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Terms and Conditions

The customer’s attention is drawn in particular to clause 10.

1. Interpretation
1.1 Definitions:

  • Business Day a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • Business Hours the period from 9.00 am to 5.00 pm on any Business Day.
  • Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 13.5.
  • Consumer an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession.
  • Contract the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
  • Customer the person or firm who purchases the Goods from the Supplier.
  • Data Protection Legislation all laws applying to the protection of personal data and the privacy of individuals, including the UK GDPR, EU GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
  • Delivery Location has the meaning given in clause 4.2.
  • Delivery Note a note setting out a summary of the Order details, including the number of Goods, the description of the Goods and the weight of the Goods as per clause 4.1.
  • Force Majeure Event an event, circumstance or cause beyond a party’s reasonable control, including but not limited to a shortage of raw materials, delays or failures from the Supplier’s third-party suppliers and/or contractors, and industrial disputes.
  • Goods the goods (or any part of them) set out in the Order.
  • Intellectual Property Rights patents, utility models, rights to inventions, copyright, neighbouring and related rights, moral rights, trademarks, service marks, business names and domain names, rights in get-up, trade dress, goodwill, the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • K2 Base Software the Supplier’s planning tool for the planning of PV projects.
  • K2 Product Catalogue the Supplier’s digital product catalogue available at: K2 Product Catalogue.
  • K2 Warranty the terms and conditions that apply to the warranty of the Goods available at: Warranty Terms and Conditions – K2 Systems.
  • Losses all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).
  • Notice to Terminate written notice terminating the Contract, issued according to the terms of the Contract, by one party to the other.
  • Order the Customer’s order for the Goods, as set out in the Customer’s purchase order or such other form as the Customer may issue in writing.
  • Order Confirmation the document issued by the Supplier confirming the details of the Customer’s order, including Goods description, quantity and price.
  • Supplier K2 SOLAR MOUTNING SOLUTIONS LIMITED (registered in England and Wales with company number 07688136).
  • Supplier Affiliates in relation to the Supplier, any entity that directly or indirectly controls, is controlled by, or is under common control with the Supplier from time to time.
  • Supplier Materials any samples, drawings, copy, illustrations, data, calculations tools, information and all other documents and materials relating to the Goods.
  • Quote the costs of the Goods including freight and packing costs provided by the Supplier upon the Customer’s request.

1.2 Interpretation:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written includes email but excludes fax.

2. Basis of contract
2.1 Unless otherwise expressly agreed in writing, these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, in so far as the provisions can be excluded and permissible by law.
2.2 The Customer’s Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order, and any product specification submitted by the Customer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues the Order Confirmation, at which point, and on which date the Contract shall come into existence.
2.4 The relevant General Terms and Conditions of Use for Entrepreneurs (GCU-E) shall apply to our K2 Base Software.
2.5 By issuing the Order the Customer confirms that it is not a Consumer.
2.6 The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.7 Any samples, drawings, technical data, performance specifications, descriptive matter or advertising produced by or on behalf of the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures (whether digital or otherwise) including the K2 Product Catalogue are produced for the sole purpose of giving an approximate idea of the Goods referred to in them and may be subject to change as information, offers and prices are regularly updated. They shall not form part of the Contract nor have any contractual force, unless expressly agreed in writing by the Supplier.
2.8 A Quote for the Goods given by the Supplier shall not constitute an offer. A Quote shall only be valid for a period of 10 Business Days from its date of issue.

3. Goods
3.1 The Goods are described in the Supplier’s K2 Product Catalogue.
3.2 To the extent that the Supplier provides (or appoints a third party to provide) the Goods in accordance with a specification supplied by the Customer, the Customer shall indemnify the Supplier and the Supplier Affiliates against all Losses incurred by the Supplier as a result of any claim that the Supplier’s use of the specification infringes the Intellectual Property Rights of any third party. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend any specification, make changes to the Goods and the supply and/or delivery of the Goods if required by any applicable law or regulatory requirement, and shall use its reasonable endeavours to notify the Customer in any such event.

