BREATHE AIR PURIFICATION LIMITED:
TERMS AND CONDITIONS FOR THE SALE OF GOODS PARTIES

(1) BREATHE AIR PURIFICATION LIMITED, incorporated and registered in England and Wales with company number 13233452 whose registered office is at 17 Brougham Road, London. W36JD. ('Supplier');

(2) THE CUSTOMER, whose details are set out in the Order (as defined below) (the 'Customer').

RECITALS
(A) The Supplier supplies, amongst other things, an air purification system which both purifies air and destroys viruses and bacteria.

(B) The Customer wishes to purchase, and the Supplier wishes to sell to the Customer, the Goods (as defined below) on the terms and conditions set out in this Contract (as defined below).

AGREED TERMS
This agreement comprises this Front Sheet, together with: i. the Quotation (which shall become an Order on the date set out in clause of 2.3 of the general terms and conditions); and ii. the general terms and conditions for the sale and purchase of the Goods in accordance with these Conditions (as defined below) as set below, together with the Schedules thereto, together, this 'Contract'. In the event of any conflict between the Order and the Conditions, the Order shall take precedence over the Conditions. This Contract has been entered into on the date set out in clause of 2.3 of the general terms and conditions.

GENERAL TERMS AND CONDITIONS

1. Interpretation

The definitions and rules of interpretation set out in Schedule 1 apply to this Contract.

2. Basis of contract

2.1 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 law, trade custom, practice or course of dealing.

2.2 A Quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for the period as set out in the Quotation (or in the absence of which, a period of seven (7) Business Days from its date of issue).

2.3 The Order shall only be deemed to be accepted when the Customer confirms it wishes to accept the Quotation and the Supplier has issued an invoice, at which point the Contract shall come into existence. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate.

2.4 Each accepted Order shall form a separate contract.

2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.6 Any samples, drawings or advertising produced by the Supplier and any illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

3. Goods

3.1 The Goods are described in the Supplier's catalogue.

3.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements. If such amendments will materially change the nature or quality of the Goods, the Supplier shall notify the Customer who may then cancel the Order.

4. Delivery

4.1 Subject to Clause 4.5, the Goods shall be delivered by the Supplier, or its nominated carrier, to the Delivery Location by the Estimated Delivery Date.

4.2 The Goods shall be deemed delivered on the completion of unloading of the Goods at the Delivery Location.

4.3 The Supplier may deliver the Goods in instalments if specified in the Order. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.4 Delivery of the Goods shall be accompanied by a delivery note stating the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special handling or storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.5 Any dates quoted for delivery are indicative only, and the time of delivery is not of the essence. The Supplier 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 make the Delivery Location available or provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to accept delivery of the Goods (except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract), the Supplier shall store and insure the Goods pending delivery, and the Customer shall pay all costs and expenses incurred by the Supplier in doing so.

4.7 If ten (10) Business Days following the due date for delivery of the Goods, the Customer has not taken delivery of or collected them, the Supplier may resell or otherwise dispose of the Goods without any obligation or liability to the Customer, except as provided for in Clauses 4.7(a) and 4.7(b). The Supplier shall: (a) deduct all storage charges at the Supplier’s then-applicable rates and reasonable costs of resale; and (b) account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.

4.8 If the Supplier 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. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5. Warranty

5.1 The Supplier warrants that on delivery, and for a period of five (5) years from the date of delivery ('Warranty Period'), the Goods shall: (a) conform with their description; (b) be free from material defects in design, material and workmanship; and (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2 Subject to Clause 5.3, if: (a) the Customer gives notice in writing to the Supplier during the Warranty Period 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; (b) the Supplier is given a reasonable opportunity of examining such Goods; and (c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost, or makes such Goods available to the Supplier for collection at Supplier's cost, the Supplier shall replace the defective Goods as soon as reasonably practicable.

5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in Clause 5.1 in any of the following events: (a) the Customer makes any further use of such Goods after giving notice in accordance with Clause 5.2; (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; (c) the Customer alters or repairs such Goods without the written consent of the Supplier; (d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this Clause 5, the Supplier 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 implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

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 pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.

6.3 Until title to the Goods has passed to the Customer, the Customer shall: (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full Price from the date of delivery; (d) notify the Supplier immediately if it becomes subject to any of the events listed in Clause 10.1(b) to Clause 10.1(d); and (e) give the Supplier such information as the Supplier may reasonably require from time to time relating to: (i) the Goods; and (ii) the ongoing financial position of the Customer.

