Sales Terms and Conditions

Document Number	Issue	Issue Date	Status
ISO-ADP-146	Issue 3	17 March 2026	CONTROLLED

1. Interpretation and Definitions

1.1 Definitions

In these Terms & Conditions the following words and expressions have the following meanings:

Business Day: A day (other than a Saturday, Sunday, or public holiday in England) 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 12.4.
Contract: The contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer / You / Your: The person or firm who purchases the Goods from the Supplier.
Force Majeure Event: An event, circumstance, or cause beyond a party's reasonable control, including but not limited to acts of God, pandemic, war, civil unrest, industrial action, government restriction, or supply chain failure.
Goods: The goods (or any part of them) set out in the Order, including autoclaves, sterilizers, spare parts and associated equipment.
Intellectual Property Rights: Any and all intellectual property rights including, without limitation, patents, trademarks, rights in the nature of unfair competition, the right to sue for passing off, design rights, copyright, moral rights, rights in databases, domain names and all similar rights (whether or not registered or capable of registration, whether subsisting in the United Kingdom or any other part of the world), together with all related goodwill and all extensions and renewals.
Order: The Customer's order for the Goods, as set out in the Customer's purchase order form or as otherwise agreed in writing.
Price: The price specified in the Order or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
Quotation: The quotation provided by the Supplier to the Customer setting out the Goods, the Price, and any other relevant terms or Specification agreed between the parties.
Specification: Any specification for the Goods, including any related plans and drawings, agreed in writing by the Customer and the Supplier.
Supplier / We / Us / Our: Astell Scientific Ltd, a company registered in England and Wales (Company No. 00487717), whose registered office is at 19–21 Powerscroft Road, Sidcup, Kent, DA14 5DT.
Warranty Period: Has the meaning given in Clause 5.1.
Working Day: A day which is not a weekend or public holiday at the Delivery Address.

1.2 Interpretation

In these Conditions:

Any reference to the singular includes the plural and vice versa, and any reference to one gender includes all genders.
Reference to persons shall include a natural person, bodies corporate, partnerships, unincorporated associations and any other legal or commercial entity or undertaking.
A reference to a party includes its successors and permitted assigns.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted, and includes all subordinate legislation made under that statute or statutory provision.
Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
A reference to writing or written includes email but does not include fax.

2. Basis of Contract

2.1 Application of Conditions

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. By placing an Order with the Supplier, whether in respect of a Quotation or otherwise, the Customer acknowledges and offers to deal on these Conditions.

2.2 Order and Acceptance

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 are complete and accurate. 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. A Quotation does not constitute an offer by the Supplier to supply the Goods.

2.3 Quotation Validity

Any Quotation given by the Supplier is valid only for the period stated in the Quotation, or if none is stated, for a period of 30 Business Days from its date of issue, after which the Supplier reserves the right to withdraw or amend it. The Supplier may withdraw a Quotation at any time within such period by written or oral notice.

2.4 No Variation

No variation of these Conditions shall be binding unless agreed in writing and signed by authorised representatives of both parties. The Customer shall not, and shall ensure that its personnel shall not, attempt to bind the Supplier to terms and conditions which are not these Conditions.

2.5 Representations and Warranties

The Supplier's employees and agents are not authorised to make any representations concerning the Goods unless confirmed by the Supplier in writing. In entering into the Contract, the Customer acknowledges that it does not rely on any such representations which are not so confirmed. Any samples, drawings, descriptive matter, or advertising issued by the Supplier, and any descriptions of the Goods contained in the Supplier's catalogues or brochures, are issued for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor have any contractual force.

2.6 Advice and Recommendations

Any advice or recommendation given to the Customer by the Supplier, its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing is acted upon entirely at the Customer's own risk, and the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.

2.7 Errors and Omissions

Any error or omission in any sales literature, Quotation, acknowledgement of Order, price list, invoice or other document issued by the Supplier shall be subject to correction without any liability on the Supplier's part.

