TERMS & CONDITIONS PURCHASE

Definitions and interpretation

1.1 In these Conditions the following definitions apply:

Acceptance Conditions has the meaning given in clause 7.2;

Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;

Bribery Laws means all Applicable Laws in connection with bribery or anti-corruption;

Business Day means a day other than a Saturday, Sunday or bank or public holiday in Zurich, Switzerland;

Conditions means MACH2’S terms and conditions of purchase set out in this document;

Confidential Information means any commercial, financial or technical information, information relating to the Goods, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Contract means the agreement between the Supplier and MACH2 for the sale and purchase of Goods incorporating these Conditions and the Order, and including all its schedules, attachments, annexures and statements of work;

MACH2 means the buyer of the goods specified in the Order, being either MACH2TECHNOLOGY AG (registered in Switzerland with registered no. CHE113766342) of Chännelmattstrasse 9, c/o CORE Treuhand AG, 3186 Düdingen, Switzerland or MACH2TECHNOLOGY LIMITED (registered in England & Wales with registered No. 16364600) of 71-75 Shelton Street, London, WC2H 9JQ, United Kingdom;

Documentation means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Goods;

Force Majeure means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract;

Goods means the goods and related accessories, spare parts and Documentation and other physical material set out in the Order and to be supplied by the Supplier to MACH2 in accordance with the Contract;

Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in software, rights in goodwill, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

(a) whether registered or not,

(b) including any applications to protect or register such rights,

(d) whether vested, contingent or future,

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing;

IPR Claim has the meaning given in clause 12.1.1;

Location means the address or addresses for delivery of the Goods as set out in the Order;

MSA Offence has the meaning given in clause 11.1.1;

Order means the order for the Goods from the Supplier placed by MACH2 as set out in MACH2’s purchase order;

Price has the meaning given in clause 3.1;

Specification means the description, any samples, or Documentation provided for the Goods and their packaging set out or referred to in the Contract;

Supplier means the named party in the Contract who has agreed to sell the Goods to MACH2 and whose details are set out in the Order;

Supplier Personnel means all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and

VAT means value added tax or any other similar sale or fiscal tax applying to the sale of the Goods.

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.3 a reference to a 'party' includes that party's personal representatives, successors and permitted assigns;

1.2.4 a reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns;

1.2.5 a reference to a 'company' includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6 a reference to a gender includes each other gender;

1.2.7 words in the singular include plural and vice versa;

1.2.8 any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.9 a reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form;

1.2.10 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract;

1.2.11 a reference to legislation includes all subordinate legislation made from time to time under that legislation.

2. Application of these conditions

2.1 These Conditions apply to and form part of the Contract between the Supplier and MACH2. They supersede any previously issued terms and conditions of purchase or supply.

2.2 The terms of any written and signed sales or other applicable agreement between the Supplier and MACH2 take precedence over these Conditions and the Order, and the terms of the Order take precedence over these Conditions. Save as aforesaid, no variation to these Conditions or to an Order to to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of MACH2 and the Supplier respectively.

2.3 No terms or conditions endorsed on, delivered with, or contained in the Supplier's quotation, sales conditions, confirmation of order, specification or other document shall form part of the Contract except to the extent that MACH2 otherwise agrees in writing.

2.4 Each Order by MACH2 to the Supplier shall be an offer to purchase Goods subject to the Contract including these Conditions.

2.5 An Order may be withdrawn or amended by MACH2 at any time before acceptance by the Supplier. If the Supplier is unable to accept an Order, it shall notify MACH2 in writing promptly.

2.6 Acceptance of an Order by the Supplier shall occur when it is expressly accepted by the Supplier or by any other conduct of the Supplier which MACH2 reasonable considers is consistent with acceptance of the Order.

3. Price

3.1 The price for the Goods shall be as set out in the Order or, where no such provision is set out, shall be calculated in accordance with the Supplier's scale of charges as advised by the Supplier and received and acknowledged by MACH2 before the date the Order is placed (Price). No increase in the Price may be made by the Supplier after the Order is place by MACH2.

