MOONS' INDUSTRIES (UK), LIMITED
Terms and Conditions for the Supply of Goods and/or Services
Contents 1. Interpretation 2. Basis of contract 3. Goods 4. Delivery of goods 5. Quality of goods 6. Title and risk 7. Supply of services 8. Customer's obligations 9. Charges and payment 10. Intellectual property rights 11. Data protection 12. Licences and consents 13. Confidentiality 14. Indemnity 15. Limitation of liability: The customer's attention is particularly drawn to this clause 16. Termination 17. Consequences of termination 18. General
1. Interpretation
The following definitions and rules of interpretation apply to this Contract.1.1 Definitions MOONS' UK has the sole meaning of MOONS' INDUSTRIES (UK), LIMITED, which is a British Company incorporated in 5 NEW STREET SQUARE LONDON under the laws of England and Wales with the Company Registration Number of 14801312. In this Terms and Conditions for the Supply of Goods and/or Services, MOONS' UK shall always be the Supplier of Goods and/or Services and shall not be the Customer and/or Buyer hereof. Applicable laws: all relevant laws, rules, regulations, industry standards, codes of practice, and guidance issued by regulatory authorities, as amended from time to time and as applicable in England and Wales. Business day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business. Commencement date: has the meaning set out in clause 2.2. Conditions: these terms and conditions as amended from time to time in accordance with clause 18.10. Contract: This contract is between MOONS' UK and the Customer for the supply of goods and/or services in accordance with these conditions and any specifications. Customer: the person or firm who purchases the goods and/or services from MOONS' UK. Customer Default: has the meaning set out in clause 8.2. Data controller: has the meaning set out in the data protection legislation. Data processor: This has a meaning set in the data protection legislation. Data protection legislation: all applicable data protection laws, including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of personal data. Data subject: an individual who is the subject of personal data. Deliverables: the deliverables set out in the specification. Delivery location: has the meaning set out in clause 4.1. Domestic UK law: The data protection legislation and any other law that applies in England and Wales. Force majeure event: any circumstances not within a party's reasonable control including without limitation (a) acts of God, flood, drought, earthquake or natural disaster; epidemic or pandemic, (b) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, (c) nuclear, chemical, or biological contamination or sonic boom, (d) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, (e) collapse of buildings, fire, explosion, or accident, (f) any labour or trade dispute, strikes, industrial action or lockouts, (g) non-performance by suppliers or subcontractors, and (h) interruption or failure of utility service goods: the goods (or any part of them) set out in the specification. Intellectual property rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of 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. Personal data: has the meaning set out in the data protection legislation. Services: the services, including the deliverables, supplied by MOONS' UK to the Customer as set out in the specification. Specification: any document, howsoever described, including but not limited to a quote or an order, containing the description for the services and/or goods, including any relevant plans, or drawings, and/or the cost for the services and/or goods provided in writing by MOONS' UK to the Customer. Supplier materials: all materials, equipment, documents and other property of MOONS' UK. 1.2 Interpretation (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (b) A reference to a party includes its authorised representatives, successors or permitted assigns. (c) A reference to legislation or legislative provision is a reference to such legislation or legislative provision as amended or re-enacted. A reference to legislation or a legislative provision includes any subordinate legislation made under that legislation or legislative provision, as amended or re-enacted. (d) 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. (e) A reference to writing or written includes faxes and emails.
2. Basis of contract
2.1 Upon request, MOONS' UK shall supply to the Customer a specification. The specification constitutes an offer by MOONS' UK to supply goods and/or services in accordance with these conditions. 2.2 The specification shall only be deemed to be accepted on the earlier of: (a) MOONS' UK receiving a written acceptance of the specification, including but not limited to countersigning the specification, from the Customer, or (b) any act by MOONS' UK consistent with fulfilling the specification, at which point and on which date this Contract shall come into existence (commencement date). 2.3 This Contract and the specification constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of MOONS' UK that is not set out in this Contract or the specification. 2.4 Any samples, drawings, descriptive matter or advertising issued by MOONS' UK and any descriptions of the goods or illustrations or descriptions of the services contained in MOONS' UK's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the services and/or goods described in them. They shall not form part of this Contract or have any contractual force. 2.5 These conditions apply: (a) to this Contract with the Customer for the supply of goods and/or services by MOONS' UK to the Customer unless agreed otherwise in writing with the Customer, and (b) to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.6 Any specification given by MOONS' UK is only valid for 30 business days from the date of issue. 2.7 Acceptance by the Customer of delivery of the goods and/or performance of the services shall be deemed to constitute unqualified acceptance of these conditions, and these conditions shall apply even in the absence of a written specification. 2.8 MOONS' UK reserves the right to perform its obligations under these conditions regarding the supply of goods and/or services at any of its premises, notwithstanding any representations made to the Customer that such work would be carried out at a specified premise. 2.9 If, subsequent to any agreement which is subject to this Contract, an agreement for the provision of goods and/or services is made with the same Customer without reference to any conditions of sale and/or supply, such agreement, howsoever made shall be deemed to be subject to this Contract. 2.10 The duration of this Contract shall be set out in the specification. 2.11 All of these conditions shall apply to the supply of both goods and services except where application to one or the other is specified.
3. Goods
3.1 The goods shall be described in the specification. 3.2 To the extent that any goods are manufactured or altered in accordance with the Customer's instructions, the Customer shall indemnify MOONS' UK 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 and legal and other reasonable professional costs and expenses) suffered or incurred by MOONS' UK in connection with any claim made against MOONS' UK for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with MOONS' UK following the Customer's instructions. This clause 3.2 shall survive termination of this Contract. 3.3 MOONS' UK reserves the right to amend the specification if required by any applicable statutory or regulatory requirements, and MOONS' UK shall notify the Customer in such an event. 3.4 MOONS' UK has the right to determine in which of MOONS' UK's and/or its affiliated company's manufacturing facilities any part and/or all of the order may be fabricated, processed, assembled, etc. 3.5 The Customer acknowledges and agrees that in designing and producing any goods under this Contract, MOONS' UK relies on
(a) The Customer's superior knowledge and experience concerning the application of the goods,
(b) The Customer's specifications for the goods, and
(c) The Customer's performance validation feedback at each stage of the production of the goods. 3.6 The Customer shall assume all risk that any Customer's design change may render the goods defective and/or in any way negatively affect the performance of the goods. MOONS' UK hereby disclaims any and all representations and warranties, expressed or implied, regarding the goods delivered in accordance with any Customer's design change. 3.7 Unless anything to the contrary is expressly set out in writing by MOONS' UK, no goods supplied hereunder shall be suitable for administration for clinical or diagnostic purposes to humans or animals. 3.8 All goods purchased from MOONS' UK by the Customer are NCNR (i.e. non-cancellable and non-returnable).
(a) The Customer's superior knowledge and experience concerning the application of the goods,
(b) The Customer's specifications for the goods, and
(c) The Customer's performance validation feedback at each stage of the production of the goods. 3.6 The Customer shall assume all risk that any Customer's design change may render the goods defective and/or in any way negatively affect the performance of the goods. MOONS' UK hereby disclaims any and all representations and warranties, expressed or implied, regarding the goods delivered in accordance with any Customer's design change. 3.7 Unless anything to the contrary is expressly set out in writing by MOONS' UK, no goods supplied hereunder shall be suitable for administration for clinical or diagnostic purposes to humans or animals. 3.8 All goods purchased from MOONS' UK by the Customer are NCNR (i.e. non-cancellable and non-returnable).
4. Delivery of goods
4.1 MOONS' UK shall deliver the goods to the location set out in the specification or such other location as the parties may agree (delivery location) at any time after MOONS' UK notifies the Customer that the goods are ready. 4.2 Delivery of the goods shall be completed on the goods' arrival at the delivery location. 4.3 Unless agreed in writing, the Customer shall be solely responsible for:
(a) unloading of goods at the point of delivery. The Customer shall unload and inspect the goods immediately upon their arrival at the delivery location, and (b) the disposal of all packaging in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment. 4.4 Any dates quoted for delivery of the goods are approximate only, and the time of delivery is not of the essence. The promised delivery date is the best estimate possible of when the goods will ship. The Customer also fully agrees to the following conditions of delivery:
(a)Due to the availability of goods, MOONS' UK's committed delivery date may differ from the delivery date requested by the Customer. Unless otherwise agreed upon in writing between MOONS' UK and the Customer, the committed delivery date under this Contract is accepted by the Customer. MOONS' UK shall not be liable for any loss and/or damage (incidental or consequential) due to such delays. In the case of deliveries scheduled to be made over an extended period, the price to be paid by the The Customer shall be the price in effect at the time of the shipment. Forecasts will only be built if there is a signed contract in place. Acceptable contracts are Blanket Orders with at least 6 months of the rolling forecast, Evergreen Contracts, KanBan Contracts, JIT Contracts, and Safety Stock Contracts. All Blanket Orders must be consumed in their entirety within 12 months of the first scheduled release. Any remaining goods that have not been consumed within 12 months will be shipped and billed at the end of the 12-month period.
