T&Cs of Purchase

DEFINITIONS
1.1 In these Conditions, the following definitions apply:
“Conditions” these terms and conditions as amended from time to time in accordance with clause

2.5; “Contract” the contract between CAeS and the Supplier for the supply of Goods and/or Services in accordance with these Conditions;

“CAeS” Cranfield Aerospace Solutions Limited registered in England and Wales with company number 02415720 whose registered office is at Hangar 2,Cranfield, MK43 0AL and/or any member of the CAeS Group who receives or takes the benefit of the Goods and/or Services as the case may be; “Deliverables” all documents, products and materials developed by the Supplier or any of its agents, contractors or employees as part of or in relation to the
Services in any form or media, including any drawings, drafts, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports;
“Goods” the goods (or any part of them) set out in the Order;
“Goods Specification” any specification for the Goods supplied by CAeS to the Supplier, including any related plans, drawings, samples and/or descriptions;
“Group” in relation to a company, that company, each and any subsidiary or holding company from time to time of that company and each and any subsidiary from time to time of a holding company of that company; “Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, mask works rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights
in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world; “Order” CAeS’s order for the supply of Goods and/or Services, as set out in CAeS’s purchase order; “Services” the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification;
“Service Specification” any specification for Services supplied by CAeS to the Supplier including any related plans, drawings samples and/or descriptions; “Supplier” the person or company from whom CAeS purchases the Goods and/or Services.

2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by CAeS to purchase Goods and/or Services from the Supplier in accordance with these Conditions.

2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade,
custom, practice or course of dealing.

2.3 The Order and these Conditions shall be deemed to be accepted (in the absence of any express written acceptance by the Supplier), by the Supplier
undertaking any act which is consistent with fulfilling the Order.

2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

2.5 Any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of CAeS.

2.6 Subject to clause 2.5, CAeS reserves the right at any time to make changes to the Goods Specification and/or Service Specification or to otherwise change the
scope of the Order, and the Supplier agrees to immediately comply with such changes. Any difference in price or time for performance resulting from such
changes shall be equitably adjusted by CAeS after receipt of such documentation in such form and detail as CAeS may require.

3. DELIVERY OF GOODS
3.1 Time of delivery of the Goods is of the essence and the Supplier shall deliver the Goods:

3.1.1 on the date specified in the Order. Early deliveries may be accepted by prior agreement

3.1.2 to CAeS’s premises at Building 84,Cranfield, MK43 0AL or such other location as is set out in the Order or as instructed by CAeS before delivery.

3.1.3 between the hours of 0900 and 1500 Monday to Thursday, and 0900 to 1400 on Friday. Deliveries outside these hours may be accepted by prior agreement.

3.2 The Supplier shall ensure that:

3.2.1 the Goods are properly packed, marked and secured in such manner as to enable them to reach their destination in good condition;

3.2.2 it promptly forwards any bill of lading or other shipping receipt for each shipment in accordance with CAeS’s instructions;

3.2.3 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods
(including the code number of the Goods (where applicable)), special storage instructions (if any), remaining shelf life (if appropriate) and, if the Goods
are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;

3.2.4 if the Supplier requires CAeS to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note and any such
packaging material shall only be returned to the Supplier at the cost of the Supplier; and

3.2.5 it complies with any requirement of CAeS relating to the delivery of the Goods as may be specified to the Supplier from time to time.

3.3 If the Supplier:
3.3.1 delivers less than the quantity of Goods ordered, CAeS may reject the Goods; or

3.3.2 delivers more than the quantity of Goods ordered, CAeS may at its sole discretion reject the Goods or the excess Goods, and any rejected Goods shall
be returnable at the Supplier’s sole risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and CAeS accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

3.4 The Supplier shall include on any bills of lading or other shipping receipts correct identification of the Goods shipped in accordance with CAeS’s instructions
and the carrier’s requirements. The marks on each package and identification of the Goods on packing slips, bills of lading and invoices shall be sufficient to
enable CAeS to easily identify the Goods purchased.

3.5 For orders of Goods where the quantities and delivery times are not specified in the Order, the Supplier shall deliver the Goods in such quantities and at such
times as specified by CAeS to the Supplier.

3.6 Risk in the Goods shall pass to CAeS on completion of delivery in accordance with these Conditions.

3.7 Title in the Goods shall pass to CAeS on completion of delivery, unless payment for the Goods is made by CAeS to the Supplier prior to delivery, when title
shall pass to CAeS once payment has been made.

