Terms and Conditions

1. INTERPRETATION

1.1 In these Terms and Conditions of Supply, unless otherwise defined or the context otherwise requires:

Vitryl Aus Pty Ltd (ACN 649 793 831), trading as Vitryl Aus being the Supplier.

Associate means an "associate" as that expression is defined in the Corporations Act and includes any person which is at any time after the date of this agreement an "associate" but ceases to be an "associate" because of an amendment, consolidation or replacement of the Corporations Act and includes any Related Body Corporate or Related Entity.

Australian Consumer Law means Schedules 1 and 2 of the Competition and Consumer Act 2010 (Cth) and any other relevant provisions contained in that Act.

Business Day means a day (other than a public holiday, Saturday or Sunday) on which trading banks are open for general banking business in Melbourne, Victoria, Australia.

Confidential Information of the Supplier means all information relating to the business and affairs of the Supplier and its Associates in whatever form and includes, without limitation, Intellectual Property, any trade secret, trading terms and conditions (including product pricing), process, formula, idea, concept or any information relating to the accounts work, marketing plan, development plan, financial plan, sales plan, prospect, research, development, strategy, management, financing, product, invention, design, process and any database, data survey, customer or supplier list, specification, drawing, record, report, software or other document, material or other information whether in writing or otherwise concerning the Supplier, its Associates, its business or any of its customers or suppliers, except information lawfully available in the public domain (other than as a result of a breach of any duty of confidentiality).

Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, loss of data, loss of value of equipment (other than cost of repair), loss of opportunity or expectation loss and any form of consequential, special, indirect, punitive or exemplary loss or damages, however it arises (including as a result of negligence).

Contract means each legally binding contract between the Customer and the Supplier for the purchase and supply of Goods and/or Services which is formed when an Order is accepted by the Supplier and confirmed to the Customer in writing, comprising the details of the Order (including any quotation provided by the Supplier as confirmed by the Order), the Supply T&Cs and any other terms and conditions as agreed by the Supplier and the Customer in writing.

Corporations Act means the Corporations Act 2001 (Cth).

Customer means the person(s) specified in an Order as the “Customer” or “Client” to whom the Supplier agrees to supply Goods and/or Services under the relevant Contract.

Goods means any goods marketed, sold or supplied by the Supplier from time to time, including but not limited to hand sanitisers, face masks, face shields and other related or ancillary goods.

GST means any goods and services or similar taxes, including ‘GST’ as defined in section 195-1 of A New Tax System (Goods and Services Tax) Act 1999 (Cth), and any related interest, penalty, fine, expense or other charge.

Insolvency Event means, in respect of the Customer, as applicable, being in liquidation or provisional liquidation, bankruptcy or under administration, having a controller (as defined in the Corporations Act) or analogous person appointed to the Customer or any of the Customer’s property, being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, being unable to pay the Customer’s debts, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing the Customer’s own affairs for any reason, taking any step that could result in the Customer becoming an insolvent under administration (as defined in section 9 of the Corporations Act), entering into a compromise or arrangement with, or assignment for the benefit of, any of the Customer’s members or creditors, or any analogous event.

Intellectual Property means and includes all intellectual property right, title and interest of Vitryl Aus throughout the world including but not limited to:

(a) materials, ingredients and recipes (including those recipes relating to the development and production of formula(s)), formula(s), processes and methods used in production, trade secrets, ingredients (identification, specification, type and quantity), recipes for mixing ingredients, technology, manufacturing techniques, processes, know how, package design, packaging techniques and production process of formulations;

(b) all trade marks, service marks, logos, business or trade names, internet domain names, design rights, discoveries, innovations, improvements, electronic layout rights;

(d) copyright (including future copyright and rights in the nature of or analogous to copyright) and copyright in any advertising and promotional materials;

(e) moral rights as defined in the Copyright Act 1968 (Cth);

(f) documents in relation to Customers, suppliers, clients, consultants (including provider of creative work, branding and marketing consultants and social media) and other materials (in any format); and

(h) all other intellectual property and proprietary rights.

Notice includes a notice, consent, request, waiver, demand or other communication by a Party to another Party.

