TERMS AND CONDITIONS OF SALE
A. Seller’s offer to sell is conditioned upon Buyer’s assent to the terms and conditions of sale contained herein. Any other terms or conditions at variance with these terms and conditions and all provisions of any order or other writing submitted by Buyer which purport to impose any obligation on Seller to grant any rights to Buyer other than as stated herein are hereby rejected and shall be null and void. Buyer’s acceptance of any products shall be deemed to be upon the terms and conditions specified herein.
B. Any order received as a result of Seller’s quotation is subject to approval by Seller’s management.
Seller reserves the right to cancel without liability, at any time, any contract or order or unfilled portions thereon, when performance of the same is prevented, directly or indirectly, by any cause whatsoever beyond Seller’s reasonable control.
3. WARRANTY AND LIMITATION OF LIABILITY
Seller warrants all products against defects in materials or workmanship under normal use, maintenance and service for one year from date shipment from Seller’s factory. The sole and exclusive obligation of Seller under this warranty shall be to replace or, at Seller’s option, to repair, without charge, any product which is determined by Seller to be defective after the product is returned to Seller’s factory in accordance with Paragraph 7 below, shipping costs prepaid by Buyer. Except where caused by the negligence of the seller, in no event shall Seller be liable for indirect, special, or consequential damages of any nature whatsoever (including, without limitation, lost profits) or for personal injuries or property damage resulting from any use or inability to use Seller’s product. SELLER SHALL NOT BE LIABLE FOR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. No person, including any dealer or representative of Seller, is authorised to make any representation or warranty on behalf of Seller in addition to or inconsistent with these provisions. Buyer agrees to indemnify and hold Seller harmless from all third party claims in excess of the warranties outlined herein.
Buyer’s failure to comply with the terms of payment shall be a material breach of the contract and shall give Seller the right to suspend further
shipments until Buyer pays for all previous shipments. In addition, if in the judgement of Seller, Buyer’s financial condition shall at any time become impaired, Seller shall have the right to suspend further shipments until Buyer furnishes Seller with adequate assurances of payments.
5. CREDIT APPROVAL
Payment terms covered by this quotation are subject to Seller’s credit approval.
Unless otherwise agreed in writing delivery shall be EXW Seller’s factory. In the absence of specific shipping instructions from Buyer, Seller, at Buyer’s cost and expense, shall determine the method of shipment and the carrier.
7. RETURN OF PRODUCTS
Prior to returning any product, Buyer shall contact Seller’s Production Planning Department and request authorisation for the return. Seller shall provide Buyer with an “Authorisation to Return Material (ARM) number. This ARM number is to be included on all documentation and outside packaging. Merchandise returned without authorisation shall not be accepted by Seller’s Receiving Department. Buyer shall ship all products “Freight Prepaid”.
8. PROPRIETARY INFORMATION
Buyer agrees that any data, such as Seller’s specifications, drawings, software and information (including, without limitation, designs, reports, software documentation, manuals, models, process information), revealed by Seller to Buyer is proprietary to Seller and shall be kept in confidence by Buyer and treated with at least the same care and safeguards as applied to Buyer’s own proprietary information. Such data shall not be duplicated, disclosed, or used without Seller’s written permission.
All products not rejected by Buyer within ten (10) days of receipt shall be deemed accepted.
All payments are to be remitted in US Dollars. Buyer is responsible for any taxes, fees or duties imposed by those other than the UK Government.
11. GOVERNING LAW
The terms and conditions stated herein shall be governed by and construed in accordance with the laws of England and subject to the Jurisdiction of the English Courts.
DATA PRIVACY CLAUSE
1. Compliance with Law. The products and/or services being provided require the collection of Personal Information (information and data exchanged in connection with this Agreement related to any identified or identifiable natural person or, in case of a conflict with applicable law, which is subject to any applicable data privacy laws). The parties will comply with applicable data privacy laws governing Personal Information processed in connection with this Agreement. The parties take all reasonable commercial and legal steps to protect Personal Information.
