Smartstock terms and conditions

SMARTSTOCK TERMS & CONDITIONS

Updated: 1st June 2023

PLEASE READ THESE TERMS CAREFULLY BEFORE YOU SIGN THE SMARTSTOCK ORDER FORM

Save where we have agreed and signed a separate legally binding agreement, these are the terms and conditions on which we shall grant you access to the SmartStock Application and provide you all Equipment required to enable SmartStock.

We licence use of the SmartStock Application to you on the basis of these terms & conditions. We do not sell the SmartStock Application to you and we remain the owners and/or license holders of the SmartStock Application at all times.

We reserve the right to make changes to these terms & conditions which shall take effect when posted on our Website. You are responsible for regularly checking these terms & conditions and the date of last update. Unless you have notified us in writing that you do not accept the changes, by continuing to use the SmartStock Application you will be deemed to have accepted any changes to the terms & conditions.

IT IS HEREBY AGREED as follows:

1 INTERPRETATION AND DEFINITIONS

1.1 In these terms & conditions, the following words and expressions shall have the following meanings :

“Agreement” means the contract between the Rexel and the Customer for: (i) the licence of the SmartStock Application and/or (ii) sale/purchase of any Equipment and/or Vending Machines; and/or (iii) any loan of the Equipment and/or Vending Machines; incorporating the terms and documents set out in clause 2.6.

“Customer” means the customer identified on the SmartStock Order Form.

“Customer Data” means all data and information belonging to the Customer which comes into the possession or control of Rexel and/or Inventor-e in the course of supplying the Equipment and/or SmartStock Application, including but not limited to:

• Customer product data;

• data and information relating to the purchase of goods by the Customer from suppliers other than Rexel; and

• data and information relating to the Customer’s ordering and inventory via SmartStock.

“Equipment” means any equipment purchased by the Customer from Rexel for use in connection with the SmartStock environment including (without limitation) the NFC tags, the SmartStores Armour Scan and the SmartStores Connect.

“Initial Contract Term” means the initial minimum term for which the Customer subscribes to the SmartStock Application for all Stores as specified in the SmartStock Order Form.

“Inventor-e” means Inventor-e Limited incorporated and registered in England and Wales with company number 04238711 whose registered office is at Blythe Valley Innovation Centre, Central Boulevard, Blythe Business Park, Solihull, B90 8AJ and who are the owners of the SmartStock Application.

“Rexel” means Rexel UK Limited (Company Registration Number 434724) and whose registered office is at Eagle Court 2, Hatchford Brook, Hatchford Way, Sheldon, Birmingham, B26 3RZ.

“Rexel Data”: means all data and information belonging to Rexel and/or Inventor-e and/or which comes into the possession or control of the Customer in the course of supplying SmartStock, including but not limited to:

• product descriptions, attributes and images relating to goods sold by Rexel to the Customer; and

• all data and information received by the Customer via the Smartstock Application; and

• all source code and software created by and/or belonging to Inventor-e and used by Inventor-e or Rexel in the supply of the Equipment and/or SmartStock Application;

but excluding Customer Data.

“SmartStock Application” means Inventor-e’s smartstores and sourcerer software and such additional software as may be made available by Rexel to the Customer for the purposes of operating SmartStock or as the parties agree from time to time.

“SmartStock” means the inventory management system including (as applicable) the SmartStock Application, the Equipment and the Vending Machines which enable the Customer to effectively manage and control its use of indirect materials and automate purchases of such indirect materials from Rexel including operating the system in a storeroom, van or Vending Machine.

“SmartStock Order Form” means the completed SmartStock Order Form which is signed by the Customer and Rexel and sets out (amongst other things) the details of the Customer, Initial Contract Term, the SmartStock product subscribed, the type and location of the Stores, the fees and payment terms.

“Store” means the location where SmartStock will be operated which may include a physical storeroom or a van. Where it refers to a physical storeroom it shall include any number of storerooms which are located on the same geographical campus and which are operated by the Customer on behalf of the same end-customer.

“SmartStock Subscription” means the right for the Customer to access the SmartStock Application for a Store or Vending Machine in accordance with the SmartStock Order Form and these SmartStock Terms & Conditions.

“Term” means the Initial Contract Term together with any Renewal Periods (as described in clause 10.2).

“Vending Machine” means the secure 24/7 inventory disbursement system which is linked to the SmartStock Application. The current product offering includes iVendSecure, iVendScale+, and iVendLocker but this list may be updated from time to time without notice.

1.2 Any term defined or used in the SmartStock Order Form shall have the meaning as set out therein unless expressly stated otherwise in these terms & conditions.

