Terms And Conditions Of Sale Of Goods

Last modified: 18.09.2025

1. Interpretation

1.1. Definitions:

Account Application Form: The account application form setting out the details of the Customer.

Authorised Representative: A person whose job title is Director or Managing Director, or a person who holds the office of a director.

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

Conditions: These terms and conditions, as amended from time to time.

Confidential Information: All confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Goods (together, its “Representatives”) to the other party and that party’s Representatives in connection with these Conditions, where the information is either labelled as confidential or should reasonably be considered confidential because of its nature and the manner of its disclosure.

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

Customer: The customer identified in the Account Application Form or Order (as applicable).

Force Majeure Event: Any cause preventing either party from performing any or all of its obligations arising from acts, events, omissions or accidents beyond the reasonable control of the affected party, including, without limitation, acts of God, war, riot, computer viruses and malware, epidemics, pandemics, civil commotion, compliance with any law or governmental order, rule, regulation or direction, flood or storm. A strike or lockout involving the affected party’s own staff shall not constitute a Force Majeure Event.

Goods: The goods (or any part of them) set out in the Order or otherwise agreed between the parties.

Order: The Customer’s order for the Goods as set out under separate cover in the applicable statement of work or purchase order (as applicable), incorporating these Conditions.

Supplier: Viadex Limited, incorporated and registered in England and Wales with company number 04066603, whose registered office is at Unit 20 Red Lion Road Business Park, Red Lion Road, Surbiton, Surrey, KT6 7QD.

1.2. Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its successors and permitted assigns.
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. It also includes all subordinate legislation made under that legislation or legislative provision.
Any words following the terms including, include, in particular, for example, or any similar expression shall be interpreted as illustrative and shall not limit the meaning of the words preceding those terms.
A reference to writing or written excludes fax but includes email.

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 law, trade custom, practice or course of dealing, unless accepted in writing by the Supplier. It is the Customer’s responsibility to be aware of the Conditions as amended from time to time.

2.2. In addition to any acceptance of these Conditions by signing the Supplier’s Account Application Form, the Customer’s acceptance of these Conditions shall also be made upon the earlier of:

The Customer providing a purchase order to the Supplier and the Supplier accepting the purchase order; or
The Customer accepting Goods from the Supplier.

2.3. Notwithstanding any acceptance by the Supplier of the Customer’s Order, if there has been a material or obvious pricing error by the Supplier, the Supplier shall be entitled, within thirty (30) days of accepting the Order, to either invoice the Customer the true and correct list price (not exceeding the prevailing wholesale market price) of the Goods at the date of the Order or, if the Customer prefers, cancel the Order by giving notice to the Customer.

2.4. No employee or agent of the Supplier, other than an Authorised Representative, has any authority to make any representation concerning the Goods. An Authorised Representative has no authority to make such a representation other than in writing (an “authorised representation“). Accordingly, the Customer agrees that, in entering into any contract with the Supplier, it does not rely on any unauthorised representation and shall have no remedy in respect of any unauthorised representation (unless made fraudulently).

2.5. A quotation for the Goods given by the Supplier does not constitute an offer. A quotation is valid only for a period of fourteen (14) days from its date of issue.

2.6. No variation to these Conditions shall be binding unless agreed in writing and signed by an Authorised Representative of the Supplier.

2.7. Where the Supplier provides services to the Customer in addition to the supply of Goods, those services may be subject to additional terms and conditions.

3. The Goods

3.1. The Customer shall be responsible for ensuring the accuracy of any Order and shall be solely responsible for its selection of Goods and the fitness of the Goods for any particular purpose. The Supplier disclaims any liability for errors in the Customer’s Order.

3.2. Any samples, drawings, descriptive matter or advertising produced by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues, brochures or website, are produced solely for the purpose of giving an approximate idea of the Goods described. They do not form part of these Conditions or have any contractual force.

3.3. To the extent that the Goods are manufactured in accordance with the Customer’s specification, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation, and all interest, penalties, legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of that specification. This clause 3.3 shall survive termination of the Contract or Order.

3.4. The Supplier reserves the right to amend any specifications or these Conditions where required by any applicable statutory or regulatory requirements.

3.5. Where the Goods are manufactured or supplied by a third-party supplier, they shall be supplied subject to the relevant manufacturer’s and/or third-party supplier’s applicable terms and conditions of sale and returns policy.

4. Price and Payment

4.1. Prices for Goods that are in the Supplier’s stock and ready to be shipped shall be established at the time the Order is accepted by the Supplier.

