TechPoint Group UK Standard Terms and Conditions of Sale for Goods and Services
1. INTERPRETATION
1.1 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.
2. BASIS OF CONTRACT
2.1 These Terms and Conditions (the “Terms”) apply to the purchase order (“Order”) for (i) the finished goods or finished components in each case from TechPoint’s product range and/or (ii) services (and associated Deliverables), in each case (i) and (ii) specified in the Order (respectively “Goods” and “Services”) between the party issuing the Order (“Purchaser”) and the TechPoint entity identified in the written acceptance of the Order (“TechPoint”) (together the “Parties”, each a “Party”).
2.2 These Terms shall apply:
(a) whether the Order is submitted by a written purchase order, electronic portal, electronic data interchange or otherwise; and
(b) to the exclusion of any other terms that Purchaser seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.3 Without prejudice to clause 2.2(b), these Terms shall prevail over any of Purchaser’s general terms and conditions of purchase regardless of whether or when the Purchaser has submitted its Order or such terms. Fulfilment of the Purchaser’s Order does not constitute acceptance of any of the Purchaser’s terms and conditions and does not serve to modify or amend these Terms.
2.4 The Order constitutes an offer by the Purchaser to purchase the Goods and/or Services in accordance with these Terms. The Order shall only be deemed to be accepted on the first to occur of (i) when TechPoint issues written acceptance of the Order (“Order Acknowledgement”) and (ii) when TechPoint begins to fulfil the relevant Order, at which point, and on which date the contract shall come into existence on these Terms (“Contract”).
2.5 Any quotation provided by TechPoint shall not constitute an offer, may be withdrawn at any point, and shall only be valid as to pricing for the period as specified in the relevant quotation.
2.6 Any samples, drawings, descriptive matter or advertising produced by TechPoint and any descriptions or illustrations contained on TechPoint’s Site are produced for the sole purpose of giving an approximate idea of the Goods and Services referred to in them. They shall not form part of the Contract nor have any contractual force. In this Contract, “TechPoint’s Site” means the website displaying the range of Goods and Services offered by the TechPoint hosted at https://techpoint.co.uk/ or such other domains as TechPoint may notify the Purchaser from time to time.
2.7 All of the provisions within these Terms shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.8 In the event of any inconsistency between these Terms and a separate distribution agreement entered into between the Purchaser and TechPoint, the terms of the distribution agreement shall prevail to the extent of the relevant inconsistency.
3. GOODS
3.1 TechPoint reserves the right to amend the Goods Specification if required by any applicable law or regulatory requirement, and the TechPoint shall notify the Purchaser in any such event.
4. DELIVERY OF GOODS AND DELIVERABLES
4.1 All Goods and Deliverables are supplied Ex Works (Incoterms 2020) from TechPoint’s premises which shall be confirmed in the Order Acknowledgment, unless specifically agreed to the contrary in any Order accepted by TechPoint in accordance with these Terms.
4.2 Any dates quoted for delivery of the Goods and Deliverables are approximate only and the time of delivery is not of the essence. TechPoint shall not be liable for any delay in delivery of the Goods and Deliverables that is caused by a Force Majeure Event or the Purchaser's failure to provide TechPoint with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and Deliverables.
4.3 Delivery of the Goods and Deliverables shall be completed once the Goods and Deliverables are made available to the Purchaser at TechPoint’s premises which shall be confirmed in the Order Acknowledgement.
4.4 If the Goods and Deliverables are ready for delivery and the Purchaser fails to take delivery on the date set out in any Order accepted in accordance with these Terms, or where no such date is specified, after seven days’ written notice from TechPoint that the Goods and Deliverables are ready for delivery, then except where such failure or delay is caused by a Force Majeure Event or by TechPoint’s failure to comply with its obligations under the Contract in respect of the Goods and Deliverables:
(a) delivery of the Goods and Deliverables shall be deemed to have been completed at 9.00 am on the fifth Business Day following the day on which TechPoint notified the Purchaser that the Goods and Deliverables were ready; and
(b) TechPoint shall be entitled to issue an invoice for such Goods and Deliverables and charge the Purchaser for all additional costs and expenses (including, without limitation, warehousing and insurance) until delivery takes place.
4.5 If the Purchaser fails to take delivery within 30 days of the date of the invoice, it shall be deemed to have waived its rights under the Contract, and without prejudice to any other right that TechPoint may have against the Purchaser, including the right to recover the purchase price in full, TechPoint shall be entitled to resell or otherwise dispose of part or all of the Goods and Deliverables and, after deducting reasonable storage and selling costs, account to the Purchaser for any excess over the price of the Goods and Deliverables or charge the Purchaser for any shortfall below the price of the Goods and Deliverables.
