FACULTATIEVETECHNOLOGIES LIMITED

UK TERMS AND CONDITIONS

The Customer’sattention is particularly drawn to the provisions of clause 25 (Limitation of Liability).

1        Definitions andInterpretation

1.1       The following definitions and rules ofinterpretation apply in these Conditions:

“Acceptance”                  Equipment Acceptance and/orSpare Part Acceptance (as its context requires);

“ApplicableLaw”             the laws of Englandand Wales and any other laws or regulations, regulatory policies, guidelines orindustry codes and apply to the Equipment, Services, crematoriums (and theiroperations) and all other matters related to the Contract;

“Beneficial Use”               the Equipment completing 3cremations;

“BusinessDay”               a day other than aSaturday, Sunday or public holiday in England, when banks in London are openfor business;

“Business Hours”             the period from 8.00am to 4.00pm onany Business Day;

“Charges”                       together, the EquipmentCharges, the Maintenance Charges, Spare Part Charges, Consumable Charges andthe Training Charges and any other charges, costs, increased charges or otherfees that may be payable by the Customer to FTL (including charges for ad-hocprofessional advice);

“Commencement Date” has the meaninggiven in clause 2.8;

“Conditions”                   these terms and conditions asamended from time to time in accordance with clause 28.12;

“Consumable Charges” has themeaning given in clause 22.9;

“Consumables”               the consumables for the Equipmentand/or Third Party Equipment, that are supplied to the Customer as part of theMaintenance Services (if any) as expressly set out in the Order Confirmation;

“Contract”                      the contract between FTLand the Customer for the supply of the Equipment and/or Services (asapplicable) in accordance with these Conditions and the applicable OrderConfirmation and any quote;

“Contract Year”              each 12 month period starting from the CommencementDate and each anniversary of the Commencement Date thereafter. The finalContract Year shall commence on the relevant anniversary of the CommencementDate and end on the date of expiry or termination of this agreement;

“Corrective  Maintenance”

means, as  applicable:

(a)       making  any adjustments to the Equipment and/or Third Party Equipment; and/or

(b)       replacing any parts or components of  the Equipment and/or Third Party Equipment,

in each case, asrequired to restore the Equipment to Good Working Order in accordance withclause 13;

“Costs”                          all outgoings,payments, losses, liabilities, costs, claims, demands, charges, and expenses ofany kind incurred in connection with litigation, professional fees,disbursements, and any value added tax to be charged on any of those items;

“Customer”                   the person or firm whopurchases the Equipment and/or Services from FTL;

“Customer Equipment theequipment and systems of the Customer to which the Equipment

and Systems”                is to be connected;

“CustomerSite”            the Customer’spremises at which the Equipment is to be delivered, installed and/or operated,and where the Services are to be performed;

“Customisation”            any bespoke customisations orspecification that are made specifically for the Customer to any part of theEquipment or Services, including any related plans, designs, details anddrawings, that is agreed in writing by the Customer and FTL;

“Equipment”                  the crematorium equipmentsupplied to the Customer under the Contract, that unless specified otherwiseshall include Spare Parts but exclude Consumables;

“Equipment Acceptance” has the meaninggiven in clause 6.1;

“Equipment Charges”    has the meaning given in clause 22.1;

“Equipment Delay”       has the meaninggiven in clause 7.1;

“Equipment                any specification, layoutdrawings, and data sheets for the Equipment

Specification”                and/or Spare Parts provided byFTL to the Customer in writing, including in a quote and/or Order Confirmation;

“Excluded Cause”       (a)         use of (i) Equipmentand/or Software with equipment or

materials notsupplied or approved by FTL; or (ii) Third Party Equipment with equipment ormaterials not supplied or approved by the relevant third party;

(b)          any maintenance, alteration, modification or adjustment to the (i)Equipment and/or Software performed by persons other than FTL or its employeesor agents unless approved by FTL; or (ii) Third Party Equipment performed bypersons other than the relevant third party or its employees or agents unlessapproved by the relevant third party;

(c)           fair wear andtear, wilful damage, negligence, or abnormal storage or working conditions;

(d)          the abnormal orhazardous contents of a coffin;

(e)          the use of theEquipment, Third Party Equipment and/or Software in breach of any of theprovisions of the Contract;

(f)           the Customer’sfailure to follow FTL’s oral or written instructions for the storage,commissioning, use and/or maintenance of the Equipment and/or Software (asapplicable) or good trade practice regarding the same;

(g)         the Customer’sfailure to follow the relevant third party’s oral or written instructions forthe storage, commissioning, use and/or maintenance of the Third Party Equipmentor good trade practice regarding the same;

(h)         a failure,interruption or surge in the electrical power or its related infrastructureconnected to the Equipment, Third Party Equipment and/or Software; or

(i)          the Customer'sneglect or misuse of the Equipment, Third Party Equipment and/or Software;

“FTL”                              FacultatieveTechnologies Limited, a company registered in England and Wales, with companynumber 00633222 and its registered office address at Facultatieve TechnologiesLtd, Moor Road, Leeds, West Yorkshire, LS10 2DD;

“FTL IPR”                    has the meaning given to it in clause 23.1; “Force Majeure Event” has the meaning given to it in clause 28.3;

“Good Working            operating in accordance with the instructions and/orexpectations of

Order”                            FTL orthe applicable third party, in the case of Third Party Equipment;

“Installation and           the installation and commissioning Services (if any)in relation to the CommissioningServices” Equipment and/or Third Party Equipment as set out in the quoteand/or the Order Confirmation;

“Insolvency Event”        the other party: (a) enters into liquidation or a winding up petitionis presented against the company or a resolution is passed for the voluntarywinding up of the company; (b) enters into administration or any steps aretaken to place the company into administration such as the filing at court of aan administration application or a notice of intention to place the companyinto administration; (c) proposes to make any voluntary arrangements with itscreditors; (d) has a receiver, liquidator, administrator, nominee, supervisor,trustee or an individual with a similar role appointed over any of its assets;or (e) suffers an event that, under the law of a different country, isequivalent to any of the previously specified acts or events;

“Intellectual  Property Rights”

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

“IAC Delay”                 hasthe meaning given in clause 12.1;

“Maintenance Charges” has the meaninggiven in clause 22.6;

“MaintenanceServices” the Maintenance Services (if any) set out in the OrderConfirmation;

“Maintenance Services the term for theprovision of the Maintenance Services as referred to

Term”                             and/orattached to the Order Confirmation (including the start date);

“O&M Manual”                means the operation andmaintenance manual provided by FTL to the

Customer inrelation to the Equipment;

“Order”                         theCustomer’s order for the supply of Equipment and/or Services, as set out in theCustomer’s purchase order form, as the case may be;

“OrderConfirmation”    FTL’s writtenconfirmation of the Customer’s Order, excluding any auto generated response oracknowledgement;

“Recall Notice”               has the meaning given in clause 21.2;

“Services”                      together, and individually (as applicable) the

(a)          Installation andCommissioning Services;

(b)          MaintenanceServices; and/or

(c)          Training Services;

“Software”                    the pre-installed softwareprovided to the Customer by FTL within the Equipment, that is used to controland monitor the Equipment;

“Spare Part Charges”      has the meaning given in clause 22.4; “Spare Part Acceptance” has the meaninggiven in clause 6.4;

“SpareParts”                the spareservice parts for Equipment and/or Third Party Equipment (or any part of them)expressly set out in writing in the Order Confirmation;

“Third Party Equipment” the crematoriumequipment owned by the Customer, supplied by any third party, including each ofits spare parts (if any);

“Training Charges”         has the meaning given in clause 22.7;

“TrainingServices”        the training servicesto be provided by FTL to the Customer (where relevant) in relation to:

(a)          the installationof the Equipment (excluding Third Party Equipment); and/or

(b)          additionalad-hoc training in relation to the operation and maintenance of the Equipment(excluding Third Party Equipment),

as set out inthe Order Confirmation;

“VAT”                        value added taxchargeable in the UK or elsewhere;

“Voluntary Recall          has the meaninggiven in clause 21.1; and
Notice”

“Warranty Period”          has the meaning given in clause 9.1.

1.2       In the Contract:

1.2.1      a “person”includes a natural person, corporate or unincorporated body (whether or nothaving separate legal personality);

1.2.2      areference to a “company” shallinclude any company, corporation or other body corporate, wherever and howeverincorporated or established;

1.2.3      any reference to legislation or alegislative provision is a reference to it as amended, extended or re-enactedfrom time to time and all subordinate legislation made from time to time underthat legislation or legislative provisions;

1.2.4      a reference to “writing” or “written”excludes fax but not email; and

1.2.5      anywords following the terms “including”,“include”, “in particular”, “for example”or any similar expression shall be interpreted as illustrative and shall notlimit the sense of the words preceding those terms.

1.3       TheContract shall be binding on, and enure to the benefit of, the parties to theContract and their respective personal representatives, successors andpermitted assigns, and references to any party shall include that party'spersonal representatives, successors and permitted assigns.

2        Basis andApplication of Conditions

2.1       TheseConditions apply to the provision of the Equipment, Consumables and Services(as applicable) by FTL to the Customer.

