Terms & Conditions of Purchase

1. BASIS OF CONTRACT

1.1 Our order (whether submitted as a purchase order, portal order or otherwise) (Order), constitutes an offer by us to purchase Goods or Services or Goods and Services as set out in the Order from you in accordance with these terms and conditions (Conditions).

1.2 Our Order shall be deemed to be accepted by you on the earlier of:

a. Our Order shall be deemed to be accepted by you on the earlier of:

i.you issuing acceptance of the Order; or

ii.you doing any act consistent with fulfilling the Order,

at which point and on which date a contract between you and us (being Ranger Computer Systems or any of its holding companies or subsidiaries from time to time (BPX Group) as set out in the Order) in accordance with these Conditions and the Order (Contract) shall come into existence.

1.2 For the avoidance of doubt, there shall be no Contract between you and us unless you have received our Order and you shall not rely on any telephone order or other informal requisition. Our administrative processes require that no payment is made for any order unless a valid Order number is quoted on the invoice.

1.3 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate or any quote provided by you or any other terms, or which are implied by trade, custom, practice or course of dealing.

1.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

1.5 Where any terms set out in our Order conflict with these terms and conditions the terms of the Order shall prevail.

1.6 You hereby waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any of your documents that is inconsistent with these Conditions.


2. SUPPLY OF GOODS

2.1 You shall ensure that the Goods shall:

a. correspond with their description;

b. correspond with any specification applicable to the Goods (including, without limitation any specification attached to, or referred to in, the Order, any specification issued by the manufacture of the Goods and any other published specification) (Goods Specification);

c. be produced in accordance with best industry standards;

d. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by you or made known to you by us expressly or by implication, and in this respect, we rely on your skill and judgement;

e. be free from defects and remain so for:

i.24 months after our acceptance of your delivery; or

ii.12 months from such time the Goods are used or otherwise put into service by our customer,

whichever is the later,

f. comply with all applicable statutory and regulatory requirements related to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and

g. comply with any relevant quality requirements notified to you on a Order whether such quality requirements are specified by us, our customers or any regulatory authority.

2.2 You shall ensure that at all times you have and maintain all the licences, permissions, authorisations, consents and permits that you need to carry out your obligations under the Contract in respect of the Goods.

2.3 We shall not be deemed to have accepted any Goods delivered to us until we have had a reasonable opportunity to inspect and, where relevant, test them in full working conditions.

2.4 We shall have the right to enter your premises to inspect and test the Goods at any time before delivery.

2.5 If following such inspection or testing we consider in our sole discretion that the Goods do not conform or are unlikely to comply with your warranties and undertakings at clause 2.1, we shall inform you and you shall immediately take such remedial action as is necessary to ensure compliance including the repair or the replacement of the Goods at your cost or the provision of a full refund to us. Our rights under this clause are in addition to any other of our rights under the Contract or at law.

2.6 Notwithstanding any such inspection or testing, you shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect your obligations under the Contract, and we shall have the right to conduct further inspections and tests after you have carried out your remedial actions.


3. DELIVERY OF GOODS

3.1 You shall ensure that:

a. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition or where applicable in accordance with the Goods Specification;

b. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

c. if you require us to return any packaging material to you, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to you at your cost.

3.2 You shall deliver the Goods:

a. on the date specified in the Order or such other date as agreed between you and us in writing, or, if none is specified or agreed, within 10 Business Days of the date of the Order (Delivery Date);

b. at the address for delivery of Goods as set out in the Order (Delivery Location) which for the avoidance of doubt may be the address of our customer; and

c. during our normal business hours (or the normal hours of our customer where the Delivery Location is our customer’s address), or as otherwise instructed by us.

3.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location and time of delivery shall be of the essence.

3.4 If you:

a. deliver less than the quantity of Goods ordered, we may reject the Goods; or

b. deliver more than the quantity of Goods ordered, we shall at our sole discretion reject the Goods or the excess Goods,

and any rejected Goods shall be returnable at your risk and expense. If you deliver more or less than the quantity of Goods ordered, and we accept the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

3.5 You shall not deliver the Goods in instalments without our prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by you to deliver any one instalment on time or at all, or any defect in an instalment shall entitle us to the remedies set out in clause 5.1.