(b) The Customer acknowledges that MOONS' UK requires at least a 90-day lead-time notice from the Customer in the case of delivery pull-in or push-out requests. If 90 days cannot be provided, then the Customer will be responsible for the payment of expedited fees that accrue due to overtime and air shipping. Approval of pull-in requests are subject to the best ship dates available at the time the request is made. Any orders may only be cancelled with MOONS' UK's written approval. In the event of an approved order cancellation (in which said order incorporates special materials, parts, components, etc.), the Customer will be responsible for paying all costs associated therein. This includes, but is not limited to, the contractual price of all completed items, the portion of the contractual price that is equal to the degree of completion of the goods in process, the cost of any material and/or supplies which MOONS' UK has already purchased, and any charges for cancellation of tool orders or tool removal charges. 4.5 MOONS' UK shall not be liable for any delay in delivery of the goods caused by a force majeure event or the Customer's failure to provide MOONS' UK with adequate delivery instructions or any other instructions relevant to the supply of the goods. 4.6 If the Customer fails to accept delivery of the goods within 3 business days of MOONS' UK notifying the Customer that the goods are ready, then except where such failure or delay is caused by a force majeure event or by MOONS' UK's failure to comply with its obligations under this Contract in respect of the goods:
(a) delivery of the goods shall be deemed to have been completed at 09:00 a.m. on the third business day following the day on which MOONS' UK notified the Customer that the goods were ready and
(b) MOONS' UK shall store the goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance). 4.7 If 10 business days after MOONS' UK notified the Customer that the goods were ready for delivery, the Customer has not accepted delivery of them, MOONS' UK may resell or otherwise dispose of part or all of the goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the goods or charge the Customer for any shortfall below the price of the goods. 4.8 The Customer shall not be entitled to reject the goods if MOONS' UK delivers up to and including 5% more or less than the quantity of goods ordered, but a pro-rata adjustment shall be made to the invoice on receipt of notice from the Customer that the wrong quantity of goods was delivered. The Customer must make claims for shortages within 24 hours of receipt of shipment, and MOONS' UK shall not be responsible for any claims for shortages not reported within this period. 4.9 MOONS' UK may deliver the goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
(a) unloading of goods at the point of delivery. The Customer shall unload and inspect the goods immediately upon their arrival at the delivery location, and (b) the disposal of all packaging in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment. 4.4 Any dates quoted for delivery of the goods are approximate only, and the time of delivery is not of the essence. The promised delivery date is the best estimate possible of when the goods will ship. The Customer also fully agrees to the following conditions of delivery:
(a)Due to the availability of goods, MOONS' UK's committed delivery date may differ from the delivery date requested by the Customer. Unless otherwise agreed upon in writing between MOONS' UK and the Customer, the committed delivery date under this Contract is accepted by the Customer. MOONS' UK shall not be liable for any loss and/or damage (incidental or consequential) due to such delays. In the case of deliveries scheduled to be made over an extended period, the price to be paid by the The Customer shall be the price in effect at the time of the shipment. Forecasts will only be built if there is a signed contract in place. Acceptable contracts are Blanket Orders with at least 6 months of the rolling forecast, Evergreen Contracts, KanBan Contracts, JIT Contracts, and Safety Stock Contracts. All Blanket Orders must be consumed in their entirety within 12 months of the first scheduled release. Any remaining goods that have not been consumed within 12 months will be shipped and billed at the end of the 12-month period.
(b) The Customer acknowledges that MOONS' UK requires at least a 90-day lead-time notice from the Customer in the case of delivery pull-in or push-out requests. If 90 days cannot be provided, then the Customer will be responsible for the payment of expedited fees that accrue due to overtime and air shipping. Approval of pull-in requests are subject to the best ship dates available at the time the request is made. Any orders may only be cancelled with MOONS' UK's written approval. In the event of an approved order cancellation (in which said order incorporates special materials, parts, components, etc.), the Customer will be responsible for paying all costs associated therein. This includes, but is not limited to, the contractual price of all completed items, the portion of the contractual price that is equal to the degree of completion of the goods in process, the cost of any material and/or supplies which MOONS' UK has already purchased, and any charges for cancellation of tool orders or tool removal charges. 4.5 MOONS' UK shall not be liable for any delay in delivery of the goods caused by a force majeure event or the Customer's failure to provide MOONS' UK with adequate delivery instructions or any other instructions relevant to the supply of the goods. 4.6 If the Customer fails to accept delivery of the goods within 3 business days of MOONS' UK notifying the Customer that the goods are ready, then except where such failure or delay is caused by a force majeure event or by MOONS' UK's failure to comply with its obligations under this Contract in respect of the goods:
(a) delivery of the goods shall be deemed to have been completed at 09:00 a.m. on the third business day following the day on which MOONS' UK notified the Customer that the goods were ready and
(b) MOONS' UK shall store the goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance). 4.7 If 10 business days after MOONS' UK notified the Customer that the goods were ready for delivery, the Customer has not accepted delivery of them, MOONS' UK may resell or otherwise dispose of part or all of the goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the goods or charge the Customer for any shortfall below the price of the goods. 4.8 The Customer shall not be entitled to reject the goods if MOONS' UK delivers up to and including 5% more or less than the quantity of goods ordered, but a pro-rata adjustment shall be made to the invoice on receipt of notice from the Customer that the wrong quantity of goods was delivered. The Customer must make claims for shortages within 24 hours of receipt of shipment, and MOONS' UK shall not be responsible for any claims for shortages not reported within this period. 4.9 MOONS' UK may deliver the goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality of goods
5.1 MOONS' UK warrants that on delivery, the goods shall conform in all material respects with the specification and be free from material defects in design, material and workmanship. 5.2 The Customer shall comply with any information and instructions supplied by MOONS' UK and relating to the use for which the goods are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work, and the Customer undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the goods will be safe and without risk to health at all times. 5.3 Subject to clause 5.4 if:
(a) the Customer gives notice in writing within 7 business days from delivery that some or all of the goods do not comply with the warranty set out in clause 5.1,
(b) MOONS' UK is given a reasonable opportunity of examining such goods, and
(c) the Customer (if asked to do so by MOONS' UK) returns such goods to MOONS' UK's place of business at the Customer's cost,
MOONS' UK shall, at its option, repair or replace the defective goods or refund the price of the defective goods in full. 5.4 MOONS' UK shall not be liable for the goods failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such goods after giving a notice in accordance with clause 5.3,
(b) the defect arises because the Customer failed to follow MOONS' UK's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practices,
(c) the defect arises as a result of MOONS' UK following any drawing or design supplied by the Customer (i.e. Customer's design change, see Sub-clause 3.5),
(d) the Customer alters or repairs such goods without the written consent of MOONS' UK,
(e) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal working conditions, or
(f) the goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 5.5 Except as provided in clause 5, MOONS' UK shall have no liability to the Customer in respect of the goods' failure to comply with the warranty set out in clause 5.1. 5.6 The terms of these conditions shall apply to any repaired or replacement goods supplied by MOONS' UK under clause 5.3.
(a) the Customer gives notice in writing within 7 business days from delivery that some or all of the goods do not comply with the warranty set out in clause 5.1,
(b) MOONS' UK is given a reasonable opportunity of examining such goods, and
(c) the Customer (if asked to do so by MOONS' UK) returns such goods to MOONS' UK's place of business at the Customer's cost,
MOONS' UK shall, at its option, repair or replace the defective goods or refund the price of the defective goods in full. 5.4 MOONS' UK shall not be liable for the goods failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such goods after giving a notice in accordance with clause 5.3,
(b) the defect arises because the Customer failed to follow MOONS' UK's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practices,
(c) the defect arises as a result of MOONS' UK following any drawing or design supplied by the Customer (i.e. Customer's design change, see Sub-clause 3.5),
(d) the Customer alters or repairs such goods without the written consent of MOONS' UK,
(e) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal working conditions, or
(f) the goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 5.5 Except as provided in clause 5, MOONS' UK shall have no liability to the Customer in respect of the goods' failure to comply with the warranty set out in clause 5.1. 5.6 The terms of these conditions shall apply to any repaired or replacement goods supplied by MOONS' UK under clause 5.3.