4.2. If the Customer places an order for Goods that are not in stock at the time of the Order (a “Backorder“) or places an order for scheduled delivery, those orders shall be irrevocable. The price for such Goods shall be the price established at the time the Backorder or scheduled delivery is accepted by the Supplier.

4.3. Notwithstanding the foregoing, the Supplier reserves the right to increase its prices after accepting a Backorder or scheduled delivery where its third-party supplier increases its prices or where the Supplier incurs increased direct costs (including, without limitation, costs arising from currency fluctuations). Any increase shall be limited to the amount necessary to reflect those increased costs.

4.4. Orders for direct shipment to the Customer’s customer may require acceptance of additional terms, including prepayment of the Order, and may be subject to additional fees. The Customer is responsible for the accuracy of all information provided about its customers, including but not limited to customer names and shipping addresses.

4.5. The Supplier shall not be liable for any loss or damage arising from inaccurate or incorrect information where it has relied upon information or shipping instructions supplied by the Customer. If the Customer requests a change to the shipping customer name or address after the Supplier has accepted the Order, the change must be made in writing by an Authorised Representative of the Customer. The Supplier will not act upon verbal instructions. The Supplier has no obligation to monitor or verify whether the Customer or its Orders are subject to fraudulent or other criminal activity by the Customer, its customers or any third party.

4.6. Unless otherwise stated, prices exclude:

Copyright levies, waste and environmental fees, and similar statutory charges payable upon resale.
Unless otherwise specified in the Order, the costs of packaging, insurance and transportation of the Goods.
VAT or any other applicable sales tax, which shall be added to invoices at the prevailing rate.

4.7. The Customer shall pay each undisputed invoice for the Goods in full and in cleared funds, without deduction or set-off, within thirty (30) days of the invoice date unless otherwise agreed in writing by the Supplier. Time for payment is of the essence.

4.8. All payments shall be made in United Kingdom Pound Sterling unless otherwise agreed or specified in the Order, and shall be paid into the Supplier’s nominated bank account as notified in writing.

4.9. Where the Customer is required by law or regulation to make any deduction, including withholding tax, from any payment due under the Contract, the amount payable shall be increased so that the Supplier receives the full amount that would have been payable had no deduction been required.

4.10. If the Customer fails to make payment by the due date, then, without limiting the Supplier’s remedies under Clause 11, the Customer shall pay interest on the overdue amount from the due date until payment is made, whether before or after judgment. Interest shall accrue daily at four percent (4%) per annum above the Bank of England base rate from time to time and shall be payable together with the overdue amount.

4.11. All amounts payable under these Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding, except where a deduction or withholding of tax is required by law.

4.12. Where the Supplier has agreed to supply Goods on credit, the Customer shall pay for the Goods within the stated payment period from the date of the Supplier’s invoice, notwithstanding that ownership of the Goods has not yet passed to the Customer. The Supplier may, at its absolute discretion, amend payment terms (other than for concluded Orders), withdraw or alter any credit limit at any time upon notice. If the Customer exceeds its credit limit or no longer qualifies for credit terms, the Supplier may delay further shipments or require prepayment until the Customer again qualifies for credit.

4.13. The Customer shall provide the Supplier’s Credit Department with copies of any financial information reasonably required to assess or maintain a credit facility. The Customer shall promptly notify the Supplier of any change in ownership or control of the Customer or its direct or indirect parent company (excluding changes in publicly traded share ownership that do not result in a change of control), any management buy-out, or the sale or transfer of all or a substantial part of the Customer’s assets to any non-affiliated company or group member.

4.14. If the Customer intends to sell, assign, factor or otherwise transfer any book debt, or enter into any invoice discounting arrangement, the Customer shall notify the Supplier in writing before entering into such arrangements.

4.15. Where the Supplier issues a credit note and the Customer does not use it within twelve (12) months from its date of issue, the Supplier may cancel the credit note and the Customer shall not be entitled to a replacement or any payment in respect of it.

4.16. Any credit balance shown on the Customer’s statement of account that remains unused for a period of twelve (12) months shall be forfeited, and the Customer shall have no further entitlement to that balance.

5. Delivery

5.1. The Supplier shall use reasonable endeavours to deliver the Goods to the agreed delivery location (“Delivery Location“) on the agreed delivery date.

5.2. Where the Supplier has agreed to ship Goods directly to the Customer’s customer, such shipment or performance shall be deemed to be delivery to the Customer. Any refusal by the Customer’s customer to accept delivery or performance shall be deemed to be a refusal by the Customer. The Customer is responsible for reporting any delivery discrepancies to the Supplier.