2.2       Thepurchase of Equipment by the Customer from FTL will not always include theInstallation and Commissioning Services, the provision of Maintenance Servicesor the provision Training Services.

2.3       These Conditions apply as follows:

2.3.1      wherethe Customer is purchasing the Equipment,Consumables and/or Spare Parts: clauses 3 to 10 (inclusive) shall apply;

2.3.2      wherethe Customer is purchasing the Installationand Commissioning Services: clauses 11 to 13.3 (inclusive) shall apply;

2.3.3      wherethe Customer is purchasing MaintenanceServices: clauses 15 to 18 (inclusive) shall apply (note that whereMaintenance Services include Spare Parts and/or Consumables, clauses 3 to 10(inclusive) shall also apply);

2.3.4      where the Customer will receive Training Services: clause 19 shallapply; and

2.3.5      forall contracts: clauses 1, 2 and 20 to 30 (inclusive) shall apply.

It is possiblethat more than one of the above will apply to the Contract – i.e. if theCustomer is purchasing the Equipment and also receiving Maintenance Services.

2.4       Ordersmay be placed by the Customer at any time. This may include the orders placedas part of a tender exercise, following a quotation provided by FTL, through aframework agreement and/or directly, in each case with a corresponding purchaseorder.

2.5       TheOrder constitutes an offer by the Customer to purchase the Equipment,Consumables and/or Services (as applicable), in each case in accordance withthese Conditions.

2.6       TheCustomer is responsible for ensuring that the terms of the Order and anyapplicable Customisation requests within an Order are complete and accurate.

2.7       Each Order shall be deemed to be aseparate offer by the Customer to purchase Equipment, Consumables and/orServices on the terms of the Contract, that FTL shall be free to accept ordecline at its absolute discretion.

2.8       The Order shall only be deemed to beaccepted by FTL when FTL issues written acceptance of the Order, by issue ofthe earlier of: (a) its Order Confirmation; and (b) when FTL issues an invoiceto the Customer relevant to the Order, at which point, and on which date, theContract shall come into existence (“CommencementDate”). FTL may also decline an Order. If FTL does not decline the Order,issue an Order Confirmation or an invoice, in each case in accordance with thisclause 2.8, the Order shall not be accepted by FTL.

2.9       TheCustomer is unable to cancel or amend any Order on or after the CommencementDate, without the prior written consent of FTL, and any such cancellation oramendment shall be subject to any fees reasonably incurred by FTL from theCommencement Date to the date of cancellation or amendment.

2.10     Anysamples, drawings, descriptive matter or advertising issued by FTL and anydescriptions of the Equipment or Consumables or illustrations or descriptionsof the Equipment or Consumables contained in FTL’s catalogues, brochures oradvertising materials are issued or published for the sole purpose of giving anapproximate idea of the Equipment and/or Consumables described in them. Theyshall not form part of the Contract nor have any contractual force.

2.11     Anyquotation provided by FTL shall not constitute an offer, and unless expresslyspecified otherwise in writing by FTL, is only valid for a period of 60calendar days from its date of issue. Any Order made in relation to a quotationprovided by FTL must quote the quotation number or reference.

2.12     FTLshall be free to directly and/or indirectly sell and market equipment andservices the same as or similar to the Equipment and Services, to any personwhosoever, and the Contract does not create any exclusivity on either party.

2.13     Forthe avoidance of doubt, FTL shall not operate the Equipment for or on behalf ofthe Customer.

3        Supply of Equipment

3.1       The Equipment is, in all materialrespects, as described in the Equipment Specification.

3.2       TheEquipment Specification is based on the accuracy of all Customer information,including specific information about the Customer Site, Customer Equipment andSystems. FTL shall have no liability for any failure or delay, or loss causedby any failure or delay, in providing the Equipment to the extent caused by anyerror or inaccuracy in information provided by the Customer.

3.3       Tothe extent that the Equipment includes Customisations based on the Customer’sspecifications, drawings or designs, or any other information supplied by theCustomer, the Customer shall indemnify FTL against all liabilities, costs,expenses, damages and losses (including any direct, indirect or consequentiallosses, loss of profit, loss of reputation and all interest, penalties andlegal costs (calculated on a full indemnity basis) and all other professionalcosts and expenses) suffered or incurred by FTL arising out of or in connectionwith any claim made against FTL for actual or alleged infringement of a thirdparty’s Intellectual Property Rights arising out of or in connection with FTL’suse of the Customer’s specifications, drawings, designs or other information.This clause shall survive termination of the Contract.

3.4       FTLreserves the right to amend the Equipment Specification if required by anyapplicable statutory or regulatory requirement, and FTL shall notify theCustomer in any such event.

3.5       Allgauges, weights, chemical composition and analysis, quantities and sizes withinthe Equipment Specification are subject to non-material tolerances. TheCustomer shall inspect the Equipment on delivery and at installation and shallnot be entitled to reject or require replacement of any Equipment (or any partof it):

3.5.1      that is subject to non-materialtolerances; or

3.5.2      onceFTL has installed the Equipment and initially vacated the premises where theEquipment was installed.

4        Delivery ofEquipment

4.1       Subjectto full and cleared payment of all Charges by the Customer, the Equipment willbe delivered to the Customer Site at any time after FTL notifies the Customerthat the Equipment is ready for delivery.

4.2       Deliveryof the Equipment (whether or not Installation and Commissioning Services areprovided in addition) shall be completed on the completion of unloading of theEquipment at the Customer Site, unless alternative delivery terms are expresslyset out in the Order Confirmation.

4.3       TheCustomer is responsible for ensuring that the Customer Site is prepared in allrespects for delivery and unloading, and that all necessary access is given tothe Customer Site to allow for delivery of the Equipment, including clearaccess and hard standing for any cranage, and for delivery vehicles.

4.4       Anydates quoted for delivery are approximate only, and time of delivery is not ofthe essence. FTL shall not be liable for any failure or delay in delivery ofthe Equipment that is caused by:

4.4.1      a Force Majeure Event;

4.4.2      an Excluded Cause;

4.4.3      the Customer’s failure to comply withclause 4.3; or

4.4.4      theCustomer’s failure to provide FTL with adequate delivery instructions or anyother instructions that are relevant to the supply of the Equipment; or

4.4.5      an Equipment Delay or any othercircumstances set out in clause 7.

4.5       IfFTL fails to deliver the Equipment, its liability shall be limited solely tothe costs and expenses incurred by the Customer in obtaining replacement goodsof similar description and quality in the cheapest market available, less theprice of the Equipment.

5        Delivery of SpareParts and Consumables

5.1       Subjectto full and cleared payment of all Charges by the Customer, the Spare Partsand/or Consumables will be delivered to the Customer Site at any time after FTLnotifies the Customer that the Spare Part(s) and/or Consumable(s) is ready fordelivery.

5.2       Delivery of the Spare Parts and/orConsumables shall be completed on the completion of unloading, unlessalternative delivery terms are expressly set out in the Order Confirmation.

5.3       TheCustomer is responsible for ensuring that the Customer Site is prepared in allrespects for delivery and unloading, and that all necessary access is given tothe Customer Site to allow for delivery of the Spare Parts and/or Consumables,including clear access and hard standing for any cranage, and for deliveryvehicles.

5.4       Anydates quoted for delivery are approximate only, and time of delivery is not ofthe essence. FTL shall not be liable for any failure or delay in delivery ofthe Spare Parts and/or Consumables that is caused by:

5.4.1      a Force Majeure Event;

5.4.2      an Excluded Cause;

5.4.3      the Customer’s failure to comply withclause 4.3; or

5.4.4      theCustomer’s failure to provide FTL with adequate delivery instructions or anyother instructions that are relevant to the supply of the Spare Parts and/orConsumables; or

5.4.5      in the circumstances set out in clause 7.

5.5       IfFTL fails to deliver the Spare Parts and/or Consumables, its liability shall belimited solely to the costs and expenses incurred by the Customer in obtainingreplacement goods of similar description and quality in the cheapest marketavailable, less the price of the Spare Parts and/or Consumables.

6        Acceptance ofEquipment, Consumables and Spare Parts

6.1       TheEquipment shall be deemed to have been accepted by the Customer as beingcompliant with the Equipment Specification (“Equipment Acceptance”) on the earlier of:

6.1.1      thedate on which the Equipment passes the final emissions test (completed by FTL,its subcontractors or any third party nominated by FTL);

6.1.2      90 calendar days after project deliverydate;

6.1.3      the Equipment having been installed;

6.1.4      the date that the Equipment is storedpursuant to clause 7.3.2 or clause 7.6;

6.1.5      the Equipment being used for BeneficialUse; and

6.1.6      theEquipment having been put into operational use by the Customer for any periodof 3 consecutive calendar days.

6.2       Wherethe Equipment fails the final emissions test due to any of the excludedwarranty causes in clause 9.4, then FTL shall not be liable for the costs ofany corrective action, that will be chargeable to the Customer.