4.6 Any right of the Purchaser to reject the Goods and Deliverables and/or terminate the Contract for late delivery of the Goods and Deliverables shall not be exercisable unless the Purchaser has first served written notice on TechPoint requiring TechPoint to complete delivery of the Goods and Deliverables within not less than 30 days of service of that notice on TechPoint in accordance with clause 14. TechPoint shall not be liable for any failure to deliver, or delay in delivery of the Goods and Deliverables to the extent that such failure is caused by a Force Majeure Event (as defined in clause 19.1) or the Purchaser’s failure to provide TechPoint with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and Deliverables. If TechPoint fails to deliver, or is late in delivering, its liability shall be limited the costs and expenses incurred by the Purchaser in obtaining replacement goods of similar description and quality in the cheapest market available provided that TechPoint’s total liability under this clause shall not exceed the price of such Goods and Deliverables under these Terms.
4.7 The Purchaser shall promptly inspect all delivered Goods and Deliverables and shall notify TechPoint in writing of any issues regarding the Goods and Deliverables delivered, including, without limitation, as to quantity, type and quality, within 10 days of receipt of the Goods and Deliverables. In the absence of any such notification, the Purchaser shall be deemed to have accepted the Goods and Deliverables, and no claims may be brought for over or under delivery, or for delivery of incorrect Goods and Deliverables.
4.8 Where the Purchaser requests that the Goods and Deliverables are supplied with any form of release certificate or documentation, TechPoint reserves the right to make a reasonable additional charge for providing such certificate or documentation. TechPoint shall have no obligation to supply any form of release certificate or documentation, unless agreed in writing.
4.9 TechPoint may deliver the Goods and Deliverables 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 Purchaser to cancel any other instalment.
4.10 Any variation in the quantities of Goods and Deliverables shipped more or less than the quantities ordered (not to exceed 5%) shall constitute compliance with the Order and the Purchaser may not reject them. Subject to TechPoint’s confirmation and receipt of notice from the Purchaser that the wrong quantity of Goods was delivered, TechPoint shall make a pro rata adjustment to the invoice for the Goods and Deliverables.
5. QUALITY OF GOODS AND DELIVERABLES
5.1 TechPoint warrants that on delivery, and for a period of 12 months from the date of delivery (“Warranty Period”), the Goods and Deliverables shall:
(a) conform in all material respects with the Goods Specification. The specification applicable to the Goods and Deliverables shall be TechPoint’s standard specification for the Goods and Deliverables as stated on TechPoint’s Site from time to time, or such specification (if any) as agreed to in writing by the Parties including in any Order in respect of the relevant Order (“Goods Specification”); and
(b) be free from material defects in design, material and workmanship.
5.2 The Purchaser’s sole and exclusive remedy in respect of any alleged defect in the Goods and Deliverables shall be a claim for breach of warranty under clause 5.1. The sole and exclusive remedy for a breach of warranty under clause 5.1 shall be the repair or replacement, at TechPoint’s option, of any defective or non-conforming Goods and Deliverables, provided that Purchaser meets its obligations pursuant to clause 5.3.
5.3 Subject to clause 5.4, any claim under the warranty set out in clause 5.1 for breach of warranty shall be subject to meeting the following conditions, and if met, TechPoint shall, at its option and as the Purchaser’s sole and exclusive remedy, repair or replace the defective Goods and Deliverables, or refund the price of the defective Goods and Deliverables in full subject to a deduction for use and enjoyment prior to the date of the relevant refund:
(a) the Purchaser giving notice in writing to TechPoint during the Warranty Period and within seven days of discovery, or any allegation, that some or all of the Goods and Deliverables do not comply with the warranty set out in clause 5.1;
(b) TechPoint being given reasonable opportunity to examine such Goods and Deliverables or the products in to which they have been incorporated;
(c) the Purchaser, if asked to do so by TechPoint, promptly and within seven days of request returning such Goods and Deliverables to TechPoint’s place of business; and
(d) the Purchaser promptly providing all such further information in respect of any alleged defect or non-conformity as may be requested by TechPoint.
5.4 TechPoint shall not be liable for the failure of any of the Goods and Deliverables to comply with the warranty in clause 5.1 if:
(a) the defect arises because of the Purchaser’s failure to follow TechPoint's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods and Deliverables or, if there were none, good trade practice regarding the same;
(b) the defect arises as a result of TechPoint following any manufacturing process, drawing, design or specification supplied by the Purchaser;
(c) the Goods and Deliverables comprise of materials or equipment specified by TechPoint in the Goods Specification as having a limited shelf life and which are used by the Purchaser after the expiry of such limited shelf life;
(d) the defects arise from any third-party inputs, including, without limitation, computer software or programmable electronics which are mandated, requested or approved by the Purchaser;
(e) the Goods and Deliverables differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
(f) the Goods and Deliverables have been tested in accordance with the Purchaser’s express contractual testing requirements and have satisfied such tests;
(g) the Purchaser has not provided functional or other tests to adequately diagnose the defect;
(h) the Purchaser, or any third-party, modifies, alters or repairs such Goods and Deliverables without the written consent of TechPoint;
(i) the defect arises as a result of fair wear and tear, wilful damage, negligence, misuse, abuse, or abnormal storage or working conditions; or
(j) the Purchaser makes further use of such Goods and Deliverables after giving notice in accordance with clause 5.3.
