In these General Terms and Conditions of Purchase (“Terms and Conditions”), Buyer shall mean Telit Communications Ltd, a public company, incorporated under the laws of England and Wales with registered office in Cannon Place 78, Cannon Street, London, EC4N 6AF, United Kingdom, as well as all its Affiliates and Ordering Parties (hereinafter collectively “Buyer”)
1.1 These Terms and Conditions shall govern and form an integral part of all agreements entered into and for all Purchase Orders (“Purchase Order”) placed by Buyer for the supply of Products and/or services by your company as well as by your authorized distributors/sales agents (hereafter collectively referred to as “Supplier”). Each such agreement or purchase order shall be referred to herein as the “Agreement”. As used herein, the term “Products” shall include both tangible and intangible Products, including components, software, service requirements, spare parts and any related software and/or documentation that may accompany the Products. Reference to “Products” shall where appropriate be deemed to include services.
1.2 The term “Affiliate” of Buyer or Supplier shall mean any entity or person which: (i) is controlled by Buyer or Supplier; or (ii) controls Buyer or Supplier; or (iii) is under common control of Buyer or Supplier. For this purpose “Control” means that more than fifty one percent (51%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity. An entity is considered an Affiliate only so long as such ownership or control exists. Main Affiliates are Telit Communications s.p.a. (Italy), Telit Communications Spain S.L., Telit Wireless Solutions Ltd. (Israel), Telit Wireless Services Ltd (Israel), Telit IoT Solutions Inc., Gainspan Corporation, Gainspain India, Telit Wireless Solutions Hong Kong Ltd., Telit Wireless Solutions (Shenzhen) Co. Ltd., GlobalConect Ltd; Shanghai Stollmann Communication Technology Co., Ltd; Telit Wireless Solutions Japan KK; Telit Wireless Solutions (Australia) PTY Ltd.;Telit Communications Cyprus Ltd, Telit Technologies (Cyprus) Ltd; Telit Wireless Solutions Co. Ltd., Telit Wireless Solutions Gmbh (Germany), Telit Wireless Solutions Technologia e Servicos Ltda (Brazil).
1.3 These Terms and Conditions shall constitute all of the terms and conditions of any Agreement between Buyer and Supplier relating to the purchase by Buyer and sale by Supplier of Products unless specifically agreed otherwise in writing by Buyer. Any terms and conditions set forth on any document or documents issued by Supplier either before or after issuance of any document by Buyer setting forth or referring to these Terms and Conditions are hereby explicitly rejected and disregarded by Buyer, and any such terms and conditions shall be wholly inapplicable to any purchase made by Buyer and shall not be binding in any way on Buyer. Any changes in these terms and/or the Agreement must be specifically agreed to by both parties in writing.
1.4 Any purchase order of Buyer is expressly made conditional on Supplier’s consent to all of the terms contained in the purchase order without deviation. Acceptance by Supplier of a purchase order may be evidenced by (i) Supplier’s written or verbal consent or the written or verbal consent of any representative of Supplier, (ii) Supplier’s delivery of the Products, or (iii) other conduct by Supplier or any representative of Supplier consistent with acceptance of the purchase order. Acceptance of any purchase order implies acceptance of these Terms and Conditions.
1.5 Supplier acknowledges that an Affiliate or any manufacturer or any other subcontractor of Buyer (“Ordering Parties”) may purchase the Products on Buyer’s behalf from the Supplier under the Terms and Conditions.
1.6 Supplier hereby agrees Buyer may enforce these Terms and Conditions directly against Supplier in respect of any Products which Buyer incorporates in the devices notwithstanding that such Products have been acquired by Ordering Parties.
2.1 Buyer will issue a continuous non-binding rolling forecast of demand for purchases planned over the following 6 (six) months (“Forecast”). Forecast will be regularly updated. Forecast is not to be regarded as firm commitment to purchase but only intended for planning purposes. Accordingly, Buyer is not obliged to buy the quantities as specified in the Forecast. Purchase Orders in line with Forecast will be delivered at delivery dates as provided by Forecast. Supplier commits to hold any time buffer stock in volumes corresponding to 20% of the volumes forecasted by Buyer over the following month. Moreover the Supplier commits to spend its best commercial efforts to accommodate any extra demand in addition to forecasted quantities.