1.3 The singular shall include the plural and vice versa.

1.4 A reference to one gender shall include a reference to other genders.

1.5 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of the Agreement and, in the case of a statute, includes any subordinate legislation made under that statute whether before or after the date of the Agreement

1.6 Headings are for reference only and shall not affect the interpretation of the Agreement.

1.7 A reference to writing or written does not include fax or e-mail.

2 SMARTSTOCK ORDER PROCESS

2.1 The Customer operates Stores across the United Kingdom and may wish to implement SmartStock in one or more of these Stores during the Term. Each Store will require a separate subscription to the SmartStock Application.

2.2 If the Customer wishes to implement SmartStock in a Store, the Customer and Rexel shall sign a SmartStock Order Form to record:

(a) the number of Stores required;

(b) the location of each Store;

(d) the number of stock keeping unit tags required for each Store;

(e) the type and quantity of Equipment required; and

(f) the Initial Contract Term.

2.3 During the Term, the Customer and Rexel may increase the number of SmartStock Subscriptions required for the balance of the Term by both signing a separate SmartStock Order Form or by both agreeing and signing in writing a variation to the original SmartStock Order Form. Any additional SmartStock Subscriptions taken part-way through the Term shall start on the day agreed between the parties and shall expire on the last day of the Term set out in the original SmartStock Order Form so that all SmartStock Subscriptions are co-terminus. Any fees for additional SmartStock Subscriptions shall be pro-rated for the remainder of the Term.

2.4 No SmartStock Order Form shall be deemed to be legally binding until it is signed by authorised representatives of the Customer and Rexel.

2.5 Nothing in the Agreement shall oblige the Customer to purchase SmartStock in respect of any Store or for Rexel to offer SmartStock to the Customer for any Store.

2.6 The Agreement shall comprise of:

(a) the terms set out in the SmartStock Order Form;

(b) these SmartStock terms & conditions for the subscription to the SmartStock Application and the loan of any Equipment and/or Vending Machines; and

(c) Rexel’s Standard Terms & Conditions of Sale (available at www.rexel.co.uk and as may be updated from time to time) for any Equipment purchased by the Customer.

2.7 Any indirect materials purchased by the Customer via SmartStock shall be subject to either:

(a) any agreement made and physically signed between the Customer and Rexel for the sale and purchase of goods; or

(b) if none, Rexel’s Standard Terms & Conditions of Sale available at www.rexel.co.uk and as may be updated from time to time.

3 SMARTSTOCK APPLICATION

3.1 Subject to the Customer paying any charges for the SmartStock Application as set out in the SmartStock Order Form and the terms and conditions of Agreement, Rexel hereby grants to the Customer a non-exclusive, non-transferable right to access the SmartStock Application for the Store(s) identified in the SmartStock Order Form during the Term solely for the Customer's internal business operations.

3.2 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i) and except to the extent expressly permitted under the Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SmartStock Application in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SmartStock Application; or

(b) access all or any part of the SmartStock Application in order to build a product or service which competes with SmartStock; or

(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the SmartStock Application available to any third party; or

(d) use SmartStock to purchase goods from suppliers other than Rexel without Rexel’s prior written consent; or

(e) attempt to obtain, or assist third parties in obtaining, access to the SmartStock Application, other than as provided under this clause 3.

3.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the SmartStock Application and, in the event of any such unauthorised access or use, promptly notify Rexel.

3.4 The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

4 SERVICE LEVELS

4.1 Rexel will use commercially reasonable endeavours to provide a monthly average uptime availability of the sourcerer software of at least 99.5%.

4.2 The following events shall be excluded from availability calculation in clause 4.1:

(a) scheduled maintenance events occurring outside normal business hours; and/or

(b) customer-caused outages or disruptions; and/or

(c) third party-caused outages beyond the reasonable control of Rexel or Inventor-e (except to the extent that such outages or disruptions are caused by those duly authorised third parties sub-contracted by Rexel or Inventor-e to provide the sourcerer software); and/or

(d) outages or disruptions attributable to a force majeure event as defined in clause 12.2.

5 EQUIPMENT AND VENDING MACHINES

5.1 Where no price for Equipment is indicated on the SmartStock Order Form, Rexel hires the Equipment to the Customer subject to the terms and conditions of the Agreement. Unless the SmartStock Order Form explicitly states otherwise, any Vending Machines shall be hired by Rexel to the Customer subject to the terms and conditions of the Agreement. For the purposes of this clause 5, any Equipment and/or Vending Machines hired by Rexel to the Customer shall be collectively referred to as the “Hired Equipment”.