5.5 No Goods and Deliverables shall be returned by the Purchaser to TechPoint without TechPoint’s prior written consent. Reasonable pre-agreed (in writing) shipping charges for returned Goods and Deliverables will only be paid by TechPoint where the Goods and Deliverables are found to be in breach of the warranty set out in clause 5.1.
5.6 Except as provided in this clause 5, to the maximum extent permitted by law, TechPoint shall have no liability to the Purchaser in respect of the Goods’ and Deliverables’ failure to comply with the warranty set out in clause 5.1.
5.7 These Terms shall apply to any repaired or replacement Goods and Deliverables supplied by TechPoint which shall have the benefit of the remainder of the original 12-month Warranty Period as set out in clause 5.1.
6. CHANGES
6.1 TechPoint reserves the right to make changes to the Goods which do not adversely affect the specified form, fit or function without prior approval of the Purchaser.
6.2 Any changes requested by the Purchaser, including without limitation as to specification, type, quantity and delivery dates, are subject to acceptance by TechPoint, and at TechPoint’s sole and absolute discretion.
6.3 Any request for a change by the Purchaser in accordance with clause 6.2 shall be requested in writing and the Purchaser acknowledges that there may be additional charges or other variations required as a result of the requested changes. No such request for changes shall be considered agreed unless and until written confirmation from TechPoint has been issued in respect of the relevant change requested.
6.4 TechPoint may vary or cancel an Order at any time without liability (in relation to one or more of the Goods in the Order) if;
(a) the manufacture or sale of an input material for such Good is discontinued or otherwise unavailable in TechPoint’s judgement on commercially reasonable terms; or
(b) for any reason TechPoint ceases the manufacture of such Goods.
6.5 If TechPoint and the Purchaser have agreed in writing that the Purchaser is responsible for the Materials purchased by TechPoint to support the Purchaser’s Orders and forecasts, then where any mutually agreed change in writing to the Purchaser or any change to a forecast causes Obsolete Material or Excess Material, the Purchaser shall purchase, at TechPoint’s cost of purchase plus seven percent, all such Obsolete Material or Excess Material and shall pay all costs incurred by TechPoint in respect of warehousing and insuring such materials and take receipt of Excess Material and Obsolete Material within 30 days of TechPoint’s written notice. The Purchaser agrees that it shall pay TechPoint’s invoice within 14 days of the date of receipt. In this clause:
(a) “Obsolete Material” means any Material that is no longer required due to an agreed change to the Order or a change to a forecast or no future requirements from the Purchaser;
(b) “Excess Materials” means any Material on hand and Material on order that will be in excess of three months of demand as identified in either the Orders or forecasts and Material on hand that has been with TechPoint for longer than three months; and
(c) “Material” means stocks, work in progress, materials and manufacturing tools procured and/or used in support of the Order or the Purchaser’s forecast.
6.6 The Purchaser shall give TechPoint:
(a) not less than five days before the beginning of each month, a forecast of the Goods it expects to purchase during the three months following that month; and
(b) not less than one month before the end of each year, a forecast of the Goods it expects to purchase during the following year.
7. PRICE AND PAYMENT
7.1 The price of the Goods and/or Services shall be the price set out by TechPoint in its Order Acknowledgment.
7.2 The Purchaser shall at all times be liable to pay to TechPoint all costs and losses incurred by TechPoint in respect stocks, work in progress, materials and manufacturing tools purchased or ordered in support of Orders or the Purchaser’s forecasts.
7.3 All amounts payable by the Purchaser under the Contract are exclusive of amounts in respect of any sales tax, including without limitation, value added tax or any applicable federal, state, and local taxes, tariffs, import duties, commissions, and all shipping, freight, transportation, packing and handling charges. The Purchaser shall, on receipt of a valid sales tax invoice from TechPoint, pay to TechPoint such additional amounts in respect of sales tax as are chargeable on the supply of the Goods or Services or both, as applicable, at the same time as payment is due for the supply of the Services or Goods.
7.4 TechPoint may invoice the Purchaser for the Services on or at any time after completion of the Services. In respect of the Goods, TechPoint may invoice the Purchaser at any time after completion of delivery.
7.5 The Purchaser shall pay each invoice submitted by TechPoint within 30 days of the date of the invoice, or such other date agreed by TechPoint in writing from time to time, in full and in cleared funds to the bank account nominated in writing by TechPoint. Time for payment shall be of the essence of the Contract.
7.6 Without limiting any other right or remedy of TechPoint under clause 15, if the Purchaser fails to make any payment due to TechPoint under the Contract by the due date for payment, then TechPoint may cancel, terminate, withhold or suspend any Order, and any delivery of Goods and/or Services under this Contract or other arrangement with the Purchaser. Pending payment, the Purchaser shall pay interest on the overdue sum from the due date until payment, whether before or after judgement and compounding quarterly. Interest under this clause 7.6 will accrue on a daily basis at the rate of 4% per annum above the Bank of England’s base rate from time to time, but at 4% per annum for any period when that base rate is below 0%. The Purchaser shall pay the interest together with the overdue amount.
7.7 The Purchaser shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding of tax required by law). TechPoint may set-off any amount owed by the Purchaser to TechPoint against any sums TechPoint owes to the Purchaser.