The Customer shall bear all costs associated with the unjustified refusal of Goods. Where Goods are refused because the Order was incorrectly placed (for example, incorrect Goods or pricing) and the Supplier accepts the refusal, the Supplier reserves the right to charge additional fees for return transportation and related administrative expenses. Original carriage costs will not be reimbursed.

5.3. Any delivery dates provided by the Supplier are approximate only, and time of delivery shall not be of the essence.

5.4. If the Customer fails to accept delivery of the Goods within three (3) Business Days after the Supplier notifies the Customer that the Goods are ready for collection or delivery, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under these Conditions:

Delivery shall be deemed to have taken place at 9:00 a.m. on the third (3rd) Business Day after the Supplier notified the Customer that the Goods were ready or attempted delivery.
Subject to Clause 5.5, the Supplier may store the Goods until actual delivery takes place and charge the Customer for all associated costs and expenses, including storage and insurance.

5.5. If the Customer has not accepted delivery within ten (10) Business Days after the Supplier notified the Customer that the Goods were ready for delivery, the Supplier may resell or otherwise dispose of some or all of the Goods. After deducting reasonable storage and selling costs, the Supplier shall either account to the Customer for any surplus above the original price or charge the Customer for any shortfall.

5.6. If the Supplier fails to deliver the Goods by the agreed delivery date after being given a reasonable opportunity to remedy the delay, and except where the delay is caused by a third party for whom the Supplier is not responsible, the Supplier’s liability shall be limited to the costs reasonably incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest available market, less the price of the Goods.

The Supplier shall have no liability where the failure to deliver arises from:

A delay by the manufacturer, third-party supplier or any other third party.
A Force Majeure Event.
The Customer’s failure to provide adequate delivery instructions or any other information necessary for the supply of the Goods.

5.7. The Supplier may deliver the Goods in instalments. Each instalment shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect affecting another instalment.

5.8. The Customer is responsible, at its own expense, for obtaining all import licences and other consents required in relation to the Goods. Where requested by the Supplier, the Customer shall provide those licences and consents before the relevant shipment.

6. Warranties

6.1. Subject to Clause 4 of these Conditions, the Supplier warrants that, for the period offered by the manufacturer (if any) (the “Warranty Period“), the Goods shall:

Be free from material defects in design, materials and workmanship; and
Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

6.2. Subject to Clause 3 of these Conditions, if:

The Customer gives written notice to the Supplier during the Warranty Period, within five (5) Business Days of discovering that some or all of the Goods do not comply with the warranties set out in Clause 6.1;
The Supplier is given a reasonable opportunity to examine the Goods; and
The Customer (if requested by the Supplier) returns the 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 purchase price of those Goods in full.

6.3. The Supplier shall not be liable for the Goods’ failure to comply with the warranties set out in Clause 6.1 if:

The Customer continues to use the Goods after giving notice of the defect in accordance with Clause 6.2.
The defect arises because the Customer failed to follow the Supplier’s oral or written instructions regarding storage, commissioning, installation, use or maintenance of the Goods or, where no instructions exist, failed to follow good trade practice.
The defect results from the Supplier following a drawing, design or specification supplied by the Customer.
The Customer alters or repairs the Goods without the Supplier’s prior written consent.
The defect results from fair wear and tear, wilful damage, negligence or abnormal storage or operating conditions.
The Goods differ from those ordered because of changes required to comply with applicable statutory or regulatory requirements.

6.4. Where the Goods comprise or contain products or components not manufactured by the Supplier, the Customer shall only be entitled to the benefit of any warranty or other rights received by the Supplier from the relevant manufacturer or third-party supplier, to the extent the Supplier is permitted to pass those rights on.

6.5. The Supplier’s sole liability where the Goods fail to comply with the warranties set out in Clause 6.1 shall be as expressly provided in this Clause 6.

6.6. To the fullest extent permitted by law, the terms implied by Sections 13 to 15 of the Sale of Goods Act 1979, or by any other statute or common law, are excluded from these Conditions.

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

7. Title and risk

7.1. Risk in the Goods shall pass to the Customer upon completion of unloading the Goods at the Delivery Location.

7.2. Title to the Goods shall pass to the Customer only when the Supplier has received payment in full (in cash or cleared funds) for the Goods.

7.3. Until title to the Goods has passed to the Customer, the Customer shall:

Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property.
Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.
Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
Notify the Supplier immediately if it becomes subject to any of the events listed in Clauses 11.1(b) to 11.1(d).
Provide the Supplier with such information relating to the Goods as the Supplier may reasonably require from time to time.

