STANDARD TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES BY RUBO - HAZARDOUS WASTE MANAGEMENT Ltd.

THIS CONTRACT SETS OUT THE TERMS AND CONDITIONS ON WHICH RUBO AGREES TO PROVIDE THE SERVICES TO THE CUSTOMER

1. INTERPRETATION 1.1 In these Conditions, the following definitions and rules of interpretation apply: Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5. Conditions: these terms and conditions as amended from time to time in accordance with clause 11.1. Contract: the contract between RUBO and the Customer for the supply of Services in accordance with these Conditions formed in accordance with clause 2. Customer: the person, firm or corporation for whom the Services are provided by RUBO and any references to Customer in the Contract shall include those acting on its behalf. Insolvent: means any of the following – either (i) a winding up petition is presented or an order for the winding up of a Party is made or a Party goes into insolvent liquidation but excluding merging with another company or a solvent restructuring of the business; (ii) an administrator is appointed or an administration order is made for the appointment of an administrator or any application for an administration order or a notice is of intention to appoint an administrator being given pursuant to the Insolvency Act 1986; (iii) the appointment of an administrative receiver; (iv) a fixed charge or any other receiver is appointed over all or any of the assets of the Buyer; (v) a proposal is made for a voluntary arrangement under Part 1 of the Insolvency Act 1986 or a composition or entering into any arrangement with all creditors or a class of them. Laws: the laws, regulations, guidance, codes of practice, decisions of any courts and common laws (including but not limited to those (if any) listed in the Quote) that are applicable to (i) the Services in the jurisdiction in which they are provided, (ii) the operations and activities of the Customer in the jurisdiction in which they are undertaken, and (iii) the activities of the person or business to whom the Materials are being delivered, as well as any related or connected health and safety requirements Losses: any and all costs, charges, expenses, losses, liabilities, fines and penalties whether consequential, economic, financial or otherwise. Material: the materials that RUBO is providing the Services in respect of, details of which are set out in the Quote. Order: the Customer's order for Services as set out in the Customer's written acceptance of the Quote. Quote: the written description or specification of the Services provided by RUBO to the Customer. Restricted Businesses: businesses that RUBO is utilising in order to provide the Services to the Customer. Services: the services to be supplied by RUBO to the Customer as set out in the Quote. RUBO: Rubo Hazardous Waste Management Ltd. is a limited company registered in England and Wales. Registered Number: 10858536. 1.2 a reference to any Law is a reference to such Law as amended or re-enacted. A reference to a Law includes any subordinate law made under that Law as amended or re-enacted; 1.3 words in the singular shall include the plural and vice versa; and 1.4 a reference to writing or written includes faxes and emails.

2. BASIS OF CONTRACT 2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. 2.2 The Order shall only be deemed to be accepted when RUBO issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). 2.3 The Contract (including the Quote, the Order, RUBO acceptance and these Conditions) constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of RUBO which is not set out in the Contract. 2.4 In the event of any inconsistency between the Conditions and the Quote, the Quote shall prevail. 2.5 These Conditions apply to the Contract to the exclusion of any other terms that the. Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.6 Any Quote given by RUBO shall not constitute an offer, and is only valid for a period of 20 working days from its date of issue.

3. SUPPLY OF SERVICES 3.1 RUBO shall: (a) supply the Services to the Customer in accordance with the Quote in all material respects; (b) use all reasonable endeavours to meet any performance dates specified in the Quote, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services; (c) have the right to make any changes to the Services which are necessary to comply with any applicable Law, or which do not materially affect the nature or quality of the Services, and RUBO shall notify the Customer in writing of any such changes; (d) obtain and maintain all necessary permits, licences, permissions, consents and exemptions which RUBO is required to hold further to any applicable Laws to enable the lawful provision of the Services; (e) provide the Services in accordance with any applicable Laws. 3.2 RUBO warrants to the Customer that the Services will be provided using reasonable care and skill so far as is reasonably practicable in accordance with the Contract. 3.3 Ownership of, title to and risk in the Materials shall remain with the Customer until the Materials have been accepted in accordance with applicable Laws by those to whom they are being ultimately delivered. Following such acceptance ownership of, title to and risk in the Materials shall pass to those to whom the materials have been delivered. If those to whom the Material is being delivered refuse to accept the Materials then for the avoidance of doubt ownership of, title to and risk in the Materials shall remain with the Customer until the Materials are returned to the Customer. At no point and in no circumstances shall title to, ownership of and risk in the Materials ever vest in RUBO. RUBO gives no warranty whether express or implied in relation to title in the Materials and/or their condition, content, quality or their fitness for purpose.

