UK General Terms and Conditions – Sales and Services

1. SCOPE
   All ProGlove products (“Products”) and/or software and/or firmware which are preloaded, or to be loaded into Products (“Software”) are sold or licensed (in the case of Software) by ProGlove, Inc. (“Seller”) strictly pursuant to these general conditions of sale and any additional software licenses provided by Seller (“Agreement”). References by purchaser of the Products (“Buyer”) to its conditions of purchase are null and void and are hereby expressly rejected. Any modification to the Agreement requires the express written and signed approval of Seller with such express written and signed approval requiring a written document hand signed by an authorized representative of Seller. An email with electronic signature is NOT sufficient. Acceptance by Buyer of Products and/or Software or payment for same constitutes unequivocal acceptance of these terms and conditions. None of any past practice, industry standards, course of dealing or usage of trade shall constitute a modification of any term or condition contained herein, nor shall same add any term not contained herein.
2. OFFER AND ACCEPTANCE
   Offers to sell Products and/or Software by Seller are non-binding with respect to price, quantity, delivery time and possibility. Purchase orders from Buyer will only become binding for Seller through a written confirmation from Seller to Buyer and may take the form of an invoice or a delivery note. Seller does not and will not agree, commit or consent to purchasing goods or services of any kind from Buyer in consideration of Buyer purchasing Products and/or Software from Seller.
3. SAMPLES AND CATALOGUES
   Any figures, measurements, statements, descriptions, illustrations, photographs, drawings, or any other matters contained in Seller’s brochures, catalogs, price lists, or advertising literature, or any samples provided to Buyer by Seller are not guaranteed to be accurate and are intended merely to represent a general description or depiction of the Products and/or Software and shall not form part of any contract or agreement between Seller and Buyer, unless expressly specified and incorporated into any contract or agreement between the Parties in writing requiring a written document hand signed by an authorized representative of Seller. An email with electronic signature is not NOT sufficient.
4. SOFTWARE
   Notwithstanding any other provision herein to the contrary, Seller or applicable third party licensor to Seller shall retain all rights of ownership and title in its respective ProGlove Software, including without limitation all rights of ownership and title in its respective copies of such Software. Except as otherwise provided herein, Buyer is hereby granted a nonexclusive, non-transferable royalty free license to use the Software incorporated into the Products solely for purposes of Buyer properly utilizing such Products purchased from Seller. All other Software shall be furnished to, and used by, Buyer only after execution of Seller’s (or the licensor’s) applicable standard license agreement, the terms of which are incorporated herein by reference. The Software is Seller’s own or Seller’s supplier’s proprietary information, and Buyer and its employees and agents shall not disclose the Software or any part thereof to others without Seller’s prior written and signed consent with such written consent requiring a written document hand signed by an authorized representative of Seller. An email with electronic signature is NOT sufficient. Buyer may not: (i) decompile, reverse engineer, disassemble, copy, adapt, translate, distribute or modify the Software, or attempt to derive or access the Software’s source code; or (ii) resell, lease, sublicense or otherwise transfer or make the Software available to a third party. Seller may, but is not required to, provide updates or upgrades to the Software in its sole discretion. In the event Buyer has an active Subscription Service Agreement in effect and maintains an internet connection, Seller may automatically update or upgrade the Software in the Products in its sole discretion. The Installation and usage of Seller’s Software. is covered by the most recent version of ProGlove End-User License Agreement, as amended from time to time and accessible at this weblink https://insight.proglove.com/end-user-license-agreement.
5. PRICES
   Seller’s price valid at the time of the written and signed confirmation is the invoiced price. Invoiced price of the Products and/or Software does not include duty, tariffs, taxes, freight costs or similar charges, which shall be borne by Buyer, unless otherwise agreed in writing. Seller does not promise or agree that prices to any one buyer are as good or better than prices for Products and/or Software to any other buyer.
