1. “Collection Depot” means such location as we advise you in writing prior to our delivery of the Containers.

   “Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with Clause 14.1.

   “Containers” means the shipping containers set out in the Order or the Sale Back Offer, as the case may be.

   “Contract” means the contract between you and us for the sale and purchase, or hire, of the containers in accordance with these Conditions.

   “Customer” means the person or firm who buys or hires the Containers from us, or sells back to us, Containers it had previously purchased from us.

   “Order” means your order for the Containers, as set out in our or your house order form, your written acceptance of our quotation, or as otherwise sent by you to us in writing.

   “Redelivery Period” means such period as we may advise you in writing.

   “Rental Payments” means the payment made by you or on your behalf for hire of the Containers.

   “Rental Period” means the period of hire as set out in Clause 7.2.1.

2. In these Conditions, the terms “we,” “us,” and “our” refer to Lotus Containers GmbH, Lotus Containers Inc and LOTUS Containers Limited, as appropriate. The terms “you” and “your” refer to the person or firm who buys or hires Containers from us, or sells them back to us. For other definitions, see Clause 11.

1. In addition to these Terms and Conditions, we may enter into a Term Sheet with you. A Term Sheet is a framework agreement we may enter into which describes in more detail the terms and conditions under which we contract with you. These General Terms and Conditions shall always form a part of the Term Sheet. Where a Term Sheet has been agreed between us, you will still need to place a specific Order and the details of any sale or lease such as, but not limited to, available quantities and prices, will have to be agreed between us.

2. Purchase or Hire Orders.

   1. You may make an Order to buy or hire Containers from us. The Order is as set out in our or your house order form, your written acceptance of our quotation, or as otherwise sent by you to us in writing.

   2. An Order constitutes an offer by you to buy or hire Containers from us in accordance with these Conditions. You must ensure that the terms of the Order are complete and accurate.

   3. We may accept or decline an Order at our absolute discretion. An Order will only be deemed to be accepted on the earlier of:

      1. our written acceptance, or

      2. our delivery of the Containers, at which point and on which date the Contract will come into existence.

3. Sale Back Offers.

   1. You may make a Sale Back Offer to sell back to us Containers that you have previously bought from us, or will buy from us. The Sale Back Offer is as set out in our or your house order form, your written acceptance of our quotation, or as otherwise sent by you to us in writing.

   2. A Sale Back Offer may be contained in the same written document as an Order.

   3. A Sale Back Offer constitutes an offer by you to sell Containers to us in accordance with these Conditions. You must ensure that the terms of the Sale Back Offer are complete and accurate.

   4. We may accept or decline a Sale Back Offer at our absolute discretion. A Sale Back Offer will only be deemed to be accepted on our written acceptance, at which point and on which date the Contract will come into existence.

4. Applicability.

   These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are not compulsorily implied by law, trade custom, practice or course of dealing. You waive any right you might have to rely on any term endorsed upon, delivered with or contained in any document of yours that is inconsistent with these Conditions.

5. Descriptions.

   Any drawings, descriptive matter or advertising produced by or on behalf of us and any descriptions or illustrations contained in our catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the containers referred to in them. They will not form part of the Contract nor have any contractual force.

6. Our Quotes.

   A quote given by us for the sale or hire of the Containers does not constitute an offer. It is an invitation to treat that is valid for a period of forty-eight (48) hours from the time of issue.

7. Availability.

   Containers ordered from us are subject to availability. Any quantity of containers stated in the Order or any quote from us will not form part of the Contract nor have any contractual force until a Contract comes into existence under Clause 2.2.3 or Clause 2.3.4.

1. When You Buy or Hire.

   Any details of the Containers communicated to you are given only for the purposes of identifying the Containers and do not make the Contract a sale or lease by description. We sell or lease the Containers “as seen”. We make no representations and give no warranties as to the quality, condition, state or description of the Containers, or their fitness or suitability for any purpose. All implied statutory or common law terms, conditions and warranties as to the Containers are excluded to the fullest extent permitted by law.

2. When You Sell.

   When you sell back to us Containers that you have previously bought from us:

   1. you must ensure that:

      1. they correspond with their description;

      2. they are of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by us or made known to you by us expressly or by implication, and in this respect we rely on your skill and judgement;

      3. they comply with all applicable statutory and regulatory requirements relating to the labelling, packaging, storage, handling and delivery of goods;

      4. they are water-tight;

      5. you provide full and complete service documentation in relation to any refrigeration equipment with the Containers, and such equipment is safe to operate;

      6. any fixtures and fittings (including without limitation electrical items) are in a safe and operable condition;

      7. the door gear and seals on the Containers are fully operable; and

      8. the Containers are freely accessible and able to be collected.

