PHOENIX PATTERN & TOOL LTD

TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

The Customer's attention is particularly drawn to the provisions of clause 12.

1. Interpretation

1.1 Definitions

In these Conditions, the following definitions apply:  

1.2 ​Construction

In these Conditions, the following rules apply:

1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2 a reference to a party includes its [personal representatives,] successors or permitted assigns;

1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

1.2.5 a reference to writing or written includes faxes and e-mails; and

1.2.6 a reference to a Holding Company or Subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when Phoenix Pattern & Tool Ltdissues written acceptance of the Order at which point and on which date the Contract shall come into existence ("Commencement Date").

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Phoenix Pattern & Tool Ltd which is not set out in the Contract.

2.4 Any samples, drawings, descriptive matter or advertising issued by Phoenix Pattern & Tool Ltd and any descriptions of the Goods or illustrations or descriptions of the Services contained in Phoenix Pattern & Tool Ltd's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

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

2.6 Any quotation given by Phoenix Pattern & Tool Ltd shall not constitute an offer, and is only valid for a period of [20] Business Days from its date of issue.

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

3. Goods

3.1 The Goods are described in any applicable Goods Specification.

3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify Phoenix Pattern & Tool Ltd against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other [reasonable] professional costs and expenses) suffered or incurred by Phoenix Pattern & Tool Ltd in connection with any claim made against Phoenix Pattern & Tool Ltd for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Phoenix Pattern & Tool Ltd's use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.

3.3 Phoenix Pattern & Tool Ltd reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.

4. Delivery of Goods

4.1 Phoenix Pattern & Tool Ltd shall deliver the Goods to the location set out in the Order or such other location as the parties may agree ("Delivery Location") at any time after Phoenix Pattern & Tool Ltd notifies the Customer that the Goods are ready.

4.2 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Phoenix Pattern & Tool Ltd shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Phoenix Pattern & Tool Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4 If Phoenix Pattern & Tool Ltd fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Phoenix Pattern & Tool Ltd shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide Phoenix Pattern & Tool Ltd with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.5 If the Customer fails to accept or take delivery of the Goods within five Business Days of Phoenix Pattern & Tool Ltd notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Phoenix Pattern & Tool Ltd's failure to comply with its obligations under the Contract in respect of the Goods:

4.5.1 Delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day following the day on which Phoenix Pattern & Tool Ltdnotified the Customer that the Goods were ready; and

4.5.2 Phoenix Pattern & Tool Ltd shall store the Goods until delivery takes place andcharge the Customer for all related costs and expenses (including insurance).

4.6 If ten Business Days after Phoenix Pattern & Tool Ltd notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, Phoenix Pattern & Tool Ltd may resell or otherwise dispose of part or all of the Goods.

4.7 Phoenix Pattern & Tool Ltd may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality of Goods

5.1 Phoenix Pattern & Tool Ltd warrants that on delivery the Goods shall:

5.1.1 conform in all material respects with their description and any applicable Goods Specification; and

5.1.2 be free from material defects in design, material and workmanship.

5.2 Subject to clause 5.3, if:

5.2.1 the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2 Phoenix Pattern & Tool Ltd is given a reasonable opportunity of examining such Goods; and

5.2.3 the Customer (if asked to do so by Phoenix Pattern & Tool Ltd) returns such Goods to Phoenix Pattern & Tool Ltd's place of business at the Customer's cost, Phoenix Pattern & Tool Ltd shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Phoenix Pattern & Tool Ltd shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:

5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

5.3.2 the defect arises because the Customer failed to follow Phoenix Pattern & Tool Ltd's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

5.3.3 the defect arises as a result of Phoenix Pattern & Tool Ltd following any drawing, design or Goods Specification supplied by the Customer;

5.3.4 the Customer alters or repairs such Goods without the written consent of Phoenix Pattern & Tool Ltd;

5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

5.3.6 the Goods differ from their description or the Goods Specification as a result ofchanges made to ensure they comply with applicable statutory or regulatory standards.

5.4 Except as provided in this clause 5, Phoenix Pattern & Tool Ltd shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Phoenix Pattern & Tool Ltd under clause 5.2.

6. Title and Risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until Phoenix Pattern & Tool Ltdhas received payment in full (in cash or cleared funds) for:

6.2.1 the Goods; and

6.2.2 any other goods that Phoenix Pattern & Tool Ltd has supplied to the Customer in respect of which payment has become due.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1 hold the Goods on a fiduciary basis as Phoenix Pattern & Tool Ltd's bailee;

6.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Phoenix Pattern & Tool Ltd's property;

6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Phoenix Pattern & Tool Ltd's behalf from the date of delivery;

6.3.5 notify Phoenix Pattern & Tool Ltd immediately if it becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.12; and 6.3.6 give Phoenix Pattern & Tool Ltd such information relating to the Goods as Phoenix Pattern & Tool Ltd may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.12, or Phoenix Pattern & Tool Ltd reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Phoenix Pattern & Tool Ltd may have, Phoenix Pattern & Tool Ltd may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Supply of Services

7.1 Phoenix Pattern & Tool Ltd shall provide the Services to the Customer in accordance with the Service Specification in all material respects.

7.2 Phoenix Pattern & Tool Ltd shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 Phoenix Pattern & Tool Ltd shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Phoenix Pattern & Tool Ltd shall notify the Customer in any such event.

7.4 Phoenix Pattern & Tool Ltd warrants to the Customer that the Services will be provided using reasonable care and skill.

