Terms & Conditions

Terms & Conditions


1. GENERAL

1.1 The following General Conditions of Purchase shall govern exclusively the contract for the purchase of the goods specified overleaf (the "Goods") by the Buyer from the Seller (the "Contract"). Contrary or different conditions of the Seller shall be applicable only if and insofar as the Buyer expressly consents to them in writing. The Buyer's mere silence with respect to amendments proposed by the Seller shall not be construed as acknowledgement or consent. The Buyer hereby expressly objects to all of the Seller's amendments.


2. DELIVERIES

2.1 The obligation of the Seller to deliver the Goods punctually by the time or within the period stipulated on the face of the contract is of the essence of the Contract. In the event the Seller fails to make timely delivery of the goods the Buyer may extend the period for delivery reasonably or cancel the contract in either event without prejudice to any of the rights and remedies available to the Buyer, including but not limited to claims for damages arising out of or in connect with such delay in delivery.

2.2 No provision for delivery of Goods by instalments shall be considered as making the obligations of the Seller severable.

2.3 The Seller shall bear the risk of loss of the Goods until the Goods are delivered to the place of destination as specified on the face of the Contract, provided that if such a trade term as contained in the Incoterms of the latest edition (the "Incoterms") is used on the face of the Contract in connection with the delivery terms, the risk of loss of the Goods shall pass in accordance with the provisions of the Incoterms.

2.4 Title to the Goods shall pass from the Seller to the Buyer at the time when risk of loss of the Goods passes from the Seller to the Buyer in accordance with the preceding paragraph.

2.5. For the purpose of this general terms and conditions, the term "delivery", or "deliver" shall mean "shipment" or "ship", in case the Contract is based on F.O.B., C.F.R. or C.I.F.

2.6 If the Seller becomes aware that he cannot keep the delivery date(s), he shall inform the Buyer immediately, specifying the grounds for the delay, so that the Buyer can make other arrangements in time. Such notice shall not release the Seller from his obligation to comply with the delivery date(s). Any additional costs arising through the use of a faster mode of transport, required as a result of the Seller's non-compliance with the delivery date(s), shall be borne by the Seller.

2.7 In the event of delay in delivery, including but without limitation to any deviation in the quantity of the goods delivered, the Buyer is entitled, after the expiration of a reasonable extension period unless the extension period is dispensable (§ 281 sec. 2, § 323 sec. 2 BGB), to fully or partly cancel the contract (- in case of deviation in the quantity of the goods the Buyer is only entitled if the part delivery is of no interest for the Buyer-, to make a substitute purchase and/or to claim damages instead of performance. The Buyer is also entitled to these rights without having to grant an extension period if, as a result of the delay, the delivery is no longer of use/value to the Buyer. The Buyer's rights to damages in respect of loss or damage incurred by him as a result of the delay shall not be affected by the acceptance of Goods or services delivered late.


3. TRANSPORT

3.1 If under the terms of the Contract the Seller is to secure the vessel, truck, aircraft, railway or car or other means of transportation, or space thereof, the Seller shall secure such means of transportation, owned and/or operated by carrier(s) of good international repute and financial standing and of the type normally used for the transport of such goods of the same type as the Goods.

3.2 The Goods shall be transported by way of usual transportation routes without any extraordinary deviation.

3.3 In the case of marine transportation, the Seller undertakes to load the Goods on first class motor vessel(s), classified not lower than LLOYD'S 100AI or the top classification in other equivalent registers and having an adequate supply of bunker oil and otherwise adequately seaworthy for uninterrupted passage to the place of destination specified on the face of the Contract.

3.4 In the event the Buyer is to secure or arrange the means of transportation, all charges and expenses for loading of the Goods, including demurrage and other damage which are to be for the account of the charterer against the carrier under the relevant charter party or contract for the carriage, shall be borne and paid by the Seller.


4. Notice of Loading or Delivery to Carrier

Immediately after the completion of the loading of the Goods (or if the Seller is not obliged to load the Goods, but to deliver the Goods to the carrier, immediately after the completion of delivery of the Goods to the carrier), the Seller shall cable or telex to the Buyer a notice of loading (or delivery), showing the number of the Contract, the name of the vessel or the flight number of the aircraft or (if neither vessel nor aircraft) the identity of the means of the transportation, the name of the carrier, the place of loading (or delivery), a description of the Goods and packing, the quantity loaded (or delivered), the invoice amount and other essential particulars.