7.4. At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold or irrevocably incorporated into another product. If the Customer fails to do so promptly, the Customer irrevocably grants the Supplier, its officers, employees and agents, the right to enter any premises of the Customer or any third party (including with vehicles) where the Goods are stored for the purpose of recovering them.

9. Limitation of liability

9.1. The restrictions on liability in this Clause 9 apply to every liability arising under or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2. Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:

Death or personal injury caused by negligence.
Fraud or fraudulent misrepresentation.
Breach of the terms implied by Section 12 of the Sale of Goods Act 1979.
Defective Goods under the Consumer Protection Act 1987.

9.3. Subject to Clause 9.2, the Supplier’s total liability to the Customer shall not exceed one hundred and twenty-five percent (125%) of the price paid for the Goods.

9.4. Subject to Clause 9.2, the following types of loss are expressly excluded:

Loss of profits.
Loss of sales or business.
Loss of agreements or contracts.
Loss of anticipated savings.
Loss of use or corruption of software, data or information.
Loss of or damage to goodwill.
Indirect or consequential loss.

9.5. This Clause 9 shall survive termination of the Contract.

10. Confidentiality

8.1. All returns of Goods may only be made and will only be accepted by the Supplier if they comply with this Clause 8.

8.2. Goods may only be returned in accordance with the Supplier’s or the relevant third-party supplier’s terms and conditions or returns policy.

8.3. Prior authorisation for the return of any Goods must be obtained from the Supplier or the relevant third-party supplier using the method specified by the Supplier. Return authorisation is granted solely at the discretion of the Supplier or third-party supplier. Return authorisations are valid for ten (10) days only and cannot be extended or reissued.

8.4. Goods authorised for return must be returned by the Customer in accordance with the applicable return instructions provided by the Supplier or third-party supplier. For non-faulty Goods, the Goods must be:

In their original packaging.
In a saleable condition.
Unopened.
With all seals intact.

All returned Goods must be complete, securely packaged, include the relevant returns reference and documentation, and contain all cables, accessories and any documentation originally supplied by the Supplier or third-party supplier (as applicable).

8.5. Any discrepancies in the Goods, including shortages, mislabelled Goods or over-shipments, must be reported to the Supplier within three (3) Business Days of delivery.

8.6. The Supplier or the relevant third-party supplier reserves the right to reject any returned Goods that do not comply with the requirements set out in this Clause 8.

8.7. Where the Supplier has agreed to repair or replace the Goods (or any part of them), the Customer irrevocably authorises the Supplier to carry out those repairs or provide such replacements as are necessary to restore the Goods to proper working order.

8.8. The Supplier accepts no liability for any loss of, or damage to, Goods while they are being returned to the Supplier under this Clause 8.

8.9. Notwithstanding the above, the Supplier shall not be responsible for any failure by a third-party supplier to comply with a return request or for any breach of that third-party supplier’s own return terms or policies. The Customer acknowledges and agrees that, where Goods are not eligible for return or the outcome of a return is unsatisfactory, the Customer shall have no remedy against the Supplier.

11. Termination

11.1. Without limiting its other rights or remedies, the Supplier may terminate an Order and/or the Contract with immediate effect by giving written notice to the Customer if:

The Customer commits a material breach of any term of these Conditions.
The Customer takes any step or action in connection with entering administration, provisional liquidation, any composition or arrangement with its creditors (other than for a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by court order, except for a solvent restructuring), having a receiver appointed over any of its assets, ceasing to carry on business, or any analogous procedure in another jurisdiction.
The Customer suspends, threatens to suspend, ceases or threatens to cease carrying on all or a substantial part of its business.
The Customer’s financial position deteriorates to the extent that the Supplier reasonably believes the Customer’s ability to perform its obligations under these Conditions is in jeopardy.
The Customer fails to pay any amount due under these Conditions and/or an Order by the applicable due date.

11.2. Without limiting its other rights or remedies, the Supplier may suspend the supply of Goods under the Contract if the Customer becomes subject to any of the events listed in Clauses 11.1(b) to 11.1(d), if the Supplier reasonably believes that the Customer is about to become subject to any of those events, or if the Customer fails to pay any amount due under these Conditions by the due date.

11.3. The Supplier may terminate these Conditions and/or any relevant Order and shall have no obligation to accept or fulfil an Order where the Goods are in short supply from the Supplier’s suppliers or where supplier price increases would result in the Supplier selling the Goods at a loss or at lower than normal sales margins.

11.4. Once an Order has been accepted by the Supplier, the Customer may not cancel that Order except with the Supplier’s prior written agreement and on terms that the Customer shall fully indemnify the Supplier against all reasonable losses, costs (including labour and materials), damages, charges and expenses incurred as a result of the cancellation.