4. CUSTOMER'S OBLIGATIONS 4.1 The Customer shall: (a) comply with all applicable Laws; (b) ensure that the terms of the Order and any information it provides in the Quote or otherwise are complete and accurate; (c) provide RUBO with such information and materials as RUBO requires in order to provide the Services in accordance with any applicable Laws, and ensure that such information is complete and accurate; (d) immediately notify RUBO of any change in circumstance whether before, during or after the provision of the Services which means that the terms of the Order and any other information, are incomplete and/or inaccurate; (e) co-operate with RUBO in all matters relating to the Services and any regulatory authorities concerned with the Services; (f) provide RUBO, its employees, agents, consultants, subcontractors and their vehicles and equipment, with access to the Customer's premises, office accommodation and other facilities as reasonably required by RUBO; (g) ensure that the Materials are stored appropriately in accordance with applicable Laws, and that the Materials are available for collection as required by the Quote; (h) ensure that all Materials are of a type, character, and quantity provided for in the Quote; (i) in accordance with applicable Laws and as required by RUBO allow RUBO at its discretion to inspect, analyse and/or take a sample/s of the Material and/or at RUBO’s request provide RUBO with such a sample/s for it to analyse; (j) notify RUBO in advance of the provision of the Services of any particular requirement of the Customer or any other party benefiting from the Services relating to any safety or environmental protection requirement concerning the provision of the Services; (k) (without prejudice to RUBO’s obligations further to clause 3.1(d)) to the extent provided in the Quote and as required by applicable Laws obtain, maintain and provide to RUBO before the date on which the Services are to start and on request from RUBO copies of all necessary permits, licences, permissions, consents, exemptions, certificates and other information which may be required further to any applicable Laws to enable the lawful provision of the Services; (l) use its best endeavours to ensure that those to whom the Materials are being delivered observe the Contract and its requirements, including but not limited to co-operating with RUBO in all matters relating to the Services and complying with all applicable Laws; (m) be obliged to immediately take back the Materials and also take any necessary steps and actions to facilitate such return if for any reason including but not limited to any Force Majeure Event, breach of Contract by the Customer and/or failure by the person to whom the Materials are being delivered and/or further to applicable Laws RUBO is prevented from and/or is unable to provide the Services; (n) in the event the Customer is unable to take the Materials back further to clause 4.1(l), or RUBO is unable to return the Materials to the Customer, the Customer shall use its best endeavours to immediately put in place alternative arrangements for the storage, treatment, handling, processing, transport and/or disposal of the Materials and shall immediately notify RUBO of the same; (o) shall not be able to amend or vary the Services; and (p) maintain adequate insurance cover to meet all claims against the Customer and liabilities of the Customer that may arise under the Contract. 4.2 RUBO reserves the right in its absolute discretion without liability to the Customer to: (a) refuse to provide the Services in the event that: (i) the Materials do not in any way match the description in the Quote and/or they may give rise to any non-compliance with applicable Laws; or (ii) the Customer seeks to vary the scope of the Services before they are provided, or while they are being provided. (b) Employ any subcontractors for the purpose of providing the Services. Any duties or obligations which are owed by the Customer to RUBO shall also extend to any such subcontractors. 4.3 The Customer shall be liable to reimburse RUBO for any damage caused to RUBO’s vehicles and/or equipment in the provision of the Services provided that such damage is not caused by RUBO. 4.4 If RUBO’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation, or due to a breach of the Contract by the Customer (Customer Default): (a) RUBO shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays RUBO’s performance of any of its obligations; (b) RUBO shall not be liable for any Losses sustained or incurred by the Customer arising directly or indirectly from RUBO’s failure or delay to perform any of its obligations under the Contract; 4.5 The Customer hereby covenants to pay RUBO on written demand (in addition to the Charges) an amount equal to any Losses from the Customer Default. This clause 4.5 shall survive termination of the Contract.

