LEY RUBBER LIMITED

STANDARD TERMS AND CONDITIONS OF SALE

Applicable to sales by Ley Rubber Limited, including sales under the COH Baines trading name

Version: May 2026

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms the following expressions shall have the following meanings:

"Business Day" means a day other than a Saturday, Sunday or public holiday in England and Wales.

"You / Your" means the person, firm, company or organisation purchasing or agreeing to purchase the Goods from Us.

"We / Us / Our" means Ley Rubber Limited, a company registered in England and Wales under company number 00570136, whose registered office is at Polymer House, Admin Road, Knowsley Industrial Park, Liverpool, L33 7TZ, whether selling under its own name or under the COH Baines trading name. Ley Holdings Limited is the holding company only and is not a trading or contracting party to any Contract unless expressly named as such in writing.

"Goods" means the goods, products, components, materials, parts or items supplied by Us, including any instalment, part delivery, sample, prototype, first article, Made-to-Order Goods or Stock Goods.

"Contract" means any contract between You and Us for the sale or supply of Goods incorporating these Terms.

"Made-to-Order Goods" means Goods manufactured, extruded, moulded, cut, fabricated, processed, converted, sourced specially, customised, packed, labelled or otherwise produced specifically for You or to Your order, requirement, schedule, call-off, drawing, sample or Specification.

"Stock Goods" means standard stock Goods supplied by Us which are not Made-to-Order Goods.

"Specification" means any specification, drawing, tolerance, sample, material requirement, compound requirement, profile, dimensions, quality standard, performance criterion, approval requirement, test requirement, certificate requirement, regulatory requirement or other technical or commercial requirement applicable to the Goods.

"Tooling" means any moulds, dies, tools, fixtures, jigs, formers, mandrels, carriers, patterns, gauges, equipment or similar items used or required for the manufacture or supply of the Goods.

"Intellectual Property Rights" means patents, trade marks, design rights, copyright, database rights, rights in confidential information, know-how, trade secrets, drawings, specifications, processes and all similar rights, whether registered or unregistered.

"Incoterms" means the International Chamber of Commerce Incoterms in force at the date of the Contract.

1.2 Headings are for convenience only and shall not affect interpretation.

1.3 References to writing include email unless expressly stated otherwise.

2. BASIS OF CONTRACT AND ORDER OF PRECEDENCE

2.1 These Terms apply to all business-to-business sales by Us and do not apply where You are acting as a consumer.

2.2 The Contract is formed only when We issue written acceptance of Your order, You accept Our quotation, We issue an order acknowledgement, or We otherwise commence performance of the order.

2.3 These Terms apply to the exclusion of all other terms, including any terms contained in or referred to in Your purchase order, portal, tender, acceptance, acknowledgement, call-off, specification, delivery instruction, email, invoice process, goods receipt process or other document.

2.4 No variation, waiver or acceptance of Your terms shall be effective unless expressly agreed in writing by an authorised representative of Ours and specifically states that it varies these Terms.

2.5 If there is any conflict, the following order of precedence shall apply: (a) any special terms expressly agreed in writing by Us for the relevant Contract; (b) Our quotation or order acknowledgement; (c) these Terms; and (d) the commercial details of Your order, but only as to quantity, product, price and delivery details accepted by Us. Your standard terms shall not apply.

2.6 Any quotation is an invitation to treat and shall not constitute an offer capable of acceptance unless expressly stated otherwise. Quotations may be withdrawn at any time before acceptance and shall expire after 30 days unless otherwise stated in writing.

2.7 You acknowledge that You have not relied on any representation, warranty, statement, advice or recommendation not expressly set out in the Contract, save for fraudulent misrepresentation.

2.8 Any typographical, clerical, pricing, calculation, description or other error or omission in any quotation, price list, acknowledgement, invoice, sales literature, website, email or other document issued by Us may be corrected by Us without liability. We shall not be bound by any obvious pricing, specification, quantity, lead time or clerical error.

3. ORDERS, SPECIFICATIONS, TOLERANCES AND CUSTOMER RESPONSIBILITY

3.1 You are responsible for ensuring the accuracy, completeness and adequacy of all orders, Specifications, drawings, samples, material requirements, tolerances, performance criteria, application requirements, regulatory requirements and other information supplied by You.

