1. In this Contract, the following definitions apply:
   1. Adder Technology: Adder Technology Limited, of West Walk Building, 110 Regent Road, Leicester, LE1 7LT (registered in England and Wales with company number 01823478).
   2. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
   3. Conditions: the terms and conditions set out in this document, forming part of the Contract.
   4. Contract: the contract between Adder Technology and the Customer, consisting of these Conditions and the Specification.
   5. Customer: the person or firm who purchases the Goods from Adder Technology, as identified in the Specification.
   6. Development Works: the creation of any bespoke software for the Customer as set out in the Specification;
   7. Delivery Location: has the meaning set out in clause 4.1.
   8. Economic Sanctions: means any economic or financial sanctions administered or enforced by the United Kingdom or the European Union, including but not limited to financial sanctions applicable to the UK’s Consolidated List of Financial Sanctions Targets and/or the EU’s Consolidated list of persons, groups and entities subject to EU financial sanctions.
   9. Export Controls: means laws, regulations and other legally-binding measures of the United Kingdom and/or European Union imposing restrictions on the export, transfer, transit or transhipment of goods, software and/or technology, including but not limited to the (UK) Export Control Act 2002, the (UK) Export Control Order 2008 and the (EU) Council Regulation 428/2009.
   10. Limited Warranty: has the meaning set out in clause 5.1.
   11. Purchase Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of Adder Technology’s quotation as the case may be.
   12. Force Majeure Event: has the meaning given in clause 11.
   13. Goods: the goods (or any part of them) as set out in the Specification and comprising the Hardware and Software together.
   14. Hardware: means the hardware and electronics set out in the Specification.
   15. Intellectual Property Rights: means all copyright, database rights, topography rights, design rights, trademarks, trade names, utility models, patents, domain names and any other intellectual property rights of a similar nature (whether or not registered).
   16. Software: means the computer executable binary code in object form that is made available under the software license at clause 4.4.
   17. Specification: any specification or statement of work for the Goods, including any related plans and drawings, which are provided by Adder Technology.
2. In this Contract, the following rules of interpretation apply:
   1. capitalised terms used in clause 6.4 shall have the meaning given in the WEEE Regulations;
   2. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
   3. a reference to a party includes its personal representatives, successors or permitted assigns;
   4. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
   5. a reference to a statute or statutory provision is a reference to such statute or 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; and
   6. a reference to writing or written does include e-mail, except for the purposes of clause 12.3.

2. BASIS OF CONTRACT

1. In consideration of payment in full and in accordance with clause 7, Adder shall sell the Hardware and license the Software to the Customer.
2. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. The Purchase Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Specification are complete and accurate. The contract between the parties shall only be deemed to be accepted when Adder Technology issues its acceptance of the Contract. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing. Any conditions of the Customer annexed to its Purchase Order shall not apply.
4. Any samples, drawings, descriptive matter, or advertising produced by Adder Technology and any descriptions or illustrations contained in Adder Technology’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3. GOODS

1. The Goods are described in the Specification. Adder Technology reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
2. The Customer shall ensure that any Goods received from Adder Technology under this Contract, will not be used, exported, diverted, transferred, transmitted or otherwise disposedof in violation of Export Controls, any other applicable export legislation or any applicable import controls, either in their original form or after being incorporated into other items.  The Customer shall be required to obtain at their own expense any import licence, export licence or other governmental approval required for the Goods to be delivered by Adder Technology to the Customer and/or used by the Customer for its purposes.
3. The Customer shall not disassemble, decompile, reverse engineer or convert the whole or any part of the Goods.

4. DELIVERY AND SOFTWARE LICENCE

1. Adder Technology shall deliver the Goods to the location set out in the Specification or such other location as the parties may agree (the “Delivery Location”).
2. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Adder Technology shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Adder Technology with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4. In consideration of payment in full (in cash or cleared funds) and in accordance with clause 7, Adder Technology hereby grants to the Customer a non-exclusive, non- transferable rightto use the Software on the Hardware for the purpose of operating the Goods.