Order means an order for the purchase of Goods and/or Services submitted by the Customer to the Supplier from time to time in a form specified or approved by the Supplier:

(a) setting out details of the Goods and/or Services requested by the Customer based on the descriptions, specifications and prices as advised or otherwise quoted by the Supplier (current as at the time of submission of the order); and

(b) containing an acknowledgement by the Customer that they have been given or otherwise obtained a copy of the Supply T&Cs and agree to be bound by the Supply T&Cs for the supply of their requested Goods and/or Services.

Parties means the parties to a Contract, and Party means any one of them.

PMSI means purchase money security interest as defined in the PPSA.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register established under section 147 of the PPSA.

Related Body Corporate means a “related body corporate” as defined in the Corporations Act.

Related Entity means (a) in respect of a party who is a body corporate, any person who is an associate of that body corporate under sections 11 to 15 (inclusive) of the Corporations Act (b) in respect of a party who is individual, an Associate of that individual as defined in section 318 of the Income Tax Assessment Act 1936 (Cth).

Security Interest means a ‘security interest’ as defined in the PPSA.

Services means any services marketed, sold or supplied by the Supplier from time to time.

Supplier means Vitryl Aus.

Supply T&Cs means these Terms and Conditions of Supply, as amended from time to time.

Tax includes any present or future tax, levy, impost, deduction, charge, duty, assessment, fee or withholding of any nature and related interest, penalty, fine or expense imposed by any government agency but excludes any tax that is imposed on or calculated by reference to the net income received or receivable by the Supplier.

1.2 In these Supply T&Cs, unless the contrary intention appears:

(a) the singular includes the plural and vice versa and words importing a gender include other genders;

(b) a reference to a clause, paragraph, attachment, annexure or schedule is a reference to a clause, paragraph, attachment, annexure or schedule of or to these Supply T&Cs, and a reference to these Supply T&Cs includes their attachments, annexures and schedules;

(d) a reference to the word ‘include’ or ‘including’ is to be interpreted without limitation;

(e) if a day for payment to be made or anything to be done under these Supply T&Cs falls on a day which is not a Business Day, such payment is due or such thing is to be done on the next Business Day; and

(f) an obligation, promise, representation or warranty:

i) in favour of two or more persons, including a Party which comprises two or more persons, is in favour or all of them jointly and each of them severally; and

ii) of or made by two or more persons, including a Party which comprises two or more persons, binds all of them jointly and each of them severally.

2. STRUCTURE, EFFECT AND VARIATION OF SUPPLY T&CS

2.1 These Supply T&Cs are intended to regulate key trading terms regarding the supply of Goods and/or Services by the Supplier to its Customers from time to time.

2.2 These Supply T&Cs will become legally binding between the Supplier and the Customer upon the acceptance by the Supplier of an Order from the Customer, and will be incorporated into and form part of the Contract in respect of that Order unless otherwise agreed by the Parties in writing.

2.3 The Supplier may vary or amend these Supply T&Cs at any time in its sole and absolute discretion, provided that for the purposes of any particular Contract, the version of the Supply T&Cs current as at the date of the Contract will be binding on the Parties unless otherwise agreed by the Parties in writing.

3. ACQUISITION AND SUPPLY OF GOODS AND/OR SERVICES

3.1 A Customer may request the supply of Goods and/or Services from time to time by submitting an Order to the Supplier.

3.2 Despite the establishment of a Customer’s account, any previous supply of Goods and/or Services to the Customer, or any previous extension of credit to the Customer, the Supplier is not under any obligation to supply any Goods or Services or extend any credit to the Customer at any time or upon the receipt of any Order, and the Customer has no entitlement to the supply of any Goods or Services or the extension of any credit unless the Supplier decides in its sole and absolute discretion to accept an Order from the Customer (with or without any variation as agreed by the Parties in writing) or to extend any credit to the Customer.

3.3 Upon the acceptance of an Order by the Supplier and the communication of such acceptance to the Customer in writing, a legally binding Contract is formed and the Customer agrees to acquire, and the Supplier agrees to provide, the Goods and/or Services specified in the accepted Order on and subject to the terms and conditions of the Contract.

3.4 If a Contract involves the supply of Goods, the Supplier (subject to the other provisions of these Supply T&Cs):

(a) will use its reasonable endeavours to deliver the Goods at the time(s), at the location, and on any other delivery terms as specified in the accepted Order;

(b) will deliver the Goods in accordance with the descriptions and specifications as specified in the accepted Order; and

3.5 If a Contract involves the provision of Services, the Supplier (subject to the other provisions of these Supply T&Cs):

(a) will provide the Services in a professional, proper and diligent manner; and

(b) comply with reasonable directions given by the Customer during the course of providing the Services.

