Terms and Conditions

TACTUS LIMITED

STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS

Definitions and interpretation

1.1 In these Conditions the following definitions apply:

1.2 In these Conditions, unless the context otherwise requires:
1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and
annexes (if any);
1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no
effect on the interpretation of these Conditions;
1.2.3 a reference to a ‘party’ means either the Supplier or the Customer and includes that party’s personal
representatives, successors and permitted assigns;
1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not
having separate legal personality) and that person’s personal representatives, successors and permitted assigns
1.2.5 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however
incorporated or established;
1.2.6 a reference to a gender includes each other gender;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be
construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description
preceding those words;
1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form
(excluding email);
1.2.10 a reference to legislation is a reference to that legislation as in force at the date of the Contract except to the extent
that any such amendment, extension or re-enactment would increase or alter the liability of a party under the
Contract; and
1.2.11 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status,
legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a
reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2 Application of these Conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any
previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of
order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees
in writing.
2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and
executed by a duly authorised signatory on behalf of the parties.
2.4 The Supplier does not supply Goods on a “sale or return” basis. As such, each Order by the Customer to the Supplier shall be a
non-cancellable binding offer to purchase the Goods and the Customer shall not be entitled to return any unsold Goods.
2.5 An Order may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. An Order shall lapse
unless accepted by the Supplier before the expiry of 14 days after the date of the Order. If the Supplier is unable to accept an
Order, it shall notify the Customer promptly. If the Supplier accepts an Order it shall then become non-cancellable by the
Customer.
2.6 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply
any Goods shall arise, until the earlier of:
2.6.1 the Supplier’s written acceptance of the Order (which shall include by way of email); or
2.6.2 the Supplier delivering or performing the Goods or notifying the Customer that they are ready to be delivered.
2.7 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a
counter-offer capable of acceptance by the Customer.
2.8 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an
offer to supply Goods and are incapable of being accepted by the Customer.
2.9 Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.

3 Price
3.1 The price for the Goods shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with
the Supplier’s scale of charges as advised by the Supplier and received and acknowledged by the Customer before the date the
Order is made (Price).
3.2 The Price is exclusive of VAT.
3.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
3.4 The Supplier may increase the Price with immediate effect by written notice to the Customer where there is an increase in the
direct cost to the Supplier of supplying the relevant Goods and which is due to any factor beyond the control of the Supplier.
The amount of any increase shall be proportionate to the amount by which the Supplier’s direct costs have increased.

4 Payment
4.1 The Supplier shall invoice the Customer for the Goods at any time after delivery.
4.2 The Customer shall pay all invoices:
4.2.1 in full without deduction or set-off, in cleared funds within thirty (30) days of the date of each invoice (unless a
different period is agreed in writing by the Supplier); and
4.2.2 to the bank account nominated by the Supplier.
4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the Due Date:
4.3.1 the Supplier may, without limiting its other rights, charge interest on such sums at eight per cent (8%) a year above
the base rate of The Bank of England plc from time to time in force, and
4.3.2 interest shall accrue on a daily basis, and apply from the Due Date for payment until actual payment in full, whether
before or after judgment.

5 Credit limit
The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such
credit limit.

6 Delivery and performance
6.1 The Goods shall be delivered by the Supplier to the Location on the date(s) specified in the Order. The Goods shall be deemed
delivered by the Supplier only on arrival of the Goods at the Location.
6.2 The Supplier may deliver the Goods in instalments. Any delay in performance or defect in an instalment shall not entitle the
Customer to cancel any other instalment.
6.3 Time is not of the essence in relation to delivery of the Goods. The Supplier shall use its reasonable endeavours to meet
estimated dates for delivery and performance, but any such dates are approximate only.
6.4 The Supplier shall not be liable for any delay in or failure of performance caused by:
6.4.1 the Customer’s failure to: (i) make the Location available, (ii) prepare the Location in accordance with the Supplier’s
instructions or as required for the Goods or (iii) provide the Supplier with adequate instructions for delivery or
otherwise relating to the Goods;
6.4.2 Force Majeure.

