MacGregor Purchasing General Conditions
Edition 2024
1. Definitions
MacGregor means the MacGregor unit entering into the Purchase Agreement.
Supplier means the company supplying the Product to MacGregor.
Purchase Agreement shall mean the written agreement, if any, entered into between theParties, or the respective purchase order to which these Macgregor Purchasing General
Conditions are attached.
Product means the item supplied and/or the work or service performed by the Supplier to
MacGregor including but not limited to design, manufacture, drawings and attacheddocuments, and inspection, installation (in case of any), maintenance and other after sales
services for the item supplied.
Parties means the Supplier and MacGregor.
Third Party means a Party which is not the Supplier or belonging to MacGregor Group.
These Purchasing General Conditions shall apply to the purchases made by MacGregor
from the Supplier under the purchase order(s) entered into under the Purchase Agreement
to the extent that they are not contrary to stipulations which are either included in theorder of MacGregor or otherwise expressly confirmed by MacGregor in writing.
2. Technical Documents
2.1 All technical documents, instructions for safety, use and maintenance, spare parts
manual, certificates and drawings related to the Product shall be included in the contract
price and shall be issued and supplied to MacGregor before the delivery of the Product.
MacGregor has the right to use and copy these materials for any proper purpose and toplace such documents or copies thereof at the disposal of the subcontractors concerned,
MacGregor's customer, classification societies and other inspection authorities, insurancecompanies, as well as companies which may be called upon to carry out maintenance orrepairs to the Product. MacGregor also has the right to include or use such technicalmaterial when compiling instructions or manuals necessary for finalizing MacGregor’s
product or for the use of the end products.
2.2 All drawings and technical documents relating to the Product or its manufacture,
submitted by one Party to the other, shall remain the property of the submitting party.
Such documentation may not, without the consent of the submitting party, or except as
stated herein, be used or copied, reproduced, transmitted or communicated to a Third
Party.
3. Confidentiality
3.1 All information, technical documentation, know-how and equipment including
electronically stored data and geometries as well as non-written and orally expressed
information, to which a Party has obtained access through the Parties’ business
relationship and possible future co-operations, including any process investigating of
possibilities of such cooperation, shall for the duration of the Purchase Agreement, and forten (10) years thereafter, be treated as confidential and may not be used for any otherpurpose than for the deliveries to MacGregor. Copying or reproduction of suchconfidential information is permitted only within the framework of fulfillment of a Party’s
obligations and with regard to the copyright laws and regulations.
3.2 The Supplier shall at MacGregor’s request either return or destroy all confidential
information of MacGregor, including copies thereof. The provisions in this section do notlimit MacGregor’s rights according to section 2 above.
4. Modifications
4.1 The Supplier shall not introduce any modifications to the design, manufacture or
workmanship of the Product as set out in the Purchase Agreement and relevant related
documents without the written permission of MacGregor.
4.2 MacGregor shall have the right to stipulate reasonable modifications regarding theextent of the Purchase Agreement as well as the design, manufacture or workmanship of
the Product. Justifiable adjustments to the purchase price and delivery time arising
therefrom may be requested by either Party.
4.3 No claim for compensation for increased costs or for changed delivery time or othermodification to the terms and conditions of the Purchase Agreement shall be made by the
Supplier unless the modification is confirmed in writing by MacGregor.
4.4 The liability of the Supplier shall also extend to modifications requested by
MacGregor. Should MacGregor, against the Supplier's express advice to the contrary,insist on any particular material or any particular design, the Supplier shall have the right,
before effecting the modifications, to disclaim in writing any responsibility for theconsequences thereof.
5. Delivery
5.1 Agreed trade terms shall be construed in accordance with INCOTERMS 2020. If no
trade terms are specifically agreed, the delivery clause shall be FCA Supplier’s facility.
5.2 The method of planning of deliveries differs between the different MacGregor units,
see Purchase Agreement for details. Unless otherwise agreed, planned volumes shall be
regarded as forecasts only and shall not be binding on MacGregor. However, the Suppliershall maintain sufficient production and delivery capacity to ensure that deliveries can bemade in accordance with forecasted volumes in the delivery plans.
5.3 If the Supplier delivers a quantity either in excess of MacGregor’s order or
prematurely, MacGregor shall not be responsible for taking delivery or storing ormaintaining such Product and shall further be entitled to return any such excess orprematurely delivered quantity to the Supplier at the Supplier’s expense or receive
compensation for storage costs.