5. Price

The price specified on the face of the Contract shall be fixed and shall not be subject to any adjustment for any reason whatsoever.


6. Charges

All taxes, export duties, fees, banking charges and/or charges attributable to the Goods, containers and/or documents (including but not limiting to certificates of origin in the country of loading or delivery) shall be borne and paid by the Seller.


7. Marine Insurance

Unless otherwise specified on the face of the Contract, if the Contract is on a C.I.F. basis, 110% of the invoice amount shall be insured on the basis of all risks (Institute Cargo Clauses) by the Seller.


8. Inspection and Acceptance

The Goods are subject to inspection and approval at the destination as specified on the face of the Contract or the place designated by the Buyer. The Buyer reserves the right to reject and refuse acceptance of all or part of the goods which are not in accordance with specifications, descriptions, drawings, data, samples or models furnished by or to the Buyer or with the quantities stated here in or with the Seller's express or implied guarantees. The Buyer will charge the Seller for any costs incurred in inspecting the Goods which are rejected. The Goods not accepted will be returned to the Seller at the Seller's expense for full credit at the price charged. No returned Goods shall be replaced without the Buyer's written replacement order. Payment for any Goods shall not be deemed as acceptance thereof.


9. Warranty

9.1 The Seller warrants for a period of two years that the goods supplied by the Seller are free from any defects which would adversely affect the use to which they are usually put or impair their operation and that they perform fully to the specifications promised under the contract and/or guarantee by the Seller.

9.2 If the Goods supplied are defective or become defective during the warranty period or if they do not perform fully to the quality guaranteed, the Buyer shall, irrespective of his statutory warranty claims, at his discretion, either require repair of the defective goods within a reasonable period of time, or delivery of goods free from defects. If the repair or the replacement of the defective goods fail, the Buyer is entitled to withdraw from the contract, reduce the purchase price and/or claim damages of reimbursement of expenses, after a reasonable respite period has expired unless such period is not required by law. The Seller’s obligation to repair or replace defective goods is without prejudice to any other rights of the Buyer.

9.3 In case of emergency or in case of the Seller`s default of repair or replacement the Buyer is entitled to repair the defect itself at the Seller`s expense, or instruct a third party to do so, or make a substitute purchase. The Buyer shall be entitled to set off the costs of remedying the defects against the purchase price and/or any other money owing to the Seller. Alternatively in such circumstances the Buyer shall have the right in lieu to cancel the Contract in full or in part without payment of compensation.

9.4 The above provisions shall also be applicable to any replacement delivery or repair work.

9.5 The Buyer reserves the right to claim damages for defects which have been caused by defective delivery or performance of the Seller. The Seller shall bear the burden of proof that he is not responsible for such defects.


10. Force Majeure

10.1 In the event of an Act of God (including but not limited to flood, earthquake, typhoon, epidemic or other natural calamity), war or armed conflict or the serious threat of the same (including but not limited to hostile attack, blockade, embargo, riot or insurrection), governmental order, regulation or request (including but not limited to the prohibition or restriction of importation or exportation or the regulation or allocation of energy resources), labour disputes (including but not limited to strike, slowdown, lockout or sabotage) or any other similar reason which seriously affects the Buyer or any of its customers for the Goods or in the event of a severe shortage of oil, gas, electricity or raw materials, which prevents the Buyer or any of its customers for the Goods from continuing its/their normal level of operation, the Buyer shall notify the Seller in writing of such event(s) and the Buyer may in its sole discretion and upon written notice to the Seller, either delay the performance of the contract in whole or in part for a reasonable period of time or terminate the contract or the portion thereof affected by such event(s) if the delay lasts more than 30 days. Any such delay in performance by the Buyer shall not preclude the Buyer's later right to terminate the Contract or the portion thereof affected by such event(s). In no event shall the Buyer be liable to the Seller or any third party for any costs or damages arising directly or consequentially from such termination or delay.

10.2 If the Seller is unable to deliver the Goods in whole or in part to the Buyer as specified on the face of the Contract by reason of Act of God, war or armed conflict or the serious threat of the same, governmental order or regulation or labour dispute which occurred without the Seller's fault, the Seller shall immediately notify the Buyer in writing of such delay and the reason therefor and the Buyer shall, if requested by the Seller, extend the time of delivery until such event(s) shall not longer prevent delivery by the Seller. In the event the above-mentioned event(s) cause a delay beyond thirty days (30) from the date of delivery specified on the face of the Contract, the Buyer may, in its sole discretion and upon written notice to the Seller, terminate the Contract or the portion thereof affected by such event(s).

