General sales and service conditions of Meditech Health Automation Ltd

Introductory provisions

1. Definitions

1.1 “MHA”: Meditech Health Automation Ltd, a company incorporated in England with registered number 15978376 and registered office at Westwood House, Annie Med Lane, South Cave, HU15 2HG, United Kingdom.

1.2 “Agreement”: the commercial relationship between the Client and MHA, as further described in Clause 2.1.

1.3 “Client”: any professional client, as well as any person who confirms a Quote / places an Order with MHA for Robots and/or other Products or agrees to a Service Contract, in the name or on behalf of a professional client.

1.4 “General Conditions”: the general sales and service conditions in effect as at the date of the Order, subject to clause 2.4.

1.5 “Order”: the signed order, which shall be binding on and deemed accepted by the Client, that the Client places with MHA either by accepting a Quote from MHA, or otherwise.

1.6 “Order Confirmation”: the document created by MHA, to be signed by the Client and MHA, which constitutes the final confirmation of the Order, with final dimensions, specifications and options.

1.7 “Privacy Law”: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

1.8 “Products”: all Products offered by MHA, in addition to Robots (including but not limited to spare parts).

1.9 “Quote”: the initial offer and indicative price proposal, issued by MHA and addressed to the Client in anticipation of the Client proceeding to an Order.

1.10 “Robots”: all sorting, storage, inventory management and other systems (standard as well as custom-made) intended for, inter alia, pharmaceutical purposes, as offered by MHA to the Client.

1.11 “Services”: carrying out the advice, installation, preventive maintenance, intervention in the event of breakdowns, repairs, etc., whether or not covered by the Service Contract or the Warranty.

1.12 “Service Contract”: the agreement between the Client and MHA regarding the performance of maintenance and interventions in case of faults.

1.13 “Warranty”: the commercial warranty as described in Clause 22 and in accordance with the Service Contract.

1.14 “Website”: www.meditech-pharma.com and other domain names that MHA may use from time to time.

1.15 “Workdays”: from Monday to Friday, excluding public holidays in London and the those of the place of installation.

1.16 “Working hours”: from 8am to 4pm on Workdays.

2. Scope of application of General Conditions

2.1 All commercial relationships between MHA and the Client shall be governed by (in hierarchically descending order and to the extent applicable):

(i) the signed Agreement, including the Service Contract;

(ii) the written and/or electronic Order Confirmation from MHA;

(iii) MHA Quote accepted in writing and/or electronically by the Client (but to the extent there is any conflict between the contents of the Quote and the Order Confirmation, then the Order Confirmation shall prevail);

(iv) these General Conditions;

(v) the warranty provisions, user manuals and/or installation instructions provided with the Robots and/or Products; and

(vi) the laws of England and Wales.

These documents collectively constitute the Agreement between the parties.

2.2 The General Conditions shall always be sent to the Client and shall also be made available upon simple request. By placing an Order with MHA or by concluding an Agreement, the Client acknowledges that it recognises and accepts these General Conditions. The General Conditions shall always take precedence over the Client's General Conditions.

2.3 Any delay or failure by MHA to enforce any right or remedy, in whole or in part, shall not be considered as a waiver of such right or remedy, but only as the toleration of a certain situation and shall not deprive MHA of the right to invoke the same later. A waiver of any right or remedy is only effective if given in writing by MHA and shall not be deemed to be a waiver of any subsequent right or remedy.

2.4 MHA reserves the right to amend or modify its General Conditions at any time upon prior written/electronic notification to the Client. The amended General Conditions shall only apply to Order(s) placed, Agreements concluded or Services performed after the amendments have been implemented and notified to the Client.

2.5 If any clause of these General Conditions, in whole or in part, is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. MHA and the Client shall use reasonable efforts to replace the invalid or unenforceable provision with a valid provision that most closely reflects the Parties’ original intent. If the Parties are unable to agree on such replacement language, the competent court may modify or limit the invalid provision to the extent necessary for it to be valid and enforceable, while preserving the Parties’ intended allocation of rights and obligations.

3. Activities of MHA

3.1 MHA's principal activity is the sale, installation, maintenance and repair of Robots together with all Services incidental thereto, including:

• Sale of Products;
• Assembly, installation and assistance with commissioning of Robots; and
• Maintenance of Robots and repair.

3.2 An Agreement with the Client may cover one or more of these activities, or any other activities ancillary to those mentioned in clause 3.1 above.

3.3 MHA conducts its commercial activities under the brand/trading name “Meditech”, unless otherwise notified to the Client in writing.

Formation of agreement

4. Brochures & publications on the Website

4.1 Catalogues, brochures, newsletters, notes, leaflets, publicity announcements, as well as statements on the Website are entirely non-binding and only for information purposes, unless explicitly stated otherwise.

4.2 The stated price, description, properties, colours and/or images of the Robots and/or Products are purely indicative and non-binding for MHA.

5. Proposals and Quotes

5.1 All proposals and Quotes made by MHA, orally or in writing, provide only an indication of the Robots, Products, quantities, deadlines and price and have yet to be finally validated.

5.2 A Quote shall only be valid for the duration stated on the Quote. If no duration is stated on the Quote, the validity period of the Quote shall be limited to two (2) months from the date thereon.

6. Formation of Agreement

6.1 The acceptance of the Quote by the Client with respect to the purchase of one or more Robots implies a commitment on the part of the Client to (i) purchase and take delivery of the Robots as described in the Quote, and (ii) to finalise and place a corresponding Order with MHA. A Quote contains an initial description of the Robot, the price in accordance with such description (the price applies to concrete components, specifications and dimensions), and the estimated delivery time/date.

6.2 At this point, Quotes shall not contain the final agreement between the parties on all the purchase conditions, and shall always be further negotiated between MHA and the Client. During such negotiations, the proposal or Quote shall evolve. Any changes to a proposal or Quote shall invalidate the previous version, unless otherwise agreed between the parties.

6.3 A Service Contract is concluded after the Client has signed the relevant Service Contract and chosen a formula. In the absence of a choice by the Client, it is assumed that “Basic” has been chosen.

6.4 The final dimensions, specifications, options and modifications of each Robot, shall only be determined when the site in which the Robot shall be installed is ready or nearly ready. At such time, the price shall also be recalculated accordingly and formulated into a final Order proposal, which shall also confirm the delivery time/date. This Order must be final and confirmed by the Client, within seven (7) Working Days of receipt, and no later than twenty (20) weeks before the scheduled commencement of delivery and installation of the Robot. If the aforementioned period has elapsed, the initially proposed delivery period/date shall no longer be valid.

6.5 The Agreement comes into effect when the Order is signed (by written, electronic or digital means) by the Client, and the Order is confirmed by written, electronic or digital means by a person authorised to bind MHA, or upon commencement of execution of the Order by MHA (whichever occurs first).

6.6 MHA reserves the right at all times to request additional information concerning the Client, its activities or creditworthiness and - in the absence of notification thereof - to refuse, suspend or demand full payment prior to the performance of the Agreement, without MHA being liable to pay any compensation in this regard.

6.7 An Order shall only be valid for the specific assignment/order of Robots and/or other Products and shall therefore not automatically apply to subsequent (similar) assignments/orders.

6.8 MHA shall only be bound by the Client's specific written instructions with which the Robots/Products must comply, provided these specific instructions are included in each of the written and/or electronic Quote, Order, Order Confirmation between MHA and the Client.

7. Modifications/additions to the Agreement

7.1 General provisions on modifications

7.1.1 Any modifications or additions made after the Order Confirmation shall only be valid after the written and/or electronic agreement of both parties in a new Order Confirmation, among other things with regard to price, payment terms, execution deadlines, additional specifications, legal or other requirements/conditions etc. MHA's agreement shall also be deemed given if it proceeds to perform the modified Order.