5.4 MacGregor is not obliged to inspect the Product at the time of delivery but only when
it will be used in MacGregor’s production and then only by taking samples at random andwithout having to dismantle the product or making similar extraordinary inspections.
5.5 MacGregor shall have once a contract year a possibility to return its overstock ofProduct and spare parts at purchase price paid by MacGregor, provided that such Productare resalable to a third party. MacGregor shall be responsible for the freight cost in such
returns.
6. Transfer of Title
6.1 Title to the Product, all work done and all materials intended for the completion of thePurchase Agreement shall pass to MacGregor at the time of: (a) delivery, or (b) paymentof the first installment of the purchase price, whichever occurs first.
7. Delayed deliveries
7.1 If the Supplier has reason to assume that he will not be able to meet the delivery time
as agreed in the Purchase Agreement, he shall immediately notify MacGregor thereof in
writing, stating the cause and estimated duration of the delay. The Supplier shall use its
best endeavors to reduce the time of delay. MacGregor shall be entitled to demand theSupplier to arrange on Supplier’s cost an express transportation to limit as far as possible
the effects of the late delivery.
7.2 If the agreed delivery time for the Product or for the documents pertaining thereto isexceeded and if the Supplier cannot prove that the delay is directly attributable to any
circumstances which according to Section 19 are to be considered Force Majeure,
MacGregor shall be entitled to compensation, as liquidated damages amounting to 1% of
the total purchase price for the Product ordered under the purchase order per each calendar
day by which the delivery date is exceeded, the liquidated damages shall be maximum
20% the total purchase price for the Product ordered under the relevant purchase order.
The abovementioned liquidated damages shall not in any way limit or exclude
MacGregor’s right to full compensation of damages, or any other rights according to thePurchase Agreement or applicable law.
7.3 In addition to any other right MacGregor has according to the Purchase Agreement

MacGregor is entitled to, (i) completely or partly terminate the purchase of the Product and of other
Product which MacGregor does not consider having any use of due to the late delivery, and (ii) makesubstitute purchases from other suppliers. The Supplier shall compensate MacGregor’s direct andindirect losses, costs and damages arising out of or relating to the late delivery.
8. Purchase Price and Terms of Payment
8.1 The Purchase Price shall be fixed and shall include packing, packing material, any service fees andall costs due to invoicing.
8.2 Payments shall be made within the agreed terms of payment calculated from the receipt of theinvoice by the addressee stated on the order, but not earlier than the day on which the Product havearrived physically at the agreed address, and shall also be made in accordance with the other conditions
that the Parties have agreed upon in writing. The term of payment shall, in the absence of any otheragreement, be a minimum ninety (90) days. Payment within this time is subject to conditions that theinvoice is correctly addressed and contains all information necessary to MacGregor.
8.3 The Supplier shall follow MacGregor’s instruction for the payment process. If the invoices do notmeet the stated requirements, they may be returned to the Supplier, which may cause delays inpayments and the Purchaser is not responsible for such payment delays.
8.4 When the Purchase Agreement includes the supply of technical documents, the calculation of timeof payment shall not commence until the documents have been received and accepted.
8.5 Payment, assembly or usage of the Product does not imply any acceptance of the delivery or of theinvoiced amount.
8.6 To the extent permitted by applicable law, and in addition to any other remedy which MacGregor
may have, any MacGregor unit may deduct from or set off against the Purchase Price anycompensation, damages, indemnity or any other sum payable by the Supplier to any other MacGregor
unit. This shall be regardless of the place of payment or currency of either obligation.
If any obligation is unliquidated, unascertained or disputed by amount, MacGregor may set off theundisputed amount or amount estimated by it in good faith to be the amount of the obligation.
8.7 Whenever MacGregor is entitled to a set-off, MacGregor can make a declaration to the Supplierthat his claim/s will be set off against MacGregor’s counterclaim/s which results in the exhaustion ofboth the Parties’ obligations up to the amount they are equal in value.
9. Packing, marking and storage
9.1 The Supplier shall be responsible for appropriate packing, marking and storing of the Productaccording to the instructions of MacGregor.
