Terms of Sale

1. Definitions & Interpretation

1.1In these General Terms and Conditions for the Sale of Goods and/or Services and/or the Rental of Equipment (the “Conditions”) the following definitions shall be used for the purpose of interpreting the Agreement:

“Affiliate(s)” shall mean any subsidiary or parent or holding company of any company or any other subsidiary of such parent or holding company. For the purpose of this definition, "subsidiary" and "holding company" shall have the meanings assigned to them under Section 1159 and Schedule 6 of the Companies Act 2006, and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) whether by way of security or in connection with the taking of security or (b) its nominee.

“Agreement” shall mean the proposal or quotation issued by CenterSet and all legal and technical documents referred to in such proposal or quotation which govern the sale of the Goods, and/or provision of Services and/or Equipment, these Conditions and such documents (including but not limited to any purchase order) issued by Company and expressly accepted by CenterSet in writing.

“Agreement Price” shall mean the price payable by Company to CenterSet for the sale of the Goods, and/or provision of the Services and/or Equipment under the Agreement. Unless otherwise stated in the Agreement, all payments shall be in the currency quoted in the proposal or quotation issued by CenterSet.

“CenterSet” shall mean the CenterSet company selling the Goods, and/or providing the Services and/or Equipment under the Agreement and shall include CenterSet's legal representatives, successors and assigns.

“CenterSet Group” shall mean CenterSet and its Affiliates, its and their subcontractors of any tier and its and their respective directors, officers, employees and agents. CenterSet Group shall not include any member of Company Group.

“CenterSet Premises” shall mean the CenterSet premises identified in the proposal or quotation issued by CenterSet.

“Claims” shall mean any and all claims, liens, demands, awards, suits, proceedings (including arbitral proceedings), debts, causes of action, judgments, losses, liabilities, damages, fines, interest, penalties, costs and expenses (including legal costs and expenses).

“Company” shall mean the company to whom CenterSet is selling the Goods, and/or providing Services and/or Equipment under the Agreement and shall include Company’s legal representatives, successors and assigns.

“Company Group” shall mean Company and its client(s) (if any), its and their co-venturers, its and their Affiliates, its and their other contractors of any tier and its and their respective directors, officers, employees and agents. Company Group shall not include any member of CenterSet Group.

“Consequential Loss” shall mean:

(a)consequential or indirect loss under applicable law; and

(b)loss and/or deferral of production, loss of product, loss of use, rig down time, loss of revenue, profit or anticipated profit (if any), in each case whether direct or indirect to the extent that these are not included in (a) and whether or not foreseeable at the effective date of the Agreement.

“Delivery Point” shall mean the CenterSet Premises unless a different location is agreed between the Parties in writing.

“Equipment” shall mean any rental equipment, machinery, tools, parts and/or accessories to be supplied by CenterSet to Company on hire and where CenterSet Personnel are not present, as specified in the Agreement.

“Force Majeure” shall mean acts of God, strikes, lockouts, or other industrial disturbances, terrorist acts (whether actual, threatened or reasonably perceived), acts of public enemies, wars (declared or not), blockades, insurrections, riots, pandemics, epidemics, landslides, fires, floods, civil disturbances, explosions, any delays or disruptions to delivery related to the withdrawal of the United Kingdom from the European Union, and any other causes not within the control of the Party claiming Force Majeure, which by the exercise of reasonable diligence such Party shall not have been able to avoid or overcome. For the avoidance of doubt, industrial disputes solely amongst the employees of either of the Parties or their Group shall not constitute Force Majeure.

“Goods” shall mean the goods, materials and/or equipment that CenterSet is required to sell to Company in accordance with the provisions of the Agreement.

“Hire Period” shall mean the period during which the hire charge applies, commencing on delivery of the Equipment in accordance with Clause 3 and shall continue until the Equipment is returned by Company to and received by CenterSet at CenterSet Premises, unless otherwise agreed in writing between the Parties.

“Party” shall mean Company or CenterSet as the case may be and “Parties” shall mean both Company and CenterSet.

“Services” shall mean all services that CenterSet is required to perform for Company in accordance with the provisions of the Agreement.

“Third Party” shall mean any party other than a member of CenterSet Group or Company Group.

“Work” shall mean the Goods, Services and/or Equipment to be provided by CenterSet to Company in accordance with the terms of this Agreement.

“Work Site” shall mean any place where the Services are to be performed or Goods to be utilised.

1.2All headings in the Agreement are used for convenience only and shall not affect the construction or validity of the Agreement.

1.3Reference to any statute, statutory provision, or statutory instrument includes a reference to the statute, statutory provision or statutory instrument as amended, extended or re-enacted from time to time.

1.4Reference to the singular includes a reference to the plural and vice versa. Reference to persons shall include companies and firms and vice versa. Reference to any gender includes a reference to the other genders.

1.5Any reference herein to a clause, sub-clause or section shall, unless expressly stated otherwise, be construed as a reference to the relevant clause, sub-clause or section of the Agreement.

2. General Obligations

2.1CenterSet shall provide all management, supervision, materials, personnel and equipment as stated in the Agreement.