7.1.2 MHA shall be flexible and endeavour to accept any amendments/additions wherever commercially possible and viable. In the absence of a written agreement concerning amendments or additions, it shall be assumed that the amendment/addition was carried out in accordance with the (verbal) instructions of the Client, unless the Client provides evidence to the contrary.

7.1.3 In case there is a change in the identity of the Order Confirmation signatory or addressee (for example, if the Agreement was initially concluded by a natural person, but a company is subsequently incorporated which is to be regarded as a Client), MHA shall be entitled to charge an administrative processing fee.

7.2 Modification of Robots / Products

7.2.1 If notwithstanding the above, there is a change in the specifications or dimensions of the Robots and/or Products after the Order Confirmation, MHA shall have the right to charge additional cost if any to the Client, including material costs, drawing work, administration costs, the cost of additional work, etc.

7.2.2 Price changes if any resulting from amendments or additions, shall be determined on the basis of price determining factors applicable at the time the amendments or additions are agreed, and as communicated in writing by MHA.

7.2.3 A request for amendments or additions by the Client shall always result in the cessation of production of a Robot (and, if applicable, Products), as well as the lapsing of the agreed delivery time, if any. MHA shall notify a new delivery time to the Client taking into account the agreed amendment or addition, and in accordance with MHA's availability.

7.3 Modifications in the scheduling of the installation

7.3.1 In case of (i) a modification of the Robot after the Order Confirmation that results in the cancellation of the scheduled delivery and execution date, or (ii) a change of the scheduled delivery and execution date due to the actions of or at the request of the Client, MHA shall have the right to charge the following to the Client:

• Cancellation costs, if any, including but not limited to subcontractors, hotels, rental of cars, vans and trucks, rental of lifts, etc.;
• Storage costs if any of the Robot, at a lump sum of three hundred and fifty pounds (£350) per week that commences, for which the Robots are to be stored;
• Lump sum damages depending on the timing of the change in schedule, as follows:
  • More than twelve (12) weeks before the scheduled installation date: no lump sum damages;
  • Between twelve (12) and six (6) weeks before the scheduled installation date: five thousand pounds (£5,000);
  • Less than six (6) weeks before the scheduled installation date: ten thousand pounds (£10,000).

7.4 Amendments to the Service Contract

7.4.1 The Client is entitled to change the chosen formula of the Service Contract only on the time of the anniversary of the Service Contract, on the understanding that only downgrading is possible and in no manner can the level chosen in the Service Contract be upgraded.

8. Suspensive conditions / Conditions Precedent

8.1 If a Quote contains one or more suspensive conditions / conditions precedent in favour of the Client, the Client acknowledges that MHA shall not request the production of the ordered Robots and Products, nor include them in its schedule, until the condition(s) precedent have been fulfilled. Any delivery date specified in the Quote shall only start after confirmation from the Client concerning the fulfilment of the condition(s) precedent. Until then, the specified delivery date shall be purely indicative.

8.2 The provisions of Clause 9.1 shall only not apply if the Client proves that the suspensive condition cannot be fulfilled, or shall not be fulfilled by the agreed date. In all other cases, the Client shall be deemed to have cancelled the Quote within the meaning of Clause 9.1. This shall also apply if the term as stipulated in the Quote has expired in the absence of adequate proof being provided by the Client.

8.3 Suspensive conditions if any must be fulfilled before an Order can be placed or an Order Confirmation can be signed, under the responsibility of the Client, who must prove that the suspensive conditions have been fulfilled. Any suspensive condition shall be deemed to have been fulfilled at the time of placing an Order or signing an Order Confirmation. Wherever applicable, the Client may no longer claim the application of any suspensive condition.

8.4 MHA shall have the right to request that the Client submit proof (as defined below), without which the Client shall be deemed to have cancelled the Quote within the meaning of Clause 9.1:

• Urban Planning Permits: If and insofar as the Client is required to obtain planning permits, it shall notify MHA thereof in advance, and furthermore, shall include this as a suspensive condition and notify MHA concerning the progress of the permit application. In order to prove that the suspensive condition has not been fulfilled, the Client must show that the relevant permit was definitively refused.
• Pharmaceutical or other permit: If the Client has yet to complete its pharmaceutical or other permit formalities or the transfer thereof, it shall notify MHA of this in advance, and shall include this as a suspensive condition. In order to prove that the suspensive condition has not been fulfilled, the Client must show that the grant, handover or transfer of the relevant permit has been definitively refused.
• Financing: If and insofar as the stipulated suspensive condition relates to the grant of financing (including leasing), the Client must provide evidence that it has undertaken all such steps as may be reasonably necessary in order to obtain the financing, and the Client must submit documents proving refusal by at least three (3) financial institutions.

Cancellation of the agreement

9. Cancellation by the Client

9.1 In case of cancellation (i) by the Client without any default on the part of MHA, or (ii) by MHA due to a default on the part of the Client, MHA reserves the right to charge the Client compensation calculated as follows:

(i) In case of cancellation of an accepted Quote: damages of thirty percent (30%) of the price of the cancelled Quote, subject to a minimum of five hundred pounds (£500);

(ii) In case of cancellation of an accepted Order / Order Confirmation:

• Cancellation costs, if any, including but not limited to subcontractors, hotels, rental of cars, vans and trucks, rental of lifts, etc.;
• Production costs already incurred in respect of the Robot;
• Lump sum damages of thirty percent (30%) of the price of the cancelled Order / Order Confirmation, together with the following amounts, depending on the timing of cancellation, as follows:
  • More than twelve (12) weeks before the scheduled installation date: no additional increase;
  • Between twelve (12) and six (6) weeks before the scheduled installation date: increase by five thousand pounds (£5,000);
  • Less than six (6) weeks before the scheduled installation date: increase by ten thousand pounds (£10,000).

9.2 The aforementioned lump sum damages shall always be without prejudice to MHA's right to claim (higher) compensation on the basis of any other proven loss suffered, including (but not limited to) costs or expenses already incurred.

10. Cancellation by MHA

10.1 MHA shall have the right - without the Client having any right to claim compensation - to cancel the Quote or Order Confirmation in the following cases:

(i) Where it is based on incorrect information provided by the Client, or where MHA suspects that the Client is appealing to MHA for reasons that cannot objectively be considered reasonable and acceptable, or

(ii) If, after the conclusion of the Agreement, MHA is, for objective reasons, not able (any longer) to perform the Agreement, inter alia, but not exclusively due to the non-availability of raw materials or materials required for the production of Robots and/or Products and/or the performance of Services.

10.2 In such case, MHA shall notify the Client in writing within a reasonable period. Only if no alternative solution is available, shall MHA cancel the Agreement and refund the sum already paid to the Client in full within fourteen (14) calendar days of the aforementioned notification.

10.3 In case MHA cancels the Quote or Order Confirmation (i) in circumstances other than those mentioned above, (ii) without this being based on a breach of contract by the Client, and (iii) in circumstances other than force majeure/hardship, the Client shall be entitled to reimbursement of any advance payment already made and the Client may furthermore claim compensation for proven, effectively incurred damage, for an amount not exceeding thirty per cent (30%) of the price, subject to a minimum of five hundred pounds (£500).

Performance of the agreement

11. General provisions on performance

11.1 Except where expressly stated otherwise in writing, MHA shall perform the Agreement using reasonable skill and care and in good faith, but does not give any guarantee that a particular result will be achieved. MHA shall only be subject to a strict obligation to achieve a specified result where the Parties have expressly agreed to such a guarantee in writing, and any such obligation shall apply solely to the result set out in that written agreement.

11.2 The performance indicators relating to but not limited to the capacity, speed, consumption, etc. of a Robot, as communicated verbally or mentioned in the technical sheets, shall always be indicative. MHA has always estimated them in good faith based on averages, but these depend on external factors, and consequently these estimates shall not be binding. The Robot's capacity is affected, inter alia, by the sizes of the packages and the Client's product range. The speed of delivery by the Robot shall also be determined, among other things, by the size and set-up of the Robot and the storage location. Consumption shall also be determined by the size and set-up of the Robot and by usage and downtime.