9.2 The Product shall be delivered as packed in the most appropriate manner with regard to the meansof transportation to be used and the nature of the Product. The packaging shall protect the Productagainst dirt and all kinds of damage and corrosion, taking into account the duration of thetransportation, all possible transfers from one means of transportation to another and the length ofstorage time. The packaging shall be suitable for the Product to be handled either manually ormechanically.
9.3 If the Supplier deems MacGregor’s instructions unfit for the Product, or is unwilling to act inaccordance with the instructions for any other reason, the Supplier shall notify MacGregor thereof and
MacGregor shall decide on the procedure. If notification is omitted and the packing is not in
conformance with the packing instructions of MacGregor, MacGregor shall be entitled to charge theSupplier for any extra handling costs incurred and if the Product are damaged due to unfit packing, theSupplier shall immediately upon the request of MacGregor deliver substitute Product at the Supplier’s
expense or MacGregor can make substitute purchases from other suppliers at the Supplier’s expense.
9.4 MacGregor is entitled to determine the packing sizes when ordering the Product.
9.5 In case the Product is delivered by the Supplier directly to MacGregor’s customer, then the Suppliershall not, without the MacGregor’s permission, place any delivery note, specification or sales ormarketing material in packages of the Product.
10. Testing
10.1 In order to ensure that MacGregor is given the opportunity to reassure that a Product is free fromdefects, the Supplier shall, prior to delivery of new or changed Product, manufacture and perform
quality control of samples in accordance with MacGregor’s from time to time valid requirements
relating to testing.
10.2 Once a sample has been approved, alteration of the function, appearance, characteristics, material,
production method, place of manufacture, tooling or other equipment, which may affect the Product,
may be done only after written approval by MacGregor. Delivery may thereafter be made only after
renewed approval of an altered sample.
10.3 MacGregor’s approval of samples or drawings and supervision of design work or manufacture
shall not affect the Supplier’s liability and/or obligations in accordance with the Purchase Agreementand does not in any way limit MacGregor’s right to present claims.
11. Purchase Inspection and Quality
11.1 MacGregor or MacGregor’s representative or customer shall be entitled to perform inspections
related to quality control and/or manufacture of the Product at the Supplier’s production plant at times
desired by MacGregor both during manufacture of the Product and after completion thereof. For thispurpose the Supplier shall make available to MacGregor all documents in its possession relating to
manufacture and manufacturing processes and shall place at the disposal of MacGregor free of charge
any necessary equipment and premises. Furthermore the Supplier ensures that MacGregor has thepossibility to perform such inspections also at the production plants of the Supplier’s sub-suppliers.
11.2 The inspections and tests performed by MacGregor shall in no respect decrease the Supplier’s
obligations and responsibilities stipulated in the Purchase Agreement and do not in any way limit
MacGregor’s right to present claims.
12. Supplier’s subcontractors
12.1 The Supplier shall inform MacGregor of any change in Supplier’s subcontractors. The Suppliershall be responsible for its subcontractors’ performance and shall ensure that the terms and conditions
used with its subcontractors shall be in all material respects consistent with these Purchasing General
Conditions and the Purchase Agreement. Approval of any Supplier’s subcontractors creates nocontractual relationship between such subcontractor and Macgregor.
13. Warranty
13.1 The Supplier warrants that the Product supplied is free from defects. A Product shall be considered
defective if it:(i) in any respect deviates from the technical specification,(ii) does not possess the characteristics that the Supplier has referred through samples, prototypes or inmarketing,(iii) is not as safe as MacGregor could reasonably have expected,(iv) is not fit for the particular purpose for which MacGregor intended it to be used, or(v) otherwise deviates from what MacGregor reasonably could have expected.
13.2 The warranty period is 24 months from the date on which the end product has been taken into use,
but shall not exceed 36 months from the date on which the Products have been delivered to MacGregor.
Claims shall be presented no later than 6 months after the end of the warranty period.
13.3 If any repair under the warranty period is made after MacGregor’s customer has put the Product orpart thereof in service, the warranty period in respect of repaired or replaced Product or part thereof
shall be extended by 12 months from the date when the repair or replacement work was approved by
MacGregor’s customer.
13.4 The above-stated time limits shall, however, not apply, should there be a risk of personal injury or
damage to property other than the defective part, or of a repetitive defect.
13.5 It is implied in the guarantee that the faults and defects found under the guarantee period existed
already when the Product was delivered to the MacGregor. The warranty under the Purchase
Agreement shall be in addition to and not in limitation of all other warranties, guarantees, remedies orindemnities required and/or arising pursuant to applicable law.