3.6 The Supplier will use reasonable endeavours to supply any Goods and/or Services in accordance with the terms of the accepted Order. However, should the supply of the Goods and/or Services be early or delayed for any reason beyond the control of the Supplier, or as a result of any willful or negligent act or omission on the part of the Customer, all loss, damage or other liability arising from such act or omission will be the Customer’s sole responsibility and the Customer shall indemnify the Supplier in respect of such loss, damage or other liability.

3.7 Prior to accepting delivery of any Goods and/or Services, the Customer shall check the description and quantity of such Goods and/or Services, record any discrepancies or variations in writing on the delivery docket, and have such delivery docket verified and countersigned by the Supplier’s agent. Failure to record and verify any discrepancies or variations on the delivery docket retained by the Supplier or its agent is deemed to be conclusive evidence that the delivery docket is accurate and that the Customer accepts that the Goods and/or Services have been delivered in full satisfaction to the Customer.

3.8 The Supplier may in its absolute discretion employ, contract or otherwise engage any person for the purpose of delivering any Goods and/or providing any Services to the Customer.

3.9 Each of the Supplier and the Customer will act in good faith in all of their dealings with each other.

3.10 The Parties agree and acknowledge that the Supplier’s obligations to supply the Goods and/or Services to the Customer in accordance with the Supply T&Cs is strictly on a non-exclusive basis. The Supplier is not in any way prohibited from supplying any Goods and/or providing any Services to, or doing any business with, any other person even if that person is a direct or indirect competitor of the Customer.

3.11 At the request of the Supplier, the Customer must at its own cost provide to the Supplier all assistance, documents and information reasonably required by the Supplier to deliver the Goods and/or provide the Services to the Customer, including the provision of access to any premises required to deliver the Goods and/or provide the Services. The Customer warrants to the Supplier that:

(a) any information provided by the Customer to the Supplier is true and correct and not misleading; and

(b) the Customer has the right, power and authority to provide such information to the Supplier, and the use of any such information by the Supplier will not infringe any intellectual property of, or any obligation of confidentiality owed to, the Customer or any third parties.

The Customer shall indemnify the Supplier at all times against any claim, loss, damage or other liability incurred or suffered by the Supplier as a result of any breach of the above obligations and warranties by the Customer.

3.12The Supplier is not responsible for any loss or damage caused to the Goods resulting from any failure by the Customer to keep the Goods in a safe and suitable place or in accordance with any directions, instructions or recommendations given by the Supplier.

3.13 For hygiene purpose, the Supplier is unable to accept return of Goods which:

(a) have been tampered or used or utilised, or if the cap is broken;

(b) are not in the original packaging and same condition as supplied;

(d) are not damaged or defective;

(e) are a result of change of mind;

(f) are a result of ordering incorrectly; or

(h) have been lost or damaged in transit.

4. EXCLUSION OF IMPLIED TERMS AND WARRANTIES

4.1 The Customer may have the benefit of consumer guarantees and business rights and protections under the Australian Consumer Law. Otherwise, to the maximum extent permitted by law, all terms, conditions or warranties that would be implied into any Contract or these Supply T&Cs or in connection with the supply of any Goods or Services by the Supplier under any law or statute or custom or international convention are excluded.

5. LIMITATION OF LIABILITY UNDER AUSTRALIAN CONSUMER LAW

5.1To the extent that Goods supplied by the Supplier are not goods of a kind ordinarily acquired for personal, domestic or household use and the Customer is deemed to be a consumer for the purposes of section 64A of the Australian Consumer Law, the Customer agrees that the Supplier’s liability for a failure to comply with a consumer guarantee that the Customer may have a benefit under the Australian Consumer Law (other than a guarantee under sections 51 (title), 52 (undisturbed possession) and 53 (undisclosed securities), is limited to, at the option of the Supplier, one or more of the following:

(a) the replacement of the Goods or the supply of equivalent goods;

(b) the repair of the Goods;

(d) the payment of the cost of having the Goods repaired.

