Plasma Quest - Terms and Conditions

1. Definitions & interpretation

1.1 In these Terms & Conditions the following definitions apply:

"Affiliate" means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

"Bribery Laws" means the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;

"Business Day" means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

"Coating Services" means the coating and R&D services, including the execution of research and development contracts and the coating of individual parts or substrates, as set out in the Quotation and to be supplied by Plasma Quest to the Customer;

"Confidential Information" means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by either party in performing its obligations under, or otherwise pursuant to the Contract;

"Contract" means the agreement between Plasma Quest and the Customer for the sale and purchase of the Deliverables incorporating these Terms & Conditions and the Order;

"Control" means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;

"Controller" shall have the meaning given in applicable Data Protection Laws from time to time;

"Customer" means the person who purchases the Deliverables from Plasma Quest and whose details are set out in the Order;

"Data Protection Laws" means, as binding on either party:

(a) The GDPR;

(b) The Data Protection Act 2018;

(d) Any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

"Data Subject" shall have the meaning in applicable Data Protection Laws from time to time;

"Deliverables" means the Equipment or Coating Services or both as the case may be;

"Equipment" means the sputter deposition tool or components thereof, and related accessories, spare parts and documentation and other physical material set out in the Quotation and to be supplied by Plasma Quest to the Customer;

"Force Majeure" means an event or sequence of events beyond any party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, and including pandemic or mass-illness, or governmental restrictions resulting from pandemic or mass-illness; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving Plasma Quest's or its suppliers’ workforce, but excluding the Customer's inability to pay or circumstances resulting in the Customer's inability to pay;

"GDPR" means the General Data Protection Regulation, Regulation (EU) 2016/679;

"Intellectual Property Rights" means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

(a) Whether registered or not

(b) Including any applications to protect or register such rights

(d) Whether vested, contingent or future

(e) To which the relevant party is or may be entitled, and

(f) In whichever part of the world existing;

"International Organisation" has the meaning given in the applicable Data Protection Laws from time to time;

"Order" means the Customer's written order for the Deliverables detailed in any Quotation;

"Personal Data" has the meaning given in the applicable Data Protection Laws from time to time;

"Personal Data Breach" has the meaning given in the applicable Data Protection Laws from time to time;

"Plasma Quest" means Plasma Quest Limited, a company incorporated and registered in England & Wales (Company Registration Number: 03634644) and whose registered office is situated at Unit 1b The Rose Estate, Osborn Way, Hook, Hampshire, England, RG27 9UT;

"Plasma Quest Personnel" all employees, officers, staff, other workers, agents and consultants of Plasma Quest, its Affiliates and any of their sub-contractors who are engaged in connection with Plasma Quest’s obligations under these Terms & Conditions from time to time; and

"Price" has the meaning given in clause 4.1;

"processing " has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly);

"Processor" has the meaning given to it in applicable Data Protection Laws from time to time;

"Protected Data" means Personal Data received from or on behalf of the Customer in connection with the performance of Plasma Quest’s obligations under the Contract;

"Quotation" means Plasma Quest’s formal written quotation to the Customer containing the description or specification of the Deliverables to be the subject of any Order made by the Customer;

"Sub-Processor" means any agent, subcontractor or other third party (excluding its employees) engaged by Plasma Quest for carrying out any processing activities on behalf of the Customer in respect of the Protected Data;

"Terms & Conditions" means Plasma Quest’s terms and conditions of sale set out in this document;

"VAT" means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables.

1.2 In these Terms & Conditions, unless the context otherwise requires:

1.2.1 A reference to the Contract includes these Terms & Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2 Any clause, schedule or other headings in these Terms & Conditions are included for convenience only and shall have no effect on the interpretation of these Terms & Conditions;

1.2.3 A reference to a “party” means either Plasma Quest or the Customer and includes that party’s personal representatives, successors and permitted assigns;

1.2.4 A reference to a “person” includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.5 A reference to a “company” includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6 A reference to a gender includes each other gender;

1.2.7 Words in the singular include the plural and vice versa;

1.2.8 Any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.9 A reference to “writing” or “written” includes any method of reproducing words in a legible and non-transitory form;

1.2.10 A reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; and

1.2.11 A reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. Quotation

2.1 Plasma Quest may issue Quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.

2.2 Quotations issued in writing by Plasma Quest, unless otherwise stated, shall be capable of being the subject of an Order for 40 Business Days from the date of issue of the Quotation.

2.3 Verbal quotations will only be binding if confirmed in writing and issued as a Quotation.

2.4 The Quotation reference number must be referred to within any Order.

3. Application of these Terms & Conditions

3.1 These Terms & Conditions apply to and form part of the Contract between Plasma Quest and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

3.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, Quotation or other document shall form part of the Contract except to the extent that Plasma Quest otherwise agrees in writing.

3.3 No variation of these Terms & Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Customer.

3.4 Each Order by the Customer to Plasma Quest shall be an offer to purchase the Deliverables subject to these Terms & Conditions.

3.5 An Order may be withdrawn or amended by the Customer at any time before acceptance by Plasma Quest. If Plasma Quest is unable to accept an Order, it shall notify the Customer promptly.