3.2 All Prices are fixed and the Price includes packaging, delivery, unloading, unpacking, shipping, carriage, insurance and all other charges or taxes related to the Goods unless otherwise provided by the Order (including pursuant to any Incoterm specified in the Order).

4. Payment

4.1 The Supplier shall invoice MACH2 for the Goods on or after delivery of the Goods or, if later, MACH2's acceptance of the Goods.

4.2 MACH2 shall pay each validly submitted and undisputed invoice of the Supplier within 30 days following the end of the calendar month of receipt.

4.3 Without prejudice to any other remedy, MACH2 shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Supplier in accordance with clause 28.1.

4.4 Where applicable, VAT shall be charged by the Supplier and paid by MACH2 at the relevant rate at the time the invoice was issued.

5. Cancellation

5.1 MACH2 shall have the right to cancel the Order for the Goods or for any part of the Goods which have not yet been delivered to MACH2.

5.2 In relation to any Order cancelled or part-cancelled under clause 5.1, on receipt of validly issued and properly documented evidence, MACH2 shall pay for:

5.2.1 that part of the price which relates to the Goods which at the time of cancellation have been delivered to, manufactured and ready for delivery to and/or in transit to MACH2; and

5.2.2 the costs of materials which the Supplier has purchased to fulfil the Order for the Goods which cannot be used for other orders or be returned to the Supplier's supplier of those materials for a refund.

5.3 To the maximum extend possible, the Supplier shall mitigate all costs relating to the Order immediately upon receipt of cancellation under this clause 5.

6. Delivery

6.1 The Goods shall be delivered by the Supplier, or its nominated carrier, to the Location on the date(s) specified in the Order.

6.2 The Goods shall be deemed delivered on arrival at the Location by the Supplier or its nominated carrier (as the case may be), or, if different, in accordance with the Incoterm specified in the Order.

6.3 The Goods shall not be delivered by instalments unless otherwise specified in the Order.

6.4 Each delivery of the Goods shall be accompanied by a delivery note stating:

6.4.1 the date of the Order;

6.4.2 the relevant MACH2 and Supplier details;

6.4.3 the product numbers and type and quantity of Goods in the delivery;

6.4.4 any special handling and other instructions; and

6.4.5 any additional information requested by MACH2 as set out in the Order.

6.5 Time of delivery is of the essence. If the Supplier fails to deliver any of the Goods by the date specified in the Order, MACH2 shall (without prejudice to its other rights and remedies) be entitled at MACH2s sole discretion;

6.5.1 to terminate the Contract in whole or in part;

6.5.2 to purchase the same or similar Goods from another supplier;

6.5.3 to refuse to accept the delivery of any more Goods under the Contract;

6.5.4 to recover from the Supplier all costs and losses resulting to MACH2 from the filature in delivery, including the amount by which the price payable to MACH2 to acquire those Goods from another supplier exceeds the price payable under the Contract and any loss of profit; and

6.5.5 all or any of the foregoing.

7. Acceptance, rejection and inspection

7.1 MACH2 shall not have accepted, or be deemed to have accepted, the Goods until he Acceptance Conditions are fulfilled and MACH2 has notified confirmation of such to the Supplier in writing.

7.2 The 'Acceptance Conditions' are that:

7.2.1 the Goods and delivery note have been delivered to or at the Location;

7.2.2 all pre-delivery and post-delivery acceptance tests and inspections have been completed to the satisfaction of MACH2 at its sole discretion acting reasonable; and

7.2.3 MACH2 has notified the Supplier in writing that the Goods have been delivered in full compliance with the Order and the Conditions of the Contract including this clause 7.

7.3 MACH2 shall be entitled to reject any Goods which are not in full compliance with the terms and conditions of the Contract. Any acceptance of defective, late or incomplete Goods or any payment made in respect thereof, shall not constitute a waiver of any of MACH2's rights and remedies, including its right to reject.

7.4 If the Goods are rejected due to the volume of the Goods exceeding the tolerances (if any) specified in the Order, the Supplier shall promptly and at its own cost arrange for redelivery of the correct volume.

7.5 Any rejected Goods may be returned to the Supplier by MACH2 at the Supplier's cost and risk. The Supplier shall pay to MACH2 a reasonable charge for storing and returning any of the Goods over-delivered or rejected.