11.3 The Client is obliged to provide smooth cooperation as well as the necessary support in the preparation and performance of the Agreement by MHA. This includes provision of all the necessary data, documents, specifications and instructions, which MHA relies upon and requires for the performance of the Agreement.

11.4 MHA shall perform the Agreement as an independent contractor. Nothing in the Agreement creates, or is intended to create, any relationship of employment, subordination, agency, partnership or joint venture between MHA (or any of its personnel) and the Client.

11.5 MHA shall determine for itself how its activities are organised and how its time and resources are allocated, and neither MHA nor any of its employees or subcontractors shall be subject to the Client’s direction, control or supervision.

11.6 Where MHA assigns personnel to perform the Agreement, their work shall be managed and supervised solely by MHA. Unless expressly agreed in writing, the Client and its personnel shall have no authority to give instructions to, direct, control, or supervise MHA’s employees or subcontractors, and no employment relationship shall arise between the Client and any such individuals.

12. Delivery and execution dates and deadlines

12.1 Unless expressly agreed otherwise, any delivery and execution dates and deadlines that may be specified shall be purely indicative and approximate.

12.2 Exceeding the stipulated date or deadline for delivery of the Robots / Products may not under any circumstances give rise to liabilities, penalties, damages, substitution, cancellation or dissolution of the Agreement at MHA's cost and expense. Exceeding the dates or deadlines shall not relieve the Client from its obligations to MHA.

12.3 If the Client changes the scheduled date, MHA and the Client shall determine a new commencement date through mutual consultation, which, however, shall depend on MHA's availability and may therefore occur later than the Client's initial availability.

12.4 If the commencement or progress of the performance is delayed, disrupted or made more difficult by causes that fall within the Client's scope of responsibility, including (but not limited to) one or more factors as described in Clause 17:

• MHA shall have the right not to commence the performance of the assignment, or to stop it immediately (without any compensation being payable by MHA);
• All delivery and execution dates and deadlines shall lapse automatically;
• Additional costs (such as, inter alia, unnecessary travel expenses and waiting times) shall be charged to the Client by MHA, subject to a minimum of five hundred pounds (£500).

12.5 The delivery and execution dates and deadlines shall expire automatically:

• If MHA does not receive all the necessary data, specifications, instructions from the Client in time. In such case, the prices are increased by the additional costs incurred;
• In case MHA has outstanding claims against the Client;
• In case of changes to the assignment;
• In case the commencement or progress of the execution is delayed, disrupted or made more difficult by causes that are the responsibility and cost of the Client;
• In case of force majeure/hardship, under application of Clause 45.

12.6 Any inspection certificates and/or permits required for the delivery or use of the Robots and/or Products shall always be the responsibility of the Client. MHA shall not be liable for obtaining the aforementioned inspection certificates and/or permits, or for the consequences in terms of timing and delays in the delivery.

12.7 Delivery is completed on completion of unloading at the designated delivery location.

13. Information and input from the Client

13.1 The Client shall bear ultimate responsibility for instructions and information supplied by it (directly or indirectly, via a party appointed by it). MHA shall assume the above without accepting any responsibility in this regard. MHA is not obliged to check the accuracy of the data supplied by the Client (including information supplied by the Client with regard to stability or load-bearing capacity) and is thus entitled to rely on them without further formality. The Client shall at all times be responsible for the correctness and completeness thereof and indemnifies MHA against third party claims in this respect.

14. Design & Engineering of the Robots and Products

14.1 MHA shall procure the design of the Robots according to the Client's instructions and measurements (by the Client or by MHA, depending on the arrangements).

14.2 MHA shall submit the designs, plans, drawings and technical descriptions to the Client for approval. As soon as the Client is in possession of the designs, it is obliged to verify their correctness and whether they correspond to what it had in mind.

14.3 Unless otherwise agreed, the Client shall have a period of seven (7) calendar days to approve or reject MHA's designs. At the end of the aforementioned period, the Client shall be deemed to have agreed to the designs.

14.4 MHA shall not arrange the production of the Robot until it has obtained the Client's written approval concerning the designs.

Delivery & installation

15. Delivery of the Robots and/or Products

15.1 The risk in the Robots, the parts and materials and Products, shall be transferred on completion of delivery at the delivery location as agreed between MHA and the Client. The Client shall adequately insure the Robot, parts and materials supplied by MHA against theft and loss, including due to fire and other external circumstances such as flooding.

15.2 The Client shall bear all costs relating to the acceptance of delivery.

15.3 The Client shall cooperate in the delivery and shall take delivery of the Robots, materials and Products, which MHA delivers to the address specified by the Client. The manner of transport and the actual means of transport shall be reasonably determined by MHA.

15.4 If the Client refuses to accept delivery or is negligent in supplying information or instructions, or in otherwise providing the cooperation necessary for the transport and installation of the Robots, materials and/or Products, MHA shall have the right to take all reasonable measures in this regard (such as storage with third parties), at the expense and risk of the Client. All additional transport and storage costs caused by failure to take delivery, or failure to accept or take delivery on time shall be borne by the Client.

16. Execution of the installation

16.1 Robots shall always be installed during normal Working Hours. MHA reserves the right at all times to refuse an installation and/or performance of other Services if they cannot be carried out during Working Hours, without thereby conferring any right on the Client to claim compensation.

16.2 If MHA still opts to carry out an installation and/or to perform Services outside normal Working Hours, MHA shall have the right to charge the Client additional compensation for the same.

17. Responsibilities of the Client

17.1 The Client shall bear the following responsibilities in connection with the delivery and installation of the Robots and shall always ensure at its own expense and risk that these conditions are met:

17.1.1 Site access and accessibility

• MHA's employees or subcontractors, as soon as they arrive at the installation site, must be able to commence and continue their work during MHA's normal working hours, and in addition, if MHA deems it necessary, outside normal working hours as well, provided that it has notified the Client well in time.
• The access roads to the installation site must be suitable, sufficiently wide and sufficiently levelled to enable the necessary transport and to ensure that the (parts of the) Robots can be brought inside.
• The Client shall procure and provide the necessary access passes in order to ensure that MHA has free and smooth access to the site.
• The necessary (parking) permits must be obtained and traffic signs must be provided by the Client in order to ensure that MHA has free and easy access to the worksite.
• The ground must be sufficiently firm and stable to allow safe setup and use of any lifts, cranes, aerial work platforms and telehandlers.

17.1.2 Site security

• The worksite must be adequately secured and screened off to prevent theft or loss of materials and Robots.
• MHA's employees and subcontractors must be adequately informed by the Client concerning the other works in progress and their risks.
• Safety on site must be guaranteed. The Client must notify MHA of all legal obligations and the necessary safety regulations that MHA must observe when installing Robots on the Client's site. MHA shall always act in accordance with the safety regulations as notified to it by the Client.

17.1.3 Site facilities

• The designated installation site must be well lit and suitable for the installation of the Robots.
• A suitable, working and definitive internet and power connection must be available at the site. The Client acknowledges that if changes are made to the Robot's internet and/or power connection after the installation and initial configuration of the Robot by MHA, this may prevent the proper operation of the Robot. MHA shall not be liable for any damages, additional works or malfunction of the Robot resulting from the same.
• The necessary software and licences must be available in order to enable the correct installation of a Robot.

17.1.4 Preliminary works

• The necessary preliminary works for preparing the site for the installation of the Robot should have been completed, such as:
  • Removal of immovable works, false ceilings, floors, walls and all obstructions, removal of plumbing, electricity and other utility lines, pipes, grates, ducts, gutters, openings, lighting, etc.
  • Preparation of the site if necessary, by providing the pit in which the Robot is to be placed, making the ground level, providing the necessary electricity and other utility lines, including internet.
• If before (e.g. at the time of the final measurement), during or in preparation for the installation of the Robot, it is found that additional work (such as, inter alia, those mentioned above) is required, the Client shall carry out (or shall organise the carrying out of) such work, and MHA shall have the right to suspend its work in the meantime.

