TERMS AND CONDITIONS

 Terms and Conditions of Supply for Business

All purchases from Velroq online store shall be governed by these Terms and Conditions of Supply for Business.

In these Terms, unless the context otherwise requires: headings are for ease of reference only and do not affect interpretation; the singular includes the plural and vice versa; a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time; a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity; a reference to a legislative requirement or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; and the meaning of general words is not limited by specific examples introduced by the words including, for example or similar expressions. The rule of interpretation that a written agreement shall be interpreted against the party responsible for the drafting or preparation of that agreement shall not apply.

1.Definitions and Interpretation

1.1.  “Affiliate” ” any entity which: (a) is controlled by a party; (b) controls a party; or (c) is under common control with a party, where control means the direct or indirect ownership of more than fifty per cent (50%) of the shares or interests entitled to vote for the directors of such entity or equivalent power over the management of such entity, for so long as such entitlement or power exists.\

1.2.  “Amount Payable” means the amount of any debit balance shown on an invoice;

1.3.  Data Protection Legislation” means (i) if directly applicable, the General Data Protection Regulation ((EU) 2016/679), and/or (ii) any national laws, regulations and legislation in relation to data privacy, as amended or updated from time to time;

1.4.  “Day(s)” means all calendar days, including weekends and holidays;

1.5.  “Delivery” means the date of the delivery in accordance with the agreed Incoterm in accordance with the Agreement;

1.6.  “Contract/Agreement” means the Order Acceptance, these Terms, and the Order and any other document which is attached to or incorporated by reference in these Terms;

1.7.  “Customer” means the business entity that Orders the Goods and/or Services from Seller and includes any permitted transferee;

1.8.  “Due Date” means 30 Days from the date of invoice;

1.9.  “Force Majeure” shall be any event or circumstance beyond Seller’s control and shall include but not be limited to any shortage of electricity or water, lack of production, capacity or raw materials, strikes, lock outs, labour disputes, fires, floods, epidemics or pandemics, acts of God or public enemy, malicious or accidental damage, delays in transport or delays by a carrier servicer, breakdowns in machinery, non-performance or failure by any bank in relation to sending or receiving money under this  Agreement due to trade or compliance restrictions, , act or omission of the Customer or a third party that would or is likely to result in Seller being in breach (or in the reasonable opinion of Seller is likely to become in breach) of any law (including extraterritorial laws) or this Agreement. The parties agree that a Force Majeure event or circumstance will not arise in circumstances where there is a breach of the Sanctions related provisions under clauses of this Agreement.

1.10.“Goods” means the goods the Customer orders from the Online Store and which Seller agrees to provide in the Order Acceptance;

1.11.“Intellectual Property” means including but not limited to any and all patents, copyrights, trademarks, trade dress, knowhow, trade secrets, industrial design rights, designs, inventions, structures and algorithms for machine learning (whether created or obtained through machine learning) and all other intellectual property rights or intellectual property (whether registered or unregistered) anywhere in the world. Intellectual Property shall also include any improvements, enhancements and derivative works based on any pre-existing Intellectual Property;

1.12. “Online Store” means Seller’s online store at https://velroq.com/; 

1.13. “Order” means the purchase order issued by the Customer in the Online Store;

1.14. “Order Acceptance” means Seller’s acceptance of the Order and consequent agreement to the Agreement by issuing the Customer with a document named ‘Order Summary';

1.15. “Party” means each of the Customer and the Seller and their permitted successors and assigns and “Parties” will refer to both;

1.16. “Personal Data” has the meaning given in the General Data Protection Regulation ((EU) 2016/679);

1.17. “Product details” mean information regarding Goods in the Online Store;

1.1.  “Related Entities”  in respect of any entity, any of its representatives, contractors, subcontractors, intermediaries, joint venture and consortium partners, officers and directors and that entity’s subsidiaries, parent companies (whether direct or indirect) and subsidiaries of a parent company, provided that such entity/person: (a) is receiving or performing services hereunder, or (b) is in any other way (directly or indirectly) associated with the Agreement or linked to the Customer.