13.6 In case of a service combined situation, Supplier shall perform the services in a professional andworkmanlike manner, with skill, quality and due care, consistent with best industry standards and inaccordance with the requirements of this Purchase Agreement or Macgregor. Supplier shall follow
MacGregor's instructions for performing the services.
13.7 Supplier confirms that it will perform the services in a good and workmanlike manner, consistentwith industry standards and with the requirements of this Purchase Agreement. Suppliershall follow MacGregor's instructions in performing the services. Supplier warrants that it
has in each individual case sufficiently familiarized itself with the scope of the services
specified by MacGregor in each order, the site and particularly the tender documents. If
Supplier anticipates that services cannot be carried out in accordance with the agreed
schedule, the Supplier shall inform MacGregor immediately in writing and provide
reasons thereof.
13.8 Supplier shall at his own cost remedy any defects in the services he has provided
without undue delay after receipt of notice. Supplier shall promptly and in any case withinseven (7) days carry out an inspection and re-perform the services or repair any defects inthe services found in such inspection at his own expense. MacGregor has always the rightto request such inspection.
13.9 Supplier shall carry on all his duties and activities at his own risk. Supplier shall besolely responsible for the care and safety of its workers as well as equipment to prevent
accidents or damages during the fulfillment of the Purchase Agreement. Supplier shall be
responsible for the professional and technical competence of its employees.
13.10 Supplier shall agree with MacGregor the timetable and other details of the service
visits or other service tasks. Supplier shall submit all required reports to MacGregor after
each service visit or other service tasks if required by MacGregor.
14. Liability for defects or shortcomings
14.1 As MacGregor’s international operations in the global marine business demand all
due promptness and reliability, it is understood that the Supplier appreciates and accepts
the fact that time and quality is of the essence. Therefore the Supplier shall fulfill all
obligations he has undertaken under the Purchase Agreement with particular care andunderstanding that even a minor breach of the Purchase Agreement may have a
detrimental effect on and cause considerable damage to MacGregor or its customer. The
Supplier shall use his best efforts to fulfill his obligations in respect of the quality,
quantity and delivery time of the Product.
14.2 In the event that a Product is defective or a delivery does not contain the agreed
quantity, MacGregor shall be entitled to (i) demand immediate rectification, or (ii)demand immediate delivery of substitute Product.
14.3 If a defective Product cannot be repaired or replaced without delay or if there is a riskof production disturbances at MacGregor or delivery disturbance from MacGregor,
MacGregor shall be entitled, without obtaining the Supplier’s consent and at theSupplier’s expense, to make the necessary repair work or completely or partly annul thepurchase of the Product and other such Product that MacGregor does not consider having
any use of due to the defect or shortcoming, and also to undertake substitute purchasesfrom another supplier.
14.4 The Supplier shall compensate MacGregor for any and all costs, expenses, losses anddamages arising out of or relating to any defect or shortcoming in the Product, any error indesign or drawings, any work performed by the Supplier or its subcontractors, a faulty or
incomplete delivery or any other breach of the Purchase Agreement, including but notlimited to costs for assembly and disassembly, detection and analysis, scrapping andtransportation.
14.5 If MacGregor due to a delivery of a defective Product considers it necessary toinspect all Product of the same kind delivered by the Supplier, MacGregor is entitled, after
giving the Supplier notice thereof, to make such inspection at the Supplier’s expense andwithout awaiting the Supplier’s approval. The notice shall describe the nature of the defectas well as the time and place of the inspection. If possible, the Supplier shall be present at
the inspection.
15. Indemnity
15.1 Except to the extent the Product has been designed or specified by MacGregor, theSupplier shall assume liability for the Product being in compliance with the requirementsof valid laws, statutes and regulations.
15.2 The Supplier shall indemnify and hold MacGregor harmless against any losses andclaims for injuries or damage to any person or property which may arise out of or inconsequence of the performance of the Purchase Agreement by the Supplier and against
all claims, demands, proceedings, damages, costs, charges and expenses in respect thereof
or in relation thereto. The Supplier’s liability to indemnify MacGregor as aforesaid shallbe reduced proportionately to the extent that an act or omission of MacGregor, its
employees or representatives may have contributed to the said loss, injury or damage.