4. SUPPLY OF SERVICES
4.1 Time for the performance of the Services is of the essence and the Supplier shall from the date set out in the Order and for the duration set out in the Order
provide the Services to CAeS in accordance with the terms of the Contract.

4.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by CAeS.

4.3 In providing the Services, the Supplier shall:

4.3.1 co-operate with CAeS in all matters relating to the Services, and comply with all instructions of CAeS;

4.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

4.3.3 hold all materials, equipment and tools, drawings, specifications and data supplied by CAeS to the Supplier in safe custody at its own risk, maintain such
materials in good condition until returned to CAeS, and not dispose or use such materials other than in accordance with CAeS’s written instructions or
authorisation.

5. QUALITY AND INSPECTION
5.1 The Supplier agrees to comply with all quality requirements and procedures specified by CAeS from time to time.

5.2 CAeS shall have the right to inspect the Supplier’s facilities at reasonable times and/or to inspect and/or test the Goods, materials used for their productionnand/or in the performance of any Services and/or any property of CAeS covered by the Order at any time before delivery.

5.3 If, following such inspection or testing referred to in clause 5.2, CAeS considers that the Goods and/or Services do not conform or are unlikely to comply with the Supplier’s warranties at clause 8, CAeS shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure
compliance.

5.4 Notwithstanding any such inspection or testing referred to in this clause 5, the Supplier shall remain fully responsible for the Goods and/or the Services (as the
case may be) including the Deliverables and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract, and CAeS shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

5.5 CAeS will not accept counterfeit Goods. The supplier shall plan, implement, and control processes, appropriate to the organisation and the product, for prevention of counterfeit or suspect counterfeit part use and their inclusion in product(s) delivered to CAeS.

6. CAES REMEDIES
6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, or otherwise fails to comply with the terms of the Contract, CAeS
shall, without limiting its other rights or remedies (whether or not Goods or any part of them shall have been accepted by CAeS), have one or more of the
following rights at its sole discretion:

6.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;

6.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;

6.1.3 to reject the Goods (in whole or in part) regardless of whether or not title has passed and within 5 days of receipt, either request or arrange collection at
the supplier’s own risk and expense.

6.1.4 to recover from the Supplier any additional costs incurred by CAeS in obtaining substitute goods and/or services from a third party and recover any
associated costs incurred by CAeS in it procuring such substitute goods and/or Services;

6.1.5 to require the Supplier (at the Supplier’s sole expense and risk) to provide a more expeditious method of transportation for the Goods than that originally
specified by CAeS in the Order or otherwise and if CAeS requires this remedy, the Supplier shall procure the delivery of the Goods as expeditiously as
possible;

6.1.6 where CAeS has paid in advance for Services that have not been provided and/or Goods which have not been delivered, to have such sums refunded by
the Supplier;

6.1.7 to require the Supplier (at the Supplier’s sole expense) to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected
Goods if paid;

6.1.8 to require the Supplier (at the Suppliers’ sole expense) to re-perform the Services (or part of them, as may be appropriate) or to provide a full refund of
the price of the Services if paid;

6.1.9 to (at the Supplier’s sole expense) carry out such works as may be necessary to make the Goods or any part of them comply with the terms of the
Contract; and

6.1.10 to claim damages for any additional costs, losses or expenses incurred by CAeS which are in any way attributable to the Supplier’s failure to meet the
terms of the Contract.

6.2 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

7. CHARGES AND PAYMENT
7.1 The price for the Goods and/or Services shall be the price set out in the Order. The price shall be fixed and no extra charges or costs shall be effective unless
agreed in writing and signed by a duly authorised representative of CAeS.

7.2 Unless otherwise expressly stated in the Order:

7.2.1 the price for the Goods shall be inclusive of all costs of packaging, insurance and carriage of the Goods;

7.2.2 the price for the Goods shall be inclusive of import duties, foreign taxes

7.2.3 in respect of Goods, the Supplier shall invoice CAeS on or at any time after completion of delivery of all of the Goods;

7.2.4 in respect of Services, the Supplier shall invoice CAeS on completion of the Services. Each invoice shall include such supporting information as required
by CAeS to verify the accuracy of the invoice.

7.3 In consideration of the supply of Goods and/or Services by the Supplier, unless otherwise expressly stated in the Order, CAeS shall pay the invoiced amounts to the Supplier within 30 days from the last day of the month in which a correctly rendered invoice is submitted to CAeS by the Supplier. Time for payment shall not be of the essence.