6.3       TheCustomer shall not unreasonably withhold or delay the use of decedents withinthe Equipment for the purposes of delaying the date of Beneficial Use.

6.4       TheSpare Parts shall be deemed accepted by the Customer on the date of delivery (“Spare Part Acceptance”).

6.5       The Consumables shall be deemed acceptedby the Customer on the date of delivery.

7        Equipment,Consumables and Spare Parts Delay

7.1       Subjectto clause 20.2, if that the Customer is unable to accept delivery of theEquipment, Consumables and/or Spare Parts (as applicable) on the delivery datein clause 4 (for any reason), this is an “EquipmentDelay”.

7.2       In the event of an Equipment Delay,howsoever caused, including where this is caused by delay or failure of othercontractors at the Customer Site, then without prejudice to its other rightsand remedies under the Contract and at law, FTL shall be entitled to suspendthe provision of the delivery of the Equipment, Consumables and/or Spare Parts(as applicable).

7.3       If the Customer fails to take delivery ofthe Equipment, Consumables and/or Spare Parts (as applicable) within 3 calendardays of FTL notifying the Customer that the Equipment, Consumables and/or SpareParts (as applicable) is ready, then, except where such failure or delay iscaused by a Force Majeure Event or FTL’s material failure to comply with itsobligations under the Contract in respect of the Equipment, Consumables and/orSpare Parts (as applicable):

7.3.1      deliveryof the Equipment, Consumables and/or Spare Parts (as applicable) shall bedeemed to have been completed at 9.00 am on the third calendar day after theday on which FTL notified the Customer that the Equipment, Consumables and/orSpare Parts (as applicable) was ready; and

7.3.2      FTL(its subcontractors or nominated third party/ies) shall store the Equipment,Consumables and/or Spare Parts (as applicable) until actual delivery takesplace, and charge the Customer for all related costs and expenses (includinginsurance). Such costs and expenses shall be charged at the greater of: (a) theactual costs incurred by FTL; and (b) 0.25% of the total Charges stated underthe Order to which the Equipment, Consumables and Spare Parts (as applicable)relates, charged on a weekly basis. Both parties agree that this fee is fair,reasonable and proportionate in the circumstances and may be charged by FTL.

7.4       Oncethe Equipment Delay is rectified, the Customer shall inform FTL and FTL willprovide the Customer with re-arranged dates for delivery of the Equipment,Consumables and/or Spare Parts (as applicable). When providing the rearrangeddates for delivery, FTL shall:

7.4.1      notify the Customer of any additionalcosts that it has incurred because of the Equipment Delay, including to thecosts of any storage of the Equipment, Consumables and/or Spare Parts (asapplicable), including those in clause 7.3; and

7.4.2      wherethe Equipment Delay has continued for a period of more than 40 Business Days,FTL shall be entitled to revise the Charges to consider its increased costs ofsupply of the Equipment, Consumables and/or Spare Parts (as applicable).

7.5       Anyadditional costs and increased Charges will be invoiced by FTL with effect fromre-delivery of the Equipment, Consumables and/or Spare Parts (as applicable) inaccordance with clause 22.

7.6       Ifit is agreed between the parties in writing that FTL (its subcontractors ornominated third party/ies) shall store the Equipment, Consumables and/or SpareParts (as applicable) (for any reason other than under clause 7.3) FTL shallcharge the Customer for all related costs and expenses (including insurance).Such costs and expenses shall be charged at the greater of: (a) the actualcosts incurred by FTL; and (b) 0.25% of the total Charges stated under theOrder to which the Equipment, Consumables and Spare Parts (as applicable)relates, charged on a weekly basis. Both parties agree that this fee is fair,reasonable and proportionate in the circumstances and may be charged by FTL.Such additional costs will be invoiced at any time (including on a regularbasis) by FTL and payable on demand by the Customer.

7.7       TheCustomer has no right to delay or postpone delivery of the Equipment,Consumables and/or Spare Parts (as applicable). However, if the Customerrequests delay or postponement of the same for whatever reason (in writing) FTLmay, at its sole discretion, accept such postponement or delay, that may besubject to revised Charges and timeframes, and any acceptance of FTL will besubject to the Customer agreeing to the revised Charges and timeframes.

7.8       Delaysin the delivery of an Order for any reason shall not entitle the Customer torefuse to take delivery of the Order, claim damages, and/or terminate theContract.

8        Software

8.1       Unless agreed otherwise, the Equipment isprovided with the Software pre-installed.

8.2       Subjectto full and cleared payment of all Charges by the Customer, FTL grants theCustomer a non-exclusive, non-sublicensable, non-transferrable, revokablelicence to use the Software solely for the purposes of operating the Equipment.

8.3       FTL may, where it provides MaintenanceServices, obtain access to the Software via remote access to assist with faultidentification and diagnostics.

8.4       The Customer acknowledges and agreesthat:

8.4.1      titleto the Intellectual Property Rights and all other proprietary rights in theSoftware shall at all times remain with FTL, as owners or sub-licensees (asapplicable) of the Software;

8.4.2      it shall comply with any additional termsand conditions provided by FTL or third

party licensorsfrom time to time, in relation to the Software; and

8.4.3      it shall not seek to access the Softwareto reverse engineer, disassemble, modify, alter, translate, transfer,sub-licence, lease, decompile or decrypt the Software.

9        Quality

9.1       FTL warrants that on completion ofdelivery, and for a period of:

9.1.1      in the case of Equipment, 12 months fromthe Equipment Acceptance; or

9.1.2      in the case of Spare Part(s), 12 monthsfrom delivery,
the Equipment and/or Spare Parts (as applicable) shall:

9.1.2.1      conform in all material respects with theEquipment Specification; and

9.1.2.2      be free from material defects in design,material and workmanship,

in each case,the applicable time frames in clauses 9.1.1 (for the Equipment) and 9.1.2 (forthe Spare Parts) shall be the “WarrantyPeriod”.

9.2       Notwithstandingany other term of these Conditions, no warranties are provided in relation to:(a) the Consumables; or (b) any Equipment that has been stored in accordancewith clause 7.3.2 or clause 7.6 for a period of 2 years or more.

9.3       Subject to clause 9.4, if:

9.3.1      theCustomer gives notice in writing to FTL during the Warranty Period and within areasonable time of discovery (being no later than within 21 calendar days ofdiscovery) that the Equipment and/or Spare Parts (as applicable) does notcomply with the warranty set out in clause 9.1; and

9.3.2      FTLis given a reasonable opportunity of examining the Equipment and/or Spare Parts(as applicable) at the Customer Site to determine any non-conformance,

then FTL shall,at its option, repair or replace the defective Equipment and/or Spare Parts (asapplicable), or refund a proportionate price of the Equipment commensurate withthe impact on functionality of the Equipment and/or Spare Parts (as applicable),provided that where the Customer is being provided with Maintenance Servicesand the defect can be fixed as part of the scope of Maintenance Services, thenthis shall constitute the Customer’s sole remedy for the defect.

9.4       FTLshall not be liable for the failure of the Equipment or Spare Parts (asapplicable) to comply with the warranty set out in clause 9.1 if:

9.4.1      thewarranty failure can be fixed as part of the scope of Maintenance Servicesprovided to the Customer;

9.4.2      thealleged failure or defect was present during and has been approved as part ofthe acceptance test process at clause 4 or 5 or at the point of Acceptance;

9.4.3      the Customer makes any further use of theEquipment and/or Spare Parts (as applicable) after giving a notice inaccordance with clause 9.2;

9.4.4      theSoftware diagnosed a fault or error, and the Customer has not immediatelyceased to operate the Equipment and/or Spare Parts (as applicable);

9.4.5      theEquipment and/or Spare Parts (as applicable) has been stored pursuant to clause7.3.2 or clause 7.6 for a period of 2 years or more;

9.4.6      thefailure or defect arises because the Customer failed to follow FTL’s oral orwritten instructions as to the storage, installation, commissioning, use ormaintenance of the Equipment and/or Spare Parts (as applicable), including theO&M Manual, and good trade practice regarding the same;

9.4.7      thefailure or defect arises as a result of FTL following any drawing, design,detail, information or specification supplied by the Customer;

9.4.8      theCustomer alters, modifies or repairs the Equipment and/or Spare Parts (asapplicable) without the written consent of FTL;

9.4.9      theCustomer alters, modifies or repairs the building to which the Equipment and/orSpare Parts (as applicable) relate without identifying such alteration,modification or repair prior to placing the Order;

9.4.10    the failure or defect arises as a result ofthe use or installation of any components, fittings, consumables or spare partsin or added to the Equipment and/or Spare

Parts (asapplicable) that were not supplied and installed by FTL;

9.4.11    thefailure or defect arises as a result of fair wear and tear, wilful damage,negligence, damage caused by the Customer or its contractors and personnel, orabnormal working conditions; or

9.4.12    the Equipment differs from the EquipmentSpecification as a result of changes made to ensure they comply with applicablestatutory or regulatory requirements.

9.5       Exceptas provided in this clause 9, FTL shall have no liability to the Customer inrespect of the failure of the Equipment and/or Spare Parts (as applicable) tocomply with the warranty set out in clause 9.1.