1.2.  “Representatives” means any director, employee, officer, adviser, auditor, agent, consultant, distributor or subcontractor of a party or its Affiliate; 

1.3.  “Sanctions” any laws, regulations, and orders enacted, administered, implemented, imposed, or enforced from time to time by any Sanctions Authority in relation to economic, financial, customs or trade sanctions or export controls, or similar restrictive measures, including Council Regulation (EU) No 833/2014, as amended.

1.4.  “Sanctions Authority” ” (a) the United Nations Security Council; (b) the United States of America; (c) the United Kingdom; (d) Canada; (e) Australia; (f) the European Union (and/or its individual member states); and (g) the respective governmental institutions and agencies of any of the foregoing, or any other jurisdiction that may be relevant to the performance of the Agreement, or rights and obligations pursuant to the Agreement (including jurisdictions relevant to any Related Entities or Affiliates, and/or to the end use of the Goods), including the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the US Department of State, the Bureau of Industry and Security of the US Department of Commerce, the Office of Financial Sanctions Implementation, part of His Majesty’s Treasury (OFSI), the European Commission and the relevant national competent authorities (NCAs) within an EU member state.

1.5.  “Sanctions List”  any list of Sanctions targets maintained by a Sanctions Authority, including without limitation: (a) the Consolidated United Nations Security Council Sanctions List; (b) any list maintained by the OFAC or included in the International Trade Administration’s “Consolidated Screening List”, including the Specially Designated Nationals (SDN) and Blocked Persons List; (c) the Consolidated List of Financial Sanctions Targets or List of persons subject to restrictive measures in view of Russia's actions destabilising the situation in Ukraine, maintained by the UK Treasury; (d) the Consolidated List of Persons, Groups and Entities subject to EU Financial Sanctions; or (e) any similar list maintained by, or public announcement of sanctions made by, any other Sanctions Authority.

1.6.  “Sanctioned Person” any person, individual, entity, vessel, or aircraft: (a) specially designated, blocked, or otherwise individually listed or targeted by a Sanction or a Sanctions List; (b) that is resident or located in, operating from, or incorporated under the laws of a Prohibited Country; (c) that is, or is part of, the government of a Prohibited Country or any political subdivision, body, agency or instrumentality thereof, or fully or partially owned (directly or indirectly): or (d) fully or partially controlled by, or acting on behalf or at the direction of, or for the benefit of, any individual or entity on a Sanctions List (including but not limited to where the level of direct or indirect ownership amounts to 45% or more on aggregate).

1.7.  “ Prohibited Country(ies)” Afghanistan, Belarus, Crimea, Iran, North Korea, Syria, Russia, non-government-controlled areas of the Donetsk, Kherson, Luhansk and Zaporizhzhia oblasts of Ukraine or other Ukrainian territories claimed to be Annexed by Russia or any country or region which: is, or whose government is, or becomes, a target of comprehensive, country-wide, or territory-wide Sanctions. Seller reserves the right to amend the list of Prohibited Countries by written notice to the Customer.

1.8.  “Services” means the associated services the Customer orders from the Online Store and which Seller agrees to provide in the Order Acceptance;

1.9.  “Seller” means Velroq Oy, a company with limited liability, duly incorporated in accordance with the laws of Finland with registration number 3274930‐7;

1.10. “Terms” means these Terms and Conditions of Supply for Business; and

1.11. “VAT” means any value-added tax, goods and services tax, consumption tax, or similar tax imposed by legislation.

1.12. “Liabilities” means all Claims which may be alleged, threatened, made, or brought by or against Seller and/or its Affiliates (or any of its Related Entities or Representatives) and all Losses which may be suffered or incurred by Seller and/or its Affiliates (or any of its Related Entities or Representatives).

