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General terms and conditions of purchase

1. Applicability

1.1 These General Terms and Conditions shall apply to all requests, quotations, orders, agreements and any addition to these agreements for the provision of products and/or services by the Supplier for and/or on behalf of INKUBIT. INKUBIT shall mean INKUBIT Solutions GmbH and/or any legal entity and the subsidiaries it owns by more than 50 percent of the outstanding shares (“Affiliate”) hereinafter, (“INKUBIT”).

1.2 General Terms and conditions of the Supplier will not apply, not even in addition of these General Terms and Conditions of Purchase, any applicability is expressly excluded unless otherwise expressly agreed beforehand in writing

2. Order/ Agreement

2.1 An Agreement is achieved after a signed written contract and/or Purchase Order is received by Supplier.

2.2 Changes upon the original Agreement are only valid after expressively written acceptance of INKUBIT and Supplier. The acceptance of Deliverables or payments by INKUBIT will not imply recognition of any irregularity.

2.3 The prices are set fees excl. VAT and are firm and non-revisable with the exception of potential reductions for “manufacturer” prices to which INKUBIT is entitled. The prices include all supplies, accessories, services, warranties and assignment of rights.

2.4 Nothing shall prevent INKUBIT from procuring deliverables which are the same as / or similar to the Deliverables as purchased from Supplier, from any third party.

3. Performance/ Warranties

3.1 The Deliverables, including their packaging, shall conform in all respects with the specifications, other requirements stated in the Agreement, and any additional instructions specified by INKUBIT.

3.2 In respect of the Deliverables, Supplier warrants and undertakes that The Deliverables (a) shall be performed in accordance with best industry standards; (b) have the necessary skill, experience and expertise to provide the Deliverables pursuant to the Agreement;(c) shall direct Supplier’s personnel to comply with INKUBIT’s health, safety, and security instructions, when at INKUBIT’s premises; (d) it is knowledgeable and will remain in full compliance with all applicable laws, regulations to which it is or becomes subject including export and import laws, regulations and policies and making all filings and registrations with appropriate governmental bodies and authorizations required to provide the Deliverables; (e) are new and do not contain used or reconditioned parts unless INKUBIT agrees otherwise in writing.

3.3 Application of the legal warranty regarding hidden faults and defects, the Supplier must correct as soon as possible any anomalies in operations and/or performance of the Deliverables for a period of one year from the date of final receipt or after taking into usage.

4. Delivery

4.1 Prices shall be based on “Delivery Duty Paid” (DDP) at the location specified by INKUBIT in accordance with the Inco terms 2000, including all costs of packaging.

4.2 Delivery shall be executed on the agreed delivery date and location. Delivery date is fixed; Supplier is in default without official notice. Delivery is supplied by a delivery note provided by the Supplier indicating, order number and the description of the Deliverables. In the case of non-compliance or anomaly, INKUBIT may either refuse delivery or receipt.

4.3 If the Deliverables do not comply with the warranties, specifications and requirements of the Agreement, INKUBIT will be entitled to: - require, at its discretion, that the Deliverables delivered be repaired or replaced or that missing component be supplied within a reasonable term to be set by INKUBIT, without prejudice to its other rights by law or by virtue of these General Terms and Conditions. - return these Deliverables at expenses of the Supplier or to keep them in its custody until the Supplier has given further instructions how to deal with these Deliverables. Any costs incurred by INKUBIT in this respect shall be for the Supplier’s account. INKUBIT shall in no event be responsible for keeping the Deliverables in good conditions.

4.4 The right of property is transferred upon written receipt from INKUBIT of the Deliverable and if applicable after written prove of proper installation.

4.5 All deliverables must include user and guidance documents in compliance with the regulations.

5. Financial Conditions and Invoicing

5.1 Invoices are addressed to the invoicing department of the legal entity that placed the Purchase Order.

5.2 Invoice contains at a minimum the order number, the description of the Deliverables, the unit price.

5.3 INKUBIT is entitled to postpone and/or reckon up the payment in case of shortcoming of any obligation from the Agreement.

5.4 Payments terms are 30 days net after receipt of Supplier’s valid invoice. Payment of the invoice will not be deemed acceptance of Deliverables.

6. Intellectual Property Rights

6.1 Supplier warrants that INKUBIT can freely and without restraint use the Deliverables and grant INKUBIT all rights and licenses necessary for INKUBIT to use, transfer, pass through, and sell the products or services specified in the Agreement and to exercise the rights granted under this Agreement.

6.2 Supplier agrees to defend, hold harmless and indemnifies INKUBIT from any claim that Supplier’s product or service infringes any intellectual property right of a third party or any claim arising from the failure of Supplier to comply with its warranties and or any obligation under the Agreement.

6.3 All authors have waived their rights to the products and services to associate with them as authors.

7. Liability and Indemnification

7.1 Supplier is liable for all damage that arises by fulfilling any obligation from the Agreement.

7.2 Supplier shall indemnify INKUBIT against each loss, liability, cost damage and expense incurred as a result of a breach by the Supplier of the Agreement.

7.3 To the extent permitted by local law in no event will Avanade be liable for any damages, lost revenues, lost profits, incidental, indirect or consequential damages.

