Puragen Terms and Conditions

Puragen: Conditions of Sale 

1. Definitions and Interpretation

Applicable Law means all national, state and local statutes, laws, bye-laws, regulations, orders, rules, guidelines, European Union Directives and Regulations, mandatory standards, licences and consents, applicable to these T&Cs from time to time (whether under the governing law of these T&Cs or the law of the country of performance) including any laws related to the prevention of bribery and corruption, criminal financing and money laundering, any relevant health, safety and environmental regulations and any licences, requirements and restrictions applicable to the import or export of the Goods from or to any relevant country);

Customer means the person or company in receipt of the Goods or hiring an MFU;

Delivery Date means the date that the Goods are to be delivered to the Customer in accordance with the Order;

Delivery Location means the site which the Customer has nominated to accept the delivery of the Goods;

Force Majeure Event means an act of God, governmental act, war, civil war, fire, actual or threatened terrorist attack, nuclear or chemical contamination, flood, storm, earthquake, explosion or civil commotion and any other circumstances beyond the reasonable control of the affected party;

Goods means the goods supplied by Puragen in accordance with the Specification provided by the Customer;

Hire Fee means the amount payable by the Customer to Puragen for the lease of the MFU as particularly stated in the Lease Schedule;

Lease Schedule means the document describing the MFU, the Hire Fee and all similar terms provided by Puragen to the Customer;

MFU means the type of mobile filter unit equipment hired by the Customer (including all components, parts, records, manuals, replacements, additions and renewals of it), reference to “MFU” shall mean the quantity of MFU hired by the Customer;

Order Confirmation means the document sent to the Customer confirming the acceptance of the order by Puragen;

Order means an order for the Goods received by Puragen from the Customer;

Specification means the Customer’s specification for the Goods;

T&Cs means these terms and conditions;

Term means the term agreed between the parties for the hire of the MFU which shall be a continuous period regardless of any downtime in the utilisation of the MFU;

VAT means value added tax and includes any substituted or similar tax;

Working Day means any day from Monday to Friday (inclusive), which is not Christmas Day, Good Friday or a statutory holiday.

• 1.1 In these T&Cs (unless the context otherwise requires):
• 1.1.1 the words “including” and “include” and words of similar effect shall not be deemed to limit the general effect of the words which precede them;
• 1.1.2 reference to any agreement or document shall be construed as a reference to it as varied, supplemented or novated;
• 1.1.3 words importing persons shall include firms, companies and bodies corporate and vice versa;
• 1.1.4 words importing the singular shall include the plural and vice versa; and
• 1.1.5 construction of these T&Cs shall ignore the headings (which are for reference only).

2. Term and Placing of Orders

2.1 The Customer may send Orders to Puragen from time to time. Puragen is under no obligation to deliver any Orders which have not been agreed between the parties in writing.

2.2 Upon acceptance of an Order, Puragen shall issue an Order Confirmation to the Customer.

3. Delivery and Delay in Delivery

3.1 Puragen shall deliver the Goods to the Delivery Location, subject to there being adequate facilities for delivery and unloading at that site.

3.2 The Customer shall provide, during normal working hours, such labour and facilities as are necessary for unloading the Goods with reasonable dispatch on the day notified by Puragen for delivery.

3.3 Delivery of the Goods shall be complete upon their arrival in full in accordance with the terms of these T&Cs at the Delivery Location.

3.4 The Customer shall make any claim for short delivery or for damage to the Goods at the time of delivery and shall confirm any claim in this respect in writing to Puragen within three working days from the date of delivery. Compliance with this requirement shall be a condition precedent to any claim for short delivery or damaged Goods. If there is short delivery, the Customer undertakes to accept the Goods delivered as part performance of these T&Cs.

3.5 Puragen undertakes to use reasonable endeavours to dispatch the Goods in a timely manner to ensure delivery on the Delivery Date.

3.6 Where the Goods are not delivered by Puragen but by an independent carrier appointed by the Customer, delivery to or collection by the independent carrier shall be delivery to the Customer.