6. Title and risk
6.1 The risk in the goods shall pass to the Customer on completion of delivery or, where applicable, once the goods have been delivered to the carrier appointed to deliver the goods to the Customer. 6.2 Title to the goods shall not pass to the Customer until MOONS' UK has received payment in full (in cash or cleared funds) for the goods and any other goods that MOONS' UK has supplied to the Customer in respect of which payment has become due. 6.3 Until title to the goods has passed to the Customer, the Customer shall: (a) hold the goods on a fiduciary basis as MOONS' UK's bailee, (b) store the goods separately from all other goods held by the Customer so that they remain readily identifiable as MOONS' UK's property, (c) not remove, deface or obscure any identifying mark or packaging on or relating to the goods, (d) maintain the goods in satisfactory condition and keep them insured against all risks for their full price on MOONS' UK's behalf from the date of delivery, (e) notify MOONS' UK immediately if it becomes subject to any of the events listed in clause 16.1, and (f) give MOONS' UK such information relating to the goods as MOONS' UK may require from time to time. 6.4 Subject to clause 6.5, the Customer may resell or use the goods in the ordinary course of its business (but not otherwise) before MOONS' UK receives payment for the goods. However, if the Customer resells the goods before that time: (a) it does so as principal and not as MOONS' UK's agent, and (b) title to the goods shall pass from MOONS' UK to the Customer immediately before the time at which resale by the Customer occurs. 6.5 If, before title to the goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 16.1, then, without limiting any other right or remedy MOONS' UK may have: (a) the Customer's right to resell goods or use them in the ordinary course of its business ceases immediately, and (b) MOONS' UK may at any time: (i) require the Customer to return all goods in its possession which have not been resold or irrevocably incorporated into another product, and (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the goods are stored in order to recover them. 6.6 Except where otherwise expressly agreed, all patterns, tools, jigs and fixtures, drawings, designs, software and other materials and data developed, fabricated, or otherwise required in the performance of this Contract, notwithstanding any charges, shall be and remain MOONS' UK's property and in MOONS' UK's possession and control. Except as specifically provided for in this order, The Customer shall have no right to any technical data, Intellectual Property Rights, or computer software associated with this order. In the event MOONS' UK agrees to provide The Customer with proprietary information, drawings, designs or data in conjunction with this order, The Customer agrees that such information, drawings or data will not be disclosed to any third party and/or used by The Customer without the written permission of an authorised official of MOONS’ UK. 6.7 All materials, tools and/or equipment (if any) owned or furnished by the Customer while in MOONS' UK's possession will be carefully handled and stored, but the Customer will not be responsible for accidental loss thereof or damage thereto.
7. Supply of services
7.1 MOONS' UK shall provide the services to the Customer in accordance with the specification in all material respects. 7.2 MOONS' UK shall provide the Customer with a specification. MOONS' UK and the Customer shall discuss and agree on the specification. The agreed specification shall form part of this Contract and be subject to these conditions. Any amendment to the agreed specification shall not be valid unless it is made in accordance with clause 18.10. 7.3 Where necessary, MOONS' UK and the Customer shall agree to meet at regular intervals to discuss matters relating to the services. If either party wishes to change the scope or execution of the services, it shall submit details of the requested change to the other in writing. MOONS' UK shall, within a reasonable time, provide a written estimate to the Customer of: (a) the likely time required to implement the change, (b) any necessary variations to MOONS' UK's charges arising from the change, (c) any other impact of the change on this Contract. 7.4 If the Customer wishes MOONS' UK to proceed with the change, MOONS' UK has no obligation to do so unless and until the parties have agreed on the necessary variations to its charges and the services to take account of the change and this Contract has been varied in accordance with clause 18.10. 7.5 Notwithstanding clause 7.1, MOONS' UK may, from time to time and without notice, change the services to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or charges for the services and, where practicable, it will give the Customer at least two weeks' notice of any change. 7.6 MOONS' UK shall use reasonable endeavours to meet any performance dates for the services specified in the service specification, but any such dates shall be estimates only, and time shall not be of the essence for the performance of the services. 7.7 MOONS' UK warrants to the Customer that the services will be provided using reasonable care and skill. 7.8 MOONS' UK shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's premises and that have been communicated to it under clause 8.1, provided that it shall not be liable under this Contract if, as a result of such observation, it is in breach of any of its obligations under this Contract. 7.9 MOONS' UK reserves the right not to test samples or equipment or conduct analysis on any materials which it deems to be unsuitable for such work. Any failure or refusal to test such samples, equipment (which shall include instruments) or materials shall not constitute a breach of these conditions. MOONS' UK shall refund any price received in connection with the relevant proposed test or analysis subject to MOONS' UK's costs in connection with the relevant proposed test, analysis or materials. Where monies that were agreed to be paid by the Customer for the services have not yet been paid, and where MOONS' UK would have otherwise retained costs under this clause 7.9 had such monies been paid, the Customer will be liable to MOONS' UK for a sum equivalent to those costs. 7.10 In the event that the services to be provided by MOONS' UK involve testing of (including but not limited to equipment testing or spare part testing), or analysis on, any materials (including but not limited to materials or processes related to the goods provided by MOONS' UK), MOONS' UK does not make any representation or warranty of any nature, express or implied, that such testing and/or analysis will achieve any particular results. 7.11 During the performance of the services, if MOONS' UK deems it necessary that any of the Customer's equipment, instruments, and/or samples should be removed from the Customer's premises, the Customer shall at its own cost make arrangements for such removal and transportation. In the event that MOONS' UK, at the Customer's request, undertakes such removal and transportation on behalf of the Customer, MOONS' UK shall not be liable for any damage or loss to the Customer's equipment, material and/or samples in its custody and the Customer shall be liable to MOONS' UK for any additional costs incurred by MOONS' UK in the removal and transportation of the Customer's equipment, instruments, and/or samples.
8. Customer's obligations
8.1 The Customer shall:
(a) ensure that the terms of the specification are complete and accurate,
(b) co-operate with MOONS' UK in all matters relating to the services,
(c) provide MOONS' UK with such information as MOONS' UK may reasonably require, including but not limited to health and safety information relating to any samples, equipment or materials submitted to MOONS' UK for testing and/or analysis and ensure that such information is accurate in all material respects,
(d) provide MOONS' UK, its employees, agents, consultants and subcontractors, with access to the Customer's premises, equipment, plant, office accommodation and other facilities as reasonably required by MOONS' UK to provide the services,
(e) where relevant, provide MOONS' UK properly and sufficiently cleaned equipment, prepared in any manner as reasonably advised by MOONS' UK to permit any necessary examination and/or testing,
(f) where relevant, provide an operator to operate the Customer's equipment as necessary to enable MOONS' UK to examine and test such equipment. In the event that an operator is not provided and MOONS' UK employees are obliged to operate the Customer's equipment, MOONS' UK shall accept no liability for any damage to the Customer's equipment and the Customer will be responsible for MOONS' UK's reasonable costs in supplying employees to operate the Customer's equipment where such the activity of operating the Customer's equipment does not form part of the specification,
(g) provide MOONS' UK with such information and materials as MOONS' UK may reasonably require to supply the services, including but not limited to health and safety and security information relating to the Customer's premises, and to ensure that such information is accurate in all material respects,
(h) unless agreed otherwise in writing with MOONS' UK, be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws that arise before and during the performance of the services at those premises,
(i) ensure that all Customer's equipment is in good working order and suitable for the purposes for which it is used in relation to the services and conforms to all relevant United Kingdom standards or requirements,
(j) obtain and maintain all necessary licences, permissions and consents which may be required for the services before the date on which the services are to start, and
(k) keep and maintain supplier materials at the Customer's premises in safe custody at its own risk, maintain supplier materials in good condition until returned to MOONS' UK, and not dispose of or use supplier materials other than in accordance with MOONS' UK's written instructions or authorisation. 8.2 If MOONS' UK's performance of any of its obligations in respect of the services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer default):
(a) without limiting any other rights or remedies available to it, MOONS' UK shall have the right to suspend performance of the services until the Customer remedies the Customer default and to rely on the Customer default to relieve it from the performance of any of its obligations to the extent that the Customer default prevents or delays MOONS' UK's performance of any of its obligations,
(b) MOONS' UK shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from MOONS' UK's failure or delay to perform any of its obligations as set out in this clause 8.2, and
(c) the Customer shall reimburse MOONS' UK on written demand for any costs or losses sustained or incurred by MOONS' UK arising directly or indirectly from the Customer default. 8.3 The Customer shall not, without the prior written consent of MOONS' UK, at any time for the duration of this Contract solicit or entice away from MOONS' UK or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of MOONS' UK in the provision of the services.
