goods, as the case may be, shall, to the extent of the amount being owed by Buyer to Seller at the time of receipt of such proceeds, be held by Buyer on trust for Seller and specifically ascertained, until payment in full for all payable debts by Buyer to Seller.

6. WARRANTY
a) Seller warrants that Goods sold hereunder meet their descriptions or specifications, subject to use, storage and application thereof in accordance with and based on Seller’s standard tolerances, instructions of use and recommendations.
b) Unless otherwise restricted by mandatory applicable law, THE WARRANTY SET FORTH HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR USE AND FOR PURPOSE, ANY ADVICE AND RECOMMENDATION AND ANY OBLIGATIONS OR LIABILITIES WHICH MAY BE IMPUTED TO SELLER, ANY AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED, DENIED AND EXCLUDED. BUYER EXPRESSLY AGREES THAT NO WARRANTY THAT IS NOT SPECIFICALLY STATED IN THIS AGREEMENT WILL BE CLAIMED OR OTHERWISE ADHERED TO BY BUYER AND/OR BY ANYONE ACTING ON BUYER’S BEHALF AND/OR BY ANYONE DERIVING THE LEGALITY OF ITS CLAIM FROM BUYER, NOR THAT WILL ANY SUCH WARRANTY BE VALID. SELLER NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, USE OR HANDLING OF ANY AND ALL GOODS SPECIFIED OR CONTEMPLATED BY THIS CONTRACT. NO WARRANTY IS MADE WITH RESPECT TO ANY OF THESE GOODS WHICH HAVE BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, IMPROPER CARE, IMPROPER STORAGE, IMPROPER MAINTENANCE, ABUSE OR MISUSE.

7. LIABILITY
a) Unless the Seller shall within 30 days after delivery of the Goods, receive from the Buyer written notice of any matter or thing by reason whereof it is alleged that Goods are not in accordance with the Contract, Goods delivered shall be deemed to have been supplied, delivered and accepted in all respects in full conformity with the Contract and the Buyer shall be entitled neither to reject the same nor to raise any claim for damages or for other remedy in respect of any alleged negligence and/or breach of warranty and/or any condition.
b) In any claim, brought subject to the conditions above, Buyer must prove to the satisfaction of Seller that it followed Seller’s instructions for use, care, storage, maintenance, handling and application of the Goods.
c) Unless otherwise specifically restricted by mandatory applicable law, Seller’s liability under any claim and in connection with any possible allegation, whether based on negligence, contract, or any other cause of action, shall be limited to either (i) the replacement of the Goods or the supply of equivalent goods; (ii) the repair, or payment of the cost of repair, of the Goods; or (iii) credit in an amount equal to the purchase price specified in Seller’s pertinent invoice, or in an amount of equivalent goods, all at Seller’s sole option. Buyer acknowledges that the remedy available to him as specified herein, is in lieu of any remedies that may be otherwise available to him, now or in the future, whether in law or in equity, relating to any loss or damage, whether directly or indirectly, arising from the purchase and/or the use of Goods, including without limitation, any actual or contingent damages, loss of production, loss of profit, loss of use, loss of contracts or any other consequential or indirect loss whatsoever, whether pecuniary or non-pecuniary. Should any limitation on Seller’s liability hereunder be held ineffective under applicable law, then Seller’s liability shall in any event be limited to the minimum amount of damages to which Seller may limit its liability, where such is greater than the purchase price as specified in Seller’s pertinent invoice.
d) Buyer, for himself and for any other party which may claim either under or through Buyer, or independently of Buyer, including Buyer’s employees, directors, officers, representatives, affiliates and personnel, shall indemnify and hold Seller harmless, from and against any claim or liability for damages for negligence including but not limited to, any claim in connection with the design, manufacture, use, care, storage, delivery, application or maintenance of any Goods sold hereunder, whether alleged to have been committed by Seller or by any other person whatsoever. Buyer’s undertaking as specified in these subsection 7(c) and 7 (d) shall extend and inure to the benefit of Seller and of Seller’s successors at any time, as well as to Seller’s affiliates, personnel, representatives, managers, directors and officers. Nothing contained herein shall take effect to exclude or limit liability where liability may not be excluded or limited under applicable law, including, without limitation, for death, personal injury and fraudulent misrepresentations.
e) Any and all warranties, undertakings, guarantees or assurances provided herein by Seller, are specifically limited to Buyer herein, and not imputed by Seller, whether directly or indirectly, expressly or impliedly, to any other person or entity, including any subsequent buyer or user, bailee, licensee, assignee, employee and agent of Buyer.

8. DEFAULT
Upon failure of Buyer to pay any amounts due to Seller, or in the event of any breach or anticipated breach by Buyer of any Contract with Seller, or if Buyer shall either (i) become insolvent, (ii) call a meeting of its creditors, or (iii) make any assignment for the benefit of creditors, or if (iv) a bankruptcy, insolvency, reorganization, receivership or reorganization proceeding shall be commenced by or against Buyer, then, in each such occasion, Seller may, at its sole discretion, opt to (1) cancel this and any other Contract with Buyer (without waiving any of Seller’s rights to pursue any remedy against Buyer); (2) claim return of any Goods in the possession of Buyer, the title of which has not passed to Buyer; (3) defer any shipment hereunder; (4) declare forthwith due and payable all outstanding bills of Buyer under this or any Contract; and/or (5) sell all or part of the undelivered Goods, without notice at public and/or on private sale, while Buyer shall be responsible for all costs and expenses of such sale and be liable to Seller for any shortfall in the discharge of the amounts due to Seller.

9. INDEPENDENT DELIVERY
Each delivery of Goods shall (without prejudice to Seller’s rights under clause 8 hereinabove) be considered a separate contract and the failure of any delivery shall not vitiate any contract as to deliveries of other Goods and payment therefor.