9.6       TheseConditions shall apply to any repaired or replacement Equipment and/or SpareParts (as applicable) supplied by FTL.

10      Title and Risk

10.1     Therisk in the Equipment, Consumables and/or Spare Parts (as applicable) shallpass to the Customer on completion of delivery.

10.2     Title to the Equipment, Consumables and/orSpare Parts (as applicable) shall not pass to the Customer until FTL receivespayment in full (in cash or cleared funds) for the Equipment, Consumablesand/or Spare Parts (as applicable) and any other goods and services that FTLhas supplied to the Customer, in which case title to the Equipment, Consumablesand/or Spare Parts (as applicable) shall pass at the time of payment of allsuch sums.

10.3     Untiltitle to the Equipment, Consumables and/or Spare Parts (as applicable) haspassed to the Customer, the Customer shall:

10.3.1    maintainthe Equipment, Consumables and/or Spare Parts (as applicable) in satisfactorycondition and keep all parts of it insured against all risks for their fullprice on FTL’s behalf from the date of delivery;

10.3.2    notify FTL immediately if it becomes subjectto any Insolvency Event; and

10.3.3    give FTL such information as FTL mayreasonably require from time to time relating to the Equipment, Consumablesand/or Spare Parts (as applicable) and the ongoing financial position of theCustomer.

10.4     At any time beforetitle to the Equipment, Consumables and/or Spare Parts (as applicable) passesto the Customer, FTL may enter the Customer Site and any other premises of theCustomer or of any third party where the Equipment, Consumables and/or Spare Parts(as applicable) is located in order to recover it.

11     Installationand Commissioning Services

11.1     FTLshall provide the Installation and Commissioning Services as detailed in fullin the quote and/or Order Confirmation.

11.2     TheInstallation and Commissioning Services are only provided in respect of theEquipment and Third Party Equipment as set out in an Order, and are onlyprovided at the Customer Site.

11.3     FTLwill provide Installation and Commissioning Services after it has undertaken apre-site survey to ensure that the Customer Site and any Third Party Equipmentmeets any requirements for Installation and Commissioning Services. FTL mayprovide an initial estimated programme for Installation and CommissioningServices within the Order Confirmation, but these dates are estimates only andare subject to change. Post-delivery of the Equipment (where the Equipment hasbeen provided by FTL in accordance with these Conditions) FTL will provide awindow of available dates for Installation and Commissioning Services to theCustomer, who shall select a date, and provided that if the Customer does notselect a date within 24 hours of being requested to do so, then FTL shall beentitled to select a date.

11.4     IfFTL is unable to carry out Installation and Commissioning Services on thescheduled date due to any failure or delay of the Customer, including theCustomer failing to have adequate coffins available for the Installation andCommissioning Services, then FTL shall be entitled to charge the Customer infull for its costs and expenses, and any rescheduling will be subject to afurther quotation for the relevant services.

11.5     TheCustomer warrants and represents that all information it provides and responsesto any questions asked around Installation and Commissioning Services are trueand accurate in all respects.

11.6     TheCustomer acknowledges and agrees that the Installation and CommissioningServices are subject to the exclusions, dependencies and assumptions made byFTL, as may be identified in the Order Confirmation.

11.7     If the Customer breaches the warranty atclause 11.5, or the Customer Site or requirements change from those identified,then without prejudice to its other rights and remedies under the Contract andat law, FTL shall be entitled at its discretion to either: (a) terminate theContract in respect of the provision of Installation and Commissioning Servicesor as a whole; or (b) to extend its timeframe for performance of theInstallation and Commissioning Services and to increase the Charges to reflectthe changes.

12     Installationand Commissioning Services Delay

12.1     Ifthe Customer is unable to grant FTL access to the Customer Site to provide theInstallation and Commissioning Services on the required date for the provisionof those Services as per clause 5, then this shall constitute a “IAC Delay”.

12.2     Inthe event of an IAC Delay, howsoever caused, including where this is caused bydelay or failure of other contractors at the Customer Site, then withoutprejudice to its other rights and remedies under the Contract and at law, FTLshall be entitled to suspend the provision of the Installation andCommissioning Services.

12.3     Oncethe IAC Delay is rectified, the Customer shall inform FTL and FTL will providethe Customer with re-arranged dates for the provision of the Installation andCommissioning

Services. When providing the rearrangeddates for the service provision, FTL shall:

12.3.1    notifythe Customer of any additional costs or expenses that it has incurred as aresult of the IAC Delay, including the costs of any re-scheduling, that theCustomer must pay; and

12.3.2    wherethe IAC Delay has continued for a period of more than 40 Business Days, FTLshall be entitled to revise the Charges to consider its increased costs and/orexpenses of the provision of the Installation and Commissioning Services.

12.4     Theadditional costs, expenses and increased Charges will be invoiced by FTL witheffect from re-performance of the Installation and Commissioning Services.

12.5     TheCustomer has no right to delay or postpone the provision of Installation andCommissioning Services. However, if the Customer requests delay or postponementof the same for whatever reason (in writing) FTL may, at its sole discretion,accept such postponement or delay, that may be subject to revised Charges andtimeframes, and any consent to the Customer request will be subject to theCustomer agreeing to these revised Charges and timeframes.

12.6     Delaysin the provision of the Installation and Commissioning Services shall notentitle the Customer to claim damages or terminate the Contract.

12.7     FTLshall have no liability to the Customer for any failure or delay in providingof the Installation and Commissioning Services to the extent that any failureor delay is caused by the Customer's failure to comply with its obligationsunder the Contract.

13     Warrantieson Installation and Commissioning Services

13.1     FTL shall use reasonableendeavours to provide the Installation and Commissioning Services.

13.2     FTL warrants and agreesthat:

13.2.1 it will use reasonable endeavours to ensure that the Installationand Commissioning Services will be delivered by any estimated dates set out inOrder Confirmation;

13.2.2    tothe extent that the Installation and Commissioning Services involve theprovision of any deliverables, those deliverables will be accurate and completein all materials respects;

13.2.3    it shall procure, install and configure theEquipment and/or Third Party Equipment for installation and commissioning, ineach case at the Customer Site; and

13.2.4    it shall use reasonable endeavours toobserve all health and safety and security requirements that apply at theCustomer Site, and that have been communicated to it provided that it shall notbe liable under the Contract if, as a result of such observation, it is inbreach of any of its obligations under the Contract.

13.3     FTLshall not be liable for the failure of the Installation and CommissioningServices to comply with the warranty set out in clause 13.2 if:

13.3.1    theCustomer makes any further use of the Equipment and/or Spare Parts (asapplicable) to which the Installation and Commissioning Services were provided;

13.3.2    thefailure or defect arises because the Customer failed to follow FTL’s oral orwritten instructions as to the storage, installation, commissioning, use ormaintenance of the Equipment and/or Spare Parts (as applicable);

13.3.3    the Customer alters or repairs the Equipmentand/or Spare Parts (as applicable) to which the Installation and CommissioningServices were provided without the written consent of FTL;

13.3.4    theCustomer alters, modifies or repairs the building to which the Installation andCommissioning Services relate without identifying such alteration, modificationor repair prior to placing the Order;

13.3.5    thefailure or defect arises as a result of the use of any components, fittings,consumables or spare parts in or added to the Equipment and/or Spare Parts (asapplicable) that were not supplied and installed by FTL; or

13.3.6    thefailure or defect arises as a result of fair wear and tear, wilful damage,negligence, damage caused by the Customer or its contractors and personnel, orabnormal working conditions.

13.4     Exceptas provided in this clause 13, FTL shall have no liability to the Customer inrespect of the failure of the Equipment and/or Spare Parts (as applicable) tocomply with the warranty set out in clause 13.2.

14     CustomerObligations Regarding Installation and Commissioning Services

14.1     WhereFTL is providing Installation and Commissioning Services, the provision of suchServices and the estimated time thereof is subject to the Customer:

14.1.1    ensuring that the Equipment and/or ThirdParty Equipment (as applicable) is at the Customer Site and is placed in-situ;supplying for the free use of FTL, as and when it may require all necessaryservices and facilities including (without limitation to the generality of theforegoing) scaffolding, lifting tackle, appliances, power, hot water, coldwater, steam and condensate, mineralised water, where provided for in thespecific Contract, lighting supplies, and adequate drain facilities;

14.1.2    providingadequate protection for all materials that are delivered to the Customer Siteand a satisfactory and continuous means of access to the Customer Site withclear passage for all parts of the Equipment and/or Third Party Equipment (asapplicable); and

8.1.3      providingall services and utilities connections for the Equipment and/or Third PartyEquipment (as applicable) including all electricity, gas or oil services, andbe responsible for the costs of the same, save that FTL is responsible for thedistribution boards and gas valve within the Equipment and/or Third PartyEquipment (as applicable).

14.2     Ifthrough no fault of FTL any operational test (where appropriate) cannot be runimmediately on completion of installation and/or commissioning, FTL reservesthe right to withdraw its installation or testing staff and to make a chargefor travelling time and expenses if it is called upon by the Customer at asubsequent date to return to the site to attend or carry out such operationaltest.

