GENERAL TERMS & CONDITIONS OF SALES AGREEMENT
The Purpose of this Sales Agreement (hereinafter “General terms & conditions of Sales”) is to facilitate the sale by the Seller or the First Party of the Products to the Purchaser or the Second Party as per the agreed terms and prices specified in PI/ Quotation. This contract both PI/ Quotation and these general terms & conditions of Sales shall lay down the particulars and conditions governing the transaction. Both PI/Quotation & general terms & conditions should be read in conjunction only.
2. Term of Agreement.
This agreement shall be valid till the achievement of the object of this agreement.
3. Price and Terms of Payment.
3.1 The price shall be as agreed between the Parties by Sales Offer (hereinafter “Offer”) and as mentioned in Item 6 in PI/ Quotation. Such Price shall be deemed final.
3.2 The terms of payment of the Price have been mutually agreed and laid down as below:
3.2.1 The Purchaser shall pay the … % stipulated in the Offer of the Price of the Merchandise and taxes, including VAT as applicable on date of signing of this agreement, by way of a down payment in confirmation of the Contract.
3.2.2 Seller shall be responsible for taxes on Seller’s net income. Purchaser shall pay any federal, state or local taxes (including but not limited to value added taxes), import duties, tariffs, customs clearance charges and/or assessments in connection with the importation, resale, purchase, use or possession of the Products. If Seller has paid taxes attributable to Purchaser herein, then Purchaser agrees to reimburse Seller, within 30 days, for any taxes, interest, and penalties (including attorneys’ fees) assessed against Seller on taxes for which Purchaser is responsible.
3.2.3 The currency conversion rates shall be specified in Proforma Invoice (hereinafter “P/I”) or the Offer and such conversion rates shall be final and not negotiable.
3.2.4 The merchandise inspection by the third party, whether it is on the request of the Purchaser or is a mandatory requirement of the importing or buying country shall be the responsibility of the Purchaser and shall be fully paid by it/him only.
3.2.5 The Purchaser can receive the original P/I from the Seller for the Merchandise on payment of the balance …% of the Price and taxes including VAT in the period or date as stipulated in the Offer. The Final Invoice shall be issued once the Purchaser has paid the Seller the total Price and send it to the Purchaser’s address or email.
3.2.6 For the sake of clarity, Price and Payment terms mentioned elsewhere in the agreement shall include without limitation any down payment, balance payment, qualified L/C, bank guarantee etc. as agreed between the Parties.
3.3 The bank account of the Seller to which the payment of Price as per agreed terms of the Offer and this agreement has to be made shall be mentioned in the Offer. Any change in the bank account number shall be notified in the manner prescribed hereunder.
- Through Official hardcopy printed on the letter head.
4.1 The Shipping term and delivery date or period shall be agreed and specified in the Offer (PI/ Quotation). The Delivery and Placement of the Merchandise shall be pursuant to the latest Incoterm rules (Incoterms 2020 as on June 2021) as published by International Chamber of Commerce (ICC).
4.2 The Seller’s obligation to deliver the Merchandise to the Purchaser shall be deemed to be discharged, in all cases, from the moment of Placement of the Merchandise at the Purchaser’s Disposal, as per the agreed Shipping terms and corresponding Incoterms Rules, regardless of whether the Purchaser accepts or refuses to accept the said Merchandise. The Purchaser’s obligation is to make payments, ensure receipt and timely pick up of the Merchandise as agreed herein or in the Offer. Below is the general rule on the delivery and placement of Merchandise at Purchaser’s disposal as per various shipping terms, FOB/ EXW/FCA/CIF/DDP as stipulated in the PI.
For the purpose of avoidance of any doubt it is made clear that the above is the general position which is subject to change as per the term agreed and specified in Offer. It may also be noted that the only the Purchaser shall be responsible for all demurrage, storage, or similar charges of fees resulting from failure to timely pickup or offload the Merchandise.
