Terms and Conditions
for the Sale and Supply of Goods and Services (“Conditions”)
1.

INTERPRETATION
For the purposes of these Terms and Conditions of Sale and Supply (“Conditions”):“Buyer”
the person, firm or company which places an order for purchase of Products
and/or Services as identified in any such order or Quotation as the case may be.
“Conditions”
these terms and conditions of sale and supply as from time to time varied by
Supplier.
“Contract”
the agreement between Supplier and Buyer arising as a result of Buyer’s
submission of an order for Supplier's Products and Supplier’s written acceptance
and/or, in the case of Services, an agreement between such parties for theprovision of Services by Supplier, as initiated by a Quotation. Such Contract shallbe deemed to incorporate and be governed by these Conditions.
“Products”
goods as agreed to be supplied by Supplier to Buyer under any Contract including,
Software if any.
“Quotation” a document provided by Supplier describing Products and/or Services offered to Buyer,
subject to these Conditions.
“Services”
means any services which Supplier has agreed to provide using reasonable careand skill under any Quotation or Contract, as applicable.
“Supplier”
Creoptix A.G. or any of its Affiliates as named in any Quotation. In this context,
an “Affiliate” means any other entity directly or indirectly controlled by Spectris
Plc.

9.2

BASIS OF SALETHESE CONDITIONS SHALL TAKE PRECEDENCE OVER ANY TERMS AND CONDITIONS WHICH APPEAR IN
BUYER’S ORDER OR IN ANY DOCUMENTS INCORPORATED BY REFERENCE IN BUYER’S ORDER. No termor condition of Buyer’s order additional to or different from these Conditions shall become part of any
Contract unless explicitly agreed to in writing by Supplier. Retention by Buyer of any Products
delivered by Supplier, receipt by Buyer of any Services performed by Supplier or payment by Buyer of
any invoice rendered hereunder, shall be conclusively deemed acceptance of these Conditions.
Supplier’s failure to object to any provision contained in any communication from Buyer shall not be
construed as a waiver of these Conditions nor as an acceptance of any such provision.

10.
10.1

3.

QUOTATIONS
Prices, specifications and delivery date referenced in Supplier's Quotations are for information onlyand shall not be binding on Supplier until all technical requirements have been agreed and Supplier
has accepted Buyer's order. Quotations terminate if Buyer does not place an order with Supplier within
any express period indicated by Supplier or after 60 days, whichever comes first.

11.
11.1

4.

ORDERS
By submitting an order to Supplier, Buyer agrees to be subject to these Conditions in their entirety.
No order, whether or not submitted in response to a quotation by Supplier, shall be binding upon
Supplier until accepted in writing by Supplier.

5.

PRICES AND TAXESThe prices for Products and Services will be as set out in the Quotation or as otherwise agreed between
the parties in writing. As and when applicable to the Products sold and/or Services supplied under
any Contract, prices do not include taxes, transport charges, insurance and export and/or importcharges or duties, including without limitation sales, value added tax, use or excise taxes, which taxes
and other charges may, in Supplier’s discretion, be added by Supplier to the price or billed separately
and which taxes and other charges shall be paid by Buyer unless Buyer provides Supplier with any
necessary tax exemption certificate. Buyer shall pay for taxes, transport charges, insurance,
export/import charges and duties unless agreed otherwise in writing.

6.
6.1

SHIPMENT AND DELIVERY
Unless otherwise agreed by both parties in writing, Supplier shall arrange for delivery of Products Free
Carrier (FCA Incoterms 2010) to Supplier’s manufacturing facility (or an (international) airport close toSupplier’s manufacturing facility) as agreed between the parties. Any dates quoted or agreed fordelivery of Products or provision of Services are approximate only and Supplier shall not be liable forany delay howsoever caused and time is not of the essence.
Supplier reserves the right to make delivery of Products and provision of Services by instalments andto issue a separate invoice in respect of each instalment. When delivery is to be by instalments or
Supplier exercises its right to deliver by instalments or if there is delay in the delivery of any one ormore instalments for whatever reason Buyer shall not be entitled to treat the Contract as a whole asrepudiated.
If Products are ready to be delivered to Buyer but Buyer has requested a change to the agreed delivery
date, then Supplier shall have the right to charge the Buyer reasonable storage costs. Such storage
costs will be charged from the first day after the original delivery date until the new agreed delivery
date. The costs shall be invoiced and payment due in accordance with 9.3.