7.8 Any agreed prices, or price reductions, provided by TechPoint are based on the agreed purchase terms, including agreed purchase volumes, delivery dates, shipping terms, payment terms and acceptance of these Terms. If TechPoint believes that the agreed purchase volumes on which the prices are based have fallen or will fall below the agreed purchase volumes (by quantity or value), the Parties will enter into good faith negotiations to agree a price modification. If no agreement can be reached, TechPoint may terminate the Contract on providing 30 days’ prior written notice to the Purchaser, without any obligation to make any further supplies and without any liability.
7.9 The agreed payment terms are subject to the credit limit approved by TechPoint. In the case the granted credit limit is exceeded, TechPoint is entitled to suspend or delay any delivery to the Purchaser until the Purchaser settles its invoices to reduce the debts owed to TechPoint to within the granted credit limit. In the case the Purchaser’s financial ratings or payment behaviour, in TechPoint’s opinion, requires an amendment of the existing credit limit or payment terms, TechPoint is entitled to demand full or partial payment in advance or other payment terms as a condition to delivery, and TechPoint may in its absolute discretion immediately (a) remove or reduce credit limits (in which case all invoices above the revised credit limit shall become immediately due and payable, with all other invoices being payable strictly in accordance with the payment terms set out in this Contract), and (b) suspend, delay or cancel any Order, delivery or any other performance by TechPoint. TechPoint shall have no liability to the Purchaser in respect of any removed or reduced credit or any delayed delivery, or non-delivery, pursuant to the terms of this clause.
7.10 In relation to the provision of Services by TechPoint, TechPoint shall be entitled to charge such rate as set out in the Order Acknowledgement, or where not specifically set out in any Order Acknowledgement such rate as shall be fair and reasonable based on TechPoint’s standard rates from time to time in force, for all preliminary or development work, including, without limitation, non-recurring engineering expenses which TechPoint carries out at the request of the Purchaser.
8. TITLE AND RISK
8.1 The risk in the Goods and Deliverables shall pass to the Purchaser upon completion of delivery.
8.2 Title to the Goods and Deliverables shall not pass to the Purchaser until the earlier of:
(a) full payment (in cleared funds) being made to TechPoint for the Goods and Deliverables; or
(b) the Purchaser resells the Goods and Deliverables in accordance with clause 8.4, in which case title of the Goods and Deliverables shall pass to the Purchaser at the time specified in clause 8.4.
8.3 Until title to the Goods and Deliverables has passed to the Purchaser, the Purchaser shall:
(a) store the Goods and Deliverables separately from all other goods held by the Purchaser so that they remain readily identifiable as TechPoint’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and Deliverables;
(c) maintain the Goods and Deliverables in satisfactory condition and keep them insured against all risks for their full price on TechPoint’s behalf from the date of delivery;
(d) notify TechPoint immediately if it becomes subject to any of the events listed in clauses 14.1(b), 14.1(c) and 14.2(c); and
(e) give TechPoint such information as they may reasonably require from time to time relating to:
(i) the Goods and Deliverables; and
(ii) the ongoing financial position of the Purchaser.
8.4 Subject to clause 8.5, the Purchaser may resell or use the Goods and Deliverables in the ordinary course of its business (but not otherwise) before TechPoint receives payment for the Goods and Deliverables. However, if the Purchaser resells the Goods and Deliverables before that time:
(a) it does so as principal and not as TechPoint’s agent; and
(b) title to the Goods and Deliverables shall pass from TechPoint to the Purchaser immediately before the time at which resale by the Purchaser occurs.
8.5 At any time before title to the Goods and Deliverables transfers to the Purchaser, TechPoint may:
(a) by notice in writing, terminate the Purchaser’s right under clause 8.4 to resell the Goods and Deliverables or use them in the ordinary course of its business; and
(b) require the Purchaser to deliver up all Goods and Deliverables in its possession that have not been resold, or irrevocably incorporated into another product, and if the Purchaser fails to do so promptly, TechPoint may enter any premises of the Purchaser or of any third-party where the Goods and Deliverables are stored in order to recover them.
9. SUPPLY OF SERVICES
9.1 TechPoint shall provide the Services to the Purchaser in accordance with the Order Acknowledgement in all material respects.
9.2 TechPoint shall endeavour to meet any performance dates for the Services specified in the Order Acknowledgement, but any dates shall be estimates only and time shall not be of the essence for the performance of the Services.
9.3 TechPoint reserves the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or if the amendment does not materially affect the nature or quality of the Services.
9.4 TechPoint warrants to the Purchaser that the Services will be provided using reasonable care and skill.
10. PURCHASER’S OBLIGATIONS
10.1 The Purchaser shall:
(a) ensure that the terms of Order are complete and (if submitted by the Purchaser) the service specification are complete and accurate;
(b) co-operate with TechPoint in all matters relating to the Services;
(c) provide TechPoint, its employees, agents, consultants and subcontractors with access to the Purchaser’s premises, office accommodation, machinery and other facilities as reasonably required by TechPoint to provide the Services;
(d) provide TechPoint with such information and materials as TechPoint may reasonably require to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) 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;
(f) keep all materials, equipment, documents and other property of TechPoint (“TechPoint’s Materials”) at the Purchaser’s premises in safe custody at its own risk, maintain TechPoint’s Materials in good condition until returned to TechPoint, and not dispose of or use TechPoint’s Materials other than in accordance with TechPoint’s written instructions or authorisation; and
(g) comply with any additional obligations as set out in the Order Acknowledgement.
