TERMS & CONDITIONS SUPPLY

1. These Terms apply to and govern the provision and sale of all services and goods by MACH2. These Terms, the Order Confirmation and the Written Agreement constitute the entire agreement between MACH2 and the Customer relating to goods and/or services sold and/or supplied (and/or to be sold and/or supplied) to the Customer under or pursuant to the Contract and expressly exclude all other terms that the Customer seeks to impose or incorporate (under any purchase order, confirmation of order or otherwise), or which are implied by trade, custom, practice or course of dealing.

2. SERVICES/ GOODS

2.1. MACH2 shall perform the Services as set out in the Contract. The Services shall be performed and/or supplied using all reasonable skill and care. The Goods shall be free from material defects in design, material and workmanship, be of satisfactory quality and be fit for the purpose held out by MACH2. Any Goods supplied are subject to their manufacturers’ warranties and are not warranted by MACH2. Where appropriate manufacturers’ warranties will be transferred to the Customer on full payment of the Price to MACH2.

2.2 Dates are estimates only and although MACH2 will use all reasonable efforts to meet performance dates detailed in the Contract it cannot guarantee to do so. Time shall not be of the essence.

2.3 MACH2 will observe all reasonable health and safety policies and processes at the Site which the Customer has given MACH2 prior written notice of.

2.4 Unless otherwise stated in the Contract, MACH2 is not responsible for making good any aesthetic and/or decorative finishes (by way of example only, filling holes, repainting, redecoration etc.) which shall be the responsibility of the Customer.

2.5 The Customer is responsible for providing details of its requirements to MACH2 and shall ensure that all information and documentation which it has provided to MACH2 for the purpose of the Services is complete and accurate.

2.6 The Customer shall perform, provide and/or undertake the actions and responsibilities set out in the Contract, together with all preparatory actions reasonably necessary for the Services (including, but not limited to, obtaining all required planning permissions, building consents, permissions, licenses, electrical connections, removal of waste and hazardous materials, etc), together with such facilities, resources and other assistance as are reasonably required and/or which have been reasonably requested by MACH2 for the proper performance of the Services.

2.7 The Customer shall provide to MACH2 full and accurate details relating to the Site, access requirements and/or constraints and Site details and shall provide (and shall ensure that all staff, contractors, occupiers and other third parties at or with rights to the Site provide) such clear access to the Site as is reasonably required for the proper and timely performance of the Services and shall ensure that the Site and facilities at the Site (such as electrical circuits and other utilities) are sufficient for the Services and conform with all required standards.

2.8 If MACH2 is delayed or prevented from providing the Services due to a failure or delay by the Customer MACH2 may suspend performance of the Services until the Customer has rectified the same. The Customer shall be responsible for any costs and/or liabilities which rise as a consequence of its failure or delay and shall reimburse to MACH2 all costs and expenses incurred by MACH2 in respect of the Services (including the costs of all Goods paid for and/or committed to by MACH2).

3. PRICE

3.1 The Price shall be the Price set out in the Contract and the Customer shall make payment to MACH2 in the amounts and on the dates set out in the Contract. The Price and all other costs or expenses are exclusive of any applicable sales tax (VAT), which shall be paid by the Customer.

3.2 Unless stated otherwise in the Contract, invoices are payable within 14 days of the invoice date. Payment shall be made in Pounds Sterling to the bank account nominated in writing by the MACH2.

3.3 If the Customer fails to make any payment on time MACH2 may (without prejudice to its other rights and remedies): i) require the Customer to pay the costs of storage of Goods and materials; ii) suspend any further deliveries and/or performance of Services to the Customer until payment is made in full; iii) resell any Goods not yet delivered to the Customer; and/or v) retain any sums paid by the Customer in respect of the Services and/or Goods.

3.4 The Customer may request additional services which shall be subject to express acceptance by MACH2 (Additional Services). Additional Services shall be subject to MACH2’s standard fees and shall be payable within 15 days of the date of invoice. The Customer acknowledges and accepts MACH2 may from time to time receive a commission or other benefit because of an introduction we arrange.

3.5 MACH2 shall be entitled to be reimbursed by the Customer for all out-of-pocket expenses (including travelling and entertainment expenses) incurred by MACH2 and its personnel in the proper provision of the Services.

3.6 Interest shall accrue on any overdue amount at the rate of 6.0% per annum until actual payment of the overdue amount, whether before or after judgment.

4. TITLE AND RISK

4.1 Subject to any Incoterm specified expressly in the Contract, the risk in Goods shall pass to the Customer upon delivery to Site and the Customer should arrange appropriate insurance from that point.

4.2 Subject to any Incoterm specified expressly in the Contract, title to Goods shall pass to the Customer upon payment in full of all sums due under the Contract.