2.

9.3

9.4

9.5

9.6

10.2

In the event of a delay in the delivery or acceptance that is not attributable to Supplier, the payment
scheme shall not be affected and Buyer shall pay the installments based upon the initially agreed upondelivery or acceptance date.
Supplier shall be entitled to invoice Buyer, in respect of Services, yearly or monthly in advance. Termsof payment shall be net thirty (30) days from date of invoice for Products and Services unless agreed
otherwise.
All amounts due under a Contract shall be paid in full by Buyer without deduction, withholding, setoff or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence),
breach of statutory duty or otherwise, save as may be required by law.
Supplier may, in its sole discretion, determine at any time that Buyer's financial condition requires fullor partial payment in advance or the provision of security for payment by Buyer in a form satisfactory
to Supplier.
If Buyer fails to make any payment when due then, without prejudice to any other rights and remedies
available to Supplier, Supplier shall (at its option) be entitled: (i) to treat the Contract as repudiatedby Buyer, to suspend or cancel further delivery of Products and/or the provision of Services or any
part thereof under that Contract or any other Contract between them and claim damages and/or
receive reasonable cancellation fees; (ii) to affirm the Contract and claim damages from Buyer; and(iii) to recover, in addition to the payment, compensation of the statutory interest (as it applies totrade agreements) with respect to the outstanding amount, until payment in full is made. Such interest
shall be calculated daily.
PRODUCTS
Supplier may modify specifications provided the modifications do not adversely affect theperformance of the Products. In addition, Supplier may furnish suitable substitutes for materials
used.
All descriptions, illustrations and any other information relating to the Products contained in
Supplier’s catalogues, brochures, price lists, advertising material and any sales or other particulars orliterature are made by way of general description, are approximate only and for the general guidance
and information of Buyer. They shall not constitute warranties orrepresentations by Supplier nor shall they form part of any Contract.
INSTALLATION AND MAINTENANCE OF THE PRODUCTS
In the event of installation of the Products or the provision of maintenance, where applicable thefollowing conditions shall apply and Supplier’s price and provision of installation or maintenance aresubject to the fulfilment of the following conditions at the expense and responsibility of Buyer:
i.

6.2

6.3

7.

8.
8.1
8.2

9.
9.1

RISK AND PASSING OF TITLE
Title to, and risk of loss and damage to the Products shall pass to Buyer on delivery in accordancewith Section 6 unless agreed otherwise by the parties in writing. Any claims for loss, damage ormisdelivery shall be filed with the carrier and notified to Supplier within 5 days of the date of delivery.
If installation is a requirement of the Contract and such installation is delayed by more than 30 days
from the agreed delivery date for reasons not attributable to Supplier, then, to the extent allowed byapplicable law, the Products shall be deemed accepted and Supplier shall be entitled to invoice theremaining balance of the Contract in full. Invoicing the remaining balance does not relieve Supplierfrom its installation obligations in accordance with the applicable term in the Contract.
SERVICES
Supplier shall provide Services in accordance with these Conditions and the terms of the relevantContract.
Buyer shall, upon Supplier’s reasonable request and otherwise as required, provide Supplier with allnecessary information and materials to enable Supplier to provide Services in accordance with theterms of any relevant contract. Buyer will be responsible for the completeness and accuracy of all suchinformation and materials provided, and will ensure that it is and remains entitled to provide the sameto Supplier for use in connection with provision of the Services.
TERMS OF PAYMENT
Each shipment of Products shall be a separate transaction and Buyer will be invoiced on delivery.
Notwithstanding the foregoing, if the Products are to be installed by Supplier or a third party acting
on its behalf, unless agreed otherwise, Buyer may (at Supplier’s discretion) be invoiced inaccordance with the following payment scheme:
60% of the price upon Buyer’s receipt of Supplier’s order confirmation;
30% of the price upon delivery of the Products in accordance with Section 6;
10% of the price after acceptance of the Products in accordance with Section 11.