   2. we may inspect and test the Containers at any time before or after collection.

1. When You Buy or Hire.

   1. When you buy or hire Containers, you must collect them from the Collection Depot within 7 days of us notifying you that the Containers are ready for collection. You must give us 24-hours’ written notice before you collect the Containers. Delivery from us to you is completed when the Containers interchange receipt is issued for the Containers to leave the Collection Depot. Any dates we quote for our delivery are approximate only, and the time of delivery from us to you under this Clause 4.1 is not of the essence. We will not be liable for any delay in delivery of the Containers caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Containers.

   2. If you fail to take delivery of leased or sold Containers within 7 days of the issue of a container release order, the Containers will be deemed to have been delivered at midnight on the seventh day, and we may at our absolute discretion do the following:

      1. sell or otherwise dispose of the Containers; or

      2. store the Containers until actual delivery takes place, and, without limiting our rights, charge fees for the Container as if the leasing period had commenced; and

      3. charge you for all related costs and expenses of your failure to take delivery (including insurance).

2. When You Sell.

   1. When you sell back containers that you have previously purchased from us, you must deliver them to the Redelivery Depot in the Redelivery Period. Time of delivery from you to us under this Clause 4.2 is of the essence. You must give 30 days’ notice prior to delivery. Delivery from you to us is completed when the Containers interchange receipt is issued for the Containers to enter the Redelivery Depot.

   2. If you deliver more or less than the quantity of Containers ordered, and we accept the delivery, a pro rata adjustment will be made to the invoice for the Containers.

   3. If the Containers are not delivered in the Redelivery Period, or do not comply with the undertakings set out in Clause 3.2.1, then, without limiting any of our other rights or remedies, and whether or not we have accepted the Containers, we may:

      1. make an equitable reduction to the Buyback Price to reflect the non-conformance or non-compliance; or

      2. reject the Goods (in whole or in part) and return them to you at your own risk and expense; or

      3. terminate the Contract.

1. When You Buy.

   When you buy Containers from us, the risk in the Containers will pass to you on completion of delivery under Clause 4.1.

2. When You Hire.

   1. When you hire Containers from us, the risk in the Containers will pass to you on completion of delivery under Clause 4.1. The Containers will remain at your sole risk during the Risk Period until such time as we retake possession of the Containers.

   2. During the Risk Period, you must, at your own expense, obtain and maintain the following insurances:

      1. insurance of the Containers to a value not less than their full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as we may from time to time advise to you;

      2. insurance for such amounts as a prudent owner or operator of the Containers would insure for, or such amount as we may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Containers; and

      3. insurance against such other or further risks relating to the Containers as may be required by law, together with such other insurance as we may from time to time consider reasonably necessary and advise to you.

   3. All insurance policies procured by you will be endorsed to provide us with at least 30 days prior written notice of cancellation or material change (including but not limited to any reduction in coverage or policy amount). All insurance policies must at our request name us on the policies as a loss payee in relation to any claim relating to the Containers. You are responsible for paying any premiums and deductibles due on any claims under such insurance policies.

   4. If you fail to effect or maintain any of the insurances required under these Conditions, we will be entitled to effect and maintain the same, pay such premiums and deductibles as may be necessary for that purpose and recover the same as a debt due from you.

   5. You must, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to us as well as proof of premium payment to confirm the insurance arrangements.

   6. You must give immediate written notice to us in the event of any loss, accident or damage to the Containers arising out of or in connection with your possession or use of them.

3. When You Sell Back.

   When you sell back Containers to us, the risk in the Containers will pass to us on completion of redelivery by you under Clause 4.2.1.

1. When You Buy.

   1. When you buy Containers, title to the Containers will not pass to you until we receive payment in full (in cash or cleared funds).

   2. Until title to the Containers has passed to you, you must:

      1. store the Containers separately from all other property held by you so that they remain readily identifiable as our property;

      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Containers;

      3. maintain the Containers in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

      4. notify us in writing immediately if you become subject to any of the events listed in Clause 10.1.2 to Clause 10.1.4; and

      5. give us such information as we may reasonably require from time to time relating to the Containers.

   3. At any time before title to the Containers passes to you, we may require you to deliver up all the Containers in your possession and control, and if you fail to do so promptly, enter any of your premises or the premises of any third party where the Containers are stored, to recover them.