15.3 If there is a risk of an end-product causing personal injury or property damage due todefects in the supplied Product, MacGregor has the right to decide on the recall of the endproduct, and if MacGregor thus decides, the Supplier shall compensate MacGregor for its
costs related to such recall.
16. Product Liability Insurance
16.1 The Supplier shall enter into and maintain on a continuous basis a global productliability insurance (or a general liability insurance which includes global coverage for
product liability) with an insured amount of not less than one million (1.000.000) Euro per
event, which shall be valid as long as claims can be made against MacGregor underapplicable laws or regulations. The Supplier shall at MacGregor’s request also supply
MacGregor with a copy of the insurance certificate. The Supplier may not terminate suchinsurance without prior written consent of MacGregor.
17. Tooling17.1 If MacGregor is supplying tools or equipment for the manufacturing of the Productor if the Supplier acquires such tools or equipment at the specific request of MacGregor
such tools shall be the property of MacGregor.
17.2 The Supplier shall at his own cost undertake to maintain tools and equipment in sucha way that the Product specifications are complied with. The Supplier reassures that all
tools that are the property of MacGregor will at all times be marked as specified by
MacGregor and will maintain sufficient documentation as to verify that these are theproperty of MacGregor. The Supplier will also undertake to inform MacGregor in duetime in the event that renewal will be needed.
17.3 The Supplier shall at all times carry sufficient insurance, to cover any damage tothese items.
17.4 The procedure with use and return of the tools shall correspond to what is mentioned
above under section 2 and 3 for drawings and documents.
18. Liens18.1 Supplier shall ensure that title to the Product shall be free and clear of any and allliens. Supplier agrees that it will be exclusively responsible for and indemnify and hold
MacGregor harmless from any such lien as well as all claims for non-payment by Supplier
to its suppliers and subcontractors.
19. Force Majeure19.1 The following circumstances as examples but not limited to, shall constitute an eventof “force majeure”, if provided that they arise subsequent to the entering into the Purchase
Agreement and could not have reasonably been anticipated by the Party at the time of
concluding the Purchase Agreement: nationwide industrial disputes and any othercircumstances beyond the control of the Parties such as fire, war, general mobilization,
seizure, currency restrictions, insurrection, riot and acts of God. The Party wishing toclaim relief shall notify the other Party in writing as soon as the intervention and thecessation of such circumstance take place. The Supplier shall notify Macgregor when thedelivery can be expected. Force Majeure does not include occurrences or disruptions thatmake the performance under the Purchase Agreement merely commercially impracticable.
19.2 In the case of Force Majeure the contractual obligations of the Parties shall besuspended. The Party wishing to claim relief shall notify the other Party in writing as soon

as the intervention and the cessation of such circumstance takes place. The Supplier shall notify the
Purchaser when the delivery can be expected. The Party claiming Force Majeure shall use allreasonable means available to prevent and reduce the effects resulting from force majeure.
19.3 An impediment suffered by a subcontractor or sub-supplier of a Party and constituting Force
Majeure hereunder shall discharge the affected Party from liability only if subcontracting from anothersource is not possible without unreasonable costs or significant loss of time. In the event that theSupplier should be discharged from any liability by virtue of force majeure, then the Purchaser shall beequally discharged from any corresponding liability for the duration of the Supplier’s discharge,
including without limitation any payment obligations. \20. Termination of the Purchase Agreement
20.1 MacGregor shall have the right to terminate the Purchase Agreement by written notice and withimmediate effect if:(i) the Supplier’s performance of the Purchase Agreement is impeded for more than 1 month by reasonof Force Majeure, or (ii) the Supplier has committed a material breach of the Purchase Agreement. In
addition to the above, a Party is entitled to terminate the Purchase Agreement with immediate effect if(i) the other Party enters into composition negotiation, is declared bankrupt, goes into liquidation or for
any other reason can be assumed to have become insolvent or not able to fulfill his obligations
stipulated in the Purchase Agreement; or d) the other Party is acquired by a competitor to the first Party.
20.2 Termination according to this provision shall be done without unreasonable delay after suchcircumstance becomes known to the Party or should have become known to the Party.
20.3 Termination shall be made in writing. The Supplier undertakes to inform Macgregor of any change
in its ownership and will, irrespective of grounds for termination, continue deliveries to Macgregor to
the extent necessary, however minimum 6 months from date of termination, at prices and otherconditions valid before that date.