2.8 Cancellation

No Order which has been accepted by the Supplier may be cancelled by the Customer except with the Supplier's prior written agreement. In the event of cancellation, the Customer shall indemnify the Supplier in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses which are or will be incurred by the Supplier as a result of the cancellation. The Supplier shall make reasonable efforts to mitigate these losses by minimising costs wherever possible.

3. Goods

3.1 Description

The Goods are described in the Supplier's catalogue as modified by any applicable Specification or Quotation. The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements, or to change the design, construction and/or specification of the Goods for any reason, provided that such change does not materially affect their quality or performance.

3.2 Customer Specification — Indemnity

If the Goods are to be manufactured or any process is to be applied to the Goods in accordance with a Specification submitted by the Customer, or if the Goods are to be marked with any trade mark at the Customer's request, the Customer shall indemnify the Supplier against all losses, damages, costs, liabilities, claims and expenses suffered or incurred by the Supplier in connection with any claim for infringement of the Intellectual Property Rights of any other person or any other liability arising from the Supplier's use of the Customer's specification. This Clause 3.2 shall survive termination of the Contract.

4. Delivery

4.1 Delivery Arrangements

An Order shall specify whether the Goods are to be:

Delivered by the Supplier, or by a carrier appointed by the Supplier, to the location set out in the Order or such other location as the parties may agree (Location) on the date(s) specified in the Order; or
Made available for collection by the Customer at the Supplier's, or carrier's, premises set out in the Order. The Customer shall collect the Goods within the period specified in the Order.

The Supplier shall use reasonable efforts to deliver the Goods on or around any estimated delivery date, but time of delivery is not of the essence.

4.2 Delivery Notes

Each delivery of the Goods shall be accompanied by a delivery note showing the date of the Order, all relevant reference numbers, the type and quantity of the Goods, special storage instructions (if any), and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.3 Deemed Delivery

The Goods shall be deemed delivered:

If delivered by the Supplier or carrier, on arrival of the Goods at the agreed Location; or
If collected by the Customer, when the Supplier makes the Goods available for collection at the Supplier's or carrier's premises.

The Goods shall also be considered delivered as soon as they are ready to be unloaded at the delivery address; that is, when all ropes, chains, sheets, restraining bars and other means of fastening have been removed from the delivery vehicle.

4.4 Damage, Shortage and Non-Delivery

If the Goods are damaged on delivery or less than the correct amount is delivered, the Customer must notify the Supplier and the carrier (and note the damage or shortage on the delivery note) within 2 Working Days of delivery, failing which no claim may be made in respect of damage to or short delivery of such Goods. If the Goods have not been delivered, the Customer must notify the Supplier within 14 days of the date of invoice, failing which no claim may be made for non-delivery.

4.5 Delay in Delivery — Liability

The Supplier shall not be liable for any delay in delivery of the Goods caused by a Force Majeure Event, the Customer's failure to provide adequate delivery instructions, or the Customer's failure to collect the Goods from the Supplier's premises. The Supplier's liability for failure to deliver shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest available market, less the Price.

4.6 Customer Failure to Take Delivery

If the Customer fails to accept or take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then (except where caused by a Force Majeure Event or the Supplier's breach):

Delivery 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 the Goods were ready.
The Supplier shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance, handling and transport).
If ten Business Days after the Supplier's notification the Customer has not accepted or taken actual delivery, 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 or charge the Customer for any shortfall below the Price.

4.7 Delivery by Instalments

The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each delivery shall constitute a separate contract and failure to deliver any one instalment, or any claim in respect of any one instalment, shall not entitle the Customer to cancel any other instalment.

4.8 Unloading

Unless otherwise agreed in writing, unloading of the Goods from the delivery vehicle shall be the Customer's entire responsibility. On arrival at the delivery address, the Customer shall provide unloading facilities and shall unload the Goods promptly. The Supplier shall be entitled to recover from the Customer all costs and expenses incurred as a result of the Customer's failure to do so.