(a) ensure that the terms of the specification are complete and accurate,
(b) co-operate with MOONS' UK in all matters relating to the services,
(c) provide MOONS' UK with such information as MOONS' UK may reasonably require, including but not limited to health and safety information relating to any samples, equipment or materials submitted to MOONS' UK for testing and/or analysis and ensure that such information is accurate in all material respects,
(d) provide MOONS' UK, its employees, agents, consultants and subcontractors, with access to the Customer's premises, equipment, plant, office accommodation and other facilities as reasonably required by MOONS' UK to provide the services,
(e) where relevant, provide MOONS' UK properly and sufficiently cleaned equipment, prepared in any manner as reasonably advised by MOONS' UK to permit any necessary examination and/or testing,
(f) where relevant, provide an operator to operate the Customer's equipment as necessary to enable MOONS' UK to examine and test such equipment. In the event that an operator is not provided and MOONS' UK employees are obliged to operate the Customer's equipment, MOONS' UK shall accept no liability for any damage to the Customer's equipment and the Customer will be responsible for MOONS' UK's reasonable costs in supplying employees to operate the Customer's equipment where such the activity of operating the Customer's equipment does not form part of the specification,
(g) provide MOONS' UK with such information and materials as MOONS' UK may reasonably require to supply the services, including but not limited to health and safety and security information relating to the Customer's premises, and to ensure that such information is accurate in all material respects,
(h) unless agreed otherwise in writing with MOONS' UK, be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws that arise before and during the performance of the services at those premises,
(i) ensure that all Customer's equipment is in good working order and suitable for the purposes for which it is used in relation to the services and conforms to all relevant United Kingdom standards or requirements,
(j) obtain and maintain all necessary licences, permissions and consents which may be required for the services before the date on which the services are to start, and
(k) keep and maintain supplier materials at the Customer's premises in safe custody at its own risk, maintain supplier materials in good condition until returned to MOONS' UK, and not dispose of or use supplier materials other than in accordance with MOONS' UK's written instructions or authorisation. 8.2 If MOONS' UK's performance of any of its obligations in respect of the services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer default):
(a) without limiting any other rights or remedies available to it, MOONS' UK shall have the right to suspend performance of the services until the Customer remedies the Customer default and to rely on the Customer default to relieve it from the performance of any of its obligations to the extent that the Customer default prevents or delays MOONS' UK's performance of any of its obligations,
(b) MOONS' UK shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from MOONS' UK's failure or delay to perform any of its obligations as set out in this clause 8.2, and
(c) the Customer shall reimburse MOONS' UK on written demand for any costs or losses sustained or incurred by MOONS' UK arising directly or indirectly from the Customer default. 8.3 The Customer shall not, without the prior written consent of MOONS' UK, at any time for the duration of this Contract solicit or entice away from MOONS' UK or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of MOONS' UK in the provision of the services.
9. Charges and payment
9.1 The price for goods shall be the price set out in the specification or, if no price is quoted, the price set out in MOONS' UK's published price list as at the date of delivery. The price of the goods is exclusive of VAT and all costs and charges of packaging, insurance, transport of the goods, which shall be paid by the Customer when it pays for the goods. The Customer also agrees to the following terms and conditions.
(a) Unless stated otherwise, all pricing is FOB, Shanghai, P. R. China. The pricing as listed on MOONS' UK's quotation is firm for the specified term of this Contract, excluding: (i) changes in raw material costs, (ii) inland transportation and (iii) exchange rate between the RMB Yuan and GBP/USD. If no price is shown on a purchase order between MOONS' UK and the Customer, the price will be the price last paid by the Customer to MOONS' UK, unless otherwise acknowledged in writing by MOONS' UK to the Customer within 10 days of receipt of the order. All prices are valid for 30 days from the date of quotation; no cash discount will be allowed unless otherwise specified by MOONS' UK. MOONS' UK may change payment terms at any time with or without notice. Interest on all past-due accounts shall accrue and be payable by the Customer to the MOONS' UK at the maximum interest rate allowed by law. MOONS' UK further agrees that receipt of the goods implies receipt of invoice. The Customer shall assume freight charges and risks of transportation, including (but not limited to) delay, damage, and loss unless otherwise specified by MOONS' UK. In the absence of specific instructions, MOONS' UK reserves the right to select a carrier and to specify the routing of all shipments. Shipment, delivery of goods, and/or performance of service shall, at all times, be subject to the approval of MOONS' UK's credit department. MOONS' UK may, at any time, decline to make any shipment or delivery or perform any service, except upon receipt of payment or upon terms and conditions or security satisfactory to MOONS' UK.
(b)The Customer acknowledges that the prices for goods and/or services stated by MOONS' UK are predicated on the enforceability of this Contract. Based on the "Limited Warranty and Returns" and "Limitation of Actions and Liability" provisions under this Contract, the price would be substantially higher if MOONS' UK could not limit its liability as stated herein and that the Customer accepts these provisions in exchange for such lower prices.
(c) The Customer shall be responsible for all taxes associated with the delivery and/or manufacture of the goods to the Customer. This shall include but not be limited to excise taxes, sales taxes and/or use taxes (if applicable). 9.2 Where services are provided on a time and materials basis: (a) the charges shall be calculated in accordance with the agreed daily or hourly fee rates, as set out in the specification, and (b) MOONS' UK shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom MOONS' UK engages in connection with the services, including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by MOONS' UK for the performance of the services, and for the cost of any materials. 9.3 Where services are provided for a fixed price, the price for the services shall be the amount set out in the specification as amended from time to time in accordance with clause 9.5 (a). The Customer shall pay the price to MOONS' UK in accordance with the specification. 9.4 MOONS' UK shall add VAT to its invoices at the appropriate rate. 9.5 MOONS' UK reserves the right to: (a) increase its standard daily or hourly fee rates for the charges for the services or the fixed price as set out in the specification, provided that such charges cannot be increased more than once in any 12-month period. MOONS’ UK will give the Customer written notice of any such increase one month before the proposed increase date. If such increase is not acceptable to the Customer, it shall notify MOONS' UK in writing within 2 weeks of the date of MOONS' UK's notice, and MOONS' UK shall have the right without limiting its other rights or remedies to terminate this Contract by giving two weeks' written notice to the Customer, and (b) increase the price of the goods by giving notice to the Customer at any time before delivery to reflect any increase in the cost of the goods to MOONS' UK that is due to: (i) any factor beyond the control of MOONS' UK (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs), (ii) any request by the Customer to change the delivery date(s), quantities or types of goods ordered, or the specification, or (iii) any delay caused by any instructions of the Customer with respect to the goods or failure of the Customer to give MOONS' UK adequate or accurate information or instructions with respect to the goods. 9.6 For goods, MOONS' UK shall invoice the Customer on, or at any time after, completion of delivery. For services, MOONS' UK shall invoice the Customer in accordance with the specifications. 9.7 The Customer shall pay each invoice submitted by MOONS' UK within 30 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by MOONS' UK. Time for payment shall be of the essence of this Contract. 9.8 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay MOONS' UK on the due date, MOONS' UK may: (a) charge interest on such sum from the due date for payment at the annual rate of 4% per cent above the base rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment, and (b) suspend all services until payment has been made in full. 9.9 The Customer shall pay all amounts due under this Contract in full without any deduction or withholding except as required by law, and the Customer shall not be entitled to assert any credit, set-off or counterclaim against MOONS' UK in order to justify withholding payment of any such amount in whole or in part. MOONS' UK may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by MOONS' UK to the Customer. 9.10 All sums payable to MOONS' UK under this Contract shall become due immediately on its termination, despite any other provision. This clause 9.10 is without prejudice to any right to claim for interest under the law or any such right under this Contract.
