Terms and Conditions of Sale

O2 Agri Limited Terms and Conditions of Sale.

Hyperoxygenation water treatment units for poultry drinking systems.

1. INTERPRETATION

1.1 In these Conditions:

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commissioning means completion of start-up and testing demonstrating that the Equipment is capable of operating in accordance with the Specification.

Company means O2 Agri Limited (registered in England and Wales under company number 13639197).

Conditions means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company.

Contract means the contract for the purchase and sale of the Equipment and/or performance of the Services, comprising the accepted order, these Conditions, any quotation accepted by the Customer, any documents expressly incorporated by reference, and any schedules or appendices.

Customer means the person who accepts a quotation of the Company for the sale of the Equipment and/or performance of the Services and/or whose order for Equipment and/or Services is accepted by the Company.

Delivery has the meaning given in Condition 5.4.

Designs means any designs, drawings, plans, data or other information relating to the Equipment.

Digital Services means any software, mobile application, web portal, cloud-based platform, remote monitoring system, data analytics service, application programming interface (API) or other digital service made available by the Company from time to time.

Force Majeure Event means any event beyond the reasonable control of the affected party including acts of God, flood, drought, epidemic, pandemic, war, terrorism, labour disputes, interruption of utilities or transport networks, and governmental restrictions.

Equipment means the hyperoxygenation water treatment unit, together with any accessories, replacement parts, software, manuals, documentation and other goods supplied by the Company pursuant to the Contract.

Intellectual Property means all inventions, patents, utility models, designs (both registered or unregistered and including rights relating to semi-conductor topographies), database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.

Performance Agreement means a separate written agreement signed by both the Company and the Customer setting out any specific performance outcomes, guarantees or performance-related commitments in relation to the Equipment and/or Services.

Services means the Service(s) (including any parts of the Service) which the Company is to supply in accordance with these Conditions.

Specification means the technical specification for the Equipment supplied or published by the Company and as amended by the Company from time to time.

System means the poultry drinking water system, drinking lines, tanks, pumps, dosing equipment and associated infrastructure into which the Equipment is installed or with which it interacts.

1.2 In these Conditions:

(a) references to a person include an individual, company, partnership, body corporate, association and governmental authority;

(b) a reference to legislation is a reference to that legislation as amended, extended or re- enacted from time to time;

(c) (d) (e) headings are for convenience only and shall not affect interpretation; words in the singular include the plural and vice versa; and references to writing include email but exclude text messages and instant messaging platforms unless otherwise agreed.

1.3 These Conditions and the purchase of the Equipment and/or Services is strictly for business customers only. The Customer acknowledges that it is acting in the capacity of its business and not as a consumer. The Company will not sell or provide the Equipment and/or Services to consumers.

2. BASIS OF CONTRACT

2.1 The Customer’s order, or the Customer’s acceptance of a quotation for Equipment and/or Services by the Company, constitutes an offer by the Customer to purchase the Equipment and/or Services specified in it on the Conditions. No offer placed by the Customer shall be accepted by the Company other than:

2.1.1 by a written order confirmation or acceptance issued and executed by the Company’s authorised representative; or

2.1.2 (if earlier) by the Company delivering the Equipment and/or commencing performance of the Services, at which point the Contract shall come into existence.

2.2 The Conditions will apply to and be incorporated into the Contract and shall prevail over any terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation or specification, or any inconsistent terms or conditions implied by law, trade custom, practice or course of dealing.

2.3 Quotations are given by the Company on the basis that no contract shall come into existence except in accordance with Condition 2.1. Any quotation is valid for a period of 30 days from its date, provided that the Company has not previously withdrawn it.

2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document issued by the Company may be corrected by the Company at any time, provided that such correction does not materially alter the nature of the Contract.

2.5 Where the Customer and the Company enter into a Performance Agreement in relation to the Equipment and/or Services, such Performance Agreement shall only form part of the Contract where it is in writing and signed by authorised representatives of each party.

2.6 In the event of any conflict or inconsistency between the terms of a Performance Agreement and these Conditions, the Performance Agreement shall prevail solely in relation to the specific performance outcomes, guarantees or performance-related commitments expressly stated in that Performance Agreement.

3. ORDERS AND SPECIFICATIONS

3.1 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Equipment and/or Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

3.2 The quantity, quality, description and Specification of the Equipment shall be those set out in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company).

3.3 The description and scope of the Services shall be those set out in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company).

