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Wafer Fabrication Services – Terms and Conditions
(CS/WF/001 - Effective from 20th February 2026)
University of Southampton reserves the right, in its sole discretion, to amend, vary, update, suspend or withdraw these Terms and Conditions from time to time. Any such amendment shall take effect upon publication of the revised Terms and Conditions in the Online Order Form defined below. University of Southampton may also suspend or terminate access to the Online Order Form at any time its sole discretion.
1. Definitions
1.1. The following words shall have the following meanings:

(a) “Accepted Services Request” means the services request and associated information submitted by the Client through the Online Order Form, including the relevant Purchase Order, which are accepted in writing by the University;

(b) “Background IP” means all technical know-how and information known to either party, together with all IPR owned by, or licensed to the parties at the start date of the Work which is not Foreground IP;

(c) “Client” means the organisation identified in section 1 of the Online Order Form;

(d) “Commencement Date” means the date on which the University issues written acceptance of the relevant Purchase Order;

(e) “Contract” means the agreement between the University and the Client comprising:

(i.) these Terms and Conditions;

(ii.) Schedule 1 – Scope of Work; and

(iii.) the services request and Price submitted through the Online Order Form forming the relevant Purchase Order,

excluding any terms or conditions, other than the named services request and the Price, contained in or referenced by any purchase order or other document uploaded or submitted by the Client. The Contract is formed on the date on which the University issues written acceptance of the relevant Purchase Order;

(f) “Deliverables” means the deliverables specified in each Accepted Services Request;

(g) “Expiry Date” means the date specified in the Accepted Services Request, or otherwise agreed in writing between the University and the Client;

(h) “Foreground IP” means all information, know-how, results, designs, inventions and other matter capable of being the subject of IPR which is conceived, first reduced to practice or writing or developed by the University during the Work and in whole or in substantial part for the generation of the Deliverables.

(i) “Intellectual Property Rights” (“IPR”) means patents, applications for patents and know-how, trade marks or trading names (whether or not registered or registrable), designs (registered or registrable and including applications for registered designs), copyright (including rights in computer software and any sui generis rights), topography rights and other rights in semi-conductor chips, rights in inventions, the right to claim damages for past infringements of the same and all rights having equivalent or similar effect wherever situated.

(j) “Online Order Form” means the online form where the Client submits its legal information, services request details and a Purchase Order to the University;

(k) “Price” means the price specified in and payable by the Client to the University for each Accepted Services Request;

(l) “Purchase Order” means the Client’s services request and Price submitted via the Online Order Form. Any terms or conditions, other than the named services request and the Price, contained in or referenced by any purchase order or other document uploaded or submitted by the Client shall have no effect and are expressly rejected;

(m) “Term” means the period from the Commencement Date to the Expiry Date;

(n) “University” means University of Southampton; and

(o) “Work” means the work described in Schedule 1.
2. The Price, invoicing and courier charge
2.1. The Client shall pay the Price in full for the Work as set out in the Purchase Order at the agreed rates and dates accepted by the University. Where the Work is delayed through no fault of the University for more than three (3) months then the University shall be entitled to submit an invoice for all work done up to that date and such invoice shall be payable within forty-five (45) days of receipt.

2.2. The Price is exclusive of VAT, destination port / customs clearance charges, import / export duties and any other tax or official fee, where applicable, shall be paid by the Client in addition to and at the same time as the Price.

2.3. Invoices shall be issued monthly in arrears for the Price calculated pursuant to the Accepted Services Request and shall be payable in accordance with the Contract terms.

2.4. The Client shall make payment:

(a) within forty-five (45) days from the invoice’s date; and

(b) to the University by means of the Bankers Automated Clearing Service (BACS) directly into the University’s nominated bank account with the details as follows:

Bank name Barclays Bank Plc
Branch address Southampton City, Leicester, LE87 2BB, United Kingdom
Account name Sterling (primary a/c)
Sort code 20 79 41
Account number 20953199
IBAN number GB93BARC20794120953199
Swift address BARCGB22

The University may change the nominated bank account in writing.

(c) Please quote the invoice number on any payment made directly into the University’s bank account.