6. PAYMENT
   Seller’s invoices are due and payable within thirty (30) days after the date of such invoices without any deductions or offset, and payments shall be made in British pounds. All prices shown are exclusive of any applicable tax and any tax that Seller is required to collect in connection with a sale are in addition to the quoted price and solely for Buyer’s account. All agreements between the parties concerning cash discounts must be in writing signed by Seller. Payment shall be considered complete when Seller receives from Buyer the full invoice amount in readily available funds. Seller reserves the right to use payments for the settlement of the oldest due invoice items plus any accrued default interest and costs and such payments shall be applied in the following order; costs, interest and outstanding balance. Non-payment of the purchase price on the invoice due date is a default under the Agreement. If in the sole judgment of Seller, Buyer’s financial ability to perform under the Agreement is diminished, then Seller shall have the right, among any other right or remedy, to change payment terms, require full or partial advance payment or to cancel any outstanding order, without liability. In the event of a payment default by Buyer, Seller is entitled to receive interest on the defaulted payment at a rate equal to eighteen percent (18%) per annum or the maximum interest rate permitted by law. Buyer may only offset claims which are undisputed or have been finally determined by a court of law or arbitral panel acting with proper Jurisdiction. Seller retains a purchase money security interest in the Product(s) sold hereunder until all payments have been received in full by Seller and, if requested in writing to do so, Buyer agrees to do all acts necessary to perfect and maintain such security interest in Seller.
7. DELIVERY
   All shipments for sales shall be FCA Incoterms 2020. Delivery shall be in accordance with the terms and conditions of the delivery clause of the applicable sales invoice. Prices are quoted based on FCA unless otherwise specified. Unless otherwise specified in writing, packing will be Seller’s standard packing. Seller shall endeavor to punctually deliver the Products and/or Software, provided, however, all specified delivery dates refer to the completion of manufacture and availability for shipment and merely represent Seller’s best estimates. Seller reserves the right to modify the delivery dates with notice to Buyer and Buyer acknowledges that there are no fixed delivery deadlines. Buyer also acknowledges that Seller’s performance herein is subject to correct and punctual supply of Seller by its suppliers. Buyer warrants there will be no diversion of any shipment that is (a) contrary to any applicable law, or (b) for shipment or use outside of the United States, unless approved in writing by Seller, and if so approved, Buyer warrants it will comply with all applicable laws, restrictions and regulations.
8. SHIPPING
   Seller reserves the right to choose the shipping route and the mode of transport. Additional costs resulting from special shipping requests by Buyer are for Buyer’s account. In addition, Buyer shall be responsible for the payment of increases in freight rates, possible additional costs for diversion, storage costs etc. which occur after the sales invoice has been issued, insofar as freight-paid delivery has not previously been agreed upon by the parties. Title shall pass to Buyer upon delivery to carrier. Buyer shall notify Seller immediately upon receipt of any discrepancy as to quantities and shall conduct a visual inspection of the Products within a reasonable time but not later than ten (10) business days after arrival of the Products at Buyer’s location. Buyer shall assert claims arising from damages in transit directly against the carrier and shall have no recourse against Seller for such damages. Unless otherwise agreed in writing, Buyer is responsible for the observation of legal and official regulations relating to the transportation, storage and use of the Products and/or Software. If Products and/or Software are not shipped within thirty (30) days after notification to the Buyer that they are ready for shipping, for any reason beyond Seller’s reasonable control, including Buyer’s failure to give shipping instructions, Seller may store the Products and/or Software at Buyer’s sole risk in a warehouse or storage facility or upon Seller’s premises and Buyer shall pay all handling, transportation and storage costs upon submission of invoices therefor.
9. RETURNS
   No Products and/or Software may be returned to Seller without Seller’s prior permission in writing. All returned Products and/or Software must be in original packaging and in resalable condition. Credit for approved returned Products and/or Software will be issued at original purchase price, less shipping costs and a twenty percent (20%) restocking fee.