3.4 The Company reserves the right to make any changes in the specification of the Equipment which are required to conform with any applicable safety or other regulatory requirements, or which do not materially affect their quality or performance.

3.5 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company for all reasonable losses, costs and expenses incurred by the Company arising from the cancellation (including the cost of all labour and materials used).

3.6 The Company reserves the right to terminate or suspend the Customer’s order for the Equipment and/or Services at any time prior to Delivery, and without liability to the Customer, where:

(a) the Customer breaches any term of the Contract;

(b) the Customer becomes insolvent or appears likely to become insolvent;

(d) the Company reasonably believes that continuing performance would expose the Company to legal, regulatory or health and safety risk.

4. COMPANY DESIGNS AND INTELLECTUAL PROPERTY

4.1 Any Designs, software, firmware, manuals, technical documentation, know-how or other materials supplied by the Company to the Customer, or specifically produced by the Company for the Customer in connection with the Contract, together with all Intellectual Property rights in such materials, shall remain the exclusive property of the Company.

4.2 The Customer shall not copy, reproduce, disclose to any third party or use any such materials except to the extent reasonably necessary for the installation, operation and maintenance of the Equipment.

4.3 No Intellectual Property rights are transferred to the Customer under the Contract except for the limited right to use the Equipment for its intended purpose.

5. DELIVERY

5.1 Any dates quoted for Delivery of the Equipment and/or performance of the Services are estimates only and the Company shall not be liable for any delay in Delivery or performance howsoever caused. Time for Delivery and/or performance shall not be of the essence unless expressly agreed by the Company in writing. Where Delivery and/or performance is agreed to be made within a specified period, that period shall only commence once the Company has received all information, approvals, permissions and Designs reasonably requested from the Customer. The Company may deliver the Equipment and/or perform the Services in advance of any estimated Delivery or performance date upon giving reasonable notice to the Customer.

5.2 The Customer shall provide the Company with all necessary access, facilities and assistance required to enable Delivery and performance of the Services.

5.3 If the Customer fails to take Delivery of the Equipment or fails to provide adequate delivery instructions, access or assistance, the Company may:

(a) store the Equipment until actual Delivery takes place and charge the Customer for all related storage, insurance and handling costs; and/or

(b) invoice the Customer for the Equipment as if Delivery had occurred.

5.4 Delivery of the Equipment shall be deemed to occur when the Equipment is made available for unloading at the agreed delivery location.

5.5 The Company may deliver the Equipment in instalments. Each instalment shall constitute a separate contract and any delay or defect in one instalment shall not entitle the Customer to cancel any other instalment.

5.6 The Customer shall inspect the Equipment immediately upon Delivery and shall notify the Company in writing within 5 Business Days of any shortage, damage or visible defect, failing which the Equipment shall be deemed accepted.

6. RISK AND TITLE TO EQUIPMENT

6.1 Risk in the Equipment shall pass to the Customer upon Delivery.

6.2 Notwithstanding Delivery and the passing of risk in the Equipment, title to the Equipment shall not pass to the Customer until the Company has received payment in full in cleared funds for:

(a) the Equipment and Services supplied under the Contract; and

(b) all other sums due from the Customer to the Company on any account.

The Company may apply any payment received from the Customer against any amount owing by the Customer to the Company regardless of any purported allocation by the Customer.

6.3 Until title to the Equipment has passed to the Customer, the Customer shall:

(a) hold the Equipment as the Company’s fiduciary agent and bailee;

(b) keep the Equipment identified as the property of the Company and, where reasonably practicable, separate from any goods belonging to the Customer or any third party;

(c) keep the Equipment properly stored, protected and insured for its full replacement value against all usual risks to the reasonable satisfaction of the Company;

(d) not remove, deface or obscure any identifying mark, serial number or packaging relating to the Equipment; and

(e) maintain the Equipment in satisfactory condition.

6.4 Until title to the Equipment has passed to the Customer, the Customer may use the Equipment in the ordinary course of its business provided that such use does not prejudice the Company’s ownership rights in the Equipment.

6.5 The Customer shall not sell, assign, pledge, charge, grant any security interest over, or otherwise encumber the Equipment until title has passed to the Customer.

6.6 The Customer shall not remove, dismantle, materially modify, relocate or otherwise deal with the Equipment in a manner that prevents or materially impairs its identification or recovery by the Company until title has passed to the Customer.

6.7 Until title to the Equipment has passed to the Customer, and provided that the Equipment remains identifiable, the Company may at any time require the Customer to deliver up the Equipment to the Company.

