HTL GROUP LTD

STANDARD TERMS AND CONDITIONS OF BUSINESS – SALE

April 2020

PART 1: INTRODUCTION

1. About us

HTL Group Limited is a company registered in England and Wales with company registration number 02868728 and having its registered office address at 45 Colbourne Avenue, Nelson Park, Cramlington, Northumberland NE23 1WD (HTL Group Ltd). Our VAT number is 621 2863 60.

We, the HTL Group Ltd, only sell goods, rights and services (“Deliverables”) on these terms and conditions (“the Terms”).  If you accept our quotation or proposal it will be on the Terms and no other standard terms.  If you act in a manner calculated to appear as an acceptance of our quotation or proposal, that will act as an acceptance and you will be bound by our Terms, regardless of any inconsistency in your own small print.  If you wish to reject our quotation or proposal and make a counter-offer you MUST therefore reply to our quotation or proposal in words explicitly and clearly indicating rejection.  Equally, if you make a counter-offer which is not clearly labelled as such (or as a rejection of our quotation or proposal) no subsequent behaviour of ours, in accepting Performance, can be taken to imply any acceptance by us of that counter-offer.  These Terms can only be changed, or other terms agreed, in written correspondence signed by a director or other senior officer of HTL Group Ltd These Terms are important and should be studied carefully.

2. About this document

2.1               The conditions set out in this document apply to all contracts of hire or supply entered into by HTL Group Ltd to the exclusion of any terms and conditions of the Customer.

2.2               This document is organised into four parts, as follows:

1. Introduction

2. Hire of Equipment

3. Supply of Products and Services

4. General Terms

Parts 1 and 4 are applicable to all Agreements. Parts 2 or 3 apply depending on the nature of the Agreement.

3. Formation of contract

3.1                An Agreement on these Terms shall be formed by the acceptance of a quotation or proposal submitted by HTL Group Ltd to the Customer (not stated to be ‘subject to contract’) which is accepted in writing by the Customer within 30 days of issue or upon HTL Group Ltd’s acceptance of a verbal or written order placed by the Customer.

3.2               The Customer has no right to cancel or terminate an Agreement except as expressly set out in these Terms.

3.3               The Customer is responsible for ensuring the accuracy of any order. Amendments to an order which has been accepted shall be at the discretion of HTL Group Ltd.

4. Interpretation

4.1               The following definitions and rules of interpretation apply in these Terms.

Agreement: the contract between HTL Group Ltd and the Customer on these Terms.

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

Commencement Date: the date on which the Customer takes Delivery of the Equipment.

Confidential Information: is defined in condition 15.1.

Customer: the person or firm hiring Equipment or purchasing Products and/or Services from HTL Group Ltd.

Delivery: the transfer of physical possession of Equipment or Products (as the case may be) to the Customer at the Delivery Location and Delivered shall be interpreted accordingly.

Delivery Location: the place at which Equipment or Products (as the case may be) are to be Delivered.

Equipment: the equipment to be hired by the Customer referred to in the order, quote or proposal (as the case may be).

Expenses: any out-of-pocket costs incurred by HTL Group Ltd in fulfilling an Agreement, including (without limitation):

(a)          postage, packaging, carriage, freight, and handling charges;

(b)            insurance;

(c)            currency conversion and banking charges applicable to the payment method used;

(d)            value added tax or any other applicable sales tax in the country in which HTL Group Ltd is resident; and

(e)            any customs, import or other duties charged in respect of the sale and importation of Equipment or Products into the country in which the Customer is resident or the Delivery Location is located.

Force Majeure Event: has the meaning given to it in condition 21.1.

Hire Charges: the payments to be made by or on behalf of Customer for hire of the Equipment.

In-put Material: all documents, information and materials provided by the Customer relating to the Services, including drawings, data, reports and specifications.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, 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, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

List Prices: the prices set out in HTL Group Ltd standard price list or in any bespoke price list agreed between HTL Group Ltd and the Customer.

Period of Hire: is defined in condition 6.1.

Products: the products ordered by the Customer and Product shall mean any of them.

Products Specification: any specification for a Product, including any relevant plans or drawings, that is agreed in writing by the Customer and HTL Group Ltd.

Pre-existing Materials: all documents, information and materials provided by HTL Group Ltd. relating to the Services which existed prior to the commencement of the Agreement, including drawings, data, reports, and specifications.

Services: the services which HTL Group Ltd has agreed to provide to Customer.

Service Specification: the description of, or specification for, the Services agreed between HTL Group Ltd and the Customer.

Site(s): the Delivery Location and such other location(s) as may be approved by HTL Group Ltd in writing.

Supplier Materials: is defined in condition 16.1(f).

Terms: these terms and conditions.

VAT: value added tax chargeable under the Value Added Tax Act 1994.

 

4.2           Construction. In these Terms, the following rules apply:

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

(b)            headings shall not effect interpretation;

(c)            a reference to a party includes its successors or permitted assigns;

(d)            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;

(e)            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

(f)            a reference to writing or written includes faxes and emails.

 

PART 2: HIRE OF EQUIPMENT

This part applies to contracts of hire only

 5.  Equipment hire

HTL Group Ltd shall hire and the Customer shall take on hire the Equipment for use at the Site(s) subject to these Terms.

6. Hire Charges and deposit

6.1               The Customer shall pay the Hire Charges to HTL Group Ltd. The Hire Charges are calculated by reference to daily rates based on calendar days not 24 hour periods (including weekends and bank holidays) and shall accrue from the Commencement Date until the (and including) the date on which the Equipment goes off hire, i.e. is returned to or collected by HTL Group Ltd. (Period of Hire).

6.2               The Hire Charges are exclusive of VAT and Expenses.

6.3               All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding.

6.4               HTL Group Ltd may require guarantees to be given by any one or more of the Customer’s directors or shareholders before accepting a Customer’s order and may terminate the Agreement where any such guarantee is terminated or if the guarantor is subject to any of the events described in conditions 20.1(c) – (k) below.

