Comment Type: Terms and Conditions

Body: GENERAL TERMS AND CONDITIONS OF PURCHASE

Agreement: The Purchase Agreement Goods and Services (Short Form) between Buyer and the Supplier, and any other Exhibit and document or part thereof as specified in therein;

Buyer: means the name on the Purchase Order;

Conditions: The General Terms and Conditions set out in this document;

Confidential Information: all confidential information (however recorded, preserved or disclosed and whether or not it is marked as confidential) disclosed by a Party or its representatives, to the other Party and/or representatives, including but not limited to the following: 

(a) any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing Party and/or its Affiliates; or (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party and/or its Affiliates; and (d) any information or analysis derived from Confidential Information; 

but not including any information that (i) is or becomes generally available to the public other than as a result of its disclosure by the receiving Party or its representatives in breach of the Agreement (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); (ii) was available to the receiving Party on a non-confidential basis prior to disclosure by the disclosing Party; (iii) was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party's knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party; (iv) was lawfully in the possession of the receiving Party before the information was disclosed to it by the disclosing Party; (v) is required to be disclosed pursuant to a judicial or governmental order or governmental regulations; (vi) the Parties agree in writing is not confidential or may be disclosed; or (vii) is developed by or for the receiving Party independently of the information disclosed by the disclosing Party as evidenced by written records.

Contract means the Agreement, these Conditions, Purchase Order(s) and any other document or part thereof specified in the Agreement and shall incorporate all terms and conditions implied by law;

Goods: means any such goods supplied to the Purchaser by the supplier pursuant to or in connection with the Purchase Order and supplied under these conditions;

Intellectual Property Rights: (a) copyright, patents, database rights and rights in trademarks, (b) designs, know-how and confidential information (whether registered or unregistered); (c) applications for registration, and the right to apply for registration, for any of these rights; and (d) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

Personnel means Buyer’s or Supplier’s (as the case may be) employees, agents, consultants, contractors and Subcontractors, and their employees, agents, consultants, contractors and Subcontractors;

Price: means the price of the Goods as specified in the Purchase Order;

Purchase Order: Buyer’s purchase order(s) under the Agreement for Products or Services, if issued, and including, without limitation, any Buyer’s purchase order placed by electronic, or paper means;

Products: The goods or any of them described in the Purchase Order, if issued, the Agreement or an exhibit thereto to be provided by the Supplier to Buyer under the Agreement;

Services The services and related activities as described in the Purchase Order, if issued, the Agreement or an exhibit thereto to be provided by Supplier to/for the benefit of Buyer;

Subcontractor a subcontractor of the Supplier engaged by the Supplier under a subcontract;

Supplier: The person, firm or company who signed the Agreement;

Specifications: The Product or Service specification developed and/or agreed with Buyer and forming part of the Purchase Ordert;

Writing:electronic mail when using the read and receipt rule under European Parliament and Council Directive 1999/93/EC of 13 December, 1999

2.1 These Conditions apply to all Purchase Orders placed by Buyer and all Agreements between Buyer and Supplier.

2.2 All Agreements between Supplier and Buyer are expressly conditioned upon Supplier's acceptance of these Conditions. Any terms and conditions proposed or stipulated by Supplier shall not apply in addition to these Conditions. Any applicability is expressly excluded and rejected unless otherwise expressly agreed in writing These Conditions cancel and replace any previous general terms and conditions, unless otherwise explicitly agreed in writing/

2.3 The commencement of any work by Supplier or delivery by Supplier of any Services or Goods in response to an Agreement or Purchase Order placed by Buyer is conclusive evidence of Supplier’s acceptance of these Conditions.

2.4 If there is any conflict between the terms specified in the Agreement and any of these Conditions, the terms specified in the Agreement shall prevail.

2.5 The headings in these Conditions are for convenience only and shall not affect their interpretation.

3.1 Any Purchase Orders issued by Buyer shall be deemed confirmed by Supplier unless Supplier notifies Buyer of its refusal within 3 (three) working days. 

3.2 Any deviation from and/or addition to and/or variation of a Purchase Order shall not be deemed accepted by Buyer, unless expressly agreed beforehand in writing.