2.2 Lead Time. For the purposes hereof, “Lead Time” means the time required to elapse between the date of the Purchase Order and the date of delivery of Products. Supplier commits to comply with Lead Times below 6 (six) weeks. Lead Time are applicable only for quantities not in line with Forecast. Supplier shall inform Buyer about any deviation having impact on the reliability of supply immediately in writing.
3.1 If any Purchase Order received by Supplier is not rejected within 3 (three) days nor has any issues or concerns related to any part of its contents been raised, it shall be deemed accepted. Supplier may only reject Purchase Orders if they are not in conformance with the terms and conditions of these Terms and Conditions.
3.2 Nothing in these Terms and Conditions shall constitute obligation by the Buyer and/or its Affiliates and Ordering Parties to issue Purchase Orders and/or to purchase Products.
4.1 All Products shall be delivered under the delivery terms indicated in the Purchase Order (from the Ordering Party). In the event no delivery terms are set forth in the Purchase Order, the applicable term shall be Delivered Duty Paid (“DDP”) or equivalent, according to the most updated version of Incoterms as issued by ICC, Paris, (France) at Buyer’s premises or in any other location elected by Buyer. Title to the Products (free and clear of any encumbrances) shall pass to Buyer on delivery, unless expressly otherwise agreed in writing by Buyer. Supplier shall make no deliveries before the agreed delivery date(s) and Buyer shall not be liable for any costs caused by or related to production, installation, assembly, commissioning or any other work related to such Products prior to delivery, except as explicitly agreed to by Buyer. Where the Agreement provides for installation, commissioning or any other work to be carried out by Supplier, such work shall be executed with good workmanship and using proper materials. As a minimum requirement, such Products shall comply with all applicable quality and certification standards as well as with the applicable technical specifications and industry standards. Supplier shall pack, mark and ship the Products in such manner as to prevent damage during transportation and which facilitates unloading, handling and storage. For all software, including without limitation device drivers, firmware and any necessary software for the proper operation and support of the Products (collectively “Software”) Buyer and its Affiliates are granted a perpetual, non-exclusive, non-transferable, irrevocable, royalty-free, worldwide right and license to use, reproduce, disassemble, modify, prepare derivative works of and distribute the Software in connection with Buyer’s distribution and support of the Products including without limitation distribution in electronic form (e.g. via Buyer’s website). Supplier agrees to provide all updates and modifications to the Software to Buyer during the term of the Agreement without additional charges. Any license fees for Software shall be included in the purchase price or any other amounts payable under the Agreement.
5.1 Buyer undertakes to deliver Products in accordance with these Terms and Conditions in the place and at the time indicated in the applicable Purchase Order issued by the Buyer (“Delivery Date”).
5.2 Time is of the essence for the purposes of Supplier’s obligations hereunder. In the event Supplier for any reason anticipates any difficulty in complying with any Delivery Date or otherwise in accordance with any Buyer’s requirement, Supplier shall promptly notify Buyer in writing.
5.3 Supplier recognizes that the Products will be supplied with, or as part of, Products manufactured or supplied by Buyer to Buyer’s customers and that any delay in supply of Products to such customers may expose Buyer to considerable expenses and damages. If Supplier knows or has reasonable grounds to suspect that the delivery is likely to be, or will be, delayed, it shall inform Buyer without delay, providing information as to the expected length of the delay and the reason for the delay.
5.4 If the Products are not delivered on the Delivery Date, Buyer reserves the right to:
a) cancel the Purchase Order in whole or in part; and/or
b) refuse to accept any subsequent delivery of the Products that Supplier may attempt to make; and/or
c) recover from Supplier any expenditure it reasonably incurs in obtaining the Products in substitution from another supplier; and/or
d) claim damages for any additional costs, losses or expenses incurred by Buyer which are in any way attributable to Supplier’s failure to deliver the Products on the due date; and/or
e) in the event that Buyer is unable to meet its contractual commitments by reason of any delay in the delivery of the Products by Supplier, the purchase price charged by Supplier to Buyer shall be reduced by 1.5% for each week, or part thereof, of delay up to a maximum of 15% of the buying price.