7.4 CAeS may withhold payment pending receipt of evidence, in such form and detail as CAeS may direct, of the absence of any liens, encumbrances and claims
on the Goods and/or Services under the Order.

7.5 The Supplier shall accept payment by electronic transfer to a bank account nominated in writing by the Supplier or, at CAeS’s discretion, payment by cheque or credit card.

7.6 If CAeS fails to pay any amount properly due and payable by it under the Contract, the Supplier is not entitled to suspend deliveries or performance as a result
of any sums being outstanding.

7.7 The Supplier shall provide a monthly statement of account to CAeS upon CAeS’s request.

7.8 CAeS may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier (or any member of the Supplier’s Group) under the Contract or any other contract with CAeS (or any member of CAeS’s Group) against any amount payable by CAeS to the Supplier.

8. WARRANTY
8.1 The Supplier expressly warrants that:

8.1.1 the Goods shall correspond with their description and any applicable Goods Specification;

8.1.2 without prejudice to clause 8.1.1, the Goods shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose
held out by the Supplier or made known to the Supplier by CAeS, expressly or by implication, and in this respect CAeS relies on the Supplier’s skill and
judgement;

8.1.3 the Goods are free from defects in design, materials and workmanship;

8.1.4 the Services covered by the Contract will be performed by personnel who are suitably skilled, qualified, trained and experienced to perform the tasks
assigned to them with due care and diligence, and to such quality and standard as would accord with the best practice in the Supplier’s industry,
profession or trade;

8.1.5 the Services and Deliverables will conform with their description and any applicable Service Specification and the Deliverables shall be fit for any purpose
expressly or impliedly made known to the Supplier by CAeS.

8.2 Unless expressly stated to the contrary on the face of the Order, the Supplier acknowledges that it is aware of CAeS’s intended use of the Goods and/or Deliverables and expressly warrants that all Goods and Deliverables covered by the Order which have been selected, designed, manufactured, or assembled
by the Supplier will be fit and sufficient for the particular purposes intended by CAeS.

8.3 The warranties contained in this clause 8 shall not expire prior to the expiry of any warranty given by CAeS on its products in which CAeS agrees to repair or replace free of charge any part or component supplied to CAeS by the Supplier.

8.4 The Supplier hereby acknowledges that CAeS may request it to enter into a separate warranty agreement (and it agrees to enter into the same) and, to the
extent that there is any inconsistency between the terms of such warranty agreement and the terms of the Order, the terms of the warranty agreement shall
prevail.

8.5 The Supplier guarantees that CAeS’s technical details are warranted characteristics of the Goods and/or Services that the Supplier provides to CAeS.

8.6 In the case of any ambiguity or conflict, the terms of any Goods Specification or Services Specification shall take precedence over any description applied by
the Supplier to the Goods or the Services (as the context shall require) to be supplied pursuant to the Contract.

9. INTELLECTUAL PROPERTY RIGHTS
9.1 In respect of the Goods and any goods that are created, manufactured or otherwise produced for CAeS as part of the Services under the Contract, including
the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to CAeS, it will have full and unrestricted rights to sell and transfer all such items to CAeS.

9.2 Unless expressly provided to the contrary in the Order, the Supplier assigns to CAeS, with full title guarantee and free from all third party rights, all Intellectual
Property Rights in the Goods and in any products of the Services, including for the avoidance of doubt, the Deliverables.

9.3 The Supplier shall, promptly at CAeS’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as
CAeS may from time to time require for the purpose of securing for CAeS the full benefit of the Contract, including all right, title and interest in and to the
Intellectual Property Rights assigned to CAeS in accordance with clause 9.2.

9.4 The Supplier agrees to indemnify CAeS, its successors and customers against any and all claims, demands, costs, losses, suits, damages, liability and
expenses (including reasonable legal fees) arising out of any suit, claim or action for actual/or alleged direct or contributory infringement of and/or inducement
to infringe any and all Intellectual Property Rights by reason of the manufacture, use, receipt and/or sale of any of the Goods or Services (including infringement arising out of compliance with any Goods Specification and/or Service Specification) and/or for actual and/or alleged misuse and/or misappropriation of a trade secret resulting directly or indirectly from the Supplier’s actions.

9.5 The Supplier agrees to waive any and all claims against CAeS (including any indemnity or similar claim) in any way related to any claims made and/or brought
against the Supplier and/or CAeS for any Intellectual Property Rights infringement or the like, including any claim arising out of compliance with the Goods
Specification and the Service Specification.