1.13.  “Claims” means any actual or potential claims, suits, actions, proceedings, or investigations (whether by any investigative body, Sanctions Authority or otherwise), demands, judgments or awards

1.14. “Confidential Information” any information or data, in respect of a party or its Affiliates or Representatives or their respective operations, including but not limited to reports, brochures, technical documents, specifications, part-numbers, service manuals, drawings, information, interpretations, production methods, records, operations, processes, plans, product information, price lists, market opportunities and customers containing or otherwise reflecting any information that is or may be proprietary and includes, but is not limited to, trade secrets, concepts, know-how, designs, patent applications, inventions, Software, (cross) references, processes, business plans, and financial information, that a party discloses to the other party or its Affiliates or Representatives in writing, orally or otherwise.

1.15. “Export Laws” the: (a) UK Export Control Act 2002; (b) retained EU law version of the Dual-Use Regulation (428/2009/EC); (c) retained EU law version of the Anti-Torture Regulation ((EU 2019/125); (d) retained EU law version of the Firearms Regulation (258/2012/EU); and (e) all other applicable import and export control laws of a Sanctions Authority.

1.16. “Losses” means any losses, liabilities, damages, costs, charges or expenses (including reasonable professional fees incurred in investigating or defending any claim or proceeding whether such claim or proceeding is successfully defended or not), fines or penalties; and including all Losses which it may incur in investigating, considering, responding to, disputing, defending or settling any Claim (whether or not Seller and/or its Affiliates or any Related Entity or Representative is an actual or potential party to such Claim) or in establishing its right to be indemnified pursuant to the Agreement.

2.Terms of Supply

2.1.  By placing an Order in the Online Store, the Customer bindingly orders the Goods and/or Services set out in the Order from the Seller. The Seller may accept or reject any Order in its absolute discretion and for its sole interest at any time.

3.Evidence of Agreement and Precedence of documents.

3.1.  The Agreement contains the entire agreement between Seller and the Customer with respect to its subject matter and supersedes all prior communications and agreements. The Customer acknowledges that in entering into the Agreement it does not rely on any communication that has not been expressly set out in the Agreement. No terms and conditions submitted by either party that are in addition to, different from, or inconsistent with these Terms shall be binding upon either party unless specifically and expressly agreed in writing. Nothing in the Agreement shall exclude or limit liability for fraud.

3.2.  These Terms apply to the exclusion of any other terms or conditions that may be sought to be invoked by the Customer or which are implied by trade, custom, practice or course of dealing.

4.Delivery and Risk

4.1.  The Goods shall be delivered only to countries set out in the Online Store at a given time.

4.2.  Seller will deliver the Goods to the Customer’s address set out in the Order. Term of the delivery is DAP (Incoterms 2020), Delivered at Place (Customer’s address).  

4.3.  Risk in the Goods shall pass to the Customer in accordance with the agreed delivery term. Delivery may be made in one or more instalments and at different times or by separate shipments or deliveries. The Customer’s obligation to take delivery of the Goods is a material obligation under this Agreement.

4.4.  The estimated delivery time for the Goods is shown in the Product details in the Online Store. The Customer may choose between different delivery options that affect the delivery time and the price for delivery.

4.5.  If Seller is not able to deliver the Goods to the Customer due to the Customer’s inability, unavailability or unwillingness to accept delivery, Seller reserves the right to dispatch any Goods at Seller’s discretion. Such cost shall be immediately due and payable on demand, but such liability shall not affect Customer’s obligation of purchase the Goods and the right of Seller to claim damages for breach of such obligation.

4.6.  If the Customer fails to collect or take delivery of the Goods within 3 months of the Delivery date, Seller shall be entitled, without prejudice to its other rights, to terminate all or part of the Agreement, to dispose of the Goods and to charge the Customer compensation of 15% of the purchase price to be paid by the Customer within 10 days of Seller issuing the corresponding invoice. The parties agree that such sums payable to Seller under this Clause 4 are a genuine pre‐estimate of the costs and losses which Seller would suffer from the Customer failing to take delivery of the Goods.

4.7.  The delivery time set out in the Product details is an estimate and Seller will not be liable for any loss incurred as a result of delay or failure to make any supply of Goods in the estimated delivery time. Further, Seller will not be liable for any loss incurred as a result of any failure to observe any of these Terms due to an act or omission of the Customer.