10. FORCE MAJEURE
    Neither party shall be held responsible for any loss, damage, delay or lack of delivery arising from fire; strikes, lockouts, injunction or other labor troubles, governmental intervention including, but not limited to, prohibition or extraordinary taxation upon import or export; war; riots; acts of terrorism; explosion; weather; flood; acts of God or nature; inability to obtain on terms acceptable to Seller or shortage of fuel, power, raw materials, labor, containers or transportation; accident; breakage of machinery or other apparatus; disruption of normal supplier channels of distribution; or any other act or force beyond the affected party’s reasonable control. If, as a result of any of the disruptions listed above, the delivery or acceptance of the Product is delayed by more than thirty (30) days, then either party may upon notice cancel the applicable sales contract. Seller reserves the right to allocate and fairly apportion Product(s) among its internal and external customers during force majeure events in any manner Seller, in its sole discretion, deems appropriate. Seller has no obligation to acquire by purchase or otherwise any Product(s) that Seller is unable to supply to Buyer due to force majeure events.
11. LIMITED WARRANTIES
    Seller warrants that the Products are free from defects in material and workmanship for a period of one (1) year from the date of delivery. Seller’s sole obligation under the aforesaid warranty is to replace the Products which if properly used and maintained, prove defective in material or workmanship. Such replacement is Buyer’s sole remedy hereunder and at Seller’s option, Buyer shall return such defective Product. Upon Seller’s request, Buyer shall promptly provide samples and other evidence of, and shall allow Seller’s representatives access to the alleged defective Products. Claiming an alleged defect does not relieve Buyer of any of its payment obligation to Seller. Buyer shall not return any alleged defective Products without Seller’s prior written and signed consent with such written consent requiring a written document signed by an authorized representative of Seller. Buyer agrees to reimburse Seller for all costs and expenses associated with any return of Products unauthorized by Seller. Receipt or inspection of returned Products by Seller shall not be deemed an admission of any alleged defect. Seller’s obligations under this Section do not apply to Products damaged due to negligent or faulty use, alteration, maintenance, storage or handling or damage that arose in transit. Any suggestions by Seller or Seller’s agents regarding use, application or suitability of Products shall not be construed as an express warranty unless confirmed to be such in writing and signed by Seller with such written confirmation requiring a written document hand signed by an authorized representative of Seller. Unless otherwise stated in writing in a separate Software license agreement or otherwise, Seller makes no warranty as to any Software and/or services (if any). THE WARRANTY EXPRESSED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, APPLICATION OR USE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE WHICH ARE EXPRESSLY DISCLAIMED, AND IS IN LIEU OF ANY AND ALL OTHER OBLIGATIONS OR LIABILITY ON SELLER’S PART.
12. LIMITATION OF LIABILITY
    NOTHWITHSTANDING ANY PROVISION IN THESE CONDITIONS OF SALE OR ELSEWHERE TO THE CONTRARY: (a) SELLER’S LIABILITY HEREUNDER AT ANYTIME FOR ANY CAUSE WHATSOEVER WILL NOT EXCEED THE PRICE PAID FOR THE PRODUCTS AND/OR SOFTWARE AT ISSUE, (b) SELLER IS NOT LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND OR NATURE, ARISING AT ANY TIME, FROM ANY CAUSE WHATSOEVER, INCLUDING LOSS OF REVENUE OR PROFIT. These limitations of liability shall apply notwithstanding any finding that any remedy fails its essential purpose.
13. SUSPENSION AND CANCELLATION
    If Buyer omits delivery instructions or fails to accept Delivery, as required by this Agreement, or fails to make any payment when it becomes due or commits any other breach of contract, or if Buyer enters into any composition or arrangement with its creditors or if any distress or execution is levied upon any goods or property of Buyer, or if Buyer commits any act of bankruptcy or, if a corporation, a receiver is appointed of the whole or any part of its undertaking or assets or if Buyer passes a resolution for winding up or if a Court makes an order to that effect or if Buyer has a receiving order made against it, then at Seller’s sole option Seller may defer or cancel any further deliveries and treat this Agreement or any other contract between Seller and Buyer as terminated, but such termination is without prejudice to Seller’s right to any unpaid price for Products and/or Software delivered under the Agreement and to damages for loss suffered in consequence of such termination.
14. INTELLECTUAL PROPERTY
    Seller’s intellectual property, including without limitation, all patents, copyrights, trade secrets, trade-dress and any other intellectual property of any kind (including without limitation, that which exists in the underlying technology), furnished by or on behalf of Seller in connection with this agreement is the property of Seller and Seller retains all rights, including without limitation, exclusive rights of use, licensing, and sale. Possession of Products preproduction units, specifications, prints or drawings, or any other materials does not convey to Buyer any rights or license thereto.