6.5               Save as otherwise agreed in writing, HTL Group Ltd shall invoice the Customer for the Hire Charges on return of the Equipment save that if the Period of Hire exceeds 30 days, HTL Group Ltd shall be entitled to invoice for Hire Charges on an interim basis. All invoices shall be payable on the 30th day following the date of invoice unless extended credit has been agreed in writing. Time of payment shall be of the essence of the Agreement.

6.6               If the Customer fails to make any payment due to HTL Group Ltd under these Terms by the due date for payment, then, without limiting HTL Group Ltd’s other remedies, the Customer shall pay interest on the overdue amount at the rate of 10% per annum above the base lending rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and shall compound weekly. The Customer shall pay the interest together with the overdue amount.

6.7               Hire may be made conditional upon receipt by HTL Group Ltd of a deposit from the Customer. Where notified to the Customer in advance, payment of the required deposit shall be a term of the Agreement, whether or not referred to in the Customer’s purchase order. Any such deposit shall be held by HTL Group Ltd against default by the Customer of payment of any Hire Charges or any loss of or damage caused to the Equipment. If the Customer fails to pay any Hire Charges when due, or causes any loss or damage to the Equipment (in whole or in part), HTL Group Ltd shall be entitled to apply the deposit (or part of it) against such default, loss or damage. The Customer shall pay to HTL Group Ltd any sums deducted from the deposit within ten (10) Business Days of a demand for the same. The deposit (or balance thereof) shall be refundable within ten (10) Business Days of the end of the Period of Hire.

6.8               All sums shall be paid to HTL Group Ltd in pounds sterling unless otherwise agreed in writing.  An additional charge of 2.5% of the total sum payable shall be applied to all orders made using a debit or credit card.

Delivery

7.1               HTL Group Ltd shall use commercially reasonable endeavours to Deliver the Equipment to, or make it available for collection from, the Delivery Location, by the date and time agreed between the parties. However, HTL Group Ltd shall not in any event be liable for any losses, costs or expenses caused by delay in Delivery. Time shall not be of the essence of HTL Group Ltd’s obligation to effect Delivery. Risk shall transfer in accordance with condition 8 of these Terms.

7.2               As its sole remedy in the event of delay, the Customer may terminate the Agreement (without any entitlement to receive damages) if Equipment is not Delivered or made available for collection within 5 business days of the agreed date unless the delay is caused by the Customer’s breach of the Agreement. This right shall lapse is delivery occurs prior to notification of termination.

7.3               The Customer shall procure that a duly authorised representative of the Customer shall be present at the Delivery of the Equipment. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Customer has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended (excluding latent defects which could not have been discovered on a reasonable inspection of the Equipment). If required by HTL Group Ltd, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.

7.4               In the event that Equipment on hire becomes unusable through damage or is lost, HTL Group Ltd may dispatch a replacement item to the Customer or terminate the hire.  All damaged Equipment must be returned to HTL Group Ltd for examination.  If HTL Group Ltd determines that failure of equipment has been caused by the Customer’s misuse or breach of the Agreement or Equipment has been lost, all costs incurred by HTL Group Ltd in delivering the replacement Equipment shall be reimbursed by the Customer and Hire Charges relating to replacement Equipment shall be in addition to charges relating to the damaged or lost Equipment as referred to in condition 9.3.  Conditions 7.1 to 7.3 shall apply to deliveries of replacement Equipment.

8. Title, risk and insurance

8.1               The Equipment shall at all times remain the property of HTL Group Ltd, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to these Terms).

8.2               The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer during the Period of Hire. During the Period of Hire, the Customer shall, at its own expense, obtain and maintain the following insurances:

(a)            insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as HTL Group Ltd may from time to time nominate in writing;

(b)            insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as HTL Group Ltd may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and

(c)            insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as HTL Group Ltd may from time to time consider reasonably necessary and advise to the Customer.

8.3               If the Customer fails to effect or maintain any of the insurances required under these Terms, HTL Group Ltd shall be entitled to immediately terminate the Agreement.

8.4               The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to HTL Group Ltd and proof of premium payment to HTL Group Ltd to confirm the insurance arrangements.

8.5               HTL Group Ltd shall have access to any premises of the Customer where Equipment is or is suspected to be located for the purpose of recovering the Equipment at any time and without any prior notice being required after the Agreement has terminated.

9.                Customer’s responsibilities

9.1               The Customer shall during the term of the Agreement:

(a)            ensure that the Equipment is kept and operated in a suitable environment used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by HTL Group Ltd;

(b)            make no alteration or repair to the Equipment and not remove any existing component(s) from the Equipment other than consumables without HTL Group Ltd’s written consent;

(c)            keep HTL Group Ltd fully informed of all material matters relating to the Equipment;

(d)            notify HTL Group Ltd forthwith upon the failure of any Equipment;

(e)            keep the Equipment at all times at the Site(s) and not move or attempt to move any part of the Equipment to any other location without HTL Group Ltd’s prior written consent;

(f)            permit HTL Group Ltd or its duly authorised representative to inspect, test, adjust, repair or replace the Equipment at all reasonable times and for such purpose to enter upon the Site(s) or any premises at which the Equipment may be located;

(g)            not part with control of, sell or offer for sale or hire, the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

(h)            not attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building;

(i)            not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify HTL Group Ltd and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify HTL Group Ltd on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

(j)            not use the Equipment for any unlawful purpose;

(k)            not remove any trade marks or signs from the Equipment and ensure that at all times the Equipment remains identifiable as being HTL Group Ltd’s property;

(l)            deliver up the Equipment at the end of the Period of Hire or on earlier termination of the Agreement at such address as HTL Group Ltd requires, or if necessary allow HTL Group Ltd or its representatives access to the Site(s) or any premises where the Equipment is located for the purpose of removing the Equipment; and

(m)           not do or permit to be done anything which could invalidate the insurances referred to in condition 8.

9.2           It shall be the Customer’s responsibility to ensure that the Equipment is suitable for the Customer’s purposes. Any knowledge HTL Group Ltd has of the Customer’s intended purpose shall not, unless otherwise agreed, imply any warranty that the Equipment is suitable for that purpose.