11.2

11.3

12
12.1

12.2

12.3

12.4

12.5

13.
13.1

Page 1 of 3

In the absence of an installation date being agreed between the parties, Buyer shall agree
to a reasonable installation date with the Supplier, such installation date to be not morethan 10 days after delivery.
ii.
safe and secure climate controlled on-site storage so that Products and Supplier’s tools(as applicable) are protected against theft and any damage or deterioration; any item lostor damaged during the storage period shall be repaired or replaced at Buyer’s soleexpense;iii.
the timely and sufficient execution and completion of the preparatory works inaccordance with all applicable safety, electrical and building codes as well as with
Supplier’s requirements;iv.
the availability of Buyer’s site to Supplier without obstacles in due time to enable Supplier
to start installation or maintenance at the scheduled date;v.
the availability of the manpower and equipment necessary to place the Products in their
final location or to provide the scheduled maintenance. For the avoidance of doubt, thisincludes any third party equipment that is required but which the Buyer has decided topurchase themselves;vi.
the acquisition of all permits, licenses, rights of way, etc. of the pertinent authorities
required for or in connection with installation or maintenance to be performed; andvii.
the availability of all visas or any other permits necessary for Supplier’s personnel andfor the import and export of tools, equipment, and materials necessary for installationor maintenance to be performed.
In case any or all of the above conditions are not properly or not timely complied with, or Supplierarrives on site but the Buyer delays such installation or maintenance or Supplier has to interrupt its
installation or maintenance works, subsequent testing for reasons not attributable to Supplier, theperiod of completion shall be extended accordingly and any and all additional costs resulting
therefrom shall be for Buyer’s account. Such costs will be invoiced and payment due in accordancewith 9.3.
Supplier neither assumes liability nor offers any warranty for the fitness or adequacy of the premises
or the utilities available at the premises in which the Products are to be installed, used or stored.
ACCEPTANCE OF INSTALLATION
In case of installation of the Products, Supplier shall notify Buyer when the Products installed will beready for testing and acceptance, inviting Buyer to attend Supplier’s standard tests or such tests as
may have been agreed upon in the Contract to demonstrate compliance with the agreed
specifications and/or to inspect the installation work.
If Buyer fails to attend the testing on the date notified, Supplier will commence with the tests according
to Supplier’s standard test procedures and these tests shall be considered performed in the presenceof Buyer and acceptance shall in such case take place on the basis of the results stated in the test
certificate signed by Supplier.
In case Buyer rejects the Products installed it should submit to Supplier the reasons for such rejection
in detail and in writing within 10 days after completion of the acceptance tests concerned. If, within
Supplier’s reasonable opinion, the rejection is justified, Supplier shall as a sole remedy correct the
shortcomings as soon as possible and the relevant parts of the acceptance test shall be repeatedwithin a reasonable period of time in conformity which the procedures outlined above.
Upon acceptance of the Products, Buyer will sign the acceptance certificate. If within 10 days after
completion of the acceptance test Supplier shall not have received the acceptance certificate signed
by Buyer or a report with a justified rejection, the Products installed shall then be considered as having
been accepted by Buyer.
Minor defects or deviations not affecting the operational use of the Products installed shall be statedin the acceptance certificate, but shall not obstruct or suspend acceptance. Supplier undertakes toremedy such defects as soon as reasonably possible.
WARRANTIESSupplier warrants that all Products shall be free from defects in material and workmanship undernormal use for a period of (twelve) 12 months from delivery. In the event of installation this warranty
period shall be for (twelve) 12 months from installation or fifteen (15) months from dispatch,whichever comes first, save that Supplier does not warrant that operation of the Software (defined in
Section 15) will be uninterrupted or error free or that all program errors will be corrected. In the casewhere the Product delivery is delayed by the Buyer, then Supplier will start the warranty period from