2.2CenterSet shall be entitled to rely on all information provided by Company in relation to the Goods, Services and/or Equipment and Company shall ensure that all such information is true, correct and up to date at the date of provision.

2.3Company shall provide, without limitation, all approvals, instructions, information, data, materials or access to Work Site as is required in relation to the performance of CenterSet’s obligations as stated in the Agreement.

2.4Any authorisation, licence or approval required from any regulatory authority for which CenterSet is not expressly made responsible in the Agreement shall be obtained by Company at Company’s expense.

2.5Company shall, at Company’s expense, be responsible for obtaining any necessary customs clearance and shall give all reasonable assistance to CenterSet in obtaining any work permit, visa and similar document which CenterSet may require.

Hire of Equipment by Company

2.6During the Hire Period, Company shall:

2.6.1use the Equipment in a proper and skilful manner and shall comply with all the requirements of the law relating to the possession, use or safety of the Equipment;

2.6.2ensure that the Equipment is operated by fully competent and adequately experienced Company personnel only;

2.6.3ensure that any plates or marks identifying the Equipment as CenterSet’s shall remain intact and legible throughout the Hire Period;

2.6.4keep the Equipment in the same condition as at the commencement of the Hire Period, except to the extent of fair wear and tear;

2.6.5carry out routine maintenance to keep the Equipment in good working order. Where applicable, CenterSet shall, prior to the commencement of the Hire Period, inform Company of any routine maintenance requirements;

2.6.6notify CenterSet immediately if any non-routine maintenance is required but shall not undertake non-routine maintenance, without first obtaining CenterSet’s consent in writing;

2.6.7not make nor permit or suffer others to make any alterations or modifications or carry out any repairs to the Equipment without first obtaining CenterSet’s consent in writing;

2.6.8notify CenterSet immediately in writing of any loss of or damage to the Equipment and comply with any instruction issued by CenterSet in respect of the same;

2.6.9within fourteen (14) days of demand, reimburse CenterSet for the full cost of repair or replacement of any lost or damaged Equipment.

2.7Equipment shall be deemed to have been received in good order and fully compliant with the Agreement unless written notice to the contrary is received by CenterSet within two (2) working days of delivery of the Equipment.

2.8Company shall return the Equipment to the CenterSet Premises, or such other location as may be agreed between the Parties in writing, at the end of the Hire Period at Company’s cost and expense.

2.9The Equipment shall be returned by Company in good condition and working order. Any reconditioning, redress and/or repair or replacement necessary to return the Equipment to the same condition that it possessed prior to the commencement of the Hire Period (except to the extent of fair wear and tear) shall be for Company’s account. For the avoidance of doubt, the Hire Period shall continue until such time as any reconditioning, redress and/or repair or replacement is complete.

3. Delivery

3.1Delivery dates or schedules provided for the Goods, Services and/or Equipment are estimates only, CenterSet will use reasonable endeavours to ensure it complies with any time stipulations agreed between the Parties but will not be liable to Company Group for any failure to comply with any such time stipulation or for any Consequential Loss resulting therefrom.

3.2Delivery of the Goods and/or Equipment shall be governed by and construed in accordance with the provisions of the Incoterms (2020) as may be stated in the Agreement. In the event that no Incoterm is referenced, the Goods and/or Equipment shall be delivered Ex Works Incoterms (2020) to the Delivery Point.

3.3If Company fails to take delivery of the Goods and/or Equipment then, without prejudice to any other right or remedy of CenterSet, CenterSet shall be entitled to consider the Goods and/or Equipment delivered in accordance with Clause 3.2, invoice Company for the Goods and/or Equipment in accordance with Clause 4 and store the Goods and/or Equipment until actual delivery and charge Company for all reasonable costs (including insurance) of such storage.

4. Payment & Tax

4.1The Agreement Price shall be as set out in the Agreement or, if no Agreement Price is specified in the Agreement, the Agreement Price shall be CenterSet’s price book in force at the time of entering into the Agreement.

4.2Unless otherwise stated in the Agreement, the Agreement Price will be in United States Dollars (USD/$) and Company shall pay CenterSet in United States Dollars (USD/$). In the event that more than forty percent (40%) of the Agreement Price is to be paid in a currency other than United States Dollars (USD/$), UK Pounds Sterling (GBP/£) or Euros (EUR/ (EUR/€) (“Local Currency”) the Agreement Price shall be adjusted accordingly if the value of such Local Currency fluctuates by more than ten percent (10%) during the course of the term of the Agreement.

4.3CenterSet shall submit an invoice to Company at the end of every month, or at other intervals as may be agreed by the Parties in writing, and Company shall pay the invoice within thirty (30) days of receipt.

4.4Timely payment of CenterSet invoices shall be considered a material condition of the Agreement. CenterSet shall have the right to terminate the Agreement in the event of untimely payment or non-payment without any further liability to Company.