20.4 Macgregor shall have the right at any time by written notice to the Supplier to terminate thepurchase order, including any committed forecasts, and to require the Supplier to cease work
thereunder, if Macgregor’s customer has terminated the respective order between Macgregor and its
customer or in case of a sudden or dramatic change in market demand.
20.5 In the event of termination under this clause 20.2, and provided always that the Supplier is not in
default, the Supplier shall be entitled to payment pursuant to the terms of the Purchase Agreement for
all direct costs it has accrued for the Product delivered and work performed as of the date of thetermination. It is a precondition to any payments hereunder that the Supplier verifies all costs andexpenses by providing accounting records and/or sufficient documentation to MacGregor. The Parties
acknowledge that the Supplier shall not be entitled to profit on any part of the terminated work, unlessdelivered to MacGregor and approved for payment before the date of termination. Macgregor shall not
be responsible for costs relating to Product that are resalable to a third party.
20.6 The Parties shall have no liability because of termination other than in accordance with theprovisions above.
21. Assignment of the Purchase Agreement
21.1 A Party may not assign the rights or obligations under the Purchase Agreement to any Third Party
without the other Party’s written consent. If an essential change takes place in the Supplier’s ownership,
it shall immediately be reported to MacGregor and the Supplier must assure that the Purchase
Agreement will be upheld. MacGregor may, however, without the Supplier’s consent assign thePurchase Agreement to any other company within the MacGregor Group.
22. Limitation of Liability
22.1 In no event, to the extent permitted by law, shall Macgregor be liable for the Supplier or any third
party for any consequential or indirect loss or damages, including but not limited to damage to persons
or property, loss of profit or loss of use whether or not Macgregor has been have been advised of thepossibility of such loss or damage.
23. Compliance23.1 People and Society. The Supplier shall respect human rights in its operation and supply chain. The
Supplier represents and warrants that neither it nor its parent or affiliated entities or subcontractors areengaged in any practice inconsistent with the rights set forth in the ILO Labor Standards, which, interalia, require that the Supplier shall take all appropriate measures to prevent modern slavery, child laboror exploitative labor practices by its employees or any other person engaged by the Supplier to perform
any services under the contract. The Supplier shall follow all applicable health and safety regulations.
The Supplier shall comply with applicable conflict minerals regulation and cooperate fully with
Macgregor in investigating the source of any tantalum, tin, tungsten or gold or other minerals in the
products it supplies to Macgregor.
23.2 Environment. The Supplier agrees to operate in an environmentally conscious manner and comply
with all environmental laws and regulations (including without limitation the REACH regulation, EPA
restrictions) which are appropriate and applicable to the operation and location(s) where the Purchase
Agreement is being performed. In case any products supplied to Macgregor under the Purchase
Agreement contain regulated substances (REACH, RoHS, EPA), the Supplier agrees to share up-todate and correct information via BOM check platform in a timely manner.
23.3 Governance. The Supplier shall comply with all applicable laws and regulations pertaining tomoney-laundering, embargoes and/or sanction requirements, bribery, corruption and anti-terrorism,
including but not limited to the principles contained in the applicable export control and sanctions
regulations as well as the US Foreign Corrupt Practices Act and the UK Bribery Act. The Supplier
agrees that, at all times in connection with and throughout the course of the Purchase Agreement, it
shall not give or accept any undue pecuniary or other advantage of any kind to the extent that doing sowould be in violation of the anti-bribery laws of any relevant jurisdiction. All payments under thecontract shall be made by check or wire transfer.
23.4 Data Privacy. The Supplier shall comply with MacGregor privacy policy, which could be updated
afterward upon its sole decision. Each Party shall process and treat agreement relating data, including
but not limited to, names and business contact details of employees, business contacts persons andrepresentatives of each Party, such as title, name, email address, telephone number etc., in accordancewith applicable laws, in accordance with specific instructions from the other Party, and in any event ina safe and secure manner preventing unauthorized access, use or disclosure. Each Party will use
adequate contractual and technical mechanisms to protect these data.
23.5 The Supplier confirms that it is aware of and shall comply with Macgregor’s Business Partner
Code of Conduct as found online and principles of social responsibility as made publicly available byMacgregor from time to time.
24. Spare Parts
24.1 The Supplier shall pursuant to the conditions in the Purchase Agreement guarantee the flexible
supply of spare parts for the Product at commercially moderate prices for a period of fifteen (15) years
after MacGregor’s purchases for serial production from the Supplier have ceased.