6.8 If the Customer fails to comply with Condition 6.7, or if the Company reasonably believes that the Customer is insolvent or is likely to become insolvent, the Company may enter, with or without vehicles, any premises of the Customer or any third party where the Equipment is located for the purpose of inspecting, recovering or repossessing the Equipment.

6.9 The Customer shall provide the Company with such access, information and assistance as may reasonably be required to exercise its rights under this Condition 6.

6.10 Where the Equipment is installed within or connected to the System before title has passed, the Customer shall ensure that the Equipment remains readily identifiable as the property of the Company and shall not take any action that would prevent or materially hinder its removal and recovery by the Company.

6.11 The rights and remedies of the Company under this Condition 6 shall be in addition to, and shall not limit, any other rights or remedies available to the Company under the Contract or at law.

7. INSTALLATION AND OPERATION

7.1 The Equipment shall be installed, Commissioned, operated, maintained and serviced strictly in accordance with the Company’s instructions, recommendations and any operating manuals supplied by the Company from time to time.

7.2 The Customer shall be solely responsible for ensuring that:

(a) the System is suitable for installation and operation of the Equipment;

(b) the water supply, water quality, pressure, flow rate and any other relevant specifications meet the Company’s requirements;

(c) all electrical supplies, connections and installations comply with all applicable laws, regulations and industry standards;

(d) the installation location provides adequate access, environmental conditions and utilities necessary for the Equipment to operate safely and effectively; and

(e) all necessary permissions, approvals and consents required for installation and operation of the Equipment have been obtained.

7.3 The Company shall not be liable for any defect, failure, damage, reduced performance or inability of the Equipment to achieve any particular outcome arising from:

(a) the condition, design, operation or maintenance of the System;

(b) inadequate or unsuitable water quality, water supply, electrical supply or site conditions;

(d) misuse, neglect, improper operation or unauthorised modification of the Equipment; or

(e) the Customer’s failure to comply with the Company’s instructions or recommendations.

7.4 The Customer shall ensure that all personnel who install, operate, monitor or maintain the Equipment are appropriately trained and competent to do so and shall comply with all operating instructions provided by the Company.

7.5 Improper installation, operation, maintenance, modification or use of the Equipment may result in the suspension or invalidation of any warranty provided by the Company.

7.6 Where installation, Commissioning or related Services are provided by the Company, the Customer shall provide all reasonable cooperation, access, facilities, utilities and assistance required to enable the Company to perform those Services.

7.7 Customer Acceptance Testing

(a) Where installation or Commissioning Services are provided by the Company, the Customer shall have ten (10) Business Days following completion of Commissioning to notify the Company in writing of any material non-conformity of the Equipment with the Specification.

(b) Any notice issued under Condition 7.7(a) shall provide reasonable details of the alleged non-conformity.

(c) The Company shall be given a reasonable opportunity to inspect and, where appropriate, remedy any proven non-conformity.

(d) If the Customer fails to notify the Company in accordance with Condition 7.7(a), the Equipment shall be deemed accepted by the Customer.

(e) Use or operation of the Equipment after expiry of the acceptance period shall constitute acceptance of the Equipment.

7.8 Except where expressly stated in a Performance Agreement, the Company does not warrant or guarantee that the Equipment will achieve any particular level of water quality, flock performance, mortality reduction, disease reduction, feed conversion ratio improvement, productivity increase, economic benefit or other operational outcome.

8. PERFORMANCE AND SCIENTIFIC CLAIMS

8.1 The Equipment is designed to increase dissolved oxygen levels within poultry drinking water systems when installed, operated and maintained in accordance with the Company’s instructions and specified operating parameters.

8.2 The performance of the Equipment may vary depending on a range of factors outside the Company’s reasonable control, including:

(a) water quality;

(b) water temperature;

(d) the design, condition and maintenance of the System;

(e) environmental and operating conditions;

(f) management practices; and

(g) any treatment regimes, additives or equipment used by the Customer.

8.3 Except where expressly stated in a Performance Agreement, the Company does not warrant or guarantee:

(a) any specific flock performance outcome;

(b) improvements in growth rates;

(d) reductions in mortality rates;

(e) disease prevention or reduction;

(f) increased production yields;

(g) economic savings or financial returns; or

(h) any other biological, operational or commercial outcome.

8.4 Any performance data, test results, calculations, projections, estimates, recommendations or other information supplied by the Company are provided for guidance purposes only and shall not constitute a warranty, representation or guarantee of performance.