3.7 If the Customer fails to take delivery on the Delivery Date, or if no delivery date has been agreed when the Goods are ready for dispatch, Puragen shall be entitled to store and insure the Goods and to charge the Customer the reasonable cost of doing so.

4. Risk and Title

4.1 Subject to the provisions of this clause 4, title in the Goods shall pass from Puragen to the Customer upon payment by the Customer in relation to the particular Goods.

4.2 Risk in the Goods passes from Puragen to the Customer:

4.2.1 upon delivery of the Goods at the Delivery Location; or

4.2.2 upon collection of the Goods by the Customer’s appointed independent carrier and shall remain at the Customer’s risk during transit, unloading and thereafter.

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

4.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Puragen’s property;

4.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

4.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

4.3.4 notify Puragen immediately if it becomes subject to any of the events listed in clause 8.1.2; and

4.3.5 give Puragen such information as Puragen may reasonably require from time to time relating to:

4.3.5.1. the Goods; and

4.3.5.2. the ongoing financial position of the Customer.

4.4 Puragen may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses Puragen, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 4.3, and to recover any Goods in which title has not passed to the Customer.

5. Changes to Specification

Puragen reserves the right, at any time, to amend the Specification in light of any new developments and changes in technology and/or in the nature of the Goods.

6. Price and Payment

6.1 Puragen shall have the right to increase pricing to reflect increased costs which shall be notified to the Customer within 14 days of coming into effect.

6.2 The Customer shall pay for the Goods within 30 days of the date of invoice save where the Customer has no trading account with Puragen or cannot supply suitable trade references, in which case payment for the Goods shall be made at the time of order.

6.3 If payment, or any part thereof, is not made by the Customer by the due date, Puragen shall be entitled to:

6.3.1 charge interest on the outstanding amount at the rate of 4% per annum above Barclays Bank plc base rate accruing daily;

6.3.2 require payments in advance of delivery of undelivered Goods; and

6.3.3 refuse to make delivery of any undelivered Goods, whether ordered under these T&Cs or not, and without incurring any liability whatever to the Customer for non-delivery or delay in delivery.

6.4 The Customer shall pay all accounts in full and shall not be entitled to exercise any rights of set-off or counterclaim against invoices submitted.

7. Quality and Fitness for Purpose

7.1 Puragen warrants that:

7.1.1 the Goods will conform to the Specification as to quantity, quality and description;

7.1.2 the Goods will be of satisfactory quality and free from material defects in design, material and workmanship.

7.2 Puragen shall not be liable for Goods’ failure to comply with the warranties set out in clause 7.1 if:

7.2.1 the Customer makes any further use of such Goods after giving notice of defects;

7.2.2 the defect arises because the Customer failed to follow Puragen’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or good trade practice regarding the same;

7.2.3 the Customer alters or repairs such Goods without the written consent of Puragen;

7.2.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

7.2.5 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

7.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from these T&Cs.

7.4 Within a reasonable time of delivery the Customer shall carry out a thorough inspection of the Goods and shall give written notification to Puragen forthwith of any alleged defect in quality, specification or composition of the Goods and shall give Puragen a reasonable opportunity to inspect the allegedly defective Goods.

7.5 In the event of the Goods or any part of them being proven to be defective as alleged, Puragen’s liability shall be limited to the replacement of the defective Goods or for the invoice value of the defective Goods at Puragen’s option. Under no circumstances whatsoever shall Puragen be liable for any consequential loss or damage howsoever caused.

7.6 Any recommendations or guidance given to a Customer are based upon:

7.6.1 the data provided by the Customer at the time of purchase;

7.6.2 the range of products available at the time; and

7.6.3 the information available to Puragen at the time of purchase.

7.7 Unless specifically communicated to Puragen before purchase, changes to circumstances beyond Puragen’s control that may impact upon the performance or efficacy of the product supplied shall be the Customer’s sole responsibility and, provided that they conform to the Specification, Puragen shall not be liable for the performance of Goods in the Customer’s specific application.

