Terms And Conditions

1. General

   Unless otherwise agreed in writing, these Terms and Conditions of Sale (the "Terms and Conditions") apply to the sale of all goods and products (the "Products") made by 2SAN LLC or its affiliates (the "Seller") to you, the Buyer. The Buyer's general terms and conditions of purchase will not be taken into consideration, regardless of whether such terms and conditions form part of the Buyer's ordering and purchase documents, including acceptance. The above applies regardless of when such terms and conditions of purchase may be received. These Terms and Conditions apply whether the Buyer is a business or is a consumer, always provided that mandatory consumer protection provisions take precedence over these Terms and Conditions, but also provided that any of the below provisions that can be validly agreed for a consumer sale will remain in force individually. The Seller reserves the right to amend these Terms and Conditions. The Terms and Conditions in force at the time of the acceptance by the Seller of the Buyer's order shall apply to such transaction and the Products that are its subject.

2. Supply Allocation and Right of Substitution

   The Buyer acknowledges and agrees that the Seller shall incur no liability for any failure to supply or any delayed supply of Products and that the Seller reserves the right, in its sole discretion and without liability, to allocate supply of the Products and to immediately discontinue supplying any Products. The Buyer further agrees that the foregoing actions or inactions on the part of the Seller does not and will not constitute a breach by the Seller of these Terms and Conditions.

   The Seller's primary objective is to deliver the Products ordered as quickly as possible to the Buyer. To meet the objective of fast delivery, in the event that the Products ordered are sold out or in the event of a long delivery time, the Seller reserves the right to substitute a product ordered for a similar product without the Buyer's prior acceptance. The Seller supplies the substitute in the same size and quality as the product ordered, or as close to the product ordered as possible and may demand that the Buyer pay for the substitute in question. Should the Buyer not want substitutes according to this provision, the Buyer must expressly so state in writing when placing the order.

3. Prices

   All prices are stated in United States dollars, excluding, freight, customs duties, taxes and other charges unless otherwise stated. If changes are made to the prices of the offered or agreed supply of Products as a result of changes in cost prices, commodity prices, foreign exchange rates, freight, customs duties, taxes, charges, etc., the Seller is entitled to change the prices offered to and/or agreed with the Buyer. If the supply of Products is covered by a price list used by the Seller, the price of the supply will be fixed on the basis of the price list applying at the time of delivery. The Seller may change all prices stated in catalogues, price lists handed out, etc., without notice. Prices in catalogues, price lists handed out, etc., do not constitute offers but an invitation to the Buyer to make an offer.

   Any discounts, rebates or other price reductions (collectively referred to herein as "discounts") issued by the Seller to the Buyer may constitute a discount under applicable law (42 U.S.C. Section 1320a-7b(b)(3)(A)). The Buyer may request in writing from the Seller, and the Seller shall provide, reasonable detail pertaining to such discounts and the allocation of total net purchase dollars for the Products and related equipment, services, and miscellaneous purchases, as applicable. The Buyer acknowledges that it may have an obligation to report such discounts to any State or Federal program that provides reimbursement to the Buyer for the items to which the discount applies, shall do so fully and accurately, and shall make all invoicesand other price documentation available to Federal or State officials upon request.

4. Payments

   Payment must be made no later than seven days from the date of invoice unless another due date appears from the invoice or has otherwise been agreed between the parties. In case of late payment, default interest at the rate of 2% for every month or part of a month will be charged from the due date. Payment by way of set-off is not possible if the counter-claim is disputed. Non-compliance with the Seller's terms of payment is considered a material breach entitling the Seller to stop further supplies and demand that any outstanding amount, whether due or not due for payment, be paid immediately. For each reminder sent, a reminder fee in an amount determined by the Seller will be charged. Payment for the supply of Products collected by the Buyer at the Seller's warehouse must be settled immediately unless otherwise agreed. The Seller is entitled to demand payment in advance at any time this may be deemed necessary or desirable, including for subsequent part deliveries, even if previous deliveries of the same order were made on an invoice basis. Instead of paying in advance as demand, the Buyer may provide a bank guarantee for the payment or similar security acceptable to the Seller.

5. Delivery and Shipping

   All purchases are ex the Seller's warehouse unless otherwise agreed. In the absence of specific instruction from the Buyer, the Seller will select the carrier and make such agreement with the carrier on behalf of the Buyer as the Seller in its absolute discretion deems appropriate. The Buyer bears the shipping risk, regardless of the choice of delivery and shipping method. The Buyer must take out any shipping insurance.

   The Seller will endeavor to deliver the Products within the delivery schedule provided by the Seller to the Buyer, but shall not in any event be liable for any loss or damage directly or indirectly sustained from any failure to deliver within such period, or from any failure to give notice of any delay in delivery. Time shall not be the essence of the transactions contemplated by these Terms and Conditions and any delay shall not be the basis of the Buyer's cancellation or revocation of its purchase obligations. Further, the Seller reserves the right to deliver the goods by installments at its absolute discretion and in such circumstances the Buyer shall accept delivery of such goods by installments.

   Where in order to deliver or collect the Products the Seller or the carrier enters upon the Buyer's premises, the Buyer shall provide full and safe access to the Seller or the carrier and shall be liable for and indemnify the Seller and the carrier against the cost of all loss, damage to property and injury to persons, occurring directly or indirectly as a result of the failure by the Buyer to ensure the said full and safe access.

   All shipments made by the Seller are subject to the place of unloading being accessible by passable roads. The Buyer is responsible for immediate unloading, and any waiting time is for the Buyer's account. The Buyer shall be responsible for providing adequate labor and/or material handling equipment for the loading and unloading of the Products at its premises.

   Consideration should be taken to ensure that the product remains within the environmental limits indicated on the packaging, where applicable, during transportation and storage. 2San accept no responsibility for storage conditions once product leaves our warehouse and product acceptance conditions stated in section 11 apply.

6. Time of Delivery

   The time of delivery is fixed by the Seller using its best judgment according to the circumstances existing at the time the offer to purchase was accepted by the Seller. Unless otherwise agreed in writing, a postponement of the delivery time by 21 working days is considered timely delivery in every respect, meaning that the Buyer cannot exercise any powers vis-à-vis the Seller on this account. The Seller will inform the Buyer of any changes in the time of delivery without undue delay.

7. Retention of Title

   Title to the Products shall pass to the Buyer only upon payment by the Buyer of the entire purchase price, including any costs incurred and paid by the Seller on the Buyer's behalf in connection with the delivery, shipment and insurance of the Products, or until the agreed security has been provided, in which event the Seller shall have and retain a purchase money security interest in the Products. The Buyer shall do all things requested by the Seller to perfect such security interest.

   Responsibility for regulatory commitments transfers to the buyer at point of product acceptance, including but not limited to product storage, traceability, security, and recall activities.

8. Product Information

   Information provided in the documentation and product literature and inserts included with the Products is provided by the manufacturer(s) of the Products and is not binding on the Seller.

9. Warranty

   THE SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER MATTER AS RESPECTS THE PRODUCTS. To the extent that any such warranties are applicable to the Products, they are provided by the manufacturer(s) of the Products and may be set forth on the manufacturer(s)' website(s) or on the documentation and product literature included with the Products. The Buyer should contact the manufacturer(s) directly with respect to any questions pertaining to the Products.

10. Use of Products

    If the Buyer is a consumer, then the Products purchased under these Terms of Sale are for the Buyer's own use and not for resale or distribution to any third party. The Buyer shall neither use or, if a business, resell the Products, as applicable, past their expiration date, nor use or promote the use of the Products in any manner inconsistent with their intended use.

11. Defects and Complaints; Returns

    Upon delivery, the Buyer must immediately and no later than three days from receipt of the Products make such examination of the Products as is required by good business practice. If the Buyer intends to rely on a defect, the Buyer must notify the Seller of such intention immediately after any defect is or ought to have been detected with a description of the defect. If the Buyer has or ought to have detected the defect and fails to complain as stated above, the Buyer cannot rely on the defect at a later time. At the Seller's discretion, defects in the Products sold will be remedied or replaced, or the purchase price of the defective Products sold will be credited to the Buyer. If the Buyer fails to notify the Seller of a defect within two weeks of the date of delivery, the Buyer cannot rely on the defect at a later time.

    The Seller will only receive returned Products if it has authorized such return in writing. In any case, the crediting of the returned Products is subject to the Products being marketable, undamaged and in original, unopened packing. For the agreed return of a Product, the Seller charges a handling fee of 20% of the original selling price of the returned Products excluding applicable taxes, which shall be added to the handling fee.

    For the agreed return of Products with a view to replacement by another size or version, the Seller charges a handling fee of 10% of the original selling price of the returned Products excluding applicable taxes, which shall be added to the handling fee.

    The Buyer must pay all shipping and delivery costs in connection with any authorized returns.

12. Disclaimer of Liability

    TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER'S MAXIMUM AGGREGATE AND TOTAL LIABILITY FOR ALL CLAIMS UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE AMOUNT PAID TO THE SELLER BY THE BUYER FOR THE PURCHASE ORDER WHICH INCLUDED THE UNIT OF PRODUCT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY PUNITIVE, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OR LOSSES OF ANY NATURE WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, OR LOST BUSINESS) ARISING OUT OF THESE TERMS AND CONDITIONS OR THE USE OF THE PRODUCTS OR ANY FAILURE BY THE SELLER TO SUPPLY THE PRODUCTS HEREUNDER.