11.5. Upon termination of the Contract for any reason, the Customer shall immediately pay all outstanding unpaid invoices and accrued interest. Where Goods have been supplied but no invoice has yet been issued, the Supplier shall issue an invoice, which shall become immediately payable upon receipt.

11.6. Termination of an Order and/or the Contract, however arising, shall not affect any rights or remedies accrued by either party before termination or expiry, including the right to claim damages for any breach of the Contract occurring before the date of termination or expiry.

11.7. Any provision of the Contract which is expressly or by implication intended to come into force or continue in force after termination of the Contract shall remain in full force and effect.

12. Force Majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate the Contract by giving fourteen (14)days’ written notice to the affected party.

13. Governance and Ethics-Modern Slavery and Human Trafficking Statement

13.1. The Supplier and its subsidiaries are committed to social and environmental responsibility and have zero tolerance for slavery and human trafficking. The Supplier conducts business only with reputable trade and non-trade suppliers and will not engage with any company that it knows to participate in practices prohibited by the Modern Slavery Act 2015.

13.2. The Supplier fully complies with the provisions of the Modern Slavery Act 2015 in relation to its own operations.

13.3. The Supplier has implemented a range of measures to verify the absence of forced labour, slavery and human trafficking within its supply chain, including:

Supplier onboarding, verification and risk assessment.
Audits.
Supplier certification.
Internal accountability measures.
Training.
Reporting and continuous improvement.

14. Waiver

No failure or delay by a party to exercise any right or remedy provided under these Conditions 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.

15. Severance

15.1. If any court or competent authority determines that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part of the provision shall, to the extent necessary, be deemed deleted. The validity and enforceability of the remaining provisions of these Conditions shall not be affected.

15.2. If any invalid, unenforceable or illegal provision of these Conditions would become valid, enforceable and lawful by deleting part of it, the parties shall negotiate in good faith to amend that provision so that, as amended, it is legal, valid and enforceable and, to the greatest extent possible, gives effect to the parties’ original commercial intention.

16. Entire Agreement

17. Assignment

The Customer shall not without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed) assign or, transfer or charge or deal in any other manner with either the benefit or the burden of these Conditions or any of its rights or obligations under it, or purport to do any of the same, nor sub-contract any or all of its obligations under these Conditions.

18. No partnership or Agency

Nothing in these Conditions are intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

19. Notices

19.1. Any notice or other communication required to be given under or in connection with these Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or another next working day delivery service to the recipient’s registered office (if a company) or, in any other case, its principal place of business.

19.2. Any notice or communication shall be deemed to have been received if delivered by hand, upon signature of a delivery receipt, or otherwise at 9:00 a.m. on the second Business Day after posting, or at the time recorded by the delivery service.

19.3. This Clause 19 does not apply to the service of legal proceedings or any other documents relating to legal action or, where applicable, arbitration or any other method of dispute resolution.

20. Third-Party Rights

These Conditions are 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 anyone else.

21. Miscellaneous

21.1. The Customer shall not, for any purpose whatsoever, use the Supplier’s logos or trademarks without the prior written approval of an Authorised Representative of the Supplier.

21.2. The Customer agrees to comply with its obligations under the Waste Electrical and Electronic Equipment (WEEE) Regulations 2013 (as amended). The Customer shall have no right to return any non-household WEEE to the Supplier or its compliance scheme and shall indemnify the Supplier against any costs incurred if such WEEE is returned. Where the Customer’s registered address or delivery address is located outside the United Kingdom, the Customer shall assume full responsibility for complying with the applicable WEEE legislation in that country, including any obligations to report imports and pay applicable WEEE fees.

21.3. The Customer shall not engage in deceptive, misleading, illegal or unethical practices that may be detrimental to the Supplier or the manufacturers of the Goods. The Customer shall not make any representations or warranties to its customers concerning the Goods beyond the warranties provided by the manufacturers without the Supplier’s prior express written authorisation. The Customer shall also not represent or warrant that the Goods are designed or licensed for use in situations where failure of the Goods is likely to result in significant risks to health or safety, where fail-proof delivery of time-critical information is required, or in hazardous environments requiring fail-safe controls, including, without limitation, nuclear facilities, aircraft navigation or communication systems, air traffic control, life-support systems or weapons systems. The Customer shall provide its customers with all relevant information relating to the Goods, including any applicable restrictions and any terms and conditions governing the licensing of software included with the Goods.

22. Governing Law and Jurisdiction

22.1. These Conditions, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England.

22.2. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or their subject matter or formation, including any non-contractual disputes or claims.

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