13.2

13.3

13.4

13.5

14.
14.1

14.2

14.3

14.4

14.5

original delivery date. Any repair or replacement of a Product does not extend the period of warranty.
Notwithstanding the foregoing, unless specified otherwise, the warranty period for any spare parts
shall be 3 (three) months from the date of delivery of such parts. This warranty does not include any
consumables such as filaments, lamps, fuses or other parts, which fail as a result of normal usage.
Buyer shall be responsible for determining that the Product is suitable for Buyer's use and that suchuse complies with any applicable law. Provided that Buyer notifies Supplier in writing of any claimed
defect in the Product immediately upon discovery and any such Product is returned at Buyer's risk to
Supplier, transportation charges prepaid, within the warranty period in accordance with Section 13.1
and upon examination Supplier determines to its satisfaction, after a reasonable period to inspectsuch Products, that such Product is defective in material or workmanship, Supplier shall, at its option,
repair or replace the Products, shipment to Buyer prepaid.
Supplier shall have a reasonable time to make such repairs or to replace such Product. Any repair or
replacement of Products shall not extend the period of warranty. The warranty is limited to a period
in accordance with Section 13.1, without regard to whether any claimed defects were discoverable orlatent on delivery.
Supplier shall not be liable for any breach of the warranty or payment of damages in respect of
Products supplied if: (i) Buyer makes further use of such Products after giving the notice required in
Section 13.1; (ii) the defect or failure arises from Buyer’s own fault; (iii) the defect arises from any
drawing, design or specification supplied by Buyer or from other materials or other property supplied
by Buyer or from any parts or items that have not been completely manufactured by Supplier; (iv) the
defect arises other than out of manufacture, including without limitation improper installation, misuse
by Buyer or a third party, neglect or accident; (v) the defect arises out of the use of the Products inconjunction with products or materials not reasonably contemplated by Supplier; (vi) the failure or
defect results from Buyer’s unauthorised addition to or modification of, or failure to comply with
Supplier’s written instructions relating to, the Products or Services; and (vii) the failure or defect arises
out of any breach by Buyer of its obligations to provide information to Supplier under these
Conditions or Contract.
If Buyer fails to pay when due any portion of any payment due from Buyer to Supplier under a Contract
or otherwise, all warranties and remedies granted under this Section may, at Supplier’s option, be
terminated.
The foregoing warranties are exclusive and exclude all other warranties, terms and conditions,express or implied by statute or otherwise, to the extent permitted by law, including without limitation
warranties of quality or fitness for a particular purpose. Supplier’s sole and exclusive liability, andBuyer’s sole and exclusive remedy for breach of the warranties in this Section 13 shall be as set forthin Section 13.1.
LIABILITY
Nothing in these Conditions or Contract shall exclude or limit Supplier’s liability for fraud or deathor personal injury caused by its negligence or any other liability to the extent that the same may not
be excluded or limited as a matter of law.
In relation to Products, Supplier’s maximum aggregate liability under or arising out of any Contract,whether arising in contract, tort (including negligence) or otherwise, shall in no event exceed 100 %of the total amount payable by Buyer in respect of Products under that Contract.
In relation to Services, Supplier’s maximum aggregate liability under or in connection with the supply,
non-supply or purported supply of Services under any Contract, whether arising in contract, tort(including negligence) or otherwise, shall in no event exceed 100% of the total amount payable byBuyer in respect of Services under that Contract and in respect of Services continuing beyond one
year, shall in no event exceed in any year 100% of the total amount payable by Buyer in respect ofServices in that year.
Subject to Section 14.1, Supplier shall be under no liability to Buyer for any loss of profit, loss of
income, loss of use, loss of business, loss of revenue, loss of goodwill, loss of data, or for any indirect
or consequential loss or damage of any kind, in each case, howsoever arising, whether such loss ordamage was foreseeable or in the contemplation of the parties and whether arising in tort (including
negligence), contract or otherwise.
Any claim arising out of or in connection with a Contract must be commenced against Supplier within
one year from the date upon which Buyer became aware of or should have become aware of Supplier’s
infringement of Buyer’s rights, unless otherwise specified under applicable law.