4.8.  During the continuance of an event of Force Majeure or the effect of an act or omission of the Customer, Seller’s obligations under the Agreement will be suspended and timeframes adjusted accordingly. Seller shall not be in breach of this Agreementor otherwise liable for any failure or delay in the performance of such obligations. If there are any other consequences to the supply of the goods and services (including transport and logistics) due to circumstances outside of the supplier’s control, Seller will provide the Customer with details of the consequences. If there is any impact, such as an increase in the price of the goods and services (including transport and logistics costs), Seller reserves the right to pass through such cost to the Customer (acting reasonably). Any increase will be calculated in accordance with any rates in theAgreement, or if there are no rates, by a reasonable amount.

4.9.  Orders cannot be cancelled, terminated, changed, or postponed by the Customer without the prior written authorisation and agreement of Seller and Customer will indemnify Seller for any loss, cost or damage which arise as consequence of any breach in relation hereto.

4.10. The Customer must notify Seller in writing within 30 Days of the Delivery of any damage or shortage to the Goods or any other incorrectness of the supply of the Goods. If the Customer does not notify Seller within such time period, the Customer is deemed to have accepted the Goods unconditionally.

4.11. All Goods incorrectly supplied to a Customer under a will be credited in full. Freight costs to the receiving Seller’s designated warehouse will be covered by Seller.

4.12. Seller shall not provide any express or implied warranty for the Goods. Warranties with respect to the use, suitability, fitness for a particular purpose or otherwise, are hereby excluded to the greatest extent possible under law.

5.Customer Returns

5.1.  Seller accepts returns of Goods, not affected by defects, in compliance with the following conditions:

5.2.  Seller will not accept any liability, risk or responsibility for returned Goods unless there has been prior written arrangement by way of a Seller generated Return Note. The Return Note provides preliminary approval for return of Goods. Full and final acceptance is at Seller’s sole discretion and is subject to the following conditions:

5.3.  Freight costs to the Seller designated warehouse for returned Goods are the responsibility of and to the Customer’s account.

6.Price and Payment

6.1.  The price of the Goods and delivery fees are as stated in the Product details. The prices do not include VAT, other taxes, customs and/or excise levies or duties (or similar), if not expressly stated so.  

6.2.  If in any jurisdiction VAT is payable by Seller to a tax authority in relation to the supply of the Goods and/or Services, an amount equal to such VAT will be calculated and charged to the Customer as an additional amount.  To the extent that a payment to a party under or in connection with this agreement is calculated by reference to or as a specified percentage of another amount or revenue stream, that payment shall be calculated by reference to or as a specified percentage of the amount or revenue stream exclusive of VAT.  Where a sale of Goods is treated as not subject to VAT on the basis the Customer or its freight forwarder will move the Goods from one country to another country, the Customer will provide to Seller, upon request, all transport related documentation and (if applicable) Customs documentation to demonstrate the cross-border movement of the Goods.  If the Customer fails to provide such documentation or the Goods were not moved cross-border, the Customer will pay to Seller an amount equal to any VAT for which Seller is required to account to a tax authority together with any penalties and/or interest imposed on Seller by a tax authority in relation to that supply of Goods.

6.3.  The Customer will pay the price of Goods upon issuing the Order in the Online Store by using the available payment methods, including credit cards, PayPal and Klarna.

6.4.  If expressly agreed between the Parties, Seller will invoice the Goods upon Delivery of the Goods. The Customer will pay the whole Amount Payable on or before the Due Date without any set off, withholding or deduction. The Customer agrees that if any Amount Payable is not paid by the Due Date, Seller shall be entitled to charge and recover interest at the rate of 1.5% per month or part thereof on the amount payable overdue for the period between the Due Date until payment is made in full. Payment received from the Customer is valid once honoured or funds are cleared. The Customer will pay the whole Amount Payable on or before the Due Date without any set off, withholding or deduction. The Customer agrees that if any Amount Payable is not paid by the Due Date, Seller shall be entitled to charge and recover interest at the rate of 1.5% per month or part thereof on the Amount Payable overdue for the period between the Due Date until payment is made in full. Payment received from the Customer is valid once honoured or funds are cleared.