4.3 Until title to the Goods has passed to the Customer, the Customer shall maintain, protect and keep safe the Goods and keep them insured against all risks from the date on which Goods are delivered to the Site and shall not use, deal with, transfer, sell, licence, pledge, and or allow any lien, charge or other interest to arise over the Goods.

4.4 At any time prior to title in Goods passing to the Customer MACH2 may require the Customer to deliver up all Goods and if the Customer fails to do so promptly MACH2 shall have the right to enter any premises of the Customer in order to recover them.

5. INTELLECTUAL PROPERTY

5.1 All Specifications and drawings provided by MACH2, and all Intellectual Property in the Goods made in accordance with such Specifications and/or drawings, shall vest in and remain at all times the property of MACH2 and such Specifications and drawings may only be used by the Customer as necessary for performance of the Contract or for the sale by the Customer of the Goods supplied by MACH2.

5.2 Subject to clause 5.1, each party retains ownership of their own Intellectual Property and these Terms do not operate to transfer or grant rights to any Intellectual Property to either Party except to the extent expressly stated within the Contract.

6. TERMINATION AND SUSPENSION

6.1 Without limiting its other rights or remedies, either Party (the “Innocent Party”) may terminate the Contract with immediate effect by giving the other Party (“Defaulting Party”) written notice if the Defaulting Party:

i) commits a material breach of its obligations arising under these Terms and fails to remedy such breach within fourteen (14) days of receiving notice from the Innocent Party requiring that the breach be remedied; or

ii) takes any step or action, or is subject to or threatened with any step or action, in connection with entering administration, provisional liquidation or any composition or arrangement with any or all of its’ creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of court) having a receiver appointed to any of its assets or ceasing to carry on business or, if the step of action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

iii) suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business or suspends or threatens to suspend payment of its debts or is unable to pay its’ debts as they fall due or admits to inability to pay its debts; or

iv) the holder of a floating charge becomes entitled to appoint or has appointed an administrative receiver or a creditor or encumbrancer of the Defaulting Party attaches or takes possession of, or a distress, execution, sequestration or such other process is levied or enforced on or sued against, the whole or any part of the Defaulting Party’s assets.

6.2 On termination of the Contract for any reason other than a material breach of its obligations by MACH2, the Customer shall immediately pay to MACH2 all of MACH2’s outstanding unpaid invoices, together with payment in respect of all Services carried out and Goods supplied as at the date of termination but which have not yet been invoiced, together with the costs and expenses arising due to such termination (including, by way of example only, the costs of all Goods paid for and/or committed to by MACH2).

6.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination, Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

7. LIABILITY & LIMITATION

7.1 Nothing in these Terms shall limit or exclude either party’s liability for: i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); ii) fraud or fraudulent misrepresentation; or iii) any matter in respect of which it would be illegal or unlawful for the party’s to exclude or restrict liability.

7.2 Subject to clause 7.1 neither party shall be liable (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any loss of profit, loss of expected future business, damage to reputation or goodwill or any indirect or consequential loss or compensation arising under or in connection with the Contract and each party’s total aggregate liability arising under or in connection with the Contract whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed 100% of the Price.

7.3 MACH2 shall not be liable for the Services and/or Goods (“Deliverables”) where: i) the Deliverables are relocated, sold, altered, or any other changes are made to the Deliverables without MACH2’s prior written approval; ii) the Customer has failed to follow MACH2's instructions, including as to storage, commissioning, installation, use and/or maintenance of the Deliverables and associated equipment or (if there are none) good trade practice regarding the same and/or had used the Deliverables other than for the intended purpose; iii) the Customer is in breach of these Terms or any defect arises as a result of MACH2 following the Customer’s instruction, drawings or design; iv) caused (in whole or part) by the act or omission of any third party; or v) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working.

7.4 This clause 7 sets out MACH2’s entire liability in respect of the Services, Goods and all other warranties, terms and conditions (including those implied by the operation of law) are excluded to the fullest extent permissible at law.

8 CONFIDENTIALITY

8.1 Each party (“the Receiving Party”) hereby agrees that it shall not at any time use, divulge or communicate to any person any Confidential Information belonging to the other party (“the Disclosing Party”) and shall keep all Confidential Information of the Disclosing Party secret and confidential. The Receiving Party shall only use the Confidential Information in the proper performance of its obligations or in the enforcement of its rights arising under or as a consequence of the Contract. The Receiving Party may permit its employees, agents, sub-contractors, professional advisors and those employees, agents and sub- contractors of its Group who have a need to know such information for the performance of the Contract (each a “Recipient”) to have access to the Confidential Information of the Disclosing Party provided that the Receiving Party shall ensure that each Recipient keeps the Confidential Information secret and confidential in the manner provided for in this clause 8.