15.

SOFTWARE
Supplier or its suppliers (as the case may be) shall at all times have and retain title and full ownershipof all software, firmware, programming routines, and documentation relating to such software
supplied by Supplier for use with the Products, and of all copies made by Buyer or the end user of the
Products (collectively “Software”). A non-exclusive, non-transferable and non-sublicensable licence
to use such Software will be granted to the end user solely for use with the Products.

16.
16.1

INTELLECTUAL PROPERTY RIGHTS
Notwithstanding delivery of and the passing of title in any Products and subject to section 15 and
16.3, nothing in these Conditions or any Contract shall have the effect of granting or transferring to,or vesting in, Buyer any intellectual property rights in or to any Products and/or Services.
Buyer acknowledges and agrees that all property, copyright and other intellectual property rights inany work or tangible deliverable item arising from or created, produced or developed by Supplier
under or in the course of provision of any Services (the “Works”), wherever in the world enforceable,
including without limitations all right title and interest in and to the Services and all documents, data,
drawings, specifications, articles, sketches, drawings, reports, inventions, improvements,
modifications, discoveries, tools, scripts and other items relating thereto shall immediately uponcreation or performance vest in and shall be and remain the sole and exclusive property of Supplierand Buyer shall acquire no right, title or interest in or to the same except as expressly stated in these
Conditions.
The Supplier grants to the Buyer a non-exclusive, non-transferable and non-sublicensable licence touse such of the Works as are necessary, and to the extent necessary, for the end user to obtain andutilise the intended benefit of the Services.
If any claim is made against Buyer that the Products or Services infringe the patent, copyright or otherintellectual property rights of any third party, Supplier shall indemnify Buyer against all losses,
damages, costs and expenses awarded against, or incurred by, Buyer in connection with the claim or
paid, or agreed to be paid, by Buyer in settlement of the claim provided that: (i) Supplier is given fullcontrol of any proceedings or negotiations in connection with any such claim; (ii) Buyer shall not makeany admission of liability and shall give Supplier all reasonable assistance for the purposes of any
such proceedings or negotiations; (iii) except pursuant to a final award, Buyer shall not pay or accept
any such claim, or compromise any such proceedings without the consent of Supplier; (iv) Buyer shalldo nothing which would or might vitiate any insurance policy or cover which Buyer may have in relation
to such infringement and shall use its best endeavours to recover any sums due thereunder and thisindemnity shall not apply to the extent that Buyer recovers any sums under any such policy or cover;(v) Supplier shall be entitled to the benefit of, and Buyer shall accordingly account to Supplier for, alldamages and costs (if any) awarded in favour of Buyer which are payable by, or agreed with the consent

16.2

16.3

16.4

16.5

16.6

of Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respectof any such claim; and (vi) without prejudice to any duty of
Buyer, Supplier shall be entitled to require Buyer to take such steps as Supplier may reasonably require
to mitigate or reduce any such loss, damages, costs or expenses for which Supplier is liable toindemnify Buyer under this section 16.4, which steps may include (at Supplier’s option) terminating
use of the Product or Service, accepting from Supplier non-infringing, modified or replacement
Products or Services.
Supplier shall have no obligation or liability under Section 16.4 insofar as the infringement arises
from: (i) any additions or modifications made to the Products and/or Services in question, otherwise
than by Supplier or with its prior written consent; (ii) any information provided by Buyer to Supplier
including without limitation any specification; (iii) performance by Supplier of any work required to
any Products, or performance of any Services, in compliance with Buyer's requirements or
specification; (iv) a combination with or an addition to equipment not manufactured or developed by
Supplier; or (v) the use of Products beyond that scope established by Supplier or approved in writing
by Supplier.
Without prejudice to Section 14.1, this Section 16 states the entire liability of Supplier and theexclusive remedy of Buyer with respect to any alleged infringement of intellectual property rights
belonging to a third party arising out of or in connection with the performance of any Contract. This
Section 16 shall be subject to the limits of liability in Sections 14.2.

