Standard Terms and Conditions of Sale
| Seller | Means: GDS Instruments a Division of Global Digital Systems Ltd Incorporation/Registration Details: Company Number 1459108 Registered Office Address: 52c Borough High Street, London, SE1 1XN Trading Address: Unit 32 Murrel Green Business Park, London Road, Hook, RG27 9GR |
| Buyer | Means: The Buyer as written on the Order Acknowledgement |
| Terms & Conditions, Priority, and Interpretation | The Terms & Conditions between Seller and Buyer (the “Terms & Conditions”) comprises: (a) this front sheet (the “Front Sheet”); (b) the Seller Standard Terms of Sale (set out below); (c) Order Acknowledgment (d) Schedule 1 – Judges Scientific plc Code of Conduct; and (e) any other document expressly referred to in any of the preceding documents. Unless otherwise expressly stated, if there is any conflict between any of the above documents, they shall prevail in the following order: (i) the Seller Standard Terms of Sale; (ii) the Order Acknowledgement; (iii) the Front Sheet (v) the other Attachments; and (vi) any other document expressly referred to in any of the preceding documents. Defined terms used in the Terms & Conditions shall have the meanings given to them in this Front Sheet, or the Seller Standard Terms of Sale, unless otherwise stated. |
| Products | The products and services supplied by Seller as set out in each Order Acknowledgement |
| Delivery Location | The delivery address set out in the Order Acknowledgement |
| Price | The price for the Products and/ or Services set out in each Order Acknowledgement |
SELLER STANDARD TERMS OF SALE
BACKGROUND
(A) The Seller carries on the business of manufacturing and selling the Products.
(B) The Buyer wishes to buy, and the Seller wishes to supply, the Products on the terms and conditions set out in the Order Acknowledgement.
Agreed terms
1. Interpretation
1.1 The following definitions and rules of interpretation in this clause apply in this Terms & Conditions. Capitalised words which are defined in the Front Sheet are incorporated into the Terms & Conditions.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Confidential Information: any information of a confidential nature concerning the business, assets, affairs, Buyers, clients or Sellers of the other party or of any member of its Group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and Buyers.
Delivery: completion of delivery of Products specified in an Order Acknowledgement in accordance with clause 4.1
or clause 4.6(a).
Delivery Date: the date specified for delivery of Products specified in an Order Acknowledgment in accordance with clause 4.2.
Force Majeure Event: means any circumstance not in a party's reasonable control including: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination, or sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action; non-performance by Sellers or subcontractors; and interruption or failure of utility service.
Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
Mandatory Policies: the Seller's business policies and codes from time to time, and in particular the Judges Scientific plc Code of Conduct in Schedule 1
Order: an order for Products submitted by the Buyer in accordance with the terms of this Terms & Conditions.
Order Acknowledgement: Confirmation of the acceptance of an order from the Seller to the Buyer
Specification: the specification of the Products set out in the buyers purchase order.
VAT: value added tax or any equivalent tax chargeable in the UK.
1.2 In this Terms & Conditions:
(a) clause, schedule, and paragraph, headings shall be ignored in interpretation;
(b) each gender includes each other gender and the singular the plural and vice versa;
(c) the words “include”, “including” or “in particular” are to be construed without limitation to the generality of the preceding words;
(d) reference to a “person” includes any individual, partnership, company, corporation, joint venture, trust, association, organisation or other entity, in each case whether or not having separate legal personality;
(e) references to attachments, clauses, recitals, annexes and schedules are of or to the same in the Terms & Conditions unless otherwise stated; and
(f) provisions shall be interpreted without any presumption against the party which drafted or put forward those provisions.
2. Acceptance of Terms and Conditions; Orders
2.1 The Seller shall supply, and the Buyer shall purchase, with the terms and conditions of this Terms & Conditions. If Seller accepts an Order, such acceptance is with the understanding that Buyer agrees to the terms and conditions set forth in this Terms & Conditions, regardless of the form or terms of the Buyer's order.
2.2 No Order will be binding on Seller unless and until accepted by Seller. Acceptance will be sent to the customer in writing as an Order Acknowledgment. Seller shall have no liability to Buyer with respect to orders that are not accepted.