4.5If Company fails to make any payment due to CenterSet under the Agreement by the due date for payment, then without prejudice to CenterSet’s other rights and remedies (including, without limitation, those specified in Clause 4.4):

4.5.1Company shall pay interest on the overdue amount at the rate of eight per cent (8%) per annum above the Bank of England base rate from the original due date of the invoice. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Company shall pay the interest together with the overdue amount; and

4.5.2CenterSet reserves the right to suspend performance of the Services or delivery of any Goods and/or Equipment which are undelivered at the due date for such payment unless and until such payment is received.

4.6Company shall not be entitled to withhold sums due to CenterSet under any other Agreement or order with CenterSet as set off against disputes under this Agreement, nor shall it be entitled to withhold sums due under the Agreement as set off against disputes under any other Agreement or order.

4.7CenterSet may request at any time that Company provides CenterSet with such financial or other information which CenterSet may require to satisfy itself of Company’s ability to meet its financial obligations under the Agreement. CenterSet reserves the right to require that Company provides a form of security acceptable to CenterSet in support of such financial obligations. CenterSet has no obligation to undertake Services or supply Goods and/or Equipment under this Agreement if Company is unwilling or unable to provide such security to CenterSet’s satisfaction when so requested.

4.8CenterSet’s prices are exclusive of import and/or export duties and/or taxes or sales, use, value added, and similar taxes. Company shall reimburse CenterSet for all such duties and taxes and associated costs.

4.9If Company is required by law to withhold any tax from payments due to CenterSet (“Withholding Taxes”) then Company shall inform CenterSet of any such amounts in advance of the withholding and shall within thirty (30) days of the withholding, provide to CenterSet the original or certified receipts and/or certification from the relevant authority in respect of any and all amounts so withheld. If Company is unable to provide such certification, it shall immediately reimburse CenterSet for all deductions made. Notwithstanding the foregoing, Company will endeavour to minimise tax assessments in the country in which the Work is to be performed and shall advise and extend the benefit or concession to CenterSet of any and all relevant arrangements with governmental authorities concerning taxes. Where Withholding Taxes are applicable, CenterSet shall have the right to demand from Company a letter of credit from a third party, in a form acceptable to CenterSet, equal to the value of ninety (90) days of such Withholding Taxes.

4.10In the event that any changes in any applicable laws, rules and regulations made after the commencement of the Agreement result in increases in the cost to CenterSet of performing the Work, CenterSet shall be entitled to adjust its rates and prices and be compensated accordingly by Company.

4.11Company shall be responsible for and shall save, defend, indemnify and hold harmless the CenterSet Group in respect of any taxes imposed on Company by any governmental authority in the country in which the Work is to be performed.

5. Confidentiality

5.1Each Party shall keep confidential and shall not disclose to any third party, with the express exception of that Party’s Affiliates, any information in whatever form (written, oral, visual and electronic) obtained from the other Party relating to the Agreement without the prior consent of the other Party which shall not be unreasonably withheld or delayed.

5.2The provisions of this clause shall not apply to information which (i) is part of the public domain; or (ii) was in the possession of the receiving Party prior to the execution of the Agreement and which was not subject to any obligation of confidentiality owed to the disclosing Party; or (iii) was received from a third party whose possession is lawful and who is under no obligation not to disclose; or (iv) is required to be disclosed in order to comply with the requirements of any law, rule or regulation of any governmental or regulatory body having jurisdiction over the Agreement.

5.3The foregoing obligations of confidentiality shall subsist for a period of five (5) years from the date of expiration or termination of the Agreement.

6. Warranty

6.1Warranty for Goods:

6.1.1Subject to Clauses 6.1.2, 6.1.3, 6.1.4 and 6.4, CenterSet warrants that the Goods shall conform in all material aspects to the specifications as detailed in the Agreement and shall be free from defects for the warranty periods as specified in Clause 6.1.2.

6.1.2In the event that Company discovers that the Goods fail to comply with the Agreement, Company shall, no later than seven (7) days from its discovery, notify CenterSet with a report detailing the defect. CenterSet shall, at its option, repair or replace the said Goods. CenterSet’s warranty obligations shall cease twelve (12) months from the date of delivery of the Goods or once the Goods are received at the Work Site whichever period expires first and subject to a cumulative maximum warranty period of eighteen (18) months from delivery of the original Goods in respect of any repaired or replacement Goods.

6.1.3The foregoing warranty applies provided that the Goods are correctly used for the purpose as stated in the Agreement and are properly handled, installed and maintained and are not altered (other than by CenterSet). The above warranty does not apply to parts requiring replacement because of natural wear and tear.

6.1.4With respect to materials or products provided by a third party supplier, CenterSet shall use reasonable endeavours to assign to Company the benefit of any third party supplier’s warranty given to CenterSet, if possible, but shall have no other liability regarding such items.

6.2Warranty for Services:

6.2.1Subject to Clauses 6.2.2, 6.2.3, 6.4 and 6.5, CenterSet warrants that the Services shall be performed with reasonable care and diligence and with the skill to be expected of a reputable contractor experienced in the provision of the same or similar services as the Services.

6.2.2All Services shall be deemed approved by Company, prior to CenterSet’s demobilisation from the Work Site unless CenterSet is notified in writing of any defect. CenterSet shall re-perform any defective Services prior to demobilisation at no additional cost to Company.

