TERMS & CONDITIONS

DEFINITIONS

In these Terms and Conditions, the following words shall have attributed to them the meanings specified

1.1 SES Technologies UK Ltd shall mean SES technologies UK Ltd. Whose place of business is at 01 Meadlake Place Egahm Tw20 8HE

1.2 Customer shall mean the person, company or any other body that purchases or agrees to purchase Goods whether a Consumer Trade Customer or Credit Customer.

1.3 Consumer shall mean an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft of profession.

1.4 Trade Customer shall mean a Customer who buys Goods for the purpose of a business and not as a Consumer.

1.5 Credit Customer shall mean a Trade Customer to whom SES Technologies UK Ltd allows credit in respect of Goods purchased or agreed to be purchased.

1.6 Goods shall mean all goods and services which the Customer agrees to buy from SES Technologies UK Ltd including replacements for defective Goods, hardware documentation and software products licensed for use by the Customer.

1.7 Contract shall mean the Contract between SES Technologies UK Ltd and the Customer for the sale of Goods by SES Technologies UK Ltd to the Customer.

1.8 Catalogue shall mean any published promotional material produced by SES Technologies UK Ltd.

1.9 Working Days shall mean Monday to Friday inclusive but exclusive of Bank Holidays.

1.10 Customer’s Registered Address shall mean the address of the Customer that is already registered with SES Technologies UK Ltd or the address registered with the issuing company of any debit or credit card which is used as a means of payment for Goods.

1.11 Goods shall mean the relevant goods which are the subject of the Contract.

1.12 Used Products are all clearance items; there are various product conditions for example: -

New, boxed and end of line Scratch and dent to product or packaging or both Refurbished Used and all sold in Fully Working Order and Tested. The Goods are clearly marked as seconds and clearly marked with the warranty.

1.13 Distance Selling shall mean a non-face-to-face purchase, therefore an item purchased via the Internet, over the telephone or mail order.

SES Technologies UK Ltd Registration Number : 08758438

SES Technologies UK Ltd VAT number : GB 188256958

2 GENERAL

2.1 All orders for Goods are accepted by SES Technologies UK Ltd subject to these terms and conditions of sale which supersede any other terms and conditions previously published. These constitute the entire understanding between SES Technologies UK Ltd and the Customer for the sale of Goods. SES Technologies UK Ltd accepts responsibility under these terms and conditions for its commitments to the Customer.

2.2 Any substitute products that are supplied, and found to be faulty will be collected at SES Technologies UK Ltd expense. Contact Customer Service to arrange for the goods to be returned.

2.2.1 Goods will be supplied based on any information provided by the Customer.

2.3 Any Catalogue published by SES Technologies UK Ltd is an invitation to treat and not an offer to supply.

2.4 Subject to condition 2.5 any advice or recommendation given by SES Technologies UK Ltd or its employees to a Trade Customer as to the storage, application or use of the Goods is followed or acted upon entirely at the Trade Customer’s own risk.

2.5 Condition 2.4 shall not apply to any Customer purchasing Goods as a Consumer.

2.6 All descriptions and illustrations contained in the Catalogue or any price list or otherwise communicated to the Customer are correct at the time of publication.

2.7 If the description of any Goods, which are not directly manufactured by SES Technologies UK Ltd, contained in any correspondence, invoice or the current Catalogue varies from that of the manufacturer’s description, then the manufacturer’s description will be deemed to be the correct description and shall take precedence over the description assigned by SES Technologies UK Ltd.

2.8 In the event of any material change to any description of goods since the date of publication of the last Catalogue by SES Technologies UK Ltd , SES Technologies UK Ltd will advise the Customer of the revised description at the time of delivery of the goods or before where possible.

2.9 SES Technologies UK Ltd reserves the right without prior notice to discontinue any Goods or to make design changes as part of a continuous programme of improvement or to assist availability.

Goods listed in any SES Technologies UK Ltd Catalogue may originate from a Non-EU source. All contracts between SES Technologies UK Ltd and the Customer shall be governed by and interpreted in accordance with English Law and both SES Technologies UK Ltd and the Customer submits to the exclusive jurisdiction of any competent Court in the United Kingdom. Nothing contained herein shall affect a Consumer’s legal rights in connection with the purchase of the Goods. Further information can be obtained from your local Trading Standards office or Citizens Advice Bureau.