(a) Unless stated otherwise, all pricing is FOB, Shanghai, P. R. China. The pricing as listed on MOONS' UK's quotation is firm for the specified term of this Contract, excluding: (i) changes in raw material costs, (ii) inland transportation and (iii) exchange rate between the RMB Yuan and GBP/USD. If no price is shown on a purchase order between MOONS' UK and the Customer, the price will be the price last paid by the Customer to MOONS' UK, unless otherwise acknowledged in writing by MOONS' UK to the Customer within 10 days of receipt of the order. All prices are valid for 30 days from the date of quotation; no cash discount will be allowed unless otherwise specified by MOONS' UK. MOONS' UK may change payment terms at any time with or without notice. Interest on all past-due accounts shall accrue and be payable by the Customer to the MOONS' UK at the maximum interest rate allowed by law. MOONS' UK further agrees that receipt of the goods implies receipt of invoice. The Customer shall assume freight charges and risks of transportation, including (but not limited to) delay, damage, and loss unless otherwise specified by MOONS' UK. In the absence of specific instructions, MOONS' UK reserves the right to select a carrier and to specify the routing of all shipments. Shipment, delivery of goods, and/or performance of service shall, at all times, be subject to the approval of MOONS' UK's credit department. MOONS' UK may, at any time, decline to make any shipment or delivery or perform any service, except upon receipt of payment or upon terms and conditions or security satisfactory to MOONS' UK.
(b)The Customer acknowledges that the prices for goods and/or services stated by MOONS' UK are predicated on the enforceability of this Contract. Based on the "Limited Warranty and Returns" and "Limitation of Actions and Liability" provisions under this Contract, the price would be substantially higher if MOONS' UK could not limit its liability as stated herein and that the Customer accepts these provisions in exchange for such lower prices.
(c) The Customer shall be responsible for all taxes associated with the delivery and/or manufacture of the goods to the Customer. This shall include but not be limited to excise taxes, sales taxes and/or use taxes (if applicable). 9.2 Where services are provided on a time and materials basis: (a) the charges shall be calculated in accordance with the agreed daily or hourly fee rates, as set out in the specification, and (b) MOONS' UK shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom MOONS' UK engages in connection with the services, including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by MOONS' UK for the performance of the services, and for the cost of any materials. 9.3 Where services are provided for a fixed price, the price for the services shall be the amount set out in the specification as amended from time to time in accordance with clause 9.5 (a). The Customer shall pay the price to MOONS' UK in accordance with the specification. 9.4 MOONS' UK shall add VAT to its invoices at the appropriate rate. 9.5 MOONS' UK reserves the right to: (a) increase its standard daily or hourly fee rates for the charges for the services or the fixed price as set out in the specification, provided that such charges cannot be increased more than once in any 12-month period. MOONS’ UK will give the Customer written notice of any such increase one month before the proposed increase date. If such increase is not acceptable to the Customer, it shall notify MOONS' UK in writing within 2 weeks of the date of MOONS' UK's notice, and MOONS' UK shall have the right without limiting its other rights or remedies to terminate this Contract by giving two weeks' written notice to the Customer, and (b) increase the price of the goods by giving notice to the Customer at any time before delivery to reflect any increase in the cost of the goods to MOONS' UK that is due to: (i) any factor beyond the control of MOONS' UK (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs), (ii) any request by the Customer to change the delivery date(s), quantities or types of goods ordered, or the specification, or (iii) any delay caused by any instructions of the Customer with respect to the goods or failure of the Customer to give MOONS' UK adequate or accurate information or instructions with respect to the goods. 9.6 For goods, MOONS' UK shall invoice the Customer on, or at any time after, completion of delivery. For services, MOONS' UK shall invoice the Customer in accordance with the specifications. 9.7 The Customer shall pay each invoice submitted by MOONS' UK within 30 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by MOONS' UK. Time for payment shall be of the essence of this Contract. 9.8 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay MOONS' UK on the due date, MOONS' UK may: (a) charge interest on such sum from the due date for payment at the annual rate of 4% per cent above the base rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment, and (b) suspend all services until payment has been made in full. 9.9 The Customer shall pay all amounts due under this Contract in full without any deduction or withholding except as required by law, and the Customer shall not be entitled to assert any credit, set-off or counterclaim against MOONS' UK in order to justify withholding payment of any such amount in whole or in part. MOONS' UK may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by MOONS' UK to the Customer. 9.10 All sums payable to MOONS' UK under this Contract shall become due immediately on its termination, despite any other provision. This clause 9.10 is without prejudice to any right to claim for interest under the law or any such right under this Contract.
10. Intellectual property rights
10.1 All intellectual property rights in and arising out of or in connection with the services (including supplier materials) shall be owned by MOONS' UK. Subject to clause 10.2. MOONS' UK licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the services. If this Contract is terminated, this licence will automatically terminate. 10.2 The Customer acknowledges that, in respect of any third-party intellectual property rights in the services, the Customer's use of any such intellectual property rights is conditional on MOONS' UK obtaining a written licence from the relevant licensor on such terms as will entitle MOONS' UK to license such rights to the Customer. 10.3 The Customer grants to MOONS' UK a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to MOONS' UK for the term of this Contract for the purpose of providing the services to the Customer. 10.4 The Customer acknowledges that MOONS' UK is subject to the rules of Crown copyright. 10.5 The Customer agrees to be responsible for all claims against MOONS' UK and/or its affiliated companies for any alleged infringement of intellectual property (including but not limited to patents) rights for any goods and/or components manufactured by MOONS' UK and/or its affiliated companies to the Customer's specifications.
11. Data protection
11.1 The Customer acknowledges and agrees that the Customer's personal data will be processed by and on behalf of MOONS' UK and may be submitted by MOONS' UK to a credit reference agency. 11.2 Both parties will comply with all applicable requirements of the data protection legislation. This clause 11 is in addition to and does not relieve, remove or replace a party's obligations under the data protection legislation. 11.3 The Customer and MOONS' UK acknowledge that for the purposes of the data protection legislation, the Customer is the data controller, and MOONS' UK is the data processor. 11.4 Without prejudice to the generality of clause 11.2, the Customer will ensure that all necessary, appropriate consents and notices are in place to enable the lawful transfer of the personal data to MOONS' UK for the duration and purposes of this Contract. 11.5 Without prejudice to the generality of clause 11.2, MOONS' UK shall, in relation to any personal data processed in connection with the performance by MOONS' UK of its obligations under this Contract: (a) process that personal data only on the Customer's written instructions unless MOONS' UK is required by applicable laws to otherwise process that personal data. Where MOONS' UK is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, MOONS' UK shall promptly notify the Customer of this before performing the processing required by the applicable laws unless those applicable laws prohibit MOONS' UK from so notifying the Customer, (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it), (c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential, (d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled: (i) the Customer or MOONS' UK has provided appropriate safeguards in relation to the transfer, (ii) the data subject has enforceable rights and effective legal remedies, (iii) MOONS' UK complies with its obligations under the data protection legislation by providing an adequate level of protection to any personal data that is transferred and (iv) MOONS' UK complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of personal data, (e) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the data protection legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, (f) Notify the Customer without undue delay when becoming aware of a personal data breach. (g) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of this Contract unless required by applicable law to store the personal data, and (h) maintain complete and accurate records and information to demonstrate its compliance with clause 11. 11.6 Either party may, at any time on not less than 30 days' notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Contract). 11.7 The Customer acknowledges that MOONS' UK is reliant on the Customer for direction as to the extent to which MOONS' UK is entitled to use and process the personal data. Consequently, MOONS' UK will not be liable for any claim brought by a data subject arising from any action or omission by MOONS' UK to the extent that such action or omission resulted directly from the Customer's instructions.
12. Licences and consents
12.1 The Customer shall be solely responsible for ensuring that it has the necessary licences, consents, and permits from any third party, including any government or other authority, in order to procure the services and/or goods from MOONS' UK, including for the acquisition, carriage or use of the goods by the Customer, or for the carriage or handling of any samples submitted for testing to MOONS' UK. The Customer shall provide evidence of such licences, consents, and permits as applicable to MOONS' UK upon MOONS' UK's request. Failure to obtain such licences, consents or permits shall not entitle the Customer to withhold or delay payment due to MOONS' UK under this Contract. The Customer shall be liable for any additional expenses or charges incurred by MOONS' UK as a result of such failure by the Customer.