8.5 Any statements, publications, trial results, case studies, technical reports, marketing materials or other information provided by the Company regarding the Equipment are intended solely for informational purposes.

8.6 Such information may be based upon specific operating conditions, testing environments, assumptions, water characteristics and management practices which may not be representative of the Customer’s circumstances.

8.7 The Company does not warrant that identical, comparable or similar results will be achieved by the Customer and makes no guarantee regarding flock health, flock performance, productivity, disease reduction, mortality rates or economic outcomes except where expressly set out in a Performance Agreement.

8.8 The performance of the Equipment is dependent upon the quality and characteristics of the water supplied to the System, including dissolved solids, pH, hardness, mineral content, microbial load, temperature, pressure and other site-specific conditions.

8.9 The Company shall not be liable for any reduction in performance, equipment degradation, operational issue, damage or failure to achieve anticipated results arising from water conditions outside the Company’s specified operating parameters.

8.10 The Equipment is intended to operate as one component of the Customer’s overall water management programme.

8.11 The Company shall not be responsible for any defect, failure, reduced performance or adverse outcome arising from the condition, design, maintenance or operation of the System or any associated equipment not supplied by the Company.

8.12 The Customer remains solely responsible for monitoring water quality and implementing any filtration, sanitation, treatment, testing, biosecurity, maintenance or corrective measures required for the safe and effective operation of the poultry drinking system.

8.13 Where the parties have entered into a Performance Agreement, the Company’s obligations and liabilities shall be limited to the specific performance commitments expressly stated in that Performance Agreement and subject to any conditions, assumptions, exclusions and limitations contained therein.

9. PRICE AND PAYMENT

9.1 The price of the Equipment and/or Services shall be the price stated in the Company’s quotation or, where no price is stated, the Company’s prevailing price at the date of acceptance of the Customer’s order.

9.2 Unless otherwise stated in writing, all prices are exclusive of:

(a) value added tax (VAT) and any other applicable taxes, duties or levies, which shall be payable by the Customer in addition at the prevailing rate; and

(b) delivery, packaging, insurance, installation, Commissioning, travel, accommodation and other ancillary charges, which shall be invoiced separately where applicable.

9.3 The Company reserves the right, by notice to the Customer at any time before Delivery, to increase the price of the Equipment and/or Services to reflect any increase in cost to the Company arising from:

(a) any request by the Customer to change the delivery date, quantities, Specification, Services or any other aspect of the Contract;

(b) any delay caused by the Customer’s instructions, failure to provide information, or failure to provide access, facilities or assistance required by the Company;

(c) any increase in the cost of labour, materials, transport, energy, utilities, components or other costs of manufacture, supply or performance beyond the Company’s reasonable control; or

(d) compliance with any applicable law, regulation or governmental requirement.

9.4 Unless otherwise agreed in writing, payment shall be made as follows:

(a) a non-refundable deposit equal to fifty percent (50%) of the total Contract price shall be payable upon acceptance of the Customer’s order and prior to manufacture, procurement, delivery or commencement of any Services by the Company; and

(b) the remaining fifty percent (50%) of the total Contract price shall be payable upon Commissioning of the Equipment, whether carried out by the Company, the Customer or a third party.

The Company shall have no obligation to commence manufacture, procurement, delivery, installation or Services until the deposit has been received in cleared funds.

9.5 The Company shall be entitled to issue an invoice for the deposit referred to in Condition

9.4(a) upon acceptance of the Customer’s order and an invoice for the balance referred to in Condition 9.4(b) upon Commissioning. The Customer shall pay each invoice in full and in cleared funds immediately upon receipt unless otherwise agreed in writing by the Company.

9.6 The deposit paid under Condition 9.4(a) is non-refundable and shall be retained by the Company in full in the event of cancellation, termination or suspension of the Contract by the Customer, save where such cancellation results solely from a material breach of the Contract by the Company.

9.7 Time for payment shall be of the essence of the Contract.

9.8 All payments shall be made in full without any deduction, withholding, counterclaim, set off or abatement except where required by law.

9.9 If the Customer fails to make any payment when due, without prejudice to any other right or remedy available to the Company:

(a) the Company may charge interest on the overdue amount at a rate of 8% per annum above the Bank of England base rate from time to time, such interest accruing on a daily basis from the due date until payment is made in full, whether before or after judgment;

(b) the Company may claim compensation and recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;

(d) the Company may suspend performance of any Services and/or withhold further deliveries of Equipment until all overdue amounts have been paid in full; and

(e) the Company may terminate the Contract in accordance with these Conditions.