7 Risk
Risk in the Goods shall pass to the Customer on delivery.

8 Title
8.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods on
this Order.
8.2 Until title to the Goods has passed to the Customer, the Customer shall:
8.2.1 hold the Goods as bailee for the Supplier;
8.2.2 store the Goods separately from all other material in the Customer’s possession;
8.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;
8.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least
equal to their Price; and (iv) where requested by the Supplier, noting the Supplier’s interest on the policy;
8.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;
8.2.6 not remove or alter any mark on or packaging of the Goods;
8.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 16.1.1
to 16.1.3; and
8.2.8 on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and
provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
8.3 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier
reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 16.1.1 to
16.1.3, the Supplier may:
8.3.1 require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier; and
8.3.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

9 Warranty
9.1 Subject to clause 9.2, the Goods shall:
9.1.1 conform in all material respects to any sample, their description and to the Specification;
9.1.2 be free from material defects in design, material and workmanship; and
9.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
9.2 Where the Goods are stated by the Supplier as “sold as seen” the provisions at clause 9.1 shall not apply to any such Order.
9.3 Subject to clause 9.2, the Supplier shall, at its option, correct, repair, remedy, re-perform or refund the Goods that do not
comply with clause 9, provided that the Customer:
9.3.1 serves a written notice on Supplier not later than 5 Business Days from delivery or performance in the case of
defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in
the case of latent defects;
9.3.2 such notice specifies that some or all of the Goods do not comply with clause 9.1 and identifying in sufficient detail
the nature and extent of the defects; and
9.3.3 gives the Supplier a reasonable opportunity to examine the alleged defective Goods.
9.4 Subject to clause 9.2, the provisions of these Conditions shall apply to any Goods that are corrected, repaired, remedied or re-
performed with effect from delivery or performance of those Goods.
9.5 Except as set out in this clause 9:
9.5.1 the Supplier gives no warranty and makes no representations in relation to the Goods; and
9.5.2 shall have no liability for their failure to comply with the warranty in clause 9.1,
and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979),
whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

10 Anti-bribery
10.1 For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in
accordance with the Bribery Act 2010 and legislation or guidance published under it.
10.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent
bribery and use all reasonable endeavours to ensure that:
10.2.1 all of that party’s personnel;
10.2.2 all others associated with that party; and
10.2.3 all of that party’s subcontractors;
involved in performing the Contract so comply.
10.3 Without limitation to clause 10.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other
improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and
shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly
or indirectly on its behalf.
10.4 Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause
10.
10.5 Breach of this clause 10 shall be deemed a material breach under clause 16.1.1.

11 Anti-slavery
11.1 The Customer undertakes, warrants and represents that:
11.1.1 neither the Customer nor any of its officers, employees, agents or subcontractors has:
(a) committed an offence under the Modern Slavery Act 2015 (a MSA Offence);
(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution
under the Modern Slavery Act 2015; or
(c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an
alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
11.1.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
11.1.3 it shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its
officers, employees, agents or subcontractors have breached or potentially breached any of Customer’s obligations
under clause 11.1. Such notice to set out full details of the circumstances concerning the breach or potential breach
of the Customer’s obligations.
11.2 Breach of this clause 11 shall be deemed a material breach under clause 16.1.1.
12 Limitation of liability
12.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort,
contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause

12. Limitation of liability
12.2 Subject to clauses 12.5 and 12.6, the Supplier’s total liability under this Contract shall not exceed the value of the Goods.
12.3 Subject to clause 12.6, the Supplier shall not be liable for consequential, indirect or special losses.
12.4 Subject to clause 12.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
12.4.1 loss of profit;
12.4.2 loss or corruption of data;
12.4.3 loss of use;
12.4.4 loss of production;
12.4.5 loss of contract;
12.4.6 loss of opportunity;
12.4.7 loss of savings, discount or rebate (whether actual or anticipated);
12.4.8 harm to reputation or loss of goodwill.
12.5 The limitation of liability set out in clause 12.2 shall not apply in respect of any indemnities given by either party under the
Contract.
12.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the
following:
12.6.1 death or personal injury caused by negligence;
12.6.2 fraud or fraudulent misrepresentation;
12.6.3 any other losses which cannot be excluded or limited by applicable law.

13 Intellectual property
13.1 The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including
reasonable professional fees) incurred by it as a result of any action, demand or claim that use of the Goods infringes the
Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:
13.1.1 does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is
reasonably possible;
13.1.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior
written consent of the Supplier;
13.1.3 does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation
arising from the IPR Claim at its sole discretion;
13.1.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result
of the IPR Claim;
13.1.5 does not, at the Supplier’s request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at
the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees,
contractors or agents of the Customer.
13.2 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:
13.2.1 procure for the Customer the right to continue receiving the benefit of the relevant Goods; or
13.2.2 modify or replace the infringing part of the Goods so as to avoid the infringement or alleged infringement, provided
the Goods remain in material conformance to their Specification.
13.3 The Supplier’s obligations under clause 13.1 shall not apply to Goods modified or used by the Customer other than in
accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses,
damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim
arising from such modification or use.