10.2 If TechPoint’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by the Purchaser or failure by the Purchaser to performs its obligations (“Purchaser Default”) TechPoint shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Purchaser remedies the Purchaser Default and relieves TechPoint from the performance of any of its obligations to the extent the Purchaser Default prevents or delays TechPoint’s performance. TechPoint shall not be liable for any costs or losses sustained or incurred by the Purchaser arising directly or indirectly from TechPoint’s failure or delay to perform any of its obligations as set out in this clause 10.2 and the Purchaser shall on demand indemnify TechPoint against all liabilities costs, losses, claims, demands, damages and expenses which TechPoint may suffer or incur arising directly or indirectly from the Purchaser Default.
10.3 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of TechPoint to achieve a specific outcome, nor the accuracy of results obtained.
10.4 Any claims by the Purchaser which are based on any defect in the Services shall be notified to TechPoint within 21 days of the Services being performed and promptly after discovery of such defect or failure. The Purchaser’s sole and exclusive remedy in respect of any alleged defect in the Services shall be a claim under this clause 10.4. The sole and exclusive remedy of the Purchaser for such defect hereunder shall be the re-performance or refund, at TechPoint’s option, of any defective or non-conforming Services or the relevant aspect thereof.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 For the purposes of this Contract, intellectual property rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world (“Intellectual Property Rights”).
11.2 If and to the extent that the Order is for the purchase of finished goods or finished components, all Intellectual Property Rights in or arising out of or in connection with those Goods, shall be owned by TechPoint absolutely. The Purchaser acknowledges and agrees that notwithstanding the foregoing, any third-party owned Intellectual Property Rights in those Goods shall remain the property of the relevant third-party and shall be used strictly in accordance with the relevant third-party licence terms.
11.3 If and to the extent that the Order is for the purchase of Services and Deliverables (including manufacturing services in accordance with any specification provided by the Purchaser) the Purchaser shall, as between TechPoint and the Purchaser, own all Intellectual Property Rights arising out of or in connection with the performance of the Services and in the Deliverables, subject always to clause 11.4. The Purchaser acknowledges and agrees that notwithstanding the foregoing, any third-party owned Intellectual Property Rights in the Services and Deliverables shall remain the property of the relevant third-party and shall be used strictly in accordance with the relevant third-party licence terms.
11.4 All Intellectual Property Rights:
(a) used for or in respect of design or manufacturing by TechPoint shall be and remain the exclusive property of TechPoint or, where applicable, the third-party licensor from whom TechPoint derives the right to use them;
(b) in respect of any improvement, development, enhancement, modification or derivative of or in respect of the design and manufacturing process (“Improvement”) shall be owned by TechPoint absolutely; and
(c) which are Background Intellectual Property Rights are and shall remain the exclusive property of TechPoint (or, where applicable, the third party from whom its right to use the Background Intellectual Property has derived). For the purposes of this clause, Background Intellectual Property Rights means any Intellectual Property Rights owned or developed by or on behalf of TechPoint before the date of this Contract or independently of the performance of the Services (“Background Intellectual Property Rights”). TechPoint shall grant or procure the grant to the Purchaser of a limited, royalty free, perpetual, non-assignable, non-transferrable, non-sublicensable licence to use such Background Intellectual Property Rights as are strictly necessary to the minimum extent required to allow the Purchaser to use and enjoy the Deliverables in accordance with the Terms of this Contract. For the avoidance of doubt, such licence expressly excludes the right to use the Background Intellectual Property Rights independently of the relevant Deliverables.
11.5 The Purchaser grants the TechPoint a fully paid-up, non-exclusive, royalty-free, sublicensable and transferable licence to use, copy and modify any information, documentation and materials (including the Deliverables) provided or made available by or on behalf of the Purchaser to TechPoint and any Purchaser owned Intellectual Property Rights, such licence to last for the term of the Contract and be for the purpose of providing the Services to the Purchaser only.
11.6 For the purposes of this Contract, Deliverables means the deliverables arising out of the performance of the Services set out in the Order Acknowledgement produced by TechPoint for the Purchaser, if any (“Deliverables”).
12. DATA PROTECTION
12.1 The following definitions apply in this clause 12:
(a) Data Controller and Personal Data: as set out in the Data Protection Legislation.
(b) Data Protection Legislation:
(i) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
(ii) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Party is subject, which relates to the protection of personal data.
12.2 Each Party acknowledges that for the purposes of the Data Protection Legislation, each of them shall act as a data controller of any Personal Data provided to it by the other under or in connection with this Contract.
12.3 Each Party shall comply with all obligations, responsibilities and duties imposed on it by the Data Protection Legislation in respect of any Personal Data which it passes to the other in connection with the Terms of this Contract.