2.3 These terms and conditions comprise the terms of Terms & Conditions in their entirety between Seller and Buyer regarding any order Buyer places with Seller. Any additional or contradictory terms set out in any purchase order or other document which Buyer presents to Seller are considered material alterations which have not been approved, and as such will not be binding on Seller, and are expressly objected and are rejected. No amendments to this Terms & Conditions may be made unless agreed in writing by both parties.
2.4 Seller has the right to make changes to the design or specification of any of its standard products at any time, without notice to Buyer, provided that such changes do not materially negatively impact the overall performance of the product.
3. Warranties
3.1 The Seller warrants that it shall produce and deliver the Products in accordance with the requirements set forth by the UK RoHS and RoHS European Directive (EU 2015/863 or later), Restriction of Hazardous Substances). In no event, however, shall Seller be liable for, or have any responsibility under, the foregoing warranty if the Products have been made to Buyer's specifications, or are improperly stored, installed, used or maintained by the Buyer, or if the Buyer has made any alterations, adjustments and / or repairs to such Products which were not authorised by Seller.
3.2 The Seller further warrants that the Products shall:
(a) conform to the Specification;
(b) be free from defects in design, material and workmanship for 12 months from date of Delivery (the "Warranty Period");
(c) comply with all applicable statutory and regulatory requirements.
3.3 In relation to any services provided by the Seller in relation to the Products, the Seller shall:
(a) perform the services with reasonable care and skill; and
(b) comply with all applicable statutory and regulatory requirements.
3.4 Buyer's sole remedy, and Seller's sole liability, in respect of clause 4.2 shall be limited to Seller repairing or replacing (at Seller's option) Products which Buyer has evidenced to Seller's reasonable satisfaction to be defective because of defective Seller materials or workmanship.
(a) In the case of a defect apparent on a reasonable inspection, Buyer must notify Seller within five Business Days of Delivery of the Products.
(b) In the case of a defect not apparent on reasonable inspection, Buyer must notify Seller within a reasonable time of the defect becoming apparent, and in any event must notify the Seller within the Warranty Period.
3.5 Buyer may only reject Products delivered to it that do not comply with clause 3.2, provided that notice of rejection is given to the Seller within five Business Days, and none of the events in clause 4.7 apply.
3.6 If required by Seller, the Buyer shall at Buyer’s cost, return or procure the return of the goods alleged to be defective to the Seller, or, if applicable Seller’s authorised agent or distributor, who may carry out repairs, or make good the defects, within the Warranty Period.
3.7 Seller disclaims all liability under this clause to the extent that a defect or failure is caused by or arises out of:
(a) Any of the specific designs or requirements for the Product as specified by Buyer;
(b) the use of hardware, software, or other materials not provided by Seller;
(c) Buyer makes any further use of those Products after giving notice of rejection of Products in accordance with clause 4.7;
(d) failure of Buyer's equipment;
(e) misuse or improper use, abuse, by Buyer;
(f) fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(g) the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
(h) any repair or alteration of the Product carried out by anyone other than Seller or a person authorised by Seller; or
(i) Buyer’s failure to follow Seller's oral or written instructions as to the storage, use, or maintenance of the Products.
3.8 The above warranty statement also applies to Products, or parts for the same, which have been repaired or replaced by Seller pursuant to such warranty and within the Warranty Period.
3.9 Buyer acknowledges that Products are of such complexity and are used in such diverse equipment and operating environments that defects unknown to Seller may be discovered only after the Product has been used by Buyer. Buyer agrees that Seller's sole liability, and Buyer’s sole remedy, will be that Seller shall correct documented failures of the Product to conform to the Specifications. SELLER DOES NOT SEPARATELY WARRANT THE RESULTS OF ANY SUCH CORRECTION OR WARRANT THAT ANY OR ALL FAILURES OR ERRORS WILL BE CORRECTED OR WARRANT THAT THE FUNCTIONS CONTAINED IN SELLER'S PRODUCTS WILL MEET BUYER’S REQUIREMENTS OR WILL OPERATE IN THE COMBINATIONS SELECTED BY THE BUYER.
3.10 EXCEPT AS PROVIDED IN THE LIMITED WARRANTY ABOVE, THE PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY, AND SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SATISFACTORY QUALITY.