9.3           The Customer shall pay to HTL Group Ltd the costs of repairing and making good all damage to the Equipment from whatever cause the same may arise, fair wear and tear excepted.  Where Equipment is lost or deemed by HTL Group Ltd to be beyond economical repair, HTL Group Ltd shall invoice the Customer for, and the Customer shall pay to HTL Group Ltd within 30 days, the List Price of the Equipment affected.  In the event of loss or damage to the Equipment, Hire Charges shall continue to accrue until settlement has been effected in relation to the costs of repair or replacement of the Equipment and shall be payable in addition to such sums.  The Customer shall fully and completely indemnify HTL Group Ltd in respect of all claims by any person whatsoever for injury to person or property caused by or in connection with or arising out of the use of the Equipment and in respect of all costs and charges in connection therewith whether arising under state or common law.

9.4           The Customer shall be responsible for the cost of returning the Equipment to HTL Group Ltd at the end of the hire. Where a return date has been agreed for the Equipment, the Customer should ensure that the Equipment is returned by the agreed date unless agreed otherwise. HTL Group Ltd may terminate the Agreement at any time if the agreed period of hire has been exceeded.

9.5           If the Equipment is in any accident resulting in injury to any person or damage to any property, immediate notice must be given to HTL Group Ltd by telephone and confirmed in writing.  The Customer is not authorised to make any admissions on HTL Group Ltd’s behalf.

PART 3: SUPPLY OF PRODUCTS AND SERVICES

This part applies to contracts for the supply of Products and/or services only

10.  Description of products

10.1         The Products are described in HTL Group Ltd’s catalogue or website or in any applicable Products Specification. The colours and packaging of the Products may vary from the description and dimensions given are approximate only.

10.2         HTL Group Ltd reserves the right to modify the Products and/or any applicable Products Specification in order to achieve compliance with any applicable statutory or regulatory requirements.

10.3         No warranty is given that Products are compliant with, or may be used in accordance with, any laws or regulations applicable outside of the United Kingdom.

10.4         It is the Customer’s responsibility to ensure that Products are fit for the Customer’s intended purpose(s).

11.           Delivery of products

11.1                  Delivery of the Products shall as agreed either be made by HTL Group Ltd delivering the Products to an agreed location or making the Product’s available to collect from its premises.

11.2                  Delivery may be made at any time after the Agreement becomes effective, including prior to any agreed delivery date upon giving reasonable notice to the Customer. Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. HTL Group Ltd shall not be liable for any delay in delivery of the Products. The Customer’s sole remedy in relation to delay is as set out in condition 11.3.

11.3                  As its sole remedy in the event of delay, the Customer may terminate the Agreement (without any entitlement to receive damages) if Products are not Delivered or made available for collection within 30 days of the agreed date unless the delay is caused by the Customer’s breach of the Agreement. This right shall lapse is delivery occurs prior to notification of termination. The Customer’s sole financial remedy upon terminating in accordance with this condition shall be to receive within 30 days of termination a full refund of that amount of purchase price of the Products (if any), actually received by HTL Group Ltd.

11.4                  HTL Group Ltd may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

11.5                  Where the Customer is to collect the Products from HTL Group Ltd’s premises, collection must be made within three Business Days of HTL Group Ltd notifying the Customer that the Products are ready.

11.6         Delivery at a location other than HTL Group Ltd’s premises shall occur when the Products arrive at the location and where Products are to be collected from HTL Group Ltd’s Premises, delivery shall occur when the Products are made available for loading by the Customer or its carrier.

11.7         If the Customer fails to accept or take Delivery of the Products in accordance with these Terms, then except where such failure or delay is caused by HTL Group Ltd’s failure to comply with its obligations under the Agreement, HTL Group Ltd may charge the Customer for all related costs and expenses (including insurance) of storing the Products until Delivery takes place. HTL Group Ltd may also elect, by service of a written notice on the Customer, to terminate the Agreement or to treat the Products as having been Delivered. Where Products which have been Delivered to the Customer are in HTL Group Ltd’s possession, they may be sold and any shortfall in the price shall be paid by the Customer to HTL Group Ltd.

12.           Quality of products

12.1         HTL Group Ltd warrants, in relation to HTL Group Ltd’s Products only, that on Delivery, and for a period of 12 months from the date of delivery (warranty period), the Products shall:

(a)            conform in all material respects with their description and any applicable Products Specification; and

(b)            be free from material defects in design, material and workmanship

12.2         Lifetime warranties apply (or may be applied at an additional cost) to some HTL Group Ltd’s Products.  Where a lifetime warranty applies, the terms of the warranty shall be as set out within a separate warranty document signed on behalf of HTL Group Ltd and which has been signed on behalf of the Customer and returned to HTL Group Ltd in accordance with the provisions of the warranty document.  Any such separate document shall apply in place of the provisions of conditions 12.1 and 12.3 to 12.8 (inclusive).  No claim may be made under a lifetime warranty more than 8 years after delivery of the Products affected and the useful life of the Products may be a shorter period.

12.3         Subject to condition 12.4, if:

(a)            The Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in condition 12.1;

(b)            HTL Group Ltd is given a reasonable opportunity of examining such Products; and

(c)            The Customer returns such Products to HTL Group Ltd’s place of business at the Customer’s cost (to be refunded if the Products are found not to comply with the warranty at condition 12.1) with a reasonable period of giving the notice referred to in condition 12.3(a):

HTL Group Ltd shall, at its option, repair or replace Products found by it not to comply with the warranty in condition 12.1, or refund the price of the defective Products in full.

12.4                  HTL Group Ltd shall be not liable for a Product’s failure to comply with the warranty in condition 12.1 if:

(a)                       the Customer makes any further use of such Product after giving a notice in accordance with condition 12.3;

(b)                          the defect arises because the Customer failed to follow HTL Group Ltd’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice;

(c)                           the defect arises as a result of HTL Group Ltd following any drawing, design or Products Specification supplied by the Customer;

(d)                           the Customer alters or repairs such Products without the written consent of HTL Group Ltd;

(e)                           the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

(f)                           the Customer fails to service or calibrate the Product in accordance with HTL Group Ltd’s recommendations; or

(g)                           the Products differ from the Products Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

12.5                  For the avoidance of doubt, the warranty in condition 12.1 does not apply to consumable parts (if any).