6.5.  The Customer agrees to indemnify and keep Seller indemnified against any costs incurred by Seller in connection with the Customer’s failure to pay on the Due Date, including but not limited to legal fees on an attorney and own client scale, including collection charges, on an indemnity basis and debt collection agency fees.

7. Retention of Title

7.1.  The title in any Goods sold and delivered by Seller to the Customer shall not pass to the Customer until the total Amount Payable for the Goods (plus all accrued interest (if any) payable under Clause 6) has been paid in full.

7.2.  Until title in any Goods sold and delivered by Seller has passed to the Customer in accordance with Clause 7.1 above:

7.3.  In addition to all other rights which Seller has under the Agreement or laws, Seller will be entitled to enter the premises of the Customer (including leased premises) at any time (to the extent permissible by law) to recover possession of those Goods for which the Amount Payable has not been made by the Due Date. It is agreed between Seller and the Customer that where Seller enters the premises of the Customer to take possession of the Goods and it is not possible to identify which goods are Goods owned by Seller but are in the possession of the Customer, the Goods will be deemed sold to the Customer in the same sequence that the Customer took delivery of the Goods. If the quantity of the Goods exceeds the amount owing, Seller will be entitled to determine which of the Goods it claims ownership in.

7.4.  The Customer must keep the Goods insured against all risks for goods of that kind from the time the risk in the Goods passes to the Customer until the time the title in the Goods passes to the Customer. If requested by Seller the Customer will provide to Seller a copy of the insurance policies.

7.5.  If before title to the Goods passes to the Customer, the Customer becomes subject to an Insolvency Event, then, without limiting any other right or remedy Seller may have, the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and Seller may at any time: (i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8.Intellectual Property

8.1.  Seller (or a third party, where applicable) is and will remain the sole owner of:

8.2.  No licence, title or interest is hereby granted directly or indirectly to/in any patent, invention, trademark, discovery, copyright or other intellectual property right held, made, obtained or licensable by Seller (or a third party, where applicable) now or in the future.

8.3.  Upon acceptance of the Order and, subject to the full payment of the price for the Goods and/or Services, the Seller grants to the Customer a non-exclusive, non-transferable, non-assignable, non-sub-licensable licence to use the Seller’s Intellectual Property comprised in and/or relating to the Goods and/or Services, strictly limited to the extent necessary for installing, and operating the Goods originally delivered by the Seller, in accordance with manuals and use instructions supplied by the Seller. Unless otherwise specified in writing, this limited license shall continue unless terminated pursuant to these Terms. Nothing in this Agreement permits the Customer to copy, reproduce, modify, adapt, alter, translate, reverse engineer, 3D copy/print or create derivative works from any Goods or Services or of the Seller’s Intellectual Property, in all or in part, without the Seller’s prior written consent. If the Customer uses any of the Seller’s Intellectual Property in breach of this Agreement, the Seller may immediately terminate or revoke such rights, in all or in part in its sole discretion.

9.Liability

9.1.  To the extent permitted by law, neither party shall be liable to the other party under any cause of action (whether arising in Agreement (including under any indemnity or warranty), in tort or delict (including negligence), for breach of statutory duty or otherwise) for any loss or damage that comprise: (a) punitive or pure economic cost; (b) indirect, incidental, special or consequential loss or damage; (c) economic loss; (d) loss of opportunity; (e) loss of production; (f) loss of use; (g) loss of sales; (h) loss or depletion of goodwill; (i) loss of profit; (j) loss of anticipated profit; (k) loss of revenue (excluding the charges payable to Seller), (l) loss of data, in each case, whether or not reasonably foreseeable or in the contemplation of the parties at the time the Agreement was entered into.