10. CANCELLATION
Orders manufactured in whole or in part, pursuant to Buyer’s specifications, may not be cancelled except with Seller’s prior written consent, on terms which will compensate Seller for any resulting losses.

11. NO-ASSIGNMENT
No rights or obligations of Buyer arising out of this Contract may be assigned without the express prior written consent of Seller.

12. FORCE MAJEURE
Should Seller be prevented from effecting deliveries of the Goods or any of them by reason of either an act of god, insurrection, riot, war hostilities, terror attacks, warlike operations, piracy, arrests, restraints or detainments by any competent authority, strikes or combinations or lock- out of workmen, fire, floods, droughts, earthquakes, permanent or temporary delay or inability to obtain labor, material or services through Seller’s usual and regular sources, or any other circumstances (whether of a nature similar to those specified, or not) beyond the absolute control of the Seller, then, in each such cases, the obligation of the Seller to effect deliveries hereunder shall be suspended until after such prevention shall cease to continue. Should any deliveries under this Contract be suspended under this clause for more than 90 days – either party may withdraw from this Contract and be relieved from any liability; provided however, that Buyer shall nevertheless accept delivery and pay for such Goods once the Seller is able to deliver in accordance with the period(s) of shipment named in this Contract. Seller shall not be liable for, and be relieved from, any loss or damages of any kind resulting from the causes mentioned herein above.

13. ADVICE
Any provisions specified or implied by herein or elsewhere notwithstanding, any advice, recommendation, information, assistance or service provided by Seller in relation to the Goods or in respect of their use or application is given in good faith, shall be deemed accepted by Buyer without imputation of any liability to Seller, and it shall be the responsibility of Buyer to confirm the accuracy and reliability of the same in light of the use of which Buyer makes or intends to make of the Goods.

14. ENTIRE AGREEMENT
This Contract merges and incorporates the entire and exclusive terms and conditions for sale of the Goods. Nothing specified in, or referred to by, any other document, record or instrument whatsoever, which relates to and/or which otherwise subsists in connection with the sale of Goods herein, whether expressly or impliedly, including any written order, request or other standard or specific terms of any entity, shall or may be interpreted to attribute to Seller and/or to Seller’s affiliates or representatives (i) any liability, obligation, commitment and/or undertaking, and/or (ii) any waiver in connection with or of any right, whether contractual, proprietary, inpersonam and/or equitable, including but not limited to, any and all intellectual property rights in connection with the Goods, which are and shall always remain in the Seller’s exclusive and complete ownership under all circumstances whatsoever, notwithstanding any sale of Goods hereunder and whether the Goods shall be standard Goods or manufactured to a specific order. The Buyer shall refrain at all times and for whatever purpose from infringing, contesting, disputing or questioning such rights, patents, trademarks, titles or interests, nor shall it aid or allow others to do so, regardless of whether directly or indirectly. Buyer shall not advertise, present or publish the fact that Seller has contracted with Buyer, nor shall use Seller’s name, Seller’s Goods and/or any other information or materials relating to the Seller in any advertisement, publication, brochure or website, without the prior approval of Seller. No modification or waiver of any provision hereof shall become valid and effective except upon a written instrument duly signed beforehand by Seller. No waiver by either party of any default of the other party shall be deemed a waiver of any subsequent or other default.

15. LAW AND ARBITRATION
This Contract shall be governed by and construed in accordance with the laws of the jurisdiction of Seller’s incorporation and excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Any dispute arising out of or in connection with this Contract shall be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce («ICC»), as shall be in effect from time to time. The arbitration shall be held at such location in the state of Seller’s incorporation as shall be determined by Seller, in its sole discretion. The arbitrator shall be mutually appointed by Seller and Buyer within 21 (twenty one) days following a written demand for arbitration by either of the parties. Failing to reach an agreement regarding the nomination of an arbitrator, the head of the relevant ICC national committee (located in the Seller’s country of incorporation; and absent such local committee in that specific country – the ICC UK Committee (https://iccwbo.uk/)), shall appoint an arbitrator at the request of any of the parties, a copy of which request for the appointment of an arbitrator shall be provided by the requesting party to the other party. Awards may be enforced in accordance with the 1958 New York Convention and judgment may be entered upon any award in any court having jurisdiction over the parties and/or their assets. The arbitrator’s fees shall be paid by both parties in equal parts, unless otherwise determined by the arbitrator. This provision shall survive any termination of any of the terms and conditions herein, and shall be deemed to constitute an independent arbitration agreement between Buyer and Seller for all purposes and intents. Each party undertakes to ensure that any and all transactions and/or actions performed pursuant to this Contract and/or otherwise in connection with the Seller’s products, shall be conducted in a fully transparent and lawful manner and properly reported to all relevant authorities. Each party represents on its own behalf and on behalf of any representative, that (i) it will act at all times in strict compliance with all applicable rules and regulations, including but not limited to anti-money laundering measures, tax rules, customs regulations and any other legal financial directions and obligations, as well as any trade restrictions, international sanctions and other legal obligations as imposed by the relevant authorities from time to time; and (ii) it has not and will not offer, promise, give, authorize, solicit or accept any action which may be directly or indirectly bring to the payment, extortion or solicitation of bribes, kickbacks or any other improper payments, the obtaining of any undue advantage of any kind, the facilitation of undue influence on decision making by any third party, the laundering and/or concealing and/or disguising the true origin of funds and products, any other corrupt acts or other acts designed to evade, bypass or circumvent the application of laws, sanctions or other authority decisions, which are in any way connected and relevant to this Contract or to the cooperation between the parties.

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TYRELL WINSTON TROPHY