ECOBUNKER TERMS AND CONDITIONS

The Customer’s attention is particularly drawn to the provisions of clause 13.

1. INTERPRETATION

1.1 In these Conditions, the following definitions apply:

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

Commencement Date: has the meaning set out in clause 2.2.

Project Start Date: means the agreed delivery date or start date of installation works of any kind.

Conditions: these terms and conditions as amended from time to time in accordance with clause 16.9.

Contract: the contract between the Supplier and the Customer for the Licence and the supply of the Goods and/or Services in accordance with these Conditions.

Customer: the person or firm who purchases the Licence and the Goods and/or Services from the Supplier.

Customer’s Product Representative: the person (usually selected by the customer from within their organisation) who is responsible for ensuring that all EcoBunker products are installed in compliance with the specification to ensure that quality standards are maintained. The Customer Product Representative will be certified after passing tests set by the Supplier (EcoBunker Ltd).

Deliverables: the deliverables set out in the Schedule or Scope of Works

Delivery Location: has the meaning set out in clause 4.2.

Force Majeure Event: has the meaning given to it in clause 16.1(a).

Goods: the amount of Ecobunker material, Ecobunker liner, or any other product (if any) set out in the Schedule.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Licence: the licence granted to the Customer by the Supplier pursuant to clause 9.1.

Licensed Product: means the unique and innovative environmentally friendly bunker design known as Ecobunker and protected by registered design right number 4016775 , European Patent 2590717 and all other worldwide patents and patents pending.

Maintenance Services: any maintenance services provided by the Supplier to the Customer from time to time in relation to the Licensed Product pursuant to these Conditions.

Order: the Customer’s order for the Licence and the supply of Goods and/or Services, as set out in the Schedule.

Product Specification: the document produced by the Supplier (which may be changed at the discretion of the Supplier) which defines the characteristics and acceptable tolerances of the Goods.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Scope of Works.

Scope of Works: the detailed specification for the Services as set out in a separate contract document entitled ‘Scope of Works’.

Supplier: Ecobunker Limited registered in England and Wales with company number 9055455 and having its registered office at Office 15, Moy Road Industrial Estate, Moy Road, Taffs Well, RCT, UK, CF15 7QR

Supplier Materials: has the meaning set out in clause 8.1(g).

1.2 In these Conditions, the following rules apply:

(a) a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its representatives, successors or permitted assigns.

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to “writing” or “written” includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase the Licence and the Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. Subject to clause 10.1, they shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of Thirty (30) Business Days from its date of issue.

2.7 All of these Conditions shall apply to the Licence and the supply of Goods and/or Services except where application to one is specified.

3. GOODS

3.1 If the Supplier is to supply the Goods to the Customer clauses 4 to 6 shall apply, failing which clauses 4 to 6 shall not apply to the Contract.

4. DELIVERY OF GOODS

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the quantity of the Goods, storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense. Packaging that is not identified as returnable will become the responsibility of the Customer.

4.2 The Supplier shall deliver the Goods to such location as the parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.6 If the Customer fails to accept or take delivery of the Goods within seven (7) Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the eighth (8th) Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.7 If thirty (30) Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.8 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including ten (10) per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.

4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for pursuant to these Conditions.

5. QUALITY OF GOODS

5.1 The Supplier warrants that on delivery the Goods shall:

(a) conform in all material respects with the Product specification; and

(b) be fit for purpose and free from material defects for the purpose of their use.

5.2 If:

(a) the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with clause 5.1; and

(b) the Supplier is given a reasonable opportunity of examining such Goods,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for all invoices raised by the Supplier and which are payable by the Customer pursuant to these Conditions.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as the Supplier’s bailee.

(b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property.

(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery.

(e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(l); and

(f) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(l), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. SUPPLY OF SERVICES

7.1 The Supplier shall provide the Services to the Customer in accordance with the Scope of Works in all material respects.

7.2 The Supplier shall use its reasonable endeavours to meet any performance dates for the Services as may be agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

8. CUSTOMER’S OBLIGATIONS

8.1 The Customer shall:

(a) ensure that the terms of the Order are complete and accurate.

(b) co-operate with the Supplier in all matters relating to the Services.

(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services.

(d) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects.

(e) prepare the Customer’s premises for the supply of the Services.

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

(g) keep and maintain all materials, equipment, documents, and other property of the Supplier (“Supplier Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.