5.2 To the extent that Services supplied by the Supplier are services other than services of a kind ordinarily acquired for personal, domestic or household use or consumption, the Supplier’s liability for failure to comply with a consumer guarantee that the Customer may have the benefit of is limited to, at the option of the Supplier:

(a) the supply of the Services again; or

(b) the payment of the cost of having the Services supplied again.

6. LIMITATION OF LIABILITY OF SUPPLIER

6.1To the maximum extent permitted by law and subject to clauses 4 and 5, the Supplier’s total liability arising out of or in connection with its performance of its obligations pursuant to any Contract, the Supply T&Cs, or arising out of or in connection with the supply of any Goods and/or Services (including pursuant to or for breach of any Contract, these Supply T&Cs or repudiation thereof, under statute, in equity or for tort, including negligent acts or omissions) is limited as follows:

(a) the Supplier shall have no liability to the Customer for any Consequential Loss;

(b) the Supplier’s total aggregate liability for loss, however arising, shall not exceed the GST exclusive aggregate price paid by the Customer to the Supplier for the specific Goods and/or Services that gave rise to the loss in question. The limitations and exclusions in this clause 6.1(b) do not apply to the extent that any loss is directly attributable to:

i) any personal injury or death caused by the Supplier’s default, breach of any Contract or these Supply T&Cs or negligence; or

ii) fraud by or wilful default or gross negligence of the Supplier,

provided always that each Party must take reasonable steps to mitigate any loss it suffers or incurs.

7. CUSTOMER’S PAYMENT AND OTHER OBLIGATIONS

7.1 For retail Customer who purchases Goods and/or Services via the Supplier website (www.happyhealthcare.com.au), payment for the Goods and/or Services must be made at the time of checkout and the Customer is deemed to have read and accepted the Supply T&Cs.

7.2 For business Customer who purchases Goods and/or Services via the Supplier’s B2B website (www.happyhygiene.store.unleashedsoftware.com/login) payment for the Goods and/or Services must be made at the time of checkout or within the credit terms granted by the Supplier in its absolute discretion, and the Customer is deemed to have read and accepted the Supply T&Cs.

7.3 For all other Orders, the Customer must:

(a) pay, without any deduction or set-off, the price charged by the Supplier for Goods and/or Services supplied to the Customer within 7 days of receiving a tax invoice from the Supplier or within the standing credit terms offered and confirmed by the Supplier in writing.

(b) pay or reimburse the Supplier for any stamp duty assessed on any Contract and any fees or charges reasonably incurred by the Supplier to register or maintain any Security Interest held by the Supplier in respect of Goods and/or Services supplied to the Customer;

(c) immediately advise the Supplier in writing of the occurrence or likely occurrence of any Insolvency Event, any change in its name, ownership or control, or any step being taken to sell any assets (separately or together having a value being greater than 20% in value of its gross assets) as soon as practicable and not later than two Business Days after such event, change or step occurring. The Customer acknowledges that, despite any such event, change, or step the Customer remains liable to pay all outstanding or unpaid amounts to the Supplier including the price for all Goods and/or Services supplied.

7.4 Any amount owed to the Supplier not paid by the due date will incur interest at a rate of 12% per annum calculated daily and compounded monthly.

7.5 The Customer agrees to pay or reimburse the Supplier for all costs and expenses (including legal costs, commissions paid by the Supplier to any agent and dishonour fees) incurred by the Supplier in connection with the recovery of any overdue amounts and the enforcement of any Security Interest provided by or on behalf of the Customer to the Supplier.

7.6 A certificate signed by or on behalf of the Supplier stating any amount payable by the Customer is conclusive evidence of that amount in the absence of any manifest error. The Customer cannot object to the admission of such a certificate in any proceedings.

8. RETENTION OF TITLE

8.1 The Supplier retains legal and equitable title in any Goods supplied to the Customer until payment in full for or in connection with the supply of such Goods has been received by the Supplier. Until payment in full has been received, the following provisions of this clause 8 apply.

8.2 If the Customer sells any Goods supplied by the Supplier before payment in full has been received by the Supplier, the Customer sells as principal and not as agent of the Supplier, and the proceeds of sale of each item of Goods must be held by the Customer in a separate fund on trust for the Supplier and the Customer is under a duty to account to the Supplier for such proceeds. The creation of, or any failure of, any such trust shall not in any way limit the obligation of the Customer to pay any amount to the Supplier in respect of the Goods supplied.