5. CHARGES AND PAYMENT 5.1 The Charges for the Services are set out in the Quote. 5.2 RUBO reserves the right to increase the Charges to reflect any additional costs and expenses that it incurs in providing the Services including but not limited to such costs in respect of waiting time and underutilised forms of transport. 5.3 RUBO shall invoice the Customer weekly in arrears. 5.4 The Customer shall pay each invoice submitted by RUBO within 5 working days of the date of the invoice in full and in cleared funds to RUBO’s bank account detailed in the Quote and time for payment shall be of the essence of the Contract. 5.5 Unless otherwise clearly specified all amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT) or any other applicable tax or charge. Where any taxable supply for VAT purposes is made under the Contract by RUBO to the Customer, or any other tax or charge is imposed on the Materials and/or the provision of the Services, on receipt of a valid VAT invoice from RUBO, or an invoice for the other applicable taxes and/or charges, the Customer shall pay to RUBO such additional amounts at the same time as payment is due for the supply of the Services. In the event that RUBO notifies the Customer of these additional amounts after the Customer has paid for the Services, the Customer shall pay the additional amounts within 5 working days of receiving an invoice for the additional amount in the manner prescribed in clause 5.4. 5.6 If the Customer fails to make any payment due to RUBO under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Lloyds Bank Plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the whole overdue amount, whether before or after judgment. The Customer shall pay the interest together with the whole overdue amount. 5.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, Customer deduction or withholding (except for any deduction or withholding required by law). RUBO may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by RUBO to the Customer.

6. INTELLECTUAL PROPERTY RIGHTS 6.1 All intellectual property rights howsoever arising in connection with the Services shall be owned by RUBO and shall remain in the ownership of RUBO. 6.2 The Customer acknowledges that, in respect of any third party intellectual property rights, the Customer's use of any such intellectual property rights is conditional on RUBO obtaining a written licence from the relevant licensor on such terms as will entitle RUBO to license such rights to the Customer.

7. CONFIDENTIALITY 7.1 The Customer shall keep in strict confidence and not use for its own or anyone else’s benefit or advantage all technical or commercial know-how, Quotes, inventions, details, processes or initiatives which are of a confidential nature (including the terms of the Contract) and have been disclosed to the Customer by RUBO, its employees, agents or subcontractors, and any other confidential information concerning RUBO’s business, its products and services which the Customer may obtain (“Confidential Information”). The Customer shall only disclose such Confidential Information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Customer’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Customer may also disclose Confidential Information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. 7.2 In order to protect the Confidential Information and business connections of RUBO to which the Customer has had access as a result of the Services and further to this Contract, the Customer covenants with RUBO that it will not while this Contract is in existence and for a period of 6 months following its expiry and/or termination solicit or endeavour to entice away or contract or engage with any Restricted Business with a view to providing services to or procuring services from any Restricted Business that are the same as or similar to the Services.

8. LIMITATION OF LIABILITY 8.1 Nothing in these Conditions shall limit or exclude RUBO’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, or any fraud or fraudulent misrepresentation. 8.2 Subject to clause 8.1: (a) RUBO shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential or economic or financial loss arising under or in connection with the Contract; and (b) RUBO’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the Charge. 8.3 All warranties, conditions and other terms implied into this Contract by applicable Law, including any Incoterms or further to ULIS are, to the fullest permissible extent, excluded from this Contract.