(h) if undertaking future EcoBunker construction ‘in house’ (under licence), following completion of the training referred to in the Schedule, agree with the Supplier a suitable representative to act as the Customer’s Product Representative.

(i) not permit any construction or maintenance of the Licensed Product without the supervision of the Customer’s Product Representative.

(j) adhere to, at all times, the construction and maintenance obligations set out in clause 10.

(k) not make any press announcements or publicise the Contract or its contents in any way without the prior written consent of the Supplier; or

(l) not use the Supplier’s name, brand or Licensed Product in any promotion or marketing or announcement without the prior written consent of the Supplier including, but not limited to, via social and any other digital media.

8.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations.

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. LICENCE AND INTELLECTUAL PROPERTY RIGHTS

9.1 For the consideration set out in clause 11, where the goods supplied or the services provided are subject to Intellectual Property Rights, the Supplier hereby grants to the Customer a non-exclusive licence to use the Licensed Product for the purpose set out in the Schedule.

9.2 The Customer undertakes not to exploit the Intellectual Property Rights in the Licensed Product, or to grant others the right to do so.

9.3 The Customer shall not subcontract the construction or maintenance of the Licensed Product without the prior written consent of the Supplier.

9.4 All Intellectual Property Rights in or arising out of or in connection with the Licence, Goods and/or Services shall be owned by the Supplier.

9.5 The Customer shall immediately notify the Supplier in writing giving full particulars if any of the following matters come to its attention:

(a) any actual, suspected or threatened infringement of any of the Intellectual Property Rights in the Licensed Product.

(b) any actual or threatened claim that any of the Intellectual Property Rights in the Licensed Product is invalid.

(c) any claim made or threatened that exploitation of any of the Intellectual Property Rights in the Licensed Product infringes the rights of any third party.

(d) any other form of attack, charge or claim to which the Intellectual Property Rights in the Licensed Product may be subject.

9.6 In respect of any of the matters listed in clause 9.5:

(a) the Supplier shall, in its absolute discretion, decide what action if any to take, if any.

(b) the Supplier shall have exclusive control over, and conduct of, all claims and proceedings.

(c) the Customer shall not make any admissions other than to the Supplier and shall provide the Supplier with all assistance that it may reasonably require in the conduct of any claims or proceedings; and

(d) the Supplier shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.

9.7 The provisions of sections 101, 101A and 234 of the Copyright, Designs and Patents Act 1988, and section 24(F) of the Registered Designs Act 1949 (or equivalent legislation in any jurisdiction), are expressly excluded.

9.8 All Supplier Materials are the exclusive property of the Supplier.

9.9 If the Customer wishes to combine other products from alternative suppliers with any of the Supplier’s products (for example bunker liner or drainage products) then the Supplier reserves the right to approve such products for use. Permission will always be granted unless there are demonstrable reasons to withhold permission. In such instances the Supplier will be obliged to disclose the reason(s) and recommend similar or superior alternatives.

10. QUALITY CONTROL, MONITORING AND REPORTING

10.1 The Customer shall, in exercising its rights under the Contract, comply with all specifications, standards, directions, method statements and diagrams relating to the Licensed Product as notified in writing by the Supplier from time to time relating to the construction and maintenance of the Licensed Product.

10.2 The Customer shall maintain records of each separate Licensed Product, including details in respect of the date of construction, photographs, materials used, a supervision schedule completed by the Customer’s Product Representative and shall comply with any other reasonable record keeping requirements relating to the Licensed Product as notified in writing by the Supplier from time to time.

10.3 In order to protect the reputation of the Licensed Product, the Supplier may monitor the construction of the Licensed Product (if applicable) and maintenance of the Licensed Product by the Customer.

10.4 The Supplier may increase the extent to which this monitoring is conducted if the quality of the Licensed Product appears to degrade in any way. The Supplier shall give the Customer prior notification of its intention to increase the level of monitoring.

10.5 The Customer shall co-operate with the Supplier in carrying out the monitoring referred to in clause 10.3. The Customer shall bear the Supplier’s reasonable costs for complying with its obligations under this clause 10, such costs to be agreed in the Supplier’s sole reasonable discretion.

10.6 If, in the Supplier’s sole reasonable opinion, the Licensed Product (i) has not been constructed in accordance with the Supplier’s Product Specifications, standards and directions pursuant this clause 10, or (ii) has or appears to have degraded due (in Supplier’s sole reasonable opinion) to the Customer’s failure to comply with its obligations in respect of the maintenance of the Licensed Product, the Supplier reserves the right, at its sole discretion, to enter the Customer’s premises and rebuild the Licensed Product and may invoice its reasonable fees in respect of such Maintenance Services.