4.3 In the event that the Purchaser commits a breach of this agreement by failing to take receipt or acceptance of the Merchandise for reasons that cannot be attributed to the Seller, the Seller may submit a claim to the Purchaser, to cover warehousing and other reasonable costs, of 0.1% of the Price of the Merchandise for each day of such delay. Further the Seller may also, at its discretion, consign the Merchandise to the courts, at the Purchaser’s disposal and expense and the Seller shall thus be released from any duty of custody or safekeeping for the said Merchandise as per shipping terms or Incoterms Rules. This remedy shall not be limiting the Seller from pursuing any other contractual or legal remedy as available for specific performance or breach of contract or any other claim, civil or tort.
4.4 In cases of shipment of Merchandise in batches, if the Purchaser fails to pay the Price as per agreed terms herein or in Offer, the Seller shall not be obliged to deliver the said batch of Merchandise or any other batches whose delivery is contractually scheduled at a later time, until the Purchaser has cleared all the outstanding balances to the satisfaction of the Seller. However, at the discretion of the Seller, it may suspend the delivery of the Merchandise or any batch (as per case) and the delivery date or period may be extended corresponding to such suspension. The Purchaser shall indemnify and hold harmless the Seller for all the reasonable costs as mentioned in clause 4.3 above.
4.5 The delivery date or period of the Merchandise shall be agreed and laid down in Offer as well as Part I hereinabove. However, the Delivery of the Merchandise depends upon the delivery and placement of possession and/or control of the same by the Manufacturer to the Seller. Clause 4 and its terms are to be read in such conjunction only. A delay in the shipment of the Merchandise by the Manufacturer shall be promptly informed to the Purchaser as and when such delay comes to the knowledge and information of the Seller. In generality a delay of up to 2 weeks (from the date of Order) may be expected (if it occurs at the Manufacturing Plant) in obtaining the Merchandise from the Manufacturer which would be reported to the Purchaser in a prompt manner. It is acknowledged that any delay period for the purposes of any claim against the Seller shall run only on completion of the period of 2 weeks as mentioned herein. The Seller shall not be responsible for any loss or consequential loss faced by Purchased resulting from a delay in the delivery of the Merchandise.
5. Transfer of Risk and Property
5.1 Unless otherwise agreed, the risk of loss or damage to the Merchandise shall be transferred to the Purchaser when the Merchandise is placed at his disposition as per the agreed shipping terms at the Delivery Point. However, the property/ ownership rights in the Merchandise shall remain with the Seller (“reserved ownership”) unless the Price is paid and when all the outstanding balances cleared to the satisfaction of the Seller, the full ownership over the Merchandise shall transfer to the Purchaser.
5.2 In the event that, by way of exception, the Seller decides to deliver a batch of the Merchandise to the Purchaser despite the fact that the Purchaser has not previously paid the Seller in full for the said batch of the Merchandise, the Seller shall reserve ownership of all the Merchandise included in the said batch until the Purchaser has paid the relevant price in full.
5.3 In the event of Termination of this contract, the Purchaser may not sell, transfer, pledge or offer as surety the delivered and unpaid Merchandise, and it shall be obliged to return the said Merchandise immediately to the Seller following a simple request from the Seller.
5.4 In the event of an attachment, requisition, seizure or any other procedure or circumstance that may potentially have an effect on the Merchandise ownership or a Purchaser’s loss of possession of Merchandise that belongs to the Seller, the Purchaser shall be obliged to inform the Seller r of such circumstance without delay and shall also notify the third party connected with such procedure or circumstance of the reserved ownership of the Merchandise.
6. Delivery of Merchandise that does not conform to the terms of the Contract
6.1 The Seller, as authorized Distributor, shall use all reasonable measures to ensure that the Merchandise as per the P/O (Purchase Order) and agreed in the Offer as supplied by the Manufacturer conforms to the technical specifications and Order for the said Merchandise.