3.2 You must notify Us before quotation of any customer-specific tolerances, quality standards, PPAP, ISIR, first-article approval, batch traceability, certification, test reporting, OEM, automotive, aerospace, medical, food-contact, safety-critical or regulatory requirements. Unless expressly accepted by Us in writing, such requirements shall not form part of the Contract.

3.3 Unless a specific tolerance or standard is expressly stated in Our quotation, order acknowledgement or written Specification, the Goods shall be manufactured and supplied to Our standard commercial manufacturing tolerances and inspection standards, applying relevant British, ISO or industry standards where applicable and reasonably achievable for the material, compound, profile, product and manufacturing process concerned.

3.4 We shall not be bound by any unusually tight, customer-specific, application-specific or retrospective tolerance unless it has been expressly accepted by Us in writing and priced accordingly. Where a requested tolerance is not reasonably achievable through the agreed material, compound, Tooling or process, We may revise the price, Tooling, process, lead time or Specification, or decline to supply.

3.5 Where We assist with or recommend material, compound, profile, Tooling, design or process selection based on information, drawings, samples, stated requirements or intended use supplied by You, such assistance is based on the information provided by You and on reasonable commercial judgement. Unless We expressly warrant a particular end-use performance in writing, You remain responsible for approving the Specification and for confirming suitability, fitness for purpose, validation, testing, regulatory compliance and end-use performance of the Goods.

3.6 Where Goods are manufactured, matched or developed from a sample, We shall use reasonable commercial efforts to match the sample, but the sample shall not impose an exact match, fitness for purpose warranty or sale by sample unless expressly agreed in writing. You are responsible for ensuring the sample is representative of Your requirements and intended use.

3.7 Any certificates of conformity, material certificates, test reports, inspection reports, PPAP, ISIR, FAI, IMDS, batch traceability, shelf-life controls, special packaging or other quality documentation shall only be supplied where expressly agreed in writing and may be subject to additional charges.

3.8 Where Goods are manufactured or processed in accordance with Your Specification, You shall indemnify Us in full against all losses, costs, damages, expenses and claims arising from infringement of third-party Intellectual Property Rights or from defects, failures, non-compliance or losses attributable to that Specification.

4. CANCELLATION, DEFERRAL AND CUSTOMER CHANGES

4.1 No order, blanket order, call-off, release, schedule or other commitment may be cancelled, deferred, reduced, rescheduled or changed by You without Our prior written consent.

4.2 Where We agree to any cancellation, deferral, reduction, rescheduling or change, You shall pay all costs and liabilities incurred or committed by Us, including finished Goods, work in progress, dedicated materials, bought-in goods, Tooling, design and development work, supplier cancellation charges, restocking charges, storage, labour, overheads, administrative costs, reserved capacity and non-cancellable commitments.

4.3 In addition to clause 4.2, You shall pay a cancellation and disruption charge equal to 10% of the price of the cancelled, deferred, reduced or rescheduled Goods, which the parties agree is a genuine pre-estimate of disruption, administration and lost production opportunity. This shall not limit Our right to recover any greater loss where legally recoverable.

4.4 Where We have ordered materials, committed supplier capacity, manufactured Goods, created work in progress or reserved production capacity specifically for You, You may not avoid liability by cancelling, deferring, reducing or failing to call off the Goods.

5. PRICES

5.1 Prices are as stated in Our quotation or order acknowledgement and are valid for 30 days unless otherwise stated in writing.

5.2 We may increase prices to reflect increases in costs beyond Our reasonable control, including materials, compounds, bought-in goods, labour, energy, transport, packaging, insurance, exchange rates, duties, tariffs, taxes, regulatory changes, supplier increases, minimum wage increases or changes requested by You.

5.3 Unless expressly stated in writing as fixed for specific delivery dates, prices for blanket orders, scheduled orders, forecasts, call-offs, phased deliveries and any order extending beyond the original quoted delivery period are subject to review and may be increased for Goods not yet delivered to reflect Our prevailing prices and cost increases at the time of delivery.

5.4 A price stated on an order, quotation or acknowledgement shall not prevent Us from applying a reasonable and proportionate price increase to undelivered Goods where, before delivery, Our costs increase materially or the delivery is delayed, deferred, rescheduled or otherwise changed by You.