12.4 In respect of any Personal Data provided to a Party by the other, the disclosing Party:
(a) warrants that it is entitled to lawfully transfer the relevant Personal Data to the receiving Party so that the receiving Party may lawfully use and process the relevant Personal Data for the purpose of performing its obligations and enjoying its rights under this Contract;
(b) shall comply with all duties, obligations and restrictions imposed on it by the Data Protection Legislation in respect of the transfer of such Personal Data to the receiving Party; and
(c) not by any act or omission in respect of such Personal Data cause the receiving Party to be in breach of or not fully compliant with the Data Protection Legislation.
13. CONFIDENTIALITY
13.1 Each Party undertakes that it shall keep confidential and not at any time disclose to any person any Confidential Information (as defined in clause 13.5) except as permitted by clause 13.2. The provisions of this clause 13 shall survive termination or expiry of this Contract howsoever occasioned and shall last in perpetuity.
13.2 Each Party may disclose the other Party's Confidential Information:
(a) to its employees, officers, representatives, contractors, insurers, bankers, financiers, subcontractors and advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with the Contract. Each Party shall ensure that the persons to whom it discloses the other Party's Confidential Information comply with this clause 13 as if they were the disclosing Party and shall be responsible for their own acts and omissions as if they were its own; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 No Party shall use any other Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13.4 Notwithstanding clauses 13.1 to 13.3, TechPoint may disclose Confidential Information of the Purchaser to TechPoint’s Group, associated companies and investors for reporting and monitoring purposes.
13.5 For the purposes of this clause 13, Confidential Information means all Confidential Information (however recorded or preserved) disclosed or made available by a Party or its Representatives, or its Group (as defined below) or its Group’s Representatives to the other Party, that other Party’s Group and their respective Representatives, before or after the date of this Contract in connection with this Contract including:
(a) the Terms of this Contract, the Order, or any other agreement entered into in connection with this Contract;
(b) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing Party (or of any member of the disclosing Party’s Group); and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party (or of any member of the disclosing Party’s Group);
(c) any information developed by a Party, or its Group in the course of carrying out this Contract, subject always to the provisions of this Contract. (“Confidential Information”)
13.6 For the purposes of this clause 13, Representatives means, in relation to a Party, its employees, officers, contractors, insurers, bankers, financiers, subcontractors, representatives and advisers (“Representatives”).
14. TERMINATION AND SUSPENSION
14.1 Either Party may terminate, or any part of, this Contract immediately if the other Party:
(a) commits a material breach of any term of the Contract and, if such a breach is remediable, fails to remedy that breach within 30 days of that Party being notified in writing to do so;
(b) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
(c) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
14.2 Without affecting any other right or remedy available to it, TechPoint may terminate the Contract with immediate effect by giving written notice to the Purchaser if:
(a) the Purchaser fails to pay any amount due under the Contract on the due date for payment;
(b) there is a change of control of the Purchaser; or
(c) the Purchaser’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the Terms of the Contract is in jeopardy.
14.3 Without limiting its other rights or remedies, and without liability to the Purchaser, TechPoint may suspend provision of the Goods or Services under the Contract or any other contract between the Purchaser and TechPoint if the Purchaser fails to pay any amount due under the Contract on the due date for payment, the Purchaser becomes subject to any of the events listed in clauses 14.1(b), 14.1(c) and 14.2(c), or TechPoint reasonably believes that the Purchaser is about to become subject to any of them.
14.4 On termination of the Contract for any reason:
(a) the Purchaser shall immediately pay to TechPoint all of TechPoint’s outstanding unpaid invoices and any interest thereon; and, in respect of Goods and Services supplied but for which no invoice has been submitted, TechPoint shall submit an invoice, which shall be payable by the Purchaser immediately on receipt;
(b) the Purchaser shall return all of TechPoint’s Materials and any Deliverables and Goods which have not been fully paid for. If the Purchaser fails to do so, then TechPoint may enter the Purchaser’s premises and take possession of them. Until they have been returned, the Purchaser shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; and
(c) the Purchaser shall immediately pay to TechPoint any and all work-in-process costs incurred by TechPoint.
14.5 Termination of the Contract, however arising, shall not affect any of the Parties' rights, remedies, obligations and liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
14.6 Any provision of the Contract which expressly or by implication is intended to survive termination of the Contract shall continue in full force and effect.
15. LIMITATION OF LIABILITY
15.1 References to liability in this clause 15 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise.
15.2 Subject to clause 15.4, TechPoint’s total liability in respect of all losses arising out of or in connection with, the Contract, howsoever arising, shall in no circumstances exceed the greater of:
(a) the sum paid to TechPoint by the Purchaser in respect of the Contract; and
(b) £10,000 (ten thousand pounds).
15.3 Nothing in this Contract limits any liability for:
(a) fraudulent or fraudulent misrepresentation;
(b) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
(c) any other liability that legally cannot be limited or excluded.
15.4 This clause 15.4 sets out specific heads of excluded loss:
(a) Subject to clause 15.3, clause 15.4(b) excludes specified types of loss.