6.2 The Purchaser is obliged to examine the Merchandise at the moment at which it receives it. The Purchaser shall report discrepancies in quantities within five (5) days from delivery by providing written notice to Seller. If there is no such report or claim by the Purchaser the Merchandise shall be deemed as accepted and the quantities deemed as correct. Any claim by Purchaser subsequent to the product acceptance period of 5 days shall be made via a warranty claim only.
6.3 In the event of external or obvious faults or defects on delivery, the Purchaser shall clearly state on the delivery note such problems and shall inform the Seller. A failure to specify the obvious defects in the delivery note will forfeit the Purchaser’s right to raise such a claim at a later point in time.
6.4 The Purchaser shall conduct an open-package inspection and shall notify the Seller in writing of any evident deficiency, omission, damage or non-compliance in the Merchandise supplied no later than three (3) days from delivery. The Purchaser must notify in a reasonable time frame of any internal or hidden faults or defects.
6.5 In the event that the Purchaser fails to comply promptly with its obligation to notify under General Condition 6.3 and 6.4, it shall lose its entitlement to seek the remedies from the Seller as per the provisions of this agreement as specified below.
6.6 Subject to the proof by the Purchaser and satisfaction of Seller as to the non-compliance of the Merchandise on the claims of Purchaser, the below mentioned remedies may be sought by the Purchaser from the Seller:
6.6.1 The Seller may at its discretion to choose between replacement or repair of the non-compliant Merchandise provided proper claim was made within the timeframe.
6.6.2 In any case, the Purchaser must exercise the remedies provided for in the event of the non-compliance of the Merchandise within a maximum of two (2) years following the date of delivery. Beyond this period no claims on the Merchandise shall lie against the Seller.
7. Returns Policy
7.1 The Seller shall not replace or refund any Merchandise for any reason unless the Merchandise does not conform to the terms of the agreement (please see section 6).
7.2 As stated in section 7, the Manufacturer may agree to a replacement or a refund of the Merchandise, as determined under the manufacturer´s warranty, which shall be the sole discretion and decision of Manufacturer and not the Seller
8.1 The Purchaser shall have the limited warranty for the Merchandise as is made available to it by the Manufacturer provided the payment obligations on the Purchaser as per this agreement are satisfied. The warranty document for the Merchandise as available with the Seller would be provided to Purchaser on request.
8.2 The said warranty may be enforced against the Manufacturer only and no other. The Seller is only a distributor and hence the warranties could be claimed by the Purchaser directly against the Manufacturer as per their Warranty document, which could be obtained as mentioned in clause 7.1. In the event that the Purchaser claims the warranty in such manner and the manufacturer agrees to replace or repair the Merchandise supplied to the Purchaser, the Seller shall not assume any liability for any damage that may be caused by or as a consequence of the replacement or repair of the Merchandise.
8.3 Except as expressly provided in the Warranty by the Manufacturer and in this agreement, the Seller makes no warranties or guarantees or conditions, expressed or implied and disclaims any implied warranty or guarantee (even if implied by operation of law). Price, specification, and terms are subject to change without notice. The Seller is not responsible for errors in typography and/or photography in the warranty document.
9. Termination of the Contract due to a breach by the Purchaser
9.1 This Agreement cannot be cancelled after the Offer has been signed, unless the reason for termination shall fall within the ambit of this section. Unless specified otherwise any intention of any party to terminate the agreement shall be notified with detailed reasons to the other party by a written notice for fourteen (14) days.
9.2 The Purchaser’s serious or repeated breach of any of the obligations assumed under the agreement and, in particular, its obligations to pay for and take receipt of the Merchandise, shall entitle the Seller to terminate the Contract.
9.3 The Purchaser’s breach shall in all cases be classified as serious when the Seller has sent the Purchaser a demand letter requiring it to remedy its contractual breach and the said breach is not remedied within seven (7) days following the date on which the said demand letter is delivered to the Purchaser’s physical address or email.