9.10 The Customer shall reimburse the Company for all reasonable costs and expenses incurred in recovering any overdue sums, including legal fees, collection agency charges and court costs.

9.11 If the Customer disputes any invoice, it shall notify the Company in writing within seven (7) Business Days of receipt, providing reasonable details of the dispute. The Customer shall pay all undisputed amounts in accordance with this Contract.

9.12 No payment shall be deemed to have been received until the Company has received cleared funds.

9.13 The Company may, at its absolute discretion, require payment in advance, stage payments, a deposit, or satisfactory credit support as a condition of accepting or continuing to perform the Contract.

10. CUSTOMER RESPONSIBILITIES

10.1 The Customer shall maintain accurate written or electronic records relating to:All quotations, orders, sales, supplies of equipment, digital services and related services by O2 Agri Limited are subject to O2 Agri Limited’s Terms and Conditions of Sale (as amended from time to time), copies of which are available on request and at www.o2agri.com. By placing an order with O2 Agri Limited, the customer agrees that such terms shall apply to the exclusion of any other terms and conditions. Any Digital Services provided by O2 Agri Limited are additionally subject to the applicable End User Licence Agreement.(a) operation of the Equipment;

(b) maintenance, servicing and inspection activities;

(d) water quality testing and monitoring, where applicable;

(e) faults, alarms and corrective actions; and

(f) any other matters reasonably relevant to the operation and performance of the Equipment.

10.2 Such records shall be retained by the Customer for a minimum period of three (3) years and shall be made available to the Company upon reasonable request in connection with warranty claims, technical support, servicing, performance investigations or dispute resolution.

10.3 The Customer remains solely responsible for implementing, monitoring and maintaining appropriate biosecurity procedures, sanitation practices, disease prevention measures and flock management protocols.

10.4 The Equipment is not intended to replace established biosecurity programmes, and the Company accepts no responsibility for disease outbreaks, pathogen transmission, contamination events or biosecurity failures occurring at the Customer’s facilities.

10.5 The Customer shall use only consumables, replacement parts and components approved by the Company where specified by the Company.

10.6 The Company shall not be liable for any defect, damage, malfunction, safety issue, reduced performance or warranty claim arising directly or indirectly from the use of unauthorised, incompatible or non-approved consumables, replacement parts, accessories or modifications.

11. WARRANTY

11.1 The Company warrants (subject to the other provisions of the Conditions) that the Services shall be performed using reasonable care and skill provided that time of performance shall not be of the essence.

11.2 Subject to the provisions of this Condition 11, the Company warrants that the Equipment shall be free from material defects in materials and workmanship for a period of twelve (12) months from Delivery.

11.3 The Customer shall notify the Company in writing of any alleged defect promptly upon discovery and in any event within seven (7) days of becoming aware of the defect. The Customer shall cease using the Equipment where continued use may reasonably be expected to worsen the defect.

11.4 The warranty provided under Condition 11.2 shall not apply to:

(a) normal wear and tear;

(b) consumable items;

(d) (e) (f) damage arising from misuse, neglect, abuse or improper operation; improper installation, maintenance or servicing;

modification, alteration or repair carried out without the Company’s prior written approval;

(g) damage caused by power surges, electrical faults, utility interruptions or external events;

(h) (i) use of unauthorised consumables, replacement parts or accessories; failure to comply with the Company’s instructions, recommendations or operating manuals; or

(j) defects, failures or performance issues arising from the System or any equipment not supplied by the Company.

11.5 During the warranty period, the Company’s sole obligation and the Customer’s exclusive remedy shall be, at the Company’s option:

(a) to repair the defective Equipment;

(b) to replace the defective Equipment or any defective component; or

11.6 The Company shall be given a reasonable opportunity to inspect the Equipment and investigate any warranty claim before undertaking any remedial action.

11.7 The warranty set out in this Condition 11 is the sole warranty provided by the Company.

11.8 To the fullest extent permitted by law, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded.

11.9 Where the Equipment remains in operation beyond the warranty period, the Company recommends that the Equipment be inspected and serviced at least once every twelve (12) months by the Company or an authorised service provider.

11.10 Any extended warranty, service agreement or performance support programme may be conditional upon completion of such inspections and servicing.

11.11 The standard warranty provided under Condition 11.2 shall not be affected by this Condition unless expressly stated in a separate written agreement.