(b) The following types of loss are wholly excluded:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.
15.5 To the extent that the Goods are to be supplied and/or the Services are to be provided, in accordance with a drawing, design or specification supplied by the Purchaser in accordance with clause 5.1(a), the Purchaser shall on demand indemnify TechPoint (and any member of its Group) against all liabilities, costs, claims, demands, damages, expenses and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and other professional costs and expenses) suffered or incurred by TechPoint in connection with any claim made against TechPoint for actual or alleged infringement of a third-party's Intellectual Property Rights arising out of or in connection with TechPoint’s use of any specification provided by the Purchaser.
15.6 The Purchaser shall on demand indemnify TechPoint against all losses, liabilities, costs, claims, demands, damages and expenses which TechPoint may suffer or incur arising out of or in connection with any claim by any subsequent purchaser, or user of the Goods and Deliverables or of any product incorporating the Goods and Deliverables or manufactured by using the Goods and Deliverables or by reason of any claim arising from any defect or alleged defect in the Goods and Deliverables or in such product except and to the extent that such losses, liabilities, costs, claims, demands, damages and expenses arise as a direct result of a breach by TechPoint of its obligations under this Contract.
15.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 and all other terms and warranties implied by applicable laws, regulations or custom and practice are, to the fullest extent permitted by law, excluded from the Contract.
15.8 This clause 15 shall survive the termination or expiry of the Contract howsoever occasioned.
16. EXPORT CONTROL
16.1 Any or all Goods and Services may be subject to export or resale restrictions or regulations, and the Purchaser agrees to comply with all such regulations or restrictions and any other applicable laws and regulations regarding use of the Goods or Services.
16.2 Where Goods or Services are supplied to the Purchaser pursuant the Goods Specification, the Purchaser shall inform TechPoint prior to or at the time of placing the Order of any export control restriction or other regulations applicable to such specification or instructions, including, without limitation, where the purpose of the Goods or Services to be supplied is for a military application or could be used or applied for such an application.
16.3 The Purchaser agrees to provide TechPoint (at no cost) with all such reasonable assistance as may be requested to enable TechPoint to meet its export control obligations. Including:
(a) answering all enquiries as to the end user and end use of any goods, technology or data supplied and obtaining end user certificates where requested; and
(b) providing any end use statements or other export control declarations with any goods or technologies supplied as may be requested by TechPoint.
16.4 Where the provision of the Goods or Services requires TechPoint to obtain an export control licence or other third-party consent or authorisation, the Purchaser shall bear the cost of such a licence and third-party consent and authorisation, and TechPoint provides no guarantees as to its ability to obtain such licence, consent or authorisation.
16.5 TechPoint may, at any point and without liability, refuse to supply Goods or Services where TechPoint has any reason to believe the supply of Goods or Services would be contrary to any export control restriction or any other applicable laws.
17. TOOLING AND EQUIPMENT
17.1 Unless specifically agreed to the contrary in the Order Acknowledgement, all tools and equipment acquired or developed pursuant to this Contract shall be the absolute property of TechPoint.
17.2 Where the Purchaser supplies patterns, dies, tools, drawings or any equipment or materials (“Purchaser’s Property”), TechPoint shall be entitled to assume that the same are in good condition, true to drawing and entirely suitable to TechPoint’s methods of production, and for the production of the Deliverables or supply of the Services in the quantities required.
17.3 If any claim is made against TechPoint arising out of or in connection with any defect in the Deliverables arising from use of the Purchaser’s Property, the Purchaser shall indemnify TechPoint on demand from and against any and all losses, costs (including all legal costs and expenses incurred by TechPoint in relation to the defence or settlement of the claim) claims, demands, expenses, damages and other compensation:
(a) awarded against TechPoint in connection with the claim;
(b) paid or agreed to be paid by TechPoint in settlement of the claim; and
(c) suffered or incurred by TechPoint in connection with the claim.
17.4 In respect of Purchaser’s Property:
(a) all replacements, alterations, maintenance and repairs to Purchaser’s Property shall be paid for by the Purchaser;
(b) the Purchaser shall pay all carriage costs on Purchaser’s Property;
(c TechPoint will take all reasonable care to maintain such Purchaser’s Property in good working order, with the exception of normal wear and tear, while in TechPoint’s possession but does not accept liability for loss or damage thereto, however arising, except where neglect on the part of TechPoint was the direct cause of loss or damage. In those circumstances, TechPoint’s liability shall be limited to the actual cost of replacement or repair to the exclusion of all other expenses, indirect losses, loss of profits and other liabilities and losses however arising; and
(d) the Purchaser shall, for the period that TechPoint has possession or control of the Purchaser’s Property, maintain, with a reputable insurance company, insurance cover for any loss or damage to the Purchaser’s Property for its full replacement cost. The Purchaser shall also be responsible for arranging and paying for all servicing and maintenance of the Purchaser’s Property during such period, all such servicing and maintenance to be performed by competent and reputable providers and in accordance with the relevant manufacturers recommended service schedule or where there is no such schedule, in accordance with good industry practice.