13. Confidentiality
13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Customers, clients or suppliers, technical or commercial know-how, specifications, inventions, processes or initiatives of the other party except as permitted by this clause 13. 13.2 Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under this Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13, and (b) as may be required by law (including under the Freedom of Information Act 2000 or under the Environmental Information Regulations 2004) to a court of competent jurisdiction or any governmental or regulatory authority. 13.3 MOONS' UK is required by laws and regulations to pass on any information it deems necessary for compliance to the appropriate authority. MOONS' UK reserves the right to disclose such information obtained in the course of this Contract. Wherever possible, the Customer will be advised of this disclosure. MOONS' UK may use the information generated in the course of this Contract for compliance purposes. 13.4 Except as set out in clause 13, neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this Contract.
14. Indemnity
14.1 The Customer shall keep MOONS' UK indemnified 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 MOONS' UK and/or its actual controllers, shareholders, officers, directors, employees, agents, subcontractors and/or affiliated companies (hereinafter as "MOONS' UK & Its Partners") as a result of or in connection with any third-party claim(s) against MOONS' UK & Its Partners from the use and/or resale of the goods by the Customer and/or by any and all third parties (including but not limited to the Customer's employees, agents, subcontractors and/or clients, and/or any end user of the goods and/or services hereof). By way of example only and not by way of limitation, the Customer shall indemnify MOONS' UK & Its Partners for any claims arising from the use of the goods in applications such as ventilators, medical products, personal mobility, vehicular and/or amusement equipment. 14.2 If MOONS' UK's goods are being used in an application directly associated with the human body, the related liability to human life is the Customer's full responsibility. The Customer agrees to design their application and use MOONS' UK's goods in such a way that damage or failure of the Customer's products and/or applications will not affect human life and/or health. The Customer hereby exonerates MOONS' UK & Its Partners from and against any and all claims, lawsuits, liabilities, damages, losses, costs and expenses (including but not limited to MOONS' UK & Its Partners' attorney's fees) arising from or in connection with any third party claim(s) against MOONS' UK & Its Partners arising from the Customer's use or resale of the Goods, or the use or resale of the Goods by any third party. By way of example only and not by way of limitation, the Customer shall exonerate MOONS' UK & Its Partners for any claims arising from the use of the Goods in applications such as ventilators, medical products, personal mobility, vehicular and/or amusement equipment. 14.3 This clause 14 shall survive termination of this Contract.
15. Limitation of liability: The customer's attention is particularly drawn to this clause
15.1 Nothing in these conditions shall limit or exclude MOONS' UK's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors,
(b) fraud or fraudulent misrepresentation,
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 and section 12 of the Sale of Goods Act 1979 (title and quiet possession). 15.2 Subject to clause 15.1 but notwithstanding anything to them contrary in these conditions:
(a) MOONS' UK shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(i) any loss of profit,
(ii) loss of sales or business.
(iii) loss of agreements or contracts,
(iv) loss of anticipated savings,
(v) loss of use or corruption of software, data or information,
(vi) loss or damage to goodwill and
(vii) any indirect or inconsequential loss arising under or in connection with this Contract, and
(b) MOONS' UK's total liability to the Customer in respect of all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the monies received by MOONS' UK under this Contract. 15.3 For the avoidance of doubt, in the event that MOONS' UK fails to perform its obligations and/or is delayed from performing its obligations under this Contract as a result of MOONS' UK's priorities and/or resources being re-diverted to respond to a public health emergency; such as a pandemic and/or epidemic. Such delay and/or failure shall be considered a force majeure event, and the provisions in clause 18.1 shall be applicable. 15.4 Except as set out in these conditions, all warranties, conditions and other terms expressed or implied by statute, common law or otherwise, including but not limited to the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, are, to the fullest extent permitted by law, excluded from this Contract. 15.5 LIMITED WARRANTY AND RETURNS. MOONS' UK warrants its goods and/or components against defects in materials and workmanship for a period of 12 months after the off-line date of production of such goods and/or components. The Customer must abide by the MOONS' UK Process of Returned Material Authorization (hereinafter as RMA) process. Upon request, the Customer must complete the RMA form provided to MOONS' UK. Goods provided by MOONS' UK are eligible for return only when accompanied by an RMA Approval in writing issued by MOONS' UK. Any goods modified and/or dissembled by the Customer cannot be returned. Standard goods or Web goods approved for return are subject to a restocking fee collected by MOONS' UK, which will be determined by MOONS' UK prior to such return. Pre-authorized returns can only be accepted 30 calendar days from the date of purchase. If a return is authorised, they will only be accepted 30 days from the date of authorisation of such return. The Customer is responsible for all costs associated with returning the product to MOONS' UK. 15.6 LIMITATIONS ON ACTIONS AND LIABILITY. THE STATUTE OF LIMITATIONS APPLICABLE TO ALL CLAIMS ARISING UNDER THIS AGREEMENT IS ONE YEAR FROM THE DATE OF PURCHASE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, MOONS' UK AND/OR ITS AFFILIATED COMPANIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS ARISING OUT OF THE PERFORMANCE, DELAYED PERFORMANCE OR BREACH OF PERFORMANCE OF THIS CONTRACT, REGARDLESS OF WHETHER SUCH LIABILITY BE CLAIMED IN CONTRACT, EQUITY, TORT OR OTHERWISE. MOONS' UK'S AND/OR ITS AFFILIATED COMPANIES' OBLIGATION IS (ARE) LIMITED SOLELY TO REPAIRING OR REPLACING (AT MOONS' UK'S OPTION), AT ITS APPROVED REPAIR FACILITY, ANY GOODS OR PARTS WHICH PROVE TO MOONS' UK'S SATISFACTION TO BE DEFECTIVE AS A RESULT OF DEFECTIVE MATERIALS OR WORKMANSHIP, IN ACCORDANCE WITH MOONS' UK AND/OR ITS AFFILIATED COMPANIES' STATED WARRANTY EVEN IN THE EVENT THAT THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL FAIL OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MOONS' UK AND/OR ITS AFFILIATED COMPANIES' LIABILITY SHALL EXCEED THE PRODUCT'S PURCHASE PRICE THAT GAVE RISE TO SUCH LIABILITY. 15.7 TOTAL LIABILITY LIMITATION. MOONS' UK'S TOTAL LIABILITY TO THE CUSTOMER ARISING OUT OF AND/OR RELATED TO THIS CONTRACT AND/OR ANY GOODS DELIVERED AND/OR SERVICES PROVIDED (BY MOONS' UK AND/OR ITS AFFILIATED COMPANIES) HEREUNDER SHALL IN NO EVENT EXCEED FIVE PERCENT (5%) OF THE TOTAL AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO MOONS' UK FOR THE PREVIOUS TWELVE (12) MONTHS PERIOD PRIOR TO THE DATE SUCH LIABILITY OCCURS ON. AND IN NO CASE SHALL MOONS' UK BE RESPONSIBLE FOR ANY AND ALL ACCIDENTAL LOSSES, REPUTATIONAL DAMAGES AND/OR ANTICIPATED BENEFIT LOSSES. 15.8 THE PROVISIONS OF CLAUSE 15 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE CONTRACT AND SHALL APPLY REGARDLESS OF THE BASIS OF THE CUSTOMER'S CLAIM, BE IT IN CONTRACT, WARRANTY, TORT OR OTHERWISE.
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors,
(b) fraud or fraudulent misrepresentation,
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 and section 12 of the Sale of Goods Act 1979 (title and quiet possession). 15.2 Subject to clause 15.1 but notwithstanding anything to them contrary in these conditions:
(a) MOONS' UK shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(i) any loss of profit,
(ii) loss of sales or business.