(d) If the Client fails to make any payment due under the Contract by the due date for payment, the University may charge interest on the overdue amount at a rate of eight percent (8%) above the base rate of the Bank of England, accruing on a daily basis from the due date until the date of actual payment, whether before or after judgment.

(e) The Client shall be responsible for arranging and paying for courier pick-up and delivery of all materials supplied by the Client and all Deliverables.
3. Ownership of Deliverables and IPR
3.1. The Contract shall not affect the ownership or rights to the Background IP. Except for rights expressly granted, all rights are reserved.

3.2. Subject to clause 3.3, any Deliverables generated shall be owned by the Client and the University shall pass to the Client such Foreground IP that is intrinsic to the Deliverables and necessary for giving effect to the Client’s ownership of them, in each case subject to clause 3.6.

3.3. Any existing Background IP which belongs to the University and is used in the Work will remain the property of the University. The University does not grant access to its Background IP, nor does the Client require such access to benefit from the Deliverables generated by the Work. Any work and all IPR in such work undertaken, by employees or consultants of the University solely in the course of their duties as employees or consultants of the University, including research, will belong to the University.

3.4. The Client shall only provide the University with the Background IP and materials that it owns or has the right to license or supply for the purpose of carrying out the Work. The Client hereby grants the University a non-exclusive royalty free licence, with the right to sub license, to use any Background IP it provides, and a corresponding right to use, handle, process and modify any materials it provides, solely for performing the Work and delivering the Deliverables. This includes the rights to manufacture, have manufactured, export, import, process, practice, copy, reproduce, develop, modify, improve, adapt and create derivative works of the Client’s Background IP and materials, strictly for the purpose of carrying out the Work.

3.5. The Client shall own the Deliverable(s), including any designs, test and characterisation data, or other Client-specific reports, but only to the extent that such items are expressly identified as part of the Deliverables in Schedule 1. The University shall own any design rules, fabrication processes, packaging methods, and test and characterization methods developed in the course of performing the Services, as the University’s Foreground IP.

3.6. Ownership of the Deliverables and any relevant Foreground IP shall pass to the Client only upon the University’s receipt of full payment for the Work. Until such payment is received and title has passed, the Client shall have no right to use, dispose of or otherwise deal with the Deliverables or any relevant Foreground IP.
4. Materials, Equipment, and Restricted Uses
4.1. The Client shall provide the University with all necessary information and materials required to carry out the Work in a timely manner and shall comply with the design rules and specifications set by the University. The Client warrants that all information provided by or on its behalf will be accurate. The Client further warrants that it shall give the University written notice of any hazards, known or in any way suspected by the Client, that may arise from the use of such materials. Before supplying any materials or substances to the University for the purposes of the Work, the Client shall inform the University of any applicable legislation, regulations, or statutory restrictions.

4.2. All models or experimental equipment used by the University during the course of the Work shall remain the property of the University unless otherwise agreed between the parties in writing or supplied by the Client for the purposes of the University undertaking the Work. Although all reasonable precautions will be taken, any equipment supplied to the University by the Client will be held at the risk of the Client, and the University will not be liable for any loss, damage, destruction or disclosure of the same.

4.3. The Client acknowledges that any materials or substances supplied by it to the University may be altered, damaged, rendered useless and/or destroyed as a result of the University undertaking the Work and the University shall therefore not be liable for any loss, damage or destruction of the same. After completion of the Work, the University shall be entitled to destroy or dispose of any materials or substance supplied by the Client without further reference to the Client unless otherwise agreed in writing prior to commencement of the Work.

4.4. The Client acknowledges that the University may procure devices, instruments or other materials to perform the Work, and that they shall be the property of the University.

4.5. The University shall make the Deliverable(s) available for collection by a courier arranged by the Client and shall provide such reasonable information as is necessary to facilitate that collection. Except where the University is negligent, the University accepts no responsibility for any loss, damage, destruction or delay to the Deliverable(s) occurring after the handover to the courier, or failure of the Client to receive the Deliverable(s).