14.3     The Customer shall accept fullresponsibility for and indemnify and keep FTL fully indemnified against anyloss injury or damage sustained by FTL and its servants, representatives,agents or contractors in any way arising or alleged to have arisen in consequenceof any negligence of the Customer its servants, representatives, agents orcontractors or of any defect or unsuitability in any tackle plant or apparatusprovided to FTL by the Customer and against any claims by any third parties andany claims by any workmen under the Factories Act, the Employer’s Liability(Defective Equipment) Act, the Health and Safety at Work Act or at common law,or under any other regulation or statute in respect thereof.

14.4     In all cases where installation is includedin a quotation for Installation and Commissioning Services only such labour asshall be specified in the quotation or as shall otherwise be deemed necessaryby FTL (whose decision in this respect shall be final and binding on theCustomer) will be provided. All other labour required to assist with theinstallation must be provided by the Customer at the Customer Site at its ownexpense as and when requested by FTL.

14.5     Allwork on foundations, drains alterations to buildings, site levelling, therunning and connecting of steam, water, gas, air pipes or other services toEquipment and Third Party

Equipment (asapplicable) must be carried out by the Customer at its own expense.

14.6     Noprovision is made in any quotation for the supply of any fuel, services,consumable materials, or power used in the initial starting or subsequentworking of the Equipment

supplied orinstalled by FTL or any similar costs in relation to Third Party Equipment.

14.7     TheCustomer shall be responsible for the connection of the Equipment and/or ThirdParty Equipment (as applicable) to utilities.

15      Maintenance Services

15.1     TheMaintenance Services are only provided in respect of Equipment and/or ThirdParty Equipment.

15.2     TheMaintenance Services may include Spare Parts, where agreed by the parties inwriting. Where Spare Parts are not included within the Maintenance Services,then they must be ordered via a separate Order submitted to FTL for SpareParts.

15.3     TheMaintenance Services consist of FTL providing a service engineer to attend atthe Customer Site, and any further details of the Maintenance Services asdetailed in the Order Confirmation.

15.4     FTLshall only be required to provide Maintenance Services at the Customer Site,and if the Equipment and/or Third Party Equipment (as applicable) is moved fromthe Customer Site, FTL may, at its discretion, either terminate the MaintenanceServices, or increase the charges for the same to take into account the move inlocation.

15.5     Servicingis excluded in the following circumstances, and FTL reserves the right tocharge for call out, servicing and costs incurred when attending the CustomerSite at which no maintenance is provided due to any of these exclusions beingapplicable:

15.5.1    maintenance/callout as a result of operator error, accidental damage, inadequate site services(electricity, water, drains, ventilation, air);

15.5.2 damage caused by inappropriate items contained within coffins orother receptacles;

15.5.3    maintenance/call outfollowing repair or modifications carried out by third parties;

15.5.4    componentdegradation because of the use of chemicals that have not been approved andvalidated by FTL or any member of its group of companies;

15.5.5    anydamage or loss caused to the Equipment by the negligence or wilful default ofany of the servants or agents of the Customer that results in the requirementof assistance by FTL will be outside the scope of the contract and shall bechargeable at FTL’s current rates of callout. This includes failing to operatethe Equipment and/or Third Party Equipment in accordance with the O&MManual and in accordance with output of Training Services received.

15.6     Followingnotification from the Customer, or otherwise in accordance with the Contract,FTL may suggest that one of its representatives may attend the Customer Site toperform Corrective Maintenance.

15.7     FTLshall not be liable for any delay in providing the relevant CorrectiveMaintenance if, including if, in FTL’s reasonable opinion, it needs to removethe Equipment and/or Third Party Equipment as applicable (or part thereof, ifapplicable) for repair off-site and the Customer refuses such request.

15.8     If FTL representative discovers that theEquipment and/or Third Party Equipment (as applicable) is defective, ismalfunctioning or has failed or is not otherwise in Good Working

Order in thecourse of providing Corrective Maintenance, the representative may usereasonable endeavours to repair it during that visit at the Customer Site. Ifthat is not reasonably practicable the representative of FTL may, at its solediscretion, remove the Equipment and/or Third Party Equipment as applicable (orpart thereof, if applicable) for repair off-site and may arrange for newEquipment to be delivered to the Customer Site or suggest that the Third PartyEquipment is repaired or replaced by the Customer.

15.9     WhereFTL is performing or has performed the Corrective Maintenance in circumstanceswhere it is established that the Equipment and/or Third Party Equipment (asapplicable) was not in Good Working Order due to any Excluded Cause, FTL maycharge, and the Customer shall pay, any and all additional charges in respectof that work.

16      Customer ObligationsRegarding Maintenance Services

16.1     The Customer:

16.1.1    shallprovide full and unrestricted access to the Equipment and/or Third PartyEquipment in order that FTL can provide the Services, including an operatingASDL connection for any remote assistance. if FTL is unable to obtainsufficient access to the Equipment and/or Third Party Equipment, then theCustomer will be charged for an aborted visit; and

16.1.2    isresponsible for reporting any and all breakdowns, faults and issues with theEquipment and/or Third Party Equipment with immediate effect from theiroccurrence, with such detail to assist FTL in diagnosing the fault. FTL will beunable to schedule a maintenance visit until such time as the Customer hasprovided sufficient detail to allow for initial diagnosis.

16.2     FTLmay provide Consumables as part of the Maintenance Services, including suchvolume of reagent as set out in the Order Confirmation. The Customer isresponsible for ensuring that the Equipment is replenished with reagent, andfor requesting further supplies of reagent, on at least 15 Business Days’notice.

16.3     WhereFTL is collecting waste reagent as part of the Maintenance Services, theCustomer will give FTL at least 30 calendar days’ notice of a collectionrequirement.

16.4     FTLwill organise delivery and collection of reagent after having been notified bythe Customer pursuant to clauses 16.2 and 16.3. Any dates given are estimatesonly and time is not of the essence.

16.5     The Customer warrantsthat:

16.5.1    theEquipment and/or Third Party Equipment is as set out in the Order, and is alllocated at the Customer Site;

16.5.2    theCustomer Site is in the state disclosed by the Customer to FTL prior to theOrder Confirmation;

16.5.3    itshall use the Equipment and/or Third Party Equipment properly in accordancewith good industry practice and the applicable operating and maintenancemanual(s), and in accordance with any and all manuals, and shall ensure thatconditions specified in any such manual are maintained constantly and anyinstructions with regard to day-to-day care are followed; and

16.5.4    itshall only use chemicals approved and type-tested or validated by FTL, and ifthe Customer does so use any non-approved, type-tested or validated chemicalsthis invalidates all warranties under the Contract or at law.

17      Duration ofMaintenance Services

The MaintenanceServices shall continue for the Maintenance Services Term unless the Contractis otherwise terminated in accordance with its terms.

18      Warranties onMaintenance Services

18.1     FTL shall use reasonable endeavours toprovide the Maintenance Services.

18.2     FTL warrants and agreesthat:

18.2.1    itwill use reasonable endeavours to ensure that the Maintenance Services will bedelivered by any estimated dates set out in the Order Confirmation;

18.2.2    onlyto the extent that the Maintenance Services involve the provision ofConsumables, then the Consumables:

18.2.2.1    conform in all material respects with theirspecification (if any);

18.2.2.2    areand will be free from material defects in design, material and workmanship; and

18.2.2.3    are suitable for usewithin the Equipment and/or Third Party Equipment;

18.2.3    tothe extent that the Maintenance Services involve the provision of anydeliverables, those deliverables will be accurate and complete in all materialrespects;

18.2.4    it shall use reasonable endeavours toobserve all health and safety and security requirements that apply at theCustomer Site, and that have been communicated to it provided that it shall notbe liable under the Contract if, as a result of such observation, it is inbreach of any of its obligations under the Contract.

19      TrainingServices

19.1     FTLmay, if agreed in the Order Confirmation, provide Training Services to theCustomer’s staff.

19.2     TheTraining Services will be supplied at a location, time and date agreed betweenFTL and the Customer in writing.

19.3     FTL warrants that:

19.3.1    itwill provide the Training Services in accordance with the Order in all materialrespects; and

19.3.2    the Training Services will be provided usingreasonable care and skill.

19.4     TheCharges for Training Services are non-refundable, and the Training Services maynot be cancelled by the Customer, save that the Customer may requestre-arrangement of the Training Services on giving FTL at least 14 calendardays’ advance written notice.