4.1 The prices shall be inclusive of all taxes and other governmental charges due in any country, including but not limited to social premiums and wage taxes related to persons used by Supplier in performing its activities under the Contract and inclusive of all charges for packaging, packing, transport, insurance, delivery and commissioning of the Goods or Services to the place of delivery, but exclusive of any applicable value added tax. 

4.2 Agreed prices are fixed and irrevocable. A price accepted by Buyer may not be increased without Buyer’s written prior consent.

5.1 Delivery of Goods and Services shall be made in accordance with the date and location specified in the the Purchase Order. In this respect, time shall be of the essence, and Buyer reserves the right to terminate without notice the whole or any unexecuted part of the the Purchase Order if Supplier fails to comply for whatever reason. Supplier shall promptly inform Buyer if Supplier has serious reasons to expect that the Supplier will fail to comply.

5.2 Supplier shall adequately pack and protect the Goods against damage and deterioration and shall be responsible for ascertaining any special delivery requirements.

Buyer shall not be deemed to have accepted any Goods or Services until Buyer has had a reasonable time to inspect them following delivery, performance or, if later, within a reasonable time after any latent defect has become apparent.

5.3 Buyer shall be entitled to set off against the price of the Goods or Services against any sums owed to Buyer by Supplier now or in the future after Buyer has issued a written statement to this effect.

5.4 Property and risk of the Goods shall pass to Buyer when the Goods are delivered in accordance with article 5, 6, 7 and 10.

6.1 Any Specifications referred to by Buyer are deemed to be an integral part of the Purchase Orders.

6.2 All the Goods or Services must comply with the Specifications where indicated.

6.3 Any Goods or Services in accordance with the Specifications shall not be disclosed or quoted to a third party unless legally required.

7.1 Supplier shall consult with Buyer in advance on any alteration in the quantity, quality, composition, properties or production method of the Goods or Services to be delivered (incl. their packaging) or performed. If no consultation takes place or Buyer does not agree to the alteration, Buyer will be entitled to fully or partially cancel the Purchase Orders at no costs to Buyer without prejudice to Supplier’s liability for all damage caused to Buyer and third parties as a result of the alteration, dissolution or cancellation. If Buyer has agreed to the alteration, this merely means that, as regards the alteration, the Goods or Services need not conform to the specifications in the Purchase Order whereas this shall not affect the Supplier's obligations to fulfil the obligations under articles 8 and 14.4 of these Conditions.

8.1 Buyer may inspect and test all Goods and Services at any time prior to or upon delivery by Supplier or in case of raw materials or semi-goods also after delivery but before use. Buyer may reject Goods and Services which do not comply with the terms of the Purchase Order.

8.2 Neither Buyer's inspection, testing nor failure to inspect or test the Goods or Services shall relieve Supplier of any obligation or liability.

8.3 If the Goods or Services delivered by Supplier do not conform to the Purchase Order, the Buyer shall be entitled to require, at its discretion, that the Goods or Services delivered be repaired or replaced or that the missing component be supplied within a reasonable term to be set by Buyer, without prejudice to its other rights by law or by virtue of these Conditions.

8.4 In the event that the Goods do not conform to the Purchase Order, the Buyer is entitled to return these Goods to Supplier at Supplier’s expense or to keep them in its custody until Supplier has given further instructions as to how these Goods are to be dealt with. Any costs incurred by Buyer in this respect shall be for Supplier’s account. Buyer shall in no event be responsible for keeping the Goods in good condition.

8.5 Acceptance or payment of all or part of the Goods or Services shall not be deemed a waiver of any claim based on delay of delivery or other failure to perform in accordance with these Conditions or the Contract and nothing herein shall exclude or limit any warranties.

8.6 Any advice or notice given by Buyer with regard to the Goods or Services to be delivered or performed shall not release Supplier in any way whatsoever from its own responsibility or liability with respect to the proper fulfilment of its obligations.

9.1 Unless otherwise agreed in the Agreement, Supplier shall deliver the Products DDP (Incoterms 2010).

9.2 In the Contract ""INCOTERMS"" means the most recent rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is signed. Unless the content otherwise requires, any terms or expressions which are defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in the Contract, but if there is any conflict between the provisions of Incoterms and the Contract, the latter shall prevail.