10.3 Upon early termination of the Contract in whole or in part under this section, the Seller shall reimburse the Buyer any amount of money paid by the Buyer to the Seller with respect to any undelivered portion of the Goods.


11. Liability

11.1 The Seller will indemnify and keep the Buyer fully indemnified in respect of all damages, costs, claims, liabilities, expenses, losses (including consequential loss) and demands incurred by the Buyer, the Buyer's customer(s), users of the Goods and its or their officers, directors and employees, directly or indirectly as a result of any negligent acts and/or omissions of the Seller’s employees, agents, sub-contractors or representatives (save to the extent that such loss, damage, costs claims or expenses arise from negligent acts and/or omissions of the Buyer’s employees, agents, sub-contractors and representatives) and all breaches by the Seller of the terms of any contract (including without limitation any of these terms and conditions) and any absence of a guaranteed quality in respect of the goods whether express or implied, by statute or otherwise.

11.2 The Seller undertakes to insure itself against claims for damages arising in connection with the delivery of the Goods under the Contract. The Buyer has the right to demand proof in writing that this insurance requirement has been complied with. All moneys received by the Seller under this Clause 11.2 are to be held for the account of the Buyer.


12. Product Liability, Indemnity

12.1 Insofar as the Seller is responsible for damage to property caused by defective products he is obliged to indemnify the Buyer, on the Buyer's first request, in respect of claims for compensation by third parties in relation to the above.

12.2 Within the scope of Clause 12.1 above the Seller shall also reimburse possible costs arising in accordance with §§683, 670 BGB (German Civil Code) which may arise from a product recall carried out by the Buyer. In as far as is possible and reasonable, the Buyer will inform the Seller about the contents and scope of the product recall and give the Seller an opportunity to give comments.


13. Intellectual Property Rights

13.1 It is the Seller's responsibility to ensure that Goods supplied by him do not breach any domestic or foreign industrial property rights. Furthermore the Seller warrants that all Goods shall be delivered free of any third party rights.

13.2 If a claim is made against the Buyer for an infringement of intellectual property rights, the Seller is obliged to indemnify and keep indemnified the Buyer, the Buyer's customer(s), users of the Goods and its or their officers, directors and employees in respect of such a claim on the Buyer's first written request. This obligation of the Seller to indemnify extends to all costs incurred which the Buyer considers reasonable in connection with the third party claim.


14. Retention, Set-off

The Seller shall only be entitled to retention or set-off in respect of undisputed claims or judgments of the courts.


15. Place of Performance, Jurisdiction and Applicable Law

15.1 Unless agreed otherwise in writing the place of performance for delivery shall be the destination specified by the Buyer. With respect to any payment, the place of performance shall be Düsseldorf.

15.2 Exclusive place of jurisdiction for both parties shall be Düsseldorf. The Seller, however, may also be sued in all cases at the court of his domicile.

15.3 All and any legal relationship between the Seller and the Buyer shall exclusively be governed by German law. The trade terms herein used such as F.O.B., C.F.R. and C.I.F. shall be interpreted in accordance with the Incoterms. The uniform laws concerning contracts for international sales of goods according to the Hague Convention and the UN-Convention shall not be applicable.


16. Miscellaneous

16.1 The rights and remedies of the Buyer hereunder are cumulative and in addition to the Buyer's rights, powers and remedies existing at law or in equity or otherwise.

16.2 The failure of the Buyer at any time to require full performance by the Seller of the terms hereof shall not affect the right of the Buyer to enforce the same. The waiver by the Buyer of any breach of any provision of the Contract shall not be construed as a waiver of any succeeding breach of such provision or waiver of the provision itself.

16.3 The Contract constitutes the entire agreement between the parties hereto and supersedes all prior or contemporaneous communications or agreements or undertakings with regard to the subject matter hereof. The Contract may not be modified or amended except as a written agreement of the parties hereto. This applies also to the exclusion of the written form.

16.4 The Seller shall not transfer or assign the Contract or part thereof or any moneys due hereunder without the Buyer's prior written consent.

16.5 In the event of any provision of these conditions or of any related stipulations being or becoming unenforceable, validity of the remaining part of the contract shall not be effected thereby. The parties hereto shall be obliged to replace the unenforceable provision by another equivalent provision, the commercial effect of which is as similar as possible to the original provision.

Note
Data on the Buyer's customers and suppliers will be stored and processed by computers to the extent that this is necessary for proper handling of the contractual relationship.