5.5 If You object to a price increase for future undelivered Goods, We may cancel the uncommitted balance of the order without liability. This shall not affect Your liability for Goods delivered, Goods manufactured, work in progress, materials purchased or allocated, Tooling, supplier commitments, reserved capacity, storage or other costs incurred by Us before cancellation.

5.6 All prices are exclusive of VAT and any other applicable taxes, duties, levies or charges.

5.7 Unless otherwise agreed in writing, prices are ex works (Incoterms), and You shall pay all transport, packaging, insurance, export, import, customs and delivery charges.

6. PAYMENT TERMS AND CREDIT CONTROL

6.1 We may invoice on or at any time after delivery, collection, deemed delivery, notification that Goods are ready for delivery or collection, completion of any agreed stage, or Your failure to take delivery or collection when due.

6.2 Unless otherwise agreed in writing, payment is due 30 days from the end of the month of invoice. Time for payment is of the essence.

6.3 Payment shall be made in cleared funds without set-off, deduction, counterclaim or withholding.

6.4 We may set, vary, reduce, suspend or withdraw any credit limit or credit terms at Our sole discretion at any time.

6.5 We may require payment in advance, payment on delivery, deposits, staged payments, direct debit, payment by cleared funds, a parent company guarantee, letter of credit, credit insurance approval or other payment security at any time.

6.6 No payment shall be deemed received until We have received cleared funds. We may apply payments received from You to any sums owed by You in such order as We determine, regardless of any remittance advice or allocation requested by You.

6.7 Where Goods are delivered in instalments, We may invoice each instalment separately and You shall pay for each instalment notwithstanding any non-delivery or alleged defect in any other instalment.

6.8 If You fail to pay any sum when due, all outstanding sums owed by You to Us on any account shall become immediately due and payable.

7. LATE PAYMENT, COMMERCIAL DEBTS AND RECOVERY

7.1 To the extent permitted by law, interest shall accrue on overdue sums at a rate equal to the higher of: (a) the statutory interest rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998; or (b) 1.5% per month compounded monthly, both before and after judgment.

7.2 We shall be entitled to statutory fixed compensation and reasonable recovery costs under applicable late payment legislation where available.

7.3 You shall pay all reasonable costs of recovery, including legal fees, debt collection fees, tracing costs, court fees, enforcement fees and internal administrative costs.

7.4 We may, without liability, suspend manufacture or delivery of Goods, suspend release or use of Tooling, suspend credit, withdraw discounts or rebates, and/or require payment in advance until all sums due are paid in full.

7.5 Any default under one Contract shall constitute a default under all Contracts between the parties, and We may exercise Our rights in respect of any or all Contracts.

8. DELIVERY, CALL-OFFS, FORECASTS AND QUANTITY TOLERANCE

8.1 Delivery dates and lead times are estimates only. Time for delivery shall not be of the essence unless expressly agreed in writing by Us.

8.2 Any quoted lead time begins only when We have received all information, drawings, samples, approvals, Specifications, Tooling, materials and cleared payments required from You.

8.3 We may deliver the Goods in instalments, each constituting a separate Contract.

8.4 Forecasts, schedules, blanket orders and call-off projections provided by You shall not bind Us as to delivery, capacity, price or availability unless expressly accepted by Us in writing. However, where You provide a forecast, schedule, blanket order, call-off, release, authorisation or other indication on which We reasonably rely, You shall be liable for finished Goods, work in progress, dedicated materials, bought-in goods, reserved capacity, Tooling, supplier commitments, storage, labour, overheads and all other reasonable costs incurred by Us in reliance on it.

8.5 Forecasts, schedules, blanket orders, call-offs and phased deliveries are subject to price review in accordance with clause 5 and shall not fix prices for future deliveries unless expressly stated in writing by Us.

8.6 Where Made-to-Order Goods are produced against a blanket order, schedule, forecast or call-off arrangement, You shall call off and take delivery within the agreed period or, if no period is agreed, within 12 months of the Goods or materials first being available. If You fail to do so, We may invoice, store, dispose of or otherwise deal with the Goods and materials in accordance with these Terms.