12. LIMITATION OF LIABILITY

12.1 Nothing in the Contract shall exclude or limit the Company’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

12.2 Subject to Condition 12.1, the Company’s total aggregate liability arising out of or in connection with the Contract, the Equipment, the Services or their performance, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total sums paid by the Customer under the relevant Contract.

12.3 Subject to Condition 12.1, the Company shall not be liable for:

(a) loss of profit;

(b) loss of revenue;

(d) loss of livestock;

(e) veterinary costs or expenses;

(f) loss of anticipated savings;

(g) loss of business;

(h) loss of contracts;

(i) loss of goodwill or reputation;

(j) business interruption;

(k) loss of opportunity; or

(l) any indirect, consequential, incidental or special loss or damage.

12.4 The Customer acknowledges that water quality, poultry health, welfare, disease incidence, productivity and production outcomes are influenced by numerous factors beyond the Company’s reasonable control.

12.5 Subject to Condition 12.1 and except to the extent expressly stated in a Performance Agreement, the Company shall not be liable for any death, injury, illness, reduced performance, condemnation or loss of poultry, livestock or other animals arising directly or indirectly from the installation, operation, maintenance, malfunction or failure of the Equipment.

12.6 The Customer acknowledges that it is reasonable for the Company to rely upon the exclusions and limitations of liability contained in this Contract having regard to the nature, intended use and value of the Equipment.

13. TECHNICAL ADVICE

13.1 Any technical recommendations, guidance, calculations, assessments or other information provided by the Company are based upon the information made available by the Customer.

13.2 The Customer remains solely responsible for determining the suitability of the Equipment for its intended application and operational requirements.

13.3 The Customer acknowledges that it has relied upon its own skill, knowledge, judgement and independent assessment in deciding to purchase and use the Equipment.

13.4 Technical advice provided by the Company shall not constitute veterinary, agricultural, regulatory, environmental, legal or professional advice.

13.5 The Company, its employees, agents and representatives do not provide veterinary advice.

13.6 Any technical information, guidance or recommendations supplied by the Company relate solely to the installation, operation, maintenance or application of the Equipment and shall not be relied upon as veterinary, medical, nutritional or animal health advice.

13.7 The Customer should obtain advice from appropriately qualified veterinary, agricultural and other professional advisers regarding flock health, welfare, disease management and production decisions.

14. REMOTE MONITORING AND DATA OWNERSHIP

14.1 Where the Equipment incorporates remote monitoring, telemetry, cloud-based services or data transmission functionality, the Customer grants the Company the right to collect, store, analyse and process operational data generated by the Equipment.

14.2 Such operational data may include equipment status information, alarms, fault codes, performance metrics, maintenance records, usage data and diagnostic information.

14.3 Ownership of Equipment-specific operational data shall remain with the Customer.

14.4 The Company may use anonymised, aggregated or non-identifiable data for product development, research, quality assurance, technical support, maintenance planning and service improvement purposes.

14.5 The Customer shall ensure that all necessary permissions, notices and consents have been obtained in connection with the collection and processing of operational data.

14.6 The Company does not guarantee uninterrupted availability of remote monitoring services and shall not be liable for any loss arising from communication failures, telecommunications outages, internet interruptions or failures of third-party systems.

14.7 The Company may from time to time provide Digital Services in connection with the Equipment, including software, mobile applications, web portals, cloud-based services, remote monitoring platforms and related functionality.

14.8 Access to and use of any Digital Services shall be subject to the Company’s end user licence agreement in force from time to time.

15. PRIVACY

15.1 To the extent that the Company processes any personal data, it shall do so in accordance with its Privacy Policy as amended from time to time and applicable data protection legislation.

15.2 A copy of the Privacy Policy is available at https://www.o2agri.com/privacy-policy/.

15.3 The Company may update its Privacy Policy from time to time and shall make the current version available on its website.

16. TERMINATION

16.1 Without affecting any other right or remedy available to it, the Company may terminate the Contract immediately by written notice to the Customer if:

(a) the Customer commits a material breach of the Contract and, where the breach is capable of remedy, fails to remedy that breach within fourteen (14) days of being notified in writing to do so;

(b) the Customer fails to make any payment due under the Contract on the due date for payment;

(c) the Customer repeatedly breaches the Contract in a manner which reasonably demonstrates that the Customer does not intend or is unable to comply with its obligations under the Contract;

(d) the Customer suspends, threatens to suspend, ceases or threatens to cease carrying on all or a substantial part of its business;

(e) the Customer becomes insolvent, enters administration, receivership, liquidation, bankruptcy or any arrangement or composition with its creditors, or if any step is taken in connection with any such event;

(f) any security granted by the Customer becomes enforceable or any creditor takes steps to enforce payment of a material debt;

(g) the Company reasonably believes that the Customer is likely to become unable to pay its debts as they fall due; or

(h) the Customer fails to provide access, facilities, information or cooperation required for the Company to perform the Contract.