2.10 All prices for the Goods are in pounds Sterling and subject to Value Added Tax (“VAT”) at the relevant rate ruling on the date of despatch and do not include the cost of carriage, packaging or other charges which becomes payable under any contract with SES Technologies UK Ltd. Prior to the conclusion of the contract SES Technologies UK Ltd will inform the Customer the total amount to be debited.

2.11 Whilst every endeavour will be made to maintain the prices in the Catalogue, SES Technologies UK Ltd reserves the right to alter prices at any time. Prior to the conclusion of the contract SES Technologies UK Ltd will inform the Customer the total amount to be debited.

2.12 Any change in price will be communicated to the Customer at the time of ordering. Prior to the conclusion of the contract SES Technologies UK Ltd will inform the customer the total amount to be debited.

3 ORDER PROCESSING

3.1 Orders can be placed via SES Technologies UK Ltd web site only

3.2 Written confirmation is required for a Trade Customer telephone order, but if the Trade Customer sends written confirmation such confirmation must be marked ‘Confirmation Only’ so as to avoid liability for a duplicated delivery. Any resulting duplication of delivery shall be the responsibility of the Trade Customer.

3.3 SES Technologies UK Ltd reserves the right to deliver part orders, or hold orders until all items are available, as required. Credit cards are charged for at the point of order confirmation for on-line orders or telephone orders. If any goods are not available upon ordering the Customer shall be notified immediately, the customer will be offered an alternative product if available or a full refund where funds have been taken.

3.4 When dealing as a Trade Customer authorisation for the return of goods must be obtained from the Customer service Department by telephoning 0330 118 5025

3.5.1 Acceptance of an internet order placed by a Customer and the completion of the contract between the Customer and SES Technologies UK Ltd will take place when the Customer receives an email from SES Technologies UK Ltd .

3.5.2 If SES Technologies UK Ltd is unable to supply the Customer with a Good, for example, because that Good is no longer available, or because of an error in the price on SES Technologies UK Ltd website or catalogue, or SES Technologies UK Ltd is unable to obtain authorisation for the Customer’s payment, or where the Customer does not accept SES Technologies UK Ltd terms and conditions of sale, SES Technologies UK Ltd will inform the Customer of this by e-mail or telephone. If the Customer has already paid for the Goods, SES Technologies UK Ltd will refund the Customer the full amount as soon as possible and in any event within 14 days.

3.5.3 Acceptance by SES Technologies UK Ltd of any payments made by the customer in connection with any goods does not constitute SES Technologies UK Ltd acceptance of the customer’s order and a legally binding contract is not formed until the customer receives SES Technologies UK Ltd dispatch confirmation via email or when the goods are received including the official VAT receipt, SES Technologies UK Ltd will not be obliged to supply goods to the customer until then.

3.6 Telephone orders by a Trade Customer will be charged by SES Technologies UK Ltd with credit card, or in some agreed cases SES Technologies UK Ltd will accept an official purchase order by email, fax or post.

3.7 In the event of cancellation of part of an order by a Trade Customer SES Technologies UK Ltd reserves the right to invoice for any difference between the selling price applicable for the final quantity despatched and the total price of the original order plus a restocking charge. Orders where goods have been specifically ordered for Trade Customer requirements (schedule and non-stock items) cannot be cancelled.

4 PAYMENTS

4.1 Payment shall be made by the Customer for all monies owed to SES Technologies UK Ltd in respect of orders placed for Goods.

4.2 Under normal circumstances payment shall be made at the time that the order is placed. Payment may be made by, and is accepted by, major credit and debit cards: (Maestro, MasterCard, Visa).

4.3 Credit terms are available to Trade Customers on request and subject to status, satisfactory references and acceptable trading history with SES Technologies UK Ltd . Payment is due by the end of the month following the month of despatch without any deductions. If the Credit Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to SES Technologies UK Ltd , SES Technologies UK Ltd shall be entitled to:

i) Cancel the order and suspend further deliveries of Goods.

ii) Allocate any payments made by the Customer to such of the Goods (or Goods supplied under any other order) as SES Technologies UK Ltd may think fit.

iii) Charge an administration fee for any legal or other collection processes required to recover all monies due.

iv) Charge interest on the unpaid amount from the due date in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.4 If the Customer fails to make payment for the Goods in accordance with these Terms and Conditions or permits any other breach of any contract for sale or if any distress or execution shall be levied upon any of the Customer’s goods or if the Customer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Customer or the Customer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver, Administrative Receiver or Manager shall be appointed over the whole or any part of the Customer’s business or assets or if any petition for the appointment of any administrator is presented against the Customer or if the Customer shall suffer any actions or proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately.