5.2 The Hired Equipment shall at all times remain the property of Rexel and the Customer shall not have any right, title or interest in the Hired Equipment (save the right to possession and use of the Hired Equipment subject to the terms and conditions of the Agreement).

5.3 The risk of loss, theft, damage or destruction of the Hired Equipment shall pass to the Customer on the date it is delivered to the delivery location. The Hired Equipment shall remain at the sole risk of the Customer during the Term until such time as the Hired Equipment is redelivered to Rexel. During the Term, the Customer shall, at its own expense, obtain and maintain such insurance for such amounts as a prudent owner or operator of the Hire Equipment would insure for, or such amount as Rexel may from time to time reasonably require, to cover all usual risks of loss, damage or destruction, third party or public liability risks in connection with the storage, use and operation of the Hired Equipment.

5.4 The Customer shall during the term of the Agreement:

(a) ensure that the Hired Equipment are kept and operated in a suitable environment as specified by Rexel, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by Rexel;

(b) take such steps (including compliance with all safety and usage instructions provided by Rexel) as may be necessary to ensure, so far as is reasonably practicable, that Hired Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

(c) maintain at its own expense the Hired Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Contract Start Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Hired Equipment;

(d) make no alteration to the Hired Equipment and shall not remove any existing component(s) from the Hired Equipment unless carried out to comply with any mandatory modifications required by law or any regulatory authority with the prior written consent of Rexel, unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Hired Equipment shall vest in Rexel immediately upon Installation;

(e) keep Rexel fully informed of all material matters relating to Hired Equipment;

(f) keep the Hired Equipment, at all times, at the location specified on the SmartStock Order Form and shall not move or attempt to move any part of the Hired Equipment to any other location without Rexel’s prior written consent;

(g) permit Rexel or its duly authorised representative to inspect the Hired Equipment at all reasonable times and for such purpose to enter upon the site or any premises at which the Hired Equipment may be located, and shall grant reasonable access and facilities for such inspection;

(h) not, without the prior written consent of Rexel, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Hired Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

(i) not without the prior written consent of Rexel, attach the Hired Equipment to any land or building so as to cause the Hired Equipment to become a permanent or immovable fixture on such land or building. If the Hired Equipment become affixed to any land or building then the Hired Equipment must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Hired Equipment from any land or building and indemnify Rexel against all losses, costs or expenses incurred as a result of such affixation or removal;

(j) not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of Rexel in the Hired Equipment and, where the Hired Equipment have become affixed to any land or building, the Customer must take all necessary steps to ensure that Rexel may enter such land or building and recover the Hired Equipment both during the Term and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of Rexel of any rights such person may have or acquire in the Hire Equipment and a right for Rexel to enter onto such land or building to remove the Hired Equipment;

(k) not suffer or permit Hired Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Hired Equipment are so confiscated, seized or taken, the Customer shall notify Rexel and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Hired Equipment and shall indemnify Rexel on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

(l) not use the Hired Equipment for any unlawful purpose;

(m) ensure that, at all times, the Hired Equipment remain identifiable as being Rexel’s property and wherever possible shall ensure that a visible sign to that effect is attached to Rexel; and

(n) deliver up the Hired Equipment at the end of the Term or on earlier termination of the Agreement at such address as Rexel requires, or if necessary allow Rexel or its representatives access to access any premises where the Hired Equipment are located for the purpose of removing the Hired Equipment.

5.5 The Customer acknowledges that Rexel shall not be responsible for any loss of or damage to the Hired Equipment arising out of or in connection with any negligence, misuse, mishandling of the Hired Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify Rexel on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of the Agreement.

5.6 Rexel warrants that the Hired Equipment shall substantially conform to the relevant specification (as made available by Rexel), be of satisfactory quality and fit for any purpose held out by Rexel. Rexel shall use reasonable endeavours to remedy, free of charge, any material defect in the Hired Equipment which manifests itself within 12 months from the date of delivery, provided that:

(a) the Customer notifies Rexel of any defect in writing within 10 business days of the defect occurring;

(b) Rexel is permitted to make a full examination of the alleged defect;

(c) the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than Rexel’s authorised personnel;

(d) the defect did not arise out of any information, design or any other assistance supplied or furnished by the Customer or on its behalf; and

(e) the defect is directly attributable to defective material, workmanship or design.

5.7 Insofar as the Hired Equipment comprise or contain equipment or components which were not manufactured or produced by Rexel, the Customer shall be entitled only to such warranty or other benefit as Rexel has received from the manufacturer.