16.2 The Company may suspend performance of the Contract, without liability, where any circumstance referred to in Condition 16.1 exists or is reasonably anticipated.

16.3 The Customer may terminate the Contract only where the Company commits a material breach of the Contract which, if capable of remedy, remains unremedied for thirty (30) days after receipt of written notice specifying the breach and requiring its remedy.

16.4 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of either party that have accrued up to the date of termination.

16.5 Upon termination of the Contract for any reason:

(a) all sums due to the Company shall become immediately due and payable;

(b) the Customer shall immediately cease any unauthorised use of the Company’s Intellectual Property, confidential information and proprietary materials;

(c) the Customer shall provide the Company with access to recover any Equipment in respect of which title has not passed to the Customer;

(d) the Customer shall return or destroy, at the Company’s option, all confidential information, technical documentation, manuals and materials belonging to the Company;

(e) any licence, permission or right granted by the Company to the Customer under the Contract shall immediately terminate except to the extent necessary for the continued lawful operation of Equipment that has been fully paid for; and

(f) the Company shall be entitled to recover all costs, expenses and losses incurred as a consequence of the termination and any breach giving rise to the termination, subject always to the limitations contained in the Contract.

16.6 Any provision of the Contract which expressly or by implication is intended to continue in force after termination shall remain in full force and effect, including those relating to payment, Intellectual Property, confidentiality, limitation of liability, data protection and dispute resolution.

17. REGULATORY COMPLIANCE

17.1 The Customer shall be solely responsible for ensuring compliance with all applicable laws, regulations, codes of practice and industry standards relating to:

(a) poultry production;

(b) animal health and welfare;

(d) environmental protection;

(e) workplace health and safety; and

(f) the installation, operation and maintenance of the Equipment and the System.

17.2 The Customer shall obtain and maintain all licences, permits, consents, approvals and authorisations required for the installation, operation and use of the Equipment.

17.3 The Company shall not be liable for any loss, damage, penalty, enforcement action, compliance cost or other liability arising from the Customer’s failure to comply with any applicable law, regulation, permit condition or industry requirement.

17.4 The Customer shall promptly notify the Company of any regulatory requirement, restriction or enforcement action which may materially affect the installation or operation of the Equipment.

18. POULTRY HEALTH AND HUSBANDRY

18.1 The Equipment is designed solely to increase dissolved oxygen levels within water supplied through poultry drinking systems and is not intended to diagnose, prevent, monitor, treat or cure any disease, infection, health condition or welfare issue affecting poultry or other livestock.

18.2 The Customer remains solely responsible for all aspects of flock management and poultry production, including:

(a) husbandry practices;

(b) biosecurity measures;

(d) nutrition and feed management;

(e) environmental controls;

(f) stocking densities;

(g) disease prevention and control; and

(h) compliance with applicable animal welfare requirements.

18.3 Except where expressly set out in a Performance Agreement, the Company makes no representation, warranty or guarantee that use of the Equipment will:

(a) eliminate or reduce disease;

(b) improve flock health or welfare;

(d) improve growth rates;

(e) improve feed conversion ratios;

(f) increase production yields; or

(g) achieve any specific biological, operational or commercial outcome.

18.4 The Customer acknowledges that poultry health, welfare and production outcomes are influenced by numerous factors beyond the Company’s reasonable control and that the Equipment forms only one component of the Customer’s overall flock management and water management programme.

18.5 Nothing in the Contract shall be construed as veterinary, medical, nutritional or animal health advice, and the Customer should obtain advice from appropriately qualified professionals in relation to poultry health, welfare and management decisions.

19. FORCE MAJEURE

19.1 The Company shall not be liable for any delay in performing, or failure to perform, any of its obligations under the Contract where such delay or failure results from a Force Majeure Event.

19.2 If a Force Majeure Event prevents or delays performance of the Contract for a continuous period of more than ninety (90) days, the Company may terminate the Contract immediately upon written notice to the Customer without liability.

19.3 The Company shall use reasonable endeavours to mitigate the effects of any Force Majeure Event but shall not be required to incur unreasonable expenditure in doing so.