4.5 SES Technologies UK Ltd may in its absolute discretion and without prejudice to any other rights which it may have, suspend all future deliveries of Goods to the Trade Customer and/or terminate any contract without liability upon its part. in the event of any breach of these Terms and Conditions by the Trade Customer.

5 DELIVERY

5.1 Standard Delivery charge is free for 3 day standard tracked UK delivery. Other delivery methods are available at additional cost. The current charge can be ascertained by contacting SES Technologies UK Ltd . Prior to the conclusion of the contract SES Technologies UK Ltd will inform the Customer the total amount to be debited.

5.2 The risk of damage to or loss of Goods ordered from SES Technologies UK Ltd will pass to the Customer when the goods are delivered.

5.3 Same or next working day despatch is normally achieved but not guaranteed, provided the order has been received by SES Technologies UK Ltd before 12.00 pm during Working Days., and the goods are in stock. This provision does not apply to Goods requiring special modification (e.g. extended cables, programming, drilling etc.) and orders which are too large to be despatched by SES Technologies UK Ltd contracted carrier. Delivery will normally only be made to the Customer’s registered address unless notified to SES Technologies UK Ltd in writing beforehand. All orders will be despatched where reasonably practicable the same or next working day as the order is received by SES Technologies UK Ltd and normally delivered within three working days. For vital consignments, SES Technologies UK Ltd offers a guaranteed delivery service, weekdays before 10.30 am or midday. All orders for guaranteed deliveries must be received by 12.00pm on the working day before delivery. Details of the charges are available from SES Technologies UK Ltd prior to the placing of any order.

5.4 Carriage will be charged on orders involving Export at the appropriate rate prevailing at the date of despatch. Prior to the conclusion of the contract SES Technologies UK Ltd will inform the Customer the total amount to be debited.

5.5 The Customer is responsible at their own expense to obtain any import or export license or any other documentation deemed necessary by any compliant authority.

5.6 The Customer must inspect the Goods as soon as reasonably practicable after delivery and shall within 5 days of such delivery or receipt give notice to the Customer Service Department of SES Technologies UK Ltd of any apparent physical or delivery damage in the Goods.

5.7 Queries regarding shortages of Goods must be made within 24 hours of delivery date and must be accompanied by the despatch note. Queries regarding Goods invoiced but not delivered must be made to the Customer Service Department of SES Technologies UK Ltd within 30 days of invoice date and the invoice number must be quoted.

5.8 SES Technologies UK Ltd shall not be liable to compensate the Trade Customer by way of damages or otherwise for non-delivery or late delivery of the Goods or for any loss consequential or otherwise arising from non-delivery or late delivery.

5.9 NOTHING IN THIS SECTION AFFECTS THE LEGAL RIGHTS OF THE CONSUMER. FURTHER INFORMATION ABOUT YOUR CONSUMER RIGHTS ARE AVAILABLE FROM YOUR LOCAL TRADING STANDARDS OFFICE OR CITIZENS ADVICE BUREAU.

6 RETURNS

6.1 Consumer’s legal right to return unwanted goods: This is separate and in addition to SES Technologies UK Ltd satisfaction guarantee set out at section 6.2 below.

6.1.1 Notwithstanding any other provisions of these Conditions of Sale, the Customer has the right to change their mind and to cancel an order within 30 calendar days without giving any reason ( in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013). The cancellation period will expire after 30 days from the day on which the Customer acquires physical possession of the Goods.

6.1.2 To exercise this right to cancel the Customer must inform SES Technologies UK Ltd of its decision to cancel the order by a clear statement (e.g. a letter sent by post, fax or e-mail). The Customer may use the model cancellation form included at Annex 1 below, but it is not obligatory. To meet the cancellation deadline, it is sufficient for the Customer to send its communication concerning its exercise of the right to cancel before the cancellation period has expired.

6.1.3 Reasonable care should be taken by the Customer whilst the goods remain in their possession and goods must be adequately packaged when being returned back to SES Technologies UK Ltd at the customers cost.

6.1.4 If the Customer cancels this Contract in accordance with this section 6.1, SES Technologies UK Ltd will reimburse to the Customer all payments received from the Customer, including the costs of delivery (except for the supplementary costs arising if the Customer chose a type of delivery other than the least expensive type of standard delivery offered by SES Technologies UK Ltd ). SES Technologies UK Ltd may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by the Customer. The Customer is only liable for any diminished value of the Goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the Goods the Customer has received.