3.6 The offer constituted by an Order shall remain in effect and capable of being accepted by Plasma Quest until withdrawn by the Customer giving notice to Plasma Quest.

3.7 Plasma Quest may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until Plasma Quest’s written acceptance of the Order.

3.8 Rejection by Plasma Quest of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

3.9 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.

4. Price

4.1 The price for the Deliverables shall be as set out in the Quotation or, in default of such provision, shall be calculated in accordance with Plasma Quest's scale of charges in force from time to time (“Price”), more particularly:

4.1.1 A Quotation for Equipment may contain the following Prices:

(a) A Price for the provision of the Equipment; and/or

(b) A Price for the hourly and/or daily rates for Plasma Quest Personnel in carrying out any additional work in relation to the provision of the Equipment.

4.1.2 A Quotation for Coating Services may contain the following Prices:

(a) A Price for the provision of the Coating Services; and/or

(b) A Price for the hourly and/or daily rates for Plasma Quest Personnel in carrying out any additional work in relation to the provision of the Coating Services.

4.2 Unless otherwise stated in the Quotation, the Price is exclusive of:

4.2.1 Packaging, shipping or insurance which, if agreed between the parties to be provided by Plasma Quest, shall be charged in addition at Plasma Quest’s standard rates; and

4.2.2 VAT (or equivalent local taxes).

4.3 Where the Customer is based in the UK, the Customer shall pay any applicable VAT to Plasma Quest on receipt of a valid VAT invoice.

4.4 Plasma Quest may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to Plasma Quest of supplying the relevant Deliverables and which is due to any factor beyond the control of Plasma Quest.

5. Payment

5.1 Plasma Quest shall invoice the Customer for the Deliverables as set out in the Quotation.

5.2 The Customer shall pay all invoices:

5.2.1 In full without deduction or set-off, in cleared funds within a number of days of the date of each invoice as set out in the Quotation; and

5.2.2 To the bank account nominated by Plasma Quest.

5.3 Time of payment is of the essence. Where sums due under these Terms & Conditions are not paid in full by the due date:

5.3.1 Plasma Quest may, without limiting its other rights, charge interest on such sums at 2% per month above the base rate of The Bank Of England from time to time in force; and

5.3.2 Interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

6. Equipment

6.1 The following provisions are applicable in the event that the Customer places an Order for Equipment:

6.1.1 Drawing Approval: A mutually convenient date for a drawing approval meeting will be agreed between the parties, such drawing approval meeting to take place within 20 Business Days of the date of the Order.

6.1.2 Such drawing approval meeting will be conducted remotely or via online video services unless otherwise agreed between the parties.

6.1.3 During such drawing approval meeting, a finalised definition and specification of the Equipment will be agreed between the parties. Such finalised definition and specification will meet the Customer’s principal requirements as set out in the Quotation.

6.1.4 During such drawing approval meeting, the specification for the factory acceptance trials (“FAT”) and the specification for the site acceptance trials (“SAT”) will be agreed between the parties.

6.1.5 Upon the conclusion of the drawing approval meeting, the Customer acknowledges and agrees that the Equipment definition and specification, including the components comprising the Equipment, will be fixed and form the basis for the FAT and SAT.

6.1.6 Subsequent to the date of the drawing approval meeting, modifications which may materially affect the finalised definition and specification of the Equipment may be requested by either party in writing, and in such circumstances the parties shall agree a new finalised definition and specification of the Equipment which may include:

(a) Details as to the nature and scope of such modifications;

(b) An amendment to the Price applicable to the Equipment; and

6.1.7 In the event that a component contained within the finalised definition and specification of the Equipment is no longer available or cannot be sourced within the timeframe as agreed between the parties, Plasma Quest will notify the Customer of any mandatory modification required, and Plasma Quest shall arrange to procure the most suitable available alternative for such component.

6.1.8 Factory Acceptance: The FAT for the Equipment will be completed at Plasma Quest’s place of business.

6.1.9 The date on which the Equipment will be ready for the FAT will be notified to the Customer with at least 10 Business Days’ notice.

6.1.10 The Customer and/or its employees or authorised agents are permitted to attend Plasma Quest’s place of business for the FAT. If this is not possible, the FAT may be conducted remotely or via online video services.

6.1.11 The FAT will consist of the completion of the FAT specification document as agreed between the parties during the drawing approval meeting.

6.1.12 For the avoidance of doubt, any failure by the Customer and/or its employees or authorised agents to attend the FAT and complete the agreed evaluation of the Equipment in a timely manner and in compliance with Plasma Quest’s reasonable requests shall release Plasma Quest from any and all liability or responsibility relating to such evaluation or the adherence of the Equipment to the finalised definition and specification of the Equipment as agreed during the drawing approval meeting.

6.1.13 Following the evaluation of the Equipment at Plasma Quest’s place of business, the Customer and/or its employees or authorised agents shall complete a FAT completion document. The Customer and/or its employees or authorised agents will have the opportunity to detail any perceived deficiencies on the FAT completion document. In the event that the Customer notes any deficiencies, Plasma Quest and the Customer shall agree a methodology to rectify such deficiencies.