7.8 The weights or quantities, samples and analyses as ascertained by, or on behalf of, Puragen and notified to the Customer shall be conclusive unless proven otherwise. Any quotation made by Puragen is solely an invitation to treat and shall not constitute an offer that is capable of acceptance.

8. Cancellation & Termination

8.1 Either party may cancel an Order with immediate effect and terminate the trading relationship by giving written notice to the other party in any of the following events:

8.1.1 the other party commits a material breach of its obligations under these T&Cs;

8.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

8.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on, all or substantially the whole of its business; or

8.1.4 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1.2 and 8.1.3.

8.2 Puragen may cancel an Order with immediate effect and recover any Goods stipulated within the Order in the event that the Customer fails to take delivery of the Goods within seven days of service by Puragen of written notice requiring the acceptance of delivery by giving written notice to the Customer.

8.3 Without limiting its other rights or remedies, Puragen may cancel an Order with immediate effect recover any Goods stipulated within the Order by giving written notice to the Customer if the Customer fails to pay any amount due under these T&Cs on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

8.4 In the event of cancellation of an Order resulting from the default of the Customer, the Customer shall immediately pay Puragen for all Goods delivered and for any cost (including legal cost) incurred by Puragen as a result of the termination.

8.5 Termination of the parties’ trading relationship, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses, which expressly or by implication survive termination in these T&Cs, shall continue in full force and effect.

9. Contract and Dispute Management

9.1 Any dispute arising between the parties out of or in connection with these T&Cs shall be dealt with in accordance with the provisions of this clause.

9.2 Either party serving notice in writing on the other party may initiate the dispute resolution process at any time that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

9.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

9.3.1 within 7 days of service of the notice; the contract managers of the parties shall meet to discuss the dispute and attempt to resolve it;

9.3.2 if the dispute has not been resolved within 14 days of the first meeting of the contract managers, then the matter shall be referred to the Managing Directors (or persons of equivalent seniority). The Managing Directors (or equivalent) shall meet within 14 days to discuss the dispute and attempt to resolve it;

9.3.3 if the dispute has not been resolved within 30 days of the first meeting of the Managing Directors (or equivalent) under clause 9.3.2, then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules or notwithstanding Puragen’s right to nominate the mediation rules applicable to the jurisdiction of the Customer’s place of business or place of residence;

9.3.4 until the parties have completed the steps referred to in clauses 9.3.2 and, where relevant clause 9.3.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

10. Limitation of Liability

10.1 The limits and exclusions in this clause reflect:

10.1.1 the insurance cover Puragen has been able to arrange (the Customer is responsible for making its own arrangements for the insurance of any excess liability); and

10.1.2 the commercial circumstances relating to the supply of Goods to the Customer.

10.2 Nothing in these T&Cs shall limit or exclude either party’s liability for:

10.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

10.2.2 fraud or fraudulent misrepresentation;

10.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

10.2.4 defective products under the Consumer Protection Act 1987; or

10.2.5 any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.

10.3 Subject to clause 10.2:

10.3.1 Puragen shall not be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, loss of sales, loss of production, loss or damage to goodwill or reputation, loss of contract or any indirect, special or consequential loss arising under or in connection with these T&Cs; and

10.3.2 Puragen’s total liability to the Customer for all other losses arising under or in connection with these T&Cs, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the aggregate amount of the invoices for the total Goods supplied to the Customer in the preceding 12 month period or £1 million, whichever is the greater.

11. Force Majeure

11.1 Neither party shall have any liability under or be deemed to be in breach of these T&Cs for any delay or non-performance of its obligations under these T&Cs to the extent caused by any Force Majeure Event, provided in all cases that the party whose performance is prevented or hindered has taken all steps (if any) which it could reasonably be expected to have taken to prevent such delay or non-performance of its obligations under these T&Cs occurring.