9. TERMINATION 9.1 Without limiting its other rights or remedies, RUBO may terminate the Contract by giving the Customer 5 business day’s written notice. 9.2 Without limiting its other rights or remedies, RUBO may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer: (a) commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of being required in writing to do so; (b) becomes Insolvent or (c) the other party's financial position deteriorates to such an extent that in RUBO’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 9.3 Without limiting its other rights or remedies, RUBO may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so. 9.4 Without limiting its other rights or remedies, RUBO may suspend provision of the Services under the Contract or any other contract between the Customer and RUBO if the Customer becomes Insolvent, or RUBO reasonably believes that the Customer is about to become Insolvent, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

10. CONSEQUENCES OF TERMINATION On termination of the Contract for any reason: (a) the Customer shall immediately pay to RUBO all of RUBO’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, RUBO shall submit an invoice, which shall be payable by the Customer immediately on receipt; (b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including but not limited to any rights RUBO has further to clause 4.4 and 4.5, as well as the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (c) clauses 7 and 8 shall survive termination and continue in full force and effect.

11. GENERAL 11.1 Variation. No variation of this agreement shall be effective unless it is agreed in writing and signed by RUBO. 11.2 Bribery. The Customer and RUBO shall at all times comply with all applicable Laws relating specifically to anti-bribery and anti-corruption. 11.3 Assignment and other dealings. (a) RUBO may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent; but (b) The Customer shall not be able to do so, without the prior written consent of RUBO. 11.4 Notices. (a) Any notice (or other communication) given to a party under or in connection with the Contract shall be in writing and shall be: i) delivered by hand or by pre paid first class post or other next working day delivery or commercial courier service addressed to that party at its registered office (if a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause; or ii) sent by email or by fax to its main fax number. (b) Any notice (or other communication) shall be deemed to have been received: i) if delivered by hand, when left at the address referred to in clause 11.4(a)(i); ii) if sent by pre paid first class post or other next working day delivery, at 9.00 am on the second working day after posting; iii) if delivered by a commercial courier, at the date and time that the courier’s delivery note is signed; iv) if sent by email or fax, one working day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 11.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. 11.6 Waiver. (a) A waiver of any right under the Contract or applicable Law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. (b) No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 11.7 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. 11.8 Force majeure. (a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of RUBO including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of RUBO or any other party), failure of a utility service or transport network or service, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of RUBO’s subcontractors. (b) RUBO shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. (c) If the Force Majeure Event prevents RUBO from providing any of the Services for more than four weeks, RUBO shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer. 11.9 Dispute resolution. If a dispute arises in connection with this Contract RUBO’s Managing Director and the Customer’s equivalent shall within 14 days of a written request from one party to the other meet in good faith in order to resolve the dispute. If the dispute is not resolved, the parties will attempt to resolve it by mediation in an appropriate forum agreed on by both parties. The commencement of mediation will not prevent the parties commencing or continuing court proceedings. 11.10 Third parties. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 11.11 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims), shall be governed by, and construed in accordance with the law of England. 11.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF SERVICES BY RUBO - HAZARDOUS WASTE MANAGEMENT Ltd. (“RUBO”)

RUBO IS PROVIDING SERVICES TO ITS CUSTOMER AND REQUIRES THE ASSISTANCE OF THE SUPPLIER IN THE DELIVERY AND COMPLETION OF THOSE SERVICES. THIS CONTRACT SETS OUT THE TERMS AND CONDITIONS ON WHICH RUBO AGREES TO PURCHASE THE SERVICES FROM THE SUPPLIER.

