Terms and Conditions

General Terms and Conditions (GTC) of RIVERSIDE WASTE MACHINERY LIMITED
– these General Terms and Conditions are part of a purchase contract, maintenance agreement or hire
agreement as applicable –

Updated: 11 February 2021

1. Interpretation

1.1 Definitions. In these Conditions, the following definitions apply:

Brexit Trigger Event: means any of the following events occurring at any time after the UK ceases to be a
Member State of the European Union:

a) A substantial adverse impact on the Supplier’s ability to perform the Order or Services in accordance with
its terms and law;

b) An increase in the costs incurred by the Supplier in performing the agreement of at least 10% since the
price for the Order or Services was last agreed; or

c) The price of the Order or Services under the terms is at least 10% lower than the market value for similar
products or services.

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

Conditions: the terms and conditions set out in this document as amended from time to time in accordance
with clause 11.6.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods and/or
Services in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Force Majeure Event: has the meaning given in clause 10.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the
Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the
Service Specification

Service Specification: the description or specification of the Services provided in writing on the hire
agreement, after care service agreement or maintenance agreement by the Supplier to the Customer.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in
writing by the Customer and the Supplier.

Supplier: Riverside Waste Machinery Limited (registered in England and Wales with company number
07698531)

UK Data Protection Legislation: all applicable data protection and privacy legislation in form from time to
time un tge UK including the General Data Protection Regulation ((EU) 2016/679)); the Data Protection Act
2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive
2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) amended.

1.2 Construction.

In these Conditions, the following rules apply:

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

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or reenacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall beconstrued as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes faxes.

2. Basis of contract

2.1 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.

2.2 The 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 Order and any applicable Specification submitted by the Customer are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the
Order, at which point the Contract shall come into existence.

2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it
has not relied on any statement, promise or representation made or given by or on behalf of the Supplier
which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions
or illustrations contained in the Supplier’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.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be
valid for a period of 30 Days from its date of issue unless agreed in writing by the Company.

3. Goods

3.1 The Goods are described in the Specification.

3.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable
statutory or regulatory requirements.

4. Delivery

4.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the
parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods
are ready.

4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The
Supplier 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 the Supplier with adequate delivery instructions or any other instructions
that are relevant to the supply of the Goods.

4.4 (a) The Supplier shall not under any circumstances whatever be liable for:

(i) loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill and/or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contract; or

(vii) loss of use; or

(viii) loss of corruption of data or information; or

(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

(b) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise arising in connection with the performance or contemplated
performance of this agreement shall in all circumstances be limited to the price paid for the Services.

4.5 If the Customer fails to take delivery of the Goods within three Business Days of the Supplier notifying
the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force
Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after
the day on which the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs
and expenses (including insurance).

4.6 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready
for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of
part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer
for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the
Goods.

4.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately.
Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall
not entitle the Customer to cancel any other instalment.

5. Quality

5.1 The Supplier warrants that on delivery, and for a period set out in the specification (warranty period),
the Goods shall:

(a) conform in all material respects with the Specification;

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

(d) be fit for any purpose held out by the Supplier.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time

of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at
the Supplier’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective
Goods in full.

5.3 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in
any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to
the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade
practice regarding the same;

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

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

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

(f) the Goods differ from the Specification as a result of changes made to ensure they comply with
applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the
Goods’ failure to comply with the warranty set out in clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted
by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. SUPPLY OF SERVICES

6.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in
all material respects.

6.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services
specified in any agreement, but any such dates shall be estimates only and time shall not be of the essence
for the performance of the Services.

6.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any
applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality
of the Services, and the Supplier shall notify the Customer in any such event.

7. CUSTOMER’S OBLIGATIONS

7.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides in the Service Specification and the
Goods Specification are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

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

(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order
to supply the Services, and ensure that such information is complete and accurate in all material respects;

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

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the
Services before the date on which the Services are to start;

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

7.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any
act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer
Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to
suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the
Customer Default to relieve it from the performance of any of its obligations in each case to the extent the
Customer Default prevents or delays the Supplier’s performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising
directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this
Clause 7.2; and

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

8. Title and risk

8.1 The risk in the Goods shall pass to the Customer on completion of delivery.

8.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash
or cleared funds) for the Goods.

8.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;

(b) store the Goods separately from all other goods held by the Customer so that they remain readily
identifiable as the Supplier’s property;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price
from the date of delivery;

(e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and

(f) give the Supplier such information relating to the Goods as the Supplier may require from time to time,

(g) not resell the Goods.

but the Customer may use the Goods in the ordinary course of its business.

8.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events
listed in clause

9.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer
accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another
product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time
require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any
premises of the Customer or of any third party where the Goods are stored in order to recover them.

9. Price and payment

9.1 The price of the Goods and/or Services shall be the price set out in the Order or relevant hire or
maintenance agreement.

9.2 The Supplier may, by giving notice to the Customer at any time up to 30 Business Days before delivery,
increase the price of the Goods and/or Services to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and
duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the
Specification;

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier
adequate or accurate information or instructions.

9.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the
Goods, which shall be invoiced to the Customer.

9.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer
shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in
respect of VAT as are chargeable on the supply of the Goods.

9.5 New Customers or other Customers out of terms may be expected to pay in advance for their services.

9.6 The Customer shall pay the invoice in full and in cleared funds within 30 Days of the date of the invoice.
Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the
essence.