11.2 A party affected by a Force Majeure Event (the “Affected Party”) will as soon as reasonably practicable on becoming aware of such event:

11.2.1 promptly notify the other party in writing when the Force Majeure Event occurs, what obligations are affected, and when it is brought to an end; and

11.2.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

11.3 Any relief from liability under clause 11.1 shall only last for the duration of the Force Majeure Event.

11.4 If the Force Majeure Event prevents the Affected Party’s performance of its obligations for a continuous period of more than two (2) weeks, the party not affected by the Force Majeure Event may cancel the affected Order or any Order Confirmations immediately by giving written notice to that effect to the Affected Party.

12. Confidentiality and Intellectual Property

12.1 Each party shall keep secret and confidential all business and trade secrets, methods of doing business, customer lists and other confidential information disclosed by or obtained from the other in connection with these T&Cs. Each party undertakes not to disclose any such information to any third party other than:

12.1.1 its responsible employees who require such disclosure where necessary for the proper performance of that party’s duties under these T&Cs; and/or

12.1.2 any customers who require the information for quality control or health and safety reasons and provided that such employees and customers will individually comply with all obligations of confidentiality imposed upon that party by the provisions of this clause. Each party undertakes to take all reasonable steps to minimise the risk of disclosure of such confidential information by employees and customers.

12.2 The obligations of confidentiality imposed by clause 12.1 shall not apply to any information that the recipient party can prove:

12.2.1 was already known to it prior to its receipt from the disclosing party; or

12.2.2 was subsequently disclosed to it lawfully by a third party who lawfully obtained the information and who was not bound by any obligation of confidence in respect of the information to the disclosing party; or

12.2.3 was in the public domain at the time of receipt by it or has subsequently entered into the public domain other than by reason of the breach of the provisions of this clause or a breach of any obligation of confidence owed by it to the disclosing party.

12.3 Confidential information may be disclosed to any competent authority that lawfully demands access to such information pursuant to its statutory powers. Where a party is about to disclose the other party’s confidential information, that party shall give as much notice as reasonably practicable in the circumstances and shall provide assistance to such party in taking any lawful action as may be desired to prevent any such disclosure.

12.4 All intellectual property (including patents, copyright, trademarks, trade names, rights in get-up and packaging, rights in designs, specifications and rights in confidential information (including know how and trade secrets)), and any other intellectual property rights, in each case whether registered or unregistered, relating to the Goods or any specification made known by Puragen to the Customer in relation to the Goods or their manufacture shall belong to Puragen absolutely.

13. Costs

Each party shall bear its own costs and expenses occurred in relation to the negotiation, preparation, execution and implementation of these T&Cs.

14. Third Parties

A person who is not party to these T&Cs shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these T&Cs. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

15. Waiver and Cumulative Remedies

The rights and remedies provided by these T&Cs may be waived only in writing and specifically, and any failure to exercise or any delay in exercising a right or remedy by Puragen shall not constitute a waiver of that right or remedy or of any other rights or remedies. A waiver of any breach of any of the terms of these T&Cs or of a default under these T&Cs shall not constitute a waiver of any other breach or default and shall not affect the other terms of these T&Cs.

The rights and remedies provided by these T&Cs are cumulative and (unless otherwise provided in these T&Cs) are not exclusive of any rights or remedies provided at law or in equity.

16. Variation

No variation or alteration of any of the provisions of these T&Cs shall be effective unless it is in writing and signed by or on behalf of each party.

17. Notice

Any notice given by one party to another under these T&Cs shall be in writing, delivered by hand or by pre-paid first class, airmail or special delivery post or email to the address given at the start of these T&Cs and in all cases marked from the attention of the Head of Legal in relation to Puragen. The Customer shall communicate and agree their nominated person with Puragen.

Notices are deemed received:

(a) by hand, on receipt of a signature at the time of delivery;
(b) by post, on the fifth Working Day after posting; or
(c) by email, upon receiving a read receipt.