4.9 International Orders

Where the Customer's premises are located outside the United Kingdom, or the Quotation has been provided on the basis of ex works, the Goods shall be delivered ex works at the Supplier's premises. Where agreed in writing the Supplier will arrange shipment to the Customer as the Customer's agent. The Customer is responsible for all import duties, customs clearance, local taxes and any regulatory requirements applicable to the shipment in their jurisdiction.

5. Quality & Warranty

5.1 Warranty

The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:

Conform with their description and any applicable Specification.
Be free from material defects in design, material and workmanship.
Be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
Be fit for any purpose held out by the Supplier.

5.2 Warranty Claims

Subject to Clause 5.4, if the Customer gives written notice 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, and gives written notice of any loss or damage in transit within 3 Working Days of delivery, and if the Supplier is given a reasonable opportunity to examine such Goods and (if requested) the Customer returns the Goods to the Supplier's premises at the Customer's cost, the Supplier shall at its option repair or replace the defective Goods, or refund the Price of the defective Goods in full. If the Supplier does not repair or replace the Goods, its liability for breach of warranty shall not in any event exceed the Price paid for the Goods. The Customer shall preserve any non-compliant Goods for inspection by the Supplier and return them to the Supplier at the Supplier's cost if requested.

5.3 Pressure Equipment — Extended Warranty

For Goods covered by the Pressure Equipment (Safety) Regulations 2016 (UK PESR), the Supplier will offer an extended warranty (an Extended Pressure Vessel Warranty). The duration of, type of coverage provided by, and any exclusions to the Extended Pressure Vessel Warranty shall be governed by the terms of additional documentation provided by the Supplier on request.

5.4 Warranty Exclusions

The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in Clause 5.1 if:

The Customer makes any further use of such Goods after giving notice in accordance with Clause 5.2.
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.
The defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer.
The Customer alters or repairs such Goods without the written consent of the Supplier.
The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
The Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
The Warranty shall not apply to any Goods which are sold as seconds, remainder stock, samples, obsolete or sub-standard.

5.5 Implied Terms

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

5.6 Contamination

Contamination — Important

The Supplier reserves the right not to repair or otherwise handle Goods which it believes are contaminated with hazardous chemical, biological or radioactive materials. Before any Goods are returned to the Supplier's premises for whatever reason, the Customer shall either give a signed declaration that the Goods are free from all such contamination or give a written warning that the Goods could be contaminated and provide the necessary expert advice on safe handling, cleaning and decontamination.

6. Title & Risk

6.1 Risk

The risk in the Goods shall pass to the Customer on completion of delivery, or if the Customer fails to take delivery or fails to give adequate delivery instructions, at the time of such failure or on the estimated delivery date, as appropriate. The Customer shall insure the Goods for their full Price against damage or loss on an all-risks basis from the point at which risk passes.

6.2 Title

Ownership and title to the Goods shall not pass to the Customer until the earlier of:

The Supplier receiving payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due; or
The Customer reselling the Goods in the ordinary course of its business, in which case title shall pass to the Customer immediately before the time at which resale by the Customer occurs.

6.3 Customer Obligations before Title Passes

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

Hold the Goods in its possession or control as the Supplier's fiduciary agent and bailee.
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 Clause 9.1.
Provide the Supplier with such information relating to the Goods as the Supplier may reasonably require from time to time.

6.4 Composite Goods

If any Goods owned by the Supplier are incorporated into other goods and are not identifiable in and separable from the resulting composite or mixed goods, title to the resulting composite or mixed goods shall vest in and be retained by the Supplier on the same terms as those on which it would have retained title to the Goods in question.

6.5 Supplier's Right to Repossess

Until ownership and title in all Goods passes to the Customer, the Supplier shall be entitled at any time to require the Customer to deliver up such Goods and, if the Customer fails to do so forthwith, to enter upon the Customer's premises or any third-party premises where such Goods are stored in order to repossess them. The Customer shall procure that any third party holding such Goods shall permit the Supplier to take possession and shall indemnify the Supplier against any liability incurred in connection with taking or attempting to take possession. The Supplier shall be entitled to use or dispose of such Goods as it wishes.