18. NOTICES
18.1 Any notice required to be given under the Contract, shall be in writing and shall be delivered by hand, by courier, or sent by pre-paid recorded delivery post to the other Party at its registered office or its principal place of business or such other address as that Party may have specified to the other Party in writing in accordance with this clause.
18.2 Any notice shall be deemed to have been duly received:
(a) if delivered by hand or by courier, when left at the recipient’s address on a Business Day in the jurisdiction to which the letter was delivered, or the following Business Day in the event that the date of delivery was not a Business Day; or
(b) if sent by pre-paid recorded delivery or other next working day delivery service from the UK to the UK, at 9.00 am on the second Business Day after posting.
18.3 For the purposes of this clause 18, a Business Day means Monday to Friday on a day that is not a public holiday in the place of receipt (“Business Day”).
18.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
19. MISCELLANEOUS
19.1 Force Majeure: In the event that either Party is delayed or prevented from the performance of its obligations under this Contract, by reasons outside its reasonable control including, without limitation, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, disease, any labour dispute, and actions of third-parties including the suppliers of goods or services to TechPoint (“Force Majeure Event”), then performance of such obligations will be excused for the period of such delay, provided however, that such Party shall exert its reasonable efforts to overcome such Force Majeure Event and to resume performance of its obligations in a timely manner. Notice of the commencement and termination of such Force Majeure Event will be promptly provided by the affected Party to the other. Any obligations of the affected Party will be extended for a period of time equal to the number of days of the delay, provided however, that if the period of delay or non-performance continues for 30 consecutive days, the Party not affected may terminate the Contract by giving written notice to the affected Party.
19.2 Supply Chain Factors: Subject to clauses 4 and 7, the Parties acknowledge that supply chain factors, or other factors beyond TechPoint’s reasonable control, may occur at any point which result in:
(a) an increase to the cost of supplying Goods or Services. If TechPoint’s costs of supplying Goods or Services increase, TechPoint may, on notice to the Purchaser, increase the price quoted, or stated in an accepted Order, for the Goods or Services to reflect such increase. Including, without limitation:
(i) a rise in the cost of the labour, energy, material or other manufacturing input costs or costs of supply or shipment, incurred in making or supplying the Goods or Services;
(ii) any other factor beyond TechPoint’s reasonable control (including changes in law or regulation, foreign exchange fluctuation, increase in taxes, tariffs or duties, inflation or Force Majeure Events); or
(iii) any delay caused by any instructions of the Purchaser or failure of Purchaser to give TechPoint adequate or accurate information or instructions; and/or
(b) an increase to the lead times for Goods or Services. If the lead time on items or inputs required by TechPoint to manufacture or supply the Goods or Services so increase, TechPoint may, on notice to the Purchaser, increase lead times quoted, or stated in an accepted Order, for the Goods or Services to reflect such increase.
19.3 No partnership or agency: The Parties hereto are independent contractors, and nothing contained in the Contract is intended to, or shall be deemed to:
(a) establish a partnership, joint venture, employment, franchise, agency or fiduciary relationship between the Parties; and
(b) neither Party shall have the right to make or enter into any commitments for or on behalf of the other Party or hold itself out as having such right.
19.4 Assignment and other dealings:
(a) The Purchaser shall not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations pursuant to the Contract without the prior written consent of TechPoint.
(b) TechPoint shall be permitted to, at any time, assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations pursuant to the Contract.
19.5 Severability: If any provision or part-provision of this Contract becomes invalid, illegal, or unenforceable by a court or other body of competent jurisdiction, it shall be deemed deleted, but this shall not affect the validity and enforceability of the remaining provisions of the Contract which shall continue in full force and effect. If any provision is deemed deleted under this clause 19.5, the Parties shall negotiation in good faith to agree a replacement provision which, to the greatest extent possible, achieves the commercial result of the original provision.
19.6 Entire Agreement: The Contract constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof and cancels and supersedes all prior agreements, whether verbal or written, between the Parties with respect to the subject matter hereof. Each Party acknowledges that, in entering into this Contract, it has not relied on, and, to the extent permitted by law, shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Contract.
19.7 Variation: Except as set out in these Terms, no variation of the Contract shall be effective unless made in writing and signed by the Parties (or their authorised representatives).
19.8 Third-Party Rights: Save as set out in clause 19.9, this Contract does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 for any person who is not a party to this Contract to enforce any term of this Contract.
19.9 Each member of TechPoint’s Group may enforce the Terms of this Contract against the Purchaser as if they were a party to this Contract. For the purposes of this Contract, Group shall mean, in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company (“Group”).
19.10 The rights of the Parties to rescind or vary this Contract are not subject to the consent of any other person.
19.11 Waiver:
(a) a waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy; and
(b) a failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
19.12 Governing Law: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed and construed in accordance with the law of England and Wales.
Jurisdiction: The Purchaser irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that it may bring arising out of or in connection with this agreement or its subject matter or formation. Each Party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that TechPoint may bring arising out of or in connection with this agreement or its subject matter or formation.
20. VAT Registration
20.1 TechPoint VAT Registration number is: GB479429340
5th August 2025