12.6         Except as provided in this condition 12, HTL Group Ltd shall have no liability to the Customer in respect of the Product (s) failure to comply with the warranty set out in condition 12.1.

12.7         The terms of these Terms shall apply to any repaired or replacement Products supplied by HTL Group Ltd under condition 12.2 (but the warranty period shall not thereby be extended).

12.8         HTL Group Ltd’s view of the cause of any damages to or failure of any Product shall be final.

12.9         No warranty is given by HTL Group Ltd in relation to Products which unbranded or sold under third party brands. However, if a defective Product is returned to HTL Group Ltd within the manufacturer’s warranty period (at the Customer’s cost) it will be returned to the manufacturer for examination at the Customer’s cost. If it is found to be defective and the Manufacturer provides a replacement Product or credit to HTL Group Ltd, HTL Group Ltd shall either supply a replacement Product to the Customer charging only it’s Expenses or credit the amount (excluding carriage and insurance) of any invoice raised in relation to a replacement Product already supplied.

13.           Title and risk

13.1         The risk and title in the Products shall pass to the Customer on completion of Delivery.

13.2         Until title to the Products has passed to the Customer, the Customer shall:

(a)            store the Products separately from all other Products held by the Customer so that they remain readily identifiable as HTL Group Ltd’s property;

(b)            not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

(c)            not pledge or in any way charge or encumber by way of security for indebtedness any of the Products;

(d)            maintain the Products in satisfactory condition and keep them insured against all risks for their full price on HTL Group Ltd’s behalf from the date of delivery; and

(e)            give HTL Group Ltd such information relating to the Products as HTL Group Ltd may require from time to time.

13.3         Subject to condition 13.4, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before HTL Group Ltd receives payment for the Products. However, if the Customer resells the Products before that time:

(a)            it does so as principal and not as HTL Group Ltd’s agent; and

(b)            title to the Products shall pass from HTL Group Ltd to the Customer immediately before the time at which resale by the Customer occurs.

13.4         If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in conditions 20.1(c) – (k) then, without limiting any other right or remedy HTL Group Ltd may have:

(a)            the Customer’s right to resell Products or use them in the ordinary course of its business ceases immediately; and

(b)            HTL Group Ltd may at any time:

(i)     require the Customer to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and

(ii)     if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

14.           Supply of services

14.1         HTL Group Ltd shall provide the Services with reasonable care and skill in such manner as may be have been agreed in writing and materially in accordance with any applicable Service Specification.

14.2         Where the Agreement does not otherwise require, the Services may be provided from such location, in such manner and using such personnel as HTL Group Ltd shall determine.

14.3         It is the Customer’s responsibility to ensure that Services are suitable for the Customer’s intended purpose(s).

14.4         HTL Group Ltd shall use all reasonable endeavours to meet any performance dates for the Services which are agreed in writing with the Customer but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

14.5         As its sole remedy in the event of delay, the Customer may terminate the Agreement (without any entitlement to receive compensation) if the Services are not completed within 90 days of the agreed date unless the delay is caused by the Customer’s breach of the Agreement. In the event of termination, the Customer shall continue to be responsible for all fees and charges applicable to work and materials provided prior to termination.

14.6         HTL Group Ltd 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 HTL Group Ltd shall notify the Customer in any such event.

14.7         Where the Services consist in whole or in part of giving advice, HTL Group Ltd shall have no liability to the Customer or any third party if the Customer fails to act in accordance with that advice. Nor shall HTL Group Ltd have any responsibility for ensuring that advice is implemented unless otherwise specifically agreed.

14.8         All Supplier Materials are the exclusive property of HTL Group Ltd.

14.9         Where Services are to be performed at any premises owned or controlled by the Customer, the Customer shall ensure that all facilities (including running water and electricity and/or any other power source required to run HTL Group Ltd’s equipment) are fully available to HTL Group Ltd to enable the proper provision of the Services. Any delays due to non-availability of all proper facilities as aforesaid shall be the responsibility of the Customer.

15.           Confidential Information

15.1         HTL Group Ltd shall not disclose to any third party or use for any purpose other than the delivery of the Services, information, including without limit business plans, trade secrets and inventions, disclosed to HTL Group Ltd in confidence in connection with the provision of any Services (Confidential Information) for the period of  3 years from first disclosure, save that HTL Group Ltd shall be free to make use of general information and know-how it develops during the course of providing any Services and shall be free to use and exploit fully all intellectual property rights developed during the course of or arising from the Services.

15.2         Confidential Information does not apply to information which:

(a)            is in the public domain or which comes into the public domain after the Agreement becomes effective through no fault on the part of HTL Group Ltd;

(b)            is independently developed by HTL Group Ltd, or a third party at its direction, in each case without reference to the Confidential Information;

(c)            was already in the possession of HTL Group Ltd prior to receipt from the Customer; or

(d)            is received after the Agreement becomes effective from a third party who is not subject to any obligation of confidence to the Customer.

15.3         Confidential Information may be disclosed by HTL Group Ltd to such of its employees, consultants and advisers as may reasonably require access to it for the purpose of the delivery of the Services or the resolution of any dispute.

15.4         Nothing in these Terms shall prevent the disclosure of Confidential Information where this is a legal requirement (on HTL Group Ltd’s reasonable interpretation of the law).

15.5         Any duty of confidence which may be owed by HTL Group Ltd to the Customer under the general law (in any part of the world) shall be limited to the same period and be subject to the same restrictions as are set out in this condition15.

16.           Customer’s obligations

16.1         The Customer shall:

(a)            co-operate with HTL Group Ltd in all matters relating to the Services;

(b)            provide HTL Group Ltd, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by HTL Group Ltd to provide the Services;

(c)            provide HTL Group Ltd with such information and materials as HTL Group Ltd may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;

(d)            prepare the Customer’s premises for the supply of the Services;

(e)            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; and

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

16.2         If the Services involve the deployment of HTL Group Ltd’s workers to the Customer’s premises or any other location specified by the Customer, the Customer:

(a)            shall provide a safe working environment and be responsible for compliance with all applicable health and safety laws and regulations whilst the workers are on site; and

(b)            shall reimburse HTL Group Ltd for the costs of deploying its workers, including visas, domestic and/or international travel, hotel costs and subsistence.