11. CHARGES AND PAYMENT

11.1 The price for the Licence, Goods and/or Services shall be the price set out in the Order.

11.2 The price of the Goods is normally INCLUSIVE of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods. If transport is excluded this will be stated in the schedule.

11.3 Any Maintenance Services shall be charged on a time and materials basis:

(a) the charges shall be calculated in accordance with the Supplier’s standard daily fee rates, which the Supplier shall make available to the Customer from time to time.

(b) the Supplier’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 7.30 am to 3.30 pm, with one (1) hour lunch break, worked on Business Days.

(c) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Maintenance Services including, but not limited to, travelling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Maintenance Services, and for the cost of any materials.

11.4 The Supplier reserves the right to increase its standard daily fee rates for the charges for the Maintenance Services.

11.5 In respect of Goods and Services, the Supplier shall invoice the Customer for the Order on or at any time following the Commencement Date.

11.6 In respect of Maintenance Services, the Supplier shall invoice the Customer on completion of such Maintenance Services.

11.7 The Customer shall pay each invoice submitted by the Supplier:

(a) within fourteen (14) days of the date(s) of specified in the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

11.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

11.9 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (“Due Date”), the Supplier shall have the right to charge interest on the overdue amount at the rate of eight (8) per cent per annum above the then current Bank of England’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

11.10 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

12. CONFIDENTIALITY

A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 12 shall survive termination of the Contract.

13. LIMITATION OF LIABILITY

13.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors.

(b) fraud or fraudulent misrepresentation.

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).

13.2 Subject to clause 13.1:

(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to greater of the total amount paid or properly invoiced and due to the paid by the Customer to the Supplier under the Contract in the twelve (12) months immediately preceding the events giving rise to liability.

13.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

13.4 This clause 13 shall survive termination of the Contract.

14. TERMINATION

14.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days after receipt of notice in writing of the breach.

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party.

(e) the other party (being an individual) is the subject of a bankruptcy petition or order.

(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days.

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver.

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party.

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1(b) to clause 14.1(i) (inclusive);

(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

14.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

14.3 Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:

(a) the Customer fails to make pay any amount due under this Contract on the due date for payment; or

(b) the Customer becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

15. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

(d) the licence to use the Licensed Product shall cease immediately.

(e) the Customer shall cease construction or use of the Licensed Products (whichever the case may be) and undertakes to teardown, destroy and/or remove any Licensed Product from its premises immediately on receipt of written notice from the Supplier.

(f) the Customer shall return to the Supplier at its own expense all confidential, secret or proprietary information of the Supplier (including all copies in whatever form of any such information) and undertake not to use that information for any purpose.

(g) the Customer shall co-operate with the Supplier in cancelling any registration of this agreement as a licence or of the Customer as a permitted user of the Licensed Product; and

(h) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

(i) Where the Customer terminates or delays the contract before the Project Start Date (PSD), the Supplier reserves the right to obtain from the customer any unrecoverable expenses associated with the project and make the following charges.

Within 14 days of the PSD: 75% of the contract value.
15 – 28 days of the PSD: 50% of the contract value.
29-56 days of the PSD: 25% of the contract value.
Over 56 days: Only unrecoverable expenses (e.g. pre booked transportation, accommodation etc) will be charged.

The Supplier will always attempt to re-negotiate an alternative start date, wherever possible and will only levy the above charges as a final resort.

16. GENERAL

16.1 Force majeure:

(a) For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, lightning, snow cover, frozen ground, restricted access due to waterlogging, the effects of epidemic or pandemic disease, natural disaster or default of suppliers or subcontractors.

(b) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

16.2 Assignment and subcontracting:

(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

16.3 Notices:

(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business or sent by fax to the other party’s main fax number.

(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

(c) This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

16.4 Waiver and cumulative remedies:

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

(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.

16.5 Severance:

(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

16.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.8 Training Subsidy: Training in the skills and knowhow to build synthetic bunker walls to the highest possible standard is provided with a subsidy. This is part of the Suppliers’ commitment to the Customer and is intended to be the start of building a long-term relationship. If the Customer uses the skills and knowhow gained from the Supplier to install alternative products, the Supplier reserves the right to claim back the amount of subsidy that was applied to the original training project.

16.9 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.

16.10 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.