20      Customer GeneralObligations

20.1     The Customer shall:

20.1.1    provide any bank guarantees as may berequired by FTL from time to time;

20.1.2    ensurethat the terms of the Order and any pre-contract information it provides,including as to the Customer Site and Customisations (if any) are complete andaccurate;

20.1.3    ensure that all Equipment, Consumables,Third Party Equipment and Systems (as applicable) comply with any requirementsof FTL in order for the Equipment, Consumables, Third Party Equipment and/orsystems to operate correctly;

20.1.4    provideFTL, its employees, agents, consultants and subcontractors, in a timely mannerand at no charge, access to the Customer Site, office accommodation and

other facilitiesas reasonably required by FTL to discharge its obligations;

20.1.5    permitFTL, its employees, agents, consultants and subcontractors, access to theEquipment and/or Third Party Equipment and systems (as applicable) in order tocomplete reviews and extract information;

20.1.6    takeall such steps as may be necessary to ensure the safety of any of FTL’srepresentatives when attending any Customer Site;

20.1.7    provideto FTL in a timely manner all documents, information, items and materials inany form (whether owned by the Customer or a third party) required under theOrder Confirmation or otherwise required by FTL, and ensure that they areaccurate and complete;

20.1.8    whereFTL provides the Customer with a deadline for any approval and/or comments onany documentation, to provide the response by the required deadline;

20.1.9    informFTL of all health and safety and security requirements that apply at theCustomer Site;

20.1.10 obtainand maintain all necessary licences and consents and comply with all relevantlegislation as required to enable FTL to provide the Services, including inrelation to the installation, commissioning and maintenance of the Equipmentand/or Third Party Equipment (as applicable), insofar as such licences,consents and legislation relate to the Customer’s business, premises (includingthe Customer Site), staff and equipment, in all cases before the date on whichthe provision of the Services are to start;

20.1.11 ensure that any and all of the Equipment and Third PartyEquipment (as applicable) is in good working order and suitable for thepurposes for which it is to be used;

20.1.12co-operate with FTL in all matters relating to the provision of the Equipmentand Services (as applicable);

20.1.13 not usethe Equipment and/or Third Party Equipment (as applicable) for any unlawfulpurpose;

20.1.14 maintainoperating and maintenance records of the Equipment and/or Third Party Equipment(as applicable) and make copies of such records readily available to FTL;

20.1.15 complywith all Applicable Laws and indemnify FTL against all liabilities, costs,expenses, damages and losses (including any direct, indirect or consequentiallosses, loss of profit, loss of reputation and all interest, penalties andlegal costs (calculated on a full indemnity basis) and all other professionalcosts and expenses) suffered or incurred by FTL arising out of or in connectionwith any claim made against FTL that the Equipment, Consumables and/or ThirdParty Equipment has not been used in accordance with Applicable Laws;

20.1.16 obtainand maintain in force for the Term all licences, permissions, authorisations,consents and permits needed to use, hold and operate the Equipment, Consumablesand Third Party Equipment (as applicable) at the relevant Customer Site inaccordance with the terms of the Contract;

20.1.17 permitonly trained and competent personnel to use the Equipment, Consumables and/orThird Party Equipment (as applicable);

20.1.18 not make any changes to the Equipment and Consumables, includingby any Spare Parts or replacements, without FTL’s prior written consent to suchchange; and

20.1.19 complywith any additional obligations as set out in the O&M Manual, OrderConfirmation and Equipment Specification (as applicable).

20.2     IfFTL’s performance of any of its obligations under the Contract is prevented ordelayed by any act or omission by the Customer or failure by the Customer toperform any relevant obligation (“Customer Default”):

20.2.1    withoutlimiting or affecting any other right or remedy available to it, FTL shall havethe right to suspend performance of the Services until the Customer remediesthe Customer Default, and to rely on the Customer Default to relieve it fromthe performance of any of its obligations in each case to the extent theCustomer Default prevents or delays FTL’s performance of any of itsobligations;

20.2.2    FTLshall not be liable for any costs or losses sustained or incurred by theCustomer arising directly or indirectly from FTL’s failure or delay to performany of its obligations as set out in this clause 20.2; and

20.2.3    theCustomer shall reimburse FTL on written demand for any costs or lossessustained or incurred by FTL arising directly or indirectly from the CustomerDefault.

21     EquipmentRecall

21.1     FTLmay issue a notice to recall or withdraw the Equipment in full or in part fromthe market (“Voluntary RecallNotice”) if:

21.1.1    thesupply or use of the Equipment infringes, or may infringe, a third party'sIntellectual Property Rights;

21.1.2    the Equipment is, or may be, unsafe;

21.1.3    theEquipment is, may be, or may become illegal or non-compliant with any law,regulation or government agency or industry standard;

21.1.4    a defect in the Equipment may cause harm tothe reputation or brand of FTL; or

21.1.5    any other reasonable ground(s).

21.2     If the Customer is the subject of arequest, court order or other directive of a governmental or regulatoryauthority to withdraw any Equipment from the market or the possession of theCustomer (“Recall Notice”) it shall immediately notify FTL in writing enclosing a copy of theRecall Notice.

21.3     The Customer mustimmediately:

21.3.1    comply with any Recall Notice or VoluntaryRecall Notice; and

21.3.2    givesuch assistance as FTL reasonably requires to recall or withdraw the Equipmentfrom the market, and comply with FTL instructions about the process ofimplementing that recall or withdrawal.

21.4     Unlessrequired by law, the Customer may not undertake any recall or withdrawalwithout the written permission of FTL and only then in strict compliance withFTL’s instructions about the process of implementing the withdrawal.

22     Charges and Payment
EquipmentCharges

22.1     The prices for the purchase of theEquipment (excluding Spare Parts) (“EquipmentCharges”), shall be the prices set out in thequote and/or Order Confirmation, subject to

adjustment in accordance with this clause and, save where set out in theOrder Confirmation, shall be exclusive of all costs and charges of packaging,insurance and transport that shall (where relevant) be invoiced to the Customerin addition. Where Equipment Charges are not set out in the Order Confirmation,they shall be at FTL’s rates in place from time to time.

22.2    All packaging, where stated to be returnable, will be credited infull on return to FTL’s works,

carriage paid ingood condition, within 1 calendar month of receipt by the Customer.

22.3    Inaddition to the other rights and remedies in relation to Equipment Charges inthese

Conditions, FTLreserves the right to increase the price of the Equipment Charges, or charge afee in addition, by giving notice to the Customer at any time before deliveryto reflect any increase in the cost of the Equipment to FTL that is due to:

22.3.1    any factor beyond the control of FTL(including foreign exchange fluctuations, increases in taxes and duties, andincreases in labour, materials and increases in fuel and power, insurance,carriage and transport and other manufacturing costs);

22.3.2    anyrequest by the Customer to change the delivery date(s), Customisations, Orderor the Equipment Specification;

22.3.3    theCustomer requesting or requiring Consumables (including reagent) above anyagreed volume within the Order Confirmation, in which case FTL reserves theright to vary the Charges for the Maintenance Services to take into account itsadditional costs of supply and removal of Consumables and waste; and/or

22.3.4    anydelay caused by any instructions of the Customer in respect of the Equipment orfailure of the Customer to give FTL adequate or accurate information orinstructions in respect of the same.

Spare Parts Charges

22.4    Theprices for the purchase of the Spare Parts (“Spare Part Charges”), shall be the prices

set out in thequote and/or Order Confirmation, subject to adjustment in accordance with thisclause and, save where set out in the Order Confirmation, shall be exclusive ofall costs and charges of packaging, insurance and transport that shall (whererelevant) be invoiced to the Customer in addition. Where Spare Part Charges arenot set out in the Order Confirmation, they shall be at FTL’s rates in placefrom time to time.

22.5    Inaddition to the other rights and remedies in relation to Spare Part Charges inthese

Conditions, FTLreserves the right to increase the price of the Spare Part Charges, or charge afee in addition, by giving notice to the Customer at any time before deliveryto reflect any increase in the cost of the Spare Part Charges to FTL that isdue to:

22.5.1    any factor beyond the control of FTL(including foreign exchange fluctuations, increases in taxes and duties, andincreases in labour, materials and increases in fuel and power, insurance,carriage and transport and other manufacturing costs);

22.5.2    any request by the Customer to change thedelivery date(s) or Order; and/or

22.5.3    anydelay caused by any instructions of the Customer in respect of the Spare PartCharges or failure of the Customer to give FTL adequate or accurate informationor instructions in respect of the same.

Maintenance Charges

22.6    The prices for the Maintenance Services (“Maintenance Charges”) shall be the prices set out

in the quote and/or Order Confirmation, subject to adjustment inaccordance with this clause (and any other applicable term of these Conditions)and shall be exclusive of all costs and charges of packaging, insurance andtransport that shall (where relevant) be invoiced to the Customer. In somecases, the total prices in the quote and/or Order Confirmation may include acombination of prices (for example, a combined total price for Equipment andMaintenance Charges for a 15 year service plan). The Customer shall contact FTLfor further

informationabout the quote and/or Order Confirmation, in writing, where clarification isrequired. Where Maintenance Charges are not set out in the Order Confirmation ,they shall be at FTL’s rates in place from time to time.

22.7    Inaddition to the other rights and remedies in relation to Equipment Charges inthese

Conditions, FTLreserves the right to increase the Charges for the Maintenance Services at anytime:

22.7.1    before Acceptance, to reflect any increasein the Retail Prices Index from the date of the Order Confirmation to the dateof Acceptance. Unless notified otherwise by FTL, such increase shall be no lessthan the increase in the Retail Prices Index; and

22.7.2    annually, to reflect labour rate increases,and, on an annual basis with effect from each anniversary of the Acceptance, inline with the percentage increase in the Retail Prices Index in the preceding12-month period and the first such increase shall take effect on the firstanniversary of Acceptance and shall be based on the latest available figure forthe percentage increase in the Retail Prices Index.