16.3                  If HTL Group Ltd performance of any of its obligations in respect of the Services is prevented or delayed by any act of omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a)                         HTL Group Ltd 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 it’s obligations to the extent the Customer Default prevents or delays HTL Group Ltd’s performance of any of its obligations;

(b)                            HTL Group Ltd shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from HTL Group Ltd’s failure or delay to perform any of its obligations as set out in this condition 16; and

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

17.           Charges and payment

17.1         The price for Products shall be the price set out in the order, quote or proposal (as the case may be) and if no price is stated, the price set out in HTL Group Ltd’s published price list, or any bespoke price list agreed between HTL Group Ltd and the Customer, as at the date of Delivery.

17.2         Except where otherwise expressly stated, all Products are priced on an ex works basis, and where HTL Group Ltd agrees to deliver the Products to another location, the Customer shall pay all Expenses.

17.2         All amounts payable by the Customer under the Agreement 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 Agreement by HTL Group Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from HTL Group Ltd, pay to HTL Group Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services or Products at the same time as payment is due for the supply of the Services or Products.

17.3         Unless a fixed fee has been agreed, the charges for Services shall be on a time and materials basis:

(a)            the charges shall be calculated in accordance with HTL Group Ltd’s daily fee rates, as notified to the Customer;

(b)            HTL Group Ltd’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;

(c)            HTL Group Ltd shall be entitled to charge an standard overtime rate (if any) for each individual person on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in condition 17.3(b); and

(d)            HTL Group Ltd shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom HTL Group Ltd engages in connection with the 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 HTL Group Ltd for the performance of the Services, and for the cost of any materials.

17.4         HTL Group Ltd reserves the right to increase the price of Products and/or Services to reflect any increase in the cost to HTL Group Ltd of fulfilling the Agreement due to a factor beyond its reasonable control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery date(s), quantities or specifications requested by the Customer and agreed by HTL Group Ltd, or any delay caused by any instructions of the Customer or failure of the Customer to give the Customer adequate information or instructions.

17.5         In respect of Products, HTL Group Ltd shall be entitled to invoice any time after the Agreement becomes effective if payment in advance of all or part of the purchase price has been required prior to dispatch, and otherwise, HTL Group Ltd shall be entitled to invoice the Customer on or at any time after completion of Delivery.

17.6         In respect of Services, HTL Group Ltd shall invoice the Customer at the agreed intervals or in default of agreement no more frequently than once in any 7 day period.

17.7         The Customer shall pay each invoice submitted by HTL Group Ltd:

(a)            within 30 days of the date of the invoice (unless agreed otherwise in writing); and

(b)            in full and in cleared funds to a bank account nominated in writing by HTL Group Ltd, and time for payment shall be of the essence of the Agreement.

17.8         If the Customer fails to make any payment due to HTL Group Ltd under these Terms by the due date for payment, then, without limiting HTL Group Ltd’s other remedies, the Customer shall pay interest on the overdue amount at the rate of 10% per annum above the base lending rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and shall compound weekly. The Customer shall pay the interest together with the overdue amount.

17.9         The Customer shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. HTL Group Ltd may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by HTL Group Ltd to the Customer.

17.10        All sums shall be paid to HTL Group Ltd in pounds sterling unless agreed otherwise in writing.  An additional charge of 2.5% of the total sum payable shall be applied to all orders made using a debit or credit card.

PART 4: GENERAL TERMS

18.           Intellectual property rights

18.1         All Intellectual Property Rights in or arising out of or in connection with the Services or the design of any Product or solution undertaken at the Customer’s request shall be owned by HTL Group Ltd. All rights are reserved.

18.2         The Customer shall retain ownership of any Intellectual Property Rights in the In-put Material, but HTL Group Ltd shall have a perpetual, worldwide, non-exclusive licence of all such Intellectual Property Rights for the purpose of exploiting the Intellectual Property Rights referred to in condition 18.1.

18.3         HTL Group Ltd shall retain ownership of any Intellectual Property Rights in the Pre-Existing Materials.  All rights are reserved.

18.4         To the extent that the Products are to be manufactured in accordance with a Product Specification supplied by the Customer, the Customer shall indemnify HTL Group Ltd against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by HTL Group Ltd in connection with any claim made against HTL Group Ltd for actual or alleged infringement of a third party’s Intellectual Property Rights or confidential information arising out of or in connection with HTL Group Ltd’s use of the Product Specification.

18.5         The Customer acknowledges that all Intellectual Property Rights in HTL Products are the property of HTL Group Ltd or it licensors.  All rights are reserved.

19.           Export

19.1                  Where Products or Equipment are exported outside of the United Kingdom for sale or hire respectively, the provisions of this condition shall (subject to any special terms agreed in writing) apply notwithstanding any other provisions of these Terms.

19.2                  The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of all duties on them.

19.3                  In the case of export sales, these Terms shall be supplemented by any version of Incoterms ® 2020 which may be incorporated into the Agreement in writing, which shall, in the case of conflict, take precedence over these Terms and the Seller shall be under no obligation give notice under Section 32(3) of the Sale of Goods Act 1979.

19.4                  In the case of export sales, unless otherwise agreed, payment of all amounts due to HTL Group Ltd shall be made by irrevocable letter of credit opened by the Customer in favour of HTL Group Ltd and confirmed by a bank in the United Kingdom acceptable to HTL Group Ltd.

19.5                  It is the Customer’s obligation to acquaint itself and to comply with all applicable requirements and restrictions imposed by law or by governmental and other authorities or corporations relating to the possession, use, import, export, hire or sale (as the case may be) of Equipment or Products. It is the Customer’s obligation to ensure that no Equipment or Products are exported or imported in violation of the laws of any jurisdiction into or through which the Equipment or Products are transported during the course of reaching the Delivery Location. Where necessary, the Customer shall inform HTL Group Ltd at a reasonable time before delivery of any documents which it is necessary for HTL Group Ltd to provide in order to allow export of the Equipment or Products in compliance with the laws of any relevant jurisdiction.