4. Delivery
4.1 The Supplier shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a Delivery Note that shows the type and quantity of the Goods (including the code number of the Goods, where applicable);
4.1.2 it is stated on the delivery note, that any damage or faults with the Goods must be reported to the Supplier within 48 hours of receipt of the Goods;
4.1.3 the Order Confirmation refers to how the Supplier’s general and system specific assembly instructions can be obtained; and
4.1.4 if it requires the Customer to return any packaging materials, the Supplier shall notify the Customer and in which case the Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request.
4.2 The Supplier shall deliver the Goods to the location set out in the Order Confirmation (Delivery Location).
4.3 Delivery is completed by the Supplier delivering the Goods to the Delivery Location ready for unloading. Unless otherwise agreed, the Incoterms® 2020 (Delivered at Place) shall apply in relation to delivery and the Customer is responsible for the unloading of the Goods at the Customer’s risk and cost.
4.4 Unless otherwise agreed, if the Customer is not available to unload the Goods at the time of delivery at the Delivery Location:
4.4.1 the Customer must rearrange delivery within 3 days of the original Delivery Date;
4.4.2 the Supplier may store the Goods at the cost of the Customer until re-delivery;
4.4.3 if the Customer fails to rearrange delivery under 4.4.1 or to be available to unload the Goods following an attempt at re-delivery, the Goods shall be returned to the Supplier, and the Supplier shall have title to the Goods. Risk in the Goods shall pass to the Supplier when the Goods arrive at the Supplier’s premises. The Customer shall be responsible for the costs incurred in re-delivery, storage, return delivery (including freight costs) of the Goods to the Supplier and any other related costs; and
4.4.4 the Supplier shall credit the Customer’s account for the value of the Order, less any of the costs incurred. If there is a surplus, this shall be credited to the Customer’s account, but if the costs incurred by the Supplier exceed the value of the credited Order, the Customer shall pay the Supplier any shortfall upon receipt of an invoice for the outstanding amount.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by the following: i) a Force Majeure Event; ii) the Customer being in default of payment; iii) the Customer’s failure to provide the Supplier with adequate delivery instructions or any other information or instructions that are relevant to the supply of the Goods; iv) the Customer’s delay in acceptance of the Order or delivery and v) a request of the Customer to make changes to the Order or delivery.
4.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the reasonable costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event; the Customer’s delay in acceptance of the Order or delivery of the Goods; or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other information or instructions that are relevant to the supply of the Goods.
4.7 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them.
4.8 The Customer is responsible for ensuring it has provided the correct delivery date, as set out in the Order Confirmation. The Supplier may at its sole discretion, and subject to the Customer providing reasonable notice, agree to amend the delivery date. Any additional costs incurred in respect of such change shall be borne by the Customer.
4.9 The Supplier may deliver the Goods by instalments which shall be set out in the Order Confirmation.

5. Customer obligations for Export Control
5.1 The Customer shall comply with all applicable national and international regulations and laws relating to export control when reselling, delivering and transporting the Goods supplied by the Supplier to third parties.
5.2 The Customer must carry out appropriate checks and take the necessary measures to ensure that any transportation of the Goods does not violate any embargo regulations, in particular those stipulated by the United Kingdom, European Union and/or the United States of America, also taking into account any possible circumvention bans.
5.3 The Customer shall comply with the provisions of the United Kingdom, European and United States sanctions lists regarding possible business activities with the organisations, persons and companies listed therein. The Customer shall ensure that the use or transfer of the Goods is not for any prohibited, military or arms-related purposes requiring approval, unless the appropriate necessary permits and consents have been obtained.
5.4 Upon written request by the Supplier, the Customer shall immediately provide the Supplier with all information on the final destination and end recipient of the Goods, together with details of the intended use of the Goods.
5.5 The Customer shall indemnify the Supplier and the Supplier Affiliates on demand for all Losses resulting from any claims relating to any non-compliance of any applicable national and international regulations and laws relating to export control in connection with the Goods.

6. Quality
6.1 The Supplier warrants that on delivery, the Goods shall:
6.1.1 conform in all material respects with their description;
6.1.2 be free from material defects in design, material and workmanship;
6.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
6.1.4 be fit for any purpose held out by the Supplier.
The Supplier reserves the right to make reasonable changes to the Goods and supply and/or delivery of the Goods.
6.2 Subject to clause 6.3, if:
6.2.1 the Customer gives notice in writing to the Supplier within 48 hours of the Goods arriving at the Delivery Location that some or all of the Goods do not comply with the provisions of clause 6.1;
6.2.2 the Customer (if asked to do so by the Supplier in writing) returns such Goods to the Supplier’s place of business at the Customer’s cost; and
6.2.3 the Supplier is given a reasonable opportunity of examining such Goods,
the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the provisions of clause 6.1, repair or replace the defective Goods, or refund the price of the defective Goods in full. If the Customer incurs expenses for the removal of the defective Goods and the installation or mounting of the repaired or replacement Goods, the Supplier shall bear these costs of up to a maximum of 150% of the net price of the defective Goods, subject to receiving satisfactory evidence of the costs from the Customer, such as receipts and invoices.
6.3 The Supplier shall not be liable for the Goods’ failure to comply with the provisions of clause 6.1 if:
6.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
6.3.2 the defect arises because the Customer failed to obtain from the Supplier, or follow, the Supplier’s oral or written instructions as to the storage, commissioning, installation and assembly, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
6.3.3 the Customer alters or repairs such Goods without the written consent of the Supplier;
6.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, use of unsuitable equipment on the Goods, or abnormal storage or working conditions; or
6.3.5 the Goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
The Customer shall be responsible for evidencing that these exclusions do not apply.
6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the provisions of clause 6.1.
6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6.7 End customers of the Supplier may benefit from the K2 Warranty.