6.1.14 For the avoidance of doubt, any failure by the Customer to complete the FAT completion document on Plasma Quest’s request shall be deemed to signify no deficiencies were identified during the evaluation of the Equipment and shall release Plasma Quest from any and all liability or responsibility relating to such evaluation or the adherence of the Equipment to the finalised definition and specification of the Equipment as agreed during the drawing approval meeting.

6.1.15 The Customer acknowledges and agrees, that if the Customer does not make itself available within 20 Business Days of the first available date for the FAT:

(a) The Equipment shall be assumed to have passed the FAT;

(b) The Equipment shall be shipped to the Customer; and

6.1.16 Delivery: The Customer shall arrange adequate delivery and/or shipping for the Equipment unless otherwise stated in the Quotation, and the Customer is responsible for all costs relating to such delivery and/or shipping. The Customer acknowledges and agrees that Plasma Quest is not responsible or liable for damage that occurs to the Equipment during delivery and/or shipping.

6.1.17 The Customer shall arrange suitable delivery and/or shipping insurance for the Equipment unless otherwise stated in the Quotation, and the Customer is responsible for all costs relating to such insurance.

6.1.18 Risk in the Equipment shall pass to the Customer upon the Equipment being ready for delivery.

6.1.19 If the Customer fails to take delivery of the Equipment or fails to provide Plasma Quest with adequate instructions relating to the Customer’s failure to take delivery of the Equipment, Plasma Quest may arrange for storage and insurance of the Equipment at the Customer’s expense, and delivery of the Equipment shall be deemed to have been completed.

6.1.20 Each delivery of Equipment shall be accompanied by a delivery note stating the details of the consignment.

6.1.21 Time is not of the essence in relation to the delivery of the Equipment. Plasma Quest shall use its reasonable endeavours to meet estimated dates for delivery, but any such dates are approximate only.

6.1.22 Plasma Quest shall not be liable for any delay in or failure of performance caused by:

(a) The Customer's failure to: (i) make the Customer’s place of business available, (ii) prepare the Customer’s place of business in accordance with Plasma Quest's instructions or (iii) provide Plasma Quest with adequate instructions for delivery; or

(b) Force Majeure.

6.1.23 Site Acceptance: The SAT for the Equipment will be conducted no later than 20 Business Days after the date of delivery of the Equipment, unless otherwise agreed between the parties in writing.

6.1.24 Plasma Quest will arrange for the installation of the Equipment at the Customer’s place of business, unless otherwise agreed between the parties in writing.

6.1.25 Plasma Quest’s responsibilities relating to the installation of the Equipment are limited to establishing the requisite internal connections and physical arrangements of the Equipment. Plasma Quest may, at its sole discretion, assist the Customer and/or its employees or authorised agents in establishing connections to the requisite third party utilities and services.

6.1.26 The Customer acknowledges and agrees that Plasma Quest shall not be required to install the Equipment in the event that the Customer and/or its employees or authorised agents fail to:

(a) Position the Equipment in an appropriate location in the Customer’s place of business;

(b) Supply connections to the requisite third party utilities and services;

(d) Adhere to any requirements as to the installation of the Equipment as identified during the drawing approval meeting.

6.1.27 For the avoidance of doubt, connection of the Equipment to the electricity supply of the Customer will be performed by the Customer and/or its employees or authorised agents.

6.1.28 Following the installation of the Equipment at the Customer’s place of business, Plasma Quest shall arrange training in the operation of the Equipment for an agreed number of the Customer’s employees or authorised agents.

6.1.29 The Customer acknowledges and agrees that Plasma Quest shall not be required to provide such training in the event that the Customer and/or its employees or authorised agents fail to:

(a) Make the installed Equipment available;

(b) Make the requisite third party utilities and services available;

6.1.30 Further training may be arranged as agreed between the parties, and the Customer acknowledges and agrees that the cost of travel and any other costs relating to the provision of such further training will be at the Customer’s expense.

6.1.31 Following the installation of the Equipment and, subject to clause 6.1.29, any training relating to the Equipment, the Customer and/or its employees or authorised agents shall complete a SAT completion document. The Customer and/or its employees or authorised agents will have the opportunity to detail any perceived deficiencies on the SAT completion document. In the event that the Customer notes any deficiencies, Plasma Quest and the Customer shall agree a methodology to rectify such deficiencies.

6.1.32 For the avoidance of doubt, any failure by the Customer to complete the SAT completion document on Plasma Quest’s request shall be deemed to signify no deficiencies were identified during the installation of the Equipment or during any training relating to the Equipment, and shall release Plasma Quest from any and all liability or responsibility relating to such installation, training or supply of the Equipment.

6.1.33 For the avoidance of doubt, the use of the Equipment by the Customer and/or its employees or authorised agents prior to Plasma Quest’s training without the explicit prior written consent of Plasma Quest will result in the invalidation of the Equipment’s warranty.

6.1.34 The Customer acknowledges and agrees, that if the Customer does not make itself available within 20 Business Days of the first available date for the SAT:

(a) The Equipment shall be assumed to have passed the SAT; and

(b) The warranty period in respect of the Equipment shall begin on the expiration of such 20 Business Day period.