17.1.5 Other works on site

• The Client shall be responsible for the scheduling and execution of the other works on the worksite (for example, plastering, flooring, electricity, sanitary facilities, etc.). This shall include timely execution according to the schedule and correct execution according to the same.
• MHA shall not be responsible to adjust its timing or works if the other works do not proceed according to the predetermined schedule or plans. If however MHA does make such adjustments, it shall be entirely at MHA's discretion.
• The Client shall be responsible for ensuring that the Robot is kept dust-free during installation and furthermore, that no other works that generate dust are taking place during the installation of the Robot. MHA shall have the right to request to suspend work if the above is not complied with. The Distributor shall do whatever is necessary to screen off the Robot to the extent possible, but the Client shall always be responsible for the same. MHA shall not be bound to make the Robot dust-free again if this is caused by activities other than its own activities.

17.1.6 Load-bearing capacity / stability of the surface

• The Client shall be responsible for ensuring that the location provided has sufficient load-bearing capacity. Specifically, it must be able to support a weight of 349 kg per m².
• The Client shall be responsible for ensuring that the site provided is vibration-free and stable.
• The Client shall be responsible for ensuring that the location provided is completely level.
• The Client shall be solely responsible for verifying the stability / load-bearing capacity of the site. The Client undertakes to have the stability / load-bearing capacity checked in advance and at its own expense by an architect, stability engineer or other professional with sufficient expertise. The Client warrants that at the time of installation, all the conditions required in order to enable the safe installation shall be fulfilled, and shall confirm this in writing to MHA prior to installation. Under no circumstances can MHA be held liable for any damage that may arise as a result of inadequate stability / load-bearing capacity of the place of performance.

17.2 If the commencement or progress of the installation of the Robot is delayed or altered by factors for which the Client is responsible, all resulting costs shall be charged by MHA to the Client. These shall include, but shall not be limited to, unnecessary relocation costs and waiting times exceeding half an hour, schedule adjustments, adjustments to the works, etc.

18. Software

18.1 The Robots have their own graphical user interface, which allows the Robots to operate on a stand-alone basis.

18.2 If the Robot is linked to the Client's (management and other) software for its operation, the Client shall always guarantee the proper operation of such software as well as its compatibility with the Robot's firmware/software.

18.3 MHA shall provide the Client with the necessary instructions and information concerning the (communication) protocols used by the Robot (currently WWKS2) to enable its interaction with the Client's management software.

18.4 The Client shall ensure the implementation and configuration of its systems in full compliance with MHA's instructions and information, in order to make possible the interaction between the Robot and its systems. MHA shall not be responsible for the proper operation and interaction between the Robot and the Client's software, and cannot be held liable for any costs, licences, etc. required to enable the interaction between the Robot and any of the Client's software, e.g. for modifications to the software.

18.5 MHA shall not be responsible for the non-operation of certain functionalities due to the lack of compatibility of the software or because the software does not support certain functionalities.

19. Responsibilities of MHA

19.1 MHA shall have the right to engage subcontractors for the execution and installation, for which MHA shall be responsible.

19.2 If during the installation of the Robot, MHA finds that additional works are required to enable correct installation, MHA shall notify the Client concerning the same, and the Client shall have such additional works carried out. In this context, the removal of immovable works, false ceilings, grilles, sanitary and other utilities (pipes, tubes, ducts, gutters, lighting), or other demolition works and/or preparation and installation works shall not be included in MHA's assignment. The Client shall at all times be responsible for the costs incurred on account of such additional works and delays. Additional works shall include all work not included in MHA's original assignment.

19.2.1 Under no circumstances shall MHA be held liable for any damage to the work floor, whether above the ground and/or below the ground.

19.2.2 For any other damages that may be caused during assembly/installation by MHA's appointee, the Client may not under any circumstances deduct the amount of the damage from the invoices to be paid. MHA's insurance company shall be responsible for further settlement in accordance with the insurer’s usual practice. Any claim for damages must be notified to MHA by registered letter within 24 hours of the execution of the work that gave rise to the damage.

Start-up, delivery & commissioning

20. Delivery

20.1 The Robot shall be delivered dust-free and taped off by MHA.

20.2 The Client shall ensure that the principal pharmacist or a representative of the Client designated by the principal pharmacist, who is authorised to sign the delivery report (digitally), shall be present during the training and at each (also provisional) delivery by MHA of a Robot. MHA may assume that the Client's employee at the delivery location is effectively authorised to represent the Client for the delivery.

20.3 MHA shall provide training with regard to the proper use of the Robot and (if relevant) the Products.

20.4 MHA shall provide the Client with the necessary copies of the warranty provisions, the user manual and the installation instructions relating to the delivered Robots and/or Products, no later than at the time of the start-up and commissioning of the Robots and/or Products.

20.5 At the end of a delivery, MHA shall draw up a delivery report, which shall be accepted by the Client through digital signature by its representative. MHA shall send the same to the Client without delay.

20.6 If the principal pharmacist or the Client's representative is not present when MHA makes the delivery, this shall in no case prevent the delivery from being a delivery made in the presence of and with the consent of both the parties. Where appropriate, MHA shall send the delivery report to the Client without delay, after which the Client shall have eight (8) working days to provide MHA with any comments it may have on the delivery.

20.7 Following the installation of the Robot by MHA, an initial provisional delivery shall take place during which the parties shall assess the current state of the Robot. This first provisional delivery shall relate to the following:

• Correct location, dimensions, specifications, workmanship, conformity of delivery;
• Visible defects;
• Cleaning-up of the site; and
• Any other elements that the parties may be deemed capable of identifying at that time.

20.8 After the Robot has been commissioned by MHA, a second provisional delivery shall be made. This second provisional delivery shall relate to the following, inter alia:

• The commissioning and operation of the Robot;
• Providing the training for the operation of the Robot.

If MHA installs and commissions the Robot at the same time, only one provisional delivery shall take place.

20.9 The final delivery of a Robot shall take place when MHA starts up a Robot. The final delivery should include verification of whether the Robot functions as agreed and whether there are any hidden defects that interfere with the functionality of the Robot. If the Client commences use of the Robot immediately, the final delivery shall take place immediately as soon as the use of the Robot is commenced. The Warranty pursuant to Clause 22.1 shall only apply from the time of final delivery. Upon the final delivery of a Robot, MHA shall provide the Client with the necessary information, documentation and training with regard to the operation of the Robot. In any case, a Robot shall be considered as finally delivered after the lapsing of eight (8) calendar days after MHA's communication that it has remedied the faulty functioning, or non-functioning of the Robots. If no representative of the Client is present at a delivery by MHA, MHA shall carry out the provisional/final delivery independently and shall immediately transmit the delivery report to the Client. In any case, the Client shall be deemed to have accepted the report and the Robot shall be deemed to have been provisionally / definitively delivered when:

• eight (8) calendar days have elapsed since the Client received the delivery report from MHA and the Client has not notified any written comments to MHA within this period;
• the Robot has been commissioned;
• the Client does not approve the installation on the grounds of minor defects or missing parts that do not prevent the Robot from being put into operation.

21. Use

21.1 The Client shall be responsible for the correct use of the Robot in accordance with the user manual.

21.2 After installing a Robot and during its operation, the Client shall be responsible for the continued suitability of the location in which the Robot was installed. Thus, the Robot should always be in an environment and conditions that conform to the instructions and guidelines in MHA's warranty provisions, user manuals and/or installation instructions. In particular, the following conditions must be fulfilled:

• The temperature inside and around the Robot should always exceed 15°C, subject to a maximum 40°C (and the Client notes MHA’s comment at clause 21.3 below);
• The relative humidity around the Robot must always be less than 80% and more than 30%, non-condensing;
• Under no circumstances should the Robot be excessively exposed to (direct or indirect) sunlight that may cause overheating.