5.8 If Rexel fails to remedy any material defect in the Hired Equipment in accordance with clause 5.6, Rexel shall, at the Customer's request, accept the return of part or all of the Hired Equipment and make an appropriate reduction to any payments due from the Customer and payable during the remaining Term.

6 PRICES

6.1 The prices for the SmartStock Application, Equipment and Vending Machines are those set out in the SmartStock Order Form. The Customer shall pay the prices in accordance with this clause 6. All prices for subscription to the SmartStock Application will be invoiced in full at the start of the Initial Contract Term or at the start of any Renewal Period (as defined in clause 10.2) as applicable.

6.2 Any implementation fees quoted in the SmartStock Order Form will be on a per Stores basis (unless specified otherwise) and will be invoiced upon starting the implementation services.

6.3 The Customer will pay Rexel all invoiced amounts within the payment terms specified in the SmartStock Order Form (or if none within 30 days of the date of invoice) to a bank account nominated in writing by Rexel in full without counterclaim, set-off or deduction.

6.4 All amounts and fees stated or referred to in the Agreement:

(a) shall be payable in pounds sterling;

(b) are non-cancellable and non-refundable;

6.5 If Rexel has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Rexel:

(a) Rexel may, without liability to the Customer, disable the Customer's password, account and access to all or part of the SmartStock; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

6.6 Rexel shall be entitled to increase the prices set out in the SmartStock Order Form, at any time upon 90 days' prior notice to the Customer.

7 CONFIDENTIALITY

7.1 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 7.2.

7.2 Each party may disclose the other party's confidential information:

(a) 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 the Agreement. 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 7.2; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 Neither party shall 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 Agreement.

8 DATA

8.1 The parties agree that:

(a) all Customer Data shall belong to the Customer;

(b) all Rexel Data shall belong to Rexel and/or Inventor-e.

8.2 Rexel shall take all necessary steps to ensure that all Customer Data is protected and in particular shall not:

(a) use the Customer Data nor reproduce the Customer Data in whole or in part in any form except for the purposes of appropriate data back-up and as may be required by the Agreement; or

(b) disclose the Customer Data to any third party or persons not authorised by the Customer to receive it, except with the prior written consent of the Customer; or

(c) alter, delete, add to or otherwise interfere with the Customer Data (save where expressly required to do so by the terms of the Agreement).

8.3 It is not expected that any Customer Data shall constitute personal data within the meaning of the Data Protection Act 2018. However, to the extent that it does, Rexel will:

(a) process such data and information only in accordance with the Customer’s instructions insofar as they comply with the provisions of the Data Protection Act 2018;

(b) not transmit such data and information to a country or territory outside the European Economic Area without the Customer’s express consent; and

(c) take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to the Customer as data controller.

8.4 Rexel shall procure that Inventor-e permits the Customer to access and download the Customer Data in .csv (Comma Separated Values), and Microsoft SQL (Structured Query Language) format or such other format as the parties may agree in writing from time to time directly from the SmartStock Application.

8.5 The parties agree that Rexel shall not be responsible for maintaining or updating the Rexel Data. Rexel makes no warranties as to the accuracy of the Rexel Data and the parties agree that, in so far as the law permits, Rexel shall not be liable for any inaccuracy or error in the Rexel Data.

9 PROPRIETARY RIGHTS

9.1 The Customer acknowledges and agrees that Rexel and/or its licensors own all intellectual property rights in SmartStock. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of SmartStock.

9.2 Rexel confirms that it has all the rights in relation to SmartStock that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

10 TERM AND TERMINATION

10.1 The Agreement will commence on the Contract Start Date set out in the SmartStock Order Form and shall, subject to the provisions of this clause 10, remain in effect for the Initial Contract Term and thereafter until terminated pursuant to clause 10.2.

10.2 The Agreement shall, unless otherwise terminated as provided in clause 10, commence on the date access is granted to the SmartStock Application and shall continue for the Initial Contract Term and, thereafter shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of its intention to cancel the Agreement, in writing, at least 60 days before the end of the Initial Contract Term or any Renewal Period, in which case the Agreement shall terminate upon the expiry of the applicable Initial Contract Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of the Agreement.

10.3 The Customer acknowledges that Rexel is Inventor-e’s distributor of the Vending Machines, Equipment and SmartStock Application. The Parties agree that, notwithstanding any other provision in the Agreement, Rexel may terminate the Agreement, any and all orders and/or any SmartStock Subscription in the event of Inventor-e ceasing to supply the same to Rexel and/or the termination of the Rexel’s distribution agreement with Inventor-e. In the event of such termination of the Agreement, and/or a SmartStock Subscription, Rexel shall have no liability to the Customer whatsoever except to refund on a pro-rata basis any charges paid for SmartStock relating to the period after termination.

