General Terms and Conditions of Purchase

For Goods and/or Services - 2019

1. APPLICABILITY, ORDERS, KEY DEFINITIONS

1.1. These General Terms and Conditions of Purchase (“Conditions”) apply to the purchase of (i) any goods and materials, including, without limitation, products, parts or components specifically developed or customized and deliverables resulting from a service (“Goods”) and (ii) any services (“Services”) by CONDIS. The term “CONDIS” as used herein shall mean Condis SA, Route de Montena 65, CH-1728 Rossens, Switzerland, or any of its affiliated companies ordering the Goods or Services from the supplier of such Goods and Services (“SUPPLIER”). CONDIS and SUPPLIER shall herein also be referred to individually as a “Party” or collectively as “Parties”.

1.2. The Conditions apply to all current and future business relations for the purchase of Goods and Services by CONDIS, even if not explicitly referred to. Terms and conditions of SUPPLIER shall not apply unless CONDIS expressly consents thereto in writing. The Conditions also apply and prevail where CONDIS, having knowledge of conflicting or deviating terms of SUPPLIER, accepts the Goods or Services without reservation.

1.3. “Order” means a request (in whatever form) to SUPPLIER for the supply of Goods or Services, and any drawings, specifications, and other attachments thereto and which is deemed to always include the Conditions. The Conditions supplement the Order and in case of a conflict between the Order and the Conditions, the terms of the Order prevail.

1.4. If an Order is not accepted by SUPPLIER within 14 calendar days after receipt or any other period stipulated in the Order (“Acceptance Period”), the Order is deemed revoked. Until an Order is accepted by SUPPLIER in writing, CONDIS is not bound by such Order and may revoke, modify or change the Order at any time.

1.5. Any (i) Order accepted without reservation or modification within the Acceptance Period by SUPPLIER, (ii) Order accepted by Supplier with a reservation or modification or received by CONDIS after the Acceptance Period, but accepted by CONDIS (in whatever form), or (iii) other agreement between SUPPLIER and CONDIS which refers to these Conditions, constitutes a “Contract”. Any specifications for the Goods and/or Services contained in or incorporated in the Contract by reference, or any other specifications agreed in writing between CONDIS and SUPPLIER from time to time are referred to as “Specifications”.

1.6. “Applicable Law” means the laws applicable in the country according to section 19.1, unless agreed otherwise in the Contract.

1.7. If in these Conditions the term “in writing” is used, this shall include communication via e-mail or fax.

2. DELIVERY OF GOODS AND PERFORMANCE OF SERVICES

2.1 Time is of the essence for performance of the Contract by SUPPLIER. Without prejudice to any other rights CONDIS may have under the Contract or any other legal grounds SUPPLIER shall inform CONDIS in writing without delay if circumstances become apparent which indicate that the agreed time for delivery of Goods or performance of Services will not be met.

2.2. SUPPLIER shall deliver the Goods and perform the Services during regular business hours (as applicable at the place of delivery/ performance) in accordance with the time schedule in the Contract (“Delivery Dates”). If no Delivery Dates have been stated, SUPPLIER shall deliver the Goods and perform the Services as soon as reasonably possible and SUPPLIER shall inform CONDIS of the date of delivery in writing reasonably in advance. Unless otherwise agreed in the Contract, SUPPLIER shall deliver the Goods in accordance with Incoterms 2020 and the Contract to the destination specified in the Order or Contract (“Location of Receipt”).

2.3. If SUPPLIER fails to deliver the Goods or fails to perform the Services by the Delivery Dates, or, if no Delivery Dates have been stated, by the time reasonably set by CONDIS, SUPPLIER falls in default without reminder and CONDIS may, without prejudice to other rights or remedies CONDIS may have under the Contract or any other legal grounds and without liability to SUPPLIER, rescind the Contract by giving written notice to SUPPLIER. In such a case, CONDIS may request a refund of the purchase price, if already paid, and claim compensation for all costs, expenses, damages and other losses suffered due to SUPPLIER’s failure. In addition, regarding Services, CONDIS shall have the rights as set forth in section 8.3.