2. When You Hire.

   When you hire Containers, they will always remain our property and you will have no right, title or interest in or to the Containers (save the right to possession and use of the Containers subject to the terms and conditions outlined herein).

3. When You Sell Back.

   When you sell back to us Containers that you have previously purchased from us, the title to the Containers will pass back to us on completion of redelivery by you under Clause 4.2.1.

1. When You Buy.

   1. When you buy Containers, the price of the Containers will be the price set out in the Order. If no price is quoted in the Order, the price will be the price quoted in the Term Sheet.

   2. We may, by giving notice to you at any time before delivery, increase the price of the Containers to reflect any increase in the cost of the Containers that is due to:

      1. any factor beyond our control (including foreign exchange fluctuations, increases in taxes, tariffs and duties, and increases in labour, materials and other manufacturing costs);

      2. any request by you to change the delivery date(s), quantities or types of Containers ordered; or

      3. any delay caused by any instructions issued by you or failure or delay by you to provide adequate or accurate information or instructions.

   3. The price of the Containers excludes amounts in respect of value added tax (VAT), which you will pay to us at the prevailing rate.

   4. You must pay each invoice submitted by us:

      1. in the time period specified in the invoice; and

      2. in full and in cleared funds to a bank account nominated in writing by us.

   5. Time for payment is of the essence of the Contract.

   6. All amounts due to us under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

2. When You Hire.

   1. When you hire Containers, the Rental Period starts on the completion of delivery under Clause 4.1.1 and continues, unless the Contract is terminated earlier in accordance with Clause 10 or Clause 11, until the date quoted in the Order, or if no date is quoted in the Order, the dated quoted in the Term Sheet, or if no date is quoted in the Term Sheet, the date we advise to you in writing.

   2. You must pay the Rental Payments to us on the terms of the payment schedule stated in the relevant Term Sheet. If no Term Sheet is issued, you must pay the Rental Payments on the terms of the payment schedule communicated to you by us in writing. If not written payment schedule is communicated, you must pay the Rental Payments on a monthly basis throughout the Rental Period.

   3. You will pay the Rental Payments in the currency stated in the invoice and in cleared funds to the bank account nominated by us.

   4. The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which will be payable by you at the rate and in the manner from time to time prescribed by law.

3. When you Sell Back.

   1. When you sell back Containers, the price of the Containers will be the Buyback Price quoted in the Sale Back Offer. If no Buyback Price is quoted in the Sale Back Offer, the price will be the Buyback Price quoted in the Term Sheet. If no Buyback Price is quoted in the Sale Back Offer or the Term Sheet, the Buyback Price will be as advised to you by us in writing.

   2. No extra charges will be effective unless agreed in writing with us.

   3. You may invoice us for the Buyback Price plus VAT at the prevailing rate (if applicable) on or at any time after the completion of redelivery under Clause 4.2.1. You will ensure that the invoice includes the date of the Order, the invoice number, your VAT registration number and any supporting documents that we may reasonably require.

   4. We will pay correctly rendered invoices within 60 days of receipt of the invoice. We will make payment into the bank account nominated in writing by you.

   5. We may at any time, without notice to you, set off any liability of ours to you against any liability of yours to us, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by us of our rights under this Clause does not limit or affect any other rights or remedies available to us under the Contract or otherwise.

4. Interest.

   If you fail to make a payment due to us under the Contract by the due date, then without limiting our remedies under Clause 10, we will charge you interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 7.4 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%.

1. Obligations.

   When you hire Containers, you must during the term of the Contract:

   1. maintain the Containers in good and substantial repair in order to keep them in as good an operating condition as they were on delivery (fair wear and tear only excepted) including replacement of worn, damaged and lost components

   2. not remove, alter, hide or obliterate any of the Containers’ unique identification marks and numbers in any way;

   3. not without the prior written consent of the Lessor, part with control of the Containers (including for the purposes of repair or maintenance), sell or offer for sale, lease or lend the Containers or allow the creation of any mortgage, charge, lien, encumbrance or other security interest in respect of them;

   4. not suffer or permit the Containers to be confiscated, seized or taken out of your possession or control under any arrest, distress, execution or other legal process. Should the Containers nevertheless be so confiscated, arrested, seized or taken, you must notify us immediately and you must at your sole expense use your best endeavours to procure an immediate release of the Containers and must indemnify us on demand against all losses, costs, charges, damages and expenses reasonably incurred as a result of such confiscation;

   5. deliver up the Containers at the end of the Rental Period at such depot as agreed with us in writing or otherwise as we require, or if necessary, allow us or our representatives access to any premises where the Containers are located for the purpose of removing the Containers;

   6. not do or permit to be done anything which could invalidate the insurances referred to in Clause 5.2.