17.

FORCE MAJEURE
Notwithstanding anything to the contrary in these Conditions, Supplier shall not be liable to Buyer for
any loss or damage which may be suffered by Buyer as a direct or indirect result of the supply of
Products or Services being prevented, delayed or rendered uneconomic by reason of circumstances or
events beyond Supplier's reasonable control. If due to such circumstances or events Supplier has
insufficient stocks to meet all its commitments Supplier may apportion available stocks between its
customers at its sole discretion.

18.

CONFIDENTIAL INFORMATION
Each party undertakes to keep confidential, not use for its own purposes outside the agreed scopeand not without the prior written consent of the other party disclose to any third party, any informationof a confidential nature belonging or relating to the other party which may become known to it unlesssuch information is or becomes public knowledge (other than by breach of this Section) or is required
to be disclosed by order of a competent authority.

19.
19.1

CANCELLATION, RESCHEDULING AND TERMINATION
Orders for Products accepted by Supplier may be cancelled or rescheduled by Buyer only with thewritten consent of Supplier (which consent Supplier may withhold for any reason) and Buyer shallindemnify Supplier against the cost of all labour and materials used in connection with the order socancelled or varied and against all loss, damage cost, charges and expenses suffered or incurred by
Supplier as a result of that cancellation or variation. Contracts for Services shall commence on thecommencement date identified in the relevant Contract and, subject to earlier termination inaccordance with Section 19.2, shall continue in force for the initial term as prescribed in such Contract
and thereafter for any renewal period (if any) set out in the Contract and thereafter without limit ofperiod unless or until terminated by either party in accordance with 19.2.
Either party may terminate a Contract for Services immediately at any time by written notice to theother party if the other party commits a material breach of the Contract for Services which is incapableof remedy or which fails to be remedied. Notwithstanding the foregoing, either party may terminate aContract for Services by giving ninety (90) days written notice to the other party.
Upon termination or expiry of any Contract, for Services, each party shall except to the extent
permitted or required to exercise or perform its continuing rights, or obligations hereunder, return tothe other party all property of the other party then in its possession, custody or control and shall not
retain any copies of the same.
Termination of any Contract in accordance with these Conditions shall not affect the accrued rights
or liabilities of the parties at the date of termination.

19.2

19.3

19.4

20.

21.
21.1

INSOLVENCY OF BUYER
If: (i) Buyer becomes insolvent, has a receiver, administrative receiver, administrator or manager
appointed of the whole or any part of its assets or business, makes any composition or arrangementwith its creditors, takes or suffers any similar action in consequence of debt or an order or resolution
is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation orreconstruction) or carries out or undergoes any analogous act or proceedings under an applicableforeign law; or (ii) Buyer ceases, or threatens to cease to carry on business then, without prejudice toany other right or remedy available to Supplier, Supplier may treat any Contract as repudiated and/or
withhold any further supply of Products and/or Services without any liability to Buyer and, if any
Products and/or Services have been supplied but not paid for, the price or fees shall become
immediately due and payable notwithstanding any previous agreement or arrangement to thecontrary.