This clause 17 does not apply to notices given in legal proceedings or arbitration.

18. Severance

If any provision of these T&Cs is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these T&Cs which shall remain in full force and effect.

19. Entire Agreement

These T&Cs constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the parties relating to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination.

20. Further Assurance

Each party shall at the request of the other do all acts and execute all documents which are reasonably necessary to give full effect to these T&Cs.

21. Compliance with Law

Each party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their respective obligations under or in connection with these T&Cs.

22. Assignment & Sub-contracting

22.1 Puragen may subcontract, assign or encumber any right or obligation under these T&Cs, in whole or in part, without the Customer’s prior written consent.

22.2 The Customer may not assign or encumber any right or obligation under these T&Cs, in whole or in part, without Puragen’s prior written consent. Any consent given by Puragen may be made subject to reasonable conditions.

22.3 Where a party appoints a subcontractor following any consent granted pursuant to the terms of these T&Cs, the act or omission of any such sub-contractor shall be deemed to be the acts or omissions of the Customer.

23. Governing Law and Jurisdiction

These T&Cs are governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts in relation to any claim or matter arising from or in connection with these T&Cs, notwithstanding Puragen’s right to bring case before the court having jurisdiction over the Customer’s place of business or place of residence.

PURAGEN – MFU HIRE TERMS & CONDITIONS

1. HIRE AND QUIET ENJOYMENT

1.1 The Customer agrees to hire the MFU from Puragen for the Term.

1.2 Puragen agrees that while the Customer pays the Hire Fee and performs the Customer’s obligations under these T&Cs, the Customer may keep possession of the MFU for the Term and may use it without interruption from Puragen.

1.3 Puragen shall deliver the MFU to the Customer’s location as specified in the Lease Schedule by such date as may be agreed in writing between the parties.

1.4 Puragen promises the Customer that the MFU is of satisfactory quality and free from material defects in design, material and workmanship.

1.5 Puragen promises the Customer that it will repair, free of charge, any material defect in the MFU, but on the conditions that:

• 1.5.1 the Customer has notified Puragen of any defect in writing; and
• 1.5.2 Puragen has been permitted to make a full examination of the MFU and the alleged defect; and
• 1.5.3 the defect did not become manifest because of any of anything done to the MFU by any person other than Puragen’s authorised personnel; and
• 1.5.4 the defect is directly attributable to defective material, workmanship or design.

1.6 Puragen shall allow an appropriate reduction in the Hire Fee for each Working Day on which the MFU is not fully available because of any breach of paragraph 1.5. This reduction in the Hire Fee shall be the Customer’s sole remedy for a breach of this paragraph 1.

2. PAYMENT

2.1 The Customer promises Puragen that the Customer will:

2.1.1 pay the Hire Fee punctually without any deduction, counterclaim, or set-off (whether at law or in equity); and

2.1.2 pay all other money under these T&Cs at the times and in the manner specified in these T&Cs.

2.2 The Customer shall pay the first month’s Hire Fee in advance and at such monthly, quarterly or annual intervals thereafter as specified in the Lease Schedule.

3. USE OF THE MFU

3.1 The Customer warrants to Puragen that the Customer will use the MFU:

3.1.1 in a skilful and proper manner;

3.1.2 in accordance with any operating instructions issued for it; and

3.1.3 in accordance with any relevant legislation.

3.2 The Customer warrants and represents to Puragen that it will strictly adhere to the relevant service manual or operating instructions of Puragen and, by utilising the services of Puragen, keep the MFU:

3.2.1 in good repair, condition, and working order;

3.2.2 properly serviced and maintained; and

3.2.3 fitted with any appropriate new parts when repair of any part is not reasonably practicable.

3.3 The Customer warrants and represents to Puragen that it will maintain accurate and complete records about the MFU, and its (a) use; (b) operation; (c) maintenance; (d) servicing and (e) repair. The Customer will allow Puragen to inspect and take copies of the records maintained by it and will provide those records to the Customer at the end of the Term.