2. Indemnity.

   You acknowledge that we will not be responsible for any loss of or damage to the Containers arising out of or in connection with any negligence, misuse, mishandling of the Containers or otherwise caused by your or your officers, employees, agents and contractors, and you will indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of, or in connection with any failure by you to comply with your obligations in this Clause 8.

1. Insurance basis.

   The limits and exclusions in this Clause 9 reflect the insurance cover we have been able to arrange. You are responsible for making your own arrangements for the insurance of any excess liability.

2. Meaning of liability.

   References to liability in this Clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

3. Failure to Deliver.

   Where you buy Containers, if we fail to deliver the Containers, our liability is limited to the costs and expenses incurred by you in obtaining replacement containers of a similar description and quality in the cheapest market available, less the price of the Containers. We will not be liable for any failure to deliver the Containers that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Containers.

4. Total Liability.

   Our total liability to you may never exceed USD 1 milion

5. Exclusions.

   Our liability for the following types of loss is wholly excluded:

   1. loss of profits (including loss of anticipated savings);

   2. loss of sales or business;

   3. loss of agreements or contracts;

   4. loss of use;

   5. loss of or damage to goodwill; and

   6. indirect or consequential loss.

6. Survival.

   This Clause 9 will survive the termination of the Contract.

1. Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:

   1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within seven (7) days of being notified in writing to do so;

   2. you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with 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 your assets or ceasing to carry on business;

   3. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;

   4. your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of the Contract is in jeopardy.

2. Without limiting our other rights or remedies, we may suspend the supply of the Containers under the Contract or any other contract between you and us if you become subject to any of the events listed in Clause 10.1.2 to Clause 10.1.4, or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under the Contract on the due date for payment.

3. Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.

4. On termination of the Contract for any reason you must immediately pay to us all our unpaid invoices and interest and, in respect of Containers supplied but for which no invoice has been submitted, we will submit an invoice, which you must pay immediately on receipt.

5. Termination of the Contract, however arising, will not affect any of our 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.

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 will remain in full force and effect.

1. Definitions – “Force Majeure” means the occurrence of an event or circumstance as defined in (11.2) below (“Force Majeure Event”) that prevents either you or us from performing one or more of your or our contractual obligations (“the Affected Party”), provided that the Affected Party proves:

   1. the existence of a Force Majeure Event;

   2. that such Force Majeure Event is beyond its reasonable control;

   3. that the Force Majeure Event could not reasonably have been foreseen at the time of the conclusion of the contract; and

   4. that the effects of the Force Majeure Event could not reasonably have been avoided or overcome by the Affected Party.

2. Force Majeure Events – For the purpose of this Clause the following shall be Force Majeure Events:

   1. actual, threatened or reported war, act of war, civil war or hostilities; revolution; rebellion; civil commotion; warlike operations; laying of mines;

   2. act of piracy and/or violent robbery and/or capture/seizure; act of terrorists; act of hostility or malicious damage;

   3. blockade, generally imposed trade restriction, embargo;

   4. act of government or public authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation;

   5. plague, epidemic, pandemic;

   6. act of God, natural disaster or extreme natural event such as earthquake, landslide, flood, or extraordinary weather condition;

   7. explosion; fire; destruction of equipment; destruction of port facilities; obstruction of waterways; cyber security incident; break-down of transport, communication, information system or power supply; in each case unless caused by negligence of the Affected Party;

   8. ionising radiation or contamination by radioactivity, chemical or biological contamination;

   9. general labour disturbance such as boycott, strike and lock-out, occupation of factories and premises; in each case unless limited to the employees of the Affected Party or a third party engaged by it;

   10. substantial price escalation of, or a shortage of, third party containers;

   11. any other similar event or circumstance unless caused by negligence of the Affected Party.

3. Notices and Mitigation – If you or we are the Affected Party, then:

   1. the Affected Party must give written notice of the Force Majeure without delay to the other party identifying the relevant Force Majeure Event and its anticipated effect on the performance of one or more of its contractual obligations;

   2. the Affected Party must exercise reasonable endeavours to minimise the effect of the Force Majeure Event upon its performance of the contract and provide any relevant information and documentation to the other party in relation to the Force Majeure and the measures taken; and

   3. the Affected Party must notify the other party as soon as the Force Majeure Event ceases to prevent performance of its contractual obligations.