9.3 Unless otherwise agreed in writing between Buyer and Supplier, Supplier shall be responsible for complying with any legislation or regulations for both the export of the Products from the country of origin and the import of the Products into the country of destination and for the payment of any duties thereon.

10.1 Supplier shall be entitled to invoice Buyer on or at any time after delivery of the Services or the Goods.

10.2 Unless otherwise stipulated in the Purchase Order, the invoice for Services or Goods delivered will be contained in each delivery thereof. It is the responsibility of Supplier to provide a valid and correct invoice to Buyer. In the event that the invoice received is not valid, Buyer shall reject the invoice and return the invoice to Supplier stating the reasons for such a rejection. 

10.3 Supplier guarantees that all invoices are fully compliant with the applicable (tax) legislation. Any extra tax, penalty or other costs as a result of wrong invoices will be for the account of the Supplier.

10.4 Each invoice shall include the following information, and such other information reasonably requested by Buyer:

(a) invoice date;

(b) Supplier bank account details;

(c) Item, name, price and quantity of the Goods or delivered Services;

(d) total invoice value (in the same currency as the Purchase Order currency);

(e) Supplier’s VAT registration number, if applicable;

(f) reference to a valid Purchase Order number, for all Goods or Services ordered from Supplier on a Purchase Order; 

(g) reference the requester name, department or cost centre code, for all Goods or Services ordered from Supplier without a Purchase Order; and

(h) all information to meet any country specific tax or other legal requirements 

Unless provided differently in the Agreement, Buyer shall pay for the Goods or Services as agreed in the Purchase order following receipt by the Buyer of an official Supplierinvoice as mentioned in article 9.3 or, if later, after acceptance of the Goods or Services by Buyer. 

10.5 The issuing of any receipt or other acknowledgement by Buyer for Goods or Services shall not constitute a waiver by Buyer of any of its rights or obligations of Supplier under these Conditions or any other terms and conditions implied by law.

11.1 Buyer may suspend the performance of or terminate the Contract immediately upon written notice to the Supplier in the event that: (i) such Supplier becomes insolvent, (ii) a trustee or receiver is appointed for Supplier or all or a substantial portion of its property, (iii) such Supplier is the subject of a petition in bankruptcy, whether voluntary or involuntary, or of any other proceeding under bankruptcy, insolvency or similar laws; (iv) Supplier makes an assignment for the benefit of creditors; (v) Supplier is dissolved or liquidated, (vi) Supplier is in material breach of the Contract and that breach is not capable of remedy.

11.2 In the event of termination Buyer may keep or take possession of any Goods or of any items belonging to Buyer and to enter any premises of Supplier for that purpose.

11.3 If Buyer terminates the Contract Supplier shall return to Buyer all payments made and if Buyer rejects any Goods or Services Supplier shall return all payments made for the rejected Goods or Services. Where upon termination Buyer elects to keep or take any Goods or Services, it shall account to Supplier for them at a proportion of their price or their value to Buyer, whichever is less, but otherwise no compensation shall be payable to Supplier on termination or rejection.

11.4 Upon any termination or expiration of the Contract, all outstanding rights and obligations between the Parties arising from or in connection with the Contract shall immediately terminate, except any obligation that matured prior to the effective date of termination or expiration, including but not limited to any Purchase Orders which have been submitted to and accepted by Supplier prior to termination and any other provision which, by its terms, is understood to survive the termination or expiration of the Contract.

12.1 On five (5) working days prior written notice, Supplier shall allow for audit purposes Buyer-authorised personnel, advisors, auditors and regulators reasonable access to its premises, equipment, staff, and such other information as Buyer, it’s advisors, auditors or regulators may reasonable find necessary to verify performance by Supplier of its obligations under this Agreement, and will provide such facilities and assistance (including but not limited to storage, working space, power supply and telephone facilities) as they shall reasonably require.

12.2 Buyer shall have the right to conclude 1 audit per calendar year free of charge.

12.3 In case an audit reveals non-compliance with the Contract, Supplier shall remedy such non-compliance at its own cost within 30 days of receipt of notice by Buyer of such non-compliance.