13. Force Majeure

    Without limiting the generality of Section 12 above, the Seller is not liable in damages to the Buyer for losses that originate from circumstances outside the Seller's control, including labor disputes (strikes and lockouts), fire, war, riot, civil unrest, weather conditions and natural disasters, pandemic, epidemic, currency restrictions, public seizure, import or export bans, interruption of ordinary traffic, including energy supply, significant increases in prices and/or charges, currency fluctuations, production, distribution and supply chain, and delivery difficulties resulting from circumstances for which the Seller is not responsible.

14. Dispute Resolution, Governing Law and Jurisdiction

    Any claim or dispute arising under or in connection with these Terms and Conditions, their subject matter or related to such subject matter shall be resolved solely by the means set forth in this section. In the event that any such claim or dispute arises, the Buyer agrees to first contact the Seller directly and to make a good faith effort to resolve the claim or dispute. If the matter remains unresolved for sixty (60) days after the Buyer's initial contact with the Seller regarding the claim or dispute, the matter will be submitted to binding arbitration via remote communications (such as Zoom or Microsoft Teams) conducted before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The arbitrator(s) involved in settling any such claim or dispute will have authority to grant specific performance and to allocate the costs of arbitration between the Buyer and the Seller as the arbitrator(s) deems equitable. Any such judgments rendered by the arbitrator(s) may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

    Any claim or dispute arising under or in connection with these Terms and Conditions, their subject matter or related to such subject matter shall be governed by, and construed in accordance with, the substantive laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles and shall be resolved by a state or federal court located in Massachusetts, except as described in the preceding paragraph. The Buyer agrees to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims and disputes.

    The parties agree that the Convention on Contracts for the International Sale of Goods will not apply.

    Any regulatory notices, including Field Safety Notices and recalls, shall be the responsibility of the buyer to fulfil. 2San will assist with the supporting documentation required of any such notice providing adequate request is made in writing in a timely manner.
    If buyer receives a complaint related to a Product directly from a customer or client, buyer must forward such complaint to manufacturer no later than two (2) business days of receipt. Follow up and any necessary regulatory reporting are the sole responsibility of buyer.

15. Other Terms

    The Seller's failure to strictly enforce any provision of these Terms and Conditions will not constitute a waiver of any such provision.

    If any provision of these Terms and Conditions is or becomes or is deemed invalid, illegal or unenforceable under the applicable laws or regulations of any jurisdiction, such provision will be deemed amended to conform to such laws or regulations without materially altering the intention of the parties hereto or, if the foregoing is not reasonably feasible, it will be stricken and the remainder of these Terms and Conditions will remain in full force and effect.

In these terms and conditions 2San means 2San Pty Ltd ACN 641 633 141 or any related corporation or legal entity located in Australia. The Customer means the person, firm, corporation, government or semi- government authority purchasing goods and/or services from 2San. Goods means such products as 2San may at its discretion agree.

1. General Terms

   1. These terms and conditions shall apply to the supply of goods and/or services by 2San to the Customer.
   2. 2San is not bound by any terms or conditions contained in any purchase order, purchase form or other similar document of the Customer delivered to 2San with respect to the purchase of or order for goods, services or otherwise which are at variance with, in derogation from or additional to these general terms and conditions. The Customer is bound by these general terms and conditions notwithstanding anything to the contrary in such purchase order, purchase form or other similar document.

2. The Contract

   1. The matters referred to in these terms and conditions constitute a contract between 2San and the Customer. These terms and conditions shall prevail over any other terms and conditions that may contain terms and conditions that may be inconsistent or contrary to those contained herein.
   2. These terms and conditions shall apply to the exclusion of all other agreements and prior representations, unless subsequently evidenced in writing by 2San and the Customer, and, together with each invoice and any supplementary agreement or other agreed document that references or is ancillary to this agreement, shall be the whole of the agreement between 2San and the Customer.

3. Description of Goods

   1. The description of goods and/or services as stipulated on invoices or order forms is provided by way of identification only and the use of that description shall not constitute a description under any contract of sale by description. Any description of any goods in any brochure, document or other sales literature used by 2San shall not form part of any agreement between 2San and the Customer.

4. Design Changes

   1. 2San shall have no obligations to make alterations in the design and construction of goods previously accepted and delivered even though design changes are incorporated in the goods subsequently being delivered.

5. Price Variation

   1. Subject to paragraph 5.2 hereof the price shall be as quoted in writing by 2San. If a price is not quoted then it shall be in accordance with 2San's current price list. Verbal quotations are subject to written confirmation.
   2. 2San reserves the right without notice to alter the price of goods and services whether or not a deposit or part payment has been received by 2San for such goods or service and to invoice the Customer for any such extra amount where the costs of the goods to 2San has altered due to circumstances beyond its control including but without limiting the generality of the foregoing any variation in 2San's exchange rates, goods and services tax (GST) or other taxes, levies, imposts, duties, premiums, fees or charges however designed and to correct errors and omissions.

6. Payment

   1. Payment is to be made to 2San on terms notified by 2San to the Customer at the date or order placement and in the absence of such notification, then as per the terms listed on this invoice.
   2. If the Customer fails to comply with the terms of payment in paragraph 6.1 hereof then:
      1. the Customer agrees that it will pay 2San a late premium charge amounting to two (2) per centum per month on all monies from time to time in respect of goods and/or services including all charges from time to time owing by the Customer.
      2. the Customer shall be liable for all costs including GST relating to any legal action taken by 2San to recover moneys due from the Customer, these costs including GST will be payable by the Customer to 2San on demand.
      3. 2San reserves the right to discontinue or suspend the supply of goods and/or service to the Customer.
   3. No discount shall be allowed except where otherwise agreed by 2San in writing.
   4. Invoices may be issued by 2San and will be payable by the Customer in respect of every delivery notwithstanding that the balance of the order has not been nor will not be delivered for any reason.

7. Delivery and Return of Goods

   1. Unless 2San otherwise agrees in writing GST, delivery, carriage insurance, handling, storage and packaging and any other expenses relating to the goods shall be charged to and paid by the Customer.
   2. In the absence of specific instruction from the Customer, 2San will select the carrier and make such agreement with the carrier on behalf of the Customer as 2San in its absolute discretion deems appropriate.
   3. 2San will endeavour to deliver the goods (or provide services) within the delivery schedule provided by 2San to the Customer, but subject to Clause 7.4 shall not in any event be liable for any loss or damage directly or indirectly sustained from any failure to deliver within such period. Time shall not be the essence of this contract and any delay shall not be the basis of the Customer's cancellation of this contract.
   4. 2San shall not be liable for any loss or damage resulting from any failure to give notice of any delay in delivery.
   5. 2San reserves the right to deliver the goods by instalments at its absolute discretion and in such circumstances the Customer shall accept delivery of such goods by instalments.
   6. Where in order to deliver or collect goods, 2San or its carrier enters upon the Customer's premises the Customer shall provide full and safe access to 2San or its carrier and shall be liable for and indemnify 2San and its carrier against the cost of all loss, damage to property and injury to persons, occurring directly or indirectly as a result of the failure by the Customer to ensure the said full and safe access.
   7. The Customer shall be responsible for providing adequate labour and/or material handling equipment for the loading and unloading of goods at its premises.
   8. Where 2San agrees to collect goods from the Customer's premises the Customer shall ensure that the goods are all available for collection at an easily accessible central point and that they are ready for loading at the time 2San arrives to collect them.
   9. The Customer's return of goods to 2San for credit requires the prior written approval of 2San and issuance of a Returned Goods Authorisation Number (RGA).
   10. Where goods are being returned to 2San, the Customer shall ensure that they are returned complete, together with all instructions and accessories, in a safe condition, having regard to the risk to:
       1. persons handling them and in their vicinity; and
       2. damage to the goods themselves.
   11. Claims by the Customer for short, damaged or incorrect deliveries must be made within fourteen (14) days from the date of invoice.
   12. 2San will not be liable or responsible for any loss or damage, cost or expense suffered by the Customer resulting directly or indirectly from any failure by 2San to fulfil any of the terms and conditions herein, including any obligation or liability in respect of any damage to or malfunction of any item supplied, if such failure damage or malfunction is due to any delay or other cause beyond the control of 2San.
   13. Where goods are incorrectly ordered by the Customer, supplied and subsequently returned, a restocking fee of fifteen (15) percent of the purchase price of the goods shall be paid together with any delivery fee and GST incurred by 2San as a result thereof within thirty (30) days from the date of invoice.
   14. No return of goods will be accepted or a credit note issued by 2San, for any goods and/or services specifically acquired for the Customer.
   15. If 2San is of the opinion that goods when returned are otherwise than in the same condition as when they were delivered to the carrier or directly to the Customer a charge equal to the cost necessary to restore the goods to their original condition shall be payable by the Customer upon demand by 2San.
   16. If goods are returned to 2San which 2San is unable to resell to a third party or resell for the same amount as was sold to the Customer then 2San may charge the Customer an amount equal to the loss incurred as a result of the Customer returning the goods.