1. GENERAL

1.1 The following General Conditions of Purchase shall govern exclusively the contract for the purchase of the goods specified overleaf (the "Goods") by the Buyer from the Seller (the "Contract"). Contrary or different conditions of the Seller shall be applicable only if and insofar as the Buyer expressly consents to them in writing. The Buyer's mere silence with respect to amendments proposed by the Seller shall not be construed as acknowledgement or consent. The Buyer hereby expressly objects to all of the Seller's amendments.


2. DELIVERIES

2.1 The obligation of the Seller to deliver the Goods punctually by the time or within the period stipulated on the face of the contract is of the essence of the Contract. In the event the Seller fails to make timely delivery of the goods the Buyer may extend the period for delivery reasonably or cancel the contract in either event without prejudice to any of the rights and remedies available to the Buyer, including but not limited to claims for damages arising out of or in connect with such delay in delivery.

2.2 No provision for delivery of Goods by instalments shall be considered as making the obligations of the Seller severable.

2.3 The Seller shall bear the risk of loss of the Goods until the Goods are delivered to the place of destination as specified on the face of the Contract, provided that if such a trade term as contained in the Incoterms of the latest edition (the "Incoterms") is used on the face of the Contract in connection with the delivery terms, the risk of loss of the Goods shall pass in accordance with the provisions of the Incoterms.

2.4 Title to the Goods shall pass from the Seller to the Buyer at the time when risk of loss of the Goods passes from the Seller to the Buyer in accordance with the preceding paragraph.

2.5 For the purpose of this general terms and conditions, the term "delivery", or "deliver" shall mean "shipment" or "ship", in case the Contract is based on F.O.B., C.F.R. or C.I.F.

2.6 If the Seller becomes aware that he cannot keep the delivery date(s), he shall inform the Buyer immediately, specifying the grounds for the delay, so that the Buyer can make other arrangements in time. Such notice shall not release the Seller from his obligation to comply with the delivery date(s). Any additional costs arising through the use of a faster mode of transport, required as a result of the Seller's non-compliance with the delivery date(s), shall be borne by the Seller.

2.7 In the event of delay in delivery, including but without limitation to any deviation in the quantity of the goods delivered, the Buyer is entitled, after the expiration of a reasonable extension period unless the extension period is dispensable (§ 281 sec. 2, § 323 sec. 2 BGB), to fully or partly cancel the contract (- in case of deviation in the quantity of the goods the Buyer is only entitled if the part delivery is of no interest for the Buyer-, to make a substitute purchase and/or to claim damages instead of performance. The Buyer is also entitled to these rights without having to grant an extension period if, as a result of the delay, the delivery is no longer of use/value to the Buyer. The Buyer's rights to damages in respect of loss or damage incurred by him as a result of the delay shall not be affected by the acceptance of Goods or services delivered late.


3. TRANSPORT

3.1 If under the terms of the Contract the Seller is to secure the vessel, truck, aircraft, railway or car or other means of transportation, or space thereof, the Seller shall secure such means of transportation, owned and/or operated by carrier(s) of good international repute and financial standing and of the type normally used for the transport of such goods of the same type as the Goods.

3.2 The Goods shall be transported by way of usual transportation routes without any extraordinary deviation.

3.3 In the case of marine transportation, the Seller undertakes to load the Goods on first class motor vessel(s), classified not lower than LLOYD'S 100AI or the top classification in other equivalent registers and having an adequate supply of bunker oil and otherwise adequately seaworthy for uninterrupted passage to the place of destination specified on the face of the Contract.

3.4 In the event the Buyer is to secure or arrange the means of transportation, all charges and expenses for loading of the Goods, including demurrage and other damage which are to be for the account of the charterer against the carrier under the relevant charter party or contract for the carriage, shall be borne and paid by the Seller.


4. Notice of Loading or Delivery to Carrier

Immediately after the completion of the loading of the Goods (or if the Seller is not obliged to load the Goods, but to deliver the Goods to the carrier, immediately after the completion of delivery of the Goods to the carrier), the Seller shall cable or telex to the Buyer a notice of loading (or delivery), showing the number of the Contract, the name of the vessel or the flight number of the aircraft or (if neither vessel nor aircraft) the identity of the means of the transportation, the name of the carrier, the place of loading (or delivery), a description of the Goods and packing, the quantity loaded (or delivered), the invoice amount and other essential particulars.


5. Price

The price specified on the face of the Contract shall be fixed and shall not be subject to any adjustment for any reason whatsoever.