9.4 In the event of the Purchaser failure to make the agreed payments as per agreement and consequent termination of Contract under this clause, the Purchaser shall compensate the Seller for the damage including but not limited to the losses suffered by it by payment by the Purchaser of liquidated damages as reasonably claimed by the Seller as well as for the total costs towards such order. Further in the case of Purchaser’s breach of payment terms, the Seller reserves the right to take reasonable steps including but not limited to liquidating or sale of the Merchandise to a third party, with or without notice to such defaulting Purchaser, to mitigate any or all losses. The Seller shall not be responsible for any consequential damages that may be incurred by the Purchaser.
9.5 This Contract can be terminated by Seller for cause on the occurrence of any event as follows (each, an “Event of Default”) that: (i) if Purchaser fails to make any payment under the Contracts as and when due; (ii) if Purchaser or an affiliate of Purchaser becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed over its property, becomes subject to a voluntary or involuntary bankruptcy petition, and/or is liquidated or dissolved or its affairs are wound up. Due to an Event of Default by Purchaser, all payment owed by it shall immediately become due and payable. Any such termination by Seller shall be without prejudice to any other right or remedy Seller may have under the Contracts or at law or in equity. No such remedy of Seller shall be exclusive of any other remedy available at law.
9.6 The Seller shall notify the Purchaser of its intention to terminate the agreement as per Section 9, by a written notice for a period of seven (7) days.
10. Limited liability of the Seller
10.1 In the event that the agreement is terminated by the Purchaser due to a breach of the Seller, the Purchaser may not make any claim from the Seller other than: (i) repayment of the amount paid to the Seller for Merchandise that is not delivered or is non-compliant pursuant to the terms of the Contract; in all circumstances, Seller’s maximum liability is limited to the purchase price of the products sold.
10.2 The Seller shall not, under any circumstances, be liable upon a claim or action in contract, tort, indemnity or contribution, or other claims relating to the products or merchandise it sells which exceeds this liability limit. The Seller shall not be liable for claims for damages against the customer, or for malfunction, delays, loss of profit, loss of production, loss of opportunities to sign contracts with third parties or for any other form of direct or indirect damage resulting from contractual breaches by the Seller. The Seller shall not be liable to Purchaser or any third party for any consequential, incidental, indirect or contingent damages whatsoever arising out of this contract or order or its performance or breach, even if Seller is informed in advance of the possibility of such damages.
Each Party (each an “Indemnifying Party”) shall indemnify, defend and hold harmless, the other Party, its affiliates, and their officers, employees, agents, financing parties and subcontractors (each an “Indemnified Party”) against any and all suits, actions, losses, damages, claims or liability (including reasonable attorneys’ fees and expenses) for: (1) any injury or death to any person, and (2) direct damage to property of third parties arising out of, or in connection with, negligence or willful misconduct of the Indemnifying Party or its officers, employees, agents or subcontractors. The Indemnifying Party’s liability shall be limited by the Indemnified Party’s own proportional negligence and/or willful conduct. The Parties will cooperate in good faith with each other in the defense of any claim. The Indemnified Party will use commercially reasonable efforts to mitigate the damages for the Indemnifying Party. The Indemnified Party will have the right to participate, at its expense, in the defense of any claim but may not settle any claim without the prior written consent of the Indemnifying Party.
12. Right of Assignment of the Agreement
12.1 The rights and obligations under this agreement are non-transferable unless specific written consent is obtained for any transfer or assignment of rights and obligations.
12.2 Nevertheless, the Seller may assign its position under this agreement to its associated or sister or any company belonging to its corporate group, though the assignee must inform the Purchaser of any such assignment in order for the assignment to be enforceable against the Purchaser.