8. Ownership and Risk

   1. Notwithstanding any credit granted to or anything contained in these terms and conditions to the Customer, 2San shall retain the full legal and beneficial ownership and title in and to all the goods delivered to the Customer by 2San until the Customer has paid to 2San the full amount due on all outstanding invoice(s) to 2San. Until then the Customer will hold and sell the goods as agent for 2San and the Customer shall store the goods separately and with the interest of 2San as owner clearly marked on the goods and the area in which they are stored.
   2. The Customer will ensure that the goods are kept in good condition and in accordance with any instructions for use that are applicable to the goods.
   3. The Customer will secure the goods from risk, damage and theft; and keep the goods fully insured against such risks that are usual or common to insure against in a business of a similar nature to that of the Customer.
   4. Any proceeds received by the Customer from the resale of the goods shall be held by the Customer as trustee for 2San to the extent of the unpaid invoiced price of those goods and the proceeds of the sale shall be forwarded to 2San in full as soon as is reasonably practicable after receipt by the Customer and where the proceeds of sale are less than the amount owing by the Customer to 2San, such proceeds shall be applied in practical satisfaction to the invoiced price or amount outstanding until all monies owing to 2San for all goods and services supplied by 2San to the Customer have been paid for in full by the Customer to 2San.
   5. Should the goods supplied by 2San to the Customer be lost or damaged after delivery and prior to payment, the Customer hereby agrees to indemnify 2San for such loss and damage.
   6. After the goods leave 2San's premises they shall be at the risk of the Customer and any damage to the goods shall be at the expense of the Customer.
   7. Without limiting any other remedy of 2San under these terms and conditions or at law, if the Customer does not pay for any goods and/or services on the due date then 2San is hereby irrevocably authorised by the Customer to enter the Customer's premises (or any premises under the control of the Customer or as agent of the Customer in which the goods are stored at such premises) and use reasonable force to take possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer whatsoever.
   8. If 2San is unable to resell the goods at the same price or more as was invoiced to the Customer by 2San, then 2San shall be entitled to make claim, demand or institute, if necessary, an action to recover any loss or damage sustained by 2San due to 2San not being able to obtain the invoiced price plus the added expenses incurred by 2San as a result of non-payment by the Customer.
   9. The Customer acknowledges that by virtue of 8.1 and 8.4 (above), 2San has a security interest in the goods for the purposes of the Personal Property Securities Act 2009 (Cth) (PPS Act) and to the extent applicable the PPS Act applies.
   10. The Customer acknowledges that 2San may do anything reasonably necessary, including but not limited to registering any security interest which 2San has over the goods on the Personal Property Security Register established under section 147 of the PPS Act in order to perfect the security interest and comply with the requirement of the PPS Act.
   11. The Customer agrees to do all things reasonably necessary to assist 2San to undertake the matters set out in 8.10 (above).
   12. The Customer and 2San agree that, pursuant to section 115 of the PPS Act, the following provisions do not apply in relation to a security interest in the goods to the extent, if any, mentioned (words in this provision have the same meaning as in the PPS Act):
       1. section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;
       2. subsection 121(4) (enforcement of liquid assets--notice to grantor);
       3. section 130 (notice of disposal), to the extent that it requires the secured party to give a notice to the grantor and other secured parties before disposal;
       4. paragraph 132(3)(d) (contents of statement of account after disposal); and
       5. subsection 132(4) (statement of account if no disposal).

9. Cancellation

   1. To the full extent permitted by law, orders for goods shall not be canceled by the Customer without 2San's written consent. The cancellation of any order shall be made on terms which indemnify 2San against all loss.

10. Customer's Special Requirements

    1. Changes to any order placed by the Customer, at the Customer's request, either at the time of placing the order or thereafter will only be accepted at 2San's discretion. Such changes will only take effect when agreed in writing by 2San and which may result in a price increase.

11. Warranties and Extent of Liability

    1. In any event 2San limits its liability for breach of condition or warranty to:
       1. In the case of goods, any one (at 2San's election) of the following:
          1. the replacement of the goods or the supply of equivalent goods;
          2. the repair of goods;
          3. the payment of the cost of replacing the goods or of acquiring equivalent goods;
          4. the payment of the cost of having the goods repaired; or
       2. In the case of services either (at 2San's election) of the following:
          1. the supplying of the services again; or
          2. the payment of the cost of having the services supplied again.
    2. The warranties set out in Clause 11.3 shall be additional to any non-executable warranties to which the Customer may be entitled pursuant to any statute.
    3. Subject to clause 11.1.1 2San warrants that the goods sold are free from defective materials and workmanship.
    4. 2San will repair, or at its option replace or credit (at its discretion) those of the goods which, upon examination are found by 2San to be defective in workmanship and/or materials.
    5. The warranty does not apply if:
       1. the defect becomes apparent more than twelve (12) months after the date of the invoice;
       2. the goods have not been used or stored in accordance with instructions issued by 2San;
       3. the defects are in a manufactured component supplied by 2San to another;
       4. the defective part is made of rubber, glass, synthetic or ceramic materials;
       5. the goods have been subject to any alteration or repair by any person other than authorised in writing by 2San. If the alteration or repair is unrelated to the defect then the warranty remains applicable;
       6. the Customer fails to notify 2San of its claim under this clause within fourteen (14) days of the defect becoming apparent and to return the goods to 2San on its request to do so;
       7. the indicated shelf life of the goods has expired.
    6. Except as provided in Clause 11.3 and 11.5 above, 2San will not be liable for economic or consequential loss, injury, expense or damage to the Customer or any person to whom the goods are transferred, or in respect of any person to whom the Customer or the person using the goods make them available or their property, arising from any defect in or failure of the goods, notwithstanding negligence on the part of 2San, its suppliers, servants, agents, successors or assigns.
    7. If goods are repaired under warranty they will be returned to the purchaser or ultimate user carriage paid.
    8. The Customer warrants that the goods purchased by the Customer will not be used predominantly for personal, domestic or household use.

12. Governing Law and Jurisdiction

    1. These terms and conditions and the contract governed thereby shall be governed by and construed in accordance with the laws from time to time, of the State of New South Wales which is where the head office of 2San is located.

13. Indemnity

    To the full extent permitted by law the Customer:

    1. agrees to indemnify and at all times hereafter to keep indemnified and hold 2San, its servants and agents and each of them harmless against all claims for loss or damage (whether as a result of negligence or otherwise) arising directly or indirectly out of the Customer's use, possession, ownership or resale to a third party or out of the use, possession or ownership by such third party of the goods or any part or parts thereof whether separately or in combination with any other equipment or material.
    2. agrees that the indemnity in Clause 13.1 shall survive the termination of this contract and shall extend to cover all alleged defaults or defects in the goods or part(s) thereof or instruction supplied for use in connection with the goods or out of any failure of the goods to perform a particular task or to achieve a particular result or to comply with any particular specification.

14. Force Majeure

    1. To the extent permitted by law the Customer releases 2San from all and any liability for and in relation to or occurring out of any failure or transaction in performance of its obligation hereunder due in part or in whole to any cause whatsoever beyond 2San's reasonable control.

15. Implied Conditions and Warranties

    1. All implied conditions and warranties (statutory or otherwise) are hereby expressly excluded from this contract insofar as they are capable of being excluded by agreement.

16. Collateral Warranties and Representations

    1. All prior statements and representations or collateral warranties that may have been given whether oral or in writing by 2San or its servants or agents prior to the delivery of the goods and/or services are expressly excluded to the full extent allowed by law and accordingly 2San is released by the Customer from any liability as a result of such statement or representation.

17. Fitness for Purpose

    1. The Customer shall not rely upon 2San's expertise or judgement as to fitness or suitability of use for which the Customer may require the goods and or service.

18. Waiver

    1. Failure by 2San to insist upon strict performance by the Customer of any terms and conditions contained herein shall not be taken to be a waiver thereof or of any rights of 2San in relation thereto and in any event shall not be taken to be a waiver of the same terms and conditions on any subsequent occasion and shall not discharge the Customer from any of its obligations pursuant to these terms and conditions.

19. Liens

    1. In addition to any lien to which 2San may be entitled by statute or common law, 2San shall in the event of the Customer's insolvency, bankruptcy or winding up, be thereupon entitled to a general lien on all property whatsoever owned by the Customer and in 2San's possession at the time.
    2. The Customer agrees that if demand is made by 2San the Customer receiving such a demand will immediately execute a mortgage or other instrument of security, or consent to caveat, as required, and against the event that the Customer fails to do so within a reasonable time of being so requested, the Customer hereby irrevocably and by way of security, appoints any credit manager or solicitor engaged by 2San to be its true and lawful attorney to execute and register such instruments. Such lien will cover the unpaid price of any goods and/or services supplied by 2San to the Customer.

20. Notices

    1. All notices on accounts shall be in writing and may be hand delivered or mailed postage pre- paid addressed to the postal address of either 2San or the Customer as notified to the other from time to time in writing. Any such notice or demand or account shall be deemed to have been received five (5) business days after dispatch if sent by mail, or the next business day if delivered by hand or email.