4.6. The Client warrants that it will not use, nor permit any third party to use, the Deliverables for undertaking or supporting work or research related to the development of nuclear missiles, chemical or biological weapons, or any other military applications.
5. Warranties, liabilities and indemnities
5.1. The University disclaims all statutory, express or implied warranties regarding the Work, the Deliverables or any services or results under the Contract, including but not limited to warranties of satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement of third-party rights. The Client agrees and accepts that the Work and the Deliverables under the Contract are provided on an “as-is” basis.

5.2. The University shall use commercially reasonable endeavours to perform the Work. However, the University shall not be held liable for any defects in the performance or results of the Work or delays or failures to meet delivery dates.

5.3. The Client warrants that any Background IP or other Intellectual Property Rights it provides to the University for use in the Services is owned by the Client and / or that the Client has the right to grant a licence to the University for carrying out the Work.

5.4. The University shall have no liability arising directly or indirectly from or relating to any defect, failure, variation or non-performance in the Deliverables to the extent caused by any materials, substrates or information supplied by the Client, including any contamination, inconsistency, inaccuracy or unsuitability in such materials or information.

5.5. The University shall have no liability arising directly or indirectly from or relating to any use, incorporation or application of the Deliverables in any commercial product, process or service, including any manufacture, production, resale or other commercial exploitation of the Deliverables by the Client or any third party.

5.6. The University shall have no liability, whether arising directly or indirectly and whether in contract, tort including negligence, or otherwise, for any loss, damage, cost, expense, fine or penalty arising from or in connection with any hazardous substances, nuclear risks, pollution or contamination, the provision of any advice, design or specifications to the Client, or any cyber or data related event, including any unauthorised access to, loss of, corruption of, inability to access or use, or interference with any computer system, computer network or data.

5.7. The University shall have no liability for any exemplary or punitive damages, whether arising in contract, tort including negligence, or otherwise, to the extent permitted by law.

5.8. The Client is solely responsible for the safety, conformity, regulatory compliance, quality assurance and any downstream monitoring or recall of any product or process in which the Deliverables are used, and for any product liability or other third-party claims arising from the manufacture, supply, distribution or use of such product or process.

5.9. The Client shall indemnify the University, its staff and subcontractors, and shall keep them fully and effectively indemnified, against all claims, demands, liabilities, losses, damages, penalties, fines, costs and expenses arising from or in connection with:

(a) any allegation that the use of any Background IP or other Intellectual Property Rights provided by the Client for the purposes of the Work infringes any third party rights;

(b) any defect, failure, variation or non-performance in the Deliverables to the extent caused by any materials, substrates or information supplied by the Client, including any contamination, inconsistency, inaccuracy or unsuitability in such materials or information;

(c) any use, incorporation or application of the Deliverables in any commercial product, process or service including any manufacture, production, resale or other commercial exploitation of the Deliverables by the Client or any third party, including any product liability, personal injury, death or property damage claims arising therefrom; and

(d) any breach by the Client of clause 4.6 or clause 12.

5.10. Except in the case of personal injury or death caused by the negligent or wilful act or omission of either party, or their servants or agents, or for breach of clauses 5 and 6, and save for the indemnities provided by the Client to the University or otherwise specified in the Contract, the aggregate liability of each party to the other arising out of or in connection with any Accepted Services Request shall not exceed the total amount payable by the Client to the University in respect of that Accepted Services Request. Neither party shall be liable for any indirect, incidental, or consequential damages or losses, including (without limitation) loss of profits, arising from any breach of the Contract.

5.11. The University accepts no responsibility for the use of, or reliance on, any information, reports, materials, or equipment resulting from the Work, nor for any advice or information provided in connection with them. The University further disclaims liability for the use of the Deliverables by the Client or any third party who has obtained such information, materials, equipment, or Deliverables directly or indirectly from the Client, including any manufacture or commercial exploitation of the Deliverables.

5.12. The Client shall, for the duration of the Contract and for a reasonable period thereafter, maintain in force appropriate product liability and public liability insurance, where and to the extent that any product or process incorporating the Deliverables is manufactured, supplied, distributed, sold or otherwise made available in, United States of America or Canada, at levels adequate to cover the risks arising from the manufacture, supply, distribution and use of any product or process incorporating the Deliverables. The Client shall, on request, provide evidence of such insurance.