5.5 Without prejudice to the provisions above, Supplier shall take all reasonable steps to minimise the delay, including but not limited to use of overtime and use of quick delivery services (such as air courier services), and all such steps shall be at Supplier’s cost.
5.6 If delivery takes place before the Delivery Date, Buyer is entitled to:
a) in the event the delivery takes 3 (three) working days or more before the Delivery Date, refuse all or part of the delivery, and products for which delivery is refused shall be and remain at Supplier’s risk and shall be returnable at Supplier’s expense; and/or
b) accept the delivery, but make payment in accordance with the terms agreed in the purchase order.
5.7 Buyer will be entitled to cancel or reschedule any Purchase Order until one week before the Delivery Date. Within one week from the Delivery Date, Supplier shall use its best efforts to accommodate any reasonable request by Buyer to reschedule confirmed Delivery Dates, or to change other parts of any Agreement. Upon Buyer’s request Supplier shall without delay provide information in writing concerning the status of any order, shipments due and payments and such other items relating to the business flow between Supplier and Buyer as Buyer may request. Supplier undertakes to inform Buyer immediately when it anticipates constraints on its capacity to supply Products as ordered by Buyer, in which case Supplier will provide suitable assurances to Buyer that its requirements will be adequately serviced.
6.1 Supplier undertakes to provide Buyer with applicable data sheets, quality compliance documents and addendums as well as any other technical document as the Buyer may reasonably require (“Technical Specifications”).
6.2 Without prejudice to any warranty extended, express or implied, by law, Supplier expressly warrants and represents to Buyer that all Products to be supplied to Buyer shall be new, of good quality, design, materials, construction and workmanship, that all Products conform strictly to the applicable Technical Specifications, approved samples, industry standards and all other requirements of the Buyer, they are suitable for the intended purpose, and that they do not breach any third party’s Intellectual Property Rights on a stand-alone basis as well as embedded and/or in combination with the Buyer’s Products. These warranties shall be guaranteed for a period of thirty-six (36) months from delivery of Products to Buyer’s customers. In the case of non-compliance with this warranty, Buyer may, at its discretion and without prejudice to any other right or remedy available under the Agreement or at law, reject the Products which do not comply with the provisions of the first sentence of this section 6.2 (hereinafter referred to as Products having a “Defect” or “Defective Products”) by written notice to Supplier. In the event of such rejection or if Buyer detects any Products having a defect after acceptance thereof, Buyer, at its option, shall be entitled to a full refund of the purchase price of the defective Products, or may require Supplier to remedy promptly the non-conformance or to replace the defective Products. In such event Supplier shall be responsible for and shall indemnify Buyer against and shall hold Buyer harmless from any and all cost of repair, replacement and transportation of the Defective Products, as well as for all costs and expenses (including, without limitation, recall, inspection, handling and storage costs) and damages of any kind incurred by Buyer in connection with such Defective Products. Risk to the Products shall pass to Supplier as from the notice of rejection. Supplier will provide out of warranty service to Buyer and its Affiliates at commercially reasonable prices for a period of five (5) years after the last date of manufacture of the Products.
7.1 Supplier warrants that the Products will be free from epidemic defects. An “Epidemic Defect” is a defect which appears in more than 0.1% (or any lower percentage as specified in the applicable Technical Specifications) of the Products of the same or substantially the same type delivered by Supplier to Buyer or its Affiliates within the epidemic defect period as stated in the relevant specifications, or if no such period is stated, within any consecutive period of three (3) months, and which defect is either similar or substantially similar or has similar or substantially similar cause. In the event of an Epidemic Defect, Supplier shall urgently and at its costs and expense repair or replace Products delivered to Buyer which show such Epidemic Defect within the reasonably expected life time of such Products and Supplier shall further indemnify Buyer for all losses and damages incurred by Buyer, including without limitation all costs and damages in relation to recall of any Products or products in which the Products are used from the market (whether defective or not) in relation to the Epidemic Defect.