13.1 Any notice, request, demand and other communications hereunder shall be in writing, prepared in English and shall be deemed to be given if delivered in person, when couriered, transmitted by e-mail, sent by overnight delivery service, or mailed by first class mail, postage prepaid, return receipt requested, addressed as per the addresses specified in the Part I.
13.2 Any notice delivered by hand (including by courier) shall be deemed to have been served at the time of delivery and any notice sent by registered or delivery mail to have been served seven (7) days after the date on which it is posted. Any electronic communication made between the Parties will be effective only:
13.2.1 when the sender receives an automated message confirming delivery; or
13.2.2 four hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated notice of failure of delivery.
14.1 For the purpose of this agreement, the term “Confidential Information” includes (without limitation) the terms and existence of this agreement and all information belonging or relating to a Party to this agreement, whether oral, graphic, electronic, written or in any other form, that is not generally available to the public at the time of disclosure other than by reason of a breach of this agreement or that is in fact, or should reasonably be regarded as, confidential to the Party to whom it belongs or relates;
14.2 Each Party (a “Receiving Party”) receiving, possessing or otherwise acquiring Confidential Information of any other Party (the “Disclosing Party”) acknowledges that the Disclosing Party's Confidential Information is the property of and confidential to the Disclosing Party.
14.3 Unless otherwise stated herein, the Receiving Party must:
14.3.1 keep the Disclosing Party's Confidential Information confidential and not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
14.3.2 take all reasonable steps to secure and keep secure all Disclosing Party's Confidential Information coming into its or his possession or control; and
14.3.3 not memorise, use, modify, reverse engineer or make copies, notes or records of the Disclosing Party's Confidential Information for any purpose other than in connection with the performance by the Receiving Party of its or his obligations under this agreement.
14.3.4 The obligations of confidentiality under this Article do not apply to any information that is generally available to the public (other than by reason of a breach of this Agreement) or is required to be disclosed by any applicable law.
14.3.5 The obligations of confidentiality created by this clause shall remain in full force and effect notwithstanding the termination or expiry of this agreement for any reason whatsoever.
Any amendment to the agreement shall be made only in writing and shall be signed by both the Parties.
16. Applicable law and jurisdiction
16.1 The agreement shall be governed and interpreted exclusively in accordance with DIFC (Dubai International Financial Centre) laws. All disputes, differences or questions between the Parties with respect to any matter arising out of or relating to the agreement shall be settled through mutual negotiations. In case of failure to achieve settlement through mutual negotiations, the dispute shall finally be settled by arbitration under the Dubai International Arbitration Centre (DIAC) rules.
16.1.1 The number of the arbitrator shall be one.
16.1.2 The seat, or legal place, of arbitration, shall be Dubai.
16.1.3 The language to be used in the arbitral proceedings shall be English.
16.1.4 The award shall be final and binding on the Parties and without appeal and capable of being enforced in any courts having jurisdiction. Notwithstanding any other provision hereof, neither Party shall be entitled to recover consequential, punitive and/or exemplary damages arising under, or as a result of a breach of, this agreement.
17. Force Majeure
17.1 "Force Majeure" shall mean all events which are beyond the control of the Parties, and which are unforeseen, unavoidable or insurmountable, and which prevent the total or partial performance by either Party. Such events shall include acts of God, earthquakes, pandemics, typhoons, flood, fire, war, riots, acts of governments, shortage of labor, energy or raw materials, labor conflicts such as strikes or lockouts, failures of the means of transport or third-party supplies, administrative provisions, or any other instances which cannot be foreseen, prevented or controlled. This shall not grant any right to the Parties for the termination of this Agreement. However, in the event that the force majeure shall continue during a period of two months, any of the Parties affected by the breach may terminate this Agreement by giving the other Party notice in writing. However, that such termination shall be without prejudice to any other accrued rights prior to the occurrence of the event of Force Majeure. The Party claiming Force Majeure shall promptly inform the other Party in writing and shall furnish within fifteen (15) days thereafter sufficient proof of the occurrence and duration of such Force Majeure. Both the Parties shall not be responsible for any loss or damage ensuing directly or indirectly from any incident of Force Majeure.