5.13. Subject to the Client inspecting the Deliverables promptly upon physical delivery of the Deliverables to the Client at the delivery address specified by the Client for that Accepted Services Request and notifying the University in writing of any defect, damage or nonconformity with the agreed specifications immediately on discovery and in any event no later than three (3) working days from the date on which the Deliverables are delivered to that address, the Client’s sole and exclusive remedy in respect of the Deliverables shall be a waiver of the charges attributable to the University’s processing step that gave rise to the nonconformity. Where the Client requests that the University re-perform that processing step, the University shall agree to do so without additional charge, provided that the Client supplies, at its own cost, a replacement wafer or other input material that has undergone all preceding processing steps required for the University’s re-performance. In either case, the Client shall have no right to recover, and hereby waives any claim in respect of, the cost or value of any wafer or materials supplied for the nonconforming Deliverables. Any liability of the University arising from or in connection with such replacement shall in all cases remain subject to the liability cap and exclusions set out in clause 5.10. Failure to notify within this period shall constitute acceptance of the Deliverables.
6. Confidentiality
6.1. Any drawings, data, models, samples, design files, specifications or other materials submitted by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the Contract are confidential and must not be copied or transmitted to any third party or used for any purpose other than carrying out the Work. These materials, together with any tangible or digital copies, shall remain the property of the Disclosing Party and must be returned promptly upon the Disclosing Party’s written request.

6.2. All information, in any form or mode of transmission, disclosed by the Disclosing Party to the Receiving Party in connection with the Contract shall be considered confidential information if it is: (a) explicitly marked as “confidential” at the time of disclosure; (b) disclosed orally or in another tangible form, identified as confidential at the time of disclosure, and confirmed in writing as confidential within thirty (30) days; or (c) obviously confidential in nature, even if not explicitly marked.

6.3. Any information relating to either party’s operations shall be regarded as confidential and will not, without the prior written consent of the Disclosing Party, be used (except in connection with the Work) communicated or disclosed by the Receiving Party. This restriction does not apply to information which: (a) is or at the time of communication or disclosure was already in the public domain when it was provided by the Disclosing Party; (b) subsequently enters the public domain through no fault of the University; (c) is received from a third party who has the right to provide it to the receiving party without imposing obligations of confidentiality; or (d) is required to be disclosed by law, including but not limited to Freedom of Information Act 2000, or by an order of any court of competent jurisdiction or governmental authority.

6.4. The obligations of confidentiality set out in clause 6 shall survive for a period of two (2) years after the Expiry Date.
7. Publication
7.1. Either party may publish any results or materials arising from the Work that it owns, provided that such publication does not disclose the other party’s confidential information without that party’s prior written authorisation.

7.2. If the Client publishes any academic paper or academic output arising from the Work that it owns, it shall include an acknowledgment of the University’s contribution, provided that such publication does not disclose the University’s confidential information without the University’s prior written authorisation.

7.3. The Client shall not reference, identify or otherwise name the University in any publication, product documentation, marketing material or other communication relating to any commercial use of the Deliverables without the University’s prior written consent.
8. Termination
8.1. Notwithstanding either party’s rights that may exist in law to terminate or treat as terminated the Contract, either party may terminate the Contract forthwith by written notice given to the other party if the other party is either:

(a) a company, and the company passes a resolution or the court makes an order that it should be wound up or that an administrator be appointed, or makes a composition or an arrangement with its creditors, or if a receiver or manager or administrator on behalf of a creditor is appointed, or if circumstances arise which entitle the court or a creditor to appoint a receiver, manager or administrator or which entitle the court to make a winding up order; or

(b) is an individual or a partnership which at any time becomes bankrupt, or has a receiving order made against him or her or makes any composition or arrangement with or for the benefit of his or her creditors, or purports to do so.

8.2. Either party may terminate the Contract by written notice if the other party commits a material breach of the Contract which, if capable of remedy, is not remedied within fifteen (15) days after the non-breaching party has given written notice requiring it to be remedied.