MHA shall never be liable for any damage caused as a result of the non-conformity of the environment in which the Robot is located. Nor can MHA be held liable for any claims or comments concerning the storage temperature or other storage conditions of the items in the Robot.

21.3 The temperature inside the Robot shall normally assume the temperature of the environment, increased by up to 5°C by the internal hardware and electronics (the foregoing is purely informative and not a binding commitment).

21.4 Drilling into the Robot, placing fixtures on the Robot, or of other stress on the Robot is not permissible.

21.5 The Client shall always be obliged to check and confirm that the Robot is able to perform correctly the identification and delivery of the items for which the Client shall use the Robot.

Warranty, Service Contract, maintenance & reparations

22. Commercial Warranty

22.1 Subject to clause 31.3, MHA grants a commercial Warranty of five (5) years on the MT.XL, MT.XS, MT.OPTIMAT, MT.INTEGRATED, MT.SPEED, MT.TRANSPORT and MT.MATIC, subject to the following conditions and the conditions included in the Service Contract.

22.2 The Warranty Period of five (5) years applies from the date of final delivery of the Robot and under the following cumulative conditions:

(i) that the Client has signed a Service Contract;

(ii) The Client has subscribed to one of the three possible Service Contract levels;

(iii) The price due for the Service Contract has been paid (under the conditions set out in Clause 31);

(iv) All Service and interim repairs prescribed by the Service Contract were carried out by and according to the regulations of MHA (or a party appointed thereby).

22.3 With respect to a Robot's computer, hard drives, screens, UPS, payment units and scanners, a commercial Warranty of one (1) year applies, unless otherwise provided for in the specifically chosen formula of the Service Contract.

22.4 The commercial Warranty covers any material defect that can be attributed to a manufacturing or assembly defect under normal operating conditions and only where the Robot and all components, materials, cabling, construction, has been used strictly in accordance with MHA’s operating instructions to the exclusion of:

(i) Any changes to the structure of the building of the placement of electrical cables outside the Robot;

(ii) The maintenance of the power lines to the Robot;

(iii) Internet and/or power connections;

(iv) Problems or faults of the (pharmacy) operating system;

(v) Relocation of the Robot;

(vi) Adjustment or changes resulting from the adaption or extension of applicable general, specific and/or safety legislation or regulations;

(vii) Damage or repairs resulting from misuse, damage cause voluntarily or involuntarily, fair wear and tear, abnormal working conditions, or other damage included in the exclusions set out in Clause 43;

(vii) Continued use by the Client of the defective item after they have given notice to MHA of a defect;

(viii) Alteration or repair of the defective item without the prior written approval of MHA.

22.5 The Warranty may be transferred to any subsequent owner to the extent that:

(i) The Robot is not or will not change location before, during or after the transfer; and

(ii) A Service Contract has been signed and complied with by the Client in the years of the Warranty that have already expired.

22.6 The specific terms of the Warranty depend on the Service Contract entered into by the Client and are included in that Service Contract. This includes the types of interventions (helpdesk, preventive maintenance, curative interventions) that are included and the interventions or costs that are excluded.

22.7 To the fullest extent permitted by law, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded.

22.8 Subject to clause 22.4, if:

(i) during the applicable warranty period set out above, the Client gives notice in writing to MHA within a reasonable time of discovery that an item does not comply with the warranty;

(ii) MHA is given a reasonable opportunity to examine the item which is alleged to have a material defect; and

(iii) the Client (if asked to do so by MHA) returns such item to MHA’s designated place of business at the Client’s cost,

MHA may, at its option, and to the extent it agrees that there is a defect in any item referred to in Clause 22.4, repair or replace the defective item.

23. Maintenance & repairs outside of the scope of the commercial Warranty

23.1 If the Client does not sign a Service Contract with MHA, or if certain costs are not covered by the Service Contract / Warranty, the Client may call on MHA to carry out such preventive maintenance or repairs, for a fee.

23.2 The prices for such interventions outside of the scope of the commercial Warranty are subject to a separate price list available on request by the Client.

24. Preventive Maintenance

24.1 MHA schedules the preventive maintenance with the Client in accordance with the provisions of Clause 27.

24.2 If the Client has signed a Service Contract, all working hours and travel are covered by the Service Contract and will not be charged separately to the Client. If no Service Contract has been entered into or has been suspended or terminated, MHA will charge the preventive maintenance at the applicable rates.

24.3 The replacement of parts will be invoiced at the current catalogue prices.

25. Curative interventions and repairs

25.1 The interventions of MHA for curative interventions and repairs are determined by the conditions of the chosen Service Contract, including intervention times, prices, included work, etc.

25.2 If no Service Contract has been entered into or has been suspended or terminated, or if certain interventions are not covered by the Service Contract, MHA will invoice the curative interventions and repairs at the applicable rates.

25.3 MHA plans curative interventions and repairs with the Client in accordance with the provisions of Clause 27.

26. Obligations of the Client

26.1 In preparation for maintenance, interventions or repairs by MHA, the Client shall be obliged to:

(i) Thoroughly clean the Robot in advance in accordance with the guidelines and regulations as included in the manual / regulations of the Robot;

(ii) Comply with the necessary measures to take the Robots out of service for the duration of the Services;

(iii) Take the necessary measures to ensure that the technicians appointed by MHA can start and perform their services as soon as they have arrived at the office;

(iv) Take the necessary measures to ensure that the location where the Robot is installed is sufficiently well lit and suitable for performance the Services;

(v) Provide the help and support requested by the mechanics or other contractors or representatives appointed by MHA.

26.2 MHA is entitled to invoice the Client for delays incurred by noncompliance with these requirements by the Client or by other causes attributable to the Client.

27. Execution

27.1 During and after the execution of preventive maintenance, curative interventions, or repairs, no claim can be made for a replacement device, nor for any form of direct and/or indirect compensation or compensation for downtime.

27.2 Preventive maintenance, curative interventions and repairs (under or outside of the scope of the Service Contract) are always carried out during normal Working Hours on Working Days. Surcharges on working hours and the necessary costs incurred due to or at the request of the Client, for example because the Services are performed outside of Working Hours, are billed to the Client.

27.3 The Client will be informed in advance of the proposed dates for the execution of the Services. If the proposed date does not fit the Client, he must make a new appointment. In the absence of the Client or non-accessibility of the Robot at the time of appointment without prior notice, the costs (such as any incurred travel costs and waiting times) will be charged by MHA to the Client, with a minimum of five hundred pounds (£500.00). The Client must make a new appointment himself. The Client cannot claim a refund of the compensation if the Services cannot be performed due to its actions.

28. Helpdesk

28.1 During the term of the Service Contract and depending on the Service Contract subscribed, the Client can contact MHA helpdesk free of charge by telephone.

28.2 The normal helpdesk availability hours are between 08:00 and 12:00 and between 13:00 and 18:00 (Central European Time (UTC+1)) on weekdays, and until 17:00 on Fridays.

28.3 The availability of the helpdesk for calls for downtimes depends on the subscribed formula of the Service Contract.

29. Software Updates

29.1 During the term of the Service Contract and subject to the Service Contract subscribed, the Client may receive free updates on the Robot's software.

29.2 If the Client does not agree to the software updates, damage, obsolescence or delay resulting therefrom shall not be covered by the Service Contract and shall not be the responsibility of MHA.

30. Price and payment

30.1 Service Contract & Warranty

30.1.1 Without prejudice to what is stipulated in the following Section, the prices for the Service Contract are fixed per month.

30.1.2 Within the framework of the Service Contracts concluded with the Client, the invoicing of the price is always done for a full year and before the year to which the Service Contract relates.

30.1.3 The Service Contract is only valid and MHA is only bound to do so on condition of timely (pre)payment. MHA is entitled to suspend its obligations under the Service Contract in the event of non-payment or late payment. If the Client requests Services where applicable, these will be chargeable.