9.2.  To the extent permitted by law, and subject to Clause 9.1, at all times, Seller’s total aggregate liability shall be capped at 100% of the amounts paid to Seller under the relevant Order Acceptance (which for the avoidance of doubt also shall include any price reduction or market value for replaced or terminated Goods and/or Services claimed by the Customer), except nothing in this Clause 9 excludes or restricts Seller’s liability for death or personal injury caused by the wilful misconduct or negligence of Seller suffered or incurred by the Customer in connection with the Goods and/or Services.

10.Sanctions Undertakings, Export Control, End-User Assurance etc.

10.1.The Customer represents and warrants that neither it nor any Related Entity or Representative (including its Related Entities) is currently (or is otherwise controlled by) a Sanctioned Person or otherwise the subject or the target of any Sanctions

10.2.The Customer represents and warrants, from the effective date of any order, order acceptance, request to purchase, contract or agreement with Seller for the purchase of Goods or services (“Contract”), and on an ongoing basis, that it shall:

10.3.The Customer : (a) represents and warrants that it will take all reasonable measures to ensure that its employees, subcontractors, agents, intermediaries, and Representatives will comply with the terms of the Agreement; (b) shall cause all subcontractors to give and enter into representations, warranties, and undertakings substantially equivalent to those set out in this Sanctions Undertaking. For the purposes of this Clause 10.3, reasonable measures includes (but is not limited to) policies, procedures, and training relating to compliance with Sanctions, export laws, and the Sanctions-related provisions of these terms; and (c) shall establish and maintain adequate internal controls and mechanisms to: (i) detect conduct by third parties in its downstream commercial chain, including possible resellers, that violates, or frustrates the purpose of, Sanctions; and (ii) ensure it obtains sufficient knowledge about the end-user to determine whether, for each Agreement, the Goods could be destined for an end-use which is not permitted under the relevant Agreement.

10.4. Nothing in this Agreement or this Sanctions Undertaking requires either Party to take any action, or refrain from taking any action, where doing so would be prohibited by, or subject to penalty under any Sanctions, or where doing so would expose the Party or its Related Entities to the risk of adverse measures pursuant to any Sanctions.

10.5. Each Party agrees to take advantage of any general licence to lawfully allow for performance of the terms of this Agreement if such performance is affected by Sanctions. For the avoidance of doubt, nothing in this Agreement, or otherwise, requires any Party to apply for any specific licence or authorization in the event that performance of the terms of this Agreement becomes unlawful pursuant to Sanctions.  

10.6. If the Customer breaches any representation or warranty set out  in this Sanctions Undertaking or, in Seller’s reasonable opinion, any such breach is likely to occur, the parties agree that Seller may terminate or suspend (at its own discretion) its relationship with the Customer immediately, and that Seller shall not be liable toward the Customer or any third party for any subsequent non-performance by Seller under the Agreement, and that the Customer shall indemnify and hold Seller harmless from any claims, losses, damages, fines, or penalties relating to such non-performance or otherwise arising from a breach of representation or warranty.

10.7. The  Customer shall notify Seller immediately (and no later than within seventy two (72) hours of knowing or suspecting the breach) of any known or suspected breach or any activities that could frustrate or breach these terms (whether by the Customer or any other entity or person) of any representation or warranty set out in this Sanctions Undertaking or it becomes aware that performance of the Agreement, or any actions taken in relation to or pursuant to the Agreement have, or may lead to, a breach of these terms. Further, the Customer shall provide all information relating to requests for any Goods, that the Customer suspects could violate or circumvent Sanctions, or where the provision of Goods would breach the Customer’s commitments under the obligations above in these Clauses, including requests from or on behalf of a Sanctioned Persons or attempts to acquire any Goods in violation of Sanctions.

10.8. If  Seller  elects to suspend the Agreement pursuant to Clause 10.6. (a) Seller shall cease performance under the Agreement with immediate effect upon serving written notice to the Customer; (b) the Customer shall make available to the Seller information concerning compliance with the obligations under Clause 10  within two weeks of the simple request of such information, (c) any suspension will last for a period of up to one hundred and twenty (120) Days. If, after this period, Seller is unable to confirm that the Customer is in compliance with these terms, Seller may elect to terminate the Agreement with immediate effect; and (d) for the suspension to cease having effect, Seller must serve the Customer with a written notice confirming that the suspension period has come to an end.