20.           Duration and termination

20.1         HTL Group Ltd may terminate the Agreement by giving written notice to the Customer if any of the following events occurs:

(a)            any sum is not paid to HTL Group Ltd on or before the due date whether under the Agreement or any other Agreement between HTL Group Ltd and the Customer;

(b)            the Customer commits any other breach of the Agreement which (in the case of a breach capable of remedy) has not been remedied within 3 Business Days of receipt by the Customer of a notice specifying the breach and requiring its remedy; or

(c)            a winding-up order or bankruptcy order is made against the Customer; or

(d)            the Customer passes a resolution or makes a determination for it to be wound up; or

(e)            the Customer has appointed to it an administrator or an administrative receiver; or

(f)            being a partnership, the Customer suffers bankruptcy orders being made against all of its partners; or

(g)            an incumbrancer takes possession, or a receiver, manager or administrative receiver is appointed, of the whole or any part of the Customer’s assets; or

(h)            the Customer ceases or suspends payment of any of its debts, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

(i)            any arrangement, compromise or composition in satisfaction of its debts is proposed or entered into by the Customer; or

(j)            the Customer ceases, or threatens to cease, to carry on business; or

(k)            any event analogous to those described above occurs in relation to the Customer in any jurisdiction in which the Customer is incorporated, resident or carries on business.

20.2         On termination or expiry of the Agreement for any reason and subject as otherwise provided in these Terms to any rights or obligations that have accrued before termination, neither party shall have any further obligation to the other under the Agreement.

21.           Force majeure

21.1         HTL Group Ltd shall not be liable to the Customer, or be deemed to be in breach of these Terms, (including for the purposes of conditions 7.2, 11.3 and 14.5), by reason of any delay in performing, or failure to perform, any of its obligations under the Agreement if the delay or failure was beyond its reasonable control (including without limitation fire, flood, explosion, epidemic, Covid 19, riot, civil commotion, any strike, lockout or other industrial action, act of God, war, warlike hostilities or threat of war, terrorist activities, accidental or malicious damage and any prohibition or restriction by any government or other legal authority which affects these Terms and which is not in force on the date of these Terms) (Force Majeure Event).

21.2         If HTL Group Ltd shall become unable to perform its obligations under these Terms (either on time or at all) in any of the circumstances set out in condition 21.1 it shall notify the Customer of the nature and extent of the circumstances in question as soon as practicable.

21.3         If any circumstance relied on by either party for the purposes of this condition 21 continues for more than 30 days, the Customer shall be entitled to terminate the Agreement.

22.           Entire agreement

22.1         These Terms and the documents referred to herein shall constitute the entire agreement between HTL Group Ltd and the Customer in relation to each order or project. In entering into an Agreement, the Customer shall not rely upon any representation not set out herein or forming part of the relevant Product description, Product Specification or Service Specification.

23.           Suspension of performance

If any sum due to HTL Group Ltd under any agreement between HTL Group Ltd and the Customer is overdue, HTL Group Ltd shall be entitled to suspend performance under that Agreement and all other Agreements until payment is received in full and shall have no liability in connection with delay in the performance of any Agreement arising for this reason.

24.           Limitation of liability

24.1         Without prejudice to other restrictions on its liability set out in these Terms, but subject to condition 24.7, HTL Group Ltd’s total liability in contract, tort (including negligence), misrepresentation or otherwise in connection with the Agreement shall be limited to the charges actually received by HTL Group Ltd (net of value added tax, delivery costs and sums refunded to the Customer) in connection with the Agreement.

24.2         HTL Group Ltd shall not be liable to the Customer for:

(a)            any indirect, special or consequential loss or damage; or

(b)            loss of data or other equipment or property; or

(c)            economic loss or damage; or

(d)            incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); or

(e)            any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill,even if HTL Group Ltd is advised in advance of the possibility of any such losses or damages.

24.3         HTL Group Ltd shall not be liable under contracts of sale for any losses arising from the Customer’s subsequent use or misuse of the Products including (without limitation):

(a)            fair wear and tear;

(b)            wilful damage;

(c)            the Customer’s negligence, or that of its agents or employees, or any failure to follow HTL Group Ltd’s instructions as to use of the Products;

(d)            abnormal working conditions beyond those referred to in the Specification; and

(e)            any alteration or repair of the Products by any manufacturing process or otherwise, save for any latent defect which means that the Product did not comply with the Specification.

24.4         HTL Group Ltd is not liable for:

(a)            non-delivery, unless the Customer notifies HTL Group Ltd of the claim within 7 days of the Customer’s receipt of HTL Group Ltd’s invoice; or

(b)            damage to or loss of all or part of any Equipment or Products in transit (where the Equipment or  Products are carried by HTL Group Ltd’s own transport or by a carrier on behalf of HTL Group Ltd), unless the Customer notifies HTL Group Ltd within 7 days of Delivery.

24.5         The Customer acknowledges and agrees that HTL Group Ltd’s prices reflect the limitations of liability contained in these Terms.

24.6         All warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in these Terms are excluded from these Terms to the fullest extent permitted by law.

24.7         Nothing in this condition or elsewhere in these Terms restricts HTL Group Ltd’s liability in relation to death, persona injury or any other loss which cannot be restricted under the governing law.

24.8         The Customer represents and warrants that it shall indemnify and defend HTL Group Ltd and its affiliates against any and all damages, expenses (including reasonable legal fees), losses, suits, claims, demands and liabilities arising out of any breach of these Terms by the Customer and/or any act, omission, misrepresentation, or negligence of the Customer, and/or its affiliates and agents, relating to the sale and/or use of any Products or Equipment, including without limitation, any use of the Products or Equipment which is contrary to their operating instructions and/or the purpose for which they were designed

25.           Assignment

25.1         The Customer shall not, without the prior written consent of HTL Group Ltd, assign, transfer, charge or deal in any other similar manner with its rights (or any part of them) under the Agreement or subcontract any or all of its obligations under the Agreement, or purport to do any of the same.