6.6 No Charging

The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any Goods which remain the Supplier's property. If the Customer does so, all monies owing by the Customer to the Supplier shall forthwith become due and payable.

6.7 Presumption of Ownership

For the avoidance of doubt, all Goods supplied to the Customer by the Supplier and in the Customer's possession shall be presumed to belong to the Supplier unless the Customer can prove otherwise.

7. Customer's Obligations

The Customer shall:

Take all necessary precautions during the handling, use and storage of the Goods in accordance with all available information concerning the Goods.
Comply with all applicable laws, including health and safety laws, export control legislation and US re-export control legislation.
Ensure that all appropriate safety information (whether or not supplied by the Supplier) is distributed and drawn to the attention of its customers and all others (including its employees) who require it for the safe handling or use of the Goods.
Be responsible for ensuring the accuracy of the terms of any Order placed by the Customer and for giving the Supplier any necessary information relating to the Goods and all assistance reasonably requested within sufficient time to enable the Supplier to manufacture or supply the Goods.
Comply with all laws and regulations relating to the ownership and use of the Goods, and shall indemnify the Supplier against any loss suffered or expense incurred as a result of the Customer failing to do so.

8. Price & Payment

8.1 Price

The Price shall be as set out in the Order or, if no price is quoted, the price in the Supplier's published price list in force at the date of delivery. The Price shall be paid in the currency specified in the Quotation or, if not so specified, in pounds sterling. All Prices are exclusive of VAT, which the Customer shall additionally be liable to pay at the prevailing rate, and exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

8.2 Price Variation

The Supplier may, by giving notice to the Customer at any time before delivery, increase the Price to reflect any increase in the cost of the Goods due to:

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).
Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification.
Any delay caused by any instructions of the Customer or the Customer's failure to give the Supplier adequate or accurate information or instructions.

8.3 Invoicing

The Supplier may invoice the Customer for the Goods on or at any time after completion of delivery, or at any time after it has notified the Customer that the Goods are ready for collection or has tendered delivery of the Goods, where the Customer has failed to take delivery. Where Goods are delivered by instalments the Supplier may invoice each instalment separately.

8.4 Payment Terms

Unless otherwise agreed in writing, the Customer shall pay each invoice in full and in cleared funds within 30 Business Days of the date of the invoice, without any deduction, set-off, counterclaim or withholding (except for any deduction or withholding of tax as required by law). Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence. For invoicing and payment queries, contact accounts@astell.com.

8.5 Late Payment

If the Supplier has not received full payment of any amount by the due date then, without prejudice to its other rights, the Supplier shall be entitled to:

Charge interest (both before and after any judgment) on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until actual payment.
Recover from the Customer any reasonable expenses and legal costs incurred in taking steps, including court action, to enforce payment.
Suspend further deliveries of the Goods and any other goods agreed to be supplied.
Require the immediate return of all goods in which title has not passed to the Customer.
Recover any currency losses suffered by the Supplier resulting from late payment where the Price is not payable in sterling.

All payments made by the Customer shall be applied to invoices in the sequence determined by the Supplier.

9. Termination

9.1 Termination for Cause

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

The Customer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so.
The Customer fails to pay any amount due under the Contract on the due date for payment.
The Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business, or any analogous procedure in any relevant jurisdiction.
The Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.
The Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
The Customer undergoes a change of Control as defined in section 1124 of the Corporation Tax Act 2010.
The Supplier reasonably apprehends that any of the events specified above are about to occur in relation to the Customer.

9.2 Suspension

Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Clause 9.1, or if the Supplier reasonably believes that the Customer is about to become subject to any of them.

9.3 Customer Termination

Subject to the Supplier's consent, the Customer may terminate the Contract provided all money owed by the Customer under the Contract has been paid to the Supplier in full.

9.4 Consequences of Termination

In the event of termination by the Supplier pursuant to Clause 9.1, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries without any liability to the Customer. If the Goods have already been delivered but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all outstanding unpaid invoices and interest. In respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice payable immediately on receipt.