8.3. The University may terminate the Contract immediately by written notice if the Client breaches clause 4.6 including any use or permitted use of the Deliverables in connection with any prohibited activity referred to in that clause, or if the Client breaches clause 12 including any failure to comply with applicable export control, national security, anti-bribery or anti-corruption legislation.

8.4. The University may terminate the Contract by written notice if the Client fails to pay any sum due under the Contract within seven (7) days after receiving written notice from the University requiring payment.

8.5. The Client may terminate the Contract in accordance with clause 9.1 if the Work is postponed as a result of a force majeure event.

8.6. The Contract may be terminated at any time by mutual written agreement of the parties.

8.7. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination. Any provisions which expressly or by implication are intended to survive termination shall continue in full force.
9. Postponement of the Work
9.1. The University may postpone the Work due to a force majeure event under clause 14. In such a case, the University shall inform the Client of the new estimated delivery date. If the Work is postponed, the Client may cancel the affected Accepted Services Request within thirty (30) days of receiving the notification, without further liability in respect of that Accepted Services Request only. In this event, the University shall refund any advance payment made by the Client in respect of that Accepted Services Request within thirty (30) days of such cancellation.
10. Notice
10.1. Any notice given under the Contract shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or sent by verified electronic means to the following addresses or electronic contact details, or to such other address or contact details as either party may notify to the other in writing:

10.2. A notice shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by pre-paid first-class post or next working day delivery service, on the second working day after posting; and (c) if sent by verified electronic means, at the time of transmission provided that no delivery failure notice is received.

10.3. This clause does not apply to the service of any proceedings or documents in any legal action.
11. Waiver
11.1. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Contract shall prevent any future exercise of it or the exercise of any other right, power or remedy.

11.2. A waiver of any term, provision, condition or breach of the Contract shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
12. Compliance with the law
12.1. Each party shall comply with all applicable laws relating to anti-bribery and anti-corruption and shall not do anything which will cause or lead the other party to be in breach of such applicable laws.

12.2. The Client shall inform the University if any submitted design or other technical information relevant to the Work is subject to export control or national security legislation, including but not limited to Export Control Act 2002 and National Security and Investment Act 2021.

12.3. If a UK export licence or any other approval from a relevant authority is required for the University to send the Deliverables (including, but not limited to, any fabricated wafers and supporting information) to the Client, the University shall be responsible for obtaining the necessary licence or approval. The Client shall cooperate by providing any required information to support the application. The University shall use reasonable efforts to obtain the required licence or approval but shall not be liable if such licence or approval is denied, delayed, or revoked by the relevant authority.
13. Third party rights
13.1. Neither party shall assign, novate, or sub-license the Contract or any rights under it without prior written consent of the other party. The operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.
14. Force majeure
14.1. Neither party shall be liable to the other for any breach of the Contract caused directly or indirectly by anything outside its reasonable control, including (without limitation to the generality of the foregoing) war, hostilities, government action, breakdown, delay in transportation, any form of labour dispute, fire flood, pandemics or act of God.
15. Invalidity
15.1. The invalidity or unenforceability for any reason or any term or condition, sub-clause or paragraph of the Contract or any part hereof shall not prejudice or affect the validity or enforceability of the remainder.
16. No Partnership
16.1. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
17. Entire agreement and amendment
17.1. The Contract shall supersede and extinguish all previous and contemporaneous agreements, promises and understandings between the parties, whether written or oral, relating to its subject matter, including but not limited to any terms and conditions whether contained in the Client’s purchase order or other documentation that purport to impose terms on the Work.

17.2. No variation or amendments to the Contract shall be valid unless agreed to in writing by the Parties as a specific variation of amendment agreement.

17.3. The Client acknowledges and agrees that no signature other than that of an authorised representative of the University shall make this Contract binding on the University.
18. Counterparts
18.1. The Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

18.2. The Contract may be executed using an authenticated electronic signature platform or by exchange of executed counterparts by verified electronic means including transmission by e-mail in PDF, JPEG or other agreed formats. Execution by either method shall take effect as delivery of an executed counterpart of the Contract and no further originals shall be required.