17.2 As a consequence of any event of Force Majeure, if the Seller is deprived, in whole or in part, of any or all of its actual or anticipated sources of supply and/or feedstocks of the Product/ Merchandise in whatever country situated, or if the loading of the Product/ Merchandise is delayed, hindered, interfered with, curtailed or prevented, then, the Seller shall be entitled to suspend, withhold, reduce or allocate the Product/ Merchandise deliveries hereunder to such extent as the Seller shall, in its absolute discretion, determine. In such event, the Seller shall not be bound to purchase or otherwise acquire additional quantities of Product and/or feedstocks from other suppliers to satisfy Purchaser's requirements hereunder. However, should the Seller thereafter purchase or otherwise acquire additional Product and/or feedstocks, the Seller shall not be bound to allocate any to the Purchaser.
18. Export Controls, Availability; Laws
18.1 The Merchandise may be subject to export controls under the laws, regulations and/or directives of the United Arab Emirates and various other countries. The Purchaser shall keep itself aware of such laws and regulations and shall ensure compliance to the applicable laws of UAE, this contract and any other country as may apply. It shall not export, re-export or transfer the Merchandise to any country to which such export, re-export, or transfer is forbidden or without first obtaining all required authorizations, clearances, permits and/or licenses.
18.2 The Purchaser hereby warrants and represents that it will comply with any and all Laws with respect to the purchase, use, and operation of the Merchandise. For purposes hereof, “Laws” means any international, multinational, national, foreign, federal, state, municipal, local (or other political subdivision) or administrative laws, constitutions, statutes, codes, ordinances, rules, regulations, requirements, standards, policies or guidance having the force of law, treaties, judgments or orders of any kind or nature whatsoever, including, without limitation, any judgment or principle of the common law.
18.3 The Parties take note that due to government rules and regulations on product availability and trade, not all the goods sold by the Seller may be available in every region. Apart from the above, the Purchaser acknowledges and agrees to ensure compliance with any and all applicable Sanction Programs stipulated by United Nations, European Union, and United Arab Emirates etc.
19. New and Changed Regulations.
19.1 It is understood by both parties that the Seller is entering into the Agreement in reliance on the laws, rules, regulations, decrees, Sales Contracts, concessions and arrangements in effect on the date hereof and affecting the Product sold and purchase hereunder including, but without limitation to the generality of the foregoing, those relating to the production, acquisition, gathering, manufacturing, transportation, storage, trading or delivery thereof, insofar as such Regulations affect the Seller or the Manufacturer(s).
19.2 If at any time during the life of the Sales Contract existing Regulations are changed or any new Regulations become effective, whether by law, decree or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act therefore, and the material effect of such changed or new (a) is not covered by any other provision of the Sales Contract, and (b) has a material adverse economic effect on the Seller, then the Seller shall have the option to request renegotiation of the price or other pertinent terms of the Sales Contract. Such option may be exercised by the Seller, at any time after such changed or new regulations come into force, by written notice to the Purchaser containing the new price and/or contractual terms that Seller wants to change.
19.3 If the parties do not reach a Sales Contract upon new price and/or new terms satisfactory to both parties within 15 days after the date of the notice, the Seller shall have the right to terminate the Sales Contract immediately at the end of such 15 days period. Any Product delivered during such 15 days period shall be sold and purchased at the price and under the terms applying under the Sales Contract without any adjustment in respect of the new or change regulations.
20. Trade Controls and Boycotts.
Notwithstanding anything to the contrary herein, nothing in the Agreement is intended, and nothing herein should be interpreted or construed, to introduce or require either party hereto to act in any manner (including failing to take any actions in connection with a transaction) which is inconsistent with, penalised or prohibited under the laws and regulations of the European Union and the decisions of the Security Council of the United Nations or GCC or other official government rules and requirements applicable to such party which relate to foreign trade controls, export controls, embargoes or international boycotts of any type.