6.2.3Once CenterSet has demobilised from the Work Site, any subsequent re-performance required in respect of defective Services shall be re-performed by CenterSet at Company’s expense; otherwise CenterSet shall have no obligation to re-perform such defective Services.

6.3Warranty for the Equipment:

6.3.1Subject to Clause 6.3.2, 6.3.3, and 6.4, CenterSet warrants that the Equipment will conform in all material respects to the specification as detailed in the Agreement, and shall be free from defects for the duration of the Hire Period.

6.3.2In the event that Company discovers that the Equipment fails to comply with the warranty in Clause 6.3.1, Company shall, not later than seven (7) days from its discovery, notify CenterSet with a report detailing the defect. Wherever reasonably practicable and on CenterSet’s request, Company shall return such Equipment to CenterSet for inspection. CenterSet shall repair or, at its option, replace the said Equipment which shall be Company’s sole remedy in respect of such deficiencies.

6.3.3The foregoing warranty shall not apply if the Company has failed to make any payment in respect of the Equipment by the due date for such payment, or in the event that the breakdown or failure of the Equipment is due to: (i) normal wear and tear; (ii) use of the Equipment by any person for an unauthorised or unintended purpose; or (iii) alterations, modifications or repairs to the Equipment by any person without the prior written consent of CenterSet.

6.4Notwithstanding the foregoing, in respect of defective Goods, Services and/or Equipment, CenterSet shall under no circumstances be liable for:

6.4.1costs relating to the dismantling, retrieval or return of defective Goods and/or Equipment; and/or

6.4.2any associated costs of transportation; and/or

6.4.3any other incidental or associated costs, including, without limitation, the cost of any equipment and services provided by Company Group or any Third Party.

6.5CenterSet’s interpretation of well or other related data is a matter of opinion on which professional engineers or analysts may differ. Accordingly, CenterSet does not warrant the accuracy or completeness of any data or interpretations, recommendations, reservoir or other models based on such data or interpretations (“Interpretations”). Company shall save, defend, indemnify and hold harmless CenterSet Group from and against all Claims arising as a result of Company’s use of such Interpretations, howsoever arising.

6.6The warranties expressly given by CenterSet in this Clause 6 are granted in lieu of any other warranties of merchantability, satisfactory quality or fitness for a particular purpose and all other warranties, whether express or implied, by law or otherwise, are hereby expressly excluded.

7. Force Majeure

7.1Save for Company’s obligation to pay CenterSet’s invoices, neither Party shall be responsible for any failure to fulfil any term or condition of the Agreement, if and to the extent that fulfilment has been delayed, hindered or temporarily prevented by a Force Majeure occurrence, which has been notified in accordance with this Clause 7 and which is beyond the control and without the fault or negligence of the Party affected and which, by the exercise of reasonable diligence, the said Party is unable to provide against.

7.2In the event of a Force Majeure occurrence, the Party that is or may be delayed in performing the Agreement shall notify the other Party without delay giving the full particulars thereof and shall use reasonable endeavours to remedy the situation without delay. CenterSet shall be entitled to payment during periods of Force Majeure as may be set out in the Agreement.

7.3In the event that any suspension due to Force Majeure exceeds thirty (30) consecutive days either Party may terminate the Agreement by written notice to the other Party and Company shall pay all demobilisation and other reasonable costs incurred by CenterSet due to such termination.

8. Proprietary Rights

8.1Save as expressly set out herein, neither Company nor CenterSet shall have the right of use, other than for the purposes of the Agreement, whether directly or indirectly, of any patent, copyright, proprietary right or confidential know how, trade mark or process provided by the other Party and the intellectual property rights in such shall remain with the Party providing such patent, copyright, proprietary right or confidential know how, trade mark or process.

8.2Where any potential patent or registrable right in any country in the world results from:

8.2.1a development by CenterSet Group which is based wholly on data, equipment, processes, substances and the like in the possession of CenterSet Group at the commencement date of the Agreement or otherwise produced outside of the Agreement; or

8.2.2enhancements of or in the existing intellectual property rights of CenterSet Group;

such rights shall vest in CenterSet or an Affiliate within the CenterSet Group as the case may be.

8.3CenterSet hereby grants to Company (and to any client to which Company supplies the Goods or whom the Services are ultimately provided) a non-exclusive, royalty-free, non-transferable licence to use any such intellectual property rights belonging to CenterSet as may be necessary to install, use, maintain or repair the Goods or to benefit from the Services or Equipment as contemplated by the Agreement and Company hereby grants to the CenterSet Group a non-exclusive, royalty-free, non-transferable licence to use any such intellectual property rights belonging to Company as may be necessary for CenterSet to provide the Goods, Services and/or Equipment under the Agreement.

8.4Where the Goods, Services and/or Equipment include the provision of software, CenterSet’s applicable software licence terms (a copy of which shall be provided on request) shall apply and be deemed incorporated into the Agreement.

9. Variations

9.1Company has the right to request that CenterSet make variations to the Goods, Services and/or Equipment providing such changes are within the capability and resources of CenterSet at the time of request.