8.3 Until payment in full has been received by the Supplier for any Goods supplied to the Customer, the Customer must keep the Goods safe and free from deterioration, destruction, loss or harm, and must clearly designate the Goods as the property of the Supplier, store them in such a way they are clearly identified as the property of the Supplier.

8.4 The Supplier is irrevocably entitled at any time and from time to time to inspect or to recover and retake possession of such Goods and otherwise exercise in relation to the Goods any of its rights whether those rights are as owner and/or unpaid seller or otherwise and whether those rights are conferred by common law, contract, statute or in any other way. In order to exercise such entitlement, the Supplier and its agents are irrevocably authorised by the Customer to enter any of the Customer’s premises or vehicles or those of any third party. The Customer agrees to obtain the consent of any such third party to such entry by the Supplier and to indemnify the Supplier and its agents for any liability arising from any entry upon such third parties’ premises or vehicles except to the extent that such liability arises from the negligence or wilful default of the Supplier. The Supplier and its agents agree to take all reasonable care in removing the Goods from such premises or vehicles but, to the extent this liability may be disclaimed by law, are not liable for any loss, damage or injury to such premises caused by the removal of the Goods.

8.5 This reservation of title and ownership is effective whether or not the Goods have been altered from their supplied form, or commingled with other goods.

8.6 The Customer shall inform the Supplier without delay of any proceeding for the seizure, requisition, confiscation or any other measure undertaken by a third party in relation to any Goods supplied by the Supplier which might affect the Supplier’s ownership over such Goods. In such case, the Customer accepts that any account paid by the Customer to the Supplier will be accounted for as damages to the Supplier over such Goods.

9. SECURITY AGREEMENT AND SECURITY INTERESTS

9.1 For the purposes of this clause 9 and the other provisions of these Supply T&Cs, the expressions “accession”, “collateral”, “commingled goods”, “financing statement”, “financing change statement”, “present and after acquired property”, “proceeds”, “security agreement”, “security interest”, “perfected security interest” and “verification statement” have the meanings given to them under, or in the context of the PPSA. References to sections are to sections of the PPSA.

9.2 The Parties agree and acknowledge that this clause 9 constitutes a security agreement which:

(a) creates a Security Interest (All PAAP) in favour of the Supplier over:

i) all Goods previously supplied by the Supplier to the Customer (if any);

ii) all of the Customer’s right, title and interest in all of the Customer’s present and after acquired property; and

iii) all proceeds,

as continuing security for payment of the purchase price and all of the Customer’s outstanding debts and obligations to the Supplier from time to time, and this Security Interest shall extend to all proceeds and accessions and continue until all of the Customer’s debts and obligations under or in connection with all Contracts are discharged in full; and

(b) provides that the retention of title arrangement described in clause 8 constitutes the grant of a PMSI by the Customer in favour of the Supplier in respect of all present and after acquired Goods supplied to the Customer by the Supplier from time to time.

9.3 The Customer must immediately, if requested by the Supplier, sign any documents, provide all necessary information and do anything else required by the Supplier to ensure that the Supplier’s PMSI and All PAAP are perfected security interests (including the registration of the PMSI and the All PAAP on the PPSR). The Customer must pay or reimburse the Supplier for any costs of registration, amendment or discharge of any financing statement or financing change statement and any costs the Supplier incurs with respect to or in connection with its PMSI and/or All PAAP and the exercise of its rights under the security agreement.

9.4 The Customer must not without the Supplier’s prior written consent grant any security interest or enter into any other arrangement that permits any other person to have or to register any security interest in respect of the Goods or any proceeds from the sale of the Goods that would have priority over the Supplier’s security interest in respect of the Goods or any proceeds from the sale of the Goods (including the Supplier’s PMSI and All PAAP referred to in clauses 9.2 and 9.3).

9.5 The Customer hereby waives any rights the Customer may otherwise have to:

(a) receive any notices the Customer would otherwise be entitled to receive under sections 95, 118, 121, 130, 132 or 135 of the PPSA;

(b) apply to a Court for an order concerning the removal of an accession under section 97 of the PPSA;

(d) receive a copy of a verification statement confirming registration of a financing statement, or a financing change statement, relating to any security interest the Supplier may have in Goods supplied to the Customer from time to time or any present and after acquired property of the Customer.