7.6 MACH2 may require pre-delivery and/or post-delivery acceptance tests to be performed or to be carried out, at MACH2's option, either by MACH2 or the Supplier, and the results of the tests shall be made available to MACH2.

7.7 MACH2 may inspect and test the Goods during manufacture or processing prior to despatch, and the Supplier shall provide MACH2 with access to use of all facilities reasonably required.

7.8 Any inspection or testing of the Goods shall not be deemed to be acceptance of the Goods nor a waiver of any of MACH2's other rights and remedies, including its right to reject.

7.9 The rights of MACH2 in this clause 7 are without prejudice to MACH2's other rights and remedies under the Contract, including those under clause 9.

8. Title and risk

8.1 Risk in the Goods shall pass to MACH2 on the later of:

8.1.1 delivery of the Goods to MACH2 as set out in clause 6; or

8.1.2 MACH2's acceptance of the Goods as set out in clause 7.

The Supplier shall unload the Goods in accordance with MACH2's directions and at the Supplier's risk.

The provisions of this Clause 8.1 shall not apply to the extent inconsistent with any Incoterm specified in the Order.

8.2 Title to the Goods shall pass to MACH2 on the sooner of:

8.2.1 payment by MACH2 for the Goods under clause 4; or

8.2.2 delivery of the Goods to MACH2 under clause 6.

The provisions of this Clause 8.2 shall not apply to the extent inconsistent with any Incoterm specified in the Order.

8.3 The passing of title shall not prejudice any other of MACH2's right and remedies, including its right to reject.

8.4 The Supplier and no other person shall a lien on, right of stoppage in transit, or other rights in or to any Goods title to which has vested in MACH2, or any specifications or materials of MACH2, and the Supplier shall ensure that relevant third parties accept the exclusion of such lien and rights.

8.5 The Supplier warrants and represents that it:

8.5.1 has at the time the Contract is made full, clear and unencumbered title to the Goods, and the full, clear and unencumbered right to sell and deliver them to MACH2; and

8.5.2 shall hold such title and right to enable it to ensure that MACH2 shall acquire a valid, unqualified title to the Goods and shall enjoy quiet possession of them.

9. Warranty

9.1 The Supplier undertakes, warrants and represents that it shall:

9.1.1 have all consents, licenses and authorisations necessary to supply the Goods;

9.1.2 ensure the Contract is executed by a duly authorised signatory on behalf of the Supplier;

9.1.3 provide high quality Documentation for the Goods;

9.1.4 ensure compliance and fulfilment of its obligations in accordance with the Order and the Contract;

9.1.5. observe, and ensure that the Supplier Personnel observe all health and safety rules and regulations and any other security requirements that apply at any of MACH2's premises including the Location;

9.1.6 ensure that the Supplier Personnel use reasonable skill and care in supplying the Goods;

9.1.7 keep MACH2 fully informed of all activities concerning the Goods and provide MACH2 with activity reports on request; and

9.1.8 conduct such tests, including pre-delivery and post-delivery acceptance tests and inspections, in relation to the Goods prior to delivery as MACH2 may require at its sole discretion acting reasonably.

9.2 The Supplier undertakes, warrants and represents that, the Goods shall b=for a period of 2 months from delivery (the Warranty Period):

9.2.1 confirm in all material respects to any sample, to the Specification and to any descriptions given in quotations, estimates and sales material;

9.2.2 be free from material defects in design, material and workmanship;

9.2.3 comply with all Applicable Laws, standards and best industry practice (including in relation to their manufacture, packaging and delivery);

9.2.4 be of satisfactory quality; and

9.2.5 be fit for purpose and any purpose held out by the Supplier and as otherwise required to meet MACH2's needs.

9.3 The Supplier agrees that the approval by MACH2 of any design or Specification provided by the Supplier shall not relieve the Supplier of any of its obligations under this clause 9.

9..4 The Supplier undertakes, warrants and represents that it understands MACH2's business and needs.

9.5 Without limiting any other remedies to which it may be entitled, MACH2 may reject any Goods that do not comply with clause 9.2 provided that MACH2 provides written notification to the Supplier.