12.4 If any quality audit to be performed by Buyer in respect of Supplier reveals major shortcomings from a quality perspective that are not capable of remedy, to be determined at Buyer's sole discretion, then Buyer may immediately terminate the Contract in accordance with Article 11.1 above. 

12.5 Supplier shall fully cooperate with any such audits or enquiry and – where required – ensure that its accountant shall cooperate with such audits and enquiries. Each Party shall seek to limit the impact of audits on the other Party’s day-to-day operations.

13.1 Either party may, for the duration of the event, postpone the carrying out of its performance of the obligations under the Contract on account of an event occurring which the party could not reasonably anticipate or control and which prevents the performance of the obligation. Such event could be, but is not limited to war, riots, fire, floods, sabotage, import and export restrictions, government regulations and shortage of energy. However, for the sake of clarity, failures shall be attributed to Supplier if they are caused by transport problems, illness of personnel, strikes and stagnation in Supplier’s business or in the business of any of its suppliers. 

13.2 A party shall as soon as possible, after the event constituting force majeure is considered to exist, inform the other party in an appropriate manner. The party claiming the benefit of this article 13 shall use all diligence to fulfil the obligations assumed under the Contract with the shortest delay possible. Buyer is entitled to terminate the Contract in the event the force majeure. Termination will be notified to the Supplier in writing.

14.1 Supplier shall be liable for all loss or damage suffered, or expenses incurred, by Buyer as a result of Suppliers non-performance of the Contract, its failure to perform timely or properly or its breach of any contractual or non-contractual obligation vis-à-vis Buyer or third parties or of any applicable rules and regulations. In addition, Supplier indemnifies Buyer against all loss or damage suffered, or expenses incurred, by Buyer resulting directly or indirectly from or related to Supplier’s non-performance of the Contract, its failure to perform timely or properly or its breach of any contractual or non-contractual obligation vis-à-vis Buyer or third parties or of any applicable rules and regulations.

14.2 Buyer’s total liability under or in connection with the Contract whether arising from negligence, breach of contract or otherwise, is limited to the fees paid under the Purchase Order under which the Goods or Services were purchased that caused the loss or damages, provided that the total aggregate liability of Buyer will never exceed EUR 50,000.

14.3 In no event shall Buyer be liable for any lost revenues, lost profits, loss of business, loss of data, incidental losses, indirect or consequential losses and special or punitive damages. Nothing in the Agreement excludes or limits the liability for willful intent or gross negligence by Buyer.

14.4 Supplier guarantees the fulfilment of obligations by third parties on Supplier's part (such as Supplier personnel or third parties or their employees hired directly or indirectly by Supplier) in the same way as it guarantees the fulfilment of its own obligations. Supplier shall be liable for all Goods and Services supplied by all subcontractors and shall furnish Buyer with copies of all subcontracts upon Buyer’s request at any time.

14.5 Supplier shall indemnify and hold Buyer harmless from any and all costs, damages, claims and liabilities whatsoever arising out or caused by Supplier’s breach or failure to fulfill his obligations under the Contract.

14.6 In addition to any other warranties, express or implied, Supplier warrants, without any verification by Buyer being required, to Buyer: 

(a) that that Supplier has all necessary permits and licenses or any other needed authorisation to perform its obligations under the Agreement; 

(b) that all Goods delivered shall be in all respects of sound materials and workmanship. This means that the Goods (including their packaging) are fit, safe and suitable for use intended by Buyer. In so far as the use intended by Buyer is unknown to Supplier, Supplier shall obtain such information from Buyer in writing beforehand;

(c) the merchantability of the Goods; 

(d) that the Goods are conform to the agreed specifications and approved samples or analyses, if any, and that they are free from defects, including but not limited to faults in design, material and manufacturing; 

(e) that the Goods comply with all applicable statutory requirements and all relevant environmental, health and (food) safety guidelines and relevant industry standards, including the statutory rules and regulations of the country of delivery and, in so far as known to Supplier, the country of destination;

(f) that the Goods delivered or performed do not constitute an infringement of intellectual property rights, including but not limited to patents, copyrights or trademarks, in the country of manufacture, the country of delivery, or the country of destination/use (the latter if and in so far as known to Supplier), and that they do not infringe on any other third party’s industrial rights. Supplier undertakes vis-à-vis Buyer and its customers that it shall fully indemnify Buyer and its customers from third parties and fully reimburse any damage suffered by Buyer and its customers as a result of such an infringement. Buyer may participate in the defense of any claim or suit arising hereunder without relieving Supplier of any obligation or liability hereunder and Supplier shall not enter into a settlement or other agreement that includes or imputes an admission of liability by Buyer without Buyer's prior written consent.