1. INTERPRETATION 1.1 In these Conditions, the following definitions and rules of interpretation apply: Charges: the charges payable by RUBO for the supply of the Services in accordance with clause 5. Commencement Date: has the meaning set out in clause 2.2. Conditions: these terms and conditions as amended from time to time in accordance with clause 11.1. Contract: the contract between RUBO and the Supplier for the supply of Services in accordance with these Conditions formed in accordance with clause 2. Customer: the person, firm or corporation for whom the Services are ultimately provided by RUBO and any references to Customer in the Contract shall include those acting on its behalf. Force Majeure Event: has the meaning set out in clause 11.8. Laws: the laws, regulations, guidance, codes of practice, decisions of any courts and common laws (including but not limited to those (if any) listed in the Specification) that are applicable to (i) the Services in the jurisdiction in which they are provided, (ii) the operations and activities of the Customer and/or the Supplier in the jurisdiction in which they are undertaken, and (iii) the activities of the person or business to whom the Materials are being delivered. Material: the materials that the Supplier is providing the Services in respect of, details of which are set out in the Specification. Order: RUBO’s written purchase order confirming its acceptance of the Specification. Restricted Businesses: businesses that RUBO is utilising in order to provide services to the Customer. Services: the services to be supplied by the Supplier to RUBO as set out in the Specification. Specification: the written description or specification of the Services provided by RUBO to the Supplier. Supplier: means the supplier of the Services to RUBO named in the Order and the Specification. RUBO: Rubo Hazardous Waste Management Ltd. is a limited company registered in England and Wales. Registered Number: 10858536. 1.2 a reference to any Law is a reference to such Law as amended or re-enacted. A reference to a Law includes any subordinate law made under that Law as amended or re-enacted; 1.3 words in the singular shall include the plural and vice versa; and 1.4 a reference to writing or written includes faxes and emails.

2. BASIS OF CONTRACT 2.1 The Order constitutes RUBO’s acceptance of the Supplier’s Specification and represents RUBO’s purchase of the Services in accordance with these Conditions. 2.2 The date on which the Order is received by the Supplier in accordance with these Conditions shall be the date the Contract shall come into existence (Commencement Date). 2.3 The Contract (including the Specification, the Order and these Conditions) constitutes the entire agreement between the parties. The Supplier acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of RUBO which is not set out in the Contract. 2.4 In the event of any inconsistency between the Conditions and the Specification, the Specification shall prevail. 2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. SUPPLY OF SERVICES 3.1 The Supplier shall from the Commencement Date and for the duration of this Contract provide the Services to the Customer in accordance with the terms of the Contract. 3.2 In providing the Services the Supplier shall: (a) supply the Services to RUBO in accordance with the Specification; (b) to the extent provided in the Specification and as required by applicable Laws obtain, maintain and provide to RUBO before the date on which the Services are to start and on request from RUBO copies of all necessary permits, licences, permissions, consents, exemptions, certificates, authorisations and other information which may be required further to any applicable Laws to enable the lawful provision of the Services; (c) provide the Services in accordance with any applicable Laws; (d) use personnel who are suitably skilled, qualified and experienced to perform the tasks assigned to them; (e) meet any performance dates for the Services provided in the Order and/or the Specification and/or notified in writing to the Supplier by RUBO; (f) provide RUBO with such information and materials as it reasonably requires; (g) co-operate with RUBO in all matters relating to the Services and any regulatory authorities concerned with the Services; (h) notify RUBO in advance of the provision of the Services of any particular requirement relating to any safety or environmental protection requirement concerning the provision of the Services; (i) not be able to amend or vary the Services; (j) maintain adequate insurance cover to meet all claims against the Supplier and liabilities of the Supplier that may arise under the Contract; (k) not do or omit to do anything which may cause RUBO and/or the Customer and/or the site to which the materials are being delivered to lose any permits, licences, permissions, consents, exemptions or certificates or authorisations that they rely on for the purposes of conducting their businesses; (l) immediately work with RUBO to facilitate the return of the Materials to the Customer if for any reason including but not limited to any Force Majeure Event, breach of RUBO’s contract with the Customer and/or failure by the person to whom the Materials are being delivered and/or further to applicable Laws the Materials do not reach and/or are rejected by those to whom they are being delivered. 3.3 The Supplier warrants to RUBO that the Services will be provided using best care, skill and diligence in accordance with best practice in the Supplier’s trade. 3.4 Ownership of, title to and risk in the Materials shall remain with the Customer until the Materials have been accepted in accordance with applicable Laws by those to whom they are being ultimately delivered. Following such acceptance ownership of, title to and risk in the Materials shall pass to those to whom the materials have been delivered. If those to whom the Materials are being delivered refuse to accept the Materials then for the avoidance of doubt ownership of, title to and risk in the Materials shall remain with the Customer until the Materials are returned to the Customer. At no point and in no circumstances shall title to, ownership of and risk in the Materials ever vest in RUBO or the Supplier, unless an act or omission of the Supplier or a breach of this Contract by the Supplier means it is fair just and reasonable in the circumstances for ownership of, title to and risk in the Materials to pass to the Supplier. RUBO gives no warranty whether express or implied in relation to title in the Materials and/or their condition, content, quality or their fitness for purpose. 3.5 The Supplier hereby covenants to pay RUBO on written demand an amount equal to any costs, charges, expenses, losses, liabilities, fines, and penalties sustained or incurred by RUBO arising directly or indirectly, whether they are consequential, economic, financial or otherwise, from any breach by the Supplier of this Contract. This clause shall survive termination of the Contract.