5. LIMITED WARRANTY

1. Adder Technology warrants to the Customer that:
   1. on delivery, and for a period of 24 months from the date of delivery, the Hardware shall conform in all material respects with the Specification; and
   2. on delivery, and for a period of 30 days from the date of delivery, the Software shall conform in all material respects with the Specification, (together the “Limited Warranty”).
2. 2. Subject to clause 5.3 and provided that the Customer:
      1. within 3 Business Days of identifying a fault, gives notice in writing to Adder Technology during the Limited Warranty period that some or all of the Goods do not comply with the Limited Warranty;
      2. first contacts Adder Technology for a returns authorization number which must be clearly visible on the returned package (items returned in packages not clearly showing a returns authorization number will be refused);
      3. insures such Goods for shipping at the Customer’s cost; and
      4. returns such Goods to Adder Technology’s place of business at the Customer’s cost, then Adder Technology shall, at its sole option, provide one of the following remedies:
3. 2. 1. repair or facilitate the repair of any defective parts within a reasonable period of time, free of charge for the necessary parts and labour to complete the repair and resolve the Goods to their proper operating condition. Adder Technology will also pay the reasonable shipping costs necessary to return the Goods once the repair is complete; or
      2. replace the Goods with a direct replacement or with similar Goods deemed by Adder Technology to perform substantially the same function as the original Goods; or
      3. issue a refund of the original purchase price less depreciation to be determined based upon the age of the Goods at the time remedy is sought under the Limited Warranty.
   3. Adder Technology shall not be responsible for any costs associated with:
      1. the removal or re-installation of the Goods from or into any installation; or
      2. setting up the Goods and adjustment to any associated controls or programming required for a specific installation of the Goods.
   4. Adder Technology shall not be liable for the Goods’ failure to comply with the Limited Warranty in any of the following events:
      1. the label bearing the serial number of the Goods has been removed or defaced or the Goods have otherwise been tampered with;
      2. the Goods have not been purchased through an authorized channel reseller of Adder Technology products;
      3. the Goods have not been distributed by Adder Technology;
      4. the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
      5. the defect arises because the Customer failed to follow Adder Technology’s oral or written instructions as to the storage, commissioning, installation, use and/or maintenance of the Goods or (if there are none) good trade practice regarding the same;
      6. the Customer alters or repairs such Goods without the prior written consent of Adder Technology;
      7. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; and/or
      8. the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   5. The Limited Warranty does not apply to any damage, deterioration or malfunction resulting from any alteration, modification, improper or unreasonable use or maintenance, misuse, abuse, accident, neglect, exposure to excess moisture, heat, lightning strike, power surges earthquakes, flood or other acts of nature. Damage resulting from improper packing and shipping should be addressed to the carrier and is not covered by the Limited Warranty.
   6. Except as provided in this clause 5, Adder Technology shall have no liability to the Customer in respect of the Goods’ failure to comply with the Limited Warranty set out in clause 5.1.
   7. Save as set out in this clause 5, to the fullest extent permitted by law, Adder Technology makes no express or implied warranty or representation concerning the Goods and therefore excludes all conditions, warranties and representations (express or implied), statutory or otherwise in respect of the Goods and any deliverable under this Contract.