8.1 Subject to acceptance of the Products by Buyer, payment shall be made ninety (90) days from the end of the month on which the Products were received, or (if applicable) installed, commissioned and accepted, whichever is later.
8.2 Supplier shall accept payment for the Products regardless whether payment is made by Buyer or any of its Affiliates or Ordering Party. Buyer shall, at all times, have the right to set-off any amounts owed by Supplier or any of its Affiliates to Buyer or any of its Affiliates against amounts owed by Buyer or any of its Affiliates to Supplier or any of its Affiliates. Supplier acknowledges and agrees that any debt of Buyer to Supplier may be paid on behalf of Buyer by any of its Affiliates and/or any third party designated by Buyer. Supplier will treat such payment as if it were made by Buyer itself and Buyer’s debt to Supplier will automatically be satisfied and discharged for the amount paid by such Affiliate or third party.
9.1 All prices are comprehensive of custom duties, VAT and taxes. Prices can be changed only with mutual agreement between the parties. All such taxes and duties deemed included in the price shall be borne by Supplier, and Supplier shall pay such taxes and duties itself or, where these have been paid by Buyer, reimburse Buyer for such taxes and duties. Supplier warrants that the prices for Products will not be less favourable than prices applicable to sales by Supplier to any other customer purchasing like quantities of substantially comparable Products. Supplier is not entitled to change prices unless with the prior written consent by the Buyer.
10.1 Buyer shall have the right to inspect or test the Products at all times and places subject to reasonable prior notice. Payment, inspection, testing or acceptance of any Products by Buyer shall not relieve Supplier of any of its obligations under the Agreement, nor shall it constitute acceptance or approval of any Products or constitute or operate as a waiver of any defect, nonconformity or any rights or remedies available under the Agreement or at law.
10.2 Supplier shall make available to Buyer the results of audits and certifications, and shall allow Buyer or its customers to carry out on its premises audits with regards to Products, processes and systems at any time with two (2) days prior notice.
10.3 Supplier and its subcontractors shall keep accurate records and books of accounting showing all charges and related expenses incurred in the Products. Said records shall be maintained in conformance with generally accepted accounting principles and procedures. Buyer shall have the right to inspect such records and perform audits for five (5) years from the date of delivery, on Supplier’s or its subcontractors’ premises during business hours, or to assign said audits to external parties.
10.4 In the event the audit should evidence any significant deviation from these Terms and Conditions, audit costs will be charged to the Supplier in full.
11.1 Any equipment, specifications, drawings, information, tools, moulds, masks, jigs, dies and other materials furnished to Supplier or funded or paid for by Buyer (whether separate or as a part of the unit price), in whole or in part, shall (i) remain or become as of the moment of completion thereof, Buyer’s property, provided the risk therefor (including risks of loss or damage) remains with Supplier until delivery to Buyer, (ii) if use thereof by Supplier is allowed by Buyer, be used exclusively for the purposes of the Agreement, be properly used, maintained and kept in good working condition at Supplier’s expense, (iii) be clearly marked as Buyer’s property and be kept in separate storage when not in use, and (iv) be delivered to Buyer promptly on Buyer’s demand. Supplier shall inform any third parties who might seek recourse thereon of Buyer’s proprietary right; Supplier shall immediately inform Buyer of any such event. Supplier shall take out adequate insurance, mentioning Buyer as beneficiary, for all property of Buyer in the possession of Supplier.
12.1Supplier agrees that any information, drawings, know-how, specifications, designs, concepts, techniques, developments, inventions, technologies and other work products generated or developed in the course of work performed under these Terms and Conditions by Supplier and any intellectual property and other proprietary rights (collectively referred to as “Intellectual Property Rights”) therein or thereto shall vest in Buyer. Supplier assigns or shall cause to be assigned to Buyer all right, title and interest to any and all such items and rights and to do everything necessary to perfect such rights and to protect Buyer’s interest therein. Supplier shall inform any third parties who might seek recourse thereon of Buyer’s proprietary rights; Supplier shall immediately inform Buyer of such an event.