9.6 Without limiting any other remedies to which MACH2 may be entitled, as soon as reasonably predictable but in any event within 10 Business Days after receiving a written notification in accordance with clause 9.5, the Supplier shall, at MACH2's option:

9.6.1 repair or replace the Goods; or

9.6.2 provide MACH2 with a full refund of the Price paid by MACH2 for the Goods.

9.7 The Supplier shall at its own cost collect any Goods rejected under clause 9.5.

9.8 The provisions of these Conditions shall apply to any Goods that are repaired or replaced with effect from delivery of the repaired or replaced Goods.

9.9 The Supplier shall not be liable for any breach of clause 9.2:

9.9.1 where such failure arises directly as a result of fair wear and tear, MACH2's or a their party's wilful damage, or MACH2's or a third party's negligence;

9.9.2 to the extent used directly by MACH2's failure to comply with the Supplier's reasonable instructions in relation to the Goods, including any instructions on installation, operations, storage or maintenance;

9.9.3 to the extend caused by the Supplier following any specification, instruction or requirement of or given by MACH2 in relation to the Goods;

9.9.4 where MACH2 significantly modifies any Goods without the Supplier's prior consent or, having received such consent, not in accordance with the Supplier's instructions.

9.10 MACH2 shall be entitled to exercise its rights under this clause 9 regardless of whether the Goods have been accepted under the Acceptance Conditions and notwithstanding that the Goods were not rejected following their initial inspection under clause 7.3.

10. Anti-bribery

10.1 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and TO ensure that:

10.1 all of that party's personnel;

10.2 all others associated with that party; and

10.3 all of that party's subcontractors;

involved in performing the Contract so comply.

10.2 Without limitation to clause 10.2, neither party shall make or receive any bribe or other improper payment or allow any such bribe or improper payment or advantage to be made or received on its behalf, and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

10.3 The Supplier shall immediately notify MACH2 as soon as it becomes aware of a breach or possible breach by the Supplier of any of the requirements in clause 10.

10.4 Any breach of this clause 10 by the Supplier shall be deemed a material breach of the Contract that is not remediable and shall entitle MACH2 to immediately terminate the Contract by notice under clause 17.1.1.

11. Anti-slavery

11.1 The Supplier undertakes, warrants and represents that:

11.1.1 neither the Supplier nor any of its officers, employees, agents or subcontractors:

(a) has committed an offence under modern slavery legislation in any jurisdiction ( a MSA Offence);

(b) has been notified that it is subject to an investigation or prosecution relating to an MSA Offence and/or an alleged MSA Offence; or

(c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution relating to an MSA Offence and/or alleged MSA Offence;

11.1.2 it shall comply with any and all applicable modern slavery legislation; and

11.1.3 it shall notify MACH2 immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of Supplier's obligations under clause 11.1. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Supplier's obligations.

11.2 Any breach of clause 11.1 by the Supplier shall be deemed a material breach of the Contract and shall entitle MACH2 to terminate the Contract pursuant to clause 17.1.1 with immediate effect.

12. Indemnity and insurance

12.1 The Supplier shall indemnify, and keep indemnified, MACH2 and its Affiliates from and against any losses, damages, liabilities, costs (including legal fees) and expenses which MACH2 or its Affiliates may suffer or incur directly or indirectly from as a result of any:

12.1.1 alleged or actual infringement by the Supplier or its Affiliates of a third party’s Intellectual Property Rights or other rights in connection with the use, manufacture or supply of the Goods under the Contract (IPR Claim);

12.1.2 claim made against MACH2 or its Affiliates in respect of any losses, damages, liabilities, costs and expenses sustained by the employees or agents or any customer of MACH2 or of its Affiliates or any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods or from a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Supplier;

12.1.3 defects in materials, quality, workmanship or performance of the Goods.

12.2 If any IPR Claim is made or is reasonably likely to be made against MACH2, the Supplier shall promptly and at its own expense either:

12.2.1 procure for MACH2 the right to continue using and possessing the relevant Goods; or

12.2.2 modify or replace the infringing part of the Goods and without adversely affecting the functionality of the Goods as set out in the Contract so as to avoid the infringement or alleged infringement,

provided that if, having used reasonable endeavours, neither of the above can be accomplished on reasonable terms, the Supplier shall (without prejudice to the indemnity above) refund the price paid by MACH2 in respect of the affected Goods.