2.4. If SUPPLIER is in default in delivering the Goods or performing the Services, CONDIS shall be entitled, without prejudice to other rights or remedies under the Contract or any other legal grounds, to liquidated damages as of the date SUPPLIER falls in default amounting to 2% of the price for the related Goods or Services for each commenced week SUPPLIER is in default. The total amount of the liquidated damages shall not exceed 10% of the price all related Goods or Services. Further claims of CONDIS for compensation of damages exceeding the liquidated damages remain unaffected.

2.5 For each delivery of Goods, SUPPLIER is responsible for ensuring continuous compliance with all legislation and regulations applicable to the transportation and delivery of such Goods.

2.6. Each delivery of Goods must include documents containing the following minimum information and any additional information requested by CONDIS: order number, description of Goods and name of SUPPLIER, unit of measure specifying volume, quantity or number and delivery point for the Goods.

2.7. All Goods must be packaged (i) securely so as to prevent damage during loading, transportation and off-loading, (ii) in compliance with the applicable statutory provisions and (iii) in compliance with CONDIS’s packaging specifications if provided to SUPPLIER, and in the absence of such specifications, according to good industry standards and practice.

2.8. In addition, SUPPLIER shall:

2.8.1. provide CONDIS, upon request, with certificates of origin, declarations, documents and data pertaining to trade requirements and, upon request, inform CONDIS in detail and in writing of any possible export restrictions or approval obligations in the country of origin of the Goods or Services or their destination;

2.8.2. furnish full details regarding all immediate and long-term potential hazards or dangers relating to the Goods, including, but not limited to, toxicity, flammability, harmful effect due to inhalation or direct contact and whether due to direct or indirect use thereof;

2.8.3. furnish full details relating to the most appropriate safety precautions to be taken in connection with the use and handling of the Goods; and

2.8.4. appropriately and prominently label all packages and containers that contain dangerous, toxic or otherwise harmful Goods in order to protect those who handle or are exposed to them.

2.9. Partial shipments of Goods or early deliveries may only be made with CONDIS’s prior written approval. In the event of a delivery earlier than agreed, CONDIS reserves the right to return the shipment at the expense of SUPPLIER. If CONDIS does not return an early delivery, it may store the Goods up to the delivery date at SUPPLIER’s risk and expense.

2.10. If, for any reason, CONDIS is unable to accept delivery of the Goods at the time specified in the Contract, SUPPLIER shall, if requested by CONDIS, store the Goods and maintain them in merchantable condition. Subject to prior written agreement, CONDIS shall reimburse SUPPLIER for the reasonable costs of such storage.

2.11. SUPPLIER shall carry out Services at the agreed locations at the Delivery Dates according to the Specifications and good industry practice and standard. SUPPLIER shall document the performance of Services and provide such documents to CONDIS upon request or completion of the Services, at the latest together with SUPPLIER’s invoice. If a deliverable or a specific result is to be achieved through the Services, the provisions of these Conditions relating to Goods shall apply accordingly.

2.12. SUPPLIER shall ensure that its personnel performing the Services, in particular when working on CONDIS’s or CONDIS’s customer’s premises, is not considered having entered into or being entitled to enter into an employment relationship with CONDIS or CONDIS’s customer. In the case of a breach, SUPPLIER shall indemnify CONDIS against all related costs, expenses, damages or other losses.

2.13. If SUPPLIER is required to operate on premises owned or operated by or on behalf of CONDIS, then SUPPLIER shall comply with all CONDIS’s site safety rules and procedures at its own expense. These include, but are not limited to, using appropriate personal protective equipment, attending site induction training, and removing all rubbish, debris, surplus materials and temporary structures, and leaving the site tidy. SUPPLIER bears the risk of loss and damage for all materials used or to be used until completion of the Contract.

3. TRANSFER OF RISK AND TITLE

3.1. In deviation from the rules of the Incoterms 2020, and unless the Parties agree otherwise in writing, the risk of loss and damage passes to CONDIS at the time of receipt of the Goods at the Location of Receipt. If an Acceptance Procedure as per section 6.3 is agreed or required, the time of final approval and acceptance by CONDIS shall be determinative for the transfer of risk.