9.2If an occurrence has taken place, or is likely to take place, which CenterSet considers a variation to the Goods, Services and/or Equipment, CenterSet shall be entitled to a variation to reflect the impact on the Agreement Price and/or the Agreement schedule.

9.3CenterSet shall not be obliged to proceed with any proposed variation until Company and CenterSet have agreed in writing the amount of any adjustment to the Agreement Price and Agreement delivery dates and/or schedule.

10. Liabilities & Indemnities

10.1CenterSet shall be responsible for and shall save, defend, indemnify and hold harmless Company Group from and against all Claims in respect of:

10.1.1personal injury to, including death or disease of any member of the CenterSet Group arising from or in connection with the performance or non-performance of the Agreement; and

10.1.2loss of, damage to or destruction of property (owned, leased, hired or otherwise provided by CenterSet Group) or equipment, materials or supplies of CenterSet Group arising from or in connection with the performance or non-performance of the Agreement.

10.2Company shall be responsible for and shall save, defend, indemnify and hold harmless CenterSet Group from and against all Claims in respect of:

10.2.1personal injury to, including death or disease of any member of Company Group arising from or in connection with the performance or non-performance of the Agreement;

10.2.2loss of, damage to or destruction of property (owned, leased, hired or otherwise provided by Company Group) or equipment, materials or supplies of Company Group arising from or in connection with the performance or non-performance of the Agreement.

10.3Notwithstanding Clause 10.1, and subject to Clauses 2.6.8 and 2.6.9 the Company shall be liable to CenterSet for any loss of or damage to the Equipment during the Hire Period, howsoever caused.

10.4Notwithstanding any provision to the contrary elsewhere in the Agreement, Company shall be responsible for and shall save, defend, indemnify and hold harmless CenterSet Group from and against any and all Claims in respect of: (i) any underground damage or damage to or loss of any well or hole, productive formation or reservoir (including, without limitation, any costs of redrill), or the loss of oil or gas therefrom; and/or (ii) any blow out, fire, explosion, cratering, or loss of control of the well or hole (including, without limitation, any costs of control and/or removal of debris); and/or (iii) the use of any of CenterSet Group's radioactive materials or tools, or any contamination resulting therefrom (including, without limitation, the costs of retrieval, containment, clean-up and/or remediation); and/or (iv) pollution or contamination of any kind (other than surface spillage of fuels, lubricants or garbage, originating within the equipment and/or tools of CenterSet Group) including, without limitation, the cost of control, removal and clean-up; in each case arising from or in connection with the performance or non-performance of the Agreement.

10.5Notwithstanding Clause 10.1, and except to the extent of fair wear and tear or where loss or damage is caused by the sole negligence or breach of duty (whether statutory or otherwise) of the CenterSet Group, Company shall be responsible for and shall reimburse CenterSet in respect of CenterSet Group’s property, materials or equipment:

10.5.1which are lost or damaged in the well or hole; or

10.5.2which are lost or damaged due to the effects of corrosion, erosion, abrasion or high-temperature deterioration caused by the nature of the well effluent.

10.6In the event of loss of or damage to CenterSet Group’s property, materials or equipment as set out in Clause 10.5, Company shall pay CenterSet either the repair cost or the full replacement cost of such property, materials or equipment, at CenterSet’s sole option.

10.7Notwithstanding Clause 10.1, Company shall be responsible for and shall save, defend, indemnify and hold harmless CenterSet Group for any loss of or damage to property or equipment of CenterSet Group which occurs whilst being transported on or loaded or unloaded from the means of transport provided by Company.

10.8Notwithstanding anything to the contrary contained in this Agreement, Company shall, at its sole expense and risk, be responsible for and shall transport and dispose of any spent or used chemicals or other hazardous waste materials resulting from or incidental to the Work (“Waste Materials”). Company shall save, defend, indemnify and hold harmless CenterSet Group from and against any and all liability incurred by CenterSet, whether under statute, regulation or otherwise arising as a result of Company’s failure to properly transport and/or dispose of Waste Materials.

10.9Notwithstanding anything to the contrary contained in this Agreement, where the Services include the provision of sampling services:

10.9.1CenterSet shall not be liable for the loss of or damage to such samples, howsoever caused, and CenterSet’s liability shall be limited to the repair or replacement as necessary of any Company provided sample containers which may be damaged or lost due to CenterSet’s sole negligence and while such sample containers are in CenterSet’s care, custody and control.

10.9.2Company shall be responsible for and shall reimburse CenterSet for the cost of the repair or replacement as necessary, of any of CenterSet’s sample containers which may be damaged or lost while outwith CenterSet’s care, custody and control.

10.10Subject to the exceptions specified in Clauses 10.5 and 10.9.1, all exclusions and indemnities given under the Agreement shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified Party or any other entity or party and shall apply irrespective of any claim in tort, negligence, under contract or otherwise at law.

10.11The indemnities provided under these Conditions shall be full and primary irrespective of whether the Parties carry insurance in respect of such indemnities.