EXPORT CONTROL
Buyer understands that where Supplier’s obligations under the Contract to supply any Products orServices are subject to governmental export control laws and regulations, the performance of thisContract and Buyer’s use or export of any Products delivered by Supplier shall be conditional upon
the grant of all necessary permits or licences. Buyer shall provide all information and documentation,
including where necessary end user certification, not in Supplier’s possession and required by therelevant application procedure to enable Supplier to make the necessary applications for permits orlicences required for deliveries to Buyer. Supplier shall be relieved from its obligations to Buyer tosupply any Products or Services to the extent that applications for permits or licenses for the same
are refused by a relevant governmental authority. To the fullest extent permitted by law, Buyer shallhave no right to claim compensation for damages, loss of business or otherwise arising from such arefusal or Contract termination.
21.2 Buyer shall not, directly or indirectly, sell, provide access to, export, re-export, transfer, divert, loan, lease,consign, tranship (including stop in port), transport, or otherwise dispose of any Supplier’s Product,
material, Software (including source code) or technology to, via, or for: (i) any entity known to beheadquartered in, or owned or controlled by a national of, any country or region subject tocomprehensive sanctions at any time; (ii) any other individual or entity identified on a denied or
restricted party list; or (iii) any activity or end-use restricted by applicable laws without first obtaining
all required government authorisations.
21.3
Supplier shall have the right, at its option, to suspend performance under or terminate any Contract
if: (i) applicable comprehensive sanctions are imposed; (ii) the Buyer is designated as or determined
to be a denied or restricted party under applicable law; or (iii) where the Supplier’s obligations underthese Conditions or any Contract to supply items or Services are subject to governmental export
control laws and regulations, the performance of any Contract and Buyer’s use or export of any item
delivered by Supplier shall be conditional upon the grant of all necessary permits or licences.

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22.
22.1

22.2

22.3

DATA PROTECTION
The Buyer represents, warrants and undertakes that it has complied and shall continue to comply at
all times with the EU General Data Protection Regulation 2016/679, the Regulation (the “GDPR”), theElectronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic
Communications (EC Directive) Regulations 2003 (SI 2426/2003) and any applicable laws in
any jurisdiction relating to the processing or protection of personal data and privacy, including
where applicable the guidance and codes issued by any relevant supervisory authority from time totime (collectively the “Data Protection Laws”).
The Supplier shall at all times, where personal data is being processed, supply the Products inaccordance with an appropriate data processing agreement (the ‘DPA’) containing suitablesafeguards for the protection of personal data disclosed by the Buyer and both parties shall at all
times comply with obligations contained therein. The Buyer hereby acknowledges and confirms thatany breach of the DPA by the Buyer or its representatives of this Section 22 entitles the Supplier toterminate any Contract in force between the parties immediately and with no liability.
The Buyer shall indemnify and hold the Supplier harmless from and against all losses, costs, claims,
expenses or damages howsoever arising which the Supplier may incur or for which it may become
liable as a result of or in connection with any breach or failure by the Buyer or its representatives tocomply with this Section 22 including, but not limited to, all claims, proceedings or actions brought
by a competent public authority and/or a data subject against the Supplier and for all claims,
proceedings or actions brought against the Supplier and/or its sub-contractors of its data protection
obligations (including its data security obligations) under applicable Data Protection Laws.

23.
23.1

23.2
23.3
24.4
23.5

23.6
23.7

GENERAL
These Conditions and any Contract shall be governed by the laws of Switzerland. The parties agree
that the United Nations Convention on Contracts for the International Sale of Goods is specifically
excluded from application to these Conditions. The parties shall agree to settle any claims or disputes
arising out of or in connection with these Conditions or any Contract by amicable negotiations. If nosettlement can be reached through negotiations within sixty (60) days after either party has served
written notice to the other requesting such negotiations, then the dispute shall be submitted to the
exclusive jurisdiction of the courts in Switzerland, but Supplier shall be entitled to bring a claim
against Buyer in court of competent jurisdiction.
Failure by Supplier to exercise or enforce any rights hereunder shall not be deemed to be a waiver ofany such right.
If any Conditions are found to be invalid, this shall not affect the rest of the Contract, which shallremain in full force and effect.
Buyer may not assign, transfer, novate or otherwise dispose of all or any of its rights or obligations,in whole or in part without the written consent of Supplier.
These Conditions constitutes the entire agreement and supersedes any prior agreement,
understanding, representations or arrangements between the parties with respect to its subject
matter.
Variation to any Contract must be in writing and signed by the parties.
All notices given under these Conditions shall be sent to the address of the other party set forth in
the Quotation or in Contract. Notice shall be regarded as properly given if sent in writing and shall bedeemed to have been served on the next working day from delivery if sent by email or fax, and on the
day of receipt if sent by express courier or by registered mail.
December 2019 Swiss edition

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