8.7 For Made-to-Order Goods only, unless expressly agreed otherwise in writing, We may deliver and invoice up to 10% more or 10% less than the quantity ordered by quantity, weight or value. You shall accept and pay for the actual quantity delivered at the Contract rate.

8.8 Samples, prototypes and first articles are supplied for approval purposes only and do not constitute a sale by sample unless expressly agreed in writing. If You approve a sample, prototype or first article, Goods subsequently manufactured to materially match that approved item shall be deemed to comply with the approved requirement, subject to any expressly agreed tolerance.

9. INSPECTION, ACCEPTANCE AND RETURNS

9.1 You shall inspect the Goods promptly on delivery or collection.

9.2 Visible damage, shortage, wrong Goods or delivery errors must be notified to Us in writing within 7 days of delivery or collection, giving full details and retaining all Goods and packaging for inspection.

9.3 Defects not reasonably apparent on inspection must be notified to Us in writing within 7 days of discovery and in any event no later than 3 months from delivery, unless a longer written warranty period has been expressly agreed by Us.

9.4 We shall have no liability for any claim unless We are given a reasonable opportunity to inspect the Goods before they are used, installed, cut, processed, modified, resold, tested destructively or incorporated into other goods.

9.5 If You fail to notify Us within the periods stated above, the Goods shall be deemed accepted and You shall not be entitled to reject them.

9.6 No Goods may be returned without Our prior written consent and a return authorisation. Made-to-Order Goods may not be returned unless defective and accepted by Us as defective.

9.7 Approved returns of non-defective Stock Goods shall be at Your cost, must be securely packed, must quote the relevant delivery note or invoice number, and shall be subject to a 10% handling charge unless otherwise agreed in writing.

9.8 Where We accept that Goods are defective, damaged, short-delivered or wrongly supplied and You have complied with these Terms, We may at Our option repair, replace, reprocess, make up the shortfall, refund or credit the price of the affected Goods or a proportionate part of the price.

9.9 The remedies set out in this clause are Your sole and exclusive remedies in respect of defective, damaged, short-delivered or wrongly supplied Goods, subject always to clause 16.1.

10. FAILURE TO TAKE DELIVERY OR COLLECTION

10.1 If You fail to take delivery or collection of the Goods when they are ready, or if delivery is delayed due to Your act, omission or failure to provide instructions, documents, approvals, payment or information, delivery shall be deemed to have taken place when We notify You that the Goods are ready for delivery or collection.

10.2 From the deemed delivery date, risk in the Goods shall pass to You and We may invoice You for the Goods.

10.3 We may store the Goods at Your risk and expense and charge reasonable storage, insurance, handling and administration costs until actual delivery or collection.

10.4 If You fail to take delivery or collection within a reasonable time, We may, after giving reasonable notice where practicable, sell, recycle, scrap or otherwise dispose of the Goods and recover from You any shortfall below the Contract price together with all related costs, without prejudice to any other rights We may have.

11. EXPORT TERMS

11.1 Where Goods are supplied for export from the United Kingdom, this clause applies in addition to the rest of these Terms.

11.2 You are responsible for complying with all laws and regulations governing importation, customs clearance, use, resale, export, re-export, sanctions and trade controls in the country of destination and any other relevant jurisdiction.

11.3 You shall be responsible for obtaining all import licences, permits, approvals, registrations and authorisations and for paying all customs duties, tariffs, taxes, levies, fees and charges relating to the Goods.

11.4 Unless otherwise agreed in writing, Goods supplied for export shall be supplied ex works (Incoterms). Any agreed alternative Incoterm shall apply only to the extent expressly stated in writing and these Terms shall prevail in the event of conflict.

11.5 You shall be responsible for arranging any testing or inspection required before shipment unless expressly agreed otherwise in writing. We shall have no liability for any defect which would have been apparent on reasonable inspection before shipment, or for damage, delay, loss or non-compliance arising after risk has passed.

11.6 We may require payment in advance, confirmed irrevocable letter of credit, export credit insurance approval or other payment security before accepting or performing any export order.

12. RISK AND TITLE IN GOODS

12.1 Risk in the Goods shall pass to You on delivery, collection, deemed delivery or when the Goods are made available for collection, whichever occurs first.

12.2 Title to the Goods shall not pass until all sums owed by You to Us on any account have been paid in full in cleared funds.