3.4 The Customer will allow Puragen to inspect and take copies of the records maintained by it and will provide those records to the Customer at the end of the Term.

3.5 The Customer shall be responsible for ensuring that there is a suitable location for the MFU so that it can be loaded and unloaded safely and effectively and without hindrance.

3.6 The Customer shall be responsible for ensuring there are suitable utilities available in order to be able to operate the MFU. All costs and expenses associated with such utilities shall be for the account of the Customer.

3.7 Unless otherwise agreed with Puragen, the Customer shall only use the MFU in conjunction with products and for purposes authorised by Puragen.

3.8 Each MFU will be changed at least once every 12 months from the date of delivery to ensure full compliance with Puragen’s quality and safety standards. The Customer will cooperate with Puragen to facilitate such annual changes which shall be performed at the Customer’s cost and expense.

3.9 Following reasonable prior notice given by Puragen to the Customer, the Customer grants Puragen a right of access to the location(s) where the MFU is present in order for Puragen and its agents to inspect, test, repair or replace the MFU. The Customer shall not prevent or hinder Puragen from exercising its rights of access.

3.10 The Customer shall ensure that the MFU is kept in a safe and secure location and shall keep Puragen informed at all times of the location of the MFU.

3.11 In the event Puragen is prevented from either delivering or collecting the MFU by reason of the Customer’s acts or omissions, the Customer shall be liable to pay Puragen’s standard waiting fees and charges (such charges being available upon request from Puragen).

3.12 The Customer shall be responsible for the operation of the MFU and shall ensure that its personnel are appropriately trained in the use of the MFU.

3.13 The Customer is responsible for integrating the MFU into its facility, taking all operating limits of the MFU into account. Puragen can be consulted for a risk analysis.

3.14 The Customer shall ensure that there are safe systems of work in place for the operation and maintenance of the MFU.

3.15 The Customer shall be responsible for obtaining and maintaining any licences or consents as are necessary to have, use and operate the MFU.

3.16 The Customer shall not alter or amend any markings or logos on the MFU and the Customer may not add any name plates, designs, logos or any other writing or device to the MFU without Puragen’s prior written consent.

3.17 The MFU shall not be re-hired, sub-let, or lent to any third party without the prior written consent of Puragen.

3.18 The MFU shall not be moved from the site to which it was delivered or consigned without the prior written consent of Puragen. If the MFU is permitted to be moved, this must be done with due care, and according to Puragen’s operating manual or instructions.

3.19 If during the Term Puragen decides that urgent repairs to the MFU are necessary, Puragen may arrange for such repairs to be carried out on site or at any suitable location of their nomination.

3.20 The Customer shall comply with all laws, regulations and guidance in relation to the use of the MFU.

4. THE BUSINESS OF THE CUSTOMER

The Customer warrants and represents to Puragen that the Customer will not do anything that leads any person to attempt to seize, distrain, take possession of, or to attempt to execute any civil recovery or judgement on the MFU.

5. OWNERSHIP

5.1 The Customer acknowledges that:

5.1.1 Puragen or any third party to whom Puragen has assigned ownership will at all times retain the ownership of the MFU; and

5.1.2 the Customer will have no right of ownership in the MFU.

5.2 Whether or not the MFU has been affixed to any land:

5.2.1 Puragen will continue to be the owner of the MFU; and

5.2.2 the MFU will remain the personal chattels of Puragen.

6. INTELLECTUAL PROPERTY

All intellectual property rights in the MFU are the property of Puragen. The Customer acknowledges that it shall not acquire any rights to such intellectual property except as is strictly necessary to use the MFU under the terms of these T&Cs. The Customer shall not reproduce the MFU or plans of the MFU or any part thereof without Puragen’s prior written consent.

7. INSURANCE

7.1 The Customer shall keep the MFU insured:

7.1.1 for its replacement value;

7.1.2 against all risks on a comprehensive policy without restriction or excess;

7.1.3 with substantial and reputable insurers in the United Kingdom or elsewhere within the EU as appropriate to the hire location.