9.6 Without prejudice to clauses 9.1 and 9.2, the Supplier agrees to grant CAeS a world-wide, non-exclusive, royalty-free, irrevocable licence to repair and have
repaired and/or reconstruct and have reconstructed the Goods and any Deliverables (together with the right to grant sub-licences of the same to any member
of CAeS’s Group or contracted third parties) to the extent that full title guarantee to all Intellectual Property Rights in such items is not transferred to CAeS.

9.7 The Supplier agrees not to assert any claim (other than a claim for patent infringement) with respect to any technical information that the Supplier shall have
disclosed or may hereafter disclose to CAeS in connection with the Goods or Services covered by the Order.

9.8 This clause 9 shall survive termination of the Contract.

10. CAeS’s PROPERTY
10.1 All products, supplies, fixtures, drawings, plans, tools, moulds, equipment, patterns, dies, gauges, jigs and any and all other items provided by CAeS, either
directly or indirectly, to the Supplier to perform the Contract, or for which the Supplier has been reimbursed by CAeS, shall be and remain the property of CAeS
and shall be held by the Supplier as bailee.

10.2 The Supplier shall bear the risk of loss and damage to CAeS’s property referred to in clause 10.1. CAeS’s property (including tools) shall at all times be properly stored, maintained and replaced by the Supplier, shall not be used by the Supplier for any purpose other than the performance of the Contract, shall be clearly marked as the property of CAeS, and shall not be moved from the Supplier’s premises without CAeS’s prior written approval. Upon the request by
CAeS, such property shall be immediately released to CAeS or delivered to CAeS by the Supplier in accordance with any instructions CAeS may notify to the Supplier.

10.3 Unless otherwise agreed by CAeS, the Supplier (at its sole expense) shall furnish, maintain in good condition and replace when necessary all products,
supplies, fixtures, drawings, plans, tools, moulds, equipment, patterns, dies, gauges and jigs (Tools) necessary for the production of the Goods and performance of the Service (including the Deliverables). The cost of any changes to the Tools required to make design and specification changes previously agreed in writing by CAeS shall be paid by CAeS. The Supplier shall insure the Tools with full fire and extended coverage insurance for the replacement value of such items. The Supplier grants CAeS (or any member of CAeS’s Group) an irrevocable option to take possession of and title to the Tools that are required
for the production of the Goods and/or Deliverables upon payment to the Supplier of the book value of such Tools, less any amounts that CAeS has previously
paid to the Supplier for the cost of such Tools, provided, however, that this option shall not apply if such Tools are used to produce Goods that are the standard stock of the Supplier or (without prejudice to any other obligation of the Supplier) if a substantial quantity of like goods are being sold by the Supplier to others.

11. INDEMNITY
11.1 The Supplier shall keep CAeS indemnified in full against any and all costs, expenses, damages and losses (whether direct or indirect), including any interest,
fines, legal and/or other professional fees and expenses awarded against or incurred or paid by CAeS as a result of or in connection with:

11.1.1 any claim made against CAeS by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in any
Goods, to the extent that the defect in the Goods is attributable to any act or omission of the Supplier, its employees, agents and/or subcontractors; and/or

11.1.2 any claim made against CAeS by a third party arising out of, or in connection with, the supply of any Goods or Services, to the extent that such claim arises out of the breach, negligent performance and/or failure and/or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

11.2 This clause 11 shall survive termination of the Contract.

12. INSURANCE
The Supplier shall procure and maintain in force with a reputable insurance company professional indemnity insurance, product liability insurance and public
liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on CAeS’s request, produce both the insurance
certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

13. PRODUCT RECALLS
13.1 The Supplier shall co-operate fully with CAeS (at the Supplier’s sole expense) and provide such assistance as is reasonably required by CAeS in the event that
CAeS recalls any products incorporating the Goods and/or Services as a result of any non-conformance of those Goods and/or Services with the terms and
conditions of the Contract.

13.2 The Supplier shall apply a batch identification coding system to all Goods that are supplied to CAeS pursuant to the Contract which shall be sufficient to enable
CAeS to readily identify the Goods in the event of a product recall.

14. DEALINGS
14.1 The Supplier shall not sell the Goods, whether directly or indirectly, to any customer of CAeS.

15. COMPOSITION
15.1 The Supplier shall provide CAeS with sufficient warning and notice in writing of any hazardous material which is an ingredient, component and/or a part of any of the Goods or Deliverables, together with such special handling instructions and other instructions as is required to advise CAeS and their respective employees of how to exercise the level of care and preventative measure which will best prevent injury to any person or damage to property in handling,
storing, transportation, processing, using, or disposal of the Goods and/or Deliverables, containers and/or packing delivered to CAeS.