4. Delivery and Acceptance
4.1 Seller shall deliver the Products to the Delivery Location on the Delivery Date. All shipments under this Terms & Conditions will be specified on the Sellers Order Acknowledgement in accordance with International Chamber of Commerce (ICC) Incoterms® 2020, unless otherwise agreed to by Seller and expressly specified in the order acknowledgment.
4.2 Buyer acknowledges that Delivery Date(s) are to be treated as estimates only, and that time of delivery is not of the essence. Delivery Date estimates in quotations are subject to change at point of Order Acknowledgment based on the capacity of the business. Delays in the delivery of an Order shall not entitle Buyer to refuse to take delivery of the Order, claim damages, or any other charges or loss.
4.3 Buyer must notify the Seller and any carrier, in writing, of any loss or damage during transit, within 14 days of the dated despatch. Notwithstanding any other provision the Seller accepts no liability for any loss or damage claim not notified with the 14-day period.
4.4 Buyer must notify the seller, in writing, of damage, errors or shortage, within 7 days of receipt. Notwithstanding any other provision the Seller accepts no liability for any damage, errors or shortage claim not notified with the 7-day period.
4.5 Seller shall have no liability for any failure or delay in delivering an Order to the extent that any failure or delay is caused by Buyer's failure to comply with its obligations under this Terms & Conditions.
4.6 If Buyer fails to take delivery of an Order on the Delivery Date, then, except where that failure or delay is caused by a Force Majeure Event:
(a) delivery of the Order shall be deemed to have been completed at 9.00am on the Delivery Date; and
(b) Seller shall store the Order until delivery takes place and charge Buyer for all related costs and expenses (including insurance).
4.7 Buyer shall be deemed to accept the Products unless it gives notice of rejection to Seller in accordance with clause 4.
5. Title and risk
5.1 Risk in Products shall pass to Buyer in accordance with the International Chamber of Commerce (ICC) Incoterms® 2020 as specified on the Order Acknowledgement.
5.2 Title to Products shall not pass to Buyer until Seller receives payment in full for the Products and / or services and all other sums that are due to Seller from Buyer as outlined in the Order Acknowledgement.
5.3 Until Title to Products has passed to Buyer, Buyer shall:
(a) store those Products separately from all other goods held by Buyer so that they remain readily identifiable as Seller's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to those Products;
(c) maintain those Products in satisfactory condition and keep them insured on Seller's behalf for their full price against all risks with an insurer that is acceptable to Seller. Buyer shall obtain an endorsement of Seller's interest in the Products on its insurance policy, subject to the insurer being willing to make the endorsement. On request Buyer shall allow Seller to inspect those Products and the insurance policy; and
(d) give Seller such information as Seller may reasonably require from time to time relating to:
(i) the Products; and
(ii) the ongoing financial position of Buyer.
6. Payment and Prices
6.1 The Prices shall be the prices set out in the quotation and will form the basis of the price confirmed in the Order Acknowledgement. Prices quoted are valid for 90 days from the date of the original quotation, unless otherwise agreed.
6.2 Seller will invoice Buyer as per the terms on the Sellers quotation. All accounts are payable on demand but in all cases no later than the time specified on the Order Acknowledgement.
6.3 All amounts and fees stated or referred to in the Order Acknowledgement shall be payable in Pounds Sterling, except where specified on the Seller’s quotation as United States Dollars or Euros. All amounts and fees are non-cancellable and non-refundable and are exclusive of VAT and any other applicable taxes, except when the consignee is based in the United Kingdom.
6.4 Importation charges are the responsibility of the Consignee (customs, VAT, duty, local sales tax and any other applicable taxes) except when agreed otherwise on the quotation as defined by the requisite International Chamber of Commerce (ICC) Incoterms® 2020
6.5 All EU customers require an EORI number for importation of goods. Sellers accepts no responsibility for any delays or charges when an EORI number has not been provided. Any, or all charges arising from failure to provide an EORI number will be borne by the Buyer.
6.6 The Prices are for the agreed International Chamber of Commerce (ICC) Incoterms® 2020 terms set out in the quotation and exclude the costs of packaging, insurance, carriage which shall be paid by the Buyer, unless specifically agreed on the quotation.
6.7 Where installation or training are quoted, prices include all travel and accommodation costs.
6.8 If Buyer fails to make a payment due to Seller under this Terms & Conditions by the due date, then, without limiting Seller's remedies under this Terms & Conditions:
(a) Seller may suspend supply of Products under this Terms & Conditions (or any other contract between Seller and Buyer) until payment has been made in full;
(b) Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.9 If Buyer disputes any invoice or other statement of monies due, Buyer shall immediately notify Seller in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in this clause 6.