14.7 Buyer shall be entitled to reject any Goods that are not manufactured or delivered in accordance with article 13.6 (a)-(f).

15.1 Supplier shall keep Supplier shall keep the Confidential Information in strictest confidence and will not disclose, disseminate, publish or make the Confidential Information accessible, in whole or in part, in any way or form, to anyone, without Buyer’ prior written consent. Confidential Information may only be used by Supplier to the extent necessary for the performance of its obligations under the Contract. Supplier may not use any part of the Confidential Information after termination of the Contract. Supplier shall restrict disclosure of such material to such of its employees, agents or sub-contractors as need to know the same purpose of discharging Supplier’s obligations to Buyer and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind Supplier.

15.1 Supplier will at no time, directly or indirectly, derive from the possession or use of Confidential Information any (proprietary) right or title to, or interest in, that Confidential Information, and/or other know how or patentable intellectual property rights derived from or based on that Confidential Information, and will not claim any legal right or title thereto, either by means of patent application or otherwise.

15.2 The obligations of confidentiality in this Contract will survive termination of this Contract and will continue for a period of five (5) years after termination.

16.1 Subject to Article16.2, all Intellectual Property Rights belonging to a Party prior to delivery of the Goods or delivery of the Services shall remain vested in that Party.

16.2 Any Intellectual Property Rights that are developed in the Goods or the Services shall be the exclusive property of Buyer. All such Intellectual Property Rights under the Contract and in any derivatives and adaptations thereto, including any modifications, enhancements, additions or changes thereto, shall vest in Buyer unconditionally and immediately on their creation and Buyer is the sole owner thereof. Supplier hereby assigns in advance and agrees to ensure that each other relevant person shall assign, including by way of future assignment where relevant, to Buyer, all Intellectual Property Rights that are developed in the Goods or Services and such other interest as aforesaid, immediately on their creation, free of all encumbrances and attachments, which assignment and transfer is hereby accepted by Buyer. 

16.3 Supplier is hereby granted a non-exclusive, non-transferable, non-sublicenseable, revocable and royalty-free license for the term of the Contract to use the Intellectual Property Rights under article 16.2 for the sole purpose of delivery of the Goods and Services on the terms and conditions as set out in the Contract.

16.4 Supplier hereby grants to Buyer a non-exclusive, transferable, sublicenseable, irrevocable and royalty-free license for the term of the Contract to its Intellectual Property Rights to the extent required for Buyer to receive the Goods and Services.

16.5 Nothing in the Contract shall be construed as granting or conferring to Supplier any rights of license, expressly, implicitly or otherwise for such Intellectual Property Rights, other than explicitly set out in the Contract.

16.6 Neither Party's trademarks, trade names nor brands may be used by either Party for any purpose without the other Party's prior written consent. If that consent is given, the relevant Party shall use the relevant trademarks or brands in compliance with the consenting party's brand guidelines and in accordance with the terms and conditions of the consent or the relevant trademark licence between the Parties (if any).

17.1 Unless agreed otherwise in writing, Supplier may, as the data controller for such processing’s, process any personal data obtained in connection with the performance of the Contract. 

17.2 When Supplier processes personal data in the context of the Contract, Supplier shall comply with applicable data protection law. If Buyer considers it important for the performance the Contact, Supplier shall, upon request, inform Buyer without delay in writing about the manner in which Supplier fulfills its obligations under the applicable data protection law.

17.3 Supplier shall take suitable technical and organisational measures to protect personal data received from Buyer against loss and unlawful processing. These measures will provide for an adequate level of protection, taking into account the risks involved in the processing and the nature of the personal data. 