10. CHARGE OVER REAL PROPERTY

10.1 To secure the performance by the Customer of its obligations under any Contracts, the Customer hereby charges in favour of the Supplier all its right, title and interest (legal or equitable) both present and future in, to, under or derived from any real property (freehold and leasehold) (Charged Property).

10.2 The charge given by the Customer under clause 10.1 (Charge) shall operate as a fixed charge over the Charged Property.

10.3 The Parties agree and acknowledge that the Charge is a caveatable interest in the Charged Property, and the Supplier is entitled to lodge a caveat in respect of its interest in the Charged Property under the Charge. The Customer consents to the lodgement of any caveat by the Supplier in respect of the Charged Property.

10.4 The Customer must at its sole cost and expense do or cause to be done everything the Supplier asks the Customer to do to give the Supplier the full benefit of the Charge and its other rights under these Supply T&Cs and any Contracts, but not limited to:

(a) doing everything necessary to enable the Supplier to lodge any caveat in respect of the Charged Property;

(b) signing any document that gives the Supplier a registrable mortgage of the Charged Property; and

11. RISK

11.1 Risk in relation to any Goods passes to the Customer on delivery of the Goods. Delivery of Goods will be at the Supplier’s premises on collection of the Goods by the Customer, its employees, agent or contractors. If the Supplier has expressly agreed to ship the Goods, risk in the Goods passes immediately on delivery of the Goods to the Customer’s designated place of delivery by the Supplier or its agent.

12. GST

12.1 Unless otherwise stated on the websites or tax invoices or otherwise agreed by the Parties in writing, all payments to be made by the Customer under or in connection with any Contracts or these Supply T&Cs have been calculated without regard to GST. If all or part of any such payment is the consideration for a taxable supply for GST purposes then, when the Customer makes the payment:

(a) it must pay to the Supplier an additional amount equal to that payment (or part) multiplied by the appropriate rate of GST (currently 10%); and

(b) the Supplier will promptly provide to the Customer a tax invoice complying with the relevant GST legislation.

12.2 Where under any Contracts or these Supply T&Cs the Customer is required to reimburse or indemnify for an amount, the Customer will pay the relevant amount (including any sum in respect of GST) less any GST input tax credit the Supplier determines that it is entitled to claim in respect of that amount.

13 PRODUCT RECALL

13.1 The Customer shall provide the Supplier with any reasonable assistance requested by the Supplier relating to any recall of Goods. In the event of a recall of Goods or customer complaint, the Customer will not make any press or other announcements or release any information without the Supplier’s prior written consent, except when such disclosure or release is necessary or required in accordance to the relevant law or any applicable regulation(s).

14. CONFIDENTIAL INFORMATION AND IP

14.1 Subject to clause 14.2, the Customer must keep confidential the Confidential Information of the Supplier and all information in connection with:

(a) these Supply T&Cs and all subject matters covered by the Supply T&Cs; and

(b) any Contract and all subject matters covered by the Contract.

14.2 The Customer may disclose Confidential Information of the Supplier:

(a) on a confidential basis to their professional advisers for the sole purpose of enabling them to advise in connection with these Supply T&Cs and/or any Contract;

(b) if that information is in the public domain (other than as a result of a breach of confidence under this clause or otherwise);

(d) if required by law or by a government authority, court or tribunal to do so.

14.3 Nothing in these Supply T&Cs operates or is deemed to transfer any Intellectual Property of the Supplier to the Customer or any other third person.

14.4 This clause 14 binds the Parties at all times and, without limitation, survives, and continues to bind the Parties after, termination of any Contract.

15. DEFAULT AND TERMINATION

15.1 Either Party may terminate any Contract by giving notice to the other Party if the other Party has committed a breach of the Contract and, if the breach is capable of remedy, it has not been remedied within 14 days from the date on which notice is given to that other Party specifying the breach and requiring its remedy.

15.2 To the maximum extent permitted by law, a Party may terminate a Contract by giving notice to the other Party if the other Party is subject to an Insolvency Event.

15.3 The Supplier may at any time terminate a Contract on convenience by giving notice to the Customer.

15.4 The Supplier may terminate a Contract in its absolute discretion by giving the Customer notice if a Force Majeure Event subsists for more than 3 months.