12.2 Supplier represent and warrants that the Products, as a stand-alone as well as in combination with the Buyer’s products, do not infringe any third parties Intellectual Property Rights.
12.3 If any Product becomes, or in Supplier’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim, Supplier will promptly notify Buyer (the “Infringement Notice”) and, at Supplier’s expense and in addition to any other rights Buyer may have under these Terms and Conditions: (a) promptly at Supplier’s expense secure the right to continue using and selling the Product at no extra cost for the Buyer; or (b) if this cannot be accomplished with commercially reasonable efforts, then replace or modify the Product to make it non-infringing or without misappropriation; provided, however, that any such replacement or modification may not degrade the performance or quality of the Product or disrupt Buyer’s business operations nor imply any additional cost for the Buyer; or (c) if neither of the foregoing can be accomplished by Supplier with commercially reasonable efforts, then, no earlier than 180 days after the date of Supplier’s Infringement Notice, Supplier may stop selling the affected Product to Buyer. During the foregoing 180-day period of time and unless prohibited by Law, Supplier shall not suspend delivery of the affected Product and Supplier shall not increase the prices charged therefor as the direct result of such infringement or misappropriation claim. If Supplier chooses to stop selling any such Product and Supplier is not otherwise prohibited by Law from selling the Product, Supplier will be deemed to be in default and Buyer may exercise its termination and other rights and remedies.
12.4 Supplier represents and warrants that, to the best of its knowledge after proper due diligence and inquiry, software or other Products to be provided to Buyer for use or distribution by Buyer (including in Buyer’s Product packages or through a download from Buyer’s website, or otherwise) does not include any portion of any Open Source Software (“Open Source Software”), unless to the extend expressly communicated in writing to Buyer. Supplier agrees that it will defend, indemnify and hold harmless Buyer and its customers against any and all losses, damages, costs and expenses arising from a breach by Supplier of any of its obligations or representations hereunder, including, without limitation, any third party claims in connection with any such breach.
For the purpose of this representation and warranty, the term Open Source Software means:
(i) any Software that requires as a condition of use, modification and/or distribution, that such Software: a) be disclosed or distributed in source code form; or b) be licensed for the purpose of making derivative works; or c) can be redistributed only free of enforceable Intellectual Property Rights (e.g., patents);
(ii) any software that contains, is derived in any manner (in whole or in part) from, or statically or dynamically links against any software specified herein above.
13.1 Without prejudice to any other right or remedy available to Buyer under the Agreement or at law, Supplier shall indemnify and hold Buyer and its Affiliates and their successors and assigns, harmless from and against all liabilities, claims, suits, losses, damages, costs and expenses (including reasonable attorney’s fees), whether direct or indirect, arising from or occurring in connection with:
(a) noncompliance or breach of any representation, warranty or obligation under the Agreement or these Terms and Conditions;
(b) recall campaign, service campaign, corrective action, or other voluntary or involuntary action or effort in which Buyer participates with respect to the Products or, to the extent caused by the Products, products into which the Products are incorporated;
(c) spill, discharge or emission of hazardous wastes or substances which is caused, in whole or in part, by Supplier and/or one or more of the Products;
(d) infringement or misappropriation of any Intellectual Property Right relating to Products or any portion thereof, on its own or in combination with other goods or services;
(e) damages to property or personal injuries to the extent arising from or in connection with Supplier’s work on Buyer’s premises or Supplier’s use of Buyer property;
(f) challenge to Buyer’s sole right, title and interest in Products or the Buyer Property, or right to possession of the Buyer Property brought by any third party, including toolmakers, subcontractors, and lending institutions; or
(g) Claim by, on behalf of, or related to Supplier personnel (and for purposes of this Subsection, Supplier hereby waives any immunity provided by applicable workers’ compensation or similar Laws).