6. TITLE AND RISK

1. The risk in the Goods shall pass to the Customer either when its agent collects from Adder Technology’s warehouse or when delivery is made to the Customer.
2. Title to the Hardware shall not pass to the Customer until Adder Technology has received payment in full (in cash or cleared funds) for the Goods. Customer shall be entitled to use the Software in accordance with the software license set out at clause 4.4 and as such, for the avoidance of doubt, title to Software shall not be passed to Customer at any time.
3. Notwithstanding delivery and passing of the risk in the Goods, legal and beneficial ownership of the Hardware shall remain with Adder Technology until Adder Technology has received the purchase price in full as well as any other payments due to Adder Technology. Until ownership passes the Customer shall hold the Hardware as bailee of Adder Technology and must keep the Hardware free from any charge lien or other encumbrance. Adder Technology shall be entitled at any time either to require the Customer to deliver the Goods to Adder Technology or allow Adder Technology (with or without prior notice) to enter the premises where the Goods are stored and repossess the same. All charges incurred by Adder Technology in either respect shall be the Customer’s responsibility. If the Customer purports to sell the Goods before payment is made to Adder Technology the proceeds of the sales shall belong to Adder Technology until payment in full has been received by Adder Technology.
4. Following the transfer of ownership of the Goods to the Customer in accordance with these Conditions, the Customer shall (where applicable):
   1. be responsible for financing the collection, treatment, recovery and environmentally sound disposal of all WEEE arising or deriving from the Goods; and all WEEE arising or deriving from goods placed on the market prior to 13 August 2005 where such goods are to be replaced by the Goods and the Goods are of an equivalent type or are fulfilling the same function as that of such goods;
   2. comply with all additional obligations placed upon the Customer by the Waste Electrical and Electronic Equipment Regulations 2006 (“the WEEE Regulations”) by virtue of the Customer accepting the responsibility set out in section (i) above;
   3. provide the Customer’s WEEE compliance scheme operator with such data, documents, information and other assistance as such compliance scheme operator may from time to time reasonably require to enable such compliance scheme operator to satisfy the obligations assumed by it as a result of the Customer’s membership of such scheme; and
   4. be responsible for all costs and expenses arising from and relating to its obligations set out in this clause 6.4.
5. It is a condition of this Contract that (a) neither the Customer nor any of its subsidiaries are the subject of Economic Sanctions; and (b) the Goods are not used for used for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons.  Adder Technology may require the Customer to provide it with a signed end-use undertaking in the form mandated by the UK government before delivering Goods to the Customer.

7. PRICE AND PAYMENT

1. The price of the Goods shall be the price set out in the Purchase Order, or, if no price is quoted, the price set out in Adder Technology’s published price list in force as at the date ofdelivery.
2. Adder Technology may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
   1. any factor beyond Adder Technology’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials and other manufacturing costs);
   2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
   3. any delay caused by any instructions of the Customer or failure of the Customer to give Adder Technology adequate or accurate information or instructions.
3. Unless otherwise agreed in writing all prices for the Goods are quoted ex warehouse, inclusive of packing but exclusive of relevant taxes (including VAT) and delivery charges.
4. If the Customer has been granted a credit account, the Customer shall pay the invoice in full and in cleared funds within 30 days net from the date of invoice. If the Customer has not been granted a credit account, the Customer shall pay at the time of placing of the order. Payment shall be made to the bank account nominated in writing by Adder Technology.Time of payment is of the essence.
5. If the Customer fails to make any payment due to Adder Technology under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 2.5% per month and deliveries will be suspended. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Adder Technology may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Adder Technology to the Customer.

8. INTELLECTUAL PROPERTY RIGHTS

1. Except as expressly provided herein or as may be agreed in writing between the parties from time to time, the Customer will not receive any rights by implication or otherwise in any Goods received by them under the Contract. Unless otherwise explicitly agreed in writing, Adder Technology will retain:
   1. all Intellectual Property Rights it possesses with regard to any and all design, process, manufacturing and other technologies used in or used in or resulting from the development or production of the Goods including the Development Works;
   2. title to and possession of all tooling, material or equipment;
   3. all Intellectual Property Rights used in the manufacture, testing or assembly of the Goods furnished under the Contract. Neither the Customer nor any third party (whether by implication, operation of law or otherwise) will have any right or licence in or to any patent, copyright, trade secret right, mask work right, or any other Intellectual Property Right not expressly granted by Adder Technology in the Contract;
   4. all Intellectual Property Rights in any Customer feedback or comments on the Goods or Development Works, which the Customer assigns to Adder Technology with full title guarantee.
2. The Customer shall not rebrand or attempt to reverse engineer the Goods, or remove any copyright notices, confidential or proprietary legends or identification from the Goods.
3. The Customer hereby grants Adder Technology a non-exclusive right to use:
   1. the Customer’s Intellectual Property Rights on the Goods in accordance with the Specification; and
   2. the Customer’s logo and trademarks on Adder Technology’s website and marketing materials for the purpose of identifying the Customer as a client of Adder Technology.
4. The parties may refer to their collaboration in marketing slides. All other media releases, public announcements and public disclosures by the Customer relating to this Agreement or its subject matter shall be approved in writing by Adder Technology prior to release.