21. Anti-corruption and Anti-Money Laundering.
21.1 The Parties agree and undertake to the other that in connection to the Agreement, they will each respectively comply with all the applicable laws, rules, regulations, decrees relating to anti-bribery and anti-money laundering, including but not limited to UAE and DIFC Anti-Money Laundering laws, the UK Anti-Bribery Act, the US Foreign Corrupt Practices Act, country legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the Spanish Law on prevention of money laundering.
21.2 Parties represent, warrant and undertake to the other that they shall not, directly or indirectly:
21.2.1 Pay, offer, give or promise to pay or authorize the payment of any monies or other things valuable to:
a) A government official or an officer or employee of a government or any department, agency or instrumentality of any government;
b) An officer or employee of a public organization;
c) Any person acting in an official capacity for or on behalf of any government or department, agency, or instrumental of such government or of any public international organization;
d) Any political party or official thereof, or any candidate for political office;
e) Or any other person, individual or entity at the suggestion, request or direction of for the benefit of any of the above-described persons and entities, or
21.2.2 Engage in other acts or transactions, in each case if this is in violation of or inconsistent with anti-bribery or anti-money laundering legislation referred to in Section.
21.3 Each Party may terminate the Agreement forthwith upon written notice to the other at any time, if in their reasonable judgement the other is in breach of any of the above representations, warranties and undertakings.
22. Protection of personal data
22.1 In compliance with the DIFC Data Protection Law and Article 379 of the UAE Penal Code on Data Protection, the person who signs the Contract in the representation of the Purchaser (the “Purchaser’s Representative”) is herein informed that the incorporation of its personal data into the relevant data file, owned and managed by Seller or its affiliates or group company for commercial, administrative, tax, and marketing management purposes, including communications with third parties and the marketing of ‘Power n Sun’ products and services. The purpose of the said file is to maintain, comply with, perform, monitor and implement the terms of the Contract for which the said data were provided.
22.2 The Purchaser’s Representative may at any time exercise his or her rights of access, rectification, cancellation, and objection in respect of the processing of the said data, where relevant, by sending the Seller a notification in which he or she must indicate which of the said rights he or she is exercising. The said notification must be accompanied by a photocopy of his or her National Identity Document.
23. Intellectual Property Rights.
All intellectual property rights including, but not limited to, the ideas, concepts, techniques, inventions (whether patented or not), trade secrets, processes, Manufacturer’s trademarks or works of authorship comprising, embodied in, or practiced in connection with the Products shall remain with the Manufacturer or Seller as the case may be. This contract does not in any way transfer or license the Purchaser to use the Intellectual Property rights on the Merchandise.
If any provision of this agreement is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable neither the legality, validity or enforceability of the remaining provisions of this agreement, nor their legality, validity or enforceability under the law of any other competent jurisdiction shall be in any way affected or impaired as a result and new provisions shall be included by the Parties as required to give effect to the intention of the Parties as contemplated by this agreement.
Unless otherwise agreed between the parties, this agreement shall be applicable to the parties mentioned herein and to its group companies, be it sister or subsidiary company.
26. Entire agreement.
This Agreement constitutes the entire agreement between the Parties and supersedes, and replaces all prior discussions and agreements, which may have existed between the Parties in that regard.
27. No Implied Waivers.
Unless otherwise stated in this agreement, the failure on the part of either of the Parties to exercise or enforce any right conferred upon it or him by this Agreement shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time or times thereafter
28. Relationship of Parties.
Except if this agreement expressly provides otherwise, nothing in this agreement may be construed as creating a relationship of partnership, of principal and agent, or of trustee and beneficiary, between the Parties.
This Agreement is executed in two separate counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument.