RENEWD UK DISTRIBUTION LIMITED SALES TERMS AND CONDITIONS

Last updated: 15 December 2022

1. DEFINITIONS

In these general terms and conditions of sale, Renewd UK Distribution Ltd. (‘Renewd UK’) means the following companies:

Renewd UK Distribution Ltd, having its registered office in Bracknell RG12 2UP, United Kingdom (Chamber of Commerce number 14455865)

1.1. “Authorised Officer” means a person whose position with RENEWD UK is that of Director or Credit Manager of RENEWD UK.

1.2. “Confidential Information” means any discussions between the Parties and information concerning each of the Parties’ businesses and other information, including but not limited to intellectual property, computer software, technology and programs, product plans, designs, formulae, processes, techniques, drawings, diagrams, visual demonstrations, ideas, concepts, costs, prices, names, customer lists, vendor lists, finances, marketing plans, advertising, commercial or sales materials, business opportunities, personnel, research, development or know-how, and other data in oral, written, graphic, electronic, or any other form or medium whatsoever will be considered confidential even if it is not marked “confidential”. For their mutual benefit, the Parties named above plan to exchange certain Confidential Information and shall be referred to as the “Discloser” and “Recipient”. Confidential Information shall not include information that: (1) is now or subsequently becomes generally available to the public through no fault or breach on the part of the Recipient; (2) the Recipient can demonstrate to have had rightfully in its possession prior to disclosure to the Recipient by the Discloser provided that such prior possession is capable of being proven via written evidence alone that would be admissible in a court of law; (3) is independently developed by the Recipient without the use of any of the Discloser’s Confidential Information, provided that such independent development is capable of being proven via written evidence alone that would be admissible in a court of law; (4) the Recipient rightfully obtains from a third party who has the right to transfer or disclose it; or (5) is required to be disclosed by court order or other lawful governmental action, but only to the extent so ordered, and provided that the Recipient shall promptly notify the Discloser so that the Discloser may attempt to obtain a protective order either restricting or preventing such disclosure.

1.3. “Contract” means each individual Order between RENEWD UK and the Purchaser for the purchase and sale of the Products accepted by RENEWD UK in accordance with these Terms.

1.4. “RENEWD UK” means either RENEWD UK Distribution Ltd, or the subsidiary, licensee, joint venture or affiliate that is identified as the Seller on Seller’s Invoice.

1.5. “Intellectual Property” means all trademarks, copyright and other intellectual property rights.

1.6. “Purchaser” means the person, business or company who places an Order with RENEWD UK for the purchase of Products and whose order is accepted by RENEWD UK in accordance with these Terms.

1.7. “Products” means any products (including software), cellular and mobile telephones, tablets, accessories and ancillary products or services, where applicable, sold by RENEWD UK to Purchaser in accordance with these Terms and described in RENEWD UK’ invoice.

1.8. “Purchase Order” means a written request by Purchaser to Seller for the purchase of Products.

1.9. “Seller” means RENEWD UK.

1.10. “Invoice” means the written document from Seller in response to a Purchase Order that details the Products to be purchased by Purchaser, the payment terms and shipping terms.

1.11. “Terms” means the terms and conditions set out in this document (as amended from time to time), and any special terms and conditions on the face of RENEWD UK’ tender or RENEWD UK’ written acceptance of a Purchase Order.

2. BASIS OF SALE AND ACCEPTANCE OF TERMS

2.1. All Contracts shall be governed by these Terms (and where applicable any other terms agreed in writing by an Authorised Officer of RENEWD UK) to the exclusion of any other terms and conditions, including without limit any terms on or referred to in any purchase order or other Purchaser’s documentation. In the case of Orders placed by Electronic Means which refer to any terms and conditions of the Purchaser, RENEWD UK automatic taking on to its system of such order shall amount to a rejection of the Purchaser’s terms and conditions and an offer to supply the Products ordered on the basis of these Conditions.

2.2. No variation to these Terms shall be binding unless agreed in writing by an Authorised Officer of RENEWD UK.

2.3. All references in these Terms to RENEWD UK agreeing, approving, waiving or specifying a matter apply only if such is confirmed in writing by an Authorised Officer.

2.4. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by RENEWD UK shall be subject to correction without any liability on the part of RENEWD UK.