9. TERMINATION AND SUSPENSION

1. Adder Technology may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer has a receiver or administrative receiver appointed over it or over any part of its business or assets or passes a resolution for the winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enter into any voluntary arrangement with its creditors, or it ceases or threatens to cease to carry on business.
2. Without limiting its other rights or remedies, Adder Technology may suspend provision of the Goods under the Contract or any other contract between the Customer and AdderTechnology if the Customer:
   1. becomes subject to any of the events listed in clause 9.1 or Adder Technology reasonably believes that the Customer is about to become subject to any of them;
   2. fails to pay any amount due under this Contract on the due date for payment;
   3. commits a material breach of these Conditions and (if such breach is remediable) fails to remedy that breach within 30 days after being notified to do so; or
   4. is not in compliance with the condition in clause 6.5.
3. On termination of the Contract for any reason the Customer shall immediately pay to Adder Technology all of Adder Technology’s outstanding unpaid invoices and interest.
4. Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

10. LIMITATION OF LIABILITY

1. Nothing in this Contract shall limit or exclude Adder Technology’s liability for death or personal injury caused by its negligence or for fraud or for fraudulent misrepresentation.
2. Subject to clause 10.1 or any other liability that cannot be excluded by law:
   1. Adder Technology shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and
   2. Adder Technology’s total liability to the Customer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods delivered under the Purchase Order relating to the claim.

11. FORCE MAJEURE

1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen,  was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

12. ACCEPTANCE TESTING

1. If any Development Works are required pursuant to the Specification, Adder Technology shall carry out reasonable tests to ensure that the Development Works are in operable condition and capable of meeting the requirements in the Specification. Customer acknowledges that any timescales stated in the Specification for delivery of the Development Works are estimates only.
2. Upon completion of Adder Technology’s internal tests described in clause 12.1, Adder Technology shall deliver the Development Works to the Customer.
3. Acceptance of the Development Works shall be deemed to have occurred on the earliest of:
   1. the Customer providing confirmation in writing (email permitted) that the Development Works are accepted and free from material defects; or
   2. unless otherwise agreed between the parties in writing, the expiry of fourteen (14) days after the delivery of the Development Works to the Customer if the Customer has not notified Adder Technology in accordance with clauses 12.3(i) or 12.4, (the “Acceptance Date”). 
4. 4. Where the Customer notifies Adder Technology that there is a material defect with the Development Works, Adder Technology shall either:
      1. notify the Customer, acting reasonably and in good faith, that the identified defect is not a material defect, and in such case the Development Works will be deemed accepted (and the Acceptance Date shall be the date of Adder Technology’s notification to the Customer under this clause); or
      2. take reasonable steps to remedy such defect and resubmit the Development Works to the Customer, in which case the provisions of clauses 12.1 - 12.3 shall apply to the repeated testing.
   5. If Adder Technology notifies the Customer that it is unable to remedy the defect in a reasonable time, the parties shall discuss and agree any appropriate changes to the Development Works or payment terms.

13. GENERAL

1. A waiver of any right under this Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this Contract are cumulative and do not exclude rights provided by law.
2. If any provision of this Contract (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.
3. This Contract and any documents referred to in it constitute the whole Contract between the parties and supersede any previous arrangement, understanding or Contract between them relating to the subject matter of this Contract. Each party acknowledges that, in entering into this Contract and the documents referred to in it, it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty of any person (whether a party to this Contract or not) other than as expressly set out in this Contract or those documents. Nothing in the Contract shall limit or exclude any liability for fraud.
4. Save as expressly provided in this Contract, no amendment or variation of this Contract shall be effective unless in writing and signed by a duly authorized representative of each of the parties to it.
5. Neither party may assign, transfer, charge or subcontract its rights or obligations under this Contract without the written consent of the other.
6. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership, agency or joint venture between any of the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.
7. This Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyoneelse.
8. Any notice under this Contract must be in writing and must be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Contract or such other address as may have been notified by that party for such purposes. A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not in normal business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received at the time at which it would have been delivered in the normal course of post. For the purposes of this clause 13.8, “writing” does not include email.
9. This Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by the laws of England. The courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Contract, its subject matter or its formation (including non-contractual disputes or claims).