25.2         HTL Group Ltd may assign any of its rights under the Agreement and may sub-contract the fulfilment of all (or any part) of the Agreement.

26.           Cumulative remedies

Each right or remedy of HTL Group Ltd under these Terms is without prejudice to any other right or remedy it may have, whether or not such rights or remedies are set out in these Terms. The rights and remedies of the Customer are solely as set out in these Terms.

27.           Status

27.1                  Nothing in these Terms shall create, or be deemed to create, a partnership, joint venture or legal relationship of any kind between HTL Group Ltd and the Customer that would impose liability upon one party for the acts or failure to act of the other party, or authorise either party to act as agent for the other.  Save where expressly stated in these Terms, neither party shall have the authority to make representations, act in the name or on behalf of or otherwise bind the other.

27.2                  No Customer shall be entitled to claim to be endorsed or authorised by HTL Group Ltd or make any use whatever of HTL Group Ltd’s logo except as may be expressly permitted in writing and all such permissions once granted shall be capable of revocation for any reason or no reason.

28.           Severance

The invalidity, illegality or unenforceability of any provision of these Terms shall not affect the other provisions and the agreement shall be given effect as if the invalid, illegal or unenforceable provision had been deleted.

29.           Further assurance

The Customer shall do or procure the doing of (at HTL Group Ltd’s cost) all such further acts, and execute or procure the execution (as a deed or otherwise) of all such documents, as may from time to time be necessary to give full effect to these Terms.

30.           Amendment and waiver

30.1         Subject to condition 30.2, no variation of these Terms or any Product Specification or Service Specification shall be effective unless it is made in writing, refers specifically to these Terms and is signed by a director on behalf of HTL Group Ltd and by or on behalf of the Customer.

30.2         Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by HTL Group Ltd shall be subject to correction without any liability on the part of HTL Group Ltd.

30.3         No waiver of any term, provision or condition of these Terms shall be effective, except where it is clearly made in writing and signed by the waiving party. No waiver of any particular breach of these Terms shall be held to be a waiver of any other or subsequent breach.

30.4         No omission or delay on the part of any party in exercising any right, power or privilege under these Terms shall operate as a waiver by it or of any right to exercise it in future or of any other of its rights under these Terms.

31.           Third party rights

No person who is not party to the Agreement shall have any right to enforce any term of these Terms.

32.           Notices

32.1         Any notice or other communication to be given under the Agreement shall be in writing and in the English language and must be delivered:

(a)                       by hand or sent by pre-paid post (by airmail post if to an address outside the country of posting) or by fax to the relevant party at that party’s registered office or principal place of business; or

(b)                       by email to HTL Group Ltd at info@htlgroup.com (or such other email address as HTL Group Ltd may have notified to the Customer from time to time for this purpose) or by email to the Customer at the email address associated with the Customer’s HTL Group Ltd account.

32.2         Any notice or document shall be deemed served:

(a)            if delivered by hand, at the time of delivery unless delivered after 5.00 pm in which case they shall be given on the next Business Day;

(b)            if posted, two Business Days after posting (5 Business Days if sent by airmail post); and

(c)            if sent by fax or email, at the time of successful transmission save that if the time of transmission is after 5.00 pm on a Business Day or at any time on a day that is not a Business Day the notice shall be deemed to have been received at 9.00 am on the next Business Day.

32.3         This condition does not apply to the service of proceedings.

33.           Survival of obligations

All restrictions on HTL Group Ltd’s liability and indemnities in favour of HTL Group Ltd shall continue to be enforceable following the termination or expiry of any Agreement, as will any of the provisions of these Terms that are expressed to take effect in whole or in part on or after termination or expiry, or are intended to have effect after termination or expiry, including conditions 8.5, 9.1, 9.3, 9.4, 13.4, 15 (for the period stated in condition 15.1 only) and 29.

34.           Governing law and jurisdiction

34.1         The Agreement shall be governed by and construed in all respects in accordance with the law of England and Wales.

34.2         Subject to condition 34.3, the parties submit to the exclusive jurisdiction of the courts of England and Wales.

34.3         Nothing in this condition shall limit the right of HTL Group Ltd to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude HTL Group Ltd from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

35. Compliance with Laws and Ethics

35.1                  Customer warrants and represents that it has familiarized itself with applicable domestic and international anti-slavery, anti-bribery and corruption laws, (the “Anti-Corruption Legislation”) and that it shall respect and abide by Anti-Corruption Legislation in all of its dealings with HTL Group Ltd. In addition, and as a Customer of HTL Group Ltd’s Products, the Customer represents that it shall not, and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to, promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, in each case, in violation of the European Anti-Corruption Conventions as applicable, the United States Foreign Corrupt Practices Act of 1977 (the FCPA), the U.K. Bribery Act 2010, or any other applicable domestic or international anti-bribery or anti-corruption law. The Customer further warrants and represents that it shall, and shall cause each of its subsidiaries or affiliates to, cease all of its or their respective activities, as well as remediate any actions taken by the Customer its subsidiaries or affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of any applicable Anti-Corruption Legislation, including the European Anti-Corruption Conventions, the FCPA, or the U.K. Bribery Act 2010. The Customer further warrants and represents that it shall, and shall cause each of its subsidiaries or affiliates to, maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, the Anti-Corruption legislation or any other applicable anti-bribery or anti-corruption law.  The Customer further warrants and represents that neither Customer nor any of its officers, directors, employees, agents or others acting on behalf of the Customer shall engage in any conduct to induce HTL Group Ltd or HTL Group Ltd’s employees to violate FCPA, the U.K. Bribery Act, the Anti-Corruption Legislation or any other applicable anti-bribery or anti-corruption law.  In order to ensure that the Customer’s actions, and those of the Customer’s officers, directors, employees, agents or others acting on behalf of the Customer, taken during the performance of its obligations under the Agreement, comply with all applicable law, the FCPA, the U.K. Bribery Act, the Anti-Corruption Legislation or any other applicable anti-bribery or anti-corruption law and would not cause any HTL Group Ltd employee or subsidiary to violate applicable law, the Customer agrees that, in performing, or preparing to perform, its obligations under this Agreement, neither Customer, nor any of its officers, directors, employees, agents, or others acting on behalf of the Customer, shall – directly or indirectly – (1) make any payment, offer, promise to pay, or authorization of any of the foregoing, of any funds, gifts or anything of value to (i) any officer or employee of any government body, including any government-owned or government-controlled company or enterprise, (ii) any person acting on behalf of any of the foregoing, (iii) any political party or official thereof or any candidate for public office, or (iv) any agent or other person engaging in any of the above-described activities at the suggestion, request, direction or for the benefit of any of the above-described persons, or (2) make any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment to any person, in any form, whether in money, property, favours or services, in exchange for favourable treatment in securing business, in exchange for special concessions, or in exchange for favourable treatment related to business or special concessions previously obtained or secured.  HTL Group Ltd shall have the right to audit the books and records of the Customer at its sole reasonable discretion, based on reasonable suspicion of a violation.  In addition to any other remedies at law or equity, HTL Group Ltd shall have the right to terminate this Agreement immediately if it has a good faith belief that the Customer has made improper payments, in addition to disclose to the Customer’s conduct to US regulators.  The Customer shall defend, indemnify and hold HTL Group Ltd harmless from any claims, costs, damages, fees and expenses (including reasonable attorney’s fees) arising out or related to The Customer’s breach or violation of its obligations under this condition.