21. Voidability of Terms and Conditions

    1. The Customer acknowledges that these terms and conditions are subject to any rights and obligations arising between the parties pursuant to any legislation or by implication of a law and specifically acknowledge that this contract is not intended and will not operate to override any rights and obligations created by the Competition and Consumer Act 2010 as amended. To the extent that any term or condition of this contract is void, voidable or repugnant to the provisions of that Act or any other Act of the State of New South Wales or any other applicable legislation of the Commonwealth of Australia then this contract shall be read as if that term or condition were deleted and the balance of this contract shall be enforceable.

22. Confidentiality

    1. The Customer must not make any public announcement or disclose any information relating to the existence of, or the subject matter of these terms and conditions and the contract governed thereby, to any third party, or authorise or cause those acts to be done, unless it has the prior written consent of 2San or it is required to do so by law or regulatory requirement.

1. Definitions and Interpretation

   In these terms and conditions (the "Terms and Conditions") the following words shall have the following meanings:

   Affiliate	means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
   Applicable Law	means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;
   Business Day	means a day other than a Saturday, Sunday or bank or public holiday when banks are open for non-automated business in England;
   Confidential Information	means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential;
   Contract	means this agreement between You and Us for the sale and purchase, and maintenance (where applicable) of the Deliverables;
   Data Protection Laws	means the UKGDPR, the Data Protection Act 2018, any other laws concerning protection of data and any laws which implement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of them;
   Deliverables	means the Goods or Services or both as the case may be;
   Documentation	means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Deliverables;
   Force Majeure	means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including government interference, any law or any action taken by a government or public authority (including without limitation, imposing an export or import restriction), an act of God, fire, flood, lightning, earthquake or other natural disaster, pandemic or epidemic, 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, cyber-crime or cyber-attacks, strike, lockout or boycott or other industrial action including those involving Our or Our suppliers' workforce;
   Goods	means the goods and other physical material set out in the Order and to be supplied by Us to You in accordance with the Contract;
   Group Company	means in relation to a company, any member of its group;
   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 software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case whether registered or not including any applications to protect or register such rights and including all renewals and extensions of such rights or applications whether vested, contingent or future to which the relevant party is or may be entitled, and in whichever part of the world existing;
   Location	means the address or addresses for delivery of the Goods and performance of the Services as set out in the Order Confirmation;
   Material	means the content, documentation, materials, data, information and/or any other items provided by You or on Your behalf from time to time in connection with the Contract;
   Normal Working Hours	means 8.00am until 5.00pm on Business Days;
   Order	means the document identified by Us as the Order which sets out in detail Your order for the Deliverables;
   Our Personnel	means all Our employees, officers, staff, other workers, agents and consultants and any of Our sub-contractors who are appointed by Us from time to time;
   Price	has the meaning given in clause 7.1;
   Services	means the services set out in the Order to be supplied by Us to You in accordance with the Contract;
   Specification	means the description or Documentation provided for the Deliverables set out or referred to in the Contract;
   UK Mainland	means England, Scotland, Wales and Northern Ireland excluding all and any islands;
   We, Us, Our, Ours, 2San	means 2San Global Limited, company registration number 12620104, whose registered office is at Unit 11, Carnforth Business Park, Oakwood Way, Carnforth, LA5 9FD or any 2San Affiliate or Group Company which has agreed to sell, supply or maintain the Deliverables to You and whose details are set out in the Order;
   UKGDPR	means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);
   You, Your, Yours	means the person, business or organisation which has agreed to purchase the Deliverables from Us and whose details are set out in the Order.

   1. In these Terms and Conditions, unless the context otherwise requires:
      1. a reference to the Contract includes these Terms and Conditions and the Order,
      2. any clause or other headings in these Terms and Conditions are included for convenience only and shall have no effect on the interpretation of these Terms and Conditions;
      3. a reference to a 'party' includes that party's personal representatives, successors and permitted assigns;
      4. a reference to a 'company' includes any company, corporation or other body corporate, wherever and however incorporated or established;
      5. words in the singular include the plural and vice versa;
      6. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.

2. Application of these Terms and Conditions

   1. These Terms and Conditions apply to and form part of the Contract between You and Us to the exclusion of all other terms and conditions including any terms and conditions You purport to apply, through Your standard documentation or by any other means, and any terms and conditions which may otherwise be implied by trade, custom practice or course of dealing.
   2. You acknowledge that You are relying solely upon Your own skill and judgement in determining the suitability and fitness for Your purpose (general or specific) of the Deliverables.
   3. By placing an Order with Us you accept, and agree to comply with these Terms and Conditions.
   4. Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract. Descriptions and illustrations contained in Our catalogue, price lists and other advertising material are intended only to present a general idea of the goods and services described and none of these form part of the Contract.
   5. Any recommendations that We give to You are intended to be recommendations only and are not exhaustive and it is Your responsibility for ensuring that any recommendations that We make and/or Services that We propose, meet Your business needs.

3. Orders and Quotations

   1. Each Order by You shall be an offer to purchase the Deliverables from Us subject to these Terms and Conditions.
   2. We may accept or reject an Order at Our discretion. An Order will not have been accepted, and there will be no binding obligation to supply any Deliverables, until:
      1. We have accepted the Order in writing ("Order Confirmation"); or
      2. by Us delivering or performing the Deliverables; or
      3. where We have notified You that the Deliverables are ready to be delivered or performed (as the case may be).
      whichever is the earlier.
   3. You warrant that anyone signing on Your behalf has full capacity and authority to enter into the Contract.
   4. Quotations are not intended to be legally binding contracts with You and will only be valid for 30 days from the date of the quotation unless We agree otherwise.
   5. The quantity of the Goods will be as set out in the Order Confirmation. We may deliver an excess or deficiency of up to 10% without any liability whatsoever except that Your invoice will be adjusted accordingly so that You pay for the actual quantity of Goods that We have despatched.
   6. The weight, volume or number of the Goods is the weight, volume or number that We ascertain which We and You accept as correct. We do not accept any liability for loss during transit.

4. Making changes to Your Order

   You may not make any changes to Your Order after We have accepted it unless We agree in writing. Where We agree to any changes, We may amend the Price accordingly.

5. Services

   1. If We have agreed to provide Services to You, the following additional conditions apply:
      1. We will provide Services to You during Normal Working Hours, unless extended working hours have been agreed between You and Us, at the Location.
      2. You agree to permit Our Personnel at all reasonable times to have access to such of Your premises as is necessary for the purpose of carrying out the Services.
      3. You will use Your best endeavours to ensure the health and safety of Our Personnel who visit your premises. Where, in Our opinion, such health and safety provision is inadequate We shall be entitled to suspend or cancel the Services.

6. Your Responsibilities

   1. You will promptly provide Us with all information, assistance, access, Materials and resources that We may reasonably require in connection with the Deliverables.
   2. You will ensure that all information which You provide to Us is accurate, adequate and complete and We accept no liability under the Contract where You have not complied with this obligation.
   3. You shall be responsible for determining whether the Deliverables are suitable for their contemplated use whether or not such use is made known Us.
   4. Where We have agreed to install the Goods, it is Your responsibility to:
      1. ensure that You notify Us of any regulations, rules, guidance and other requirements which apply to You and Your premises but You shall at all times remain responsible for compliance with the same;
      2. determine the location where the Goods will be installed taking into account Our instructions and health and safety matters; and
      3. ensure that the premises are structurally sound for the installation of the Goods and are in a satisfactory condition and technically suitable for the purposes of the Contract.
   5. You must ensure that You have all consents, licences, authorisations, certificates and permits (whether statutory, regulatory, contractual or otherwise and in any relevant jurisdiction) to perform Your obligations under the Contract.
   6. Any delay and/or breach of Our obligations under the Contract caused by Your failure or delay in performing any of Your obligations under the Contract will be Your responsibility. In each case that You fail or delay in performing any of Your obligations under the Agreement the date for performance will be extended by a period which is equal to at least the period of Your delay and We will continue to invoice and You will continue to pay the charges.
   7. You will perform any customer dependencies as reasonably requested by Us from time to time.
   8. If You fail to perform any of the customer dependencies by the relevant date instructed by Us, We will not be held responsible for any impact that this may have on the Deliverables, the date for performance of any of Our obligations which relate to or are dependent on such performance by You will be extended by a period reasonably determined by Us to reflect the period of Your delay.
   9. You shall promptly obtain and maintain all licences, clearances and other consents that are necessary for the supply of the Deliverables (including import licences).
   10. You shall not rebrand or repackage any of the Goods or permit or allow any third party to do so.
   11. You will ensure that You, and any of Your representatives, customers, employees, agents or sub-contractors, use or apply the Goods only for the purposes and in the manner expressly set out in Our instructions (if any) including but not limited to any Material Safety Data Sheets ("SDS") or labelling information.
   12. You acknowledge that You are familiar with the Goods and have been advised by Us of the risks associated with the handling, transporting, using, storing and disposing of the Goods. You further accept that You have independent knowledge of the risks which are acknowledged and understood in Your industry and You assume all risks and responsibility for the handling and use of the Goods in combination with other substances.
   13. You shall not resell the Goods as they are in different packaging. If you further process the Goods or incorporate them into other materials, or re-sell, exchange or transfer the Goods You shall develop Your own branded SDS and certificates of analysis consistent with all regulatory jurisdictions in which You market the Goods.
   14. You warrant and represent to Us that You will (i) promptly provide to Us such information as We may reasonably require in order for Us to obtain and maintain compliance with Registration, Evaluation, Authorisation and Restriction of Chemicals Regulation 1907/2006 or any equivalent regime operating in any relevant jurisdiction as amended or updated from time to time ("REACH") in respect of the Goods and (ii) comply with Your obligations under REACH. We are under no obligation to include Your Use in Our REACH registration unless We agree to do so in writing. We will have the right to suspend delivery or to terminate this Contract, by giving you notice but without any liability to You, If We elect not to proceed with any REACH registration and/or authorisation in respect of the Goods or any part of them.
   15. You agree to comply with all applicable trade sanctions and You shall not import, export or ship, sell or supply the Goods to a jurisdiction or an individual subject to those sanctions. If We ask You to do so, You will provide us with documentation to verify the final destination of the Goods.
   16. You undertake to comply with all relevant export laws as amended or updated from time to time and you undertake to use reasonable endeavours to secure similar undertakings from Your customers. We do not accept any liability and will not be in breach of this Contract where any sum due is not paid in order to comply with any trade sanctions.
   17. You agree to comply with all laws, regulations, guidelines and good industry practices relating to fair business standards, including, without limitation, those dealing with workplace safety, human rights, modern slavery, conflict mineral sourcing, environmental protection, sustainable development, anti-tax evasion, bribery and corruption.
   18. You confirm that you have read and understood Our Code of Conduct as set out on Our website and You agree to comply with that Code of Conduct or to maintain Your own code or polices which have the same or similar standards.