6.1.5 SES Technologies UK Ltd will make the reimbursement without undue delay, and not later than:

(a) 14 days after the day SES Technologies UK Ltd receives back from the Customer any Goods supplied; or

(b) (if earlier) 14 days after the day the Customer provides evidence that it has returned the Goods: or

(c) if there were no Goods supplied, 14 days after the day on which SES Technologies UK Ltd is informed about the Customer’s decision to cancel this Contract.

6.1.6 SES Technologies UK Ltd will make the reimbursement using the same means of payment as the Customer used for the initial transaction unless the Customer has expressly agreed otherwise, and in any event, the Customer will not incur any fees as a result of the reimbursement.

6.1.7 The Customer shall send back the Goods to SES Technologies UK Ltd within 10 days without undue delay. SES Technologies UK Ltd will complete Refunds or Exchanges on receipt of the returned goods.

6.2 All goods must be their original “as new” condition, are unused and in a resalable condition, including all packaging and accessories and a valid proof of purchase

SES Technologies UK Ltd will not accept the return under the 14-day return policy of any Goods that have had a manufacturers or suppliers warranty or registration invoked. Software is excluded from the SES Technologies UK Ltd Satisfaction Guarantee. SES Technologies UK Ltd will deem such registration by the Customer as acceptance of the Goods. SES Technologies UK Ltd must receive all returns within 30 days of the Returns notification being issued and any Goods received after that period will be dealt with on an individual basis. The Customer must take all reasonable care to ensure that all returned items be suitably packaged, and that the Goods are protected when being returned. The Customer must provide to SES Technologies UK Ltd proof of despatch to SES Technologies UK Ltd . In the event of Goods being returned without a previously notification the processing of any claim by the Customer is likely to be delayed.

6.3 Unwanted goods will not be accepted back after the 14 day Satisfaction Guarantee has elapsed. Where authorised returns of unwanted Goods are received by SES Technologies UK Ltd after the expiry of the 14-day Satisfaction Guarantee period but within a reasonable period of time SES Technologies UK Ltd reserves the right to levy a handling charge of 20% of the invoice value, with a minimum charge of £10 will be levied on goods 'not wanted' or 'incorrectly ordered' or due to duplication resulting from a confirmation order not being endorsed to that effect. The Customer must bear all the costs of returning any unwanted Goods to SES Technologies UK Ltd and provide proof of postage. SES Technologies UK Ltd reserve the right to recover reasonable direct costs where collection of goods from a Customer has been requested.

SES Technologies UK Ltd reserves the right not to accept the return of unwanted, non-defective goods after the 30 day period at its absolute discretion.

6.4 Faulty goods - Any defects in the Goods which under proper use appear within a reasonable period after delivery and which are due to faulty materials, workmanship or design will be made good by SES Technologies UK Ltd either by repair or replacement. Where we are unable to offer a repair or replacement, we will issue a refund. Any claim for Goods or the defective parts should be returned together with proof of purchase and all complete accessories, instruction manuals and software and, wherever possible, in the original packaging. Any claim for defective Goods or parts must be made in writing (specifying the date of purchase and invoice number) within a reasonable period of time after delivery. SES Technologies UK Ltd do not cover faults to goods caused by accident, neglect, misuse or normal wear and tear and we reserve the right to inspect the product and verify the fault. If we verify a manufacturers fault, we will repair or replace (where we are unable to offer a repair of replacement, we will issue a refund). If the fault is not a manufacturer’s fault, we offer a chargeable repair service.

6.5 All goods are supplied with a one year warranty “return to base “or otherwise stated in the contract shall affect the statutory rights of the Consumer or liability for death or personal injury caused by the negligence of SES Technologies UK Ltd.

6.6 SES Technologies UK Ltd Reserve the right to inspect and discuss with the supplier about the reported fault.

6.7 Warranty seals applied to any Goods supplied by SES Technologies UK Ltd must not be removed or broken and any product without the warranty seals intact will be deemed to have had any warranty invalidated and the Goods will be deemed to have been accepted by the Customer.

6.8 The warranty period as stated in 6.5 is from the date of purchase if goods are replaced within this warranty period, the warranty will continue from the original date of purchase unless specifically agreed otherwise by SES Technologies UK Ltd in writing.

6.9 Conditions 6.1 to 6.7 inclusive do not affect a Consumer’s legal rights in connection with the purchase of the Goods. Further information about your consumer rights can be obtained from your local Trading Standards office or Citizens Advice Bureau.