17.4 Supplier shall indemnify and keep indemnified Buyer against all claims, proceedings or actions brought by a competent public authority and/or an individual against Buyer arising out of any breach by Supplier and/or any of its processors of any third party rights or its obligations under applicable data protection law in connection with the personal data provided to Supplier by Buyer.

17.5 If applicable, the Parties shall comply with their respective obligations as agreed in a Data Processing Agreement or Data Protection Agreement in a form as indicated by Buyer. 

18.1 Supplier shall:

a. comply with (and take all reasonable measures to ensure and do nothing to prejudice Buyer’s compliance with) all Applicable Laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, sanctions and trade embargoes including but not limited to the Criminal Code in the relevant jurisdiction, Sanctions Act 1977 and sanctions laws and regulations imposed by the U.S. Office of Foreign Assets Control and the European Union (“Relevant Requirements”);

b. not engage in any activity, practice or conduct which would constitute an offence under the Relevant Requirements;

c. comply with Buyer’s Code of Ethics and Buyer’s anti-bribery and anti-corruption policies (as may be amended by Buyer from time to time at its discretion) (“Relevant Policies”);

d. promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Agreement;

e. immediately notify Buyer (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of the Agreement); and

f. Supplier shall ensure that any person associated with the Supplier (including all Supplier and Subcontractor Personnel) who is performing services or providing goods in connection with the Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Article 18 (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms.

g. Breach of this Article 18 shall be deemed a material breach of the Agreement, incapable of remedy.

h. For the purpose of this Article 18, the meaning of foreign public official and whether a person is associated with another person shall be determined in accordance with the Criminal Code in the relevant jurisdiction, in connection with the interpretation in relevant case law. For the purposes of this Article 18, a person associated with the Supplier includes but is not limited to any Subcontractor of the Supplier.

i. Buyer reserves the right to take all actions, including termination of any particular Service, upon not less than days written notice to the Supplier, without penalty or liability, that are reasonably believed, to be necessary to assure compliance with this Article 18 or to avoid being subjected to regulation as a common carrier or utility. No such termination or refusal to perform shall be .

19.1 Supplier shall not assign the Contract in whole or in part nor shall Supplier subcontract any part of the Contract without Buyer's prior written consent, which shall not be unreasonably withheld. Supplier may, however, assign the Contract to a successor in ownership of all or substantially all its business assets, provided that such successor shall expressly assume in writing the obligation to perform in accordance with the terms and conditions of the Contract. Buyer may assign the Contract in whole or in part or subcontract a part of the Contract to any person, firm or company.

20.1 Supplier shall be at all times adequately insured with reputable insurers against the insurable risks under the Contract, amongst others but not limited to general / employers and Goods liability and property damage / business interruption. Upon request Supplier shall provide certificates signed by the insurers as proof of insurance.

a. These Conditions shall continue in full force and effect notwithstanding any termination or completion of the Contract.

b. If one or more provisions of these Conditions for some unknown reason cannot be put into force or become invalid, the other provisions shall remain in full force and effect. The closest possible interpretation of the intention of the provision involved shall then be used.

c. Nothing in these Conditions shall prejudice any other conditions or warranty (express or implied) to which Buyer may be entitled.

d. No failure or delay on the part of Buyer to exercise any of its rights in respect of any default under the Contract by Supplier shall prejudice Buyer’s rights in connection with the same or any subsequent default.

22.1 Should Supplier fail to fulfill any of its obligations, all costs incurred by Buyer in obtaining settlement out of court shall be for Supplier's account. Supplier shall also reimburse Buyer for all costs reasonably incurred in connection with legal proceedings where judgment is fully or substantially awarded against Supplier. These costs shall in any case include the fees of outside experts, bailiffs and lawyers, even if these costs exceed the amount awarded by the court.

a. The Contract and all ensuing agreements are governed by the laws of the country where the relevant Buyer company has its registered office. Applicability of the United Nations Convention on contracts for the International Sale of Goods (CISG) is explicitly excluded. 

b. In relation to any matter arising under or in connection with the Contract, the Parties irrevocably agree to submit to the exclusive jurisdiction of the courts of the state, province or other administrative area in which Buyer is incorporated (if applicable) or otherwise to the exclusive jurisdiction of the courts of the country in which Buyer is incorporated.