4. Cooperation – You and we shall cooperate to minimise the effects of the Force Majeure on performance of the contract and we shall discuss in good faith alternative ways in which the contract can be performed and/or the effect of the Force Majeure minimised.

5. Non-liability for breach – Neither you nor we shall be considered in breach of contract nor liable in damages for delay in or for non-performance of one or more of its contractual obligations to the extent caused by the Force Majeure from the time a valid notice under Subclause 11.3.1 was given.

6. Continuing payment obligations – Nothing in this Clause shall impact on either your or our payment obligations under the contract unless those payment obligations are directly affected by the Force Majeure.

7. Termination – Where a valid notice has been given in accordance with Subclause 11.3.1 above and the Force Majeure has the effect of:

   1. rendering the performance of the contract impossible, illegal or radically different from what was intended at the time of the conclusion of the contract; or

   2. substantially affecting the performance of the contract as a whole and the duration of the Force Majeure exceeds three (3) months from the time notice was given,

   then either you or we may terminate the contract by written notification to the other party within a reasonable period.

   If the contract is terminated under this Subclause 11.7, both you and we shall be discharged from future obligations only, and neither party may claim damages for the other’s future non-performance. All unaffected obligations must still be performed up to the date of termination. Any sums paid in advance that are not earned or due must be refunded, unless the contract or applicable law provides otherwise. Nothing in this Clause limits any other termination rights you or we may have under this contract or at 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 is governed by and construed in accordance with the law of England and Wales.

1. Any dispute arising out of or in connection with this Contract must be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof, save to the extent necessary to give effect to the provisions of this Clause. The seat of the arbitration will be England, even where the hearing takes place outside England.

2. The arbitration will be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

3. The reference will be to three arbitrators, one to be appointed by each of us and the third, subject to the provisions of the LMAA Terms, by the two so appointed. If you or we wish to refer a dispute to arbitration, you/we must appoint an arbitrator and send written notice of such appointment to the other, requiring the other to appoint its own arbitrator within 14 calendar days of that notice. That notice must also state that the appointing party will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice within the specified 14-day period, the party referring the dispute to arbitration may, without any further prior notice, appoint its arbitrator as sole arbitrator and must advise the other party accordingly. The award of a sole arbitrator will be binding on both you and us as if the arbitrator had been appointed by agreement.

4. Nothing herein prevents you and us from agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

5. In cases where neither the claim nor any counterclaim exceeds the sum of USD 100,000 (or such other sum as you and we may agree), the arbitration will be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

6. In cases where the claim or any counterclaim exceeds the sum agreed for the LMAA Small Claims Procedure and neither the claim nor the counterclaim exceeds the sum of USD 400,000 (or such other sum as you and we may agree), you and we may further agree that the arbitration will be conducted in accordance with the LMAA Intermediate Claims Procedure current at the time when the arbitration proceedings are commenced. Where the reference is to three arbitrators, the procedure for making appointments will be in accordance with the procedure for full arbitration stated above.

1. Assignment and other dealings.

   1. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract, provided that we give prior written notice of such dealing to you.

   2. You must not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract.

2. No Waiver.

   You agree that no waiver of any breach or default under this Contract by us will be considered a waiver of any prior or future breaches or defaults. If we fail to enforce any provision of this Contract, this will not constitute a waiver of that provision or any other provision of the Contract.

3. Sanctions.

   1. You agree to comply with all applicable sanctions laws and regulations set by the United Nations, the United States, the European Union, or any other relevant governmental or international authority. You will not engage in any transaction or activity that is prohibited by these laws, and you will ensure that your operations stay in compliance with these regulations throughout the term of this Contract.

   2. You agree to indemnify and hold us harmless from any and all losses, damages, and liabilities arising from any violation by you of applicable sanctions laws. This includes any penalties or fines imposed by any governmental or international authority due to your failure to comply with sanctions regulations during the term of this Contract.

4. Entire agreement.

   1. The Contract constitutes the entire agreement between you and us.

   2. Both we and you acknowledge that in entering into the Contract neither we nor you rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Both you and we agree that neither of us has a claim for innocent or negligent misrepresentation based on any statement in the Contract.

5. Variation.

   No variation of the Contract will be effective unless it is in writing and signed by both you and us (or their authorised representatives).

6. Severability.

   If any part of the Contract is or becomes unenforceable for any reason, it will be deemed deleted. The rest will remain fully enforceable.