7. Price

   1. The price for the Deliverables will be as set out in the Order Confirmation or, where no Price is set out, will be calculated in accordance with Our charges in force from time to time (the Price).
   2. The Prices are exclusive of VAT and do not include delivery charges for insurance, carriage or delivery unless we agree otherwise in writing.
   3. We may increase the Prices at any time before we have accepted Your Order as set out in clause 3.2.1.
   4. Notwithstanding clause 7.3, We may increase the Prices with immediate effect by written notice to You where there is an increase in the direct cost to Us of supplying the relevant Deliverables which is due to any factor including but not limited to increase in labour, materials, manufacturing, increase in tax or duties and/or increase in rates of exchange.
   5. We reserve the right to charge You:
      1. the cost and/or expense of any additional work or variations to the Deliverables made at Your request; and
      2. any costs incurred by Us in respect of any failed delivery or change in delivery dates; and
      3. any costs that We incur as a result of You failing to meet Your obligations under the Contract.
   6. Where during delivery of the Deliverables, We incur any additional loss or charge as a result of circumstances not made known to Us, We shall be entitled to recover such charges from You.
   7. Where the sale of the Goods to You would be eligible for exemption from VAT (or an equivalent tax), We will apply the exemption. It is Your responsibility for providing Us with all relevant information regarding such exemption. It such information is not provided to Us within 15 working days, We will charge you VAT (or equivalent) in addition to the Price and You will indemnify Us against any liabilities, damages, losses and/or costs arising out of or in connection with Your failure to comply with Your obligations under this clause together with any VAT (or equivalent) assessments relating to the sale of the Goods including any such things as penalties and interest for late payment.

8. Payment

   1. We shall invoice You for the Deliverables, partially or in full, at any time following acceptance of an Order.
   2. Unless We agree otherwise, You must pay for the Deliverables within 30 days of the date of invoice, in the currency specified on the invoice and in cleared funds.
   3. You shall pay all invoices in in full without deduction or set-off.
   4. Where sums due under to Us are not paid in full by the due date:
      1. We may charge interest on such sums at 5% a year above the base rate of HSBC from time to time in force; and
      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; and
      3. We shall be entitled to recover all costs and expenses that We incur in the collection of or recovery of sums due to Us and You agree to indemnify Us in respect of those costs and expenses.
   5. If payment is late, We may:
      1. require full payment in advance before delivering any undelivered Deliverables;
      2. suspend delivery of any undelivered Deliverables whether ordered under this Contract or otherwise;
      3. recall any Goods that are in transit but have not been received by You;
      4. terminate this Contract; and/or
      5. withdraw any credit.

9. Credit

   1. Where We agree any credit with You it will be on such credit terms and payment dates as We specify. Where We have not expressly agreed credit payment terms with You, You must pay all invoices in full within 30 days of the date of the invoice.
   2. We may set and vary credit limits from time to time and withhold all further supplies if You exceed any agreed credit limit.
   3. If we withdraw credit under clause 9.1, all amounts due to Us under any incomplete contracts will become immediately payable and other Deliverables pending (if any) will be suspended until You have paid Us in full unless those deliveries are cancelled because the relevant contracts have been terminated under clause 20.

10. Delivery and Performance

    1. Unless agreed otherwise in writing by Us, All Goods will be delivered Free Carrier as defined by INCOTERMS ("FCA") to the Location.
    2. The Services shall be performed by Us at the Location on the date(s) specified in the Order Confirmation and the Services will be deemed to have been delivered by Us on completion of the performance of the Services at the Location.
    3. We may deliver the Goods or perform the Services and invoice You in instalments. Any delay or defect in an instalment will not entitle You to cancel any other instalment.
    4. We reserve the right to amend specifications of the Goods or to substitute any part of the Goods for goods of a similar specification at any time and without notice to You (whether to confirm with any applicable safety or other statutory specification or otherwise) provided that such substitution does not affect the quality or performance of the Goods.
    5. Time is not of the essence in relation to the performance or delivery of the Deliverables. We will use Our reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only. We will not be liable for any damage, loss or inconvenience sustained by You as a result of any delay in delivery.
    6. We will not be liable for any delay in or failure of performance caused by:
       1. Your failure to make the Location available;
       2. Your failure to prepare the Location in accordance with Our instructions or as required for the delivery or performance of the Deliverables;
       3. Your failure to provide Us with adequate instructions for performance or delivery or otherwise relating to the Deliverables;
       4. Force Majeure.
    7. If Our delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Us, such Packages will be returned in accordance with Our instructions. If the Packages are not returned, We will be entitled to charge You replacement value for the Packages and We will not credit You for any Packages for which a charge has been made. "Packages" includes bulk tanker, minibulks, flexis, crates, boxes or other containers, pallets and such things. The loading or filling of transport equipment and/or Packages which You have made available to Us, will be at Your risk even if we carry this Out. We are entitled to refuse to load or fill such Packages or equipment if We believe that this would contravene any legislation or We believe this would be unsafe.
    8. If having paid for the Deliverables, You fail to take delivery of the Deliverables or fail to give Us adequate delivery instructions, without prejudice to any other right or remedy available to Us, We may store the Deliverables until actual delivery takes places and We may charge You for the reasonable costs associated with the storage.
    9. If within 14 Business Days following the date that We agreed with You for delivery of the Goods, You have not taken delivery of or collected them, We may resell or otherwise dispose of the Goods without any obligation or liability to You, except as provided for in clauses 10.9.1 and 10.9.2 We shall:
       1. deduct all reasonable storage charges and costs of resale; and/or
       2. invoice You for any shortfall of the resale price below, the Price paid by You for the Goods.
    10. You shall be responsible for inspecting the Deliverables immediately upon delivery of the Goods or on completion of the Services and You shall notify Us in writing of all claims within 14 days of delivery or performance.
    11. In the event of non-delivery or non-performance You shall notify Us or Our courier in writing within 24 hours of such non-delivery or performance.

11. Cancellations and Returns

    1. Where we have dispatched and delivered the Goods in accordance with the Contract, those Goods or any part of them may not be returned to Our premises without our prior written consent.
    2. We may cancel the Order, by notifying You, at any time before Delivery.
    3. Where We have increased the Price under clause 7.4, You may cancel any unfulfilled Orders, or part or any unfulfilled Order, to which the Price increase applies, within 2 Business Days of Us giving You notice of the Price increase or prior to the actual Delivery of the Goods whichever occurs first.

12. Risk and Title

    1. Risk in the Goods shall pass to You on delivery or deemed delivery under clause 10.1. Title to the Goods shall pass to You once We have received payment in full and cleared funds for all sums due to Us under this Contract or any other contract that You have with Us.
    2. If, at any time before title to the Goods has passed to You, You inform Us, or We reasonably believe, that You have or are likely to become subject to any of the events specified in clauses 20.1.1 to 20.1.6. We may require You at Your expense to re-deliver the Goods to Us and if You fail to do so promptly, We may enter any premises where the Goods are stored and repossess them.
    3. Until title to the Goods passes to You, You agree to hold the Goods in trust for Us and You undertake to:
       1. Store the Goods at Your own cost, separately from other goods and in such as way that they can be easily identified as Ours; and
       2. Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
       3. Maintain the Goods in a satisfactory condition; and
       4. Insure the Goods for their full Price against all risks and supply a certificate of insurance demonstrating this at Our request.
    4. You may use the Goods in Your manufacturing process or sell the Goods notwithstanding that ownership of the Goods has not passed to You. In the event that You sell the Goods, You agree to hold the sale proceeds in trust for Us until title has passed to You.