3.2. Title to all or the relevant part of the Goods passes to CONDIS on the earlier of (i) payment for such Goods or part thereof; and (ii) delivery of such Goods at the agreed Location of Receipt. Where title to all or any part of the Goods has passed to CONDIS but the Goods remain in the possession of SUPPLIER, SUPPLIER shall clearly label the Goods as the property of CONDIS and store them separately from all other goods and free of charge.

4. PRICE AND PAYMENT

4.1. The price(s) for the Goods and/or Services must be specified in the Contract and remain fixed for the term of the Contract.

4.2. Unless otherwise stated in the Contract, the price payable for the Goods and/or Services is. exclusive of value added tax (“VAT”) or others sales tax. The purchase price includes auxiliary costs such as charges for packaging, insurance, export/import.

4.3. If the Contract states that VAT or other sales tax is payable with respect to any Goods or Services, CONDIS is only required to pay such tax upon receipt of a valid VAT or other sales tax invoice.

4.4. Unless otherwise specified in the Contract, and subject to SUPPLIER complying with its obligations under the Contract, CONDIS shall pay for the Goods and/or the Services within 60 working days after receipt of SUPPLIER’s duly prepared and accurate invoice. SUPPLIER may not issue the invoice until the relevant Goods have been delivered to CONDIS or the relevant Services have been completed. Invoices must always include the official order number and comply with all applicable laws and any specifications requested by CONDIS.

4.5. CONDIS may withhold payment of any disputed or insufficiently documented amounts included in any invoice. CONDIS may further set-off any sum due from SUPPLIER to CONDIS or any of its affiliated companies, against any amount due from CONDIS to SUPPLIER under the Contract, or to recover such sums as a debt.

4.6. Payment of an invoice by CONDIS does not constitute acceptance of the Goods and/or Services covered by the invoice and is without prejudice to any and all claims CONDIS may have against SUPPLIER in connection with the Contract.

5. QUALITY REQUIREMENTS

5.1. SUPPLIER shall provide Goods of the highest quality and in accordance with SUPPLIER’s Warranties as defined in section 7.3. SUPPLIER shall comply with the applicable statutory provisions and good industry practice and standard and shall develop, manufacture and test the Goods to be delivered so that they are in accordance therewith and with the Contract.

5.2. If SUPPLIER becomes aware that the Goods or Services do not comply with quality requirements and SUPPLIER’s Warranties as defined in section 7.3 and/or if SUPPLIER has legitimate doubts regarding the Goods’ or Services’ compliance with such requirements, then SUPPLIER shall promptly notify CONDIS in writing and shall advise CONDIS on any further steps to be taken. The same applies if SUPPLIER becomes aware of property rights of third parties which conflict with the unrestricted use of the Goods or Services by CONDIS. Receipt and handling of such information by CONDIS is without prejudice to any and all claims CONDIS may have against SUPPLIER resulting from such non-compliance.

5.3. CONDIS may inspect the Goods or Services at any time prior to delivery or completion of the Goods or Services at the SUPPLIER’s premises or at any other location. Inspection by CONDIS does not relieve SUPPLIER of its responsibility or liability for the Goods and Services and does not imply CONDIS’s acceptance of the Goods or Services. CONDIS’s right of inspection prior to delivery is without prejudice to CONDIS’s right to reject the Goods after delivery.

5.4. CONDIS may call for certificates of raw materials and test certificates for materials and equipment used in the sourcing and manufacture of the Goods. SUPPLIER shall provide such certificates to CONDIS within five working days after receipt of such request.

6. INSPECTION, TESTING

6.1. SUPPLIER shall supply all Goods and Services in accordance with the Contract and the Specifications. CONDIS may inspect and test the Goods upon or after CONDIS’s receipt of the Goods. Any obligation of CONDIS under the Applicable Law to inspect the Goods or Services or to notify SUPPLIER of any defects within a certain period of time is hereby excluded to the extent legally possible. If the obligation to inspect cannot be excluded, the following will apply: (i) CONDIS is only required to inspect the Goods for variations in identity and quantity and obvious transport damage and (ii) CONDIS shall notify SUPPLIER of any such discrepancies and damages within 14 working days after receipt of the Goods at the Location of Receipt. To fulfil the notification requirement, CONDIS need only provide SUPPLIER with a brief description of the discrepancy, damage or defect.