9.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for
payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 10% per
annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from
the due date until the date of actual payment of the overdue amount, whether before or after judgment. The
Customer shall pay the interest together with the overdue amount.

9.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding
except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim
against the Supplier in order to justify withholding payment of any such amount in whole or in part. The
Supplier 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 the Supplier to the Customer.

10. Customer’s insolvency or incapacity

10.1 If the Customer becomes subject to any of the events listed in clause 10.2, or the Supplier reasonably
believes that the Customer is about to become subject to any of them and notifies the Customer accordingly,
then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or
suspend all further deliveries under the Contract or under any other contract between the Customer and the
Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods
delivered to the Customer shall become immediately due.

10.2 For the purposes of clause 10.1, the relevant events are:

(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they
fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within
the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to
pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section
268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing
apply;

(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling
any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors
other than (where the Customer is a company) where these events take place for the sole purpose of a
scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent
reconstruction of the Customer;

(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or
in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent
amalgamation of the Customer with one or more other companies or the solvent reconstruction of the
Customer;

(d) (being an individual) the Customer is the subject of a bankruptcy petition or order;

(e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution,
sequestration or other such process is levied or enforced on or sued against, the whole or any part of its
assets and such attachment or process is not discharged within 14 days;

(f) (being a company) an application is made to court, or an order is made, for the appointment of an
administrator or if a notice of intention to appoint an administrator is given or if an administrator is
appointed over the Customer;

(g) (being a company) a floating charge holder over the Customer’s assets has become entitled to appoint or
has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over
the Customer’s assets;

(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is
subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(a)to clause
10.2(h) (inclusive);

(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially
the whole of its business;

(k) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the
Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or
physical), is incapable of managing his or her own affairs or becomes a patient under any mental health
legislation.

10.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies
that have accrued as at termination. Clauses which expressly or by implication survive termination of the
Contract shall continue in full force and effect.

11. DATA PROTECTION

11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause
11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data
Protection Legislation. In this Clause 11, Applicable Laws means (for so long as and to the extent that they
apply to the Supplier) the law of the European Union, the law of any member state of the European Union
and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other
law that applies in the UK.

11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the
controller and the Supplier is the processor.

11.3 Without prejudice to the generality of Clause 11.1, the Customer will ensure that it has all necessary
appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the
duration and purposes of the Contract.

11.4 Without prejudice to the generality of Clause 11.1, the Supplier shall, in relation to any personal data
processed in connection with the performance by the Supplier of its obligations under the Contract:

(a) process that personal data only on the documented written instructions of the Customer unless the Supplier
is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on
Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of
this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit
the Supplier from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by
the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental
loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the
unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be
protected, having regard to the state of technological development and the cost of implementing any measures
(those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring
confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of
and access to personal data can be restored in a timely manner after an incident, and regularly assessing and
evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal
data confidential; and

(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of
the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal
remedies;

(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate
level of protection to any personal data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect
to the processing of the personal data;

(e) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in
ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach
notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a personal data breach;

(g) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer
on termination of the Contract unless required by Applicable Law to store the personal data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this Clause
11 [and allow for audits by the Customer or the Customer’s designated auditor] and immediately inform the
Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
When you place an order with Riverside Waste Machinery, you consent to us sharing your details with our
shippers and suppliers. Your shared details may include your name, email, telephone number (including a
mobile) and address so that your order can be efficiently processed and delivered.

11.6 Either party may, at any time on not less than 30 days’ notice, revise this Clause 11 by replacing it with
any applicable controller to processor standard clauses or similar terms forming part of an applicable
certification scheme (which shall apply when replaced by attachment to the Contract).

12.1 Limitation of liability

12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or
subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(d) defective products under the Consumer Protection Act 1987; or

(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
12 Subject to clause 12.1:

(a) the Supplier 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

(b) the Supplier’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 the price of the Goods.

13.Force majeure

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.

14. General

14.1 Assignment and subcontracting.

(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or
any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any
of its rights or obligations under the Contract without the prior written consent of the Supplier.

14.2 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in
writing, addressed to that party at its registered office (if it is a company) or its principal place of business
(in any other case) or such other address as that party may have specified to the other party in writing in
accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded
delivery, commercial courier, fax.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when
left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or recorded delivery, at
9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the
time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after
transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any
legal action.

14.3 Severance.

(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is
invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to
be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if
some part of it were deleted, the provision shall apply with the minimum modification necessary to make it
legal, valid and enforceable.

14.4 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and
shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise
any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right
or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single
or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other
right or remedy.

14.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in
connection with it.

14.5 Variation. Except as set out in these Conditions, any variation to the Contract, including the
introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed
by the Supplier.

14.6 Brexit. If a Brexit Trigger Event occurs the Supplier may:

14.6.1 require the other party to negotiate in good faith an amendment to this agreement to alleviate the
Brexit Trigger Event; and

14.6.2 if no such amendment is made to this agreement within 30 days, terminate this agreement by giving
the other party not less than 30 days and not more than 60 days written notice. On termination under this
clause 14.6, the termination provisions of these conditions shall apply.

14.6 Governing law and jurisdiction. The Contract, 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, English law, and the parties irrevocably submit to the
exclusive jurisdiction of the courts of England and Wales.