13. Warranties

    1. We will refund the contract value of the Goods or replace or repair (in our absolute discretion) any Goods, or refund the cost of the Services, or re-perform the Services, which are affected by defects provided that any defects are reported promptly to Us and within 6 months of the date of invoice. Following the expiration of the 6 month period, We will have no liability under this clause 13.1.
    2. We shall have no other warranty whether set out in this clause 13 or otherwise:
       1. if the total price due under this Contract has not been paid by You on the due date for payment; or
       2. if a claim under this clause 13 is not notified in writing to Us immediately upon the defect or fault arising or where the same should have been discovered and, in any event, no later than 7 days after the same; or
       3. where You proceed with any investigation or repairs without Our approval; or
       4. if the Deliverables have not been maintained or serviced in accordance with Our or any relevant third party manufacturer's recommendations and guidelines and You shall keep a record of all such maintenance and servicing and copies of any third party maintenance or servicing invoices, which We shall be entitled to inspect at any time in relation to a warranty claim; or
       5. for any defects or damage resulting from:
          1. any damage caused in transit or after delivery; or
          2. any damage caused by wilful damage or negligence of any or Your employees, agents or sub-contractors; or
          3. where the defect was caused or exacerbated by Your improper use, handling, alterations, maintenance, storage or failure to comply with Our instructions; or
          4. where You have not notified Us
          and in any of those circumstances set out in clauses 13.2.5.1 to 13.2.5.4, We shall be entitled to reject a warranty claim.
    3. The Deliverables or any part claimed to be defective must immediately after notification under clause 13.2.2 be returned to Us at Your expense unless it is or technically impossible to do so or there is a serious risk of damage in transit. If, after We have inspected the returned Deliverables, We accept Your warranty claim, We will refund You the reasonable costs of returning them to Us.
    4. If the Deliverables or part claimed to be defective cannot be returned to Us under clause 13.3, We will visit the location of the defective Deliverables as soon as practicable after notification of a claim in order to inspect and test the Deliverables and will undertake or arrange to undertake any remedial work or replacement confirmed as covered by the warranties in this clause 13.
    5. Our obligation under this clause 13 shall cease if it is shown that any alleged, defect or fault found to be present resulted from an unauthorised modification of the Deliverables, or use of the Deliverables for a purpose other than for one for which they were intended, or misuse or abuse generally.
    6. In the case of a warranty claim not being proven to Our satisfaction or it being determined that the claim falls outside the terms of this warranty, You shall pay to Us the reasonable expenses incurred by Us or Our Personnel, in visiting the location, inspecting, investigating and reporting on the complaint and We shall be entitled to exercise a lien on the Deliverables (if it has been returned to Us under clause 13.5) until such expenses have been paid.
    7. The warranty under this clause 13 may not be transferred or assigned by You.
    8. Our liability under this clause 13 shall be limited as follows:
       1. We do not exclude or limit Our liability for death or personal injury due to Our negligence, for fraud or fraudulent or for any other matters that we are not permitted to limit or exclude our liability in law.
       2. Except for those situations set out in clause 13.8.1, our liability is limited to 125% of the contract value of the Deliverables giving rise to the claim or £250,000 whichever is the lower sum.
       3. We do not accept liability for any loss of or damage to property, loss or use or any consequential or indirect or special loss of any nature whatsoever.
       4. You must notify Us of any claim in writing, giving full details of the claim within 3 months of the date that You became aware (or should reasonably have become aware) of the event. Failure to give Us such notice will constitute a bar or irrevocable waiver to any claim related to that event.
       5. We shall not be liable for any cost of any servicing or service items where such work is for Your convenience, undertaken at the same time as or incidental to any warranty work, and such servicing or service items shall be invoiced to You as if they had been undertaken or supplied independently of any warranty work.
       6. We shall not be liable for any consequential loss or damage to components or any part of Your equipment or machinery not covered by any warranty under this clause 13.
       7. Any warranty is voidable by Us if You or anyone acting on Your behalf fails to disclose, misrepresents or misdescribes any material fact. If We void any warranty, We will void it in its entirety and all warranty cover shall cease immediately.
    9. Our liability under this clause 13 replaces any warranty or condition implied by law.

14. Intellectual Property Rights

    1. The Intellectual Property Rights in any materials, and/or equipment, in whatever form, existing prior to the entering into this Contract, or developed solely by one party entirely independently and unrelated to the Contract, shall be owned by the developing party.
    2. The Intellectual Property Rights in any materials, and/or equipment, including designs, specifications or data, developed or produced by Us, or a third party on our behalf, in pursuance of a Contract will remain vested in Us (or where applicable any third party on our behalf) unless We specifically agreed otherwise in writing prior to entering into the Contract.
    3. No right or licence to use our Intellectual Property Rights is granted to You except the right to use the Deliverables in the ordinary course of Your business.
    4. Where We supply any Deliverables in accordance with Your specifications, instructions and/or designs, it is Your responsibility for ensuring that Your specifications do not infringe any third party's Intellectual Property Rights and You shall indemnify Us in full against all losses, liabilities and costs that We may incur in the event of any infringement of any Third Party Intellectual Property Rights. You waive, in Our favour, any moral rights referred to in this clause 14.3 and You undertake to do all things that are necessary to record and transfer of any Intellectual Property Rights to Us as may be required by Us.
    5. You agree not to use Our name, logo, trademarks or other identification marks without Our prior written consent.
    6. You shall not analyse, attempt to modify or reverse-engineer or otherwise seek to determine the structure or composition of the Goods without Our prior written consent.

15. Anti-bribery

    Each party shall ensure that it and each of its personnel and all others associated with it in connection with the Contract do not, by any act or omission, place the other in breach of the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption.

16. Data Protection

    Both parties shall comply with their respective obligations under all relevant data protection laws, use all reasonable efforts to assist the other to comply with such obligations as are respectively imposed on them by the data protection laws and ensure that all fair processing notices (where applicable) have been given and/or applicable consents obtained and are sufficient in scope to enable the other party to fulfil its obligations under the Contract in accordance with Data Protection Laws.

17. Indemnity and Insurance

    1. You shall indemnify Us, and keep Us indemnified, from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Us as a result of or in connection with
       1. Your breach of any of Your obligations under the Contract.
       2. any of Your acts or omissions in connection with the use or application of the Deliverables.
       3. any injury, disease, or death or persons or damage to the environment arising out of or in connection with (i) the loading, unloading, storage, handling, purchase, use, sale or disposal of the Goods or (ii) any failure to disseminate health and safety information.

18. Confidentiality

    1. All Confidential Information shall remain the property of the disclosing party.
    2. The receiving party will not divulge such information to any person other than its employees on a need to know basis and will use such information solely in performing its obligations under the Contract. This obligation shall not extend where such information:
       1. was in the public domain at the time it was disclosed or later becomes public knowledge at a future date, other than as a result of the receiving party's breach of its obligations in this clause 18; or
       2. was as in the receiving party's possession or was known to the receiving party without restriction at the time of its disclosure.
    3. The obligations of either party under this clause 18 shall continue without limit in point of time but shall cease to apply to any information coming into the public domain otherwise than by breach of any party of its obligations under this Contract.

19. Force Majeure

    1. We shall have no liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. We shall notify You of any Force Majeure event that affects Our performance of the Contract and We shall be entitled at Our option to either cancel the Contract or extend Our time for performance of our obligations by a period at last equivalent to the time during which our performance has been hindered or delayed by the Force Majeure event.
    2. In the event of a Force Majeure event continuing for a period of more than 3 months, either party will be entitled to cancel or suspend the whole or any part of any delivery, having given not less than 14 days' notice in writing to that effect to the other party.
    3. You will continue to pay the Price for any Goods that You receive notwithstanding the occurrence of the Force Majeure event.

20. Termination

    1. We may terminate the Contract or any other contract which we have with You at any time by giving notice in writing to You if:
       1. You commit a material breach of the Contract and such breach is not remediable;
       2. You commit a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
       3. You have failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 14 days after the We have notified You that the payment is overdue;
       4. any consent, licence or authorisation held You is revoked or modified such that You are no longer able to comply with Your obligations under the Contract or receive any benefit to which You are entitled;
       5. You go into liquidation or become bankrupt or enter into any voluntary insolvency arrangement; or
       6. You have an administrator or manager appointed.
    2. If You become aware that any event has occurred, or circumstances exist, which may entitle Us to terminate the Contract under this clause 20 You shall immediately notify Us in writing.
    3. Termination or expiry of the Contract shall not affect any of Our accrued rights and liabilities at any time up to the date of termination.

21. Notices

    Any notice to be given by either party to this Contract shall be in writing and shall be deemed to be duly served if personally delivered or sent by prepaid recorded delivery post or airmail to the other party at their registered office or such other address as may have been advised by the parties in writing. In the case of posting, delivery will be deemed to have taken place at 9am two days after the date of posting. If any notices are given other than in accordance with this clause 21, they will be invalid.