18.3. No counterpart shall be effective until each party has executed at least one counterpart.
19. Dispute Resolution
19.1. Subject always to either party’s right to seek urgent or interim relief from the competent courts, if a dispute arises under the Contract the parties shall use reasonable efforts to resolve it through good-faith discussions between appropriately authorised representatives at manager level or above.

19.2. If the dispute is not resolved within twenty (20) working days from the start of such discussions, the parties may agree in writing to refer the dispute to mediation, arbitration or another form of alternative dispute resolution recognised under the laws of England.

19.3. Nothing in this clause prevents either party from issuing or maintaining legal proceedings in accordance with clause 20.
20. Governing law
20.1. The Contract shall be governed by the laws of England, and the parties agree to submit to the exclusive jurisdiction of the English Courts.

Schedule 1 – Scope of Work
1. The Work
1.1. The University shall, during the Term, supply the Client with e-beam exposed wafers in accordance with each Accepted Services Request. Each wafer shall contain substrates in the dimensions specified in the Accepted Services Request and produced in accordance with the designs and process requirements submitted by the Client, provided that all such designs and process requirements fall within the Work described in this Schedule 1.

1.2. Design submission

(a) The Client shall submit designs and process requirements in a form and to a specification reasonably acceptable to the University and consistent with common industrial practice. The University may reject any design or requirement that, in its reasonable opinion, cannot be implemented using the University’s available equipment or processes, without liability for any resulting delay.

(b) The Client shall submit each service request using the Online Order Form, enclosing key technical specifications and the relevant design file, or by such other method as may be agreed in writing between the parties.

1.3. The fabrication services may include any of the fabrication steps or ancillary services specifically requested in the Accepted Services Request.
2. Scope and limitation
2.1. The Work consists of the fabrication services described in this Schedule 1. The University shall perform the Work in accordance with the designs and process requirements submitted by the Client. All materials, substrates and wafers required for the fabrication process shall be supplied by the Client.

2.2. The University shall not be required to amend or verify the Client’s designs or process requirements and shall fabricate solely in accordance with the submissions provided by the Client.

2.3. The Client acknowledges that processing tolerances, dimensional variations and other inherent variations may arise in the fabrication process and that such variations do not constitute a failure by the University to perform the Work.

2.4. The University may decline any services request that cannot be performed safely or that cannot be processed using the University’s available equipment or procedures.

2.5. The Client acknowledges that the Work will be scheduled within the University’s cleanroom workflow and equipment availability and may be subject to queueing or sequencing constraints.
3. Deliverables and delivery arrangements
3.1. The Client shall submit each services request to the University using the Online Order Form and shall, for planning purposes, provide the University with a rolling three (3) months schedule of anticipated services requests, unless otherwise agreed in writing between the parties. Each individual services request shall be treated as submitted only when the University receives a properly completed Online Order Form together with all necessary design files and technical specifications. Any substrates or other physical materials to be provided by the Client shall be supplied at such time as is reasonably practicable to, and as may be agreed in writing between, the Client and the University. The University shall, within five (5) working days of receipt, notify the Client in writing whether the services request is accepted, requires amendment, or is declined.

3.2. The University shall use commercially reasonable endeavours to adhere to the Client’s requested delivery date. For the avoidance of doubt, time shall not be of the essence. However, if the University anticipates a delay, it shall promptly notify the Client. The estimated delivery date shall be calculated from the date of the University’s acceptance under clause 3.1 of this Schedule 1, receipt of all required design files and substrates, or from such later date as the parties may agree in writing.

3.3. A priority delivery option, with a shortened delivery timescale of less than two (2) weeks’ notice, is available upon request by the Client, subject to the priority Price agreed in writing between the parties. Upon receiving a request for priority delivery, the University shall confirm its ability to comply in its notification under clause 3.1 of this Schedule 1. If the University is not able to meet the requested priority delivery schedule, it shall inform the Client accordingly, and the standard Price and timescale shall apply.

3.4. The University shall not be liable for any failure or delay in the delivery of the Deliverables to the Client where such failure or delay is caused by the requirement to obtain, or the refusal, delay, suspension, or revocation of, any export control licence, permit, or other governmental authorisation, or any similar restriction or requirement imposed by applicable laws or regulations. Any such failure or delay shall not constitute a breach of this Agreement.