6.1.35 Warranty: All Equipment manufactured by Plasma Quest and provided to the Customer is covered by a warranty for a period of 12 months from the date on which the SAT completion document is competed in accordance with clause 6.1.31. Accordingly, Plasma Quest warrants that the Equipment shall:

(a) Conform in all material respects to its finalised definition and specification and to the Quotation;

(b) Be free from material defects in design, material and workmanship; and

6.1.36 All components or 'bought in' items originating from third party manufacturers and assembled or incorporated into the Equipment are covered under their respective manufacturer’s warranty. Information relating to manufacturer’s warranties will be notified to the Customer by Plasma Quest. The Customer acknowledges and agrees that Plasma Quest is not responsible or liable to the Customer in respect of any manufacturer’s warranty.

6.1.37 Further to clause 6.1.15 and clause 6.1.34, if the FAT or the SAT are delayed unduly by the Customer without due cause and Plasma Quest’s written acceptance of delay, Plasma Quest reserves the right to commence the warranty period 20 Business Days after the proposed date for the FAT or the proposed date for the SAT.

6.1.38 The Customer acknowledges and agrees that the warranty as provided for in clause 6.1.36 shall become invalid in the event that:

(a) The Customer fails to make any final payments as may be required in accordance with the Quotation;

(b) The Equipment is used by individuals that have not been adequately trained in the use of the Equipment;

(d) The Customer makes any modification to the Equipment with the written consent of Plasma Quest; or

(e) The Equipment is misused.

6.1.39 Plasma Quest shall, at its option, correct, repair, remedy, or refund the Equipment in the event that the Equipment does not comply with clause 6.1.35.

6.1.40 The provisions of these Terms & Conditions shall apply to any Equipment that are corrected, repaired, or remedied with effect from delivery of that Equipment.

6.1.41 Except as set out in this clause 6:

(a) Plasma Quest gives no warranty and makes no representations in relation to the Equipment; and

(b) Shall have no liability for their failure to comply with the warranty in clause 6.1.35, and all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

6.1.42 Title: Title to the Equipment shall pass to the Customer once Plasma Quest has received payment in full and cleared funds for the Equipment.

6.1.43 If, at any time before title to the Equipment has passed to the Customer, the Customer informs Plasma Quest, or Plasma Quest reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 15.1.1 to 15.1.4 or 15.2.1 to 15.2.9, Plasma Quest may:

(a) Require the Customer at the Customer's expense to re-deliver the Equipment to Plasma Quest; and

(b) If the Customer fails to do so promptly, enter any premises where the Equipment is stored and repossess it.

6.1.44 Cancellation: The Customer acknowledges and agrees that further to clause 15, if the Customer subsequently cancels an Order for Equipment which has been accepted by Plasma Quest and accordingly wishes to terminate the Contact, Plasma Quest reserves the right to apply the following cancellation charges:

(a) If the Customer’s cancellation takes place between the date on which the Customer places its Order and the date on which the drawing approval meeting is due to take place, the cancellation charge amount will be 30% of the Price as set out in the Quotation;

(b) If the Customer’s cancellation takes place subsequent to the drawing approval meeting and the date on which the FAT is due to take place, the cancellation charge amount will be 70% of the Price as set out in the Quotation.

6.1.45 Subject to clause 15, in the event that Plasma Quest necessitates a cancellation of an Order for Equipment and accordingly terminates the Contract, Plasma Quest shall fully refund any sums relating to the Price paid to Plasma Quest by the Customer prior to the date of such Order cancellation.

6.1.46 For the avoidance of doubt, in the event the Contract is terminated in accordance with Clause 15, Plasma Quest will not refund any sums relating to the Price paid to Plasma Quest by the Customer prior to the date of such Contract termination.

7. Coating Services

7.1 The following provisions are applicable in the event that the Customer places an Order for Coating Services:

7.1.1 Nature: The Customer acknowledges and agrees that Plasma Quest completes research and development Coating Services for Customers, and that such Coating Services have an unknown outcome at the start of the body of work relating to such Coating Services. Plasma Quest shall use its reasonable endeavours to notify the Customer of the level of confidence in the outcome of the Coating Services, and will do so in good faith and taking into consideration the knowledge available to Plasma Quest at the time a Quotation is given. For the avoidance of doubt, the Customer acknowledges and agrees that there is no guarantee of success in connection with the Coating Services and the body of work relating to such Coating Services shall be completed by Plasma Quest on a reasonable endeavours basis.

7.1.2 Any Quotation provided to a Customer in connection with Coating Services is provided in good faith and is based on an estimate of the time required to fulfil or obtain a required output. The Customer acknowledges and agrees that the exact number of parts or substrates coated during the Coating Services may vary depending on the complexity of any specific work programme. Plasma Quest reserves the right to state a Price for the time allocated to a specific body of work relating to such Coating Services provided that Plasma Quest’s efforts are reasonable and justifiable to the Customer.

7.1.3 If a specific work programme cannot be completed within the allocated timeframe for the body of work relating to the Coating Services set out in the Quotation, Plasma Quest shall notify the Customer and identify any shortfall, as well as the anticipated additional Price for the extension of the work programme.