30.2 Services outside Service Contract / Warranty

30.2.1 The cost of Services performed by MHA outside the terms of the Service Contract and the Warranty, including all costs relating to working hours, performance outside normal Working Hours, transport or relocation, or parts that would not be included in the Service Contract and Warranty, will be invoiced to the Client on the basis of the prevailing prices available at the Client's request.

31. Termination of the Service Contract

31.1 The Service Contract runs for consecutive fixed term of one (1) year, starting on the date of commissioning of the Robot. The Service Contract is automatically renewed annually for a new period of one (1) year.

31.2 Both Parties are entitled to terminate the Service Contract by giving prior written notice by registered letter at the latest three (3) months before the automatic renewal date. Non-payment of the price does not automatically lead to the non-renewal of the Service Contract. In that case, MHA is entitled to suspend its obligations under the Service Contract.

31.3 The termination of the Service Contract automatically implies the expiration of the commercial Warranty.

Rate & payment

32. Rate

32.1 All prices are expressed in pounds sterling. In case of deviations from the same, all exchange rate risks and costs shall be borne by the Client.

32.2 All prices shall be exclusive of VAT and other taxes and duties, costs if any relating to insurance and administration costs, delivery and shipping costs, inspections, etc., unless expressly agreed otherwise. Unless otherwise agreed, all additional costs relating to fire permits, fire prevention and safety shall not be included in the price.

32.3 MHA reserves the right to revise its prices if there are objective and reasonable reasons to do so and, among other things, if this is the result of an increase in its costs due to an increase in taxes, excise duties, import and export duties, freight rates, prices of raw materials, prices of materials and parts, wages and salaries, devaluation, revaluation, export prohibition, strikes, danger of war, etc.

32.4 MHA shall be entitled to index its sales prices Robots and Products, as well as the rates for the Services performed in or outside of the scope of the Service Contract on account of an increase in the prices of raw materials, labour or other cost factors. Any such indexation shall be calculated in accordance with the following formula, provided that the adjusted price shall never be lower than the original price:

(i) Sales price for Robots and Products

P = [ 20% * p ] + [ 80% * p * { 50% (S/s) + 50% (I/i) } ]

where:

• P = the new price;
• p = the original price;
• S = the UK’s Retail Price Index on adjustment date;
• s = the original UK Retail Price Index on the date of the Quote;
• I = the new Producer Price Index on adjustment date;
• i = the original Producer Price Index on the date of the Quote.

(ii) Tariff for Services / Service Contract

T = [ 20% * t ] + [ 80% * t * { 80% (S/s) + 20% (I/i) } ]

whereby:

• T = the new tariff for Services / Service Contract;
• t = the original tariff for Services / Service Contract;
• S = the new UK Retail Price Index on adjustment date;
• s = the original UK Retail Price Index on the date of the Quote;
• I = the new Producer Price Index on adjustment date;
• i = the original Producer Price Index on the date of the Quote.

33. Advances

33.1 MHA always reserves the right to request (i) up to eighty per cent (80%) of the total amount as an advance, (ii) payment in full, or (iii) a bank or other guarantee, before proceeding with performance of the Agreement.

33.2 Unless otherwise agreed, the Client shall be bound to pay thirty per cent (30%) of the total value of the Robot as an advance at the time of acceptance of the Quote, and thereafter, fifty per cent (50%) of the total amount at the time of signing the Order Confirmation, subject to a minimum of twenty (20) weeks before the desired installation date. The balance shall be invoiced after the installation of the Robot, taking into account the price increases or price reductions included in the Order Confirmation at the time of final measurement. For Products with a price equal to less than ten thousand pounds (£10,000), the price shall be charged in full at the time of the (final) delivery of the Products. For Products with a price amounting to less than ten thousand pounds (£10,000), MHA shall be entitled to invoice an advance of thirty per cent (30%) at the time that the Client signs the Quote. MHA reserves the right to invoice fifty per cent (50%) at the time of the signature of the final Order Confirmation. The balance shall be paid after (final) delivery.

33.3 In case of non-timely payment, MHA reserves the right to immediately suspend the execution or delivery/performance until the Client has fulfilled its payment obligation in full. Non-timely payment shall always lead to the suspension of the specified delivery and execution dates and deadlines. MHA also reserves the right to cancel all or part of the Agreement, even if all or part of the Robots/Products were delivered/installed, in which case, lump sum damages as per Clause 9.1 shall be payable.

34. Invoicing

34.1 MHA reserves the right to invoice the price in instalments according to the execution of the Order/assignment.

34.2 In the context of the Service Contracts concluded with the Client, the invoicing of the price is always done for a full year and before the year to which the Service Contract relates.

34.3 By placing an Order or by signing a Service Contract, the Client expressly agrees to the use of electronic invoicing by MHA, subject to deviations agreed in writing between the parties. MHA shall be entitled to charge a lump sum administrative fee of fifty pounds (£50) on any request by the Client to change its invoicing details and/or company details.

35. Financing

35.1 The Client who concludes the Contract shall always be bound to pay advances if any and/or the price, or to guarantee payment by a third party, irrespective of the method of financing and/or third party debtor chosen by the Client. Deviations from the above can only be made with the express and written approval of MHA, after which the Client can be released from its payment obligation.

35.2 If and insofar as the Client makes use of external financing methods, including but not limited to leasing, the Agreement shall (as stipulated in Clause 2.1) take precedence, in the relationship between MHA and the Clients, over the terms and conditions stipulated within the framework of the financing method.

35.3 Only if obtaining external financing is expressly included as a suspensive condition, will the obtaining, or failure to obtain financing, be a suspensive condition.

35.4 The Client shall be bound to confirm to MHA who shall be making the payments to MHA, within a period of one (1) month after signing the Quote. Changes after this period may give rise to the levy of an administrative charge of 1.000 EURO.

36. Payment

36.1 Unless otherwise agreed, all invoices of MHA shall always be payable in full to MHA (with the exception of advance invoices) within thirty (30) calendar days of the invoice date, and without discount.

36.2 Invoices may only be validly disputed in writing by registered letter within eight (8) calendar days following the invoice date, and in any event, before the Robots/Products are commissioned/processed, together with a mention of the invoice date, invoice number, as well as a detailed justification of the protest.

36.3 The unconditional payment of a part of the invoice amount, shall be considered as express acceptance of the corresponding part of the invoice.

36.4 Partial payments by the Client shall always be accepted under reservation of all rights and without any acknowledgements prejudicial to our interests, and shall first be applied against the collection costs and lump sum damages, then against the interest due, and finally against the principal amount, which shall be allocated in priority to the oldest outstanding principal amount.

37. Right of retention of title

37.1 The Robots, Products and materials delivered by MHA shall remain the property of MHA until full payment in cleared funds of the amount due (principal, interest and costs) by the Client, even after processing, in which the Robots and/or Products are incorporated into other items.

37.2 Consequently, the Client is prohibited from selling or pledging the delivered Robots, Products and materials to a third party or disposing of them in any way until the price has been paid in full. If the Robots, Products and materials are nonetheless sold to a third party, the right to the resulting sale price shall take its place.

37.3 It is agreed between the parties that the various transactions/contracts between them shall be regarded as forming part of a single economic whole and that MHA shall always have a right of retention of title to the Robots, Products and materials currently in the Client's possession, for as long as the Client has an outstanding debt to MHA.

37.4 Until title to the items has passed to the Client, the Client shall maintain the items in satisfactory condition and keep them insured against all risks for their full price on MHA’s behalf from the date of delivery.