7. Price and payment

7.1 The Price of the Goods shall be as set out in the Order and is non-refundable.

7.2 The Supplier may, by giving notice to the Customer at any time up to ten (10) Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: (a) any request by the Customer to change the Estimated Delivery Date(s), quantities or types of Goods ordered; or (b) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3 The Price excludes VAT or equivalent sales tax, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.

7.4 The Supplier shall invoice the Customer for the Goods, partially or in full, at any time following the date of this Contract.

7.5 The Customer shall pay the invoices: (a) in full without deduction or set-off, in cleared funds by the date specified on the Invoice; and (b) to the bank account nominated by the Supplier (as stated in the Invoice).

7.6 Time for payment is of the essence. Where sums due under these Conditions are not paid in full by the due date: (a) the Supplier may, without limiting its other rights and remedies, charge interest on such sums at 4% a year above the Bank of England's base rate from time to time; and (b) 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.

8. No guarantee

8.1 The Supplier make no warranties, representations or guarantees, whether express or implied, that the Goods eradicate viruses, bacteria, or other pathogens from the surrounding environment entirely.

8.2 Save to the extent described in Clause 9.2, the Supplier excludes all liability for claims arising out of or in connection with the presence of viruses, bacteria, or other pathogens in a location where the Goods are situated.

9. Limitation of liability

9.1 The restrictions on liability in this Clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other losses which cannot be excluded or limited by applicable law.

9.3 Subject to Clause 9.2, the Supplier's total liability to the Customer shall not exceed the total Price paid or payable by the Customer.

9.4 Subject to Clause 9.2, the following types of loss are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; and (f) indirect or consequential loss.

9.5 This Clause 9 shall survive termination of the Contract.

10. Termination

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

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of receiving written notice of such breach;
(b) the other party 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;
(c) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy.

10.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Clause 10.1(b) to Clause 10.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

10.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

10.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

11. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or nonperformance continues for one (1) month, the party not affected may terminate this Contract by giving fourteen (14) days' written notice to the affected party.

12. General

12.1 Assignment and other dealings.
(a) The Supplier may at any time:
(i) assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract; or
(ii) novate this Contract to any entity in its Group upon written notification to the Customer (and the Customer hereby provides its irrevocable consent to any such novation). (b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

12.2 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract and for a period of five (5) years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 12.2(b).
(b) Each party may disclose the other party's confidential information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 12.2; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the 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.

12.3 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

12.4 Variation. No amendment or variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

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

12.7 Notices. (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address specified in the Order (if applicable). (b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 12.7(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. (c) 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.

12.8 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract, save that any entity in the Supplier's Group may enforce this Contract as if they were the Supplier and a party to this Contract.

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

12.10 Jurisdiction. The parties irrevocably agree that:
(a) any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Clause;
(b) the number of arbitrators shall be one;
(c) the seat of arbitration shall be London, United Kingdom; and (d) the language to be used in the arbitral proceedings shall be English.

1) Definitions

'Business Day'
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

'Conditions'
the terms and conditions set out in this document as amended from time to time in accordance with Clause 12.4.

'Customer'
has the meaning given to it in the Front Sheet.

'Delivery Location'
means the address or addresses for delivery of the Goods as set out in the Order.

'Estimated Delivery Date'
the indicative date for delivery of the Goods as set out in the Order.

'Force Majeure Event'
an event, circumstance or cause beyond a party's reasonable control.

'Front Sheet'
the front sheet of this Contract.

'Goods'
has the meaning given to it in the Front Sheet.

'Group'
in relation to a company, that company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company. 'holding company' and 'subsidiary' mean a 'holding company' and 'subsidiary' as defined in section 1159 of the Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that:
(a) references in sub sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and
(b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights. 'Invoice' the Supplier's invoice sent to the Customer.

'Order'
the Customer's order for the Goods as set out in the Quotation which is accepted by the Customer in accordance with clause 2.3.

'Price'
the total price for the Goods as set out in the Order.

'Quotation'
the most recent quotation supplied by the Supplier.

'Supplier'
has the meaning given to it in the Front Sheet.

'Warranty Period'
has the meaning given to it in Clause 5.1.

2) Rules of interpretation

2.1 Clause, Schedule and paragraph headings shall not affect the interpretation of this Contract.

2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.3 A reference to a party includes its personal representatives, successors and permitted assigns.

2.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.5 A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time.

2.6 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020.

2.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.8 A reference to writing or written includes email but does not include faxes.