  1. Trade compliance

36.1                  The Customer undertakes to ensure that all of its subsidiaries, agents, contractors, personnel, directors, officers and employees shall comply with the warranties and undertakings of this condition.

36.2                  The Customer shall comply with all applicable export control, trade embargo and other foreign trade control laws, rules and regulations, including but not limited to the U.S. Export Administration Regulations, EU Dual-Use Regulations, the  Australian Department of Foreign Affairs and Trade (DFAT) Charter of the United Nations Act, 1945, Autonomous Sanctions Act 2011 and the Customs Act 1901, U.S. and EU trade and financial sanctions laws and regulations, (together “Trade Restrictions”), relating to the performance of its obligations hereunder. The Customer specifically represents and warrants that it shall not use, resell, export, re-export, distribute, transfer, dispose of or otherwise deal with the Products, or any spare parts, warranty items or technical data related to the Products, directly or indirectly, except in full compliance with such Trade Restrictions, including but not limited to any licensing requirements. Failure by the Customer to comply with applicable Trade Restrictions shall constitute a material breach of this Agreement.

36.3                  HTL Group Ltd shall use reasonable efforts to obtain all necessary U.S., EU, United Nations, Australian (DFAT) and other required governmental authorizations or licenses as may be required for the export of HTL Group Ltd products and related spare parts, warranty items and technical data for delivery to the Customer or to ensure that such authorizations or licenses are otherwise in place. HTL Group Ltd shall be excused from performance, and not be liable for damages or costs of any kind, including but not limited to penalties for late delivery, for failure to deliver or delay in delivering the goods and related spare parts, warranty items and technical data hereunder resulting from the denial or withdrawal of, or delay in granting such authorizations or licenses on the part of any government or agency thereof. The Customer shall use reasonable efforts to obtain and provide to HTL Group Ltd in a timely manner end-user and other documentation and certifications as may be requested by HTL Group Ltd in support of HTL Group Ltd’s applications to the appropriate government authorities in connection with the export and/or sale of the goods and related spare parts, warranty items and technical data to the Customer. If HTL Group Ltd has reason to believe that the Customer has misrepresented or failed to properly disclose any material fact with regard to the intended end-use/end-user or destination of the goods, HTL Group Ltd may terminate this Agreement immediately in writing and discontinue all performance hereunder. The Customer shall not do or omit to do anything that may cause HTL Group Ltd, to be in breach of applicable Trade Restrictions and shall protect and indemnify and hold harmless HTL Group Ltd from any claim, damage liability, fines or loss, fees and expenses incurred by HTL Group Ltd as a result of the failure or omission of the Customer to comply with such Trade Restrictions.

36.4                  The Customer warrants, undertakes and represents to HTL Group Ltd that neither the Customer its directors, executive officers, senior management, key employees, agents, shareholders nor persons having a controlling interest in the Customer are (i) persons targeted by national, regional or multilateral trade or financial sanctions under applicable laws and regulations, including but not limited to persons designated on the United States Department of the Treasury, Office of Foreign Assets Controls (“OFAC”), List of Specially designated Nationals and Other Blocked Persons (including terrorists and WMD proliferators), DFAT, Sectoral Sanctions Identifications List or List of Persons Identified as Blocked Solely Pursuant to Executive Order 13599; United States State Department Non-proliferation Sanctions Lists; United States Department of Commerce Denied Parties List, Entity List or Unverified List; United Nations Financial Sanctions Lists or the European Union or United Kingdom HM Treasury Consolidated Lists of Financial Sanctions Targets, in force from time to time, or (ii) directly or indirectly owned or controlled by or acting on behalf of such persons (together “Restricted Persons”). The Customer shall notify HTL Group Ltd in writing immediately upon the occurrence of any event that might render the foregoing representations and warranties of this condition incorrect.

36.5                  The Customer shall not use, resell, export, reexport, distribute, transfer, dispose of other otherwise deal with any of the Products, or any spare parts, warranty items or technical data related to the Products, directly or indirectly, to or for the benefit of (i) a person or entity located in or organized under the laws of Crimea, Cuba, Iran, North Korea, or Syria, or (ii) any Restricted Person.

36.6                  The Customer agrees that any refusal or failure by HTL Group Ltd to perform its obligations hereunder on account of compliance with laws will not constitute a breach of any obligation under this Agreement. In the event of breach of the warranties above by the Customer, HTL Group Ltd may (i) suspend this Agreement with or without written notice and with immediate effect, and/or (ii) terminate this Agreement with or without written notice and with immediate effect. The Customer shall be liable for any loss or damage suffered by HTL Group Ltd as a result of such suspension or termination and no limitations of liability of the Customer agreed in this Agreement (if any) shall apply.