16. CONFIDENTIALITY
A party (Receiving Party) shall keep in strict confidence all technical and/or commercial know-how, specifications, inventions, processes and/or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and
any other confidential information concerning the Disclosing Party’s business and/or its products and/or its services which the Receiving Party may obtain. The
Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it solely for the
purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that all such employees, agents and subcontractors are subject
to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 16 shall survive termination of the Contract.

17. TERMINATION
17.1 Without limiting its other rights or remedies, CAeS may terminate the Contract with immediate effect by giving written notice to the Supplier if:

17.1.1 the Supplier is in breach of any of the terms of the Contract and, where the breach is capable of remedy, fails to remedy such breach within 10 days of
being notified in writing of the breach;

17.1.2 the Supplier fails to deliver the Goods and/or perform the Services as specified by CAeS;
17.1.3 the Supplier is in breach of clause 22;

17.1.4 the Supplier has ceased to trade or has had a receiver, administrative receiver, administrator or manager appointed over the whole or any part of its
assets or undertaking, or has become insolvent within the meaning of section 123 of the Insolvency Act 1986 or has gone into liquidation whether
voluntary or compulsory (unless such liquidation is for the purposes of a solvent reconstruction or amalgamation to which CAeS has given its prior
written consent), compounded with its creditors generally or has been otherwise unable to meet its debts as they fall due or has suffered any similar
action in consequence of any debt including any event analogous to the events here listed in any jurisdiction;

17.1.5 CAeS reasonably apprehends that any of the events mentioned in clause 17.1.4 is about to occur;

17.1.6 the Supplier suspends or ceases or threatens to suspend or cease to carry on all or a substantial part of its business;

17.1.7 the Supplier (being an individual) is the subject of a bankruptcy petition order;

17.1.8 the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

17.2 Without limiting its other rights or remedies, CAeS may terminate the Contract:

17.2.1 in respect of the supply of Services, with immediate effect by giving the Supplier written notice at any time; and

17.2.2 in respect of the supply of Goods, with immediate effect by giving written notice to the Supplier at any time.

17.3 Where CAeS terminates the Contract pursuant to clause 17.2, CAeS shall pay the Supplier:

17.3.1 (where applicable) the Order price for all Goods which have been completed in accordance with the Contract and have not been previously paid for by CAeS;

17.3.2 (where applicable) the actual costs of work in progress and raw materials incurred by the Supplier in relation to the Goods under the Order to the extent
that such costs are fair and reasonable compensation for any work in progress and raw materials.

17.4 Provided always that CAeS shall not be liable for and shall not be required to make payment to the Supplier directly (or on account of claims by the Supplier’s
subcontractors) for loss of anticipated profit, consequential loss, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortised depreciation costs and general and administrative burden charges arising directly or
indirectly from termination of the Order.

17.5 Within 60 days from the effective date of termination pursuant to clause 17.2.2, the Supplier shall submit to CAeS a comprehensive schedule of all amounts the
Supplier claims to be due pursuant to clause 16.2.2. The Supplier shall thereafter provide and/or procure access for CAeS and/or CAeS’s authorised representatives to such supporting information as is required by CAeS to reconcile such claim.

17.6 In any of the circumstances in these Conditions in which CAeS may terminate the Contract, where both Goods and Services are to be supplied, CAeS may, instead, terminate part of the Contract in respect of the Goods only, or in respect of the Services, and the Contract shall continue in respect of the remaining
supply.

17.7 The Supplier shall reimburse CAeS for any legal fees incurred by CAeS in terminating the Contract pursuant to any of clauses 17.1.1 to 17.1.8 (inclusive).

18. CONSEQUENCES OF TERMINATION
18.1 On termination of the Contract (or any part of it) for any reason:

18.1.1 where the provision of Services is terminated, the Supplier shall immediately deliver to CAeS all Deliverables, whether or not then complete, and shall
return all materials and confidential information supplied by CAeS to the Supplier. If the Supplier fails to do any of the same, CAeS may (without limiting
its other rights or remedies) enter the Supplier’s premises and take possession of any such items. Until they have been returned or delivered, the Supplier shall be solely responsible for all such item’s safe keeping and will not use them for any purpose not connected with the Contract;

18.1.2 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and

18.1.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect including clauses 8, 9, 11, 13, 14, 15 and 19.