3.6 You warrant that you have full clear and unencumbered title to all Goods delivered to us, and that at the date of delivery of such items to us, you will have full and unrestricted rights to sell and transfer all such items to us.

3.7 Title to the Goods shall pass to us on delivery or on our payment of the price of the Goods (whichever is sooner).

3.8 Risk in the Goods shall pass to us on completion of delivery.


4. SUPPLY OF SERVICES

4.1 You shall from the date set out in our Order and for the duration of the Contract supply the Services to us in accordance with the terms of the Contract.

4.2 You shall meet any performance dates for the Services specified in the Order or as we notify to you and time is of the essence in relation to any of those performance dates. The Services shall be provided during our normal business hours unless otherwise stated in our Order.

4.3 In providing the Services, you shall:

a. co-operate with us and any of our customers who are the ultimate recipient of the Services (End-Customer) in all matters relating to the Services, and comply with:

i. all our instructions;

ii. any reasonable instructions given by our End-Customer in relation to the provision of the Services pursuant to the Contract and Service Specification (excluding for the avoidance of doubt any instructions given by our End- Customer which effect, change or otherwise alter the Services Specification and/or the scope of the Services agreed to be provided under the Contract unless we have approved such instructions in writing);

iii. any specification relating to the Services including, without limitation any specification attached to the Order or otherwise provided to you (Services Specification);

b. perform the Services with the best care, skill and diligence in accordance with best practice in your industry, profession or trade;

c. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that your obligations are fulfilled in accordance with the Contract;

d. ensure that the Services will conform with all descriptions, standards and specifications set out in the Services Specification or any part of a Goods Specification which may be applicable;

e. ensure that any documents, products and materials developed by you or your agents, contractors and employees as part of or in relation to the Services (Deliverables) will conform with all descriptions, standards and specifications set out in the Services Specification or any part of a Goods Specification which may be applicable and be fit for any purpose that we expressly or impliedly make known to you;

f. provide all equipment, tools and vehicles and such other items as are required to provide the Services;

g. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to us, will be free from defects in workmanship, installation and design;

h. obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

i. observe all health and safety rules and regulations and any other security requirements that apply at any of our premises and any premises of an End- Customer;

j. hold all materials, equipment and tools, drawings, specifications and data supplied by us or an End-Customer to you (Customer Materials) in safe custody at your own risk, maintain the Customer Materials in good condition until returned to us or the End-Customer (as the case may be), and not dispose of or use the Customer Materials other than in accordance with our or our End-Customer’s written instructions or authorisation;

k. ensure that any premises where the Services are provided are left in a clean and tidy state with all packaging and any other waste disposed of appropriately;

l. not do or omit to do anything which may cause us to lose any licence, authority, consent or permission upon which we rely for the purpose of conducting our business, and you acknowledge that we may rely or act on the Services; and

m. comply with any additional obligations as set out in the Services Specification or any part of a Goods Specification which may be applicable.

4.4 Where you provide the Services to an End-Customer, you agree and acknowledge that such End-Customer does not have the authority to bind us including (without limitation) in relation to any change in the nature or scope of the Services or Services Specification. We shall not be liable for any costs or expenses arising in connection with any change to the Services, change to the Service Specification or additional services you agree with an End-Customer unless we have expressly agreed such changes in writing.


5. OUR REMEDIES

5.1 If you fail to deliver the Goods and/or perform the Services by the applicable date, we shall, without limiting our other rights or remedies, have one or more of the following rights:

a. to terminate the Contract with immediate effect and without incurring any liability to you whatsoever by giving written notice to you;

b. to refuse to accept any subsequent delivery of the Goods and/or performance of the Services which you attempt to make;

c. to recover from you any costs we have incurred or will incur in obtaining substitute goods and/or services from a third party;

d. where we have paid in advance for Goods which have not been delivered by you and/or Services that have not been provided by you, to have such sums refunded in full by you; and

e. to claim damages on an indemnity basis for any additional costs, loss or expenses incurred by us which are in any way attributable to your failure to meet such dates including but not limited to: –

i. direct losses, indirect losses, consequential losses, loss of profit, loss of opportunity and loss of anticipated savings; and

ii. costs, losses and expenses that we incur under any agreement with our customers to which the Goods and/or Services relate.