2.5. Any quotation for Products given by RENEWD UK shall (i) not constitute an offer and (ii) only be valid for a period of
5 business days from its date of issue, unless otherwise agreed to by the Parties in writing signed by the Parties.

2.6. Any Purchase Order constitutes an offer by the Purchaser to purchase Products incorporating these Terms. Purchase Orders accepted by RENEWD UK are accepted solely subject to these Terms and the Contract shall come into existence when RENEWD UK accepts the Purchase Order or by processing the Purchase Order for delivery (whichever is earlier).

3. ORDERS

3.1. Purchaser will submit to RENEWD UK a Purchase Order that, among other things, includes a list of Products, detailed by quantity, model, variant color and condition which are available for disposition and delivery by Seller to Purchaser. If the Purchase Order is accepted by RENEWD UK in writing, RENEWD UK shall use best endeavours to get the Products ready for shipment for each Purchase Order within 3 business days (“Shipment Date”) after the Purchase Order is accepted by Seller, unless otherwise agreed to by the Parties in writing as set forth in the Purchase Order.

3.2. Seller shall promptly notify Purchaser if Seller cannot meet the Shipment Date set forth in a Purchase Order. Purchaser’s sole and exclusive remedy for late and delayed shipments shall be limited to either: (i) accept a partial shipment (to the extent Seller is able to ship a partial shipment on or before the Shipment Date. In such event, Purchaser is obligated to pay for only those Products shipped, partial shipments does not forgive Purchaser’s obligation to pay for those Products shipped and accepted); (ii) extend the Shipment Date; or (iii) cancel the Purchase Order and receive a refund from Seller for any payments it has made to Seller for the unshipped Products (to the extent a partial shipment has been made, Purchaser shall receive a refund for only those Products not shipped). Seller shall have no further liability to Purchaser for any partial or delayed shipments.

3.3. RENEWD UK may reject any order placed by Purchaser.

4. CANCELLATION OF ORDERS

4.1. No Contract may be cancelled by the Purchaser unless agreed in writing by RENEWD UK if so agreed. The Purchaser shall indemnify RENEWD UK in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by RENEWD UK as a result of cancellation of a contract without RENEWD UK consent.

4.2. RENEWD UK shall have the right immediately to cancel or to suspend any Contract or any delivery to be made under
a Contract without any liability to the Purchaser if:

4.2.1 the Purchaser fails to make any payment when due or breaches any provision of a Contract and the Purchaser has failed to remedy such breach within 5 days after receipt of notice in writing from RENEWD UK requiring the Purchaser to do so; or

4.2.2 the Purchaser suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or

4.2.3 the Purchaser (a) negotiates with its creditors for rescheduling of its debts, (b) makes a proposal to or compounds with its creditors in respect of its debts other than solely by way of solvent amalgamation or reconstruction or (c) makes an application to court for protection from its creditors generally; or

4.2.4 the Purchaser passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or a winding-up order is made other than solely in relation to a solvent amalgamation or reconstruction (or in the case of an individual is made bankrupt); or

4.2.5 an administrator, receiver or administrative receiver is or is likely to be appointed in relation to the Purchaser or any of its assets; or

4.2.6 any creditor of the Purchaser attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the Purchaser’s assets, and such attachment or process is not discharged within ten Business Days; or

4.2.7 the Purchaser ceases, or threatens to cease, to carry on business; or

4.2.8 RENEWD UK reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly; or

4.2.9 the Purchaser commits or is a party to dishonest or fraudulent conduct in relation to a Contract.

4.3. If clause 4.2 applies then, without prejudice to any other right or remedy available to RENEWD UK, RENEWD UK shall be entitled to do any one or more of the following:

4.3.1 cancel each and every Contract yet to be performed (in whole or in part);

4.3.2 suspend any further deliveries under each and every Contract without liability to the Purchaser;

4.3.3 immediately revoke any and all credit extended to the Purchaser on such terms as RENEWD UK shall in its sole and absolute discretion determine;

4.3.4 reduce or cancel all quantity and other discounts offered to the Purchaser; and

4.3.5 if the Product has been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

5. PRICE

5.1. All RENEWD UK prices for Products (“Price(s)”) are quoted subject to (i) acceptance within any period specified and (i) any increase which may occur as a result of factors falling outside the control of RENEWD UK, which without limitation, shall include any of the following circumstances:

(a) where the Purchaser has requested (whether before or after a Contract has been made) any variation whatsoever to the quantity, capacity, form, content, style or description of the Purchaser Order or Products, or has requested an earlier or a later Delivery date to that originally requested; or
(b) where steps are taken by RENEWD UK to comply with any statutory provisions from time to time in force, and any increases in the price charged to RENEWD UK of any equipment or goods bought in from RENEWD UK’ suppliers in order for RENEWD UK to fulfil the Contract; or
(c) where the supply of the Products is suspended, varied or otherwise delayed by any acts or omissions of the Purchaser; or
(d) where RENEWD UK has incurred any additional or unforeseen import duties after the Contract has been made.

5.2. Unless otherwise stated, the Price does not include the costs of Delivery and VAT and any other applicable customs or excise duties or taxes (where applicable) and these will be added to all invoices at the rate ruling at the date of despatch.

6. PAYMENT

6.1. Payment of the Charges or any part thereof and any other charges due under each Contract must be made by the Purchaser in accordance with the terms set forth on an accepted invoice.

6.2. The Purchaser shall make all payments in the agreed currency immediately when due without set off, deferment, deduction or withholding whatsoever (whether on account of any claim or counterclaim or otherwise). Where payments in an alternative currency are authorised in writing by the Authorised Officer prior to the Contract being concluded, such payments shall be made by telegraphic transfer to the account to be designated by the Authorised Officer from time to time.

6.3. Purchaser shall pay for Products in accordance with these Terms set forth herein unless modified on each of Seller’s Invoice.

6.4. The time of payment shall be of the essence of each Contract.

6.5. The Purchaser shall indemnify RENEWD UK against the total costs incurred (without limitation) by RENEWD UK arising out of the Purchaser’s breach(es) of these Terms.

6.6. If Purchaser fails to make payment in accordance with the terms set forth on Seller’s Invoice:

(a) all amounts owing by Purchaser to RENEWD UK on any account will immediately become due and payable together with legal costs of enforcement.
(b) RENEWD UK may, in its sole discretion suspend the provision of credit to Purchaser until all amounts owing are paid for in full; and
(c) RENEWD UK may, in its sole discretion, vary or cancel any credit facility it makes available to Purchaser from time to time.

6.7. Should the Purchaser fail to make payment by the due date, RENEWD UK shall be entitled to charge interest on the overdue amount at the rate of 4% above Barclays Banks’ base rate from time to time. Such interest shall accrue on a daily basis from the due date until the actual date of payment (whether before or after judgment).

6.8. Purchaser must pay to RENEWD UK any amount Purchaser owes to RENEWD UK in full. Purchaser waives any right of set-off that Purchaser may have.

6.9. Unless stated otherwise in these Terms (or in a Seller’s Invoice), all prices quoted for Products are exclusive of all taxes, handling, delivery, agents’ charges and any other charge, duty or impost.

6.10. Unless otherwise stated on Seller’s Invoice, Purchaser must pay Seller, on demand, any tax (other than income tax) payable under these Terms, any matter or thing done under these Terms or any payment, receipt or other transaction contemplated by these Terms, including any goods and services tax, customs duty, excise duty, stamp duty, other duty, governmental charge, fee, levy or impost, together with any fine, penalty or interest payable because of a default by Purchaser.

6.11. Unless otherwise stated on Seller’s Invoice, Purchaser shall pay the full amount due to Seller under this clause and shall not deduct from that amount any tax in relation to purchase of the Products. Purchaser shall reimburse Seller for any taxes Seller pays on its behalf.

6.12. Taxes: Each Party shall be liable for its own tax obligations arising from any transactions under this Agreement.

6.13. In the event that the trading relationship between the Purchaser and RENEWD UK is terminated for whatsoever reason then all sums due by the Buyer shall immediately become due and payable.

7. DELIVERY

7.1. Each Purchase Order shall specify the Party responsible for transport of the Products to be purchased by Purchaser.

7.2. Unless otherwise set forth on Seller’s Invoice, all delivery times are estimates only, and in no event shall Seller be liable for any delay in delivery or assume liability in connection with shipment or delivery. Part shipments shall be permitted. All Products shall be delivered FCA (Incoterms 2010) from the point of shipment.