12.3 Until title passes, You shall hold the Goods as Our fiduciary agent and bailee, store them separately and clearly identified as Our property where reasonably practicable, keep them in good condition, insure them for their full replacement value, and hold any proceeds of sale on trust for Us.

12.4 You may resell or use the Goods in the ordinary course of business before title passes, provided that this permission shall automatically end if You fail to pay any sum due, become insolvent, breach the Contract or We notify You that the permission is withdrawn.

12.5 If the Goods are processed, mixed, converted or incorporated into other goods before title passes, We shall, to the fullest extent permitted by law, retain title or acquire a proportionate interest in the resulting goods and/or the proceeds of sale to the extent necessary to secure all sums owed to Us.

12.6 We may enter Your premises or any premises where the Goods are stored to inspect, repossess or recover Goods or proceeds where payment has not been made, and You shall procure access for Us where the Goods are held by a third party.

13. TOOLING, TITLE, LIEN AND ENFORCEMENT

13.1 Title to all Tooling shall remain with Us unless and until expressly transferred to You in writing and subject to payment in full of all sums due to Us on any account.

13.2 Any tooling charge, contribution, part-payment, design fee, development fee or setup charge paid by You shall be non-refundable and shall not confer ownership, possession, transfer, release or other rights in the Tooling unless expressly agreed in writing.

13.3 We shall have a general and particular lien over all Tooling, including customer-specific or customer-dedicated Tooling, for any unpaid sums due from You, whether relating to the Tooling or otherwise.

13.4 In the event of late payment, non-payment, breach of Contract or insolvency, We may without liability refuse to release Tooling, suspend use of Tooling, reclaim possession of Tooling, retain Tooling until all sums due are paid in full, and exercise Our lien rights in accordance with law.

13.5 Any right You may have to possession, release, transfer or use of Tooling shall be automatically suspended upon late payment, non-payment, breach of Contract or insolvency.

13.6 We shall not be required to release, return or transfer Tooling unless and until all sums owed by You to Us on any account have been paid in full, notwithstanding termination, expiry or completion of the Contract.

13.7 Where Tooling is customer-specific and expressly dedicated exclusively to You, We shall not use that physical Tooling to manufacture goods for third parties while the exclusivity applies. Standard, stock, generic, development, experimental or internally owned Tooling is not exclusive unless expressly agreed in writing.

13.8 Nothing in these Terms prevents Us from developing, manufacturing, owning or using the same or similar tooling, design, profile, process, compound or specification for third parties, provided that We do not unlawfully disclose Your confidential information.

13.9 Tooling is a manufacturing item and may wear, deteriorate, require maintenance, require refurbishment or require replacement. Unless expressly agreed otherwise in writing, You shall pay reasonable storage, maintenance, repair, refurbishment, replacement and insurance costs for Tooling where such costs are notified to You or are reasonably incurred by Us.

13.10 Where title to Tooling has not transferred to You, Tooling not used for three years may be destroyed, recycled, repurposed, adapted, retained, sold or otherwise disposed of at Our discretion without liability. We may also charge storage costs for Tooling not used for more than one year. Where reasonably practicable, We will use reasonable efforts to notify You before disposal.

14. INTELLECTUAL PROPERTY

14.1 All Intellectual Property Rights in designs, drawings, Tooling designs, manufacturing methods, processes, know-how, compounds, improvements, developments, technical solutions and other materials created or developed by Us shall remain owned by Us unless expressly assigned in writing.

14.2 You grant Us a non-exclusive, royalty-free licence to use any drawings, samples, designs, Specifications, information and materials supplied by You for the purpose of quoting for, manufacturing and supplying the Goods and performing the Contract.

14.3 You warrant that Our use of any drawings, samples, designs, Specifications, information or materials supplied by You will not infringe the Intellectual Property Rights or other rights of any third party.

14.4 Nothing in the Contract prevents Us from using Our general manufacturing knowledge, experience, skills, processes, methods or know-how in the ordinary course of Our business.

15. WARRANTIES

15.1 We warrant that the Goods shall materially comply with the Specification expressly accepted by Us in writing at the time of delivery.

15.2 Minor dimensional, cosmetic, colour, finish, compound, batch, weight, cure, hardness, packaging or other variations within Our standard commercial tolerances, accepted manufacturing tolerances, industry tolerances or relevant applicable standards shall not constitute defects.