25. Intellectual Property Rights
25.1 Any technology, including specifications, designs or tools provided by MacGregor, or design orother material produced by MacGregor’s subcontractors, shall be the property of MacGregor or
MacGregor’s subcontractors (as the case may be) and may not be used for other purposes than to fulfill
the obligations in the Purchase Agreement. In particular the Supplier shall not produce the Product forhimself or sell to Third Parties if the Product is manufactured wholly or partly in accordance withtechnical specifications or other technology, designs, know-how or tools provided by MacGregor.
25.2 The title and all intellectual property rights in and to the Product, inventions or know-how
developed together by the Parties, or by the Supplier on Macgregor’s request, shall vest in and be thesole and exclusive property of Macgregor.
25.3 The Supplier shall assume liability for, indemnify and hold Macgregor, Macgregor’s affiliates andcustomers harmless from all claims, expenses and proceedings related to infringements of patents orother intellectual property rights in relation to the Product and the use thereof, unless the claimed
infringements relates solely to technical specifications provided by Macgregor. The Supplier’s
responsibility and liability to hold Macgregor, Macgregor’ s affiliates and customers harmless
continues even after the Purchase Agreement has terminated as long as claims may be presented by aThird Party against Macgregor, Macgregor’s affiliates or customers.
25.4 In order to protect Macgregor’s knowhow and confidential information, the Supplier shall notallow representatives of Macgregor’s competitors to enter those Supplier’s premises
where Product that include Macgregor’s technology or knowhow are developed or
manufactured and the Supplier shall inform Macgregor in case it develops or supplies
equivalent, similar or competing products to any Macgregor’s competitor.
26. Offset Cooperation
26.1 The Supplier acknowledges that Macgregor, in various international markets, has toaccept offset and/or countertrade obligations under which the Buyer may be required tooffer some level of industrial benefit back to Macgregor's customer which may be directly
or indirectly to the end user. The Supplier agrees and commits that on a case by case basis
and to the best endeavors of the Supplier, that the Supplier will where requested by
Macgregor, in a mutually acceptable manner and to a mutually acceptable value,
proactively support Macgregor in its activities to discharge its offset/countertradeobligations.
27. Order of priority of Purchase Agreement Documents
27.1 The Purchase Agreement may comprise following documents:
1. Purchase Agreement
2. MacGregor’s order
3. MacGregor’s Purchasing General Conditions
4. Supplier’s order confirmation
5. Supplier’s offer
27.2 In case of discrepancies between the above detailed documents, the Purchase
Agreement shall prevail and thereafter the rest of the documents according to the order
above.
28. No Waivers
28.1 Any failure of either Party to enforce, at any time or for any period of time, any ofthe provisions of the Purchase Agreement shall not be construed as a waiver of suchprovisions or of the right of the Party thereafter to enforce each such provision.
29. Provisions severable
29.1 In case any provision or any part of a provision of the Purchase Agreement held
invalid or unenforceable, the validity of the remaining provisions of the Purchase
Agreement shall not be affected thereby and each remaining provision or part thereof will
be valid and enforceable to the full extent permitted by law.
30. Entire Agreement30.1 None of the Parties shall be bound by any definition, condition, representation,
warranty or covenant other than expressly stated in the Purchase Agreement or its annexes
or as otherwise agreed by the Parties in writing.
31. Applicable Law and Disputes
31.1 In case a MacGregor affiliate/unit and the Supplier have the same domicile, thePurchase Agreement will be governed and constructed in accordance with the law of thatcountry. In other cases, the Purchase Agreement shall be construed and interpreted inaccordance with the substantive law of the Macgregor affiliate/unit country, excluding any
conflict of law rules. The United Nations Convention on Contracts for the International
Sale of Goods shall not apply.
31.2 Any dispute, controversy or claim arising out of or in connection with the Purchase
Agreement, or the breach, termination or invalidity thereof, shall be finally settled byarbitration in accordance with the Arbitration Rules of the International Chamber ofCommerce by three arbitrator appointed in accordance with the said Rules, provided that
the Purchaser shall be entitled to seek such injunctions and/or order for specificperformance as may be necessary to enforce confidentiality or IPR. The arbitration shalltake place in Helsinki, Finland and the language to be used in the arbitral proceedings
shall be English.