6. Charges

All taxes, export duties, fees, banking charges and/or charges attributable to the Goods, containers and/or documents (including but not limiting to certificates of origin in the country of loading or delivery) shall be borne and paid by the Seller.


7. Marine Insurance

Unless otherwise specified on the face of the Contract, if the Contract is on a C.I.F. basis, 110% of the invoice amount shall be insured on the basis of all risks (Institute Cargo Clauses) by the Seller.


8. Inspection and Acceptance

The Goods are subject to inspection and approval at the destination as specified on the face of the Contract or the place designated by the Buyer. The Buyer reserves the right to reject and refuse acceptance of all or part of the goods which are not in accordance with specifications, descriptions, drawings, data, samples or models furnished by or to the Buyer or with the quantities stated here in or with the Seller's express or implied guarantees. The Buyer will charge the Seller for any costs incurred in inspecting the Goods which are rejected. The Goods not accepted will be returned to the Seller at the Seller's expense for full credit at the price charged. No returned Goods shall be replaced without the Buyer's written replacement order. Payment for any Goods shall not be deemed as acceptance thereof.


9. Warranty

9.1 The Seller warrants for a period of two years that the goods supplied by the Seller are free from any defects which would adversely affect the use to which they are usually put or impair their operation and that they perform fully to the specifications promised under the contract and/or guarantee by the Seller.

9.2 If the Goods supplied are defective or become defective during the warranty period or if they do not perform fully to the quality guaranteed, the Buyer shall, irrespective of his statutory warranty claims, at his discretion, either require repair of the defective goods within a reasonable period of time, or delivery of goods free from defects. If the repair or the replacement of the defective goods fail, the Buyer is entitled to withdraw from the contract, reduce the purchase price and/or claim damages of reimbursement of expenses, after a reasonable respite period has expired unless such period is not required by law. The Seller’s obligation to repair or replace defective goods is without prejudice to any other rights of the Buyer.

9.3 In case of emergency or in case of the Seller`s default of repair or replacement the Buyer is entitled to repair the defect itself at the Seller`s expense, or instruct a third party to do so, or make a substitute purchase. The Buyer shall be entitled to set off the costs of remedying the defects against the purchase price and/or any other money owing to the Seller. Alternatively in such circumstances the Buyer shall have the right in lieu to cancel the Contract in full or in part without payment of compensation.

9.4 The above provisions shall also be applicable to any replacement delivery or repair work.

9.5 The Buyer reserves the right to claim damages for defects which have been caused by defective delivery or performance of the Seller. The Seller shall bear the burden of proof that he is not responsible for such defects.


10. Force Majeure

10.1 In the event of an Act of God (including but not limited to flood, earthquake, typhoon, epidemic or other natural calamity), war or armed conflict or the serious threat of the same (including but not limited to hostile attack, blockade, embargo, riot or insurrection), governmental order, regulation or request (including but not limited to the prohibition or restriction of importation or exportation or the regulation or allocation of energy resources), labour disputes (including but not limited to strike, slowdown, lockout or sabotage) or any other similar reason which seriously affects the Buyer or any of its customers for the Goods or in the event of a severe shortage of oil, gas, electricity or raw materials, which prevents the Buyer or any of its customers for the Goods from continuing its/their normal level of operation, the Buyer shall notify the Seller in writing of such event(s) and the Buyer may in its sole discretion and upon written notice to the Seller, either delay the performance of the contract in whole or in part for a reasonable period of time or terminate the contract or the portion thereof affected by such event(s) if the delay lasts more than 30 days. Any such delay in performance by the Buyer shall not preclude the Buyer's later right to terminate the Contract or the portion thereof affected by such event(s). In no event shall the Buyer be liable to the Seller or any third party for any costs or damages arising directly or consequentially from such termination or delay.

10.2 If the Seller is unable to deliver the Goods in whole or in part to the Buyer as specified on the face of the Contract by reason of Act of God, war or armed conflict or the serious threat of the same, governmental order or regulation or labour dispute which occurred without the Seller's fault, the Seller shall immediately notify the Buyer in writing of such delay and the reason therefor and the Buyer shall, if requested by the Seller, extend the time of delivery until such event(s) shall not longer prevent delivery by the Seller. In the event the above-mentioned event(s) cause a delay beyond thirty days (30) from the date of delivery specified on the face of the Contract, the Buyer may, in its sole discretion and upon written notice to the Seller, terminate the Contract or the portion thereof affected by such event(s).