(iii) loss of agreements or contracts,
(iv) loss of anticipated savings,
(v) loss of use or corruption of software, data or information,
(vi) loss or damage to goodwill and
(vii) any indirect or inconsequential loss arising under or in connection with this Contract, and
(b) MOONS' UK's total liability to the Customer in respect of all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the monies received by MOONS' UK under this Contract. 15.3 For the avoidance of doubt, in the event that MOONS' UK fails to perform its obligations and/or is delayed from performing its obligations under this Contract as a result of MOONS' UK's priorities and/or resources being re-diverted to respond to a public health emergency; such as a pandemic and/or epidemic. Such delay and/or failure shall be considered a force majeure event, and the provisions in clause 18.1 shall be applicable. 15.4 Except as set out in these conditions, all warranties, conditions and other terms expressed or implied by statute, common law or otherwise, including but not limited to the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, are, to the fullest extent permitted by law, excluded from this Contract. 15.5 LIMITED WARRANTY AND RETURNS. MOONS' UK warrants its goods and/or components against defects in materials and workmanship for a period of 12 months after the off-line date of production of such goods and/or components. The Customer must abide by the MOONS' UK Process of Returned Material Authorization (hereinafter as RMA) process. Upon request, the Customer must complete the RMA form provided to MOONS' UK. Goods provided by MOONS' UK are eligible for return only when accompanied by an RMA Approval in writing issued by MOONS' UK. Any goods modified and/or dissembled by the Customer cannot be returned. Standard goods or Web goods approved for return are subject to a restocking fee collected by MOONS' UK, which will be determined by MOONS' UK prior to such return. Pre-authorized returns can only be accepted 30 calendar days from the date of purchase. If a return is authorised, they will only be accepted 30 days from the date of authorisation of such return. The Customer is responsible for all costs associated with returning the product to MOONS' UK. 15.6 LIMITATIONS ON ACTIONS AND LIABILITY. THE STATUTE OF LIMITATIONS APPLICABLE TO ALL CLAIMS ARISING UNDER THIS AGREEMENT IS ONE YEAR FROM THE DATE OF PURCHASE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, MOONS' UK AND/OR ITS AFFILIATED COMPANIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS ARISING OUT OF THE PERFORMANCE, DELAYED PERFORMANCE OR BREACH OF PERFORMANCE OF THIS CONTRACT, REGARDLESS OF WHETHER SUCH LIABILITY BE CLAIMED IN CONTRACT, EQUITY, TORT OR OTHERWISE. MOONS' UK'S AND/OR ITS AFFILIATED COMPANIES' OBLIGATION IS (ARE) LIMITED SOLELY TO REPAIRING OR REPLACING (AT MOONS' UK'S OPTION), AT ITS APPROVED REPAIR FACILITY, ANY GOODS OR PARTS WHICH PROVE TO MOONS' UK'S SATISFACTION TO BE DEFECTIVE AS A RESULT OF DEFECTIVE MATERIALS OR WORKMANSHIP, IN ACCORDANCE WITH MOONS' UK AND/OR ITS AFFILIATED COMPANIES' STATED WARRANTY EVEN IN THE EVENT THAT THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL FAIL OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MOONS' UK AND/OR ITS AFFILIATED COMPANIES' LIABILITY SHALL EXCEED THE PRODUCT'S PURCHASE PRICE THAT GAVE RISE TO SUCH LIABILITY. 15.7 TOTAL LIABILITY LIMITATION. MOONS' UK'S TOTAL LIABILITY TO THE CUSTOMER ARISING OUT OF AND/OR RELATED TO THIS CONTRACT AND/OR ANY GOODS DELIVERED AND/OR SERVICES PROVIDED (BY MOONS' UK AND/OR ITS AFFILIATED COMPANIES) HEREUNDER SHALL IN NO EVENT EXCEED FIVE PERCENT (5%) OF THE TOTAL AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO MOONS' UK FOR THE PREVIOUS TWELVE (12) MONTHS PERIOD PRIOR TO THE DATE SUCH LIABILITY OCCURS ON. AND IN NO CASE SHALL MOONS' UK BE RESPONSIBLE FOR ANY AND ALL ACCIDENTAL LOSSES, REPUTATIONAL DAMAGES AND/OR ANTICIPATED BENEFIT LOSSES. 15.8 THE PROVISIONS OF CLAUSE 15 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE CONTRACT AND SHALL APPLY REGARDLESS OF THE BASIS OF THE CUSTOMER'S CLAIM, BE IT IN CONTRACT, WARRANTY, TORT OR OTHERWISE.
16. Termination
16.1 Without limiting its other rights or remedies, each party may terminate this Contract with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 21 days after being notified in writing to make such payment or (b) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach; or (c) there is a change of control of the other party, or (d) the other party's financial position deteriorates to such an extent that, in the party's reasonable opinion, the other party's capability to fulfil its obligations under this Contract adequately has been placed in jeopardy.
17. Consequences of termination
17.1 On termination of this Contract: (a) the Customer shall immediately pay to MOONS' UK all of MOONS' UK's outstanding unpaid invoices and interest, and, in respect of services and goods supplied but for which no invoice has been submitted, MOONS' UK shall submit an invoice, which shall be payable by the Customer immediately on receipt, and (b) The Customer shall return all of the supplier materials and any deliverables or goods for which they have not been fully paid. If the Customer fails to do so, then MOONS' UK may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract. 17.2 Termination or expiry of this Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Contract, which existed at or before the date of termination or expiry. 17.3 Any provision of this Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
18. General
18.1 Force majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a force majeure event. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 months, the party not affected may terminate this agreement by giving 30 days written notice to the affected party. 18.2 Assignment and Subcontracting
(a) MOONS' UK may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Contract and may subcontract or delegate in any manner any or all of its obligations under this Contract to any third party. (b) The Customer shall not, without the prior written consent of MOONS' UK, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Contract. 18.3 Notices
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number or sent by email to the address communicated between the parties at the time of entering into this Contract. (b) Any notice or other communication shall be deemed to have been duly received if delivered personally when left at such address or, if sent by prepaid first-class post or recorded delivery, at 9am on the second business day after posting or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax or email, on the next business day after transmission. (c) This clause 18.3 shall not apply to the service of any proceedings or other documents in any legal action. 18.4 Waiver
A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy. 18.5 Severance
If any provision or part-provision of this 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 this Contract. 18.6 Compliance with laws
(a) In performing their respective obligations under this Contract, each party shall comply with all applicable laws.
(b) The Customer agrees to strictly comply with all applicable laws and regulations relating to the purchase, resale, exportation, transfer, assignment, disposal and/or use of the goods, especially export control and/or Sanction laws and regulations.
(c) The Customer acknowledges that the goods and any technical data related to the goods may be controlled for export by the U.S. Department of Commerce or Department of State and that such items may require authorisation prior to export from the United States or re-export. The Customer agrees that it will not export, re-export, or otherwise distribute the goods or any technical data related thereto in violation of any applicable export control laws or regulations of the United States.
(d) In any case, if any of these Terms and Conditions hereof and/or any agreements signed by MOONS' UK and the Customer violate any applicable export-control and/or sanction-related international conventions, laws, regulations and/or other administrative provisions by the United Nations and/or Sovereign states and/or authorities (including but not limited to the United States, the Europe Union, the United Kingdoms, P. R. China, et cetera), MOONS' UK shall not be bound by this Contract and will take any necessary and reasonable compliance actions according to the MOONS' UK's understanding of export-control and/or sanction compliance requirements only at the MOONS' UK's own discretion. All transactions between MOONS' UK and the Customer must be performed and executed under necessary governmental licences and/or permits accordingly. If the Customer receives the MOONS' UK's request, the Customer must submit all truthful, accurate and complete information and documents to the MOONS' UK to assist the MOONS' UK in effectively compliance with Applicable Laws and Regulations.
(e) The Customer must not sell or rent the Goods and/or Services supplied by MOONS' UK under this Contract directly or indirectly or provide the Goods and/or Services hereof in any other ways to any third party and/or end user who may use or have the opportunity or the incentive to use such Goods and/or Services for military purposes, is listed in the sanction list required by applicable laws and regulations, or is located and/or resided in any sanctioned countries and/or regions under applicable laws and regulations. In this Sub-clause, "the Goods" means any and all of the goods (including but not limited to any replacement part and/or component thereof) under this Contract and any technical books, documents, data and/or technical materials provided by the MOONS' UK to the Customer regardless of such supply being charged or for free. The "military purpose" hereof refers to the design, development, manufacture and/or use of any Weapons and/or Military Equipment, including but not limited to nuclear weapons, biological and chemical weapons, missiles, military vehicles (including but not limited to UAVs, drones), military platforms, firearms and/or ammunitions.
(f) The Customer shall not directly or indirectly export the "Goods" to any country and/or region that the UN Security Council has approved to issue an economic blockade order and/or be listed in any effective export-control or sanction order required by any applicable laws and regulations (especially, any transfer or export of the Goods and/or Services provided by the MOONS' UK to the Democratic People's Republic of Korea (DPRK), Iran, Syria, Cuba, Sudan, Russia and/or the disputed regions of Crimea, Zaporizhia, Kherson, Luhansk and/or Donetsk shall strictly comply with any and all applicable governmental licences).