7. Title and risk
7.1 The risk in the Goods shall pass to the Customer when the Goods are first delivered to the Delivery Location ready for unloading.
7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums in full.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of first delivery;
7.3.4 assign to the Supplier all insurance claims in respect of the Goods, if the assignment is not permissible, the Customer shall instruct their insurer to make any payment directly to the Supplier;
7.3.5 notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1.3 to clause 11.1.5;
7.3.6 notify the Supplier immediately if any third party seizes the Goods. If the latter occurs, the Customer shall assist the Supplier, at its expense, in exercising the Supplier’s proprietary rights and to recover and take possession of the Goods. If the Goods are not recovered by the Supplier, the Customer shall pay the Supplier the value of the Goods; and
7.3.7 give the Supplier such information as the Supplier may reasonably require from time to time relating to:
7.3.7.1 the Goods;
7.3.7.2 the insurance of the Goods; and
7.3.7.3 the Customer’s ongoing financial position.
7.4 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession and control and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, to recover them. The Customer shall procure entry to any such third party’s premises if requested to do so by the Supplier.

8. Price and payment
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Order is made.
8.2 The Supplier may apply a minimum order surcharge as set out in the Order Confirmation.
8.3 The Supplier may, by giving reasonable notice in writing to the Customer before delivery, increase the price of the Goods provided that such increase is not above 10% of the total value of the Order, to reflect any increase in the cost of the Goods that is due to:
8.3.1 any factor beyond the Supplier’s control (including but not limited to changes in law and regulations, foreign exchange fluctuations, increases in taxes and duties, carriage, freight or shipping costs, insurance costs, and increases in labour, materials and other manufacturing costs);
8.3.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or any specification; or
8.3.3 any delay caused by any instructions of the Customer, or failure of the Customer to give, or delay by, the Customer in giving the Supplier adequate or accurate information or instructions.
8.4 The price of the Goods:
8.4.1 excludes amounts in respect of value added tax (VAT) and any other statutory duties and import costs in the country of delivery, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate; and
8.4.2 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be payable by the Customer.
8.5 The Supplier will invoice the Customer upon the Supplier’s acceptance of the Order pursuant to clause 2.3. The Customer shall pay each invoice submitted by the Supplier:
8.5.1 immediately upon receipt of the invoice; and
8.5.2 in full and in cleared funds to the bank account stated on the invoice from the Supplier,
if it is not otherwise agreed in writing between the parties or set out in the Order Confirmation. Any agreement to an extension or postponement of the delivery will not change these payment terms.
8.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier’s remedies under clause 11:
8.6.1 the Supplier may withhold transportation and delivery of the Goods until payment is received in full; and
8.6.2 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6.2 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Intellectual Property
9.1 The Supplier, Supplier Affiliates and its licensor shall retain ownership in all Intellectual Property Rights in the Goods and Supplier Materials. The Supplier grants to the Customer a non-exclusive, royalty-free, non-transferable and irrevocable licence to use the Supplier Materials for the purposes of receiving and using the Goods in accordance with the Contract. The Customer shall obtain prior written consent from the Supplier before: i) sharing the Supplier Materials with any third party; and/or ii) using the Supplier Materials for the benefit of any third party.