7.3. Unless otherwise set forth on Seller’s Invoice, Purchaser shall bear all shipping costs of the Products from Seller to Purchaser.

7.4. If Seller’s shipper is used, Purchaser shall not have any right to sue or assert any claims against Seller’s shipper. Seller’s shipper will not have responsibility to Purchaser for direct, indirect, consequential or purely economic losses, including but not limited to the costs of any alternative means of transport, loss of profits, loss of business opportunities or loss of revenue resulting from loss of use, arising from any loss of or damage or delay to a shipment (or part thereof), whether or not a value has been declared in respect of the relevant shipment.

7.5. The Purchaser warrants the details of any address for Delivery stipulated by the Purchaser. RENEWD UK reserves the right to invoice the Purchaser for any losses incurred by RENEWD UK for failed or re-routed deliveries as a result of inaccurate information provided by the Purchaser (including where recipient is not available/unwilling to accept the Products).

7.6. Delivery dates given are estimated dates only and time is not of the essence for Delivery. Changed specifications or instructions may result in revised estimated Delivery times.

7.7. The Products may be delivered in instalments. Each delivery shall constitute a separate Contract and failure by RENEWD UK to deliver any one or more of the instalments in accordance with these Terms or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.

7.8. If the Purchaser (i) arranges collection of the Products from RENEWD UK and the Purchaser’s carrier fails to take receipt of the Products after RENEWD UK has notified the Products are ready for collection or (ii) fails to give RENEWD UK adequate Delivery instructions or (iii) has requested a delay in Delivery or (iv) is unable to give access to its premises for the purposes of Delivery then RENEWD UK may at the risk and expense of the Purchaser:

7.8.1 store the Products until actual Delivery and invoice the Purchaser for all such costs of storage and re-Delivery; or

7.8.2 sell the Products at the best price readily obtainable and (after deducting all storage, selling and other expenses) account to the Purchaser (if available) or charge the Buyer for any shortfall (as applicable).

7.9. Where Products are to be exported out of the United Kingdom by either (i) RENEWD UK to the Purchaser or (ii) by the
Purchaser itself (subject to any special terms agreed in writing between the Purchaser and RENEWD UK and notwithstanding any other provision of these Terms):

(i) The terms of purchase of the Products will be subject only to warranty provided by the original equipment manufacturer (“OEM”), if any, and the Purchaser shall be solely responsible for ensuring that it fully understands and is aware of such warranty terms;

(ii) The Purchaser shall ensure that it complies with any export controls as notified by RENEWD UK, the OEM or a third party or as contained within any supporting documentation provided with the Products;

(iii) The relevant tax legislation will be applied in accordance with and under the United Kingdom legislation at the time of the contract;

(iv) The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any import taxes or duties thereon;

(v) Unless otherwise agreed in writing between the Purchaser and RENEWD UK, delivery terms of the Products shall be ‘Delivered at Place’ (as per Incoterms 2010) and RENEWD UK shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979;

(vi) The Purchaser shall be responsible for arranging for testing and inspection of the Products before shipment. RENEWD UK shall have no liability for any claim in respect of any defect in the Products, which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit;

(vii) The Purchaser shall not be entitled to withhold payment of the price for the Goods due to the Purchaser ‘s failure to comply with the provisions of this clause; and

(viii) The Products will be packaged in accordance with RENEWD UK’ standard practice, and the packaging shall meet any reasonable requirements stipulated in advance by any independent contractors or shippers.

7.10. Any transgressions of the delivery periods, service levels or KPIs stated by RENEWD UK, howsoever caused, will not entitle the Purchaser to any penalties, damages, dissolution, or any other form of termination of the contract or suspension of any of the Purchaser obligations from the relevant contract or a related contract.

8. TITLE AND RISK OF LOSS

8.1. Title to and the risk of loss of the Products will be pass to Purchaser immediately upon shipment of the Products The risk of loss of any non-conforming Products to be returned by Purchaser to RENEWD UK shall remain with Purchaser until the non-conforming Products are received by the RENEWD UK.