9.5 Accrued Rights

Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract existing at or before the date of termination. Any provision of the Contract that expressly or by implication is intended to continue in force after termination shall remain in full force and effect.

10. Limitation of Liability

Important — Please Read Carefully

The Customer's attention is particularly drawn to the provisions of this Clause 10. References to liability in this Clause include any kind of liability arising under or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.1 Unlimited Liability

Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

Death or personal injury caused by negligence, or the negligence of employees, agents or subcontractors.
Fraud or fraudulent misrepresentation.
Breach of the terms implied by section 12 of the Sale of Goods Act 1979.
Defective products under the Consumer Protection Act 1987.

10.2 Limitations on Liability

Subject to Clause 10.1:

The Supplier shall under no circumstances whatsoever 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, special or consequential loss arising under or in connection with the Contract.
The Supplier's total aggregate liability to the Customer shall in no circumstances exceed the Price of the Goods paid by the Customer under the Contract.
The Supplier shall be liable to the Customer for any direct physical damage to the Customer's property to the extent that it results from the Supplier's (or its employees') negligence in connection with the Contract, up to a maximum of £10,000,000 in respect of any one event or series of events.
No action, regardless of form, arising out of the transactions under the Contract may be brought by the Customer more than 2 years after the cause of action has accrued.

10.3 Warranty Restrictions

The restrictions on liability in Clause 10 and Clause 5 apply to every liability arising under or in connection with the Contract. The Supplier excludes all warranties, conditions, guarantees and representations (except those made fraudulently) as to quality or fitness for a particular purpose of or otherwise relating to the Goods, whether express or implied, oral or in writing, except those expressly stated in the Contract. It is the Customer's responsibility to check that the Goods are suitable for the purpose intended.

10.4 Survival

This Clause 10 shall survive termination of the Contract.

11. Intellectual Property & Third Party Rights

11.1 Ownership

All Intellectual Property Rights in or relating to the Goods shall belong to the Supplier (even if developed solely for the purpose of supplying the Goods to the Customer) except where such rights are identified in advance in any pre-contractual specifications submitted by the Customer. The Customer shall not remove, alter, deface or tamper with any trade marks, names, numbers or other means of identification used on the Goods or any accompanying documentation or packaging, or allow anyone else to do so. Nothing in the Contract shall operate to transfer to the Customer or to grant to the Customer any licence or other right to use any Intellectual Property Rights of the Supplier unless the Supplier provides express written consent.

11.2 Third Party Claims

The Customer shall promptly notify the Supplier of any claim that any of the Goods constitute an infringement of any Intellectual Property Rights or a misuse of any confidential information belonging to any third party (a Claim) and shall take no steps and make no admissions in relation to a Claim until the Supplier has had a reasonable opportunity to decide whether it wishes to conduct the defence of such Claim. The Supplier shall be entitled at its own expense to conduct the defence of any such Claim, in which case the Supplier shall have sole control of the defence and all negotiations for settlement; the Customer shall allow its name to be used in proceedings if necessary and shall provide all reasonable assistance to the Supplier; and the Supplier shall be entitled to any costs awarded in the Customer's favour.

11.3 Remedy

If a Claim is successful or the Supplier considers it likely to be, the Supplier may, at its option or as part of a settlement, procure for the Customer the right to continue using the relevant Goods, modify them so that they are non-infringing, or terminate the Contract in so far as it applies to those Goods and refund to the Customer the Price paid for such Goods. The Supplier's liability under this Clause 11 shall not in any event exceed the amount paid to the Supplier under the Contract. This Clause 11 states the Supplier's entire obligation and liability with respect to infringement of Intellectual Property Rights.

12. Confidentiality

Each party agrees to maintain confidential the terms of the Contract and all information obtained from the other party pursuant to the Contract, to respect the other's proprietary rights in it, to use it exclusively for the purpose of the Contract, and to disclose it only to those of its respective directors, officers, employees or professional advisers to the extent that such disclosure is reasonably necessary and proper for the purposes of the Contract. Each party shall procure that all persons to whom it provides access to any information of the other party shall be made aware of and subject to these obligations. Each party undertakes that for a period of five years after termination of the Contract it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted below.