22. Entire Agreement

    1. The parties agree that the Contract and any documents entered into pursuant to it constitute 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.
    2. Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

23. Variation

    Except as set out in clause 7, no variation of the Contract will be effective unless it is in writing, refers to the Contract and these Terms and Conditions and is signed by each party.

24. Assignment and Sub-Contracting

    1. You may not assign, subcontract or encumber any right or obligation under the Contract without Our prior written consent.
    2. We may assign and/or sub-contract any of Our rights or obligations under the Contract by giving You prior written notice.

25. Set Off

    1. We shall be entitled to set-off any liability which We have or any sums which We owe to You under the Contract or under any other contract which We have with You against any sums that You owe to Us.
    2. You must pay all sums that You owe to Us without any set-off, counterclaim, deduction or withholding of any kind, except as may be required by law.

26. Severance

    If any part of the Contract is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other part of the Contract will not be affected.

27. Waiver

    No failure, delay or omission by Us 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. Compliance With Law

    You shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform Your obligations under or in connection with the Contract.

29. Third Party Rights

    1. Except as expressly provided for in clause 29.2 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.
    2. Any of Our Affiliates, Group companies or assignees shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

30. Governing Law

    The Contract and any dispute or claim arising out of, or in connection with, it, shall be governed by, and construed in accordance with, the laws of England and Wales.

31. Jurisdiction

    The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract except where We elect to bring proceedings in the country where You are incorporated.

1. Application

   1. These Standard Terms and Conditions of Purchase (Terms) shall apply to the purchase of goods (Goods) and/or work performed and/or services (Services) ("Purpose") by 2San Pty Ltd, 2San Global Limited, 2San APS, 2San LLC or 2San Healthcare Group Inc (entity set out in Purchase Order (PO) details) (2San) from a supplier (Supplier) and shall govern any enquiries, offers, orders, contracts and agreements relating to such purchase.
   2. Any deviating terms and conditions of the Supplier shall not apply unless expressly agreed to such terms in writing and the same has been signed by 2San.
   3. There shall be no variation to these Terms unless expressly agreed to in writing and signed by 2San.

2. Offers

   1. The Supplier shall be bound by any offer to supply Goods provided to 2San for a period of six months from receipt of the offer by 2San.
   2. Any offer by the Supplier must be accepted by 2San in writing either in the form of a purchase order or in any other written format acceptable to 2San (Purchase Orders(PO)).
   3. All PO issued by 2San shall be subject to these Terms.

3. Goods and Services Specification

   1. The basis for the ordering of Goods and Services shall be the item numbers, revision indices and/or material specifications of 2San, which the Supplier shall use in all delivery papers and correspondence.
   2. The Supplier must request clarification from 2San without undue delay in the event of unclear item numbers and/or material specifications or instructions.
   3. It shall at all times remain the responsibility of the Supplier to clarify any Goods or Services specifications provided by 2San.

4. Modifications

   1. 2San may from time to time and without notice modify specifications (e.g. drawings, packaging), dates and delivery destinations. The Supplier shall implement such modifications in accordance with the reasonable requirements provided by 2San.
   2. In the event of a force majeure event (including but not limited to labour disputes, epidemic, pandemic, government directions or orders, or any other contingencies beyond 2San's control), 2San may suspend or cancel its PO for the Goods and Services at its sole discretion.
   3. Modifications to the Supplier's Goods or Services by the Supplier that may affect the form, fit, function, or certification must be notified to 2San no less than six months prior to the implementation date. Modifications to Goods or Services supplied to 2San shall not be implemented without 2San's written consent.

5. Prices & Payment

   1. Prices shown in the PO shall prevail and be in accordance with the last quoted price provided by the Supplier prior to 2San's acceptance of the PO, unless otherwise agreed in writing and signed by 2San.
   2. The Supplier hereby agrees to afford to 2San any general reduction or discount in prices given to their other Customers and Supplier shall be required to provide proof thereof to 2San.
   3. Invoices quoting the 2San order number and the Supplier's delivery note number shall be sent as soon as practicable after the dispatch of Goods or completion of Services.
   4. Payments shall be due and payable in accordance with this clause 5 only after formal acceptance of the Goods or Services by 2San. Payment will only be made by 2San at least 30 days after the end of the month during which the Goods or Services are delivered, unless otherwise agreed to by the parties in writing.
   5. Payments by 2San do not constitute a confirmation that the Goods or Services conform to the specifications or are free of defects. 2San shall be entitled to reject Goods or Services after delivery and payment thereof.
   6. Goods shall be delivered ExWorks (Incoterms 2010) to the address specified in the PO or if no address is specified, to 2San's registered office. Prices quoted by the Supplier include duties and delivery fees and the Supplier agrees to be liable for all costs in relation to delivery of the Goods and Services.
   7. The price quoted by the Supplier for Services shall include any and all costs arising in conjunction with the provision of the relevant Service (e.g. travel costs, expenses).

6. Delivery & Contractual penalty

   1. The Supplier shall acknowledge any POs issued by 2San, by issuing an order confirmation or returning a copy of the PO with a dated acknowledgement stamp and/or signature.
   2. The Supplier shall provide a copy of the delivery note upon dispatch and Goods should be appropriately marked to ensure that they are easily identifiable by 2San.
   3. If delivery is not made on the date or within the period specified in the PO, 2San reserves the right to:
      1. cancel the whole or any part of the PO without compensation to the Supplier, but such cancellation shall be without prejudice to the rights of 2San under conditions 12 and 13 below; or
      2. apply a late delivery payment of 0.5% per day (up to maximum 10% of the PO value) which the parties agree is a genuine pre-estimation of the likely damage that 2San will suffer as a result of the delayed delivery.
   4. Any Goods delivered before the time specified for delivery may be accepted or rejected at the sole discretion of 2San.
   5. Should a force majeure event occur including but not limited to riot, lock-out, strike, fire, explosion, act of God, epidemic, pandemic, government directions or orders or any other cause beyond 2San's control, 2San shall be entitled to defer the date or dates of delivery and payment until the stoppage, interruption or restriction has ceased to the satisfaction of 2San.

7. Inspection and Rejection

   1. All Goods will be checked and inspected by 2San promptly upon delivery and only the Goods confirmed as satisfactory by 2San at its sole discretion will be accepted.
   2. 2San reserves the right to request replacement for rejected Goods or re-performance of Services, or for a refund of the purchase price or fees paid for the Goods and/or Services, all at 2San's sole discretion.
   3. The Supplier shall provide 2San's duly authorised representatives with access at all reasonable times to the Supplier's facilities and shall be allowed to inspect and examine the Goods to be supplied during manufacture.
   4. Where Services constitute the whole or part of the PO such Services will be subject to inspection by 2San. No payment will become due until 2San has inspected the Services and confirmed that the Services have been satisfactorily performed.

8. Warranty

   1. The warranty period shall commence on the date of receipt of the Goods by 2San or performance of the Services by the Supplier. The length of the warranty period shall be twelve (12) months or such period as agreed in writing with 2San.
   2. When during the Warranty Period, any Goods or Services found to be:
      1. defective in design, materials or workmanship;
      2. not in accordance with PO or any specifications incorporated therein by reference or otherwise; or
      3. having been installed, operated, stored and maintained in accordance with the written instructions of the Supplier, fails to function properly or fails to meet any performance guarantees set forth in the PO or specifications published by the Supplier,
      then unless it is shown that the foregoing is caused solely by improper use or mishandling by 2San, the Supplier shall, at its own expense (including transportation costs), replace, rectify or completely repair the damaged or defective Goods or Services.
   3. The Supplier must, to the maximum extent possible obtain for the benefit of 2San any manufacturer's warranties applicable to the Goods and Services.
   4. These Terms are deemed to include all consumer guarantees that 2San would be entitled to as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent state or territory legislation (Australian Consumer Law) as if 2San were a "consumer" within section 3 of the Australian Consumer Law. The consumer guarantees are incorporated into these Terms as warranties given by the Supplier to 2San.
   5. The warranties referred to above are in addition to any express warranty provided by the Supplier or the manufacturer, including a warranty against defects.

9. Title & Risk

   1. All Goods shall remain at the Supplier's risk until 2San issues formal written acceptance (which shall include delivery and acknowledgement of delivery or in the case where installation and commissioning is required, then upon final written acceptance by 2San of installation and commission) by 2San.
   2. Title passes to 2San on the earlier of payment or the performance or delivery in accordance with the PO (as the case requires).

10. Design Rights

    1. Insofar as any work to be performed by the Supplier under the PO may consist of design, all rights in such design shall belong to 2San and the same shall not be used except for the purpose of the PO nor copied or communicated to any other person without 2San' s prior written consent. All drawings and other documents delineating or recording such design shall likewise be 2San's property and shall be handed over to 2San immediately upon completion of the PO unless 2San expressly authorizes the Supplier in writing to the contrary.
    2. For Goods or Services manufactured or provided custom-made for 2San, the Supplier shall transfer and assign to 2San any and all transferable intellectual property rights, in particular, copyright, rights in inventions and works subject to copyright protection. The Supplier shall, upon first request, provide 2San free of charge with associated documents, models and drawings. The Supplier shall grant 2San free of charge an unlimited, transferable license in any non-transferable rights. To the extent permitted by law, 2San may process underlying Goods and Services.
    3. The Supplier warrants that its Goods and Services shall not infringe any third party industrial property rights. Should third party industrial property rights be infringed, the Supplier shall remedy the infringement of industrial property rights by modifying the Goods or Services, acquiring relevant licenses or in any other manner requested by 2San. Failing which, 2San may rescind the PO. Other rights on the part of 2San shall remain unaffected.
    4. The Supplier may not use trademarks, name and company designations of 2San without prior written consent.