7.2 The Customer shall keep Puragen and the Customer insured as joint insured.

7.3 The Customer shall produce the insurance policy (with proof that the premiums have been paid) to Puragen on request.

8. INDMENITY

The Customer will indemnify Puragen against all loss, actions, claims, demands, proceedings (whether criminal or civil), costs, legal expenses, liabilities, judgements and damages or other sanctions whenever arising, directly or indirectly from the Customer’s failure to perform its obligations under these T&Cs which results in physical loss or damage to the MFU.

9. TERMINATION OF THE TERM

9.1 Either party may terminate the Term by giving written notice to the other party in any of the following events:

9.1.1 the other party commits a material breach of its obligations under these T&Cs;

9.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

9.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on, all or substantially the whole of its business; or

9.1.4 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraph 9.1.2 and 9.1.3.

9.2 Puragen may terminate the Term with immediate effect in the event that the Customer fails to take delivery of the MFU within seven days of service by Puragen of written notice requiring the acceptance of delivery by giving written notice to the Customer.

9.3 Without limiting its other rights or remedies, Puragen may terminate the Term with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under these T&Cs on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

9.4 In the event of termination of the Term resulting from the default of the Customer, the Customer shall immediately pay Puragen any arrears of the Hire Fee and for any cost (including legal cost) incurred by Puragen as a result of the termination.

9.5 Termination of the Term, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses or paragraphs, which expressly or by implication survive termination in these T&Cs, shall continue in full force and effect.

10. RETURN OF THE EQUIPMENT

10.1 The MFU must be returned to Puragen undamaged at the end of the Term.

10.2 The MFU must be returned to CPL with all valves, gaskets, blanking plates and bolts and/or with an appropriate or like for like replacement in accordance with paragraph 3.2.3.

10.3 In the event that repair is necessary, the costs (working hours and materials) for the repairs or other actions that must be done will be invoiced to the Customer.

10.4 If the Customer fails to return, or arrange for collection of, the MFU to Puragen in accordance with paragraph 3.8 or 12.2 within 30 days of the obligation arising, Puragen shall be entitled to invoice the Customer for the full amount of the value of the MFU. For avoidance of doubt, the Hire Fee shall continue to be payable during this period until the earlier of:

10.4.1 the Customer pays the invoice for the value of the MFU in full; or

10.4.2 the Customer returns the MFU; or

10.4.3 the MFU is collected by Puragen.

10.5 For the avoidance of doubt, if the Customer retains possession of the MFU outside of the Term through no default or delay on the part of Puragen, the Hire Fee shall continue to be paid in accordance with paragraph 2 until the Customer returns the MFU or the MFU is allowed to be collected by Puragen or a nominated third party.

11. DEFAULTS AND LIABILITY

11.1 The Customer acknowledges that Puragen will not have any liability to the Customer:

11.1.1 for any loss because the MFU is unusable; or

11.1.2 for any loss because of Puragen lawfully terminating the hiring or retaking possession of the MFU after breach of these T&Cs by the Customer.

11.3 Each party’s maximum aggregate liability in relation to the hire of the MFU shall be capped at an amount equal to the annual Hire Fee paid by the Customer to Puragen. Puragen’s liability to remedy defects pursuant to paragraph 1.5 shall not be included in the calculation of Puragen’s maximum aggregate liability under this paragraph 11.3.

11.4 The exclusions of liability in this paragraph 11 do not apply to:

• 11.4.1 death or personal injury caused by negligence; or

11.4.2 fraud.

12. CONSEQUENCES OF TERMINATION

12.1 On termination of the Term, Puragen’s consent to the Customer’s possession of the MFU will determine immediately and Puragen will have the right to take possession of the MFU wherever it may be.

12.2 On termination of the Term, the Customer will pay to Puragen any arrears of the Hire Fee and the fees for collection of the MFU (details of such fees can be obtained from Puragen upon request).