Training Charges

22.8    Theprices for the Training Services (“Training Charges”) shall be theprices set out in the

OrderConfirmation, subject to adjustment in accordance with this clause 22 and shallbe exclusive of all associated expenses that may be charged under clause 22.10.Where Training Charges are not set out in the Order Confirmation, they shall beat FTL’s rates in place from time to time.

Consumable Charges

22.9    The prices for the Consumables (“Consumable Charges”) shall be the prices set out in the

OrderConfirmation or the Contract, subject to adjustment in accordance with thisclause 22 and shall be exclusive of all associated expenses that may be chargedunder clause 22.10. Where Consumable Charges are not set out in the OrderConfirmation, they shall be at FTL’s rates in place from time to time.

All Charges

22.10 Unless specified otherwise, additional charges, costs, increasedCharges or other fees that are not considered Equipment Charges, MaintenanceCharges or Training Charges shall be

payable inaccordance with this clause 22 at FTL’s rates in place from time to time.

22.11 Allcharges for Services are quoted on the basis that the Services will be carriedout between 7.00am to 7.00pm from Monday to Friday (inclusive). If FTL isrequired to carry out Services outside of these normal working hours, anadditional charge will be charged by FTL and payable by the Customer.

22.12 Unlessexpressly stated otherwise in an Order Confirmation or the Contract, FTL shallinvoice the Customer as set out in the Order Confirmation or the Contract, andprovided that where no invoicing dates are set out therein, FTL may invoice forthe Equipment and Services (as applicable) at a rate of 40% on the CommencementDate, and thereafter, on a monthly basis, based on the value of work inprogress undertaken by FTL in that month, regardless of delivery/receipt by theCustomer.

22.13 TheCustomer shall pay each invoice submitted by FTL:

22.13.1 within30 calendar days of the date of the invoice or in accordance with any creditterms set out in the Order Confirmation or the Contract; and

22.13.2 in fulland in cleared funds to a bank account nominated in writing by FTL.

22.14 All amounts payable by the Customer under the Contract areexclusive of amounts in respect of VAT and any other tax or duty relating tothe manufacture, transport, export, import or delivery or sale of the Equipmentor Services. Any such taxes and duties shall be invoices to

the Customer.Where any taxable supply for VAT purposes is made under the Contract by FTL tothe Customer, the Customer shall, on receipt of a valid VAT invoice from FTL,pay to FTL such additional amounts in respect of VAT as are chargeable on thesupply at the same time as payment is due.

22.15 If theCustomer fails to make a payment due to FTL under the Contract by the relevantdue date, then, without limiting FTL’s remedies under clause 26, the Customershall pay interest on the overdue sum from the due date until payment of theoverdue sum, whether before or after judgment. Interest under this clause 22.15will accrue each day at 4% a year above the Bank of England’s base rate fromtime to time, but at 4% a year for any period when that base rate is below 0%.

22.16 Allamounts due under the Contract by the Customer to FTL shall be paid in fullwithout any set-off, counterclaim, deduction or withholding (other than anydeduction or withholding of tax as required by law).

22.17 Where aquotation is given in currency other than sterling it is based on the rate ofexchange at the time of quotation, and is subject to revision based on therelevant exchange rate as at the date of invoice.

23     IntellectualProperty Rights

23.1     AllIntellectual Property Rights in or arising out of or in connection with theEquipment, Software and Services, including any and all Customisations, shallbe owned by FTL (“FTL IPR”).

23.2     Ifthe Customer receives any rights in the Intellectual Property Rights of FTL bylaw, it shall immediately assign such rights to FTL.

23.3     The Customer undertakes:

23.3.1    notto use FTL IPR for any other purpose other than pursuant to the terms of theContract; and

23.3.2    toreturn on reasonable request to FTL all FTL IPR (if any) howsoever storedtogether with copies thereof.

23.4     Anygoodwill however arising out of or in connection with the Customer’s use of anyIntellectual Property Rights permitted pursuant to the Contract or any FTL IPRshall enure to the benefit of FTL.

23.5     The Customer grants FTL a fully paid-up,non-exclusive, royalty-free nontransferable licence to copy and modify anymaterials, information and data provided by the Customer to FTL for the term ofthe Contract for the purpose of providing the Services to the Customer.

23.6     FTLshall not provide the Customer with designs and drawings for the Equipmentunless otherwise agreed in writing, in which case any such designs and drawingsare provided strictly for the purpose of the Customer’s use and maintenance ofthe Equipment and must not be disclosed or provided to any third party. Anysuch designs and drawings are FTL’s confidential information and the provisionsof clause 24 apply accordingly.

24     Confidentiality

24.1     Eachparty undertakes that it shall not at any time disclose to any person anyconfidential information concerning the business, assets, affairs, customers,clients or FTLs of the other party or of any member of the group of companiesto which the other party belongs, except as permitted by clause 24.2.

24.2     Each party may disclose the other party’sconfidential information:

24.2.1    to its employees,officers, representatives, contractors or subcontracts or advisers who need toknow such information for the purposes of exercising the party’s rights

or carrying out its obligations under or in connection with theContract. Each party shall ensure that its employees, officers, representativesor advisers to whom it discloses the other party’s confidential informationcomply with this clause 24; and

24.2.2    asmay be required by law, a court of competent jurisdiction or any governmentalor regulatory authority.

24.3     Noparty shall use any other party’s confidential information for any purposeother than to exercise its rights and perform its obligations under or inconnection with the Contract.

25      Limitation ofLiability

25.1     Referencesto liability in this clause 25 include every kind of liability arising under orin connection with the Contract including liability in contract, tort(including negligence), misrepresentation, restitution or otherwise.

25.2     Nothing shall limit the Customer's paymentobligations under these Conditions.

25.3     Nothingin the Contract limits any liability that cannot legally be limited, includingliability for:

25.3.1    death or personal injury caused bynegligence;

25.3.2    fraud or fraudulent misrepresentation; or

25.3.3    breach of the terms implied by section 12 ofthe Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act1982 (title and quiet possession).

25.4     Subjectto clause 25.3 and 25.5, FTL’s total liability to the Customer arising out ofor in relation to these Conditions, including liability falling under anyindemnities provided by FTL to the Customer, shall not exceed the lower of thefollowing:

25.4.1    where the liability arose in the firstContract Year, the total charges to be payable by the Customer to FTL for Goodsand Services in the first Contract Year;

25.4.2    wherethe liability arose in any Contract Year (including the final Contract Year butexcluding the first Contract Year) the total charges paid in full and clearedfunds by the Customer to FTL for Goods and Services in the Contract Year inwhich the liability arose; and

25.4.3    wherethe liability arose after termination or expiry of these Conditions, the totalcharges paid by the Customer to FTL for Goods and Services in the finalContract Year,

provided alwaysthat the combined maximum aggregate liability of FTL to the Customer arisingout of or in connection with these Conditions shall not exceed the totalCharges paid in full and cleared funds by the Customer to FTL for Goods andServices pursuant to these Conditions.

25.5     Ifbreaches committed in more than one Contract Year give rise to a single claimor a series of connected claims, FTL’s total aggregate liability for thoseclaims shall not exceed the single highest annual cap for those Contract Years.

25.6     This clause 25.6 sets out specific heads ofexcluded loss:

25.6.1    subject to clause 25.3, the following typesof loss are wholly excluded:

25.6.1.1    loss of profits;

25.6.1.2    loss of sales or business;

25.6.1.3    loss of agreements or contracts;

25.6.1.4    loss of anticipated savings;

25.6.1.5    loss of use or corruption of software, dataor information;

25.6.1.6    loss of or damage to goodwill or reputation;

25.6.1.7 loss caused by any Excluded Cause;

25.6.1.8 loss caused by any Third Party Equipment; and

25.6.1.9    indirect or consequential loss.

25.7     Where, due to a defect or failure of theEquipment or the provision of Services, the Customer is unable to use theEquipment, then it agrees to seek to mitigate its loss to the maximum

extent possible,including by having cremations undertaken at a third party facility.

25.8     FTLshall have no liability to the Customer for any failure or delay in deliveringan Order or any part of an Order to the extent that any failure or delay iscaused by the Customer's failure to comply with its obligations under theContract.

25.9     FTLhas given commitments as to compliance of the Equipment and/or Services (asapplicable to the Order) with relevant specifications in clauses 9, 18.2 and19.3. In view of these commitments, the terms implied by sections 13 to 15 ofthe Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods andServices Act 1982 are, to the fullest extent permitted by law, excluded fromthe Contract.

25.10 Save whereexpressly set out in these Conditions, all terms, conditions, warranties,guarantees and other assurances whatsoever whether express or that wouldotherwise be implied or imposed by statute or at common law or otherwisehowsoever are excluded to the fullest extent permitted by Applicable Law.