6.2. Before and within 30 working days following delivery or performance, or any longer period as set forth in section 6.3, and without prejudice to other rights or remedies CONDIS may have under the Contract or any other legal grounds, CONDIS may reject in whole or in part any delivery of Goods or performance of Services which are not in full compliance with the Contract. If certain parts of the Goods or Services do not comply with the Contract, CONDIS may reject the entire delivery or performance unless SUPPLIER can prove that the remainder of such delivery or performance is in compliance with the Contract.

6.3. If, according to the Contract or under the particular circumstances, CONDIS is required to test and approve the Goods or Services as to their compliance with the Contract, SUPPLIER shall request that CONDIS carry out such test and acceptance after the Goods or Services are completed (“Acceptance Procedure”). SUPPLIER shall make such request in accordance with the dates stated in the Contract or, if no date is specified, as soon as practicable. Upon reasonable request by CONDIS, SUPPLIER shall provide suitable personnel to attend any such tests at its own cost. CONDIS may reject the Goods or Services in whole or in part if they are not proven by SUPPLIER to be compliant with the requirements under the Contract and/or any acceptance criteria agreed. If CONDIS does not accept the Goods or Services in whole or in part, SUPPLIER shall promptly investigate the non-conformity, correct such non-conformity and repeat the Acceptance Procedure. After failure of the second Acceptance Procedure, CONDIS may at its discretion choose whether to repeat the Acceptance Procedure or assert the remedies set forth in section 8. CONDIS will not be deemed to have accepted the Goods or Services solely because it is using them in whole or in part due to operational necessities.

7. SUPPLIER WARRANTIES AND OBLIGATIONS

7.1. Without prejudice to any warranties under the Contract or any other legal grounds, SUPPLIER warrants that the Goods and any parts or materials used in the manufacture or performance of any work related to the Goods will:

7.1.1. be fit for the intended purpose;

7.1.2. be fit for any special purpose as defined by CONDIS to SUPPLIER;

7.1.3. conform to the Specifications in all respects and, where applicable, to any samples or drawings; in particular, the weights, measures, signs, legends, words, particulars, or descriptions, if any, stamped, printed, or otherwise attached to the Goods or containers (including any required country of origin markings) or referring to the Goods delivered hereunder are true and correct and comply with all statutes, regulations and legislations;

7.1.4. be new and unused, of sound materials and workmanship and free from any defects (latent or otherwise);

7.1.5. conform to all applicable international and local laws and regulations relating to the design, manufacture, sale, packaging, labelling, safety standards and use of the Goods, which are in force on the date of delivery;

7.1.6. be accompanied by all information, warnings, instructions and documentation relevant for the use, storage, operation, consumption, transportation and disposal of such Goods; and

7.1.7. unless agreed otherwise, conform to the representations and warranties in SUPPLIER’s literature and advertising materials.

7.2. In addition to any other warranties CONDIS may have under the Contract or any other legal grounds, SUPPLIER warrants that all Services will be performed (i) with a degree of high professional skill, sound practices and good judgment normally exercised by recognized professional firms providing services of a similar nature. (ii) in full compliance with all applicable laws and (iii) so as to ensure that the Services completed under the Contract are free from defects in materials and workmanship and are fit for the intended purpose.

7.3. Any warranties set forth in this section 7 or existing under the Contract or any other legal grounds (“SUPPLIER’s Warranties”) apply for a period of 24 months after acceptance of the Goods at the Location of Receipt, approval by CONDIS according to section 6.3, or completion of the Services (whatever occurs later) or any longer period stipulated by the Applicable Law or in the Contract (“Warranty Period”).