7.1.4 In the event that there are unforeseen complications arising out of or in connection with any specific work programme or the body of work relating to the Coating Services, Plasma Quest shall notify the Customer and request the Customer’s instructions. The Customer acknowledges and agrees that Plasma Quest may pause the provision of the Coating Services from the date of the notification, and the Customer acknowledges and agrees that should the Customer fail to provide its instructions within 2 Business Days of the date of the notification, any period since the date of the notification up until the date of Plasma Quest’s receipt of the Customer’s instructions will be considered as a period during which Plasma Quest is actively providing the Coating Services, and such period will be charged at the same rate as the Price as set out in the Quotation.

7.1.5 The Customer acknowledges and agrees that Plasma Quest will always in good faith attempt to fulfil the Customer's specifications applicable to the Coating Services and that Plasma Quest accepts no responsibility for the suitability of the coating for the purpose intended by the Customer, whether such purpose was communicated to Plasma Quest or not, or for any loss, damage or claim arising out of or in connection with such non-suitability of the coating applied to any part or substrate during the provision of the Coating Services.

7.1.6 Parts & Substrates: Parts or substrates provided to Plasma Quest to be the subject of the Coating Services are to be supplied to Plasma Quest in a clean condition.

7.1.7 The Customer shall notify in writing to Plasma Quest any prior surface treatments applied to parts or substrates provided to Plasma Quest. The Customer acknowledges and agrees that any prior surface treatments may affect Plasma Quest’s ability to successfully carry out the Coating Services.

7.1.8 The Customer acknowledges and agrees that any additional surface preparations or cleaning carried out by Plasma Quest that may be required to allow Plasma Quest to provide the Coating Services will be charged at an additional cost to the Customer, such costs to be agreed between the parties, and such costs to be in comparable to the Price as set out in the Quotation.

7.1.9 The Customer must identify and notify Plasma Quest of all parts or substrate material and all masking or fixturing requirements prior to Plasma Quest providing a Quotation.

7.1.10 Further to clause 7.1.9, Plasma Quest accepts no liability for a poor outcome of the Coating Services resulting from incorrect or incomplete information provided by the Customer.

7.1.11 Plasma Quest reserves the right to reject any parts or substrates which are deemed, at Plasma Quest’s sole discretion, to be unfit or unsuitable to be the subject of the Coating Services.

7.1.12 The face of any part required for coating during the Coating Services must be clearly identified and labelled by the Customer. Plasma Quest shall endeavour to notify the Customer of any ambiguity in the identification or labelling of any face of any part, however, the Customer acknowledges and agrees that Plasma Question accepts no liability for coating the wrong face of any part if such part or substate is not sufficiently identified and labelled by the Customer.

7.1.13 Delivery: The Customer shall arrange adequate delivery and/or shipping for the parts or substrates, to Plasma Quest and from Plasma Quest, unless otherwise stated in the Quotation, and the Customer is responsible for all costs relating to such delivery and/or shipping. The Customer acknowledges and agrees that Plasma Quest is not responsible or liable for damage that occurs to the parts or substrates during delivery and/or shipping.

7.1.14 The Customer shall arrange suitable delivery and/or shipping insurance for the parts or substrates, to Plasma Quest and from Plasma Quest upon the completion of the Coating Services, unless otherwise stated in the Quotation, and the Customer is responsible for all costs relating to such insurance.

7.1.15 Risk in the parts or substrates shall pass to Plasma Quest upon delivery at Plasma Quest’s place of business when parts or substrates are delivered to Plasma Quest.

7.1.16 Risk in the parts or substrates shall pass to the Customer upon delivery at the Customer’s place of business when parts or substrates are delivered from Plasma Quest.

7.1.17 Wherever possible, the original packaging containing the parts or substrates that are delivered to Plasma Quest will be re-used for return to the Customer. The Customer agrees to provide, where possible, reusable packaging that will be suitable for return to the Customer upon completion of the Coating Services.

7.1.18 Upon delivery of any parts or substrates to the Customer by Plasma Quest, in the event that any parts or substrates have been incorrectly coated during the Coating Services, or that any parts or substrates coated are missing from the consignment, the Customer must notify Plasma Quest within 3 Business Days of delivery.

7.1.19 Cancellation & Early Termination of the Work Programme: Further to clause 7.1.1, the Customer acknowledges and agrees that some work programmes may carry increased risk, and that Plasma Quest offers no guarantees that a desired outcome is achievable. Accordingly, in respect of such work programmes, break-points where success criteria can be evaluated may be set out in the Quotation. At the evaluation of the break-point, either party may withdraw from the work programme. In such circumstances, the Customer agrees that it will be liable for the payment of any Price attributable to the specific body of work relating to such Coating Services carried out up until such date.

7.1.20 The Customer acknowledges and agrees that the Coating Services may be cancelled immediately by Plasma Quest in the event of unforeseen critical technical issues preventing Plasma Quest from completing the Coating Services, including, but not limited to, the destruction of targets, parts or substrates, or Plasma Quest’s inability to obtain the desired material properties. In such circumstances, Plasma Quest will notify the Customer in writing and the Customer agrees that it will be liable for the payment of any Price attributable to the specific body of work relating to such Coating Services carried out up until such date.