10.3 Upon early termination of the Contract in whole or in part under this section, the Seller shall reimburse the Buyer any amount of money paid by the Buyer to the Seller with respect to any undelivered portion of the Goods.


11. Liability

11.1 The Seller will indemnify and keep the Buyer fully indemnified in respect of all damages, costs, claims, liabilities, expenses, losses (including consequential loss) and demands incurred by the Buyer, the Buyer's customer(s), users of the Goods and its or their officers, directors and employees, directly or indirectly as a result of any negligent acts and/or omissions of the Seller’s employees, agents, sub-contractors or representatives (save to the extent that such loss, damage, costs claims or expenses arise from negligent acts and/or omissions of the Buyer’s employees, agents, sub-contractors and representatives) and all breaches by the Seller of the terms of any contract (including without limitation any of these terms and conditions) and any absence of a guaranteed quality in respect of the goods whether express or implied, by statute or otherwise.

11.2 The Seller undertakes to insure itself against claims for damages arising in connection with the delivery of the Goods under the Contract. The Buyer has the right to demand proof in writing that this insurance requirement has been complied with. All moneys received by the Seller under this Clause 11.2 are to be held for the account of the Buyer.


12. Product Liability, Indemnity

12.1 Insofar as the Seller is responsible for damage to property caused by defective products he is obliged to indemnify the Buyer, on the Buyer's first request, in respect of claims for compensation by third parties in relation to the above.

12.2 Within the scope of Clause 12.1 above the Seller shall also reimburse possible costs arising in accordance with §§683, 670 BGB (German Civil Code) which may arise from a product recall carried out by the Buyer. In as far as is possible and reasonable, the Buyer will inform the Seller about the contents and scope of the product recall and give the Seller an opportunity to give comments.


13. Intellectual Property Rights

13.1 It is the Seller's responsibility to ensure that Goods supplied by him do not breach any domestic or foreign industrial property rights. Furthermore the Seller warrants that all Goods shall be delivered free of any third party rights.

13.2 If a claim is made against the Buyer for an infringement of intellectual property rights, the Seller is obliged to indemnify and keep indemnified the Buyer, the Buyer's customer(s), users of the Goods and its or their officers, directors and employees in respect of such a claim on the Buyer's first written request. This obligation of the Seller to indemnify extends to all costs incurred which the Buyer considers reasonable in connection with the third party claim.


14. Retention, Set-off

The Seller shall only be entitled to retention or set-off in respect of undisputed claims or judgments of the courts.


15. Place of Performance, Jurisdiction and Applicable Law

15.1 Unless agreed otherwise in writing the place of performance for delivery shall be the destination specified by the Buyer. With respect to any payment, the place of performance shall be Düsseldorf.

15.2 Exclusive place of jurisdiction for both parties shall be Düsseldorf. The Seller, however, may also be sued in all cases at the court of his domicile.

15.3 All and any legal relationship between the Seller and the Buyer shall exclusively be governed by German law. The trade terms herein used such as F.O.B., C.F.R. and C.I.F. shall be interpreted in accordance with the Incoterms. The uniform laws concerning contracts for international sales of goods according to the Hague Convention and the UN-Convention shall not be applicable.


16. Miscellaneous

16.1 The rights and remedies of the Buyer hereunder are cumulative and in addition to the Buyer's rights, powers and remedies existing at law or in equity or otherwise.

16.2 The failure of the Buyer at any time to require full performance by the Seller of the terms hereof shall not affect the right of the Buyer to enforce the same. The waiver by the Buyer of any breach of any provision of the Contract shall not be construed as a waiver of any succeeding breach of such provision or waiver of the provision itself.

16.3 The Contract constitutes the entire agreement between the parties hereto and supersedes all prior or contemporaneous communications or agreements or undertakings with regard to the subject matter hereof. The Contract may not be modified or amended except as a written agreement of the parties hereto. This applies also to the exclusion of the written form.

16.4 The Seller shall not transfer or assign the Contract or part thereof or any moneys due hereunder without the Buyer's prior written consent.

16.5 In the event of any provision of these conditions or of any related stipulations being or becoming unenforceable, validity of the remaining part of the contract shall not be effected thereby. The parties hereto shall be obliged to replace the unenforceable provision by another equivalent provision, the commercial effect of which is as similar as possible to the original provision.

Note
Data on the Buyer's customers and suppliers will be stored and processed by computers to the extent that this is necessary for proper handling of the contractual relationship.