10.9. The Customer shall indemnify Seller, its Affiliates, and their Representatives and Related Entities (and keep such persons indemnified) for itself and on behalf of its Related Entities and Representatives from and against all and any Liabilities suffered or incurred in any jurisdiction by Seller or its Affiliates or any of its Related Entities or Representatives in relation to: (a) any failure by the Customer to comply with this Sanctions Undertaking (Sanctions, Export Laws, and End-User Assurances etc.), including Liabilities relating to any steps or actions which are required to be taken by Seller to remedy any such failures; or (b) a breach of the Laws described therein.

Indemnity

10.10. The Customer shall indemnify and keep the Seller and its Affiliates indemnified (for itself and on behalf of its Related Entities and Personnel) from and against all and any Liabilities suffered or incurred in any jurisdiction by the Seller or its Affiliates or any of its Related Entities or personnel in relation to:

10.10.1.                 any failure by the Customer to comply with Sanctions, including Liabilities relating to any steps or actions which are required to be taken by the Seller to remedy any such failures; and

10.10.2.                 any breach of Clause10 of this Agreement by the Customer.

10.11. For the purposes of the indemnities in 10 of this Agreement:

• Claims means any actual or potential claims, suits, actions, proceedings or investigations (whether by any Investigative Body, Sanctions Authority or otherwise), demands, judgments or awards;

• Losses means any losses, liabilities, damages, costs, charges or expenses (including reasonable professional fees incurred in investigating or defending any claim or proceeding whether such claim or proceeding is successfully defended or not), fines or penalties; and

• Liabilities means all Claims which may be alleged, threatened, made or brought by or against Seller and/or its Affiliates (or any of its Related Entities or Personnel) and all Losses which may be suffered or incurred by Seller and/or its Affiliates (or any of its Related Entities or Personnel), including all Losses which it may incur in investigating, considering, responding to, disputing, defending or settling any Claim (whether or not Seller and/or its Affiliates or any Related Entity or Personnel is an actual or potential party to such Claim) or in establishing its right to be indemnified pursuant to Clause 10 of this Agreement.

Audit

10.12.Seller shall through its independent professional adviser engaged by the Seller (or another party agreed mutually by the Parties in writing), subject to customary confidentiality constraints, have the right to review and audit, during normal business hours and subject to reasonable prior notice, the books, records, accounts and such other information, documents, and communications (electronic or otherwise) relating to any business transaction undertaken in connection with this Agreement for the purposes of assessing the Customer’s compliance with this Agreement.

11.Data Privacy

11.1.In performing their duties, responsibilities and obligations under these Terms, the Parties will comply with the provisions of the prevailing Data Privacy Legislation governing the collection, retention, use and dissemination (“processing”) of Personal Data

11.2.Personal Data may not be processed further in a manner that is incompatible with the purpose for which the personal information was initially collected.

11.3.Parties shall ensure technical and organizational measures are sufficient to safeguard the systems used to process Personal Data information, thus ensuring the protection and integrity of personal information. Parties shall guard against the risk of loss, damage or destruction of Personal Data. Personal Data shall also be protected against any unauthorized or unlawful access or processing.

11.4.In the event that a Party is requested to disclose any Personal Data by law, regulation, court order or by a data subject to which such Personal Data applies, then such Party shall promptly notify the other in writing of –

11.5. It is pertinent that the Parties agree and understand that Personal Data shall not be processed outside the scope and ambit of the purpose for which these Terms are entered into. The Parties note further that non-compliance with Personal Data Legislation can lead to reputational damage, damage claims from data subjects, fines and/or imprisonment for the breaching Party.