2. Rights and Obligations.
2.1. If Buyer provides Seller with Personal Information, Buyer will ensure that it has the legal right to do so. Buyer will notify the individuals whose Personal Information it has provided to Seller prior to providing it to Seller.
2.2. Seller may share Personal Information with Seller’s service providers in accordance with applicable data privacy laws and with appropriate protections.
2.3. Seller may store Personal Information on servers located and accessible globally by UTAS entities and their service providers with appropriate protections in place.
2.4. If Seller processes Personal Information under this Agreement, Seller will retain the Personal Information for the term of this Agreement and thereafter as required under this Agreement, to protect Seller’s legal rights, or as required or permitted by law or audit requirements. If processes Personal Information for purposes separate and apart from this Agreement, Seller serves as a controller and assumes legal obligations as a controller, including for defining the appropriate retention period.
2.5. If the Personal Information is involved in a Data Breach Incident (set of circumstances that involve actual or a reasonable possibility of unauthorized access to or possession of, or the loss or destruction of, Personal Information), the party on whose system the data was stored is responsible for any notifications and associated costs. Unless prohibited by law or a regulator with jurisdiction over a party, the notifying party shall make reasonable efforts to coordinate with the other party to allow input into the notification before it is made.
2.6. While performing under this Agreement, if a party learns of any: (i) complaint or allegation indicating a violation of the applicable data privacy laws regarding Personal Information; (ii) request from one or more individuals seeking to access, correct, or delete Personal Information; or (iii) inquiry or complaint from one or more individuals in relation to the processing of Personal Information, the party will exercise reasonable efforts to promptly notify the other party in writing, except to the extent prohibited by law, law enforcement, or a regulator with jurisdiction over such party. The parties shall provide reasonable commercial assistance to each other in investigating the matter, identifying the relevant information, preparing a response, implementing a remedy, and/or cooperating in the conduct of and defending against any claim, court or regulatory proceedings.
3. INTERNATIONAL TRADE COMPLIANCE REQUIREMENTS
3.1. Customer shall comply with all International Trade Compliance (“ITC”) laws and regulations (“ITC Laws”). ITC Laws mean the import, customs, export control, sanctions and U.S. antiboycott laws, regulations, and orders applicable at the time of the placement of an Order or the import, export, re-export, transfer, disclosure, or provision of Products or technical data, including, without limitation, the (i) Export Administration Regulations ("EAR") administered by the Bureau of Industry and Security, U.S. Department of Commerce, 15 Code of Federal Regulations (C.F.R.) Parts 730-774; (ii) International Traffic in Arms Regulations ("ITAR") administered by the Directorate of Defense Trade Controls, U.S. Department of State, 22 C.F.R. Parts 120-130; (iii) Foreign Assets Control Regulations and associated Executive Orders administered by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury, 31 C.F.R. Parts 500-598; (iv) Internal Revenue Code, 26 U.S.C. § 999, enforced by the U.S. Department of Treasury; (v) International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C., § 1701 et. Seq.; (vi) Customs regulations administered by U.S. Customs and Border Protection, 19 United States Code (U.S.C.) and Title 19 C.F.R.; and (vii) applicable import, customs and export laws and regulations of other countries, except to the extent they are inconsistent with U.S. law. If Customer is not a U.S. person or entity, it shall nevertheless comply with all ITC Laws fully and to the extent it would be required to do so if it were a U.S. person or entity.