7. Compliance with laws and policies
7.1 In performing its obligations under the Terms & Conditions, Buyer shall, and shall procure that each member of its Group shall, comply with:
(a) all applicable laws, statutes, and regulations, from time to time in force; and
(b) the Judges Scientific plc Code of Conduct in Schedule 1.
8. Limitation of liability
8.1 Seller has obtained insurance cover in respect of its own legal liability for individual claims and the limits and exclusions in this clause 8 reflect the insurance cover Seller has been able to arrange. Buyer is responsible for making its own arrangements for the insurance of any excess loss.
8.2 The restrictions on liability herein apply to every liability arising under or in connection with this Terms & Conditions including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in the Terms & Conditions limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.4 Subject to the foregoing of this liability clause, Seller's total liability to Buyer shall be capped at the value of the Order as defined by the Order Acknowledgement.
8.5 The following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of Terms & Conditions or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data, or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.6 Seller shall have no liability unless a claim is made within 6 months of Delivery or the date that Buyer ought reasonably to have been aware of the right to claim.
8.7 Seller has given commitments as to compliance of the Products with relevant specifications in clause 3.2. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Terms & Conditions.
9. Buyer Instruction
9.1 Notwithstanding any provision of this Terms & Conditions, under no circumstances shall Seller have any liability to Buyer or any other party under the terms of this Terms & Conditions or any applicable annex, purchase order, or other document, if Seller has assembled goods pursuant to the instructions, guidance, and / or specifications of Buyer and / or its representatives, affiliates, employees, or agents. Buyer shall have no ability to request or require Seller to create new products without due payment or re-do any work or process in this regard.
9.2 Notwithstanding any provision of this Terms & Conditions, under no circumstances shall Seller have any liability to Buyer or any other party under the terms of this Terms & Conditions for any errors, loss or damage that may result of the buyer failing to provide full and correct information to the Seller.
10. Confidentiality
10.1 Each party undertakes that it shall not at any time during these Terms & Conditions and for a period of two years after the delivery date disclose to any person any Confidential Information, except as permitted by clause 10.2.
10.2 Each party may disclose the other party's Confidential Information:
(a) to its employees, officers, representatives, contractors, subcontractors, or advisers, who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Terms & Conditions. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers, to whom it discloses the other party's confidential information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
10.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Terms & Conditions are granted to the other party, or to be implied from this Terms & Conditions.
11. Intellectual Property
11.1 Seller (and its licensors) retains all right, title and interest in and to all Intellectual Property Rights in and to the Products and all designs, engineering details, and other technology and information relating to the Products. The Products are offered for sale and are sold by Seller subject in every case to the condition that such sale does not convey any licence, expressly or by implication, to manufacture, duplicate or otherwise copy the Products or create derivative works thereof. All rights not otherwise granted herein are reserved.
12. Force Majeure
12.1 Provided it has complied with clause 12.2, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Terms & Conditions by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of this Terms & Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
12.2 The Affected Party shall as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Terms & Conditions, and will use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
12.3 If the Force Majeure Event prevents, hinders, or delays the Affected Party's performance of its obligations for a continuous period of more than 6 months, the party not affected by the Force Majeure Event may terminate this Terms & Conditions by giving [3 months] written notice to the Affected Party.
13. Software
13.1 the software provider grants the end-user a perpetual license to use the software, subject to the terms and conditions outlined herein.
13.2 The end-user acknowledges that updates, bug fixes, and new features and functionality are considered part of the annual license subscription. The end-user agrees without purchasing the annual license subscription fee to access these updates, they will not be entitled to anything considered part of the annual licence subscription. These will run from date of delivery, unless otherwise agreed in writing, until the expiration date of the annual licence.
13.3 The software provider retains ownership of the software and all associated intellectual property rights. The end-user acknowledges and agrees not to challenge or infringe upon these rights.
13.4 The software is provided "as is" without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. The software provider disclaims all liability for any defects, errors, or inaccuracies in the software.
13.5 The software provider shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from the use or inability to use the software, even if advised of the possibility of such damages.