12.3 The Supplier shall have in place contracts of insurance with reputable insurers insuring the Goods and any of MACH2’s materials in the Supplier’s possession against the usual risks, including accident, fire and theft, for their full replacement value until the risk in them passes to MACH2, and insuring against all other risks that a prudent supplier should consider reasonable. On request, the Supplier shall supply (so far as is reasonable) evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Supplier shall on request assign to MACH2 the benefit of such insurance.

13. Limitation of liability

13.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.

13.2 Subject to clause 13.6, MACH2s total liability shall not exceed the sum of CHF 100,000.

13.3 Subject to clause 13.6, MACH2 shall not be liable for consequential, indirect or special losses.

13.4 Subject to clause 13.6, MACH2 shall not be liable for any of the following (whether direct or indirect):

13.4.1 loss of profit;

13.4.2 loss of revenue;

13.4.3 loss of data;

13.4.4 loss of use;

13.4.5 loss of production;

13.4.6 loss of contract;

13.4.7 loss of commercial opportunity;

13.4.8 loss of savings, discount or rebate (whether actual or anticipated);

13.4.9 harm to reputation or loss of goodwill, and/or

13.4.10 loss of business

13.5 Notwithstanding clauses 13.3 and 13.4, and without limiting MACH2’s entitlement to recover other types of loss, the parties agree that MACH2 may recover the following from the Supplier as direct loss:

13.5.1 the cost of selecting, procuring, installing and testing replacement goods;

13.5.2 wasted expenditure or unnecessary charges incurred by MACH2 (including regulatory fines);

13.5.3. liability to third parties (including customers);

13.5.4 the cost of rectifying lost or damaged data.

13.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

13.6.1. death or personal injury caused by negligence;

13.6.2 fraud or fraudulent misrepresentation;

13.6.3 any other losses which cannot be excluded or limited by Applicable Law.

14. Intellectual property rights

14.1 All Specifications provided by MACH2 and all Intellectual Property Rights in the Goods made in accordance with such Specifications shall vest in and remain at all times the property of MACH2 and such Specifications may only be used by the Supplier as necessary to perform the Contract. The Supplier assigns (or shall procure the assignment) to MACH2 absolutely, with full title guarantee, all right, title and interest in any such Intellectual Property Rights, and the Supplier shall do all such things and sign all documents necessary in MACH2’s opinion to so vest all such Intellectual Property Rights in MACH2, and to enable MACH2 to defend and enforce such Intellectual Property Rights, and the Supplier shall at MACH2’s request waive or procure a waiver of applicable moral rights.

15. Confidentiality and announcements

15.1 The Supplier shall keep confidential all Confidential Information of MACH2 and of any Affiliate of MACH2 and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

15.1.1 any information which was in the public domain at the date of the Contract;

15.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

15.1.3 any information which is independently developed by the Supplier without using information supplied by MACH2 or by any Affiliate of MACH2; or

15.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

15.2 This clause shall remain in force in perpetuity.

15.3 The Supplier shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

16. Force majeure

16.1. Where a Force Majeure occurs, or is reasonably likely to occur, a party shall not be liable to the extent that it is delayed in or prevented from performing its obligations under the Contract due to Force Majeure, provided that the affected party:

16.1.1 promptly notifies the other of the Force Majeure event and its expected duration;

16.1.2 uses reasonable endeavours to minimise the effects of that event; and

16.1.3 keeps the other party informed of the status of the event and its impact on the performance of the Contract.

16.2 If, due to Force Majeure, a party:

16.2.1 is or is likely to be unable to perform a material obligation; or

16.2.2 is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than 30 Business Days;

the other party may terminate the Contract on written notice.