8. REMEDIES

8.1. If the Goods delivered fail to conform with SUPPLIER’s Warranties (“Defective Goods”), then, without prejudice to other rights or remedies CONDIS may have under the Contract or any other legal grounds, CONDIS may, at its option choose one or several of the following remedies:

8.1.1. refuse to take delivery;

8.1.2. require SUPPLIER to repair or replace the Defective Goods at SUPPLIER’s sole cost within any period reasonably specified by CONDIS, however at the latest within 21 calendar days of receipt of CONDIS’s request;

8.1.3. carry out the repair instead of SUPPLIER or may have it carried out by a third party at SUPPLIER’s sole cost;

8.1.4. require SUPPLIER to reimburse CONDIS for all costs, expenses, damages and other losses associated with the repair or replacement, including, without limitation, costs for investigation and analysis of the defect, for installation/de-installation, for the use of its own or external personnel, costs for parts, attorneys’ fees or other legal cost, accommodation, travel or transportation costs;

8.1.5. claim compensation from SUPPLIER for all costs, expenses, damages and other losses incurred by CONDIS due to the Defective Goods.

8.2. If SUPPLIER fails to remedy its breach of SUPPLIER’s Warranties with respect to the Defective Goods within the period according to section 8.1.2, or if SUPPLIER is not able to or rejects the repair or replacement of the Defective Goods, then, without prejudice to other rights or remedies CONDIS may have under the Contract or any other legal grounds and in addition to the remedies set forth in section 8.1, CONDIS may, at its option:

8.2.1. rescind the Contract and request a refund of the purchase price, if already paid, in which case CONDIS shall return the Defective Goods to SUPPLIER at SUPPLIER’s sole cost and expense; or

8.2.2. claim a reduction or refund (as the case may be) of the purchase price in the amount of the reduced value of the Defective Goods; or

8.2.3. return the Defective Goods to SUPPLIER at SUPPLIER’s risk and expense and obtain identical or similar goods from an alternative supplier and claim reimbursement from SUPPLIER for any additional costs and expenses reasonably incurred by CONDIS;
and

8.2.4. claim compensation from SUPPLIER for all costs, expenses, damages and other losses incurred by CONDIS due to the Defective Goods.

8.3. If the Services performed fail to conform with SUPPLIER’s Warranties (“Defective Services”), then, without prejudice to other rights or remedies CONDIS may have under the Contract or any other legal grounds, CONDIS may, at its option choose one or several of the following remedies:

8.3.1. require SUPPLIER to re-perform the Services free of charge and as soon as is reasonably practicable;

8.3.2. require SUPPLIER to reduce pro-rata the compensation allocable to the Defective Services;

8.3.3. obtain the Services from a third party and require SUPPLIER to reimburse for all reasonable costs and expenses thereby incurred;

8.3.4. terminate the Contract and refuse to accept any further performance of Services under the Contract;

8.3.5. claim compensation from SUPPLIER for all costs, expenses, damages and other losses incurred by CONDIS due to the Defective Services.

9. INDEMNIFICATION

9.1. If a claim is made against CONDIS based on a violation of public safety or product liability regulations in connection with the delivery of the Goods or performance of the Services by SUPPLIER, then, to the greatest extent permitted by the Applicable Law, SUPPLIER shall, without prejudice to other rights or remedies CONDIS may have under the Contract or any other legal grounds, indemnify CONDIS and its employees, officers, agents, customers and successors and assignees (“Indemnified Parties”) against any liability, loss, expense, costs (including attorneys’ fees or other legal costs, costs for recalls and costs for its own employees), damage or injury resulting from such violation, unless SUPPLIER proves that SUPPLIER has not caused the violation.

9.2. Without prejudice to other rights or remedies CONDIS may have under the Contract or any other legal grounds and to the greatest extent permitted by the Applicable Law, SUPPLIER shall indemnify CONDIS and the Indemnified Parties against any liability, loss, expense, costs (including attorneys’ fees or other legal costs, costs for recalls and costs for its own employees), damage or injury in consequence of (i) any Defective Goods and/or Defective Services or (ii) any breach by SUPPLIER or its suppliers or subcontractors of the Contract (including any late delivery of Goods or performance of the Services), or (iii) any negligence, willful default or wrongful act or omission of SUPPLIER or its suppliers or subcontractors.

10. INSURANCE

SUPPLIER shall arrange and maintain, at its own cost, all insurance customary and on terms common in the industry and satisfactory to CONDIS, in particular a professional, public and product liability insurance. SUPPLIER shall produce evidence of such insurance to CONDIS upon request. For the avoidance of doubt, the insurance coverage shall not limit in any way SUPPLIER’s responsibility and liability for its Goods delivered and Services performed to CONDIS.