11. Consequential Loss

11.1Notwithstanding any provision to the contrary elsewhere in the Agreement, Company shall save, indemnify, defend and hold harmless CenterSet Group from Company Group’s own Consequential Loss and CenterSet shall save, indemnify, defend and hold harmless Company Group from CenterSet Group’s own Consequential Loss, arising from or in connection with the performance or non-performance of the Agreement.

12. Insurance

12.1All Company’s insurances shall contain provisions whereby the insurers agree to waive their right of subrogation against CenterSet Group and their respective insurers in accordance with the liabilities assumed by Company under the provisions of Clauses 10 and 11.

12.2Company shall obtain insurance cover in respect of the full replacement value of the Equipment for the duration of the Hire Period. CenterSet may at any time request evidence that such insurance cover exists and Company shall promptly provide CenterSet with such evidence.

13. Cancellation

13.1In the event that Company cancels an order for Goods, Services and/or Equipment or cancels the Agreement, in addition to its liability to pay all CenterSet’s outstanding invoices, Company shall be liable for all costs incurred by CenterSet in connection with the cancellation such as, but not limited to, all cancellation charges, administration costs and expenses and costs for demobilisation of equipment or personnel, in addition to any cancellation or termination fee that may be provided for in the Agreement. Unless otherwise agreed in writing by CenterSet no Goods or any other items may be returned for credit.

13.2CenterSet may terminate an order for Goods, Services and/or Equipment or the Agreement where there is a change of control of Company (within the meaning of Section 1124 of the Corporation Tax Act 2010).

14. Risk & Title in the Goods and Equipment

14.1Title in the Goods shall not pass to Company until CenterSet has been paid the price of the Goods in full.

14.2All Equipment provided by CenterSet under the Agreement is and shall at all times be and remain the sole and exclusive property of CenterSet. The sole right granted to Company is the right to use such Equipment upon the terms and conditions of the Agreement.

14.3Risk of loss or damage to the Goods and/or Equipment shall pass to Company on delivery or deemed delivery in accordance with Clause 3 and in respect of Equipment, shall rest with Company until the end of the Hire Period.

14.4Company shall not, at any time during the Hire Period, part with possession of or control over the Equipment or supporting documentation or purport to grant any right over or in respect of the Equipment or supporting documentation to any third party or otherwise do or refrain from doing anything which might adversely prejudice any right of CenterSet to the Equipment or put such right in jeopardy.

15. Assignment

15.1CenterSet shall have the right to assign the Agreement to any of its Affiliates without the consent of Company or to any third party with the consent of Company which consent shall not be unreasonably withheld or delayed.

15.2Company shall have the right to assign the Agreement to any of its Affiliates without the consent of CenterSet or to any third party with the consent of CenterSet which consent shall not be unreasonably withheld or delayed.

16. General Legal Provisions

16.1None of the terms and conditions of the Agreement shall be considered to be waived by either CenterSet or Company unless a waiver is given in writing by one Party to the other. No failure on the part of either Party to enforce any of the terms and conditions of the Agreement shall constitute a waiver of such terms.

16.2These Conditions shall prevail over any terms or conditions contained in any purchase order provided by Company or any other terms and conditions unless expressly accepted and agreed by CenterSet in writing.

16.3The Agreement constitutes the entire agreement between the Parties hereto with respect to the provision of the Goods, Services and/or Equipment and supersedes all prior negotiations, representation or agreements related to the Agreement, either written or oral.

16.4No amendments to the Agreement shall be effective unless evidenced in writing and signed by the Parties.

16.5It is the intention of the Parties that the Agreement shall be construed as a whole. Notwithstanding the foregoing, if any part of the Agreement is held by a tribunal of competent jurisdiction to be invalid or unenforceable, the validity of the remainder of the Agreement shall not be prejudiced thereby and every part of the Agreement shall be deemed to be severable and separately valid and enforceable. CenterSet and Company hereby agree to substitute, for any invalid or unenforceable provision, a valid and enforceable provision, which achieves to the greatest possible extent the Parties' original intent as well as the economic, legal and commercial objectives of the invalid or unenforceable provision.

16.6Expiry of the Agreement or its termination, howsoever arising, shall not affect or prejudice any terms of, or rights conferred by, the Agreement which are either expressly or by implication intended to come into effect or continue in effect after such expiry or termination.

17. Notices

17.1All notices in respect of the Agreement shall be given in writing by a designated authority for the Party giving notice, and delivered electronically, by hand or by registered post to the relevant address or addresses as specified in the Agreement. Notices shall be effective: (i) if delivered by email, at the time of sending; or (ii) if delivered by hand, at the time of delivery; or (iii) if sent by registered post, at the time of delivery.

18. Rights of Third Parties

18.1The Parties agree that the Contracts (Rights of Third Parties) Act 1999 shall apply to the Agreement only to the extent that any member of the CenterSet Group or Company Group (excluding Company and CenterSet) who has been granted an express benefit in terms of the Agreement shall be entitled in its own right to enforce the benefit of the indemnities given to it pursuant to Clause 10.