13.2 Indemnification shall include all repair or replacement costs and associated costs, any compensation paid to third parties and all recall costs, if any. Without prejudice to any other right or remedy available to Buyer under the Agreement or at law, Supplier agrees that it will indemnify and hold Buyer, its Affiliates and their successors and assigns harmless from and against all liabilities, including without limitation product liability, claims, losses, damages, costs and expenses (including reasonable attorney’s fees), whether direct or indirect (including, without limitation, loss of profits), arising from or relating to Supplier’s (or its officers’, employees’, agents’ or subcontractors’) failure to comply with any of its obligations under the Agreement.
14.1 Supplier will not be entitled to alter, modify or change the Products in any way without prior written consent of the Buyer. Subject to Buyer’s approval, any change to the Products should be handled in compliance with JESD46D.
14.2 Supplier will not be entitled to discontinue the manufacturing of any Product without prior written notice to the Buyer, which shall be given with not less than 12 (twelve) months prior written notice, and prior written consent by the Buyer. Except to the extent hereby expressly derogated, Product termination will be handled in compliance with JESD48B. In the event of discontinuation, Supplier shall provide a fully compatible alternative Product. All costs of testing and validation to be incurred by the Buyer, its Affiliates, the Ordering Party and the relevant customers will be due and shall be paid by the Supplier.
14.3 In the event that Supplier is in default, Buyer may notify Supplier of its intent to have the Products manufactured (or services performed) directly by Supplier’s designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Buyer as stipulated below if such default is not remedied within fourteen (14) days of Buyer’s notice or if within same period no precautions are taken by Supplier to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Buyer will have the right to have the affected Products manufactured or services performed directly for Buyer by the Subcontractor. At the same time Buyer provides notice to Supplier, Buyer will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship Products or perform the services to Buyer immediately if Supplier does not cure the default or does not take precautions to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the Products or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the Products or perform the services directly to Buyer, Supplier will immediately provide to Buyer all materials, specifications and other items necessary to enable Buyer, or a third party designated by Buyer, to manufacture, support, distribute, license and sell the Products or perform the services (“Materials”). In addition, Supplier grants to Buyer a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary Intellectual Property Rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the Products and performing the services, (ii) distribute and sell such Products, and (iii) authorize third parties to do any of the foregoing on Buyer’s behalf. The Materials will be provided to Buyer’s third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the Products or perform the services for Buyer. Supplier agrees to extend its warranty and indemnity obligations as set forth under sections 6 and 13 of these Terms and Conditions, to any Products manufactured or services performed by Subcontractor or a third party pursuant to the provisions of this section 14.
15.1 Buyer may terminate all or any part of its obligations under any Purchase Order to purchase or accept Products at any time for its convenience upon written notice to Supplier. If Buyer provides the written notice to Supplier at least thirty (30) days prior to the specified Delivery Date of the relevant Products, Buyer shall have no liability for the termination. If Buyer terminates the Agreement on less than thirty (30) days notice, Buyer and Supplier will negotiate a reasonable termination charge, if any, based on all appropriate factors, including, without limitation, the percentage of work performed by Supplier prior to termination, Supplier’s ability to resell or reuse the Products or services, and market conditions prevailing at the time of termination. Supplier has a duty to use its best efforts to mitigate any damages or losses resulting from a termination by Buyer. Buyer shall have the right to audit all elements of the termination charge and Supplier shall make available to Buyer on request, all books, records and papers relating thereto.
15.2 If Supplier fails to comply with any obligations of the Agreement, Supplier shall be in default without further notice being required. In the event of default, insolvency or bankruptcy proceedings are instituted against Supplier (including voluntary insolvency or bankruptcy proceedings), Supplier is liquidated or dissolved, any attachment is made over the assets of Supplier or on its behalf, Supplier makes an unauthorised assignment for the benefit of creditors, or any other person or entity than the person or entity having control over Supplier at the date of the Agreement acquires control over Supplier, Buyer shall be entitled to rescind or terminate the Agreement, in whole or in part, without prejudice to any other rights or remedies available to Buyer under the Agreement or at law (including, without limitation, the right to seek damages). If Buyer for any reason anticipates any difficulty for Supplier in complying with any obligations of the Agreement, Buyer shall be entitled to require Supplier to remedy such non-compliance within a period to be set by Buyer in its discretion.