7.1.21 The Customer acknowledges and agrees that further to clause 15, if the Customer subsequently cancels an Order for Coating Services which has been accepted by Plasma Quest and accordingly wishes to terminate the Contact, Plasma Quest reserves the right to apply the following cancellation charges:

(a) If the Customer’s cancellation takes place prior to Plasma Quest beginning the body of work relating to such Coating Services, the cancellation charge amount will be 10% of the Price as set out in the Quotation in consideration of the planning and preparatory work undertaken by Plasma Quest necessary for the provision of the Coating Services;

(b) If the Customer’s cancellation takes place prior to Plasma Quest beginning the body of work relating to such Coating Services, in addition to the amount as set out in clause 7.1.21(a), the Customer shall also be liable for 100% of all upfront, non-returnable expenditure, including, but not limited to, targets, machining costs, and jigs ordered by Plasma Quest during the planning and preparatory work undertaken;

(c) If the Customer’s cancellation takes place subsequent to Plasma Quest beginning the body of work relating to such Coating Services, the cancellation charge amount will be a proportion of the Price applicable to the time that has justifiably been spent by Plasma Quest in carrying out the Coating Services up until the date of the Customer’s cancellation, plus 10% of the remaining Price as set out in the Quotation in consideration of the planning and preparatory work undertaken by Plasma Quest necessary for the provision of the Coating Services;

(d) If the Customer’s cancellation takes place subsequent to Plasma Quest beginning the body of work relating to such Coating Services, in addition to the amount as set out in clause 7.1.21(c), the Customer shall also be liable for 100% of all upfront, non-returnable expenditure, including, but not limited to, targets, machining costs, and jigs ordered by Plasma Quest during the planning and preparatory work undertaken.

7.1.22 Subject to clause 15, in the event that Plasma Quest necessitates a cancellation of an Order for Coating Services and accordingly terminates the Contract, Plasma Quest shall fully refund any sums relating to the Price paid to Plasma Quest by the Customer prior to the date of such Order cancellation.

7.1.23 For the avoidance of doubt, in the event the Contract is terminated in accordance with Clause 15, Plasma Quest will not refund any sums relating to the Price paid to Plasma Quest by the Customer prior to the date of such Contract termination.

8. Anti-bribery

8.1 For the purposes of this clause 8 the expressions “adequate procedures” and “associated with” shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

8.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

8.2.1 All of that party’s personnel;

8.2.2 All others associated with that party; and

8.2.3 All of that party’s subcontractors;

Involved in performing the Contract so comply.

8.3 Without limitation to clause 8.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

8.4 Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 8.

9. Indemnity & insurance

9.1 The Customer shall indemnify, and keep indemnified, Plasma Quest from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Plasma Quest as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.

9.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.

10. Limitation of liability

10.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.

10.2 Subject to clauses 10.5 and 10.6, Plasma Quest’s total liability shall not exceed the following sums:

10.2.1 In respect of Equipment, the total Price paid by the Customer in consideration for the Equipment up until the date of any dispute;

10.2.2 In respect of Coating Services, the total Price paid by the Customer in consideration for the Coating Services up until the date of any dispute;

10.3 Subject to clauses 10.5 and 10.6, Plasma Quest shall not be liable for consequential, indirect or special losses.

10.4 Subject to clauses 10.5 and 10.6, Plasma Quest shall not be liable for any of the following (whether direct or indirect):

10.4.1 Loss of profit;

10.4.2 Loss or corruption of data;

10.4.3 Loss of use;

10.4.4 Loss of production;

10.4.5 Loss of contract;

10.4.6 Loss of opportunity;

10.4.7 Loss of savings, discount or rebate (whether actual or anticipated);

10.4.8 Harm to reputation or loss of goodwill.

10.5 The limitations of liability set out in clauses 10.2 to 10.4 shall not apply in respect of any indemnities given by either party under the Contract.

10.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

10.6.1 Death or personal injury caused by negligence;

10.6.2 Fraud or fraudulent misrepresentation;

10.6.3 Any other losses which cannot be excluded or limited by applicable law;

10.6.4 Any losses caused by wilful misconduct.

11. Intellectual property

11.1 All Intellectual Property Rights arising out of or in connection with the Deliverables shall remain the property of Plasma Quest.

11.2 All Intellectual Property Rights arising out of or in connection with any information provided to Plasma Quest by the Customer in order for Plasma Quest to fulfil its obligations under these Terms & Conditions shall remain the property of the Customer.

11.3 Plasma Quest shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use of the Deliverables infringes the Intellectual Property Rights of any third party (“IPR Claim”), provided that Plasma Quest shall have no such liability if the Customer:

11.3.1 Does not notify Plasma Quest in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;

11.3.2 Makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of Plasma Quest;

11.3.3 Does not let Plasma Quest at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;

11.3.4 Does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;

11.3.5 Does not, at Plasma Quest's request, provide Plasma Quest with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.

11.4 If any IPR Claim is made or is reasonably likely to be made, Plasma Quest may at its option:

11.4.1 Procure for the Customer the right to continue receiving the benefit of the relevant Deliverables; or

11.4.2 Modify or replace the infringing part of the Deliverables so as to avoid the infringement or alleged infringement, provided the Deliverables remain in material conformance to their Quotation.