5.2 If you have delivered Goods that do not comply with the warranties and undertakings set out in clause 2.1 then, without limiting or affecting our other rights or remedies which may be available to us, we shall have one or more of the following rights, whether or not we have accepted the Goods:

a. to reject the Goods (in whole or in part) whether or not title has passed and to return them to you at your own risk and expense;

b. to terminate the Contract with immediate effect by giving written notice to you;

c. to require you to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

d. to refuse to accept any subsequent delivery of the Goods which you attempt to make;

e. to recover from you any expenditure incurred by us in obtaining substitute goods from a third party; and

f. to claim damages on an indemnity basis for any additional costs, loss or expenses incurred by us arising from your failure to supply Goods in accordance with clause 2.1 including but not limited to: –

i. direct losses, indirect losses, consequential losses, loss of profit, loss of opportunity and loss of anticipated savings; and

ii. costs, losses and expenses that we incur under any agreement with our customers to which the Goods relates.

5.3 If, in respect of Services, you and/or the Services do not comply with the requirements of clause 4 then, without limiting or affecting our other rights or remedies which may be available to us, we shall have one or more of the following rights and remedies:

a. to terminate the Contract with immediate effect by giving written notice to you;

b. to return the Deliverables to you at your risk and expense;

c. to require you to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);

d. to refuse to accept any subsequent performance of the Services which you attempt to make;

e. to recover from you any expenditure incurred by us in obtaining substitute services or deliverables from a third party; and

f. to claim damages on an indemnity basis for any additional costs, loss or expenses incurred by us arising from your failure to comply with and/or supply Services in accordance with clause 4 including but not limited to: –

i. direct losses, indirect losses, consequential losses, loss of profit, loss of opportunity and loss of anticipated savings); and

ii. costs, losses and expenses that we incur under any agreement with our customers to which the Services relate.

5.4 These Conditions shall extend to any substituted or remedial services or repaired or replacement Goods supplied by you.

5.5 Our rights under this Contract are in addition to our rights and remedies implied by statute and common law.


6. CUSTOMER’S OBLIGATIONS

6.1 We shall:

a. where the Services are to be provided at our premises, provide you with reasonable access at reasonable times to such premises for the purpose of providing the Services;

b. where the Services are to be provided at the premises of our End-Customer, use our reasonable commercial endeavours to procure that you have reasonable access at reasonable times to such premises for the purpose of providing the Services; and

c. provide such necessary information for the provision of the Services as you may reasonably request.


7. CHARGES AND PAYMENT

7.1 The price of the Goods:

a. shall be the price set out in the Order, or, if no price is quoted, the price set out in your published price list in force as at the date the Contract came into existence applying any discount agreed between you and us from time to time;

b. shall be inclusive of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by us.

7.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration payable to you in respect of the performance of the Services. Unless otherwise agreed in writing by us, the charges shall include every cost and expense you incur directly or indirectly in connection with the performance of the Services.

7.3 In respect of Goods, you shall invoice us on or at any time after the completion of delivery. In respect of Services, you shall invoice us on completion of the Services unless otherwise stated in our Order or agreed with you from time to time. You shall ensure that each invoice includes the date of the Order, the invoice number, your VAT registration number and any supporting documents and/or information that we may reasonably require.

7.4 In consideration of the supply of Goods and/or Services by you, we shall pay invoices provided by you in accordance with the Contract within 60 days from the end of the month of the date of the invoice. Payment shall be made to the bank account nominated in writing by you. Time for payment shall not be the essence of the Contract.

7.5 Unless otherwise stated in our Order, all amounts payable by us under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by you to us, we shall, on receipt of a valid VAT invoice from you, pay to you such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.