17. Termination

17.1 MACH2 may terminate the Contract or any other contract which it has with the Supplier at any time by giving notice in writing to the Supplier if:

17.1.1 the Supplier commits a material breach of the Contract and such breach is not remediable;

17.1.2 the Supplier commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach; or

17.1.3 any consent, licence or authorisation held by the Supplier is revoked or modified such that the Supplier is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

17.2 MACH2 may terminate the Contract at any time by giving notice in writing to the Supplier if the Supplier:

17.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

17.2.2 is unable to pay its debts or if MACH2 reasonably believes that to be the case;

17.2.3 becomes the subject of a company voluntary arrangement or equivalent;

17.2.4 becomes subject to a moratorium or equivalent;

17.2.5 becomes subject to a restructuring plan or equivalent;

17.2.6 becomes subject to a scheme of arrangement or equivalent;

17.2.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

17.2.8 has a resolution passed for its winding up and/or liquidation;

17.2.9 has a petition or application presented to any court for its winding up or liquidation, or an application is made for an administration order, or any winding-up or administration order is made against it;

17.2.10 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced;

17.2.11 has a freezing order made against it;

17.2.12 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items.

17.3 If the Supplier becomes aware that any event has occurred, or circumstances exist, which may entitle MACH2 to terminate the Contract under this clause 17, it shall immediately notify MACH2 in writing.

17.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of MACH2 at any time up to the date of termination.

18. Notices

18.1 Any notice or other communication given by a party under these Conditions shall:

18.1.1 be in writing and in English;

18.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

18.1.3 be sent to the relevant party at the address set out in the Contract.

18.2 Notices may be given, and are deemed received:

18.2.1 by hand: on receipt of a signature at the time of delivery;

18.2.2 by post: at 9.00 am on the tenth Business Day after posting;

18.2.3 by courier: on the next Business Day after delivery; or

18.3.4 by email: on the next Business Day after delivery.

18.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 18.1 and shall be effective:

18.3.1 on the date specified in the notice as being the date of such change; or

18.3.2 if no date is so specified, 5 Business Days after the notice is deemed to be received.

18.4 This clause 18 does not apply to notices given in legal proceedings or arbitration.

19. Cumulative remedies

The rights and remedies provided in the Contract for MACH2 only are cumulative and not exclusive of any rights and remedies provided by law.

20. Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Supplier’s obligations only.

21. Further assurance

The Supplier shall at the request of MACH2, and at the Supplier’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

22. Entire agreement

22.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

22.2 Nothing in these Conditions purports to limit or exclude any liability for fraud.

23. Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

24. Assignment

24.1 The Supplier may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without MACH2’s prior written consent, which it may withhold or delay at its absolute discretion.

25. Set off

25.1 MACH2 shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Supplier under the Contract or under any other contract which MACH2 has with the Supplier.

25.2 The Supplier shall pay all sums that it owes to MACH2 under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

26. No partnership or agency

The parties are independent persons and are not partners, principal and agent, or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

27. Equitable relief

The Supplier recognises that any breach or threatened breach of the Contract may cause MACH2 irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to MACH2, the Supplier acknowledges and agrees that MACH2 is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

28. Severance

28.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

28.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

29. Waiver

29.1 No failure, delay or omission by MACH2 in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

29.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by MACH2 shall prevent any future exercise of it or the exercise of any other right, power or remedy by MACH2.

30. Compliance with law

The Supplier shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

31. Conflicts within contract

If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.

32. Costs and expenses

The Supplier shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

33. Third party rights

33.1 A person who is not a party to the Contract shall not have any rights to enforce any of the provisions of the Contract.

34. Dispute resolution

34.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 34.

34.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

34.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:

34.3.1 Within 10 Business Days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.

34.3.2 If the dispute has not been resolved within 10 Business Days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority) of each of the parties. The chief executives (or equivalent) shall meet (personally or by video call) within 10 Business Days to discuss the dispute and attempt to resolve it.

34.4 Until the parties have completed the steps referred to in clause 34.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.

35. Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the substantive laws of Switzerland, with the exclusion of the Vienna Convention on the International Sale of Goods dated April 11, 1980.

36. Jurisdiction

Any dispute, controversy or claim arising out of, or in relation to, the Contract, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be one. The seat of arbitration shall be Zurich. The arbitral proceedings shall be conducted in English.