11.5 Plasma Quest's obligations under clause 11.3 shall not apply to Deliverables modified or used by the Customer other than in accordance with the Contract or Plasma Quest’s instructions. The Customer shall indemnify Plasma Quest against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by Plasma Quest in connection with any claim arising from such modification or use.

12. Confidentiality & announcements

12.1 For the avoidance of doubt, any non-disclosure agreement between Plasma Quest and the Customer in force prior to the date of the Customer’s Order shall remain in force.

12.2 Each party shall keep confidential all Confidential Information of the other party and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

12.2.1 Any information which was in the public domain at the date of the Contract;

12.2.2 Any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

12.2.3 Any information which is independently developed by either party without using information supplied by the other party; or

12.2.4 Any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

Except that the provisions of clauses 12.2.1 to 12.2.3 shall not apply to information to which clause 12.5 relates.

12.3 This clause shall remain in force for a period of 5 years from the date of the Contract and, if longer, 3 years after termination of the Contract.

12.4 Each party shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

12.5 To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any provisions of clause 13.

13. Processing of personal data

13.1 The parties agree that the Customer is a Controller and that Plasma Quest is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall ensure all instructions given by it to Plasma Quest in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.

13.2 The Customer shall at all times comply with all Data Protection Laws.

13.3 Plasma Quest shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

13.4 The Customer shall indemnify and keep indemnified Plasma Quest against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Customer of its obligations under this clause 16.

13.5 Plasma Quest shall:

13.5.1 Only process (and shall ensure Plasma Quest Personnel only process) the Protected Data in accordance with schedule 1 and the Contract (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and

13.5.2 Without prejudice to clause 13.1, if Plasma Quest believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall promptly inform the Customer and be entitled to cease to provide the relevant Deliverables until the parties have agreed appropriate amended instructions which are not infringing.

13.6 Taking into account the state of technical development and the nature of processing, Plasma Quest shall implement and maintain the technical and organisational measures set out in Part 2 of schedule 1 to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

13.7 Plasma Quest shall:

13.7.1 Not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the Customer;

13.7.2 Prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 13 that is enforceable by Plasma Quest and ensure each such Sub-Processor complies with all such obligations;

13.7.3 Remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and

13.7.4 Ensure that all persons authorised by Plasma Quest or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

13.8 The Customer authorises the appointment of the Sub-Processors as may from time to time be notified by Plasma Quest in order for Plasma Quest to provide the relevant Deliverables.

13.9 Plasma Quest may (at the Customer's request and cost):

13.9.1 Assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Plasma Quest; and

13.9.2 Taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

13.10 Plasma Quest shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written consent of the Customer.

13.11 Plasma Quest shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate Plasma Quest's compliance with the obligations placed on it under this clause 13 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of 1 audit request in any 12 month period under this clause 13.11).

13.12 Plasma Quest shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.

13.13 On the end of the provision of the Deliverables relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, Plasma Quest shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Plasma Quest to store such Protected Data. This clause 13 shall survive termination or expiry of the Contract.

14. Force Majeure

14.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

14.1.1 Promptly notifies the other of the Force Majeure event and its expected duration; and

14.1.2 Uses its reasonable endeavours to minimise the effects of that event.

14.2 If, due to Force Majeure, a party:

14.2.1 Is or shall be unable to perform a material obligation; or

14.2.2 Is delayed in or prevented from performing its obligations for a continuous period exceeding 20 Business Days or for a total of more than 20 Business Days in any consecutive period of 60 Business Days;

The other party may, within 10 Business Days, terminate the Contract on immediate notice or the parties shall, within 10 Business Days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

15. Termination

15.1 Plasma Quest may terminate the Contract at any time by giving notice in writing to the Customer if:

15.1.1 The Customer commits a material breach of the Contract and such breach is not remediable;

15.1.2 The Customer commits a material breach of the Contract which is not remedied within 10 Business Days of receiving written notice of such breach;

15.1.3 The Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 20 Business Days after Plasma Quest has given notification that the payment is overdue; or

15.1.4 Any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

15.2 Plasma Quest may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

15.2.1 Stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

15.2.2 Is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Plasma Quest reasonably believes that to be the case;

15.2.3 Becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

15.2.4 Has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

15.2.5 Has a resolution passed for its winding up;

15.2.6 Has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

15.2.7 Is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 5 Business Days of that procedure being commenced;

15.2.8 Has a freezing order made against it;

15.2.9 Is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;

15.2.10 Is subject to any events or circumstances analogous to those in clauses 15.2.1 to 15.2.9 in any jurisdiction;

15.3 Plasma Quest may terminate the Contract at any time by giving not less than 20 Business Days’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.

15.4 The right of Plasma Quest to terminate the Contract pursuant to clause 15.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.

15.5 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Plasma Quest to terminate the Contract under this clause 15, it shall immediately notify Plasma Quest in writing.

15.6 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Plasma Quest at any time up to the date of termination.

16. Dispute resolution

16.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 16.