10.4 Without limiting its other rights or remedies, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

10.5 On termination of the Agreement for any reason:

(a) all SmartStock Subscriptions granted under or pursuant to the Agreement shall immediately terminate;

(b) Rexel and/or Inventor-e may destroy or otherwise dispose of any of the Customer Data in its possession unless Rexel receives, no later than sixty days after the effective date of the termination of the Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Rexel shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Rexel and/or Inventor-e in returning or disposing of the Customer Data;

(c) Rexel’s consent to the Customer's possession of the Equipment and/or Vending Machines shall terminate and Rexel may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the Equipment and/or Vending Machines and for this purpose may enter any premises at which the Equipment and/or Vending Machines is/are located; and

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

10.6 Termination of the Agreement shall be without prejudice to any accrued rights either Party may have against the other and the following provisions shall survive termination:

(a) Clause 7 (Confidentiality);

(b) Clause 11 (Liability);

(c) clauses 10.5, 12.1 (Rights of Third Parties), 12.2 (Entire Agreement), 12.5 (Waiver) and 13 (Governing Law and Jurisdiction).

11 LIABILITY

11.1 This clause 11 sets out the entire financial liability of Rexel (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

(a) arising under or in connection with the Agreement;

(b) in respect of any use made by the Customer of the Equipment and/or SmartStock Application and/or Vending Machines or any part of them; and

(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

11.2 Except as expressly and specifically provided in the Agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the SmartStock Application and/or Equipment and/or Vending Machines by the Customer, and for conclusions drawn from such use. Rexel shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Rexel by the Customer in connection with SmartStock, or any actions taken by Rexel at the Customer's direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

11.3 Nothing in the Agreement excludes the liability of Rexel:

(a) for death or personal injury caused by Rexel’s negligence; or

(b) for fraud or fraudulent misrepresentation.

11.4 Subject to clause 11.2 and clause 11.3:

(a) Rexel shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and

(b) Rexel’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement or any SmartStock Subscription shall be limited to £100,000.

12 MISCELLANEOUS

12.1 Rights of Third Parties.

No term of the Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act and save that Inventor-e shall expressly have the right to enforce the terms of clause 3 of the Agreement against the Customer in breach of the provisions of such clause 3.

12.2 Force Majeure

Rexel shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Rexel or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

12.3 Conflicts

In the event of any conflict between the Agreement and any other document referred to in the Agreement, the following order of preference will be applied: (i) the terms of the SmartStock Order Form; (ii) these SmartStock terms and conditions; (iii) Rexel’s standard Terms & Conditions of sale; and then (iv) any other document.

12.4 Entire Agreement.

(a) The Agreement and the documents referred to in it constitute the whole agreement and understanding of the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement.

(b) Each party acknowledges that, in entering into the Agreement, it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than those expressly set out in the Agreement or the documents referred to in it.

(c) Each party agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in the Agreement.

(d) Nothing in this clause shall limit or exclude any liability for fraud.

12.5 Variation. Any variation of the Agreement must be in writing and signed by a duly authorised representative on behalf of the parties.

12.6 Notices.

(a) All notices served under the Agreement shall be in writing, in the English language, and shall be sent to the other party’s Company Secretary at its then current registered office.

(b) Notices shall only be sent by the following means and shall be deemed received at the following times:

Delivery Method:	Deemed Receipt:
Personally delivered	At the time of delivery
Commercial Courier	At the time of signature of the Courier’s delivery receipt
Pre-paid first class post or recorded delivery:	9:00am on the second business day after posting.

12.7 Waiver.

(a) Any waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

(b) No failure to exercise or delay in exercising any right or remedy provided under the Agreement or by law constitutes a waiver of such right or remedy nor shall it prevent any future exercise or enforcement of such right or remedy.

(c) No single or partial exercise of any right or remedy under the Agreement shall prevent or restrict the further exercise of that or any other right or remedy.

12.8 Severance.

(a) If any provision of the Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

(b) If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

12.9 Assignment and Sub-Contracting

Neither party may assign or transfer or sub-contract any of its rights, benefits or obligations under the Agreement without the prior written consent of the other party, save that Rexel may assign its rights to receive payment from the Customer to a third party as part of its group securitisation programme without the Customers consent.

13 GOVERNING LAW AND JURISDICTION

13.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

13.2 The parties irrevocably agree that the English Courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

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