12.Termination

12.1. If the Customer breaches the sanctions undertaking under these terms, and specifically clause 10, the breach shall constitute a material breach, and the Seller may (a) terminate Agreement with immediate effect, (b) immediately suspend the performance of the Agreement, (including any licence granted under the Contract; (c) immediately take all possible action to protect its interest in the Goods and the Sandvik Intellectual Property; and/or (e) recover all costs and losses associated with such termination action.

12.2. If the Customer is in breach of any of these Terms including without limitation, a provision relating to the payment of money or if the Customer becomes subject to one of the following events: it suspends or threatens to suspend payment of its debts or is or becomes unable to pay its debts when they are due or its financial position deteriorates to such an extent that in Seller’s opinion the Customer’s capability to adequately fulfil its obligations under the  Agreement has been placed in jeopardy, takes any step in connection with having any external manager or controller appointed (including any receiver, administrator, liquidator of any kind)  or informs any person that it is, presumed to be, insolvent or if the Customer ceases or threatens to cease to carry on business or any guarantee or security given to Seller in relation to the Customer is revoked or unenforceable (“Insolvency Event”) then Seller (and where applicable, Seller’s Affiliate) may, at its sole discretion, upon written notice to the Customer:

12.3.Termination shall be without prejudice to the accrued rights and liabilities of either party at the termination date.

12.4.If a Force Majeure event prevents, hinders or delays a party’s performance of its obligations for a continuous period of more than three (3) months, then either party may terminate this  Agreement by giving two (2) weeks' written notice to the other Party.

13.General Provisions

13.1.If a provision of these Terms is found by a court or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, or unenforceable in any jurisdiction, that provision or the part of it that is illegal, invalid, or unenforceable must, to that extent and in that jurisdiction, be modified to the extent necessary to give effect to the commercial intention of the parties and, where that is not possible, treated as deleted from these Terms. This does not affect the validity or enforceability of the remaining provisions (or part provisions).

13.2.Nothing in these Terms is intended to exclude, restrict or modify rights which the Customer may have under any legislation to the extent it may not be excluded, restricted or modified by agreement.

13.3.Except as otherwise expressed in these Terms, no right, power, privilege or remedy conferred is intended to be exclusive of any other right, power, privilege or remedy.

13.4.Customer shall comply with all laws, statutes and regulations, in particular those related to anti‐bribery and anticorruption including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act as amended from time to time. Failure to comply with this paragraph shall constitute a material breach which will entitle Seller to terminate the  Agreement immediately.

13.5.Seller may assign, novate or otherwise deal with the Agreement pursuant to these Terms without the consent of the Customer, to the extent permissible by law.  The Customer agrees to provide all assistance reasonably required by Seller to give effect to its rights under this Clause 13.

13.6.A party waives a right under these Terms only if it does so in writing. A party does not waive a right simply because it fails to exercise the right, delays exercising the right or only exercises part of the right. A waiver of one breach of these Terms does not operate a waiver of another breach of the same term or any other term.

13.7.Any notice or demand must be in writing and shall be delivered by registered mail or by hand to the address set out in the Order, or sent by fax to its main fax number or sent by email to the address specified in the Order. If by registered mail, such notice or demand shall be deemed delivered 7 Days after the date of posting and, if sent by fax or email, at 9.00 am (Customer time) on the next business day after transmission.

13.8.To the extent permitted by law, Seller is under no liability in respect of Goods exported without necessary licenses, authorisations or consents.

13.9.No person who is not party to a Agreement shall have any right to enforce any term of a Agreement.

13.10.Any dispute arising out of or in connection with this Agreement including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Finland Chamber of Commerce (“FCC”) Rules, which Rules are deemed to be incorporated by reference into this Clause 13. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Tampere, Finland. The language to be used in the arbitral proceedings shall be English.

13.11.The governing law of the Agreement shall be the substantive law of Finland without giving effect to its conflict of laws provisions.

13.12.The submission to the jurisdiction of the FCC Rules shall not limit the right of Seller to take proceedings against the Customer in any court which may otherwise exercise jurisdiction over the Customer or any of its assets.

13.13.The parties agree that the United Nations Convention on Agreements for the International Sale of Goods does not apply to the Contract.