14 Confidentiality and announcements
14.1 Each party shall keep confidential all Confidential Information of the other and of any Affiliate of the other and shall only use
the same as required to perform the Contract. The provisions of this clause shall not apply to:
14.1.1 any information which was in the public domain at the date of the Contract;
14.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of
the Contract or any related agreement;
14.1.3 any information which is independently developed by the party without using information supplied by the other
party or by any Affiliate of the other party; or
14.1.4 subject to clause 14.3, any disclosure required by law or a regulatory authority or otherwise by the provisions of the
Contract.
14.2 This clause shall remain in force for a period of five years from the date of the Contract.
14.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the
extent required by law or regulatory authority.

15 Force Majeure
15.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
15.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
15.1.2 uses best endeavours to minimise the effects of that event.
15.2 If, due to Force Majeure, a party:
15.2.1 is or shall be unable to perform a material obligation; or
15.2.2 is delayed in or prevented from performing its obligations for a total of more than 60 days;
the other party may, within 30 days, terminate the Contract on immediate notice or if both parties agree shall, within 30 days,
renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

16 Termination
16.1 Either party may terminate the Contract at any time by giving notice in writing to the other if:
16.1.1 the other party commits a material breach of the Contract and such breach is not remediable;
16.1.2 the other party commits a material breach of the Contract which is not remedied within 14 days of receiving written
notice of such breach;
16.1.3 any consent, licence or authorisation held by a party is revoked or modified such that the party is no longer able to
comply with its obligations under the Contract or receive any benefit to which it is entitled; or
16.1.4 the other party is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986;
16.1.5 the other party takes any step or action in connection with its entering administration, provisional liquidation or any
composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a
moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action
is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
16.1.6 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial
part of its business; or
16.1.7 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give
effect to the terms of the Contract is in jeopardy.
16.2 The Supplier may terminate the Contract at any time by giving notice in writing if the Customer:
16.2.1 has failed to pay any amount due under the Contract on the Due Date and such amount remains unpaid within 7
days after the Supplier has given notification that the payment is overdue;
16.2.2 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items; or
16.2.3 undergoes a change of Control.
16.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of either party at any time up to the date
of termination.

17 Notices
17.1 Any notice given by a party under these Conditions shall:
17.1.1 be in writing and in English;
17.1.2 be signed by, or on behalf of, the party giving it; and
17.1.3 be sent to the relevant party at the address set out in the Contract
17.2 Notices may be given, and are deemed received:
17.2.1 by hand: on receipt of a signature at the time of delivery;
17.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
17.2.3 by Royal Mail International Tracked & Signed or Royal Mail International Signed post: at 9.00 am on the fourth
Business Day after posting.
17.3 All references to time are to the local time at the place of deemed receipt.
17.4 This clause does not apply to notices given in legal proceedings or arbitration.
17.5 A notice given under these Conditions is not validly served if sent by email, although a copy can be sent by email for
information only.

18 Cumulative remedies
The rights and remedies provided in the Contract are cumulative and not exclusive of any rights and remedies provided by law.

19 Time
Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s
obligations only.

20 Further assurance
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 agreement.

21 Entire agreement
21.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between
them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in
respect of its subject matter.
21.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on,
and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any
documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis
of any statement in the Contract.
21.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

22 Variation
No variation of the Contract shall be valid or effective unless it is in writing and is signed by, or on behalf of, both parties.

23 Assignment
23.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without
the Supplier’s prior written consent.

24 Set off
24.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer
under the Contract or under any other contract which the Supplier has with the Customer.
24.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or
withholding of any kind, save as may be required by law.

25 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract
does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual
relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to
make any commitments on the other party’s behalf.

26 Severance
26.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and
enforceability of any other provision of the Contract shall not be affected.
26.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid
and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such
deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion
or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative
provision.

27 Waiver
27.1 A waiver of any right or remedy is only effective if given in writing.
27.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or
remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

28 Compliance with law
Each party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it
and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to
perform its obligations under or in connection with the Contract.

29 Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or
annexes to the Contract, the terms of the Conditions shall prevail.

30 Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and
performance of the Contract (and any documents referred to in it).

31 Third party rights
31.1 Except as expressly provided for in clause 31.2, a person who is not a party to the Contract shall not have any rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
31.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the
provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any
provision of it.

32 Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-
contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

33 Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or
claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or
claims).