These obligations shall not apply to any information which:

Is at the time of the Contract generally known to the public, or later becomes generally known to the public other than by reason of breach of these obligations.
Is prior to disclosure under the Contract in the possession of the recipient free of any obligation of confidentiality.
Subsequently becomes lawfully available to the recipient from a source independent of the other party.
Is independently developed by a party without recourse to any information supplied by the other party.
Either party is required to disclose by law or by the rules of any governmental or other regulatory body or by a court or other authority of competent jurisdiction, provided that the disclosing party gives as much notice as possible of that disclosure and takes into account the reasonable requests of the other party in relation to the content of the disclosure.

All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times remain the Supplier's exclusive property, shall be held by the Customer in safe custody at the Customer's own risk, maintained and kept in good condition until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier's written instructions or authorisation.

13. Data Protection

The Supplier will process all personal data received from the Customer in accordance with applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Supplier's Privacy Notice is available on request or at astell.com. The Customer warrants that it has the necessary authority to share any personal data provided to the Supplier and has complied with its own data protection obligations in doing so.

14. Anti-Bribery, Modern Slavery & Tax Avoidance

Each party shall:

Comply with all laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010, and shall ensure that its employees, representatives, subcontractors and agents comply with such laws.
Have and maintain in place during the continuance of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, and enforce them where appropriate.
Promptly report to the other party any request or demand for any undue financial or other advantage of any kind received in connection with the Contract.
Upon request, certify to the other party in writing that it has complied with this Clause 14 and provide such supporting evidence of compliance as the other shall reasonably require.
Comply in all respects with all applicable legal, regulatory and other requirements relating to anti-corruption and modern slavery including the Criminal Finances Act 2017, the Modern Slavery Act 2015, and any equivalent legislation in any other jurisdiction in which the relevant party operates.

Each party may disclose the Contract and any information obtained in connection with it to any government agency or regulatory authority, or other persons that it reasonably determines have a need for such information in connection with the Bribery Act 2010.

15. Force Majeure

Neither party shall be in breach of the Contract or otherwise liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended by a period equivalent to the period during which performance has been delayed or has failed. If the period of delay or non-performance continues for two weeks, the party not affected may terminate the Contract by giving three days' written notice to the affected party. An obligation to pay sums due is not affected by this Clause.

16. General

16.1 Assignment

The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier. The Contract is personal to the Customer.

16.2 Sub-contracting

The Supplier may sub-contract its obligations (or any part of them) under the Contract. No agent of the Supplier has authority to accept any Order or make any contract binding on the Supplier.

16.3 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. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

16.4 Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.5 Waiver

No failure or delay by either 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.

16.6 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 shall not affect the validity and enforceability of the rest of the Contract.

16.7 Conflicting Terms

In the event of any conflict or inconsistency between these Conditions and the terms and conditions of the Customer, these Conditions shall prevail. These Conditions contain all the terms agreed by the parties relating to the subject matter of the Contract and supersede any prior agreements, understandings or arrangements between them.

16.8 Notices

Any notice or other communication given to a party under or in connection with the Contract shall be in writing and addressed to that party at its registered office or principal place of business. Notices shall be delivered personally, sent by pre-paid first class post or other next Working Day delivery service, or by email where acknowledged in writing by the recipient. A notice shall be deemed received: if delivered personally, when left at the address; if sent by first class post, at 9.00 am on the second Business Day after posting; if sent by email, when acknowledged in writing. Notices to the Supplier should be addressed to: Astell Scientific Ltd, 19–21 Powerscroft Road, Sidcup, Kent, DA14 5DT.

16.9 Third Party Rights

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

16.10 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.

16.11 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 this Contract or its subject matter or formation. The Customer shall have the right to commence proceedings solely in the English Courts, but the Supplier shall have the right to commence proceedings either in the English Courts or in the courts of the country in which the Goods are delivered or in which the Customer is resident or which otherwise has jurisdiction.