19. Limitation of Liability

19.1Notwithstanding anything to the contrary contained in this Agreement, CenterSet Group’s total cumulative liability arising out of or related to the performance or non-performance of this Agreement shall be limited to one-hundred percent (100%) of the value of the Work performed at the time such liability arises and shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of CenterSet Group or any other entity or party, and shall apply irrespective of any claim in tort, negligence, under contract or otherwise at law. Company shall save, defend, indemnify and hold harmless CenterSet Group from and against all Claims in excess of this limitation.

20. Business Ethics

20.1Both Parties shall at all times ensure that the actions of its employees and representatives comply with all applicable laws, statutes and regulations. Nothing in the Agreement shall be interpreted as requiring either Party to do or refrain from doing anything which would result in a breach or violation of any applicable laws, statutes or regulations including anti-trust or anti-competitive behaviour, economic sanctions and/or export controls procedures and requirements.

20.2Both Parties agree that they will not directly or indirectly in any way that relates to the Agreement:

20.2.1give, offer, pay, promise or authorise any financial or other advantage or anything else of value to any other person or organisation (including, without limitation, giving or offering anything of value to a person that performs a function or activity that (i) is of a public nature (e.g. where the person acts in his capacity as a government official or representative or a political party official or candidate for political office, or to anyone acting on behalf of a public international organisation, or is employed by a government-owned or controlled company), or (ii) is connected to a business performed in the course of an employment for another private commercial company or (iii) includes acting on behalf of a body of persons, with the intent to exert improper influence over the recipient, induce the recipient to violate his or her duties, secure an improper advantage, or improperly reward the recipient for past conduct;

20.2.2offer, promise, pay, give, authorise, request or receive an improper advantage, or accept an offer thereof, in connection with a position, office or assignment;

20.2.3request, receive or accept, for the benefit of itself or anyone else, any financial or other advantage, or anything else of value, as an inducement or a reward for violating a duty of loyalty to the other Party, or improperly performing a function that relates in any way to the Agreement or to the other Party; or

20.2.4otherwise be involved in any activity, practice or conduct that would be in breach of the requirements of the Agreement in relation to ethics and anti-corruption and/or which would constitute an offence under any applicable laws in relation to ethics and anti-corruption (including, without limitation the UK Bribery Act 2010, the U.S. Foreign and Corrupt Practices Act of 1977 or Section 45/46 of the Criminal Finance Act 2017); or

20.2.5be involved in any activity, practice or conduct that would be in breach of the principles set out in the CenterSet Code of Conduct (available at https://www.CenterSetgroup.com/about-us/code-of-conduct).

20.3In relation to this Agreement, neither Party shall be involved in any activity, practice or conduct that would be in breach of the requirements of the Agreement in relation to child labour, slavery, servitude and forced or compulsory labour or human trafficking which would constitute an offence under any applicable laws in relation to ethics and labour laws (including, without limitation, the UK Modern Slavery Act 2015).

20.4Each Party shall, as soon as reasonably practicable to do so, report to the other Party any act or omission which could possibly be seen as a breach of this Clause 20.

20.5If Company breaches any provision of this Clause 20 or CenterSet has any reason to suspect that Company has breached any provision of this Clause 20 then, without prejudice to its other rights and remedies, CenterSet shall be entitled to terminate the Agreement (or part thereof) immediately on notice to Company.

20.6CenterSet shall not engage or facilitate tax evasion. Company warrants, represents, and undertakes for its and on behalf of Company Group, that, in connection with the performance of the Services (i) neither Company nor any member of Company Group shall: engage in any activity, practice, or conduct which would constitute or facilitate either a UK or a foreign tax evasion offence under Part 3 of the Criminal Finances Act 2017 or under the laws of country of incorporation of the Company or where the Company performs its obligations hereunder. Company shall maintain policies and procedure that are reasonable both to prevent the commission or facilitation of tax evasion by any associated person and to require compliance with this subclause 20.6; and (ii) Company shall promptly report to CenterSet any request or demand from a third party to commit or facilitate evasion of tax or evidence of a breach of this subclause 20.6.

21. Data Protection

21.1The Parties shall at all times comply with all obligations imposed by applicable laws, rules or regulations relating to matters of data protection, privacy and security (including, where relevant, the applicable requirements of the European Union General Data Protection Regulation (EU 2016/679) (the “EU GDPR”) or the EU GDPR as transposed into United Kingdom national law in the form of the UK GDPR, together with the Data Protection Act 2018).

22. Governing Law

22.1The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Scotland.

23. Dispute Resolution

23.1Any dispute, controversy or claim between the Parties in connection with or arising out of the Agreement shall be resolved by means of the following procedure:

23.1.1the dispute shall initially be referred to the Parties’ respective representatives who shall discuss the matter in dispute and use reasonable efforts to reach an agreement;

23.1.2if no agreement is reached under Clause 23.1.1 within ten (10) calendar days from the date of referral either Party may refer the dispute to the senior management of the Parties.

23.2In the absence of agreement being reached in accordance with Clause 23.1.2 within thirty (30) calendar days:

23.2.1subject to Clause 23.2.2, the Parties shall settle the dispute in accordance with the arbitration rules of the Scottish Arbitration Centre (‘SAC’) in force as at the date of the Agreement (the ‘Rules’), which Rules are deemed to be incorporated by reference into the Agreement, save as expressly amended by this Clause 23.3; or

23.2.2CenterSet shall be entitled, at its sole option, to forego Clause 23.2.1 and instead seek remedy in a competent court taking jurisdiction.