8.2. Once delivered or collected pursuant to paragraph 7.1 above, the risk of loss in the Products will remain with Purchaser at all times unless and until RENEWD UK retakes possession of any of the Products in accordance with these Terms as may be modified by RENEWD UK’ Invoice.

8.3. If Purchaser has breached these Terms, Purchaser authorizes RENEWD UK, at any time, to enter onto any premises upon which Purchaser’s Products are stored to enable RENEWD UK to:

(a) inspect the Products; and/or

(b) reclaim the Products.
8.4. If Purchaser sells, disposes of or otherwise deals with Products or any part thereof before full payment has been received by RENEWD UK, Purchaser must advise RENEWD UK in writing, at such times as RENEWD UK may request, specifying full details of the Products sold, disposed of, utilized or otherwise dealt with.

8.5. Purchaser agrees that the provisions of this clause apply despite any arrangement under which RENEWD UK grants credit to Purchaser.

9. INSPECTION AND ACCEPTANCE

9.1. Unless otherwise stated on RENEWD UK’ Invoice, upon receipt of Products purchased by Purchaser at Purchaser’s address set forth on RENEWD UK’ Invoice (the “Receipt Date”), Purchaser shall promptly inspect any shipment of Product to determine whether any part of it fails to conform to the applicable Purchase Order and corresponding Invoice. Unless Purchaser notifies RENEWD UK in writing within 3 days of the Receipt Date of non-conformity of the Products delivered, the Products shall be deemed accepted by Purchaser.

10. PRODUCT RETURNS

10.1. Returns will be subject to Seller’s return merchandise authorization policy (“RMA Policy”) as amended by Seller from time to time, a copy of which is available on request.

11. FORCE MAJEURE

11.1. RENEWD UK shall not be liable for any loss or damage and be entitled to cancel or rescind any Contract if the performance of its obligations under the Contract is in any way adversely affected by any cause whatsoever beyond RENEWD UK’ control including (but not limited to) the delays or default of supplies or the defaults of any subcontractor, act of God, explosion, fire or accident, war, threat of war, sabotage, insurrection, civil disturbance, requisition, Acts, restrictions, regulations, bye-laws, prohibitions or measures of any Government or Parliamentary or Local Authority, strike, lock-out, trade disputes, flood, accident to plant or machinery, shortage of materials or labour, import or export regulations or embargoes. If due to any such event RENEWD UK has insufficient stocks to satisfy an Order RENEWD UK may apportion available stocks between its customers at its sole discretion.

12. LIMITED WARRANTY

12.1. Seller warrants and represents to Purchaser that Seller has good and marketable title to all of the Products set forth on the Offer List, free and clear of all security interests, liens, pledges, claims, charges, escrows, encumbrances, restrictions or other covenants, agreements, understandings, obligations, defects or irregularities affecting title to any of the Products.

13. LIMITATION OF LIABILITY

13.1. RENEWD UK’ LIABILITY TO PURCHASER IS LIMITED TO PURCHASER’S DIRECT DAMAGES UP TO AN AMOUNT NOT EXCEEDING THE PRICE OF THE PRODUCTS AT ISSUE. THIS LIMITATION OF LIABILITY DOES NOT APPLY IN CASE OF DEATH OR PERSONAL INJURY CAUSED BY RENEWD UK’ NEGLIGENCE. RENEWD UK IS NOT LIABLE FOR AND PURCHASER IS NOT ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (FOR EXAMPLE, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, REWORK, REPAIR, MANUFACTURING EXPENSE, COSTS OF PRODUCT RECALL, INJURY TO REPUTATION OR LOSS OF CUSTOMERS). TO THE EXTENT RENEWD UK CANNOT LAWFULLY DISCLAIM ANY IMPLIED OR STATUTORY WARRANTIES, PURCHASER’S STATUTORY RIGHTS ARE NOT AFFECTED BY THIS LIMITATION OF LIABILITY.