11. Indemnity

    1. The Supplier is solely responsible for and indemnifies and holds 2San harmless against all suits, proceedings or demands, damages, actions, losses, costs or expenses of any kind that 2San suffers, sustains or incurs arising from any one or more of the following:
       1. a breach by the Supplier of any laws in operation in the Territory at the time that the Supplier accepts these Terms;
       2. a breach by the Supplier of any of the Supplier's obligations (including any warranty) under this PO; and
       3. any negligent act or omission or wilful misconduct by the Supplier arising out of the performance of the PO.

12. Packing

    1. The Goods shall be packed in a manner which is suitable for long distance transportation and sold protected against dampness, moisture, shock, rust and rough handling. The Seller shall be liable for any damage to the Goods on account of improper packing and for any rust or other damage attributable to inadequate or improper protective measures taken by the Supplier.

13. Shipping Mark

    1. On the surface of each package, the following shipping marks shall be stencilled legibly in fadeless paint in English: a: 2San; b: Order Number; c: Part Number; d: Package Number; e: Measurement; f: Gross Weight; g : Net Weight; h: Caution Marks (if needed).

14. Confidentiality

    1. The Supplier may not notify third parties of the contractual relationship with 2San or any details relating to this PO, unless it is obliged to do so by public authorities or operation of law.
    2. Supplier undertakes to use Confidential Information only for the purpose of fulfilling its contractual obligations to 2San, and to treat such as strictly confidential and not to pass on such to any third party without the prior written approval of 2San.
    3. For the purposes of the Terms, "Confidential Information" shall mean any and all information and data of a confidential nature belonging to, or possessed by, a Party or its Affiliates Companies, including, but not limited to, proprietary, technical, research, personal data, development, inventions, manufacture, purchasing, engineering, marketing, sales, operating, performance, cost and know-how, whether or not patentable, business and process information, computer programming techniques, and all record-bearing media containing or disclosing such information and techniques, patents, trademarks, trade secrets and copyrightable materials, which is disclosed in connection with the Purpose and which is identified as confidential. Confidential Information shall include any proprietary or confidential information disclosed to the Receiving Party by or on behalf of the Disclosing Party, either directly or indirectly, in writing, orally or by drawings or inspection of documents or other tangible property, and shall expressly include any samples, models or prototypes, or parts thereof.

15. Breach And Cancellation

    1. In the event of the Supplier's failure to comply with the terms of the PO, 2San reserves the right to cancel the PO at any time by giving notice to the Supplier in writing. In the event of a satisfactory part completion of the PO by the Supplier, a fair and reasonable price shall be paid for all work in progress or Goods/ Services supplied at the time of cancellation. 2San shall not be liable for any consequential loss to the Supplier.

16. Patents

    1. The Supplier warrants that the design, construction and quality of the Goods and Services comply in all respects with any relevant Statute, Statutory Rule or Order, or Regulations which may be in force at the time and further that the use or sales of the Goods and Services by 2San will not infringe any local or foreign patent, trade mark, or registered design. The Supplier undertakes to indemnity 2San against all any loss, damage, liability, costs or expenses which 2San may suffer or incur by reason of any breach of the said warranties.

17. Anti-Corruption Code, Modern Slavery, Social Value and ESG

    1. The Supplier shall not, directly or indirectly, make any payment or gift or favour or advantage or promise of offering to any officer, manager or employee of a supranational, governmental or nongovernmental organisation or institution or of a company for purposes of influencing any act or decision by such officer, manager or employee in order to generate or secure an improper advantage in relation to the business with 2San.
    2. The Supplier shall comply with all anti-corruption, anti-bribery and anti-money laundering laws and policies applicable in the territory in which it operates and will also comply with global anti-corruption legislation to the extent that it relates to the Goods and Services being provided by the Supplier. 2San believes corruption distorts competition, destroys trust with suppliers and the public and ultimately leads to higher costs. 2San expects that none of its suppliers will ever take part in any corruptive business transaction.
    3. The Supplier agrees to indemnify and hold harmless 2San, its employees, customers, assigns, and others as to any claim asserted against 2San or its employees, customers, assigns or others alleging any liability arising out of any breach by Supplier or any of the representations, obligations and warranties set forth in these Terms, or any negligent or intentional wrongful acts of the Supplier that occur during the term of these Terms. Such liability shall include, but is not limited to, damages (including punitive damages where applicable), costs, fees, and expenses.
    4. The Supplier understands and accepts that 2San will take appropriate measures against suppliers not complying with the obligations hereunder. 2San is entitled to terminate all existing agreements with Supplier with immediate effect once 2San has sufficient evidence of such violation.
    5. The Supplier warrant that the Supplier and, to the best of its knowledge and belief having made reasonable enquiries, its supply chain, have not been convicted of any offence involving Modern Slavery and pays it personnel at least the applicable national minimum wage. The Supplier will immediately notify in writing 2San if it becomes aware of any actual, potential or perceived Modern Slavery in its operations or its supply chain. The Supplier agree in good faith that it and its supply chain will conduct their business in a manner so as to reduce the risk of Modern Slavery in their operations and supply chains.
    6. The Supplier shall use commercially reasonable efforts to comply with applicable environmental, social and governance ("ESG") laws and regulations with social value initiatives and shall foresee any known or expected future changes in the requirements and take all reasonable actions to ensure compliance in the Services. The Supplier shall provide ESG reporting including but not limited to social value and corporate social responsibility on a quarterly basis to 2San and drive ESG and social initiatives through the Services or Goods in consultation with 2San.

18. Code of Conduct

    1. The Supplier acknowledges that conducting business in accordance with the highest ethical standards is fundamental to 2San. As a condition of 2San purchasing the Goods and Services from the Supplier, the Supplier agrees to adhere to the standards set forth in 2San's Supplier Code of Conduct, available at https://www.2san.com/pages/company-policies which is hereby incorporated into this Terms by reference (and may be amended (acting reasonably) by 2San from time to time by notice to the Supplier).

19. Governing Law & Venue

    1. The laws of the state or territory or country in which 2San entity that issues the PO will apply to these Terms (the Territory) shall apply to this Terms. The Courts of that Territory shall have non-exclusive jurisdiction to decide any matter arising out of this Terms or arbitration under the Rules of Arbitration of the International Chamber of Commerce by at least two (2) or several arbitrators appointed in accordance with the said Rules shall apply. The place of arbitration shall be London and the arbitral proceedings shall be conducted in English. Judgment upon the arbitral award shall be entitled to be enforced in any court of appropriate jurisdiction. The award rendered shall be final and legally binding upon both parties hereto, and the fees and expenses required for the arbitration shall be borne by the losing party. The parties agree to waive the rights to trial by jury if the PO is issued by 2San US entity.

20. Insurance

    1. The Supplier must obtain and maintain any insurance that a reasonable and prudent supplier of Goods and Services would obtain in like circumstances to the supply under these Terms. Without limiting the condition in the previous sentence, the Supplier must obtain and maintain all statutorily required workers' compensation insurance applicable to the performance of the Goods and Services. Upon written request from 2San, the Supplier must provide evidence of, or certificates of currency with respect to, the insurance policies help by the Supplier that are relevant to the supply of the Goods and/or the Services the subject of the PO.

21. Assignment, Subcontracting and Proportionate Liability

    1. The Supplier shall not without the prior written consent of 2San assign, transfer or sub-contract the manufacture of the Goods or provision of the Services without the express written consent of 2San. The Supplier may not subcontract the performance of any of the obligations under this Terms unless it obtains the prior written consent of 2San, which consent may be withheld at 2San's discretion. Unless otherwise agreed in writing, the Supplier remains entirely responsible for the performance of all the obligations under this Terms despite any subcontracting of them allowed by 2San. Part 1F of the Civil Liability Act 2002 (WA) has no operation of the Place is in Western Australia and, to the extent permitted by law, the equivalent provision of the written law in each other state and territory have no operation if 2San Australian entity issued the PO.

22. Limitation of Liability

    1. Nothing contained herein shall deem to be construed as a limitation of Supplier's liability.

23. Right to Audit Supplier

    1. 2San shall upon reasonable notice to the Supplier be entitled to audit all books and records relating to the supply of Goods and Services by the Supplier.

24. Notices

    1. Service of any notice or other communication under these Terms must be in writing and sent to the address set out in the front page of the PO.

25. Severability

    1. A provision or part of a clause of this Terms that is illegal or unenforceable may be severed from this Terms and the remaining provisions or parts of the provisions of this Terms continue in force.

26. Waiver

    1. No waiver of any right under this Terms will be binding on a party unless in writing and signed by the party giving that waiver.