(g) If any violation of this Sub-clause occurs, the Customer will be liable to MOONS' UK for any and all direct and/or indirect damages and/or losses of MOONS' UK (including but not limited to the asset impairment and/or depreciation of the raw materials, components and/or parts procured by the MOONS' UK or its technological effort and/or investment intended for the aforesaid Goods and/or Services); and MOONS' UK may immediately cancel and/or terminate this Contract without the need to be contractual responsible or legally liable to the Customer. Moreover, if MOONS' UK later finds that the Customer has made an abnormal end-use for military purpose or similar, or any halfway sale to the export-controlled and/or sanctioned end user, and/or evasion applicable laws and regulations, MOONS' UK shall not be responsible for executing any accepted contracts and/or orders between MOONS' UK and the Customer. 18.7 No partnership or agency
(a) Nothing in this Contract is intended to or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have the authority to act as an agent for or to bind the other party in any way.
(b) By entering into this Contract, MOONS' UK does not directly or indirectly endorse the Customer or any of the services or goods that the Customer may provide or trade in. The Customer will not in any way state or imply that this agreement is an endorsement of the Customer by MOONS' UK and/or its related parties. The Customer shall not use any MOONS' branding or logos unless specifically authorised to do so in writing by MOONS' UK and/or its related parties. 18.8 Entire agreement
(a) This 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.
(b) Each party acknowledges that in entering into this Contract, it does not rely on and shall have no remedies with respect to any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in this Contract. 18.9 Third parties
This Contract does not give rise to any rights under this Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Contract. 18.10 Variation
Except as set out in these conditions, variation of this Contract shall only be effective if it is agreed in writing and signed by the parties (or their authorised representatives). 18.11 Conflict
If there is an inconsistency between any of the provisions in this Contract and the goods and/or services specification or any terms and conditions issued by the Customer, the conditions in this Contract shall prevail. 18.12 Dispute resolution
(a) All disputes arising out of or in connection with this Contract shall, to the extent possible, be settled amicably by negotiation between the parties within 30 days from the date of written notice by either party of the existence of such a dispute. (b) If the dispute is not resolved in accordance with clause 18.12 (a), the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, a party must give written notice (alternative dispute resolution (ADR) notice) to the other party requesting the mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than 60 days after the date of the ADR notice. (c) No party may commence any court proceedings in relation to any dispute arising out of this Contract until it has attempted to settle the dispute by mediation and either the mediation has terminated, or the other party has failed to participate in the mediation, provided that a delay does not prejudice the right to issue proceedings. 18.13 Governing law and jurisdiction
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a force majeure event. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 months, the party not affected may terminate this agreement by giving 30 days written notice to the affected party. 18.2 Assignment and Subcontracting
(a) MOONS' UK may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Contract and may subcontract or delegate in any manner any or all of its obligations under this Contract to any third party. (b) The Customer shall not, without the prior written consent of MOONS' UK, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Contract. 18.3 Notices
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number or sent by email to the address communicated between the parties at the time of entering into this Contract. (b) Any notice or other communication shall be deemed to have been duly received if delivered personally when left at such address or, if sent by prepaid first-class post or recorded delivery, at 9am on the second business day after posting or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax or email, on the next business day after transmission. (c) This clause 18.3 shall not apply to the service of any proceedings or other documents in any legal action. 18.4 Waiver
A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy. 18.5 Severance
If any provision or part-provision of this 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 this Contract. 18.6 Compliance with laws
(a) In performing their respective obligations under this Contract, each party shall comply with all applicable laws.
(b) The Customer agrees to strictly comply with all applicable laws and regulations relating to the purchase, resale, exportation, transfer, assignment, disposal and/or use of the goods, especially export control and/or Sanction laws and regulations.
(c) The Customer acknowledges that the goods and any technical data related to the goods may be controlled for export by the U.S. Department of Commerce or Department of State and that such items may require authorisation prior to export from the United States or re-export. The Customer agrees that it will not export, re-export, or otherwise distribute the goods or any technical data related thereto in violation of any applicable export control laws or regulations of the United States.
(d) In any case, if any of these Terms and Conditions hereof and/or any agreements signed by MOONS' UK and the Customer violate any applicable export-control and/or sanction-related international conventions, laws, regulations and/or other administrative provisions by the United Nations and/or Sovereign states and/or authorities (including but not limited to the United States, the Europe Union, the United Kingdoms, P. R. China, et cetera), MOONS' UK shall not be bound by this Contract and will take any necessary and reasonable compliance actions according to the MOONS' UK's understanding of export-control and/or sanction compliance requirements only at the MOONS' UK's own discretion. All transactions between MOONS' UK and the Customer must be performed and executed under necessary governmental licences and/or permits accordingly. If the Customer receives the MOONS' UK's request, the Customer must submit all truthful, accurate and complete information and documents to the MOONS' UK to assist the MOONS' UK in effectively compliance with Applicable Laws and Regulations.
(e) The Customer must not sell or rent the Goods and/or Services supplied by MOONS' UK under this Contract directly or indirectly or provide the Goods and/or Services hereof in any other ways to any third party and/or end user who may use or have the opportunity or the incentive to use such Goods and/or Services for military purposes, is listed in the sanction list required by applicable laws and regulations, or is located and/or resided in any sanctioned countries and/or regions under applicable laws and regulations. In this Sub-clause, "the Goods" means any and all of the goods (including but not limited to any replacement part and/or component thereof) under this Contract and any technical books, documents, data and/or technical materials provided by the MOONS' UK to the Customer regardless of such supply being charged or for free. The "military purpose" hereof refers to the design, development, manufacture and/or use of any Weapons and/or Military Equipment, including but not limited to nuclear weapons, biological and chemical weapons, missiles, military vehicles (including but not limited to UAVs, drones), military platforms, firearms and/or ammunitions.
(f) The Customer shall not directly or indirectly export the "Goods" to any country and/or region that the UN Security Council has approved to issue an economic blockade order and/or be listed in any effective export-control or sanction order required by any applicable laws and regulations (especially, any transfer or export of the Goods and/or Services provided by the MOONS' UK to the Democratic People's Republic of Korea (DPRK), Iran, Syria, Cuba, Sudan, Russia and/or the disputed regions of Crimea, Zaporizhia, Kherson, Luhansk and/or Donetsk shall strictly comply with any and all applicable governmental licences).
(g) If any violation of this Sub-clause occurs, the Customer will be liable to MOONS' UK for any and all direct and/or indirect damages and/or losses of MOONS' UK (including but not limited to the asset impairment and/or depreciation of the raw materials, components and/or parts procured by the MOONS' UK or its technological effort and/or investment intended for the aforesaid Goods and/or Services); and MOONS' UK may immediately cancel and/or terminate this Contract without the need to be contractual responsible or legally liable to the Customer. Moreover, if MOONS' UK later finds that the Customer has made an abnormal end-use for military purpose or similar, or any halfway sale to the export-controlled and/or sanctioned end user, and/or evasion applicable laws and regulations, MOONS' UK shall not be responsible for executing any accepted contracts and/or orders between MOONS' UK and the Customer. 18.7 No partnership or agency
(a) Nothing in this Contract is intended to or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have the authority to act as an agent for or to bind the other party in any way.
(b) By entering into this Contract, MOONS' UK does not directly or indirectly endorse the Customer or any of the services or goods that the Customer may provide or trade in. The Customer will not in any way state or imply that this agreement is an endorsement of the Customer by MOONS' UK and/or its related parties. The Customer shall not use any MOONS' branding or logos unless specifically authorised to do so in writing by MOONS' UK and/or its related parties. 18.8 Entire agreement
(a) This 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.
(b) Each party acknowledges that in entering into this Contract, it does not rely on and shall have no remedies with respect to any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in this Contract. 18.9 Third parties
This Contract does not give rise to any rights under this Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Contract. 18.10 Variation
Except as set out in these conditions, variation of this Contract shall only be effective if it is agreed in writing and signed by the parties (or their authorised representatives). 18.11 Conflict
If there is an inconsistency between any of the provisions in this Contract and the goods and/or services specification or any terms and conditions issued by the Customer, the conditions in this Contract shall prevail. 18.12 Dispute resolution
(a) All disputes arising out of or in connection with this Contract shall, to the extent possible, be settled amicably by negotiation between the parties within 30 days from the date of written notice by either party of the existence of such a dispute. (b) If the dispute is not resolved in accordance with clause 18.12 (a), the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, a party must give written notice (alternative dispute resolution (ADR) notice) to the other party requesting the mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than 60 days after the date of the ADR notice. (c) No party may commence any court proceedings in relation to any dispute arising out of this Contract until it has attempted to settle the dispute by mediation and either the mediation has terminated, or the other party has failed to participate in the mediation, provided that a delay does not prejudice the right to issue proceedings. 18.13 Governing law and jurisdiction
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.