13.6 The end-user agrees to comply with all applicable laws and regulations in their use of the software, including maintaining the confidentiality of any login credentials and refraining from using the software for illegal or unauthorised purposes
14. Termination
14.1 In the event of a material breach of the Contract by either party, the non-breaching party may terminate the Contract with immediate effect by notice in writing.
14.2 The Buyer may terminate the Contract with immediate effect by notice in writing to the Seller if at any time:
(a) the Seller passes a resolution that it be wound-up or that an application be made for an administration order or the Seller applies to enter into a voluntary arrangement with its creditors;
(b) a receiver, liquidator, administrator, supervisor, administrative receiver be appointed in respect of the Seller’s property, assets or any part thereof
(c) the court orders that the Seller be wound-up or a receiver of all or any part of the Seller’s assets be appointed;
(d) the Seller is unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986;
(e) the Seller (being an individual or partnership) is declared or adjudicated bankrupt or enters into any arrangement or composition with its creditors;
14.3 The Order Acknowledgement is acceptance as outlined in Clause 2. Any cancellation after receipt of the Order Acknowledgement will incur the full cost within the Order Acknowledgement.
14.4 Nothing in this Condition 14 shall affect the coming into, or continuance in force of any provision of the Contract which is expressly or by implication intended to come into force or continue in force upon termination of the Contract.
15. General Terms
15.1 Buyer shall not, without the prior written consent of Seller, assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms & Conditions (such consent not to be unreasonably withheld or delayed).
15.2 In the event of the Seller being unable to complete the Purchase Order through bankruptcy, liquidation or receivership then the Contract created by the Purchase Order shall automatically determine that the Buyer shall be treated by the Seller as a preferential creditor.
15.3 Except as expressly provided in these Terms & Conditions, each party shall pay its own costs incurred in connection with any negotiation, preparation, and execution of this Terms & Conditions.
15.4 If any provision or part-provision of this Terms & Conditions is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Terms & Conditions.
15.5 At its own expense each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Terms & Conditions.
15.6 No variation of this Terms & Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.7 A waiver of any right or remedy under this Terms & Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Terms & Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Terms & Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.8 Any notice given to a party under or in connection with this Terms & Conditions must be given in writing and shall be deemed to have been given properly by either party on the date of its delivery if sent by courier or by public registered post to the other at the address stated on the Front Sheet (or any other address from time to time notified to the other in writing). This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15.9 This Terms & Conditions constitutes the entire Terms & Conditions between the parties and supersedes and extinguishes all previous and contemporaneous Terms & Conditions, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
15.10 Each party acknowledges that in entering into this Terms & Conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Terms & Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Terms & Conditions.
15.11 Unless it expressly states otherwise, this Terms & Conditions, does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Terms & Conditions.
15.12 This Terms & Conditions may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Terms & Conditions.
16. Export Controls & Sanctions
16.1 This Terms & Conditions may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Terms & Conditions.
16.2 Both parties represent and warrant that they comply and will continue to comply with all applicable export control laws and regulations, including but not limited to EAR (Export Administration Regulations) and ITAR (International Traffic in Arms Regulations) and that neither party will export products or components in breach of applicable law or regulations on export control to a person or country for which an export licence is required without first obtaining the relevant licence and approvals.
16.3 Buyer confirms it will not transfer to Seller any information, including but not limited to software, technical data, designs, source codes and technology, in breach of such controls. Seller will not accept any responsibility or liability for any unauthorised or illegal transmission of such information to it by Buyer.
16.4 Buyer warrants that at the date of this Terms & Conditions, and for the duration of the Terms & Conditions, it is not: (a) on a sanctions list, owned or controlled by anyone listed on a sanctions list, and is not located in or incorporated under the laws of, a country or territory that is subject to any sanctions; and (b) will not contravene any laws or regulations relating to economic or financial, trade, immigration, aircraft, shipping or other sanctions, export controls, trade embargoes or restrictive measures from time to time imposed, administered or enforced by a sanctions authority.
17. Governing law and Jurisdiction
17.1 This Terms & Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
17.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Terms & Conditions or its subject matter or formation.
17.3 This Terms & Conditions are subject to change without prior notice.
SCHEDULE 1
CODE OF CONDUCT
GDS is registered for VAT (reg. No. 335593441) and tax invoices are required from all VAT registered suppliers.