15.3 All provisions of the Agreement are destined to survive the dissolution, termination or expiration thereof shall survive such dissolution, termination or expiration.
16.1 Supplier shall use any trademark, tradename or other indication in relation to the Products, whether owned by Buyer and/or its Affiliates, Supplier or any third party, only in accordance with Buyer’s instructions or prior written approval and solely for the purposes expressly specified by Buyer in writing. Supplier shall not have nor obtain any right, title or interest in or to any Buyer’s or its Affiliates’ owned trademarks, tradenames or other indications. All rights related to or resulting from the use by Supplier shall inure to the benefit of Buyer and its Affiliates. Supplier herewith acknowledges all rights, title and interest of Buyer and/or its Affiliates in respect of and to the Buyer’s and/or its Affiliates’ owned trademarks, tradenames and other indications.
17.1 IN NO EVENT BUYER WILL BE LIABLE TO THE SUPPLIER FOR LOSS OF PROFITS, REVENUE, GOODWILL OR PRODUCTION DOWNTIME, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTAL DAMAGES EVEN IF BUYER IS ADVISED OF THE SAME. IN NO EVENT THE LIABILITY OF THE BUYER WILL EXCEED THE PURCHASE PRICE DUE FOR THE PRODUCTS REGULARILY PURCHASED, DELIVERED AND ACCEPTED.
18.1 Supplier shall not subcontract, transfer or assign any of its rights or obligations under the Agreement to any third party or any of its affiliates without the prior written consent of Buyer. If Supplier is permitted to subcontract any of its obligations hereunder, it shall remain fully responsible and liable for the proper performance of its obligations under any Agreement. Buyer may assign any Agreement to any of its Affiliates or to any third party in connection with a merger upon written notice to Supplier.
18.2 No waiver by Buyer of any breach of any condition, covenant or term of the Agreement shall be effective unless it is in writing and no failure or delay by Buyer in enforcing any provision of the Agreement or in exercising any right, power or privilege hereunder shall operate as a waiver thereof.
18.3 Supplier agrees that it will not export or re-export, directly or indirectly, any of Buyer’s items, (Products, Software, incl. source codes, technology or technical services), without complying with all applicable international and national export control laws.
18.4 Supplier represents and warrants to Buyer that the Products will and have been designed, manufactured and delivered and/or the services will have been performed in compliance with all applicable laws and regulations (including, without limitation, environmental, health and safety laws and regulations and any Buyer policies or guidelines on the environment and banned substances from time to time informed to Supplier). In the event of dangerous or hazardous Products, Supplier shall provide to Buyer written and detailed specifications of the composition of such Products and of all laws, regulations and other requirements relating to such Products in order to enable Buyer to properly transport, store, process and use such Products.
19.1 Supplier agrees to treat as confidential and to use only for the purposes of the Agreement all information, including but not limited to technical and commercial information, which is provided “as is” in whatever form or medium by or on behalf of Buyer and of its Affiliates and to give access to such information only on a need to know basis to its employees and not to transfer, publish, disclose or otherwise make available such information or any portion thereof to any third party without Buyer’s prior written consent. All information shall remain Buyer’s property and no licenses or rights are granted in any such information and Supplier shall, upon Buyer’s demand, promptly return to Buyer or destroy all such materials and information, not retaining any copies thereof, upon Buyer’s demand. Supplier shall not use the name, logo, trademark, or any other reference to Buyer, either direct or indirect, in press releases, advertisements, sales literature or other publications and shall not disclose the existence or the terms and conditions of the Agreement, without the prior written consent of Buyer.
20.1 These Terms and Conditions shall be governed by the laws of England and Wales. The UN Convention on Contracts for the International Sale of Products shall not apply. All disputes arising out of or in connection with the Agreement shall be submitted to the courts of London, UK, provided that Buyer shall always be permitted to bring any action or proceedings against Supplier in any other court of competent jurisdiction.