20. CONFIDENTIALITY

20.1 Each party shall keep confidential all commercial, financial, technical, operational and other information disclosed by or on behalf of the other party which is marked as confidential or which ought reasonably to be regarded as confidential by its nature.

20.2 Neither party shall disclose such information to any third party except:

(a) to its employees, officers, professional advisers, contractors or agents who need to know such information for the purposes of the Contract; or

(b) where disclosure is required by law, regulation, court order or governmental authority.

20.3 The receiving party shall ensure that any person to whom confidential information is disclosed complies with obligations of confidentiality equivalent to those contained in this Condition.

20.4 This Condition shall not apply to information which:

(a) is or becomes publicly available other than through a breach of the Contract;

(b) was lawfully known to the receiving party before disclosure;

(d) is independently developed without reference to the confidential information.

20.5 The obligations contained in this Condition shall continue for a period of five (5) years

following termination or expiry of the Contract.

21. SUBCONTRACTING AND ASSIGNMENT

21.1 The Company may subcontract to any other person the performance of any of its obligations under the Contract

21.2 The Company may assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under the Contract.

21.3 The Customer may not, without the prior written consent of the Company, assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under the Contract.

22. AMENDMENTS

No amendment of the Contract shall be effective unless it is in writing and signed by or on behalf of each of the parties.

23. WAIVERS AND REMEDIES

23.1 Except as otherwise stated in the Contract, the rights and remedies of each party under the Contract are in addition to and not exclusive of any other rights or remedies under the Contract or the general law and may be waived only in writing and specifically.

23.2 Delay in exercising or non-exercise of any right under the Contract is not a waiver of that or any other right.

23.3 Partial exercise of any right under the Contract shall not preclude any further or other exercise of that right or any other right under the Contract.

23.4 Waiver of a breach of any term of the Contract shall not operate as a waiver of breach of any other term or any subsequent breach of that term.

24. SEVERANCE

24.1 If any provision of the Contract is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of the Contract or the legality, validity or enforceability in any other jurisdiction of that or any other provision of the Contract.

24.2 If any one or more of the provisions are adjudged alone or together to be illegal, invalid or unenforceable, the parties shall negotiate in good faith to modify any such provision(s) so that to the greatest extent possible they achieve the same effect as would have been achieved by the invalid or unenforceable provision(s).

25. ENTIRE AGREEMENT

25.1 The Contract constitutes the entire agreement between the parties with respect to the subject matter of the Contract and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the parties relating to such subject matter.

25.2 Each party acknowledges to the other that it has not been induced to enter into the Contract by nor has it relied upon any representation, promise, assurance, warranty or undertaking (whether in writing or not) by or on behalf of the other party or any other person save for those contained in the Contract. Accordingly, each of the parties acknowledges and agrees that the only remedy available to it in respect of the subject matter of the Contract shall be for breach of contract under the terms of the Contract and it shall have no right of action against any other party in respect of any such representation, promise, assurance, warranty or undertaking.

25.3 This Condition shall not exclude any liability which either party would otherwise have to the other or any right which either of them may have to rescind the Contract in respect of any statements made fraudulently by the other prior to the execution of the Contract or any rights which either of them may have in respect of fraudulent concealment by the other.

26. RIGHTS OF THIRD PARTIES

A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

27. NOTICES

27.1 All notices between the parties with respect to the Contract shall be in writing and signed by or on behalf of the party giving it. Any notice shall be duly served (i) on delivery if delivered by hand, (ii) 48 hours after sending if sent by first class post or recorded delivery or (iii) on transmission of the email provided that no delivery failure notice is received, provided that in each case the notice is sent to the address of the addressee given at the start of the Contract or such other address as the addressee may from time to time have notified for the purpose of this Condition.

27.2 Any notice or communication given under the Contract shall not be validly served if sent by text messaging via mobile phone.

27.3 This Condition shall not apply to the service or delivery of legal proceedings.

28. GOVERNING LAW

The Contract and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales.

29. 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 this agreement or its subject matter or formation.

All quotations, orders, sales, supplies of equipment, digital services and related services by O2 Agri Limited are subject to O2 Agri Limited’s Terms and Conditions of Sale (as amended from time to time), copies of which are available on request and at www.o2agri.com. By placing an order with O2 Agri Limited, the customer agrees that such terms shall apply to the exclusion of any other terms and conditions. Any Digital Services provided by O2 Agri Limited are additionally subject to the applicable End User Licence Agreement.