15.5 If a Contract is terminated in accordance with this clause 15, no Party has any obligation or liability to another Party or any other person under or in connection with that Contract except in connection with:

(a) any claims which arose before the termination; and

(b) any obligations under the Contract which are expressed to survive termination of the Contract.

16. EFFECT OF TERMINATION

16.1 On termination of a Contract and at the request of the Supplier, the Customer must:

(a) at its own costs immediately return to the Supplier all the Supplier’s Confidential Information and its Intellectual Property in the possession or control of the Customer and/or its Associates;

(b) cease to use in any way whatsoever the Supplier’s Intellectual Property. The Customer expressly undertakes and warrants that it shall not use, exploit or pass on any of the Supplier’s Intellectual Property derived therefrom to its manufacturer and/or supplier;

16.2 At the Supplier’s absolute and unfettered discretion, the Supplier may continue to supply to the Customer any or all unfulfilled Orders which have been accepted by the Supplier prior to the termination of any Contract (even if the Delivery date is later than the date of termination), provided that all outstanding amount or debt owed by the Customer under any unfulfilled Orders have been paid in full.

16.3 The Supplier shall not be responsible for any loss or damage suffered or incurred by the Customer as a result of failure by the Customer to meet any Order placed by its customers as a result of the termination of a Contract or Order.

17. FORCE MAJEURE

17.1 Notwithstanding any other provisions, the Supplier shall not be considered in default in the performance of its obligations, or be liable to the Customer for any failure to deliver or for any delay in delivery of Goods and/or Services to the extent that such failure or delay is caused by a Force Majeure Event. In the event of a delay arising from a Force Majeure Event, the time of the performance of delivery of the Goods shall be extended by a period of time reasonably necessary to overcome the effect of the delay.

17.2 For the purposes of this clause, ‘Force Majeure’ means:

(a) act of God, peril of the sea, accident of navigation, war, sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, strike, industrial dispute or other labour difficulty whether or not involving employees of the party concerned), epidemic, pandemic or other diseases (including but not limited to COVID-19 or any variations, mutations or derivatives of COVID-19), quarantine, radiation or radioactive contamination;

(b) action or inaction of any government or governmental or other competent authority (including any Court of competent jurisdiction), including expropriation, restraint, prohibition, intervention, requisition, requirement, restriction, lockdown, direction or embargo by legislation, regulation, decree or other legally enforceable order; and

(c) breakdown of plant, machinery or equipment, or shortages of labour, transportation, fuel, power or plant, machinery, equipment, Goods, items, accessories, parts or materials for whatever reasons including but not limited to the reasons set out in paragraph (b) in this definition, or the unavailability of Goods or parts or delay in obtaining them locally or from overseas due to or directly or indirectly caused by such reasons including but not limited to the outbreak of epidemic or pandemic of any other diseases (including without limitation COVID-19 or any variations, mutations or derivatives of COVID-19).

18. MISCELLANEOUS

18.1 Once an Order has been accepted by the Supplier and a Contract is formed, the Parties must do all such further acts, matters and things (including the execution of documents) as may be necessary to give full effect to the Contract.

18.2 Once a Contract is formed, it constitutes the entire agreement of the Parties and supersedes all prior agreements, understandings and negotiations on the same subject matters.

18.3 The Customer may not assign or transfer all or any part of their rights or obligations under the Contract without the prior written consent of the Supplier.

18.4 The Customer warrants by submitting an Order to the Supplier that they have obtained, or have had the opportunity to obtain, independent legal and financial advice on the Contract and the Supply T&Cs, and agree that the terms of the Contract are reasonable and that they have entered into the Contract freely and voluntarily.

18.5 No provision of the Contract or the Supply T&Cs may be construed adversely to a Party solely on the ground that the Party was responsible for the preparation of that provision or the relevant document.

18.6 Any provision in the Contract or the Supply T&Cs which is invalid or unenforceable in any jurisdiction is to be read down, for the purposes of that jurisdiction, if possible so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of the relevant document or affecting the validity or enforceability of that provision in any other jurisdiction.

18.7 Any document constituting the Contract may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same instrument.

18.8 Unless otherwise specified in the Contract or the Supply T&Cs, each Party must bear its own legal and other costs and expenses relating directly or indirectly to the preparation of, and performance of its obligations under, the Contract.

18.9 If the Customer comprises two or more persons, then the Contract binds all of them jointly and each one of them severally.

Terms and Conditions

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