4. RUBO'S OBLIGATIONS 4.1 RUBO shall in performing its obligations pursuant to this Contract: (a) comply with all applicable Laws; (b) ensure in so far as it reasonably can that the terms of the Order and any information it provides to the Supplier are materially complete and accurate; (c) provide the Supplier with such information and materials as the Supplier reasonably requires in order to provide the Services in accordance with any applicable Laws, and ensure that such information is materially complete and accurate; (d) co-operate with the Supplier in all matters relating to the Services and any regulatory authorities concerned with the Services; (e) provide and/or procure for the Supplier, its employees, agents, consultants, subcontractors and their vehicles and equipment, access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services; (f) notify the Supplier in advance of the provision of the Services of any particular requirement of RUBO and/or the Customer or any other party benefiting from the Services relating to any safety or environmental protection requirement concerning the provision of the Services; and (g) maintain adequate insurance cover to meet any reasonably foreseeable liability that could arise under the Contract.

5. CHARGES AND PAYMENT 5.1 The Charges for the Services are set out in the Specification and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by RUBO the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 The parties agree and acknowledge that RUBO shall be able to vary the Charges to reflect any foreign exchange fluctuations that result in a cost saving to the Supplier and/or result in any other financial benefit to the Supplier such that it is obtaining more by way of payment for the Services as a result of such fluctuation than was originally agreed between the parties. 5.3 The Supplier shall invoice RUBO monthly in arrears. Each invoice shall include such supporting information as is required by RUBO to verify the accuracy of the invoice. 5.4 RUBO shall pay each such invoice within 30 working days of the date of the invoice in full and in cleared funds to the Supplier’s bank account detailed in the Specification. 5.5 Unless otherwise clearly specified all amounts payable by RUBO under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to RUBO, on receipt of a valid VAT invoice (including VAT reg. no.), pay to the Supplier such additional amounts at the same time as payment is due for the supply of the Services. 5.6 RUBO may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by RUBO to the Supplier.

6. INTELLECTUAL PROPERTY RIGHTS 6.1 All intellectual property rights howsoever arising in connection with the Services shall be owned by RUBO and shall remain in the ownership of RUBO. 6.2 The Supplier acknowledges that, in respect of any third party intellectual property rights, the Supplier’s use of any such intellectual property rights is conditional on RUBO obtaining a written licence from the relevant licensor on such terms as will entitle RUBO to license such rights to the Supplier. The Supplier should not assume the existence of such right but should instead confirm its existence with RUBO.