7.4 The Supplier will and must remain insured for any financial consequence or civil or contractual liability under the Agreement.

7.5 Whenever any sum of money is recoverable from, or payable by the Supplier, to INKUBIT as a result of the operation of the Agreement or any breach by Supplier of the same, such sum may be deducted by INKUBIT from any sum then due or which at any time thereafter may become due to Supplier under any other future Agreement with INKUBIT with Supplier.

8. Cancellation/Termination

8.1 Unabated any further deserved rights of INKUBIT, INKUBIT may terminate the Agreement immediately upon written notification, where; (a) Supplier commits a breach of the Agreement, which has not been remedied within thirty (30) days of receipt of written notification of such breach; or (b) Supplier is unable to pay its debts in INKUBIT’s reasonable opinion; or (c) there is a change or control of ownership of Supplier, which INKUBIT considers to be adverse to INKUBIT’s interests.

8.2 In case of cancellation or termination the „Supplier‟ will take full responsibility for already delivered Deliverables. These will be readily available on Avanade premises and need to be taken care of by the Supplier.

9. Force majeure

9.1 Force majeure means the non-attributable failure of either party to properly fulfil its obligations. At any rate, failures will be attributed to the Supplier if they are caused by transport problems, illness of personnel, strikes and stagnation in the Supplier’s business or in the business of any of its suppliers. Force majeure situations shall be communicated immediately by the affected party. INKUBIT is entitled to terminate the agreement at no further costs in the event the force majeure extends or is likely to extend beyond thirty (30) days.

10. Confidentiality and Publicity

10.1 Supplier shall keep the existence, nature and the content of the Agreement, personal data, as well as any additional business information confidential and not make any reference to the Agreement, its terms, business information, or use INKUBIT’s name, or logo in any public announcements, promotions or any other communication without INKUBIT’s prior written consent.

10.2 Supplier may use any Confidential Information for the purpose of providing the Deliverables.

10.3 Upon completion or termination of the Deliverables or request, Supplier shall, within 14 days, deliver to INKUBIT all confidential information, and all copies thereof, and destroy or erase any confidential information contained in any materials and documentation prepared by or on behalf of INKUBIT.

11. Personal data protection and privacy

11.1 Supplier shall process personal data solely for the purposes of the Agreement and may not use or process the personal data in any other way as determined by INKUBIT and made known to Supplier.

11.2 If personal data of INKUBIT’s employees are collected, INKUBIT shall be the data controller; Supplier shall in all circumstances be the data processor.

11.3 Supplier shall notify INKUBIT immediately in the event of any breach or suspected breach of the security of personal data that constitutes or is reasonably likely to constitute an unauthorized acquisition of such data, and cooperate with INKUBIT and/or INKUBIT’s client(s) in any post-breach investigation or remediation efforts.

11.4 Supplier shall fully cooperate with INKUBIT’s requests for access to, correction or destruction of personal data in the possession of Supplier and will demonstrate on request the INKUBIT’s compliance with these provisions and the data security requirements of the Data Privacy Laws.

12. Assignment and Subcontracting

12.1 Supplier is engaged as independent contractor. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership or employment relation.

12.2 Supplier may not assign or transfer the Agreement or its rights or obligations without INKUBIT’s prior written consent.

12.3 INKUBIT's rights, benefits and/or obligations under the Agreement may be assigned or notated (as appropriate) to any other member of INKUBIT Business Solutions.

13. Non-Solicitation

13.1 Supplier shall not at any time during the term of the Agreement and for a period of six months thereafter, without INKUBIT's prior written consent,: directly or indirectly canvass or solicit for itself or any third party the services of any INKUBIT Personnel; or solicit or encourage INKUBIT Personnel to leave his/her employment or engagement with INKUBIT, or recommend any INKUBIT Personnel to anyone that might result in an approach to INKUBIT Personnel to leave his/her employment or engagement with INKUBIT.

14. Environmental and Human rights, compliance with laws

14.1 INKUBIT is committed to conducting its business free from unlawful, unethical or fraudulent activity. Supplier is expected to act in a manner consistent with the ethical and professional standards of INKUBIT as described in the INKUBIT Code of Business Ethics, including prompt reporting of unlawful, fraudulent or unethical conduct.

14.3 The Supplier agrees that the Supplier will, on a continuing basis, assess the environmental impact of the Supplier’s own business operations, and of INKUBIT’s consumption of the Supplier’s Services, and advise INKUBIT how such impact may be reduced to give effect to the intent of the environment friendly strategy.

14.4 Compliance with Laws. Supplier warrants that it is in compliance with all applicable federal, state and local laws, regulations and standards, including but not limited to, those relating to the design, manufacture, testing, labelling, sale and transportation of the Products, and provision of the Services.

15. General

15.1 No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement shall operate as a waiver of them.

15.2 If any part of the Agreement is found by the competent court to be invalid, unlawful or unenforceable then such part will be severed from the remainder of the Agreement which will continue to be valid and enforceable to the full extent permitted by law.

15.3 Any amendment or modification in respect to the agreement will be done in writing and signed by both parties.