6.9.1 Where the Customer purchases software from SES Technologies UK Ltd which is downloaded using an activation key the Customer gives its express consent to SES Technologies UK Ltd supplying such software immediately following completion of the Customer’s order. If the Customer begins the download of the software the Customer acknowledges that the Customer will lose its legal right to cancel the order as described in clauses 6.1.1 to 6.1.7 above

6.10 The responsibility for ensuring that Goods are sufficient and suitable for the Customer’s requirements rests with the Customer save insofar as SES Technologies UK Ltd have specifically advised the Customer that the Goods are sufficient and suitable for the Customer’s purposes.

6.11 f you have requested we begin the performance of any service, such as installation of a product, within the 30-day cancellation period, we have the right to retain any charge paid for services which have already begun or been completed.

Please note that we may not provide you with a full refund if you have handled the goods beyond what is necessary to establish their nature, characteristics and functioning

7 INTELLECTUAL PROPERTY

7.1 Goods referred to in any SES Technologies UK Ltd Catalogue, correspondence or invoice may be subject to a patent, trademark, registered design, copyright, topography right or other right of a third party. SES Technologies UK Ltd owns full copyright in respect of any Catalogue whether published in paper or electronic form. The reproduction, storage in a retrieval system, or transmission, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, in part or in whole, is prohibited without the prior written consent of SES Technologies UK Ltd. Notwithstanding any other term of these conditions of sale, title in any software program that forms part of the Goods purchased is retained by SES Technologies UK Ltd and will not pass to the Customer. Such software programs may only be used by the Customer and a revocable non-exclusive licence is hereby granted for the sole use of the Customer (so far as SES Technologies UK Ltd are able to grant such licence) and any software must not be copied or altered or otherwise modified in any way.

7.2 Where any designs or specifications have been supplied by the Customer for manufacture of Goods by SES Technologies UK Ltd the Customer warrants that the use of such designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and the Customer shall indemnify SES Technologies UK Ltd against all costs claims and demands of whatsoever nature arising out of the use of such designs or specifications.

8 DATA PROTECTION

8.1 By placing an order with SES Technologies UK Ltd the Customer agrees to data relating to the transaction being retained and processed by SES Technologies UK Ltd in accordance with the Data Protection Act or any statutory modification thereof. The data so retained will only be used by SES Technologies UK Ltd for the purpose of accounting, marketing & independent reviews.

8.2 SES Technologies UK Ltd may send to the Customer details of other Goods and services offered by SES Technologies UK Ltd that SES Technologies UK Ltd may consider to be of interest to the Customer. If the Customer does not wish to receive details of these offers then they should contact SES Technologies UK Ltd either in writing at 39 Conway Drive Ashford Middlesex TW15 1RG, by email [email protected] or by telephone on 0330 118 5025 stating that data is removed from the marketing database. SES Technologies UK Ltd subscribes to the data protection principles as laid down by the Information Commissioner and all data is held securely. The Customer may, by writing to the Customer Service Department of SES Technologies UK Ltd, request that all data relating to them be deleted from its records. Customers may also, in accordance with the provisions of the Data Protection Act, obtain copies of such data that is held in respect of them by SES Technologies UK Ltd . For Trade Customers SES Technologies UK Ltd will also retain and process information in its capacity of a credit reference agency.

9A SES Technologies UK Ltd LIABILITY IF YOU ARE A CONSUMER CUSTOMER

This clause [9A] only applies if you are a Consumer.

9A.1 If SES Technologies UK Ltd fails to comply with these terms and conditions of sale or our website terms of use, SES Technologies UK Ltd is responsible for loss or damage the Customer suffers that is a foreseeable result of SES Technologies UK Ltd is breach of these terms and conditions of sale or our website terms of use or SES Technologies UK Ltd negligence, but SES Technologies UK Ltd is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of SES Technologies UK Ltd breach or if it was contemplated by the Customer and SES Technologies UK Ltd at the time we entered into the Contract.

9A.2 SES Technologies UK Ltd only supply the Goods to Consumers for domestic and private use. The Customer agrees not to use the Goods for any commercial, business or re-sale purposes, and SES Technologies UK Ltd has no liability to the Customer for any loss of profit, loss of business, business interruption, or loss of business opportunity.

9A.3 SES Technologies UK Ltd does not in any way exclude or limit its liability for:

9A.3.1 death or personal injury caused by SES Technologies UK Ltd negligence;

9A.3.2 fraud or fraudulent misrepresentation.

9A.3.3 any breach of the terms implied by section 17 of the Consumer Rights Act 2015 (title and quiet possession);

9A.3.4 any breach of the terms implied by section 9 to 17 of the Consumer Rights Act 2015 (description, satisfactory quality, match model, pre contract information, right to supply, installed correctly, digital content, fitness for purpose and samples);

9A.3.5 arising under Section 2(3) Consumer Protection Act 1987; or

9A.3.6 for any matter which it is not permitted by law to limit or exclude, or attempt to limit or exclude, SES Technologies UK Ltd liability.

10 FORCE MAJEURE

10.1 SES Technologies UK Ltd shall not be liable to the Customer or deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform, any obligations of SES Technologies UK Ltd in relation to the Goods, provided that the delay or failure was due to any cause beyond reasonable control of SES Technologies UK Ltd. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond reasonable control of SES Technologies UK Ltd : Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of SES Technologies UK Ltd or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

11 OWNERSHIP AND RISK

11.1 The risk of damage to or the loss of Goods supplied by SES Technologies UK Ltd will pass to the Trade Customer when the goods are loaded on to the delivery vehicles at SES Technologies UK Ltd premises. However the title of the goods will not pass to the Trade Customer until payment in full of all sums due from the Trade Customer to SES Technologies UK Ltd has been made. Risk in the Goods will not transfer to the Consumer until the Goods are in the physical possession of the Consumer.

11.2 Delivery having been made, the property in the goods shall not pass from SES Technologies UK Ltd until

(i) The Customer shall have paid the price plus VAT in full; and

(ii) No other sums whatever shall remain owing to SES Technologies UK Ltd .

11.3 Until property in the goods passes to the Trade Customer. The Trade Customer shall hold the products and each of them on a fiduciary basis as bailee for SES Technologies UK Ltd . The Trade Customer shall store the products (at no cost to SES Technologies UK Ltd) separately from all other Products in its possession and marked in such a way that they are clearly identified as SES Technologies UK Ltd property. Notwithstanding that the Products (or any part of them) remain the property of SES Technologies UK Ltd, the Trade Customer may sell or use the Products in the ordinary course of the Trade Customer’s business at full market value for the account of SES Technologies UK Ltd . Any such sale or dealing shall be a sale or use of SES Technologies UK Ltd property by the Trade Customer on the Trade Customer’s own behalf and the Trade Customer shall deal as principal when making such sales or dealings. Until property of the Goods passes from SES Technologies UK Ltd the entire proceeds of sale or otherwise of the Products shall be held in trust for SES Technologies UK Ltd and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as SES Technologies UK Ltd money. SES Technologies UK Ltd shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the Goods has not passed from SES Technologies UK Ltd .

11.4 Until such time as the property in the Goods passes from SES Technologies UK Ltd, the Trade Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to SES Technologies UK Ltd . If the Trade Customer fails to return Goods, SES Technologies UK Ltd may enter any premises owned occupied or controlled by the Trade Customer where the Goods are situated and repossess the Goods. On the making of such repossession the rights of the Trade Customer shall cease.

11.5 The Trade Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods that are the property of SES Technologies UK Ltd . Without prejudice to the other rights of SES Technologies UK Ltd , if the Trade Customer does so all sums whatever owing by the Trade Customer shall forthwith become due and payable.

11.6 The Trade Customer shall insure and keep insured the Goods to the full value against ‘all-risks’ to the reasonable satisfaction of SES Technologies UK Ltd until the date that property in the Goods passes from SES Technologies UK Ltd and shall, whenever requested by SES Technologies UK Ltd , produce a copy of the policy of insurance and evidence of payment of premium. Without prejudice to the other rights of SES Technologies UK Ltd , if the Trade Customer fails to pay any sums whatever owing by the Trade Customer on the due date, all sums due to SES Technologies UK Ltd shall forthwith become due and payable.

12 MISCELLANEOUS

12.1 All headings in these Terms and Conditions are for ease of reference only and shall not affect the construction of any contract between SES Technologies UK Ltd and a Customer. Any provision of any contract with SES Technologies UK Ltd which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of any Contract. No waiver or forbearance by SES Technologies UK Ltd (whether expressed or implied) in enforcing any of its rights under any contract shall prejudice its right to do so in the future.

For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is agreed by SES Technologies UK Ltd and the Customer that nothing in any contract shall confer on any third party any right to enforce or any benefit of any term of any contract that may be concluded by them.