13.2. TO THE EXTENT THE LAW DOES NOT PERMIT SUCH LIABILITY TO BE EXCLUDED, RENEWD UK DOES NOT ATTEMPT TO LIMIT ITS LIABILITY FOR DAMAGE TO THE TANGIBLE PROPERTY OF THE PURCHASER RESULTING FROM THE NEGLIGENCE OF RENEWD UK OR ITS EMPLOYEES OR AGENTS TO THE EXTENT THAT RENEWD UK IS INSURED AGAINST SUCH LOSS.
13.3. THE PURCHASER UNDERTAKES WITH RENEWD UK THAT IT WILL ENSURE COMPLIANCE SO FAR AS IS REASONABLY PRACTICABLE BY ITSELF, ITS EMPLOYEES, AGENTS AND LICENSEES WITH ANY INSTRUCTIONS GIVEN BY RENEWD UK OR THE

OEM FOR THE PURPOSE OF ENSURING THE PRODUCTS WILL BE SAFE AND WITHOUT RISK TO HEALTH WHEN PROPERLY USED AND WILL TAKE ANY STEPS AND PRECAUTIONS, HAVING REGARD TO THE NATURE OF THE PRODUCTS AS ARE NECESSARY TO PRESERVE THE HEALTH AND SAFETY OF PERSONS HANDLING, USING OR DISPOSING OF THEM.

13.4. RENEWD UK GIVES NO UNDERTAKING THAT THE PRODUCTS ARE FIT FOR ANY PARTICULAR PURPOSE (INCLUDING ANY PURPOSE FOR WHICH SUCH GOODS ARE COMMONLY SUPPLIED) OR IS OF ANY PARTICULAR QUALITY IN RESPECT OF ITS APPEARANCE, FINISH, SAFETY, DURABILITY OR FREEDOM FROM DEFECTS OR OTHERWISE. THE BUYER HAVING GREATER KNOWLEDGE OF HIS OWN REQUIREMENTS RELIES ENTIRELY ON HIS OWN SKILL AND JUDGEMENT IN EVALUATING WHETHER THE EQUIPMENT IS IN EVERY RESPECT OF SATISFACTORY QUALITY.

14. CONFIDENTIALITY

14.1. Non-Disclosure. Throughout the term of this Agreement and at all times thereafter, the Parties agree to keep secret and retain in strictest confidence and not disclose, use, publish, sell or distribute any Confidential Information obtained, produced, learned or otherwise acquired by the Party at any time in connection with, or as a result of, this Agreement. Neither Party may deliver, reproduce or in any way allow any Confidential Information to be transferred, transmitted, delivered to or used by any third parties without the specific direction or consent of Discloser.

14.2. Legal Requests for Disclosure. In the event either Party receives a subpoena or other notice legally compelling the other Party to testify about or disclose any Confidential Information, the noticed Party agrees to give the other Party prompt notice of receipt of the notification, in order to allow that Party time to seek to quash the subpoena or otherwise oppose the disclosure. The Parties agree to cooperate with each other in any opposition to such disclosure. If a Party decides not to oppose a specific disclosure in any particular circumstance, this will not constitute a waiver of that Party’s right to oppose any future or additional disclosure.

14.3. Ownership of Confidential Information. Each of the Parties acknowledges and agrees that all Confidential Information is and shall remain the exclusive property of the Discloser and nothing in this or any document relating to Recipient’s engagement with the Discloser or any course of conduct between Discloser and Recipient shall be deemed to grant Recipient any right in or to all or any portion of the Confidential Information.

14.4. Return of Confidential Documents. Recipient shall return all documents containing Confidential Information to the Discloser (without retaining any copies, extracts or other reproductions in whole or in part thereof) upon the earlier of a request by the Discloser or termination of Recipient’s engagement with the Discloser. If any such writing or material has been destroyed, an adequate response to the return request will be a written verification of such destruction executed by an appropriate signing officer of Recipient.

14.5. No Warranty. Each of the Parties warrants that it has the right to disclose the Confidential Information to the other Party. Otherwise, all information is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance. A Recipient will return all tangible Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof, to the Discloser immediately upon the Discloser’s written request.

14.6. Scope of Agreement. Each of the Parties hereby specifically acknowledges that this Agreement shall in no way detract from or limit the power of a Discloser to carry on any other negotiations or otherwise deal with its Confidential Information in any manner whatsoever.

14.7. Injunctive Relief. Each of the Parties hereby acknowledges and expressly agrees that any breach by it of this Agreement which does or may result in loss of confidentiality of the Confidential Information will cause the other Party irreparable harm for which damages will not be an adequate remedy and, therefore, each Party hereby agrees that, in the event of any breach by it of this Agreement, the other Party shall have the right to seek injunctive relief or similar equitable relief such as specific performance against the continuing or further breach, without the necessity of proof of actual damages. This right to seek injunctive relief or similar equitable relief such as specific performance without necessity of proof of damage shall be in addition to any other right which such other Party may have under this Agreement or otherwise in law or in equity.