8. Customer's Obligations

8.1 The Customer shall:

8.1.1 ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;

8.1.2 co-operate with Phoenix Pattern & Tool Ltd in all matters relating to the Services; 8.1.3 provide Phoenix Pattern & Tool Ltd with such information and materials as Phoenix Pattern & Tool Ltd may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; and

8.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

8.2 If Phoenix Pattern & Tool Ltd's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):

8.2.1 Phoenix Pattern & Tool Ltd shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Phoenix Pattern & Tool Ltd's performance of any of its obligations;

8.2.2 Phoenix Pattern & Tool Ltd shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Phoenix Pattern & Tool Ltd's failure or delay to perform any of its obligations as set out in this clause 8.2; and

8.2.3 the Customer shall reimburse Phoenix Pattern & Tool Ltd on written demand for any costs or losses sustained or incurred by Phoenix Pattern & Tool Ltd arising directly or indirectly from the Customer Default.

9. Charges and Payment

9.1 The price for Goods and Services shall be the price set out in the Order or, if no price is quoted, the price set out in Phoenix Pattern & Tool Ltd's published price list as at the date of delivery. The price of the Goods and Services is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.

9.2 Phoenix Pattern & Tool Ltd reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Phoenix Pattern & Tool Ltd that is due to:

9.2.1 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

9.2.2 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Phoenix Pattern & Tool Ltd adequate or accurate information or instructions in respect of the Goods.

9.3 Phoenix Pattern & Tool Ltd shall invoice the Customer on or at any time after completion of delivery.

9.4 The Customer shall pay each invoice submitted by Phoenix Pattern & Tool Ltd:

9.4.1 within [30] days of the date of the invoice; unless otherwise specified

9.4.2 in full and in cleared funds to a bank account nominated in writing by Phoenix Pattern & Tool Ltd, and time for payment shall be of the essence of the Contract.

9.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by Phoenix Pattern & Tool Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from Phoenix Pattern & Tool Ltd, pay to Phoenix Pattern & Tool Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.6 Without limiting any other right or remedy of Phoenix Pattern & Tool Ltd, if the Customer fails to make any payment due to Phoenix Pattern & Tool Ltd under the Contract by the due date for payment ("Due Date"), Phoenix Pattern & Tool Ltd shall have the right to charge interest on the overdue amount at the rate of five per cent per annum above the then current Bank of England's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

9.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Phoenix Pattern & Tool Ltd in order to justify withholding payment of any such amount in whole or in part. Phoenix Pattern & Tool Ltd may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Phoenix Pattern & Tool Ltd to the Customer.

10. Intellectual Property Rights

10.1 Unless otherwise agreed all Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Phoenix Pattern & Tool Ltd.

10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on Phoenix Pattern & Tool Ltd obtaining a written licence from the relevant licensor on such terms as will entitle Phoenix Pattern & Tool Ltd to license such rights to the Customer.

11. Confidentiality

A party ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Contract.

12. Limitation of Liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

12.1 Nothing in these Conditions shall limit or exclude Phoenix Pattern & Tool Ltd'sliability for:

12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

12.1.2 fraud or fraudulent misrepresentation;

12.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

12.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

12.1.5 defective products under the Consumer Protection Act 1987.

12.2 Subject to clause 12.1:

12.2.1 Phoenix Pattern & Tool Ltd shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and

12.2.2 Phoenix Pattern & Tool Ltd's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed [the price paid by the Customer for the Goods and/or Services].

12.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.4 This clause 12 shall survive termination of the Contract.

13. Termination

13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

13.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;

13.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

13.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

13.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

13.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order; Document Ref: 2150446393 Page 4 of 4 40741/7

13.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within [14] days;

13.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

13.1.8 a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver.

13.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

13.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1.2 to clause

13.1.9 (inclusive);

13.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

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

13.2 Without limiting its other rights or remedies, Phoenix Pattern & Tool Ltd may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

13.3 Without limiting its other rights or remedies, Phoenix Pattern & Tool Ltd shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Phoenix Pattern & Tool Ltd if: 13.3.1 the Customer fails to make pay any amount due under this Contract on the due date for payment; or

13.3.2 the Customer becomes subject to any of the events listed in clause

13.1.2 to clause 13.1.12, or Phoenix Pattern & Tool Ltd reasonably believes that the Customer is about to become subject to any of them.

14. Consequences of Termination On termination of the Contract for any reason:

14.1.1 the Customer shall immediately pay to Phoenix Pattern & Tool Ltd all of Phoenix Pattern & Tool Ltd's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Phoenix Pattern & Tool Ltd shall submit an invoice, which shall be payable by the Customer immediately on receipt;

14.1.2 the Customer shall return any Deliverables which have not been fully paid for. If the Customer fails to do so, then Phoenix Pattern & Tool Ltd may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

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

14.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15. Force Majeure

15.1 For the purposes of this Contract, "Force Majeure Event" means an event beyond the reasonable control of Phoenix Pattern & Tool Ltd including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

15.2 Phoenix Pattern & Tool Ltd shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

15.3 If the Force Majeure Event prevents Phoenix Pattern & Tool Ltd from providing any of the Services and/or Goods for more than [NUMBER] weeks, Phoenix Pattern & Tool Ltd shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

16. General

16.1 Assignment and Subcontracting

16.1.1 Phoenix Pattern & Tool Ltd may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

16.1.2 The Customer shall not, without the prior written consent of Phoenix Pattern & Tool Ltd, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

16.2 Notices

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

16.2.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

16.2.3 This clause 16.2 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

16.3 Waiver A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

16.4 Severance

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

16.4.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

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

16.6 Third Parties A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.7 Variation Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Phoenix Pattern & Tool Ltd.

16.8 Governing Law and Jurisdiction This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.