11. INTELLECTUAL PROPERTY, CONFIDENTIALIY

11.1. Any know-how, confidential information, intellectual property rights, including, without limitation, trademarks, service marks, patents, topographies, designs (whether registered or unregistered), copyrights (including any future copyrights) and any application for any of the foregoing, developed by SUPPLIER, or on behalf of SUPPLIER, in connection with (i) a specifically agreed development, (ii) a CONDIS-specific modification of a product or (iii) a part or the design of a tool (“New IP Rights”) shall become the property of CONDIS and is covered by the payment of the price for the Goods and/or Services. SUPPLIER shall take all actions reasonably necessary to secure the assignment of such rights to CONDIS. Notwithstanding its obligation to assign ownership, SUPPLIER hereby grants to CONDIS in advance an unconditional, irrevocable, transferable, exclusive and worldwide license in any New IP Rights, either in their original or in any modified form, free of charge. SUPPLIER shall not use any New IP Rights other than for the purposes of the Contract.

11.2. SUPPLIER shall keep confidential all information and documents that CONDIS makes available to it, or that it otherwise acquires relating to CONDIS’s business, or that it creates or produces, or has created or produced, specifically in connection with the performance of the Contract for CONDIS. SUPPLIER shall not use or cause to be used such information or documents other than for the purposes of the Contract. Such obligation will continue in force notwithstanding termination or completion of the Contract, however caused, although such provisions do not apply to any information or document in the public domain or coming into the public domain other than through SUPPLIER’s violation of its obligations and to such information disclosed to SUPPLIER’s subcontractors to the extent necessary for performance of the Contract. In addition, SUPPLIER may disclose confidential information as required by applicable laws, including by a court of competent jurisdiction or government body or regulatory authority, provided however, that in the event of a proposed disclosure pursuant to such request, SUPPLIER must notify CONDIS of such request prior to the disclosure and shall reasonably cooperate with CONDIS to obtain appropriate protection orders or to take similar protective measures to preserve the confidentiality of such information.

11.3. SUPPLIER shall use objects, documents and auxiliary resources of all types that CONDIS provides to it to carry out the Services or manufacture the Goods, exclusively to perform the Services or manufacture the Goods and shall return such items to CONDIS without delay after performance of the Services or manufacturing of the Goods or the termination or expiry of the Contract.

11.4. SUPPLIER warrants that the sale, possession, resale or use of the Goods and/or the performance of the Services to be supplied do not infringe any third-party intellectual property rights or third-party know-how. CONDIS shall have the remedies as set forth in section 8. In addition to these remedies, SUPPLIER shall, to the greatest extent permitted by the Applicable Law, indemnify CONDIS and the Indemnified Parties against all payments or loss of royalties or license fees, and against all costs, losses and expenses suffered by them or for which they may be liable in respect of any breach of this warranty, including attorneys’ fees or other legal cost. SUPPLIER will give CONDIS and the Indemnified Parties all assistance that is reasonably required in defending any such infringement claim. If it comes to CONDIS’s knowledge that a claim may arise under this warranty, then CONDIS may terminate the Contract immediately and without any liability towards SUPPLIER.

11.5. SUPPLIER shall not make any reference to CONDIS in its advertising, literature or correspondence without CONDIS’s prior written consent. Nothing in the Contract will entitle SUPPLIER to use any name, trademark or logo of CONDIS.

12. SPARE PARTS

SUPPLIER shall, for a period of at least five years after discontinuation of production of the Goods, have available compatible spare parts substantially equivalent in terms of function and quality to the parts contained in the Goods, or shall provide equivalent solutions on commercially reasonable conditions for CONDIS.