19. FORCE MAJEURE
19.1 Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure
is caused by an event or circumstance which is beyond the reasonable control of that party (including acts of God, actions by any government authority, fires, floods, explosions, riots, war or natural disasters) which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable provided it notifies the other party as soon as it becomes aware of the event or occurrence and does so by no later than 10 days of the happening
of the event or occurrence.

19.2 During any period of any such delay or failure to perform as referred to in clause 18.1 by the Supplier, CAeS, at its option, may purchase goods in substitution for the Goods from any other sources and reduce its delivery requirements with the Supplier by such quantities (without thereby incurring any liability to the
Supplier), or have the Supplier provide the Goods from other sources in such quantities and at such times as requested by CAeS, and at the price specified in
the Order.

19.3 If requested by CAeS, the Supplier shall, within 7 days of the date of the Supplier’s notice given pursuant to clause 18.1, provide adequate assurances that the
delay in question will not exceed 30 days. If such assurances are not provided by the Supplier or the event or circumstances prevent the Supplier from supplying the Goods and/or Services for more than 30 days, CAeS shall have the right, without limiting its other rights or remedies, to terminate the Contract with immediate effect by giving written notice to the Supplier.

20. ORIGINAL EQUIPMENT
The Supplier will allow CAeS and all members of CAeS’s Group to purchase from the Supplier (and where applicable any members of the Supplier’s Group)
further goods corresponding to the description of the Goods at the same price as that negotiated for the original equipment usage for the period that the goods
remain a current original equipment item and the Supplier shall continue to supply CAeS and its Group with such goods for a minimum period of ten years after such goods cease to be a current original equipment item.

21. COMPLIANCE WITH LAWS
21.1 The Supplier and all Goods and/or Services supplied by the Supplier, shall comply with all applicable law, legislation, rules, regulations, orders and with good industry practice relating to the manufacture, labelling, packaging, storage, handling, transportation, importation, licensing, approval and/or certification of the Goods and/or Services (as the case may be) and undertakes not to cause CAeS to be in breach of any such compliance. Unless otherwise specified in the Order, all levies including taxes, stamp duty, import costs and/or custom duties are payable by the Supplier.

21.2 The Supplier shall, at all times, comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010.

21.3 The Supplier shall inform CAeS when materials, ingredients, components or works supplied against the Order are not manufactured in the European Union
and, in such cases, shall supply CAeS with such documentary evidence of the origin of any such items as CAeS may reasonably require.

22. ASSIGNMENT AND SUBCONTRACTING
The Supplier shall not assign, transfer, charge, subcontract or deal in any other manner whatsoever with all or any of its rights or obligations under the Contract
without the prior written consent of CAeS.

23. ANNOUNCEMENTS
The Supplier shall not make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of CAeS use
CAeS’s name or any other Intellectual Property Rights of CAeS in any of the Supplier’s advertisements, circulars and/or promotional materials without the prior
written consent of CAeS.

24. NOTICES
Any notice or other communication required to be given to a party under or in connection with the Contract shall be in writing and shall be delivered to the other
party personally at, or sent by prepaid first-class post, recorded delivery or by commercial courier to, its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

25. WAIVER
25.1 Payment for non-conforming Goods shall not constitute an acceptance of them, limit or impair CAeS’s right to assert any legal or equitable remedy, or relieve
the Supplier’s responsibility for latent defects.

25.2 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or
remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

26. SEVERANCE
If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

27. NO PARTNERSHIP
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any
party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

28. THIRD PARTIES
A person who is not a party to the Contract shall not have any rights under or in connection with it. Other than in the case of CAeS, any member of its Group
shall be entitled to enforce any term of the Contract.

29. ENTIRE AGREEMENT
The Contract and the Order constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements,
arrangements and understandings between them, whether written or oral, relating to its subject matter. In the event of any conflict between these Conditions
and any purchase order or like document submitted by the Supplier, these Conditions shall prevail, and such conflicting terms in the Supplier’s documents are
hereby rejected by CAeS.

30. GOVERNING LAW AND JURISDICTION
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims),
shall be governed by and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England.

31. INTERPRETATION
31.1 Any words following the terms “including” or “include” or any similar expression in this Agreement shall be construed as illustrative and shall not limit the sense
of the words, description, definition, phrase or term preceding those terms.

31.2 References in the Order or these Conditions to any enactment shall be deemed to include reference to such enactment as re-enacted, amended or extended
before the date of this Order and any subordinate legislation made from time to time.