3.2. It is understood that the authorization or written permission of the U.S. or other governments or union of states (e.g. the European Union) may be required prior to the shipment of any Product or the transfer of any technical data. The Company agrees to notify Distributor of the jurisdiction and classification of Products and attendant technical data by including such information on shipping invoices or similar documentation. Customer shall be responsible for complying with all ITC Laws and for obtaining all required licenses and authorizations to export any Products or technical data to the Territory, based on the ultimate customer, destination and end use. The Company agrees to cooperate reasonably and exercise reasonable efforts to support Customer in obtaining the necessary licenses or authorizations required to export Products or technical data to the Territory. The failure or inability of customer to obtain any necessary license or authorization under any applicable ITC Laws shall not entitle Customer to cancel or terminate any Order, or terminate its obligation to pay for, or reduce the price of, any Order. Customer agrees to perform due diligence for all prospective sales of Products or transfers of technical data to ensure that the end uses and end users of the Products and technical data are permissible under the ITC Laws.
3.3. Denied Party Screening/Sanctions.
3.3.a. The Customer warrants that it is not listed on, and is not owned or controlled by, affiliated with or acting on behalf of any person or entity listed on, the OFAC Specially Designated Nationals and Blocked Persons List, the Denied Persons List, or any other list of restricted or denied parties maintained by the U.S. Departments of Commerce, Treasury, or State, or any non-U.S. counterpart of the foregoing.
3.3.b. The Customer shall perform denied party screening on its employees and all parties whom the Customer engages or solicits in connection with the placement of Orders and the sale of Products under this Agreement. This requirement is intended to ensure that the Customer identifies any potential customer, person or entity with whom the Customer engages in connection with this Agreement that is ineligible to perform such activity or ineligible to be a customer because of any embargo, sanction, and debarment or denied party designation.
3.3.c. In furtherance of its ITC obligations under this Agreement, Customer shall not:
3.3.c.1. Engage in or facilitate, directly or indirectly, or be involved in any matter under this Agreement with, the export, re-export, or re-transfer of any Products or technical data to Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine, or to the governments of those countries, or contrary to any applicable Russian Sectoral Sanctions; and
3.3.c.2. Engage any person or entity to perform transactions, dealings, activities or services under this Agreement or solicit any potential customer when such person or entity is identified as a denied party pursuant to any embargo, sanction and debarment or denied party designation maintained by the U.S. government or any non-U.S. government or union of states.
3.4. If any Product is a defense article or if Customer provides a defense service under the ITAR, Customer shall, if and as required, become registered with the Directorate of Defense Trade Controls (if it is not already registered) as a Broker and/or an Exporter under the ITAR and shall submit annual brokering reports. Customer shall maintain registration throughout the period of the Agreement and will provide evidence of registration annually to the Company.
3.5. If the Company agrees to become involved in any return of merchandise to the United States or other applicable non-U.S. jurisdiction for warranty or other purposes, Customer agrees to provide the Company with sufficient advance notice to enable it to obtain any authorizations needed to comply with U.S. or other applicable import or export requirements.
3.6. The Customer hereby certifies that it has not paid, or offered or agreed to pay, or has caused to be paid, or offered or agreed to be paid directly or indirectly, in respect of this Agreement any political contributions, fees or commissions (as defined in Part 130 of the ITAR), and it will not do so in connection with its work related to this Agreement.
3.7. Any Orders or other actions made by Customer in contravention of ITC Laws are outside the scope of authority granted to Customer under this Agreement and shall be null and void. Customer shall not ship any Products sold under this agreement in contravention of ITC Laws. Customer agrees to provide immediately to the Company any information Customer becomes aware of that would indicate Products or technical data may have been diverted to an impermissible end use or end user. Customer’s obligations to comply with ITC Laws will survive any expiration or termination of this Agreement.
 See www.treasury.gov/resource-center/sanctions/SDN-List/Pages/consolidated.aspx for US sanctions screening list; http://www.international.gc.ca/sanctions/index.aspx?lang=eng for Canadian sanctions screening list; and http://eeas.europa.eu/topics/sanctions-policy/8442/consolidated-list-of-sanctions_en for European Union sanctions screening list.
 See http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, and Parts 742.8, 742.9, 742.10 and 746 of the EAR for a current list of restricted countries under U.S. law.