15.3 We shall have no liability for defects, failure, loss or non-compliance arising from: (a) any Specification, drawing, sample, material, tolerance or requirement supplied by You; (b) fair wear and tear; (c) inappropriate storage, handling, installation, use, processing or application; (d) wilful damage, negligence or abnormal working conditions; (e) failure to follow Our instructions or recommendations; (f) alteration, repair, modification or incorporation without Our approval; (g) unsuitable end-use, environment or application; or (h) parts, materials or equipment not manufactured by Us.

15.4 We do not warrant that the Goods are fit for any particular purpose, application, environment or end use unless expressly warranted by Us in writing.

15.5 All other warranties, conditions or terms implied by statute or common law are excluded to the fullest extent permitted by law.

16. LIABILITY

16.1 Nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.

16.2 Subject to clause 16.1, Our total liability arising out of or in connection with the Contract, whether in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the price paid for the Goods giving rise to the claim.

16.3 Subject to clause 16.1, We shall not be liable for loss of profit, loss of business, loss of contracts, loss of revenue, loss of anticipated savings, loss of goodwill, production downtime, line stoppage, product recalls or withdrawals, testing, validation or re-certification costs, loss or corruption of data, liabilities assumed by You towards third parties, indirect losses or consequential losses.

16.4 Nothing in these Terms limits Your obligation to pay the price, cancellation costs, storage costs, Tooling costs, recovery costs, interest or any other sums due to Us.

17. TERMINATION, ADEQUATE ASSURANCE AND INSOLVENCY

17.1 We may suspend performance, withhold delivery, cancel undelivered Goods or terminate the Contract immediately by written notice if You fail to pay any sum due, breach the Contract, fail to take delivery, exceed or lose credit approval, become insolvent, cease or threaten to cease trading, or if We reasonably believe that Your ability to perform Your obligations is impaired.

17.2 Where We reasonably believe that Your ability to pay or perform is impaired, We may require adequate assurance of payment and performance. If such assurance is not provided within a reasonable time, We may suspend or terminate without liability.

17.3 In the event of insolvency, administration, liquidation, appointment of a receiver, moratorium, restructuring plan, winding-up petition, bankruptcy or any analogous event, We shall be entitled to immediate access to any premises where Goods or Tooling are located for inspection, securing, removal or recovery.

17.4 We may terminate the Contract for convenience on 30 days written notice.

17.5 Termination, cancellation, expiry or suspension shall not affect Your liability to pay for Goods delivered, Goods manufactured, work in progress, materials purchased or allocated, Tooling, reserved capacity, storage, supplier commitments, non-cancellable commitments, cancellation costs, interest and all other sums due or incurred before or as a result of termination.

18. FORCE MAJEURE

18.1 Neither party shall be liable for failure or delay caused by events beyond reasonable control, including acts of God, fire, flood, explosion, epidemic, pandemic, war, terrorism, civil unrest, strikes, lock-outs, labour shortages, transport disruption, supplier failure, material shortages, energy shortages, breakdown, cyber incident, import or export restrictions, sanctions, government action or regulatory change.

18.2 If a force majeure event continues for three months, We may terminate the affected Contract without liability, save that You shall remain liable for Goods delivered, Goods manufactured, work in progress, materials purchased or allocated, Tooling and non-cancellable commitments incurred before termination.

19. CONFIDENTIALITY AND COMPLIANCE

19.1 All technical, commercial, pricing, manufacturing, process, compound, design, Tooling and business information disclosed by Us shall be treated as confidential and shall not be disclosed or used except for the purpose of performing the Contract.

19.2 The confidentiality obligation shall not apply to information which is public other than through breach of the Contract, already lawfully known by the receiving party, independently developed without use of confidential information, or required to be disclosed by law or a competent authority.

19.3 You warrant that You shall comply with all applicable laws and regulations, including the Bribery Act 2010, Modern Slavery Act 2015, export control laws, trade sanctions, customs laws, health and safety laws and environmental laws.

19.4 You shall not resell, export, re-export, transfer or use the Goods in breach of any applicable export control, sanctions or customs regime.