23.3Where arbitration proceedings commence in accordance with Clause 23.2.1, the appointing authority shall be the SAC which shall also administer any arbitration commenced under the Agreement, such administration also to be in accordance with the Rules. The number of arbitrators shall be three; the seat of arbitration shall be Scotland, however, the Parties may agree for the hearing to take place at any convenient location. The language to be used in the arbitral proceedings shall be English. The decision of the arbitrators shall be final and binding upon both Parties and, where arbitration has been commenced or completed, neither Party shall seek recourse to a law court or other authority to appeal for revisions of the decision.

24. Export Control

24.1If Company transfers the Goods, Equipment and/or Services to a third party, Company shall comply with all national and international export control regulations, including without limitation the export control regulations of the United Kingdom, European Union and the United States of America.

24.2Company agrees that it shall not be party to a transaction which would allow such Goods, Equipment and/or Services to be used in connection with the design, production, use or storage of chemical, biological or nuclear weapons or missiles of any kind.

24.3Upon request, the Company shall provide CenterSet with relevant end-use, end-user, and country of end use of the Goods, Equipment and/or Services.

24.4Company shall save, defend, indemnify and hold harmless CenterSet Group from and against any Claim arising out of or relating to any non-compliance with export control regulations by Company.

25. Customs

Notwithstanding anything to the contrary contained in the Agreement:

25.1Where the Company requests that CenterSet import and/or export materials and/or equipment under any customs exoneration, privileged duty exemption or relief regime (together “Customs Regime”) provided by Company, Company shall provide CenterSet with written evidence that such Customs Regime is in full compliance with customs and local procedures and/or applicable law, complete with all relevant documentation to confirm approval for use of said Customs Regime. If upon such request, CenterSet, in its sole discretion, agrees to import and/or export materials and/or equipment under any such Customs Regime provided by Company, and should any customs or local authorities (“Customs Authorities”) establish that any Customs Regime is now unlawful or unenforceable and subsequently enforce levies, fines, duties or any charges whatsoever (“Customs Charges”) in relation to the importation or exportation process on CenterSet, Company shall save, defend, indemnify and hold harmless the CenterSet Group from and against any such Customs Charges. Further CenterSet shall not be liable to Company in any respect in relation to delays in the customs clearance process.

25.2Where Company is responsible for importing CenterSet materials and/or equipment, Company shall advise CenterSet how such materials and/or equipment shall be imported. If CenterSet materials and/or equipment are imported under any Customs Regime, then Company will be responsible for ensuring that any Customs Charges in relation to such Customs Regime are settled with the Customs Authorities directly by the Company or agents acting on behalf of the Company. Company will provide to CenterSet original stamped customs import documentation related to CenterSet’s materials and/or equipment (or copies when originals are not available), providing that CenterSet’s materials and/or equipment has either (i) been fully nationalised, paying the appropriate rates of duties and taxes; or (ii) customs cleared under the Customs Regime; or (iii) in the case of transfer or re-exportation of CenterSet’s materials and/or equipment, that all payments to the Customs Authorities have been made prior to such transfer or re-exportation. Should the Custom Authorities establish post transfer or re-exportation of CenterSet materials and/or equipment that the Customs Regime used is or was unlawful or unenforceable and subsequently enforces Customs Charges on CenterSet, Company shall save, defend, indemnify and hold harmless CenterSet from and against any such Customs Charges.

25.3It is agreed that while the Company will be registered as the importer of record as per the customs import documents, CenterSet shall remain the sole owner of CenterSet materials and/or equipment, and such materials and/or equipment cannot be (i) sold or transferred without CenterSet’s written permission; or (ii) attached in lieu of payment to any of the Company’s creditors.

25.4For the avoidance of doubt, should any Customs Authorities require payment by CenterSet for any Customs Charges, these Customs Charges shall be recovered from the Company. It is agreed that payment of any Customs Charges by CenterSet to any Customs Authorities shall not constitute admission of liability for such Customs Charges.

26. Sanctions & Trade Restrictions

26.1Neither Party shall be obliged to perform any obligation required by the Agreement if this would be in violation of, inconsistent with, or expose such Party or its Affiliates to punitive measures, under any laws or regulations applicable to such Party or its Affiliate, relating to trade sanctions, foreign trade controls, export controls and similar laws (“Trade Restrictions”) or, in such Party’s reasonable judgement, such circumstances exist.

26.2Where any performance by a Party would be in violation of, inconsistent with, or expose such Party or its Affiliate, to punitive measures under the Trade Restrictions, such Party (the “Affected Party”) shall be entitled to immediately suspend the affected obligation (whether payment or performance) until such time as the obligation is no longer affected.

26.3The Parties shall seek in good faith to find a mutual acceptable solution to minimise the effects of the above. In the absence of a mutually acceptable solution, each Party reserves the right to terminate the Agreement, and the other Party agrees that it shall have no cause of action and hereby waives any right to assert the same.