10. Limitation of liability
10.1 The limits and exclusions in this clause 10 reflect reasonable industry limitations. The Customer is responsible for making its own arrangements for the insurance of any excess liability.
10.2 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
10.3 Nothing in the Contract limits any liability for:
10.3.1 death or personal injury caused by negligence;
10.3.2 fraud or fraudulent misrepresentation;
10.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
10.3.4 defective products under the Consumer Protection Act 1987;
10.3.5 any liability that cannot legally be limited; or
10.3.6 the Customer’s payment obligations under the Contract.
10.4 Subject to clause 10.3, the Supplier’s total liability under the Contract to the Customer shall not exceed 200% of the price paid for the Goods in respect of the Order from which the claim arises.
10.5 Subject to clause 10.3, the following types of loss are wholly excluded:
10.5.1 loss of profits (including loss of anticipated savings);
10.5.2 loss of sales or business;
10.5.3 loss of agreements or contracts;
10.5.4 loss of use or corruption of software, data or information;
10.5.5 loss of or damage to goodwill; and
10.5.6 indirect and/or consequential loss.
10.6 Subject to clause 10.3, the Supplier shall not be liable for any Loss caused by false or incorrect static calculations made by K2 Base Software and any related applications in respect of the Customer’s purchase or use of the Goods. The Customer acknowledges that the K2 Base Software and any related applications offer suggested statistical calculations only.
10.7 The Supplier’s Goods are not intended for the following use:
10.7.1 life-support equipment or systems;
10.7.2 nuclear facilities;
10.7.3 military purposes;
10.7.4 aerospace; or
10.7.5 for any other purpose in which failure of the Goods may reasonably be expected to threaten life, cause personal injury or material consequential damage.
10.8 The Customer shall indemnify the Supplier and the Supplier Affiliates on demand against all Losses incurred by the Supplier in connection with the Customer’s use of the Goods for any purpose set out at clause 10.7.
10.9 Unless the Customer notifies the Supplier that it intends to make a claim in connection with the Contract within the notice period, then the Supplier shall have no liability for that claim. The notice period shall start on the day on which the Customer became, or ought reasonably to have become, aware of its having grounds to make a claim and shall expire 3 months from that date. The notice must be in writing and must identify the grounds for the claim in reasonable detail.
10.10 This clause 10 shall survive termination of the Contract.

11. Termination
11.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
11.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of it being notified in writing to do so;
11.1.2 the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
11.1.3 the Customer takes any step or action in connection with it entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.1.4 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.5 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
11.2 Without limiting its other rights or remedies, the Supplier may suspend supply of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.1.3 to clause 11.1.5 in any jurisdiction, or the Supplier reasonably believes that the Customer is about to become subject to any of them. The Supplier may assert its title rights in accordance with clause 7.4.
11.3 The Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier 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 it being notified in writing to do so.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s unpaid invoices and interest due.
11.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

12. Force majeure
12.1 Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event, except for the Customer’s obligation to make payment to the Supplier. If the period of delay or non-performance continues for 30 days, either party may terminate the Contract by giving not less than 30 days’ written notice to the affected party.
12.2 If the Force Majeure Event occurs as a consequence of the Supplier’s contractors or suppliers failing to provide the required services or products required for the Supplier’s procurement of the Goods to the Customer in accordance with the Contract, the Supplier may terminate the Contract upon written notice and provide a refund for any Goods which the Supplier has received payment for but which it has not supplied to the Customer.

13. General
13.1 Assignment and other dealings.
13.1.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives written notice of such dealing to the Customer.
13.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
13.2 Data Protection
13.2.1 We process personal data in accordance with Data Protection Legislation and our privacy policy available here: https://k2-systems.com/en/privacy-policy/.
13.3 Confidentiality
13.3.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3.2.
13.3.2 Each party may disclose the other party’s confidential information:
13.3.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and
13.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3.3 The Supplier may disclose the Customer’s confidential information to the Supplier Affiliates, provided that the Supplier Affiliates complies with the confidential obligations of this clause 13.3.
13.3.4 Neither party may use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13.4 Entire agreement.
13.4.1 The Contract constitutes the entire agreement between the parties.
13.4.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver.
13.6.1 Except as set out in clause 2.6, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
13.6.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 13.7, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.8 Notices.
13.8.1 A notice, including a Notice to Terminate, given to a party under or in connection with the Contract shall be in writing and shall be:
13.8.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
13.8.1.2 sent by email:
(a) to the following email address of the Supplier (or an address substituted in writing by the Supplier): sales@k2-systems.uk.com.
(b) to the email address of the Customer that is used as the main point of email correspondence with the Supplier (or an address nominated in writing by the Customer).
13.8.2 Any notice shall be deemed to have been received:
13.8.2.1 if delivered by hand, at the time the notice is left at the proper address; or
13.8.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
13.8.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
13.8.3 A Notice to Terminate given to a party under or in connection with the Contract must be made by a senior authorised representative of the terminating party.
13.8.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.9 Third party rights.
13.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.10 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
13.11 Jurisdiction. 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.

Version 1 (stand: 05.February 2026)