7. CONFIDENTIALITY 7.1 The Supplier shall keep in strict confidence and not use for its own or anyone else’s benefit or advantage all technical or commercial know-how, specifications, inventions, details, processes or initiatives which are of a confidential nature (including the terms of the Contract) and have been disclosed to the Supplier by RUBO, its employees, agents or subcontractors, and any other confidential information concerning RUBO’s business, its products and services which the Supplier may obtain both before and after the date of this Contract (“Confidential Information”). The Supplier shall only disclose such Confidential Information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Supplier’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Supplier may also disclose Confidential Information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This obligation shall apply even in circumstances where the Supplier has an existing relationship with another party whose details or services form part of the Confidential Information. 7.2 In order to protect the Confidential Information and business connections of RUBO to which the Supplier has had access as a result of the Services and further to this Contract, the Supplier covenants with RUBO that it will not while this Contract is in existence and for a period of 12 months following its expiry and/or termination solicit or endeavour to entice away or contract or engage with any Restricted Business with a view to providing services to or procuring services from any Restricted Business that are the same as or similar to the Services. 7.3 This clause 7 supersedes any previous confidentiality agreement between the parties and shall survive termination of the Contract.

8. LIMITATION OF LIABILITY 8.1 Nothing in this Contract shall limit or exclude RUBO’s or the Supplier’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, or any fraud or fraudulent misrepresentation. 8.2 Subject to clause 8.1: (a) RUBO shall under no circumstances whatsoever be liable to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential or economic or financial loss arising under or in connection with the Contract; and (b) RUBO’s total liability to the Supplier in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the Charge. 8.3 All warranties, conditions and other terms implied into this Contract by applicable Law, including any Incoterms or further to ULIS are, to the fullest permissible extent, excluded from this Contract. 8.4 This clause 8 shall survive termination of the Contract.

9. TERMINATION 9.1 Without limiting its other rights or remedies, RUBO may terminate the Contract by giving the Supplier 5 business day’s written notice. 9.2 Without limiting its other rights or remedies, RUBO may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier: (a) commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of being required in writing to do so; (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; (c) commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier or if an individual is the subject of a bankruptcy petition or order; (e) a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier; (g) the holder of a qualifying floating charge over the assets of the Supplier has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier; (i) any event occurs or proceeding is taken with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(b) to clause 9.2(h) (inclusive); (j) suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or (k) the other party's financial position deteriorates to such an extent that in RUBO’s opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 9.3 Without limiting its other rights or remedies, RUBO may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so. 9.4 Without limiting its other rights or remedies, RUBO may suspend the Contract or any other contract between the Supplier and RUBO if the Supplier becomes subject to any of the events listed in clause 9.2(b) to clause 9.2(k), or RUBO reasonably believes that the Supplier is about to become subject to any of them, or if the Supplier fails to pay any amount due under this Contract on the due date for payment.

10. CONSEQUENCES OF TERMINATION On termination of the Contract for any reason: (a) the Supplier shall immediately pay to RUBO all of RUBO's outstanding unpaid invoices and interest; (b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including but not limited to any rights RUBO has further to clause 3.4 and 3.5, as well as the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (c) clauses which expressly or by implication survive termination shall continue in full force and effect.

11. GENERAL 11.1 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by RUBO. 11.2 Bribery. The Supplier and RUBO shall at all times comply with all applicable Laws relating specifically to antibribery and anti-corruption. 11.3 Assignment and other dealings. (a) RUBO may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. (b) The Supplier shall not, without the prior written consent of RUBO, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract. 11.4 Notices. (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.4(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one working day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 11.5 Severance. (a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. (b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 11.6 Waiver. A waiver of any right under the Contract or applicable Law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 11.7 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. 11.8 Force majeure. (a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the parties including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of RUBO or any other party), failure of a utility service or transport network or service, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, or storm. (b) RUBO shall not be liable to the Supplier as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. (c) If a Force Majeure Event prevents the Supplier from providing the Services for more than 4 weeks, RUBO shall, without limiting its other rights and remedies, have the right to terminate this Contract immediately by giving written notice to the Supplier. 11.9 Dispute resolution. If a dispute arises in connection with this Contract RUBO’s managing director and the Supplier’s equivalent shall within 14 days of a written request from one party to the other meet in good faith in order to resolve the dispute. If the dispute is not resolved, the parties will attempt to resolve it by mediation in an appropriate forum agreed on by both parties. The commencement of mediation will not prevent the parties commencing or continuing court proceedings. 11.10 Third parties. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 11.11 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England. 11.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).