7.6 If we fail to pay any amount properly due and payable by us under the Contract, you shall have the right to notify us that payment must be made within 30 days. If we do not pay within such period, you shall have the right to charge interest on the overdue amount at the rate of 2% per annum above the base rate for the time being of the Bank of England accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment, and this shall be your sole remedy for any failure by us to pay any amount due under the Contract. This clause shall not apply to payments that we dispute in good faith.

7.7 You shall maintain complete and accurate records of the time spent and materials you use in providing the Services, and shall allow us to inspect such records at all reasonable times on request.

7.8 You shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.


8. INTELLECTUAL PROPERTY RIGHTS

8.1 The following definitions apply in this clause 8: –

Assigned Intellectual Property: all Intellectual Property Rights specifically and exclusively created for us as part of the Services or which are otherwise created, developed or produced in connection with the provision of the Services under the Contract.

Background Intellectual Property: all Intellectual Property Rights used in connection with the provision of any Services other than any Assigned Intellectual Property and any Intellectual Property Rights subsisting in any Customer Materials.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

8.2 It is acknowledged and agreed that we shall own all Assigned Intellectual Property (including, without limitation, that subsisting in any Deliverables).

8.3 You hereby irrevocably, unconditionally and absolutely assign to us, with full title guarantee, and without restriction, all right, title and interest in the Assigned Intellectual Property. You shall obtain waivers of all moral rights in the Assigned Intellectual Property to which any individual is now or may be at any future time entitled to under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

8.4 You shall, promptly at our request, do (or procure to be done) all such further acts and things (including, without limitation, the execution of any documents) as we may from time to time require for the purpose of securing for us all right, title and interest in and to the Assigned Intellectual Property assigned to us in accordance with clause 8.3.

8.5 You shall procure from any agent, subcontractor or other third party you engage to provide the Services (or any part of the Services) all necessary rights, consents and approvals to the extent required to fulfil your obligations under clause 8.3 and/or clause 8.4.

8.6 All Background Intellectual Property shall be owned by you, your licensors and your subcontractors.

8.7 You grant to us or our End-Customer (if applicable) or shall procure the direct grant to us or our End-Customer (if applicable) of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy, sublicence and modify any Background Intellectual Property (including, without limitation, in any Deliverables) for the purpose of receiving and using the Services and the Deliverables. We shall only be entitled to sublicence any rights licenced to us under this clause 8.7 to our End-Customers and any members of the BPX Group.

8.8 You acknowledge that all rights in the Customer Materials are and shall remain the exclusive property of us or our relevant End-Customer (as applicable).


9. RELIANCE ON INFORMATION AND ADVICE

You warrant and undertake that any information or advice provided or made available by you to us in relation to the Goods and/or Services (including, without limitation, advice or information relating to the suitability of Goods and/or Services for a particular purpose or function) is complete, accurate and not misleading. Where you provide such information to us about the Goods and/or Services you acknowledge that we have entered into the Contract in reliance on this information and advice.


10. LIABILITY

10.1 You shall keep us indemnified in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us as a result of or in connection with:

a. any claim made against us by a third party (including without limitation any of our End-Customers) arising out of, or in connection with, your failure to comply with the terms of the Contract;

b. any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services and any Deliverable to the extent that the claim is attributable to your acts or omissions, your employees, agents or subcontractors;

c. any claim made against us by a third party for death, personal injury or damage to property arising out of or in connection with defects in the Goods, as delivered, or the provision of the Services and/or Deliverable to the extent that any such defects in the Goods, Services and/or Deliverables are attributable to your acts or omissions, your employees, agents or subcontractors;

d. any breach by you of clause 9; and

e. any breach of clause 12 by you, your employees, officers, representatives, contractors, subcontractors and/or advisers.

10.2 This clause 10 shall survive termination of the Contract.


11. INSURANCE

During the term of the Contract and for a period of 6 years thereafter, you shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on our request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.