25.11 Unless the Customer notifies FTL that it intends to make a claimin respect of an event within the notice period, FTL shall have no liabilityfor that event. The notice period for an event shall start on the day on thatthe Customer became, or ought reasonably to have become, aware of the eventhaving occurred (as opposed to it becoming aware of its having grounds to makea claim in respect of it) and shall expire 6 months from that date. The noticemust be in writing and must identify the event and the grounds for the claim inreasonable detail.

25.12 Thisclause 25 shall survive termination of the Contract.

26      Termination

26.1     FTL may terminate the contract on immediatewritten notice to the Customer where:

26.1.1    otherthan in relation to payments in which case clause 26.1.3 shall apply, theCustomer commits any material breach of the Contract, and where that breach isremediable the same has not been remedied within 5 Business Days of request;

26.1.2    the Customer persistently breaches any termor terms of the Contract; or

26.1.3    theCustomer fails to pay any amount due under the Contract on the due date forpayment.

26.2     FTLmay terminate the Contract with immediate effect by giving written notice tothe Customer if one or more of the following applies to the Customer: (a) itceases to trade; (b) it is unable to pay its debts; and/or (c) it suffers anInsolvency Event.

26.3     Without limiting its other rights orremedies, FTL may suspend supply of Equipment or Services under the Contract orany other contract between the Customer and FTL if the Customer becomes subjectto an Insolvency Event or FTL reasonably believes that the

Customer isabout to become subject to any of them, or if the Customer fails to pay anyamount due under the Contract on the due date for payment.

26.4     Ontermination of the Contract for any reason the Customer shall immediately payto FTL all of FTL’s outstanding unpaid invoices and interest. Termination ofthe Contract, however arising, shall not affect any of the parties’ rights,remedies, obligations and liabilities that have accrued as at termination.

26.5     Clausesthat expressly or by implication survive termination of the Contract shallcontinue in full force and effect.

27      Consequences ofTermination

27.1     On termination of the Contract:

27.1.1    theCustomer shall immediately pay to FTL all of FTL’s outstanding unpaid invoicesand interest and, in respect of Services and any aspect of work in progressundertaken by FTL and in respect of any part of the Equipment and Servicessupplied (as appliable) but for which no invoice has been submitted, FTL shallsubmit an invoice, that shall be payable by the Customer immediately onreceipt; and

27.1.2    tothe extent that the Equipment and Services (as applicable) have not been fullypaid for, then FTL may enter the Customer’s Site and take possession of theEquipment.

27.2     Terminationor expiry of the Contract shall not affect any rights, remedies, obligationsand liabilities of the parties that have accrued up to the date of terminationor expiry, including the right to claim damages in respect of any breach of theContract that existed at or before the date of termination or expiry.

27.3     Anyprovision of the Contract that expressly or by implication is intended to haveeffect after termination or expiry shall continue in full force and effect.

28      General

28.1     BriberyAct 2010, Modern Slavery Act 2015 and Criminal Finances Act 2017. TheCustomer shall comply with the Bribery Act 2010, Modern Slavery Act 2015 andthe Criminal Finances Act 2017 and not do, or omit to do, any act that will ormay cause FTL to be in breach of the Bribery Act 2010, Modern Slavery Act 2015or the Criminal Finances Act 2017.

28.2     Data Protection. It is anticipated thatthe parties will each collect personal data covering business to businesscontact details in their capacity as data controllers. In so far as a partycollects and processes personal data of the other party it will comply with itsrespective obligations in relation to the Data Protection Act 2018 (“DPA”). If a party acts as a dataprocessor (as defined in the DPA) the parties shall enter into a dataprocessing agreement that meets the requirements of the DPA.

28.3     Force Majeure. Neither party shall bein breach of the Contract or otherwise liable for any failure or delay in theperformance of its obligations if such delay or failure results from events,circumstances or causes beyond its reasonable control (a “Force Majeure Event”). The time for performance of such obligationsshall be extended accordingly.

28.4     Assignmentand Other Dealings. FTL may at any time assign, mortgage, charge,subcontract, delegate, declare a trust over or deal in any other manner withany or all of its rights and obligations under the Contract. The Customer shallnot assign, transfer, mortgage, charge, subcontract, delegate, declare a trustover or deal in any other manner with any of its rights and obligations underthe Contract without the prior written consent of FTL.

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

  28.5.1 delivered by hand or by pre-paid first-classpost or other next working day delivery

service at itsregistered office (if a company) or its principal place of business (in anyother case); or

  28.5.2       sentby email to the addresses set out in the Order Confirmation. Any notice shall

be deemed to have been received:

      28.5.2.1       ifdelivered by hand, at the time the notice is left at the proper address;

      28.5.2.2 ifsent by pre-paid first-class post or other next working day delivery

service, at9.00am on the second Business Day after posting; or

      28.5.2.3  ifsent by email, at the time of transmission, or, if this time falls outside

Business Hoursin the place of receipt, when Business Hours resume.

This clause 28 does not apply to the service of any proceedings orother documents in any legal action or, where applicable, any arbitration orother method of dispute resolution.

28.6    Severance. If any provision orpart-provision of the Contract is or becomes invalid, illegal or

unenforceable,it shall be deemed deleted, but that shall not affect the validity andenforceability of the rest of the Contract. If any provision or part provisionof the Contract is deemed deleted under this clause 28.6 the parties shallnegotiate in good faith to agree a replacement provision that, to the greatestextent possible, achieves the commercial result of the original provision.

28.7                Costs. The Customer shall reimburseFTL, pursuant to Part 44.5 of the Civil Procedure Rules,

against all Costs incurred by FTL in connection with FTL’s preservation,exercise or enforcement of any of its rights, or the attempted preservation,exercise or enforcement of any of its rights, under or in connection with theContract. For the avoidance of doubt, the parties agree that FTL’s Costs willbe the subject of detailed assessment (time spent/hourly rate) if not agreed,and that Part 45 of the Civil Procedure Rules shall not apply.

28.8  Waiver. A waiver of any right or remedyis only effective if given in writing and shall not be

deemed a waiverof any subsequent right or remedy. A delay or failure to exercise, or thesingle or partial exercise of, any right or remedy shall not waive that or anyother right or remedy, nor shall it prevent or restrict the further exercise ofthat or any other right or remedy.

28.9 No partnership or agency. Nothing inthe Contract is intended to, or shall be deemed to,

establish anypartnership or joint venture between the parties, constitute either party theagent of the other, or authorise either party to make or enter into anycommitments for or on behalf of the other party.

28.10 Entire agreement. TheseConditions apply to the Contract to the exclusion of any other terms that theCustomer seeks to impose or incorporate, or that are implied by law, tradecustom, practice or course of dealing. The Contract constitutes the entireagreement between the parties. Each party acknowledges that in entering intothe Contract it does not rely on any statement, representation, assurance orwarranty (whether made innocently or negligently) that is not set out in theContract. Each party agrees that it shall have no claim for innocent ornegligent misrepresentation or negligent misstatement based on any statement inthe Contract.

28.11 Third party rights. The Contract doesnot give rise to any rights under the Contracts (Rights of Third Parties) Act1999 to enforce any term of the Contract. The rights of the parties to rescindor vary the Contract are not subject to the consent of any other person.

28.12 Variation. Except asset out in these Conditions, no variation of the Contract shall be effectiveunless it is agreed in writing and signed by the parties (or their authorisedrepresentatives).

28.13 Conflict. In the event of any conflictor inconsistency between the documents that make up the Contract: the order ofprecedence shall be: Order Confirmation, Order, these Conditions and quote.

29      Dispute Resolution

29.1     In the event of a dispute arising out of orrelating to the Contract, including any question regarding its existence,validity or termination, the parties may first seek settlement of that disputeby following the escalation procedure below.

Dispute stages

Customer

FTL

Stage 1

Manager

Director

Stage 2

Strategic  Director

Director

If the Stage 1Representatives are unable to reach an agreement within five (5) Business Daysof the referral to them, then the dispute shall be referred, in writing on thenext Business Day to the Stage 2 Representatives to consider and resolve.

29.2     Ifany dispute arises in connection with the Contract that cannot be resolved inaccordance with clause 29.1, the parties may attempt to settle it by mediationin accordance with the Centre for Effective Dispute Resolution (CEDR) modelmediation procedure. Unless otherwise agreed between the parties within 14calendar days of notice of the dispute, the mediator will be appointed by CEDR.

29.3     Thisclause shall not prevent or delay either party from raising a dispute inaccordance with clause 30.

30      Governing Law andJurisdiction.

30.1     TheContract and any dispute or claim (including non-contractual disputes orclaims) arising out of or in connection with it or its subject matter orformation shall be governed by and construed in accordance with English law.

30.2     Save that claims may be brought in anycompetent jurisdiction for (i) injunctive relief and (ii) claims relating tointellectual property or for breach of confidence, each party irrevocablyagrees that the courts of England and Wales shall have exclusive jurisdictionto settle any dispute or claim (including non-contractual disputes or claims)arising out of or in connection with the Contract or its subject matter orformation

‍