20. ASSIGNMENT AND SUBCONTRACTING

20.1 We may assign, transfer, subcontract or delegate any of Our rights or obligations under the Contract.

20.2 You may not assign, transfer, subcontract or delegate any rights or obligations without Our prior written consent.

21. NOTICES

21.1 Any notice under these Terms shall be in writing and may be delivered by hand, sent by pre-paid first class post, recorded delivery, courier, or email to the address or email address most recently notified by the receiving party for contractual notices.

21.2 A notice delivered by hand shall be deemed received when delivered. A notice sent by pre-paid first class post to a UK address shall be deemed received two Business Days after posting. A notice sent by courier shall be deemed received when signed for or recorded as delivered.

21.3 A notice sent by email shall be deemed received when sent, provided no bounce-back or delivery failure is received, if sent before 4.00 pm on a Business Day, or otherwise at 9.00 am on the next Business Day.

21.4 Notices relating to legal proceedings shall not be validly served by email unless expressly permitted by law or agreed in writing.

21.5 Nothing in this clause allows You to cancel, defer, reduce or reschedule any order, call-off or commitment without paying the sums due under clauses 4, 5, 8, 10 and 17.5 where applicable.

22. GENERAL

22.1 These Terms, together with the quotation, order acknowledgement and any written special terms agreed by Us, constitute the entire agreement between the parties.

22.2 If any provision is invalid, illegal or unenforceable, the remainder shall remain in full force and effect.

22.3 No delay or failure by Us to exercise any right shall constitute a waiver of that right.

22.4 No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

22.5 In the event of conflict, these Terms shall prevail over any terms supplied by You unless We expressly agree otherwise in writing and refer specifically to the conflicting provision.

23. GOVERNING LAW AND JURISDICTION

23.1 The Contract and any dispute or claim arising out of or in connection with it shall be governed by English law.

23.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE 1 - SAFETY-CRITICAL / OEM / AUTOMOTIVE / MEDICAL ADDENDUM

This Addendum applies where Goods are supplied, or are known or intended by You to be used, for safety-critical, regulated, OEM, automotive, aerospace, rail, defence, medical, healthcare, food-contact or other high-risk applications.

S1.1 You must notify Us in writing before quotation if Goods are intended for any application covered by this Addendum. We may decline to supply, require additional information, revise pricing, extend lead times, require additional testing, require separate written terms, or require You to accept additional limitations or indemnities.

S1.2 You are solely responsible for end-use suitability, design validation, application testing, regulatory approval, certification, homologation, integration, installation and compliance of the Goods and any finished product or system into which they are incorporated, unless We expressly accept a specific responsibility in writing.

S1.3 Any requirement for PPAP, ISIR, IMDS, FAI, certificates of conformity, material certification, traceability, batch documentation, testing, validation data, change control, special packaging, shelf-life controls or regulatory documentation must be expressly agreed in writing before order acceptance and may be subject to additional charges.

S1.4 No change to the Specification, material, compound, process, Tooling, tolerance, approval requirement, documentation requirement, delivery schedule or end-use requirement shall be binding unless expressly agreed in writing by Us. Any change may result in revised pricing, Tooling, minimum quantities, lead times, testing requirements or cancellation costs.

S1.5 You shall keep and provide on request adequate records of the end use, onward supply, batch usage, traceability and customer approvals for Goods used in applications covered by this Addendum.

S1.6 You shall notify Us promptly of any actual or suspected defect, field issue, recall, withdrawal, regulatory investigation, safety issue or third-party claim relating to Goods supplied by Us. You shall not make any admission, settlement or binding statement on Our behalf without Our prior written consent.

S1.7 Subject to clause 16.1 of the main Terms, We shall have no liability for recalls, field actions, withdrawals, service campaigns, regulatory enforcement, penalties, downstream losses or third-party claims except to the extent directly caused by Our breach of these Terms and not otherwise excluded or limited under the Contract.

S1.8 You shall indemnify Us against all losses, costs, damages, liabilities, claims and expenses arising from the end-use, integration, approval, certification, resale, onward supply or downstream use of the Goods, except to the extent directly caused by Our breach of these Terms and not otherwise excluded or limited under the Contract.

S1.9 In the event of conflict between this Addendum and the main Terms, this Addendum shall prevail for the applications described above.