12. CONFIDENTIALITY

12.1 Except as permitted by clause 12.2, you shall not at any time disclose to any person:

a. any confidential information concerning our or any of our End-Customer’s business, assets, affairs, customers, clients, suppliers, inventions, processes, initiatives or know-how (technical or commercial); or

b. the fact that you are providing or have provided Services and/or Goods to us or our End-Customers or are working or have worked on any projects related to the same (to the extent such information is confidential).

12.2 You may disclose our and any of our End-Customer’s confidential information:

a. to your employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising your rights or carrying your obligations under the Contract. You shall ensure that your employees, officers, representatives, contractors, subcontractors or advisers to whom you disclose our or any of our End-Customer’s confidential information comply with this clause 12; and

b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 You shall not use our confidential information or the confidential information of our End- Customers for any purpose other than to exercise your rights and perform your obligations under or in connection with the Contract.

12.4 You may not advertise the fact you have provided Services and/or Goods to us or our End- Customers without our prior written consent.

12.5 This clause 12 shall survive termination of the Contract.


13. COMPLIANCE WITH RELEVANT LAWS

13.1 In performing your obligations under the Contract, you shall:

a. comply with all applicable laws, statutes, regulations and codes from time to time in force;

b. comply with any of our internal or supplier policies notified to you from time to time; and

c. comply with any internal or supplier policies of our End-Customers notified to you or which you are otherwise made aware of.


14. TERMINATION

14.1 We may terminate the Contract in whole or in part at any time before delivery of the Goods and/or Services with immediate effect by giving you written notice, whereupon you shall discontinue all work on the Contract. We shall pay you fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

14.2 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect without liability to you by giving written notice to you if:

a. you commit a material or persistent breach of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of receipt of notice in writing of the breach;

b. you are (or are deemed to be or we reasonably believe you are about to become) insolvent, bankrupt or suffer an event analogous thereto or are otherwise unable to pay your debts;

c. you suspend or threaten to suspend, or cease or threaten to cease to carry on, all or a substantial part of your business;

d. you (being an individual) die, or by reason of illness or incapacity (whether mental of physical), are incapable of managing your own affairs or become a patient under any mental health legislation; or

e. a change of control occurs in relation to you (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.3 In any of the circumstances in these Conditions in which we may terminate the Contract, where both Goods and Services are supplied, we may instead terminate part of the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.

14.4 On termination of the Contract or any part of it for any reason: –

a. Where the Services are terminated, you shall immediately deliver to us all deliverables, whether or not then complete. If you fail to do so then we may without limiting our other rights or remedies enter your premises and take possession of them;

b. The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination;

c. You shall promptly return any Customer Materials as we direct; and

d. Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

14.6 Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.


15. GENERAL

15.1 Interpretation

a. In these terms and conditions:

i. 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 sense of the words preceding those terms.

ii. A reference to writing or written includes email but not fax.

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

15.2 Assignment and other dealings

a. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of our rights or obligations under the Contract.

b. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.

15.3 Subcontracting. You may not subcontract any of your rights or obligations under the Contract without our prior written consent. If we consent to any subcontracting by you, you shall remain responsible for all the acts and omissions of your subcontractors as if they were your own.

15.4 Entire agreement.  The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.5 Variation. Except as set out in these terms and conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by us.

15.6 Waiver. Except as set out in clause 1.7, 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

15.8 Notices.

a. Any notice given to a party under or in connection with the Contract shall be in writing and shall be: –

i. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

ii. sent by email to the following addresses:

notices to us: BPXCorporate@bpx.co.uk (or such other substitute or additional email address notified by us to you in writing);

notices to you: any email address you have used in processing our orders or otherwise communicating with us in connection with any order.

b. Any notice shall be deemed to have been received: –

i. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

ii. sent by email to the following addresses:

if delivered by hand, at the time the notice is left at the proper address;

if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

if sent by e-mail, at 9.00 am on the next Business Day after transmission.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.9 Third party rights. This agreement is made for the benefit of the BPX Group from time to time and any company in the BPX Group and their permitted assigns may enforce this agreement as if it were a party to the Contract. No other person who is not a party to the Contract shall have any rights under or in connection with it.

15.10 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

15.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.