13. TOOLS

Any material, software, equipment or tools (i) provided by CONDIS to SUPPLIER, (ii) purchased by CONDIS under this Contract or (iii) purchased or used by SUPPLIER in connection with this Contract and paid by CONDIS (“Tools”) shall remain the property of CONDIS and may only be used for the sole purpose of performing SUPPLIER’s obligations under this Contract. The ownership of all Tools is transferred to CONDIS by SUPPLIER on the date of the acquisition of the Tool by SUPPLIER, or in the case of Tools manufactured by SUPPLIER, on the date of the completion of the manufacturing by SUPPLIER. No further action by any Party is required to make such transfer effective. SUPPLIER shall mark such Tools directly after they are provided to it or directly after the acquisition by SUPPLIER or the completion as being CONDIS’s property. Upon request SUPPLIER shall prove such marking through photos or otherwise. SUPPLIER shall use the Tools exclusively for the provision of Services to CONDIS or for the manufacturing of the Goods ordered by CONDIS. SUPPLIER, at its own expense, shall insure the Tools belonging to CONDIS at the replacement value on appropriate terms. SUPPLIER shall carry out timely inspection, servicing, maintenance and repair work at its own expense. Upon request of CONDIS, SUPPLIER shall hand over the Tools to CONDIS.

14. SUBCONTRACTORS

SUPPLIER shall not engage subcontractors without CONDIS’s prior written consent. SUPPLIER shall require its subcontractors to comply with all obligations under this Contract, including secrecy. Notwithstanding any consent given by CONDIS, SUPPLIER shall remain liable to CONDIS for any acts or omissions of its subcontractors as if they were its own. No sub-contract shall relieve SUPPLIER from the obligation to provide the Goods or perform the Services or from any liability under the Contract.

15. COMPENSATION IN THE CASE OF SUPPLIER’S VIOLATION OF COMPETITION LAW

Without prejudice to other rights or remedies CONDIS may have under the Contract or any other legal grounds, if SUPPLIER made an agreement constituting an illegal restriction of competition in connection with the Contract’s conclusion, SUPPLIER shall pay to CONDIS 15% of the price of all related deliveries or services. Further claims of CONDIS for compensation of damages exceeding this lump sum compensation remain unaffected. However, SUPPLIER may pay only the actual damages caused by its illegal restriction of competition if it proves that these are lower than the lump sum compensation set forth in this section. This provision also applies if the Contract expires, is terminated or has already been fulfilled.

16. OBLIGATION TO INFORM

If any of the following events occur with respect to SUPPLIER, SUPPLIER shall promptly inform CONDIS of the details regarding such event and shall further promptly answer in good faith any questions of CONDIS regarding such circumstances: (i) a change in the legal form of SUPPLIER; (ii) a disposition of all or substantially all of the assets of SUPPLIER; (iii) any entity or person(s) becomes the direct or indirect owner of voting securities representing more than 50% of the outstanding voting interests in SUPPLIER; (iv) the merger of SUPPLIER with another entity; (v) any change in the senior management of SUPPLIER; or (vi) any other event resulting in a change of control of SUPPLIER, meaning a change of the entity or person(s) having the ability to direct the management and/or strategy of SUPPLIER.

17. TERMINATION

17.1. CONDIS may at any time and for any reason terminate the Contract in whole or in part by giving SUPPLIER written notice whereupon all work on the Contract shall be discontinued and CONDIS shall pay to SUPPLIER a fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential or indirect loss and never be higher than the price of the Goods or Services under that terminated Contract. CONDIS may request that any Goods and Services or results of Services to which the payment of compensation by CONDIS pertains shall be delivered to CONDIS in their current state.

17.2. CONDIS may terminate the Contract, without liability to SUPPLIER and while preserving to itself any accrued rights or remedies, by giving written notice to SUPPLIER with effect from the date specified in the termination notice, if:

17.2.1. SUPPLIER commits a material breach of any provision of the Contract and (in the case of a breach capable of remedy) fails to remedy that breach within 21 calendar days of being notified of such breach by CONDIS (SUPPLIER acknowledges that a series of minor breaches may together constitute a material breach); or

17.2.2. SUPPLIER files a petition in bankruptcy or has such a petition filed against it or is subject to an insolvency proceeding or a proceeding giving protection against creditors, or if an order is issued appointing a receiver or trustee or a levy or attachment is made against a substantial portion of its assets, or if any assignment for the benefit of its creditors is made.

17.3. Those conditions expressly or impliedly having effect after termination continue to be enforceable notwithstanding termination.