15. RELATIONSHIP

15.1. The status of the Parties shall be that of independent contractors, and not that of agents or employees of the other. Nothing herein shall be deemed to create a partnership, joint venture or agency relationship between the Parties and each Party is solely responsible for and controls its responsibilities hereunder. Neither Party has the authority to enter into any agreement on behalf of the other. Neither Party shall use the other Party’s name or other intellectual property without prior written consent of the other Party.

16. GENERAL

16.1. Where applicable, Purchaser is responsible for all obligations and liabilities under the European Union‘s (i) Waste Electrical and Electronic Equipment Directive (2012/19/EU), (ii) Packaging Waste Directive (94/62/EC) and (iii) Batteries Directive (2006/66/EC), all as amended and all related national implementing measures in force from time to time. RENEWD UK shall have no liability or obligations under the preceding directives.

16.2. Purchaser agrees to comply with the UK Bribery Act 2010 and corresponding legislation applicable in the jurisdictions Purchaser conducts business in. Purchaser shall not make any direct or indirect payment, offer to pay, or authorise to pay, any gift, money, promise to give or authorise the giving of anything of value to any government official or politician or the immediate family of the same for the purpose of influencing acts or decisions of such individual in order to assist directly or indirectly Purchaser or RENEWD UK in obtaining or retaining business or securing an improper advantage. Purchaser’s commitment to comply with the Bribery Act 2010 and other such legislation shall also extend to its dealings with RENEWD UK, its suppliers, the End Users and any other commercial parties.

16.3. RENEWD UK may assign any of its rights and/or obligations under a Contract. The Purchaser may not without the prior written consent of RENEWD UK assign any of its rights and/or obligations under any Contract.

16.4. No delay or failure by RENEWD UK in enforcing any provision shall constitute a waiver of that provision or any other provision. No waiver by RENEWD UK of any breach of a Contract shall be considered as a waiver of any subsequent breach of the same or any other provision.

16.5. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

16.6. RENEWD UK’ rights are cumulative and in addition to any rights available to it at common law.

16.7. These Conditions are RENEWD UK’ current Conditions. RENEWD UK maintains the right to add to or amend these Terms at any time and in its sole discretion. The Purchaser will be responsible for satisfying themselves as to the Terms on an ongoing basis and those applicable to the transaction(s) in hand, by viewing a hard copy direct from RENEWD UK.

16.8. Nothing in these Conditions shall confer on any third party (that is, any party other than RENEWD UK or the Purchaser) any benefit or the right to enforce any term of these Terms and the application of the Contracts (Rights of Third Parties) Act 1999 to these Conditions is hereby excluded.

16.9. The Purchaser and RENEWD UK agree that each Contract (incorporating these Terms) shall be governed by and construed in accordance with English law and each of the Purchaser and RENEWD UK irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including but not limited to non-contractual disputes and claims).

16.10. RENEWD UK may monitor, record, store and use any telephone, email or other communication with the Purchaser in order to (i) check any instructions given to RENEWD UK, (ii) for training purposes, (iii) for crime prevention and (iv) to improve the quality of RENEWD UK’ customer service. 16.11. Except as specifically permitted in writing by (a) RENEWD UK or (b) the relevant manufacturer(s) of relevant Products, the Purchaser hereby agrees that it will not (and will inform third parties they are not permitted to): (i) copy or manufacture any Products; or (ii) translate, modify, adapt, enhance, extend, decompile, disassemble or reverse engineer any of the Products.

16.12. Any notice or written communication required or permitted to be served on or given to either party under a Contract shall be delivered by hand or sent by recorded delivery mail to the other party at its address set out in the Contract or to such other address which it has been previously notified to the sending party and shall be deemed to have been given two (2) days after the day of delivery. In the case of RENEWD UK an additional copy shall be sent to the Legal Department in the Netherlands at: Dignitas Distribution B.V., Burgemeester Verderlaan 11E, 3544AD Utrecht, Attention: Legal Department.