38. Consequences of non-payment or late payment

38.1 Any invoice not paid in whole or in part by the due date shall automatically, without prior notice of default, be subject to a late payment interest of one per cent (1%) over the Bank of England base rate per annum overdue month, with each month that commences being considered fully expired. Furthermore, after a second reminder to pay/dunning letter, an additional twenty-five pounds (£25) shall be added to the amount due. If the invoice amount is still not paid thereafter, a lump sum compensation equal to fifteen per cent (15%) of the invoice amount shall be added to the outstanding amount, subject to a minimum of two hundred and fifty pounds (£250) (excluding VAT), without prejudice to MHA's right to compensation for higher damages on provision of proof of the same.

38.2 If a Client fails to pay one or more outstanding claims to MHA, MHA reserves the right to immediately suspend all further performance or delivery until the Client has fulfilled its payment obligation in full. If the invoice amount has still not been paid in full after two (2) payment reminders, MHA shall be entitled to terminate the Agreement, in which case the lump sum damages provided for in Clause 9.1 shall be payable. In addition, this shall result in all other invoices becoming immediately due and payable, even those that are not yet due, and the cancellation of all authorised payment conditions. The same shall apply in case of (imminent) bankruptcy, judicial or amicable dissolution, cessation of payment, as well as any other fact indicating the insolvency of the Client.

Complaints & liability

39. Complaints

39.1 Complaints shall always be made in writing or by email to MHA at info@meditech-pharma.com, identifying the Robot and/or the Service concerned, including a detailed justification of the complaint.

39.2 The Client shall send complaints to MHA as soon as possible and in any event within fourteen (14) calendar days of their discovery.

39.3 The submission of a complaint shall not entitle the Client to fully suspend its payment obligations.

39.4 After the discovery of any defect, the Client shall be obliged to immediately cease the use or further assembly of the Robot in question and, furthermore, to do everything reasonably possible to prevent any (further) purported damage.

39.5 The Client shall be obliged to provide as much co-operation as may be desired in connection with the investigation of the complaint by MHA, including by giving MHA the opportunity to investigate the circumstances of treatment, processing, installation and/or use on site.

39.6 Return of (part of) the Robots and/or Products if any delivered by MHA must first be approved by MHA in writing. In the absence of such agreement, all returns shall be refused and all costs incurred in connection therewith shall be charged to the Client.

39.7 The Client must reimburse any costs incurred for unjustified complaints. For example, in the event of an unjustified complaint, the Client shall be obliged to pay the costs of investigation and expert assessment.

40. Hidden defects and product liability

40.1 The commercial Warranty (in accordance with Clause 22 and also the Service Contract), shall not affect the Client's rights on the grounds of:

(i) Supplier’s liability for latent defects (under the Sale of Goods Act 1979), provided that the Client has notified the defect in writing or by electronic means to MHA within a period of one (1) year after delivery and installation of the Robots and/or Products, respectively after final delivery of the Robot and/or Products;

(ii) any other applicable legislation or regulation in relation to liability for defective products.

40.2 This clause 40 shall survive termination of the Agreement.

41. Repair by MHA

41.1 In case of repair, adjustment or replacement as a result of a justified complaint / Warranty claim by the Client, this shall be done, at MHA’s discretion, either on site at the Client's premises or by sending the part or Product for replacement in so far that this is not covered by the applicable commercial Warranty.

41.2 The Client shall be obliged to provide MHA with sufficient and reasonable opportunity to remedy the defect.

41.3 MHA shall provide warranty receipts for the replacement parts to the Client on request.

42. Liability

42.1 The guarantees that MHA offers to the Customer in the context of MHA's liability are, at MHA's own discretion and discretion, limited to (in whole or in part):

(i) Repair or modification of (the defective part of) the Robot / Product;

(ii) Replacement of the defective part of the Robot / Product;

(iii) Credit, whether or not linked to a return (this shall be at MHA's discretion).

42.2 To the extent permitted by law, MHA's liability shall be limited to the lesser of the following:

(i) The invoice value of the Order in question;

(ii) The amount paid out by MHA's insurer(s).

The limitation shall not affect the provisions of the law regarding MHA's liability towards the Client.

42.3 The Client is responsible for making its own arrangements for the insurance of any excess liability and undertakes to provide a waiver of recourse with its insurer(s) with respect to MHA's insurer(s).

42.4 This clause 42 shall survive termination of the Agreement.

43. Limitation of liability

43.1 The Client cannot claim a guarantee/indemnity from MHA, and the Warranty shall not apply to:

• Complaints submitted after the expiry of the aforementioned deadlines for submitting complaints or after the expiry of the Warranty periods, respectively.
• Non-functional differences between specifications and declarations of quality and the actual execution of the delivered Robots/Products, provided that these changes only relate to details and do not affect the specific functional and external characteristics essential to the Client, nor the performance indicators explicitly mentioned in the technical data sheets relating to the capacity, speed, etc. of a Robot.
• Normal wear and tear on the Robots/Products.
• Damage caused by theft and/or loss of a Robot and/or Products. The Client must adequately insure the Robot against theft and loss, including from fire and other external circumstances such as flooding.
• Damage due to incorrect delivery of items by a Robot. The Client shall always be obliged to check and confirm that the Robot is able to correctly perform the identification and delivery of the items for which the Client shall use the Robot, and the Client / its employees shall be ultimately responsible for the same.
• Complaints about the noise and vibrations caused by the Robot or any other negative experience or nuisance experienced by the Client and/or third parties in case of normal use and correct installation of the Robot.
• Complaints about the Robot's consumption. Indications relating to consumption shall always be indicative and based on the known average consumption. The consumption shall be influenced by the actual use, conditions of use and set-up of the Robot and can never be predicted with certainty.
• Damage or defects caused directly or indirectly by a fault or negligence on the part of the Client or a third party.
• Damage or defects caused by improper handling, extraordinary stress or use of unsuitable operating equipment.
• Damage or defects caused due to improper use / use other than the intended normal use, or use for purposes other than those for which the Robot / Product is intended.
• Drilling into the Robot, placing of fixtures on the Robot, or of other stress on the Robot.
• Damage or defects due to extreme external environmental factors or natural disasters, including exposure to external vibration, earthquake, flood, lightning, overcurrent, extreme temperatures, frost, extreme humidity, moisture, water infiltration, sunlight and others, amongst others outside of MHA's guidelines and regulations and as described in Clause 21.
• Damage or defects due to dust infiltration or soiling.
• Damage or defects caused due to the provision of incorrect or incomplete data and instructions, or late provision of the same, by the Client.
• Damage or defects caused through the use or application of materials, items, Products, working methods and structures, insofar as the same takes place at the express instruction of the Client or supplied by the Client.
• Damage or defects caused by the Client or a third party when carrying out amendments, adaptation, dismantling, repair, maintenance or other work on the Client's instructions and without MHA's prior written approval.
• Damage or defects caused by the use of abrasive and/or aggressive cleaning products.
• Damage or defects caused by a lack of maintenance, cleaning or other forms of serious neglect.
• Damage or defects caused by maintenance carried out by the Client itself or by a third party on behalf of the Client, and therefore not by MHA or a maintenance partner approved by MHA.
• Damage or defects caused by the Customer's use of unofficial spare parts.
• Deliberately inflicted instances of damage.
• Damage or defects resulting from failure to follow any advice given by MHA, which it always provides without obligation (e.g. instructions relating to maintenance), user manuals, installation and/or maintenance instructions.
• Additional damage or defects caused as a result of continued use or application by the Client after damage or a defect has been found.
• Indirect damage, damage to third parties or consequential damage if any.
• Temporary malfunctions in the operation or downtime of the Robot.
• Damage or malfunctions caused by a non-working, malfunctioning or disabled supply voltage, network, control software and/or internet connection or external software.
• Any damage or loss attributable to the period during which a Robot is inoperative as a result of a defect and/or during the period it takes MHA to repair a Robot. The Client shall have no right to any commercial compensation by MHA for lost sales in case of temporary malfunctions or downtime of the Robot.
• Delays in the delivery / execution / delivery of the Robot or the Products. The Client is not entitled to commercial compensation for lost sales in case of such delays.
• Damage caused by accident, fire, smoke damage, explosion, war, manifestations etc.
• Damages caused by force majeure and hardship in accordance with the provisions of Clause 45.
• Loss of profits (including loss of anticipated savings), loss of sales or business, loss of agreements or contracts, loss of use or corruption of software, loss of data or information, loss of or damage to goodwill and indirect or consequential loss.

43.2 The Client shall fully indemnify MHA, its appointees and employees, and shall undertake to intervene in: (i) all claims and proceedings resulting from its own acts, omissions, errors or imprudence or by its personnel or by any third party relied upon by the Client in connection with the Agreement with MHA, in breach of the Agreement and/or these General Conditions and/or other legislation applicable to the commercial transaction, and (ii) all claims and proceedings of third parties, which suffer damage in connection with the performance of the Agreement. The Client shall indemnify MHA for all damages, court and other costs, incurred as a result of its defence relating to the aforementioned claims and/or proceedings.

43.3 References to damages or losses or other similar term include every kind of liability arising under or in connection with the Agreement, including liability in contract, tort (including negligence) or otherwise.

43.4 This clause 43 shall survive termination of the Agreement.

44. Force majeure and hardship

44.1 The following are conventionally regarded as cases of force majeure or hardship: all circumstances that were reasonably unforeseeable and unavoidable at the time that the Agreement was concluded, which lead to an impossibility on the part of MHA or the Client to perform the Agreement or a part of the Agreement, or which would make the performance financially or otherwise more difficult or burdensome than normally foreseen, as a result of which the performance under the agreed conditions can no longer reasonably be required. Among other things, war, natural and weather conditions, fire, seizure, delays at or bankruptcy of suppliers of MHA, delay of other contractors working on the site, illnesses, staff shortages, strikes, lockouts, pandemics and epidemics, late shipment, change of customs tariffs, business organisational circumstances, threats and acts of terrorism, failure of the Client to provide MHA with the necessary information required for the performance of the Agreement, receipt of erroneous information, etc. may be considered force majeure/hardship.

44.2 In case it is temporarily impossible for MHA and/or the Client to perform (part of) the Agreement due to a situation of force majeure or hardship, they shall be entitled to temporarily suspend the performance of their affected undertakings by means of notification by registered letter to the other party. In this case, the implementation period shall be extended for a period equal to that of the suspension. Neither the Client nor MHA shall be liable to pay any compensation in that case.

44.3 In case circumstances as described above occur, and these render the performance of the Agreement financially or otherwise more burdensome or difficult than normally foreseen, so that performance under the agreed conditions can no longer reasonably be required, the parties undertake to negotiate in good faith to determine the changes in the conditions under which the Agreement may possibly be continued. In the absence of agreement thereafter, both the Client and MHA shall have the right to terminate the Agreement, through service of notice on the other party by registered letter.

44.4 In case the performance of (part of) the Agreement has become permanently impossible due to force majeure and/or hardship or has been validly suspended for more than six (6) months in accordance with Clause 45.2, or in case the Client and MHA have negotiated in good faith for a minimum of one (1) month in accordance with Clause 45.3 without having reached an agreement, both the Client and MHA shall have the right to terminate the Agreement through notice served on the other party by registered letter.

Final provisions

45. Intellectual property

45.1 MHA shall retain all intellectual property rights including, but not limited to, patents, drawings and models, patents, copyrights, database rights, trade secrets, know-how rights, trademark rights, (trade/product) name rights, etc. to the Robots, software, designs, documents, templates, technical descriptions, plans, drawings, models or photographs (non-exhaustive list) created by it, irrespective of whether the Client has been charged for the development or creation thereof, unless expressly agreed otherwise in writing.

45.2 No Quote, Order, Order Confirmation, Agreement or cooperation may be interpreted as conferring on the Client any ownership or other exclusive right to the aforementioned data. Such data, as long as they are not made publicly available by MHA, may not be copied, used for purposes other than for which they are intended, or disclosed to third parties, without the prior written consent of MHA, and the same must be returned to MHA immediately on simple request.

45.3 MHA has the right to use the images of realisations for purposes of advertising, without the Client’s consent, and without being liable to pay the Client any compensation. MHA shall always notify the Client of the same, and shall refrain from any publication if the Client objects.

45.4 The Client undertakes not to perform any acts that would violate or invalidate MHA's intellectual property rights, nor shall it allow a third party to do so.

45.5 The Client shall refrain from granting third parties other than its personnel and/or appointees access to the Robots and the associated firmware/software and from participating, in whole or in part, or authorising others to participate, in reverse engineering, disassembly or decompilation of the Robots and the associated firmware/software, unless and insofar as expressly permitted by applicable mandatory law.

45.6 The Client shall not sub-license, assign or otherwise transfer any rights granted by this clause 45.

45.7 The Client shall take the necessary steps to prevent any infringement of MHA's intellectual property rights and shall notify MHA if it becomes aware of any actual or suspected infringement.

45.8 Any infringement by the Client of this paragraph may give rise to the liability to pay lump sum damages equal to twenty-five thousand pounds (£25,000), without prejudice to compensation for higher damages, if proven.

46. Confidentiality

46.1 Both parties and their staff and appointees - from whom the parties shall procure compliance of this clause 46 - undertake that they shall not, except with the express written consent of the other party, disclose or disseminate to third parties, or use any confidential information concerning the other party, and concerning the performance of the Agreement between the parties.

46.2 The Client acknowledges that the discounts granted, the prices, and the terms of the Agreement between MHA and the Client constitute confidential information.

47. Non-solicitation

47.1 The Client shall, from the time of the formation of the Agreement, until one (1) year after the Agreement comes to an end, refrain (whether directly or indirectly) from soliciting MHA's staff or independent service providers to terminate their relationship with MHA and/or to enter into an agreement with them. For the purposes of the present clause, the term “personnel” means all staff or other employees, such as freelancers and subcontractors.

47.2 If the Client violates the present clause, the Client shall be obliged to compensate MHA for the damage that MHA shall suffer in this respect. Such compensation shall be equal to the gross (direct or indirect) salary of the staff member concerned, for the previous twenty-four (24) months, without prejudice to MHA's right to compensation for higher damages, if proven.

48. Privacy

48.1 The Client and MHA undertake to always process personal data within the meaning of the Privacy Law (in particular, any data relating to an identified or identifiable natural person) in a proper and careful manner, as well as in accordance with the Privacy Law. The personal data of the parties and their representatives shall also be considered to fall within the scope of protected data.

48.2 If and insofar as MHA processes personal data for and on behalf of the Client, it shall act as a Processor. In all other cases, each of the parties shall act as a separate data Controller as specified in respect of MHA in its privacy policy, which can be consulted on the Website.

49. Netting

49.1 In accordance with the provisions of the Financial Collateral Arrangements (No. 2) Regulations 2003, MHA and the Client shall automatically and ipso jure adjust and set off all currently existing and future debts that they may have towards each other. This means that in the permanent relationship between MHA and the Client, only the balance of the largest debt shall remain after the aforementioned automatic set-off.

49.2 In any case, this debt offsetting shall be enforceable against the administrator and the remaining body of creditors, and no objection shall be possible against this debt offsetting implemented by the parties.

50. Assignment of the Agreement

50.1 The Client shall not have the right to assign the Agreement or any part thereof to a third party except with the prior written consent of MHA.

51. Third Party Rights

51.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

52. Jurisdiction and Governing Law

52.1 These General Conditions 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.

52.2 Each party 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) arising out of or in connection with the Contract or its subject matter or formation.

53. Language

53.1 Unless expressly agreed otherwise, the Client acknowledges that the language of these General Conditions shall also be the language of communication in all commercial transactions with MHA, or that the Client understands the language of these General Conditions.

53.2 The English language version of these General Conditions shall be the only authentic one. Translations or documents drawn up in another language are always a mere convenience towards the Client.