8.2 No information shall be subject to the restrictions of clause 8.1 which is or becomes:

(a) public knowledge otherwise than through a breach of this clause 8;

(b) available from a third party who has legitimate possession of it and who is not subject to confidentiality obligations in respect of such information;

(d) is required to be disclosed by law, order of a competent court, regulation or the request of any governmental or other regulatory authority (including (but not limited to) any recognised stock exchange upon which the Receiving Party is listed for the dealing of shares), provided that the Receiving Party shall, where legally permissible, as promptly as practical (and if possible prior to making any disclosure) notify the Disclosing Party of such request and shall use its reasonable endeavours to seek confidential treatment of such information.

8.3 Either party may provide a copy of the Contract to any third party engaged in bona fide negotiations for the purchase of and/or subscription for shares in such party or any company in its Group or for the provision of financing to a that party or any company in its Group, provided that such third party enters into an undertaking to keep the terms of the Contract confidential and not to use any information it obtains from or in respect of the Contract for any purpose other than the said purchase or subscription of shares or financing.

8.4 The provisions of this clause 8 shall survive the expiry or termination of the Contract.

9. FORCE MAJEURE

9.1 Neither party shall be in breach or liable for any failure or delay in performing its obligations (save for an obligation to make payment) under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. If the period of delay or non-performance continues for a period of 45 days either party may terminate the Contract upon ten (10) Business Days written notice to the other party.

10. NOTICES

10.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its address set out in the Contract or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other signed for delivery or email.

10.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.1; if sent by pre-paid first class post at 9:00 am on the 5th Business Day after posting; if delivered by courier or signed for delivery on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

10.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11. ASSIGNMENT

11.1 Neither party may assign any or all of its rights or obligations under the Contract without the prior written consent of the other party.

12. MISCELLANEOUS

12.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

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

12.3 In the event of any conflict between these Terms, the Order Confirmation, the Written Agreement and/or any other documents incorporated into or forming part of the Contract, the following order of precedence shall apply: i) the Written Agreement, ii) the Order Confirmation, iii) these Terms, and iv) any other documents incorporated into or forming part of the Contract.

12.4 It is not the intention of either party that any personal data will be collected, stored or processed as a consequence of this Contract.

12.5 Nothing in this Contract constitutes or shall be deemed to constitute a partnership, nor make a party the agent of the other party. Except as expressly provided elsewhere in the Contract, a person who is not a party to the Contract shall not have any rights to enforce any term of the Contract or these Terms.

12.6 No variation of the Contract shall be effective unless it is in writing and signed by the MACH2.

12.7 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.

12.8 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

13. DEFINITIONS

13.1 In these Terms, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Commencement Date; the date specified in the Contract for the commencement of the Services or the supply of Goods or if none is specified the day on which MACH2 notifies the Customer that the Services will commence and/or the Goods will be supplied.

Confidential Information: correspondence between MACH2 and the Customer, and all data or information (whether technical, commercial, financial or of any other type) in any form acquired under, pursuant to or in connection with, the Contract and any information used in or relating to the business of a disclosing party (including information relating to the disclosing party’s products (bought, manufactured, produced, distributed or sold), services (bought or supplied), operations, processes, formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, Intellectual Property, market opportunities, customer lists, commercial relationships, marketing, sales materials).

Contract: the contract between the MACH2 and the Customer incorporating the Order Confirmation, the Written Agreement and these Terms.

Customer: the person or firm identified as the Customer in the Contract.

Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

Goods: the goods (or any part of them) to be supplied to the Customer as described in the Contract.

Intellectual Property means all intellectual property rights and/or industrial rights, including (but not limited to) patents, trademarks, registered designs, copyright, database rights, design rights (including (but not limited to) those existing in semiconductor topographies, computer hardware and/or software, case designs and spread sheets), moral rights, know-how, confidential information, and any similar rights anywhere in the world or any applications for any of the above, whether existing at the date of the Contract or created thereafter.

MACH2: means, as provided in the Order Confirmation and/or Written Agreement, 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.

Price: the total price to be paid by the Customer for the Services and Goods as detailed in the Contract.

Order Confirmation: the order confirmation or proposal (if any) issued by MACH2 relating to the services and/or goods to be supplied by MACH2.

Services: the services to be performed by MACH2 as described in the Contract.

Site: the location where the Services are to be performed and/or the Goods delivered.

Specifications: means the description, any samples, or documentation for the Goods (or for goods manufactured and/or supplied further to or in connection with provision of the Services, or to be manufactured and/or supplied further to or in connection with provision of the Services) and their packaging set out or referred to in the Contract.

Written Agreement: means the written agreement (if any) made between MACH2 and the Customer relating to the services and/or goods to be supplied by MACH2.