16.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

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

16.3.1 Within 5 Business Days of service of the notice, the Contract Managers of the parties shall meet to discuss the dispute and attempt to resolve it.

16.3.2 If the dispute has not been resolved within 5 Business Days of the first meeting of the Contract Managers, then the matter shall be referred to the Managing Directors (or persons of equivalent seniority). The Managing Directors (or persons of equivalent seniority) shall meet within 5 Business Days to discuss the dispute and attempt to resolve it.

16.4 The specific format for the resolution of the dispute under clause 16.3.1 and, if necessary, clause 16.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.

16.5 If the dispute has not been resolved within 10 Business Days of the first meeting of the Managing Directors (or persons of equivalent seniority) under clause 16.3.2 then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

16.6 Until the parties have completed the steps referred to in clauses 16.3 and 16.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

17. Notices

17.1 Any notice given by a party under these Terms & Conditions shall:

17.1.1 Be in writing and in English;

17.1.2 Be signed by, or on behalf of, the party giving it (except for notices sent by e-mail); and

17.1.3 Be sent to the relevant party at the address set out in the Order.

17.2 Notices may be given, and are deemed received:

17.2.1 By hand: On receipt of a signature at the time of delivery;

17.2.2 By Royal Mail Recorded Delivery: At 9.00 am on the second Business Day after posting;

17.2.3 By Royal Mail International Recorded Delivery post: At 9.00 am on the fourth Business Day after posting; and

17.2.4 By e-mail: On receipt of a delivery receipt e-mail from the correct address.

17.3 Any change to the contact details of a party as set out in the Order shall be notified to the other party in accordance with clause 17.1 and shall be effective:

17.3.1 On the date specified in the notice as being the date of such change; or

17.3.2 If no date is so specified, 5 Business Days after the notice is deemed to be received.

17.4 All references to time are to the local time at the place of deemed receipt.

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

18. Cumulative remedies

18.1 The rights and remedies provided in the Contract for Plasma Quest only are cumulative and not exclusive of any rights and remedies provided by law.

19. Time

19.1 Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.

20. Further assurance

20.1 The Customer shall at the request of Plasma Quest, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

21. Entire agreement

21.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

21.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

21.3 Nothing in these Terms & Conditions purports to limit or exclude any liability for fraud.

22. Variation

22.1 No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Terms & Conditions and is duly signed or executed by, or on behalf of, Plasma Quest.

23. Assignment

23.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Plasma Quest’s prior written consent, such consent not to be unreasonably withheld or delayed.

23.2 Notwithstanding clause 23.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives Plasma Quest prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.

24. Set off

24.1 Plasma Quest shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract.

24.2 The Customer shall pay all sums that it owes to Plasma Quest under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

25. No partnership or agency

25.1 The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

26. Equitable relief

26.1 The Customer recognises that any breach or threatened breach of the Contract may cause Plasma Quest irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Plasma Quest, the Customer acknowledges and agrees that Plasma Quest is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

27. Severance

27.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

27.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

28. Waiver

28.1 No failure, delay or omission by Plasma Quest in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

28.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by Plasma Quest shall prevent any future exercise of it or the exercise of any other right, power or remedy by Plasma Quest.

28.3 A waiver of any term, provision, condition or breach of the Contract by Plasma Quest shall only be effective if given in writing and signed by Plasma Quest, and then only in the instance and for the purpose for which it is given.

29. Compliance with law

29.1 The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

30. Conflicts within contract

30.1 If there is a conflict between the terms contained in the Terms & Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Terms & Conditions and Part 1 and Part 2 of schedule 1 shall prevail.

31. Costs and expenses

31.1 The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

32. Third party rights

32.1 Except as expressly provided for in clause 32.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

32.2 Any Affiliate of Plasma Quest shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

33. Governing law

33.1 The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England & Wales.

34. Jurisdiction

34.1 The parties irrevocably agree that the courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

Schedule 1

Part 1

Data processing details

Processing of the Protected Data by Plasma Quest under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of personal data and categories of Data Subjects set out in this Part 1 of schedule 1.

1. Subject-matter of processing:

Personal Data and/or Protected Data for the purposes of Plasma Quest and the Customer carrying out the parties’ respective obligations in accordance with the Contract.

2. Duration of the processing:

The duration of the Contract.

3. Nature and purpose of the processing:

The collection, recording, organisation, storage, retrieval, erasure and destruction of Protected Data for the purposes of Plasma Quest and the Customer carrying out the parties’ respective obligations in accordance with the Contract.

4. Type of Personal Data:

Name, E-mail Address, Business Address, Business Telephone Number.

5. Categories of Data Subjects:

Customers.

6. Specific processing instructions:

N/A

Part 2

Technical and organisational security measures

1. Plasma Quest shall implement and maintain the following technical and organisational security measures to protect the Protected Data:

1.1 In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with the Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Plasma Quest shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR or any equivalent obligations set out in the Data Protection Laws.

1.2 The Customer acknowledges and agrees that Plasma Quest engages third party service providers, details of which shall be provided upon request of the Customer.

The Customer has read and accepts the Contract subject to these Terms & Conditions.

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Plasma Quest - Terms and Conditions