15. PROTOTYPE
    Prototype units are sold “where is, as is, with all faults” without warranty of any kind, express or implied, including, without limitation, implied warranties of merchantability or fitness for intended purpose.
16. CONFIDENTIALITY
    All information disclosed prior or after the acceptance of this Agreement is deemed confidential information (“Confidential Information”). Each party shall (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without express prior written and signed approval from the other party, with such written approval requiring a written document signed by an authorized representative of a party. An email with electronic signature is not NOT sufficient; (c) disclose Confidential Information only to such of its employees as actually require knowledge thereof in order to carry out their duties and are bound by confidentiality obligations at least as protective as the provisions contained in this agreement; and (d) use Confidential Information only for the purpose of performing its obligations hereunder. Upon request, each party shall promptly return all Confidential Information belonging to the other party, as well as all documents and other materials incorporating any Confidential Information. Each party shall be entitled to injunctive relief for any violation of this Section without the necessity of posting bond. This Section does not apply to information that is: (x) freely available in the public domain; (y) known to a party at the time of disclosure without any obligation of confidentiality; or (z) rightfully obtained by a party on a non-confidential basis from a third party. The obligations of this provision shall continue as to each piece of Confidential Information for indefinite period. In the event the parties have separately entered into a Non-Disclosure Agreement, the terms of such separate Non-Disclosure Agreement shall supersede this provision.
17. GOVERNING LAW; ARBITRATION
    All disputes, controversies, claims or differences arising out of or in connection with this agreement or breach hereof (regardless of the legal nature of the claim) shall be settled by the courts of London and the governing law of the England and Wales, excluding its conflict of laws provisions, shall apply. The parties expressly exclude and disclaim the application of the United Nations Convention for the International Sale of Goods, which is disclaimed in its entirety. The arbitral tribunal shall consist of one arbitrator designated in accordance with the applicable rules. Notwithstanding the foregoing, Seller is, however, authorized to sue the Buyer at any other court.
18. COMPLIANCE
    The Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014. Any violation of paragraph 1 shall constitute a material breach of this Agreement, and Seller shall be entitled to seek appropriate remedies, including, but not limited to seeking indemnification from Buyer and holding Buyer liable for all damages that Seller might incur as result of a breach of this Section. The Buyer shall immediately inform Seller about any problems in applying this Section including any relevant activities by third parties that could frustrate the purpose of it. The Buyer shall make available to Seller information concerning compliance with the obligations under this Section within two weeks of the simple request of such information. Both parties agree hereto to respect the international ethical business standards and to adhere to the Seller’s Code of Conduct, as amended from time to time and published at ProGlove’s website.
19. ADDITIONAL TERMS
    This Agreement may not be assigned by Buyer to any other party without the prior written and signed consent of the Seller with such written consent requiring a written document signed by an authorized representative of Seller. An email with electronic signature is NOT sufficient; This Agreement is binding upon and inures to the benefit of the parties and their respective legal representatives, successors and permitted assigns. The rights and obligations under Articles 10, 11, 13, 14, 15, 16, and 17 herein survive the cancellation, termination or expiration of the Agreement. Should any part of the Agreement be deemed invalid by a court of law or arbitrator, it shall not constitute an invalidation of any other part of the Agreement, which otherwise remains in effect. Failure of Seller to effect, or any delay by Seller to effect, any available right or remedy will not operate as a waiver of same. Except as otherwise expressly provided, the Agreement supersedes all prior terms and conditions, agreements, understandings or otherwise, whether oral or written, including but not limited to those purporting to be “perpetual” or “irrevocable,” between Buyer and Seller concerning the subject matter of the Agreement, other than agreements previously made and signed by both Seller and Buyer and still in effect. Seller’s acceptance of (a) payment, or (b) specially endorsed checks shall not waive or limit any right or remedy of Seller. Nothing contained herein is intended nor shall be construed as creating a partnership, joint venture, agency, distributorship or any other relationship except Buyer and Seller.

(Version: GTCUK June 2024)